EXHIBIT 3.62
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REGULATIONS
OF
OHM CORPORATION
(the "Corporation")
ARTICLE I
MEETINGS OF SHAREHOLDERS
SECTION 1.01. Annual Meeting. The annual meeting of shareholders of the
Corporation shall be held at such time and on such business day as the directors
may determine each year. The annual meeting shall be held at the principal
office of the Corporation, or at such other place within or without the State of
Ohio as the directors may determine. The directors shall be elected thereat, and
such other business transacted as may properly be brought before the meeting.
SECTION 1.02. Special Meeting. Special meetings of the shareholders may be
called for any proper purpose or purposes at any time by (i) the President or
any Vice President; (ii) by the directors by action at a meeting or a majority
of the directors acting without a meeting; or (iii) by shareholders holding 50%
or more of the voting power of the then outstanding shares entitled to vote in
an election of directors, taken together as a single class ("Voting Shares").
Such meetings may be held within or without the State of Ohio at such time and
place as may be specified in the notice thereof.
SECTION 1.03. Notice of Meetings. Written notice of every annual or
special meeting of the shareholders, stating the time, place and purposes
thereof, shall be given to each shareholder entitled to notice as provided by
law, not less than seven (7) nor more than ninety (90) days before the date of
the meeting. Such notice may be given by or at the direction of the Secretary of
the Corporation, or such other officer as is designated by the Board of
Directors, by personal delivery or by mail addressed to the shareholder at his
last address as it appears on the records of the Corporation. Any shareholder
may waive in writing notice of any meeting, either before or after the holding
of such meeting, and, by attending any meeting without protesting the lack of
proper notice, shall be deemed to have waived notice thereof.
SECTION 1.04. Persons Becoming Entitled by Operation of Law or Transfer.
Every person who, by operation of law, transfer or any other means whatsoever,
shall become entitled to any shares, shall be bound by every notice in respect
of such share or shares which previously to the entering of his name and address
on the records of the Corporation shall have been duly given to the person from
whom he derives title to such shares.
SECTION 1.05. Quorum and Adjournments. Except as may be otherwise required
by law or by the Articles of Incorporation or these Regulations, the holders of
a majority of the Voting Shares, present in person or by proxy, shall constitute
a quorum; provided that any annual meeting duly called, whether a quorum is
present or otherwise, may, by voting of the holders of
the majority of the Voting Shares represented thereat, adjourn from time to
time, in which case no further notice of any such adjourned meeting need be
given.
SECTION 1.06. Organization of Meetings. The Board of Directors will
designate a chairman for each meeting of shareholders. The chairman will call
the meeting to order and act as chairman of the meeting. In the absence of such
a chairman, the highest ranking officer of the Corporation who is present at the
meeting will act as chairman of the meeting. Unless otherwise designated by the
Board of Directors, the Chief Executive Officer shall serve as chairman of the
meeting.
The chairman of the meeting will appoint the secretary of the meeting, an
inspector or inspectors of elections for the meeting and such other
functionaries as the chairman deems necessary or appropriate. Unless otherwise
designated, the Secretary shall act as secretary of the meeting.
Any proposal to be brought before any meeting of shareholders by any
shareholder must be submitted in writing to the Secretary of the Corporation at
least thirty days prior to the date fixed for the meeting at which it is
intended that such proposal is to be presented.
SECTION 1.07. Proxies. Any shareholder entitled to vote may vote by proxy,
provided that the instrument authorizing such proxy to act shall have been
executed in writing (a telegram or cablegram is sufficient) by the shareholder.
SECTION 1.08. Inspectors of Elections. The Board of Directors, in advance
of any meeting of the shareholders, may appoint inspectors of election to act at
such meeting or adjournment thereof. If no such appointment shall be made, or if
any of the inspectors so appointed shall fail to attend or refuse or be unable
to serve, then such appointment may be made by the chairman of the meeting. The
inspectors shall make determination as to the number of shares outstanding,
voting rights, the existence of a quorum, the validity of proxies, the results
of any vote, along with other acts that are proper to conduct an election or
vote with fairness to all shareholders.
SECTION 1.09. Action of Shareholders Without a Meeting. Any action which
might have been taken under these Regulations by a vote of the shareholders at a
meeting thereof may be taken without a meeting, with the affirmative vote or
approval of, and in a writing signed by all of the shareholders who would be
entitled to notice of a meeting of the shareholders held for such purpose.
ARTICLE II
DIRECTORS
SECTION 2.01. Number. The number of directors which shall constitute the
whole Board of Directors shall be fixed from time to time by the vote of the
holders of a majority of the Voting Shares represented at any annual meeting or
special meeting called for the purpose of electing directors, or by resolution
adopted by affirmative vote of a majority of the directors then
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in office. When so fixed, such number shall continue to be the authorized number
of directors until changed by the shareholders or directors.
SECTION 2.02. Nomination. Only persons who are nominated in accordance
with the following procedures shall be eligible for election as directors.
Nominations of persons for election as directors of the Corporation may be made
at a meeting of shareholders by or at the direction of the directors by any
committee or person appointed by the directors or by any shareholder of the
Corporation entitled to vote for the election of directors at the meeting who
complies with the notice procedures set forth in this Section 2.02. Such
nominations, other than those made by or at the direction of the directors,
shall be made pursuant to timely notice in writing to the Secretary of the
Corporation. To be timely, a shareholder's notice shall be delivered to or
mailed and received at the principal executive offices of the Corporation not
less than sixty (60) days, nor more than ninety (90) days prior to the meeting;
provided, however, that in the event that less than seventy-five (75) days
notice or prior public disclosure of the date of the meeting is given or made to
shareholders, notice by the shareholder to be timely must be so received not
later than the close of business on the fifteenth (15th) day following the
earlier of the day on which such notice of the date of the meeting was mailed or
such public disclosure was made. Such shareholder's notice shall set forth (a)
as to each person who is not an incumbent director whom the shareholder proposed
to nominate for election as a director (i) the name, age, business address and
residence address of such person; (ii) the principal occupation or employment of
such person; (iii) the class and number of shares of the Corporation which are
beneficially owned by such person; and (iv) any other information relating to
such person that is required to be disclosed in solicitations for proxies for
election of directors pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended; and (b) as to the shareholder giving the notice, (i)
the name and record address of such shareholder and (ii) the class and number of
shares of the Corporation which are beneficially owned by such shareholder. Such
notice shall be accompanied by the written consent of each proposed nominee to
serve as a director of the Corporation, if elected. No person shall be eligible
for election as a director of the Corporation unless nominated in accordance
with the procedures set forth in this Section 2.02.
The Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
provisions of this Section 2.02, and if he should so determine, the defective
nomination shall be disregarded.
SECTION 2.03. Election and Term of Office of Directors. A director shall
hold office until the annual meeting for the year in which his term expires and
until his successor shall be elected and shall qualify, subject, however, to his
prior death, resignation, or removal from office. Election of Directors shall be
by ballot whenever requested by any person entitled to vote at the meeting but,
unless so requested, such election may be conducted in any way approved at such
meeting.
SECTION 2.04. Vacancies. Whenever any vacancy shall occur among the
directors, the remaining directors shall constitute the directors of the
Corporation until such vacancy is filled or until the number of directors is
changed pursuant to Section 2.01 hereof. Except in cases where a director is
removed as provided by law and these Regulations, and his
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successor is elected by the shareholders, the remaining directors may, by a vote
of a majority of their number, fill any vacancy for the unexpired term. A
majority of the directors then in office may also fill any vacancy that results
from an increase in the number of directors.
SECTION 2.05. Quorum and Adjournments. A majority of the directors in
office at the time shall constitute a quorum, provided that any meeting duly
called, whether a quorum is present or otherwise, may, by vote of a majority of
the directors present, adjourn from time to time and place to place within or
without the State of Ohio, in which case no further notice of the adjourned
meeting need be given. At any meeting at which a quorum is present, all
questions and business shall be determined by the affirmative vote of not less
than a majority of the directors present, except as otherwise provided in the
Articles of Incorporation or these Regulations, or as otherwise authorized by
the Ohio Revised Code.
SECTION 2.06. Organization Meeting. Immediately after each annual meeting
of the shareholders at which directors are elected, or each special meeting held
in lieu thereof, the directors, including those newly elected, if a quorum of
all such directors is present, shall hold an organization meeting for the
purpose of electing officers and transacting any other business. Notice of such
meeting need not be given. If for any reason such organization meeting is not
held at such time, a special meeting for such purpose shall be held as soon
thereafter as practicable.
SECTION 2.07. Regular Meetings. Regular meetings of the directors may be
held at such times and places within or without the State of Ohio as may be
provided for in by-laws or resolutions adopted by the directors and upon such
notice, if any, as shall be so provided for.
SECTION 2.08. Special Meetings. Special meetings of the directors may be
held at any time within or without the State of Ohio upon call by (i) the
President or any Vice President, or (ii) by the Board of Directors, or (iii) any
two members thereof. Written notice of the time and place of each meeting shall
be given to each director by personal delivery or by mail, telecopy, cablegram
or telegram at least two (2) days prior to such meeting, or such shorter notice
as the directors shall deem necessary and warranted under the circumstances. Any
director may waive in writing notice of any meeting, and, by attending any
meeting without protesting the lack of proper notice, shall be deemed to have
waived notice thereof. Unless otherwise limited in the notice thereof, any
business may be transacted at any organization, regular or special meeting.
SECTION 2.09. Compensation. Directors shall receive such compensation and
expense reimbursement for attendance at each meeting of the Board of Directors
or of any committee thereof and/or such salary as may be determined from time to
time by the Board of Directors. Nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.
SECTION 2.10. Action of Board Without a Meeting. Any action which might
have been taken under these Regulations by vote of the directors at any meeting
of the Board of Directors or any committee thereof may be taken without a
meeting with the affirmative vote or
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approval of, and in a writing signed by all of the directors who would be
entitled to notice of a meeting of the Board of Directors held for such purpose.
ARTICLE III
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
SECTION 3.01. Executive Committee. The directors, at any time, may elect
from their number an Executive Committee which shall consist of three (3) or
more directors of the Corporation. Except as its powers, duties and functions
may be limited or prescribed by the directors, during the intervals between the
meetings of the directors, the Committee shall possess and may exercise all the
powers of the directors; provided that the Committee shall not be empowered to
fill vacancies among the directors, the Executive Committee or other Committee
of the directors.
SECTION 3.02. Other Committees. The directors may elect other committees
from among the directors in addition to or in lieu of an Executive Committee and
give to them any of the powers which under Section 3.01 could be vested in an
Executive Committee.
SECTION 3.03. Conduct of Business. Except as otherwise required by law or
the Articles of Incorporation or these Regulations, each committee may determine
the procedural rules for meetings and conducting its business.
ARTICLE IV
OFFICERS
SECTION 4.01. Election. The officers of the Corporation shall include a
Chairman of the Board, if elected by the Board of Directors, a Chief Executive
Officer, a President, a Secretary, a Treasurer, and such number of Vice
Presidents, Assistant Secretaries, Assistant Treasurers, and other officers as
are, in the judgment of the Board, required to transact the business of the
Corporation. All officers of the Corporation shall be elected, and the
compensation of all such officers shall be fixed by the Board of Directors or
the Compensation and Stock Option Committee thereof; provided, however, that the
Chief Executive Officer of the Corporation may appoint the officers of the
Corporation below the level of Vice President and fix their salaries. Any two or
more offices may be held by the same person. Any officer may be chosen from
among the Board of Directors. The officers of the Corporation shall have the
authority, perform the duties and exercise the powers in the management of the
Corporation usually incident to the offices held by them respectively, and/or
such other authority, duties and powers as may be assigned to them from time to
time by the Chief Executive Officer or the Board of Directors.
SECTION 4.02. Term. The officers of the Corporation shall be elected
annually at the organizational meeting of the Board of Directors, and shall hold
office until the next organization meeting of the Board of Directors, or for
such shorter periods as may be designated by the Board of Directors. Any officer
may be removed at any time, with or without cause, by
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affirmative vote of a majority of the Board of Directors. Any officer who was
appointed by the Chief Executive Officer, and who is either below the level of
Vice President or is neither the Secretary nor Treasurer of the Corporation, may
be removed at any time, with or without cause, by the Chief Executive Officer. A
vacancy in any office, however created, may be filled by the Board of Directors
at any regular or special meeting.
SECTION 4.03. Chief Executive Officer. The Chief Executive Officer of the
Corporation, who shall be a member of the Board of Directors, shall be such
officer who from time to time is so designated by the Board of Directors. The
Chief Executive Officer shall have general and active management of the business
of the Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. The Chief Executive Officer shall have full
right, authority and power to control the personnel of the Corporation; to
employ or direct the employment and dismissal of such personnel, including the
fixing of salaries (provided, however, that this right shall not extend to
officers elected by the Board of Directors); and, except to the extent that the
duties of an elected officer are prescribed or otherwise limited by law, these
Regulations, or the Board of Directors, to prescribe the duties of all officers
of the Corporation, with such limitations thereon as he deems proper. The Chief
Executive Officer shall perform all duties incident to the office of Chief
Executive Officer and such other duties as are assigned to him by the Board of
Directors.
SECTION 4.04. Chairman. The Chairman of the Corporation shall have the
authority, perform the duties, and exercise the powers usually incident to the
office of Chairman and/or assigned to him from time to time by the Chief
Executive Officer or the Board of Directors.
SECTION 4.05. President. The President of the Corporation shall have the
authority, perform the duties, and exercise the powers usually incident to the
office of President and/or assigned to him from time to time by the Chief
Executive Officer or the Board of Directors.
SECTION 4.06. Vice President. Each Vice President of the Corporation shall
have the authority to perform the duties and exercise the powers usually
incident to the office of Vice President and/or assigned to him by the Chief
Executive Officer or the Board of Directors.
SECTION 4.07. Secretary. The Secretary of the Corporation shall have the
authority, perform the duties, and exercise the powers usually incident to the
office of the Secretary of the Corporation and/or assigned to him from time to
time by the Board of Directors or the Chief Executive Officer. The Secretary of
the Corporation, or such other officer of the Corporation as is designated by
the Board of Directors, shall record the proceedings of the meetings of the
shareholders and of the directors in a minute book maintained for such purpose.
SECTION 4.08. Treasurer. The Treasurer of the Corporation shall have the
authority, perform the duties and exercise the powers usually incident to the
office of Treasurer of the Corporation and/or assigned to him from time to time
by the Chief Executive Officer or the Board of Directors.
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ARTICLE V
INDEMNIFICATION OF DIRECTORS AND OFFICERS
SECTION 5.01. Indemnification. The Corporation may indemnify any director
or officer, any former director or officer of the Corporation, and any employee
or other person who is or has served at the request of the Corporation as a
director, officer, trustee, fiduciary, agent or employee of another corporation,
partnership, joint venture, trust or other enterprise (and his heirs, executors
and administrators) against expenses, including attorneys' fees, judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him by
reason of the fact that he is or was such director, officer, trustee, fiduciary,
agent or employee in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, to the full extent and according to the procedures and
requirements set forth in the Ohio General Corporation Law as the same may be in
effect from time to time. The indemnification provided for herein shall not be
deemed to restrict the right of the Corporation to (i) indemnify employees,
agents and others as permitted by such Law, (ii) purchase and maintain insurance
or provide similar protection on behalf of directors, officers or such other
persons against liabilities asserted against them, or expenses incurred by them
arising out of their service to the Corporation as contemplated herein, and
(iii) enter into agreements with such directors, officers, employees, agents or
others indemnifying them against any and all liabilities (or such lesser
indemnification as may be provided in such agreements) asserted against them or
incurred by them arising out of their service to the Corporation as contemplated
herein.
ARTICLE VI
CAPITAL STOCK
SECTION 6.01. Stock Certificates. The shares of stock of the Corporation
shall be represented by certificates signed by the Chairman, the President or a
Vice President, and by a second officer who may be the Treasurer, an Assistant
Treasurer, the Secretary, or an Assistant Secretary of the Corporation,
certifying the number of shares evidenced thereby. Such certificates may be
sealed with the seal of the Corporation or a facsimile thereof. The signatures
of the officers of the Corporation upon a certificate may be facsimiles if the
certificate is countersigned by a transfer agent or by a registrar other than
the Corporation itself or its employee. In case any officer who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at the date of
issue. Each certificate shall set forth additional material as is required by
law.
SECTION 6.02. Transfers. The shares of stock of the Corporation shall be
transferable in the manner prescribed by laws of the State of Ohio. Transfers of
stock shall be made on the share transfer books of the Corporation only by the
person named in the certificate or by attorney lawfully constituted in writing,
and upon the surrender of the certificate therefor, which shall be cancelled
when the new certificate shall be issued.
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SECTION 6.03. Registered Holders. The Corporation shall be entitled to
treat and shall be protected in treating the persons in whose names shares or
any warrants, rights or options stand on the record of shareholders, warrant
holders, right holders or option holders, as the case may be, as the owners
thereof for all purposes and shall not be bound to recognize any equitable or
other claim to, or interest in, any such share, warrant, right or option on the
part of any other person, whether or not the Corporation shall have notice
thereof.
SECTION 6.04. New Certificates. The Corporation may issue a new
certificate of stock in the place of any certificate theretofore issued by it
alleged to have been lost, stolen or destroyed, and the Corporation may require
the owner of the lost, stolen or destroyed certificate, or his legal
representative, to give the Corporation a bond sufficient to indemnify the
Corporation and any transfer agent and/or registrar against any claim that may
be made against it or them on account of the alleged loss, theft or destruction
of any such certificate or the issuance of such new certificate. A new
certificate may be issued without requiring any bond when it is proper to do so.
ARTICLE VII
MISCELLANEOUS
SECTION 7.01. Provisions in Articles of Incorporation. These Regulations
are at all times subject to the provisions of the Articles of Incorporation of
the Corporation as the same may be in effect from time to time.
SECTION 7.02. Record Dates. For any lawful purpose, including, without
limitation, the determination of the shareholders who are entitled to: (i)
receive notice of or to vote at a meeting of shareholders; (ii) receive payment
of any dividend or distribution; (iii) receive or exercise rights of purchase of
or subscription for, or exchange or conversion of, shares or other securities,
subject to contract rights with respect thereto; or (iv) participate in the
execution of written consents, waivers, or releases, the directors may fix a
record date, which shall not be a date earlier than the date on which the record
date is fixed and, in the cases provided for in clauses (i), (ii) and (iii)
above, shall not be more than sixty (60) nor fewer than ten (10) days, unless
the Articles of Incorporation specify a shorter or a longer period for such
purpose, preceding the date of the meeting of the shareholders, or the date
fixed for the payment of any dividend or distribution, or the date fixed for the
receipt or the exercise of rights, as the case may be.
SECTION 7.03. Amendments. These regulations may be altered, changed or
amended in any respect, or superseded by new Regulations in whole or in part, by
the affirmative vote of the holders of a majority of the Voting Shares present
in person or by proxy at an annual or special meeting called for such purpose
except that the provisions of Sections 1.02, 1.06, 2.02 and this 7.03 may not be
altered, changed or amended in any respect or superseded by new Regulations in
whole or in part except by the affirmative vote of the holders of 85% of such
stock.
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SECTION 7.04. Fiscal Year. Unless otherwise determined by the Board of
Directors by resolution, the fiscal year of the Corporation shall begin the
first day of January in each year, and shall end on the thirty-first day of
December of such year.
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