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EXHIBIT 3.11
BYLAWS
OF
WILLIAMS BROS. CONSTRUCTION, INC.
1) SHAREHOLDERS' MEETINGS
.01 ANNUAL MEETINGS
The annual meeting of the shareholders of this Corporation, for
the purpose of election of Directors and for such other business as
may come before it, shall be held at the registered office of the
Corporation, or such other places, either within or without the State
of Washington, as may be designated by the notice of the meeting, on
the FIRST DAY of AUGUST of each and every year, but in case such day
shall be a legal holiday, the meeting shall be held at the same hour
and place on the next succeeding day not a holiday.
.02 SPECIAL MEETINGS
Special meetings of the shareholders of this Corporation may be
called at any time by the holders of ten percent (10%) of the voting
shares of the Corporation, or by the president, or by the Board of
Directors or a majority thereof. No business shall be transacted at
any special meeting of shareholders except as is specified in the
notice calling for said meeting. The Board of Directors may designate
any place, either within or without the State of Washington, as the
place of any special meeting called by the president or the Board of
Directors, and special meetings called at the request of shareholders
shall be held at such place in Spokane County, Washington, as may be
determined by the Board of Directors and placed in the notice of such
meeting.
.03 NOTICE OF MEETINGS
Written notice of annual or special meetings of shareholders
stating the place, day, and hour of the meeting and, in the case of a
special meeting, the purpose or purposes for which the meeting is
called shall be given by the secretary or persons authorized to call
the meeting to each shareholder of record
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entitled to vote at the meeting. Such notice shall be given not less
than ten (10) nor more than sixty (60) days prior to the date of the
meeting, either personally or by mail. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail
addressed to the shareholder at his/her address as it appears on the
stock transfer books of the Corporation.
.04 WAIVER OF NOTICE
Notice of the time, place, and purpose of any meeting may be
waived in writing and will be waived by any shareholder by his/her
attendance thereat in person or by proxy. Any shareholder so waiving
shall be bound by the proceedings of any such meeting in all respects
as if due notice thereof had been given.
.05 QUORUM AND ADJOURNED MEETINGS
A majority of the outstanding shares of the Corporation entitled
to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. A majority of the shares represented at
a meeting, even if less than a quorum, may adjourn the meeting from
time to time without further notice. At such adjourned meeting at
which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as
originally notified. The shareholders present at a duly organized
meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less
than a quorum.
.06 PROXIES
At all meetings of shareholders, a shareholder may vote by proxy
executed in writing by the shareholder or by his/her duly authorized
attorney in fact. Such proxy shall be filed with the secretary of the
Corporation before or at the time of the meeting. No proxy shall be
valid after eleven (11) months from the date of its execution, unless
otherwise provided in the proxy.
.07 VOTING OF SHARES
Except as otherwise provided in the Articles of Incorporation or
in these Bylaws, every shareholder of record shall have the right at
every shareholders'
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meeting to one (1) vote for every share standing in his/her name on
the books of the Corporation, and the affirmative vote of a majority
of the shares represented at a meeting and entitled to vote thereat
shall be necessary for the adoption of a motion or for the
determination of all questions and business which shall come before
the meeting.
2) DIRECTORS
.01 GENERAL POWERS
The business and affairs of the Corporation shall be managed by
its Board of Directors.
.02 NUMBER, TENURE, AND QUALIFICATIONS
The initial number of Directors of the Corporation shall be three
(3). However, if the corporation is to have less or more than three
Directors, the number of Directors to be elected at any annual meeting
of the shareholders shall be fixed by the shareholders. Each Director
shall hold office until the next annual meeting of shareholders and
until his/her successor shall have been elected and qualified.
Directors need not be residents of the State of Washington or
shareholders of the Corporation.
.03 ELECTION
The Directors shall be elected by the shareholders at their
annual meeting each year; and if, for any cause, the Directors shall
not have been elected at an annual meeting, they may be elected at a
special meeting of shareholders called for that purpose in the manner
provided by these Bylaws.
.04 VACANCIES
In case of any vacancy in the Board of Directors, the remaining
directors, whether constituting a quorum or not, may elect a successor
to hold office for the unexpired portion of the term of the Director
whose place shall be vacant, and until his/her successor shall have
been duly elected and qualified.
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.05 RESIGNATION
Any Director may resign at any time by delivering written notice
to the secretary of the Corporation.
.06 MEETINGS
At any annual, special or regular meeting of the Board of
Directors, any business may be transacted, and the Board may exercise
all of its powers. Any such annual, special or regular meeting of the
Board of Directors of the Corporation may be held outside of the State
of Washington, and any member or members of the Board of Directors of
the Corporation may participate in any such meeting by means of a
conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other at
the same time, and participation by such means shall constitute
presence in person at such meeting.
A. ANNUAL MEETINGS OF DIRECTORS
Annual meetings of the Board of Directors shall be held
immediately after the annual shareholders' meeting or at such
time and place as may be determined by the Directors. No notice
of the annual meeting of the Board of Directors shall be
necessary.
B. SPECIAL MEETINGS
Special meetings of the Directors shall be called at any
time and place upon the call of the president or any Director.
Notice of the time and place of each special meeting shall be
given by the secretary, or the persons calling the meeting, by
mail, radio, telegram, or by personal communication by telephone
or otherwise at least three (3) days in advance of the time of
the meeting. The purpose of the meeting need not be given in the
notice. Notice of any special meeting may be waived in writing or
by telegram (either before or after such meeting) and will be
waived by any Director in attendance at such meeting.
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C. REGULAR MEETINGS OF DIRECTORS
Regular meetings of the Board of Directors shall be held at
such place and on such day and hour as shall from time to time be
fixed by resolution of the Board of Directors. No notice of
regular meetings of the Board of Directors shall be necessary.
.07 QUORUM AND VOTING
A majority of the Directors presently in office shall constitute
a quorum for all purposes, but a lesser number may adjourn any
meeting, and the meeting may be held as adjourned without further
notice. At each meeting of the Board at which a quorum is present, the
act of a majority of the Directors present at the meeting shall be the
act of the Board of Directors. The Directors present at a duly
organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough Directors to leave less than
a quorum.
.08 COMPENSATION
By resolution of the Board of Directors, the Directors may be
paid their expenses if any, of attendance at each meeting of the Board
of Directors and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as Director. No
such payment shall preclude any Director from serving the Corporation
in any other capacity and receiving compensation therefor.
.09 PRESUMPTION OF ASSENT
A Director of the Corporation who is present at a meeting of the
Board of Directors at which action on any corporate matter is taken
shall be presumed to have assented to the action taken unless his/her
dissent shall be entered in the minutes of the meeting or unless
he/she shall file his/her written dissent to such action with the
person acting as the secretary of the meeting before the adjournment
thereof or shall forward such dissent by registered mail to the
secretary of the Corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a Director who voted
in favor of such action.
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.10 EXECUTIVE AND OTHER COMMITTEES
The Board of Directors, by resolution adopted by a majority of
the full Board of Directors, may designate from among its members an
executive committee and one or more other committees, each of which,
to the extent provided in such resolution, shall have and may exercise
all the authority of the Board of Directors, but no such committee
shall have the authority of the Board of Directors in reference to
amending the Articles of Incorporation, adopting a plan of merger or
consolidation, recommending to the shareholders the sale, lease,
exchange, or other disposition of all or substantially all the
property and assets of the Corporation otherwise than in the usual and
regular course of its business, recommending to the shareholders a
voluntary dissolution of the Corporation or a revocation thereof, or
amending the Bylaws of the Corporation. The designation of any such
committee and the delegation thereto of authority shall not operate to
relieve any member of the Board of Directors of any responsibility
imposed by law.
.11 CHAIRMAN OF BOARD OF DIRECTORS
The Board of Directors may, in its discretion, elect a chairman
of the Board of Directors from its members and, if a chairman has been
elected, he/she shall, when present, preside at all meetings of the
Board of Directors and shareholders and shall have such other powers
as the Board may prescribe.
3) ACTIONS BY WRITTEN CONSENT
Any corporate action required by the Articles of Incorporation,
Bylaws, or the laws under which this Corporation is formed, to be voted
upon or approved at a duly called meeting of the Directors and/or
shareholders may be accomplished without a meeting if unanimous written
consent of the respective Directors and/or shareholders, setting forth the
action so taken, shall be signed before taking such action by all the
Directors and/or shareholders, as the case may be.
4) OFFICERS
.01 OFFICERS DESIGNATED
The Corporation shall designate a president, one or more vice
presidents (the number thereof to be determined by the Board of
Directors), and may have a
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secretary, and a treasurer, each of whom shall be elected by the Board
of Directors. Such other officers and assistant officers as may be
deemed necessary may be elected or appointed by the Board of
Directors. Any two or more offices may be held by the same person,
except that in the event that the Corporation shall have more than one
stockholder, the offices of president and secretary shall be held by
different individuals.
.02 ELECTION QUALIFICATION, AND TERM OF OFFICE
Each of the officers shall be elected by the Board of Directors.
None of said officers, except the president, need be a Director but a
vice president who is not a Director cannot succeed to or fill the
office of president. The officers shall be elected by the Board of
Directors at each annual meeting of the Board of Directors. Except as
hereinafter provided, each of said officers shall hold office from the
date of his/her election until the next annual meeting of the Board of
Directors and until his/her successor shall have been duly elected and
qualified.
.03 POWERS AND DUTIES
The powers and duties of the respective corporate officers shall
be as follows:
A. PRESIDENT
The president shall be the chief executive officer of the
Corporation and, subject to the direction and control of the
Board of Directors, shall have general charge and supervision
over its property, business, and affairs. He/she shall, unless a
chairman of the Board of Directors has been elected and is
present, preside at meetings of the shareholders and the Board of
Directors.
B. VICE PRESIDENT
In the absence of the president or his/her inability to act,
the senior vice president shall act in his/her place and stead
and shall have all the powers and authority of the president,
except as limited by resolution of the Board of Directors.
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C. SECRETARY
The secretary shall:
(1) Keep the minutes of the shareholders' and of the Board of
Directors' meetings in one or more books provided for that
purpose;
(2) See that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law;
(3) Be custodian of the corporate records and of the seal of the
Corporation and affix the seal of the Corporation to all
documents as may be required;
(4) At all times keep a current record at the registered office
or principal place of business of the names and addresses of
all shareholders and the number and class of the shares held
by each;
(5) Sign with the president, or a vice president, certificates
for shares of the Corporation, the issuance of which shall
have been authorized by resolution of the Board of
Directors;
(6) Have general charge of the stock transfer books of the
Corporation; and
(7) In general, to perform all duties incident to the office of
secretary and such other duties as from time to time may be
assigned to him/her by the president or by the Board of
Directors.
D. TREASURER
Subject to the direction and control of the Board of
Directors, the treasurer shall have the custody, control, and
disposition of the funds and securities of the Corporation and
shall account for the same and, at the expiration of his/her term
of office, he/she shall turn over to his/her successor all
property of the Corporation in his/her possession.
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E. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS
The assistant secretaries, when authorized by the Board of
Directors, may sign with the president or a vice president
certificates for shares of the Corporation the issuance of which
shall have been authorized by a resolution of the Board of
Directors. The assistant treasurers shall, respectively, if
required by the Board of Directors, give bonds for the faithful
discharge of their duties in such sums and with such sureties as
the Board of Directors shall determine. The assistant secretaries
and assistant treasurers, in general, shall perform such duties
as shall be assigned to them by the secretary or the treasurer,
respectively, or by the president or the Board of Directors.
.04 REMOVAL
The Board of Directors shall have the right to remove any officer
whenever in its judgment the best interest of the Corporation will be
served thereby.
.05 VACANCIES
The Board of Directors shall fill any office which becomes vacant
with a successor who shall hold office for the unexpired term and
until his/her successor shall have been duly elected and qualified.
.06 SALARIES
The salaries of all officers of the Corporation shall be fixed by
the Board of Directors.
5) SHARE CERTIFICATES
.01 FORM AND EXECUTION OF CERTIFICATES
Certificates for shares of the Corporation shall be in such form
as is consistent with the provisions of the Corporation laws of the
State of Washington. They shall be signed by the president and by the
secretary, and the seal of the Corporation shall be affixed thereto.
Certificates may be issued for fractional shares.
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.02 TRANSFERS
Shares may be transferred by delivery of the certificates
therefor, accompanied either by an assignment in writing on the back
of the certificates or by a written power of attorney to assign and
transfer the same signed by the record holder of the certificate.
Except as otherwise specifically provided in these Bylaws, no shares
shall be transferred on the books of the Corporation until the
outstanding certificate therefor has been surrendered to the
Corporation.
.03 LOSS OR DESTRUCTION OF CERTIFICATES
In case of loss or destruction of any certificate of shares,
another may be issued in its place upon proof of such loss or
destruction, i.e., a sworn affidavit attesting to such loss. A new
certificate may be issued without requiring a bond of indemnity, when
in the judgment of the Board of Directors it is proper to do so.
6) BOOKS AND RECORDS
.01 BOOKS OF ACCOUNTS, MINUTES, AND SHARE REGISTER
The Corporation shall keep complete books and records of accounts
and minutes of the proceedings of the Board of Directors and
shareholders and shall keep at its registered office, principal place
of business, or at the office of its transfer agent or registrar a
share register giving the names of the shareholders in alphabetical
order and showing their respective addresses and the number and class
of shares held by each.
.02 COPIES OF RESOLUTIONS
Any person dealing with the Corporation may rely upon a copy of
any of the records of the proceedings, resolutions, or votes of the
Board of Directors or shareholders, when certified by the president or
secretary.
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7) CORPORATE SEAL
The following is an impression of the corporate seal of this
Corporation:
8) LOANS
No loans shall be made by the Corporation to its officers or
Directors, unless first approved by the holders of two-thirds of the voting
shares or the Board of Directors determines that the loan benefits the
corporation and thereby approves the loan. No loans shall be made by the
Corporation secured by its shares.
9) INDEMNIFICATION OF DIRECTORS AND OFFICERS
Each Director or officer now or hereafter serving the Corporation, and
each person who at the request of or on behalf of the Corporation is now
serving or hereafter serves as Director or officer of any other corporation
and the respective heirs, executors, and administrators of each of them
shall be indemnified by the Corporation to the fullest extent provided by
law against all costs, expenses, judgments, and liabilities, including
attorneys' fees, reasonably incurred by or imposed upon him in connection
with or resulting from any claim, action, suit, or proceeding, civil or
criminal, in which he/she is or may be made a party by reason of his/her
being or having been such Director or officer by reason of any action
alleged to have been taken or omitted by him/her as such Director or
officer, whether or not he/she is a Director or officer at the time of
incurring such costs, expenses, judgments, and liabilities, provided that
he/she acted in good faith and in a manner he/she reasonably believed to be
in or not opposed to the best interests of the Corporation. The termination
of any action, suit, or proceeding by judgment, order, settlement, or
conviction or upon a plea of nolo contendere or its equivalent shall not,
of itself, create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in or not opposed to the
best interests of the Corporation. The foregoing right of indemnification
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shall not be exclusive of other rights to which such Director or officer
may be entitled as a matter of law. The Board of Directors may obtain
insurance on behalf of any person who is or was a director, officer,
employee, or agent against any liability arising out of his/her status as
such, whether or not the Corporation would have power to indemnify him/her
against such liability.
10) AMENDMENT OF BYLAWS
.01 BY THE SHAREHOLDERS
These Bylaws may be amended, altered, or repealed at any regular
or special meeting of the shareholders if notice of the proposed
alteration or amendment is contained in the notice of the meeting.
.02 BY THE BOARD OF DIRECTORS
These Bylaws may be amended, altered, or repealed by the
affirmative vote of a majority of the whole Board of Directors at any
regular or special meeting of the Board.
11) FISCAL YEAR
The fiscal year of the Corporation shall be set by resolution of the
Board of Directors.
12) RULES OF ORDER
The rules contained in the most recent edition of Robert's Rules of
Order, Newly Revised, shall govern all meetings of shareholders and
Directors where those rules are not inconsistent with the Articles of
Incorporation, Bylaws, or special rules of order of the Corporation.
13) REIMBURSEMENT OF DISALLOWED EXPENSES
If any salary, payment, reimbursement, employee fringe benefit,
expense allowance payments, or other expense incurred by the Corporation
for the benefit of an employee is disallowed in whole or in part as a
deductible expense of the Corporation for Federal Income Tax purposes, the
employee shall reimburse the Corporation, upon notice and demand, to the
full extent of the disallowance. This legally enforceable obligation is in
accordance with the provisions of Revenue Ruling 69-115, 1969-1 C.B. 50,
and is for the purpose of entitling such employee to a business expense
deduction for the taxable year in which the repayment is made to the
Corporation.
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In this manner, the Corporation shall be protected from having to bear the
entire burden of any disallowed expense item.
C E R T I F I C A T I O N
The undersigned secretary for WILLIAMS BROS. CONSTRUCTION, INC., a
Washington corporation, hereby certifies that on the _________ day of June,
1992, the attached Bylaws consisting of 13 pages were presented and adopted by
the Corporation at the First Meeting of the Board of Directors.
/s/ Gerald R. Williams
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Secretary
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