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EXHIBIT 3.2
BYLAWS
OF
RAYONIER INC.
Effective February 16, 1996
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BYLAWS
OF
RAYONIER INC.
ARTICLE 1 -- OFFICES
Section 1. Offices. The principal office of the Corporation shall be
located at Stamford, Connecticut. The Corporation may have offices at such other
places, either within or without the State of North Carolina, as the Board of
Directors may from time to time determine.
ARTICLE 2 -- MEETINGS OF SHAREHOLDERS
Section 1. Place of Meeting. Meetings of Shareholders shall be held at
such places, either within or without the State of North Carolina, as shall be
designated in the notice of the meeting.
Section 2. Annual Meeting. The annual meeting of Shareholders shall be
held on such date and at such time as the Board of Directors shall determine
each year in advance thereof, for the purpose of electing Directors of the
Corporation and the transaction of such other business as may be a proper
subject for action at the meeting.
Section 3. Special Meetings. Special meetings of the Shareholders shall
be held at such places and times as determined by the Board of Directors in
their discretion as provided in the Articles of Incorporation.
Section 4. Notice of Meetings. At least 10 and no more than 60 days
prior to any annual or special meeting of Shareholders, the Corporation shall
notify Shareholders of the date, time and place of the meeting and, in the case
of a special meeting or where otherwise required by the Articles of
Incorporation or by law, shall briefly describe the purpose or purposes of the
meeting. Only business within the purpose or purposes described in the notice
may be conducted at a special meeting. Unless otherwise required by the Articles
of Incorporation or by law, the Corporation shall be required to give notice
only to Shareholders entitled to vote at the meeting. If an annual or special
Shareholders' meeting is adjourned to a different date, time or place, notice
thereof need not be given if the new date, time or place is announced at the
meeting before adjournment. If a new record date for the adjourned meeting is
fixed pursuant to Article 7, Section 5 hereof, notice of the adjourned meeting
shall be given to persons who are Shareholders as of the new record date. If
mailed, notice shall be deemed to be effective when deposited in the United
States mail with postage thereon prepaid, correctly addressed to the
Shareholder's address shown in the Corporation's current record of Shareholders.
Section 5. Quorum. Except as may be provided in the terms of a series
of Preferred Stock, a majority of the votes entitled to be cast by a voting
group on a matter, represented in person or by proxy at a meeting of
Shareholders, shall constitute a quorum for that
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voting group for any action on that matter, unless quorum requirements are
otherwise fixed by a court of competent jurisdiction acting pursuant to Section
55-7-03 of the General Statutes of North Carolina. Once a share is represented
for any purpose at a meeting, it is deemed present for quorum purposes for the
remainder of the meeting and any adjournment thereof, unless a new record date
is or must be set for the adjournment. Action may be taken by a voting group at
any meeting at which a quorum of that voting group is represented, regardless of
whether action is taken at that meeting by any other voting group. In the
absence of a quorum at the opening of any meeting of Shareholders, such meeting
may be adjourned from time to time by a vote of the majority of the shares
voting on the motion to adjourn.
Section 6. Voting of Shares. Except as otherwise provided by the
Articles of Incorporation or by law, each outstanding share of voting capital
stock of the Corporation shall be entitled to one vote on each matter submitted
to a vote at a meeting of the Shareholders. Action on a matter by a voting group
for which a quorum is present is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless the
vote of a greater number is required by law, by the Articles of Incorporation,
by rules of any exchange on which the voting group's stock is listed or by
Section 55-10-03(c) of the North Carolina Business Corporation Act (the
"NCBCA"). Voting on all matters shall be by ballot vote.
Section 7. Notice of Shareholder Proposal. For business proposed by a
Shareholder (other than director nominations) to be a proper subject for action
at an Annual Shareholders meeting, in addition to any requirement of law the
Shareholder must timely request (by Certified Mail - Return Receipt Requested)
that the proposal be included in the Corporation's proxy statement for the
meeting, and such request must satisfy all of the provisions of Rule 14a-8 under
the Securities Exchange Act of 1934, as amended.
Section 8. Postponement of Shareholders Meeting. A scheduled annual or
special meeting of Shareholders may be postponed by the Board of Directors by
public notice given at or prior to the time of the meeting.
ARTICLE 3 -- BOARD OF DIRECTORS
Section 1. General Powers. Except as otherwise expressly provided in
the Articles of Incorporation or by law, the Board of Directors shall have the
exclusive power and authority to direct the management of the business and
affairs of the Corporation and shall exercise all corporate powers, and possess
all authority, necessary or appropriate to carry out the intent of this
provision, and which are customarily exercised by the board of directors of a
public company.
Section 2. Number, Term and Qualification. The number, term and
qualification of Directors of the Corporation shall be as provided in the
Articles of Incorporation.
Section 3. Removal. Directors may be removed from office only for the
reasons, if any, specified in the Articles of Incorporation.
Section 4. Vacancies. Vacancies occurring in the Board of Directors
shall be filled only as provided in the Articles of Incorporation.
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Section 5. Compensation. Compensation for the services of Directors as
such shall be determined exclusively by the Board of Directors as provided in
the Articles of Incorporation.
ARTICLE 4 -- MEETINGS OF DIRECTORS
Section 1. Annual and Regular Meetings. All annual and regular meetings
of the Board of Directors shall be held at such places and times as determined
by the Board of Directors in their discretion as provided in the Articles of
Incorporation.
Section 2. Special Meetings. Special meetings of the Board of Directors
shall be held at such places and times as determined by the Board of Directors
in their discretion as provided in the Articles of Incorporation.
Section 3. Notice of Meetings. Unless the Board of Directors by
resolution determines otherwise in accordance with authority set forth in the
Articles of Incorporation, all meetings of the Board of Directors may be held
without notice of the date, time, place or purpose of the meeting. The Secretary
shall give such notice of any meetings called by the Board by such means of
communication as may be specified by the Board.
Section 4. Quorum. The percentage of Directors in office specified in
the Articles of Incorporation will constitute a quorum for the transaction of
business at any meeting of the Board of Directors.
Section 5. Manner of Acting. A majority of Directors who are present at
a meeting at which a quorum is present will constitute the required vote to
effect any action taken by the Board of Directors.
Section 6. Action Without Meeting. Action required or permitted to be
taken at a meeting of the Board of Directors may be taken without a meeting if
the action is taken by all members of the Board. The action must be evidenced by
one or more written consents signed by each Director before or after such
action, describing the action taken, and included in the minutes or filed with
the corporate records. Action taken without a meeting is effective when the last
Director signs the consent, unless the consent specifies a different effective
date.
Section 7. Meeting by Communications Device. The Board of Directors may
permit Directors to participate in any meeting of the Board of Directors by, or
conduct the meeting through the use of, any means of communication by which all
Directors participating may simultaneously hear each other during the meeting. A
Director participating in a meeting by this means is deemed to be present in
person at the meeting.
ARTICLE 5 -- COMMITTEES
Section 1. Election and Powers. The Board of Directors may have such
committees, with such members who shall have such powers and authority as may be
determined by the Board of Directors as provided by the Articles of
Incorporation. To the extent specified
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by the Board of Directors or in the Articles of Incorporation, each committee
shall have and may exercise the powers of the Board in the management of the
business and affairs of the Corporation, except that no committee shall have
authority to do the following:
(a) Authorize distributions.
(b) Approve or propose to Shareholders action required to be approved
by Shareholders.
(c) Fill vacancies on the Board of Directors or on any of its
committees.
(d) Amend the Articles of Incorporation.
(e) Adopt, amend or repeal the bylaws.
(f) Approve a plan of merger not requiring Shareholder approval.
(g) Authorize or approve the reacquisition of shares, except according
to a formula or method prescribed by the Board of Directors.
(h) Authorize or approve the issuance, sale or contract for sale of
shares, or determine the designation and relative rights,
preferences and limitations of a class or series of shares, except
that the Board of Directors may authorize a committee (or a senior
executive officer of the Corporation) to do so within limits
specifically prescribed by the Board of Directors.
Section 2. Removal; Vacancies. Unless the Board of Directors by
resolution determines otherwise in accordance with authority specified in the
Articles of Incorporation, any member of a committee may be removed at any time
exclusively by the Board of Directors with or without cause, and vacancies in
the membership of a committee as a result of death, resignation,
disqualification or removal shall be filled by a majority of the whole Board of
Directors.
Section 3. Meetings. The provisions of Article 4 governing meetings of
the Board of Directors, action without meeting, notice, waiver of notice and
quorum and voting requirements shall apply to the committees of the Board and
its members to the extent not otherwise prescribed by the Board in the
resolution authorizing the establishment of the committee.
Section 4. Minutes. Each committee shall keep minutes of its
proceedings and shall report thereon to the Board of Directors at or before the
next meeting of the Board.
ARTICLE 6 -- OFFICERS
Section 1. Titles. Pursuant to authority conferred in the Articles of
Incorporation, the Board of Directors shall have the exclusive power and
authority to elect from time to time such officers of the Corporation, including
a Chairman and a President (one of whom shall be the Chief Executive Officer), a
Vice Chairman, one or more Executive Vice
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Presidents, one or more Senior Vice Presidents, one or more Vice Presidents, a
Chief Financial Officer, a General Counsel, a Controller, a Treasurer, a
Secretary, one or more Assistant Controllers, one or more Assistant Treasurers,
and one or more Assistant Secretaries, and such other officers as shall be
deemed necessary or desirable from time to time. The officers shall have the
authority and perform the duties as set forth herein or as from time to time may
be prescribed by the Board of Directors. Any two or more offices may be held by
the same individual, but no officer may act in more than one capacity where
action of two or more officers is required.
The officers of the Corporation may appoint one or more individuals to
hold a position which includes one of the titles indicated above. An individual
holding such title by virtue of being so appointed rather than by virtue of
being elected to such position by the Board of Directors shall not be an officer
of the Corporation for purposes of the Articles of Incorporation or these
Bylaws, but such individual shall have such duties as may be prescribed by the
officer or officers appointing him or her.
Section 2. Election; Removal. Pursuant to authority conferred in the
Articles of Incorporation, the officers of the Corporation shall be elected
exclusively by the Board of Directors and shall serve at the pleasure of the
Board as specified at the time of their election, until their successors are
elected and qualify, or until the earlier of their resignation or removal.
Pursuant to authority conferred in the Articles of Incorporation, any officer
may be removed by the Board at any time with or without cause.
Section 3. Compensation. Pursuant to authority conferred in the
Articles of Incorporation, the compensation of the officers shall be fixed by
the Board of Directors.
Section 4. General Powers of Officers. Except as may be otherwise
provided in these bylaws or in the NCBCA, the Chairman, the Vice-Chairman, the
President, any Executive Vice President, any Senior Vice President, any Vice
President, the Chief Financial Officer, the General Counsel, the Controller, the
Treasurer, the Secretary, or any one of them, may (i) execute and deliver in the
name of the Corporation, in the name of any division of the Corporation or in
both names any agreement, contract, deed, instrument, power of attorney or other
document pertaining to the business or affairs of the Corporation or any
division of the Corporation, and (ii) delegate to any employee or agent the
power to execute and deliver any such agreement, contract, deed, instrument,
power of attorney or other document.
Section 5. Chief Executive Officer. The Chief Executive Officer of the
Corporation shall report directly to the Board. Except in such instances as the
Board may confer powers in particular transactions upon any other officer, and
subject to the control and direction of the Board, the Chief Executive Officer
shall manage the business and affairs of the Corporation and shall communicate
to the Board and any committee thereof reports, proposals and recommendations
for their respective consideration or action. He may do and perform all acts on
behalf of the Corporation.
Section 6. Chairman. The Chairman shall preside at meetings of the
Board of Directors and the Shareholders and shall have such other powers and
perform such other duties as the Board may prescribe or as may be prescribed in
these bylaws.
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Section 7. Vice Chairman. The Vice Chairman shall have such powers and
perform such duties as the Board or the Chairman (to the extent he is authorized
by the Board of Directors to prescribe the authority and duties of other
officers) may from time to time prescribe or as may be prescribed in these
bylaws.
Section 8. President. The President shall have such powers and perform
such duties as the Board and the Chief Executive Officer (to the extent he is
authorized by the Board of Directors to prescribe the authority and duties of
other officers) may from time to time prescribe or as may be prescribed in these
bylaws.
Section 9. Executive Vice Presidents, Senior Vice Presidents and Vice
Presidents. The Executive Vice Presidents, Senior Vice Presidents and Vice
Presidents shall have such powers and perform such duties as the Board or the
Chief Executive Officer (to the extent he is authorized by the Board of
Directors to prescribe the authority and duties of other officers) may from time
to time prescribe or as may be prescribed in these bylaws.
Section 10. Chief Financial Officer. The Chief Financial Officer shall
have such powers and perform such duties as the Board or the Chief Executive
Officer (to the extent he is authorized by the Board of Directors to prescribe
the authority and duties of other officers) may from time to time prescribe or
as may be prescribed in these bylaws. The Chief Financial Officer shall present
to the Board such balance sheets, income statements, budgets and other financial
statements and reports as the Board or the Chief Executive Officer (to the
extent he is authorized by the Board of Directors to prescribe the authority and
duties of other officers) may require and shall perform such other duties as may
be prescribed or assigned pursuant to these bylaws and all other acts incident
to the position of Chief Financial Officer.
Section 11. Controller. The Controller shall be responsible for the
maintenance of adequate accounting records of all assets, liabilities, capital
and transactions of the Corporation. The Controller shall prepare such balance
sheets, income statements, budgets and other financial statements and reports as
the Board or the Chief Executive Officer or the Chief Financial Officer (to the
extent they are authorized by the Board of Directors to prescribe the authority
and duties of other officers) may require, and shall perform such other duties
as may be prescribed or assigned pursuant to these bylaws and all other acts
incident to the position of Controller.
Section 12. Treasurer.
(a) The Treasurer shall have the care and custody of all the funds and
securities of the Corporation except as may be otherwise ordered by the Board,
and shall cause such funds (i) to be invested or reinvested from time to time
for the benefit of the Corporation as may be designated by the Board or by the
Chairman, the Vice Chairman, the President, the Chief Financial Officer or the
Treasurer (to the extent they are authorized by the Board of Directors to make
such designations), or (ii) to be deposited to the credit of the Corporation in
such banks or depositories as may be designated by the Board or by the Chairman,
the President, the Chief Financial Offer or the Treasurer (to the extent they
are authorized by the Board of Directors to make such designations), and shall
cause such securities to be placed in safekeeping in such manner as may be
designated by the Board or by the Chairman, the President, the Chief Financial
Officer or the Treasurer (to the extent they are authorized by the Board of
Directors to make such designations).
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(b) The Treasurer or such other person or persons as may be designated
for such purpose by the Board or by the Chairman, the President, the Chief
Financial Officer or the Treasurer (to the extent they are authorized by the
Board of Directors to make such designations) may endorse in the name and on
behalf of the Corporation all instruments for the payment of money, bills of
lading, warehouse receipts, insurance policies and other commercial documents
requiring such endorsement.
(c) The Treasurer or such other person or persons as may be designated
for such purpose by the Board or by the Chairman, the President, the Chief
Financial Officer or the Treasurer (to the extent they are authorized by the
Board of Directors to make such designations), (i) may sign all receipts and
vouchers for payments made to the Corporation; (ii) shall prepare a statement of
the cash account of the Corporation to the Board as often as it shall require
the same; and (iii) shall enter regularly in books to be kept for that purpose
full and accurate account of all moneys received and paid on account of the
Corporation and of all securities received and delivered by the Corporation.
(d) The Treasurer shall perform such other duties as may be prescribed
or assigned pursuant to these bylaws and all other acts incident to the position
of Treasurer.
Section 13. Secretary. The Secretary shall keep the minutes of all
proceedings of the Shareholders, the Board and the Committees of the Board. The
Secretary shall attend to the giving and serving of all notices of the
Corporation, in accordance with the provisions of these bylaws and as required
by the laws of the State of North Carolina. The Secretary shall cause to be
prepared and maintained (i) at the office of the Corporation a stock ledger
containing the names and addresses of all Shareholders and the number of shares
held by each and (ii) any list of Shareholders required by law to be prepared
for any meeting of Shareholders. The Secretary shall be responsible for the
custody of all stock books and of all unissued stock certificates. The Secretary
shall be the custodian of the seal of the Corporation. The Secretary shall affix
or cause to be affixed the seal of the Corporation to such contracts,
instruments and other documents requiring the seal of the Corporation, and when
so affixed may attest the same and shall perform such other duties as may be
prescribed or assigned pursuant to these bylaws and all other acts incident to
the position of Secretary.
Section 14. Voting Upon Securities. Unless otherwise ordered by the
Board of Directors, the Chairman, the President, any Executive Vice President,
any Senior Vice President or any Vice President shall have full power and
authority in behalf of the Corporation to attend, act and vote at meetings of
the security holders of any entity in which this Corporation may hold
securities, and at such meetings shall possess and may exercise any and all
rights and powers incident to the ownership of such securities and which, as the
owner, the Corporation might have possessed and exercised if present. The Board
of Directors may by resolution from time to time confer such power and authority
upon any other person or persons.
Section 15. Continuing Determination by Board. All powers and duties of
the officers shall be subject to a continuing determination by the Board of
Directors.
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ARTICLE 7 -- CAPITAL STOCK
Section 1. Certificates. Unless the Board determines otherwise, shares
of the capital stock of the Corporation shall be represented by certificates.
The name and address of the persons to whom shares of capital stock of the
Corporation are issued, with the number of shares and date of issue, shall be
entered on the stock transfer records of the Corporation. Certificates for
shares of the capital stock of the Corporation shall be in such form not
inconsistent with the Articles of Incorporation of the Corporation as shall be
approved by the Board of Directors. Each certificate shall be signed (either
manually or by facsimile) by (a) the Chairman, the Vice Chairman, the President
or any Vice President and by the Secretary, Assistant Secretary, Treasurer or
Assistant Treasurer or (b) any two officers designated by the Board of
Directors. Each certificate may be sealed with the seal of the Corporation or a
facsimile thereof.
Section 2. Transfer of Shares. Transfer of shares shall be made on the
stock transfer records of the Corporation, and transfers shall be made only upon
surrender of the certificate for the shares sought to be transferred by the
record holder or by a duly authorized agent, transferee or legal representative.
All certificates surrendered for transfer or reissue shall be canceled before
new certificates for the shares shall be issued.
Section 3. Transfer Agent and Registrar. The Board of Directors may
appoint one or more transfer agents and one or more registrars of transfers and
may require all stock certificates to be signed or countersigned by the transfer
agent and registered by the registrar of transfers.
Section 4. Regulations. The Board of Directors may make rules and
regulations as it deems expedient concerning the issue, transfer and
registration of shares of capital stock of the Corporation.
Section 5. Fixing Record Date. For the purpose of determining
Shareholders entitled to notice of or to vote at any meeting of Shareholders, or
entitled to receive payment of any dividend, or in order to make a determination
of Shareholders for any other purpose, the Board of Directors may fix in advance
a date as the record date for the determination of Shareholders. The record date
shall be not more than 70 days before the meeting or action requiring a
determination of Shareholders. A determination of Shareholders entitled to
notice of or to vote at a Shareholders' meeting shall be effective for any
adjournment of the meeting unless the Board of Directors fixes a new record
date, which it shall do if the meeting is adjourned to a date more than 120 days
after the date fixed for the original meeting.
Section 6. Lost Certificates. The Board of Directors must authorize the
issuance of a new certificate in place of a certificate claimed to have been
lost, destroyed or wrongfully taken, upon receipt of (a) an affidavit from the
person explaining the loss, destruction or wrongful taking, and (b) a bond from
the claimant in a sum as the Corporation may reasonably direct to indemnify the
Corporation against loss from any claim with respect to the certificate claimed
to have been lost, destroyed or wrongfully taken. The Board of Directors may, in
its discretion, waive the affidavit and bond and authorize the issuance of a new
certificate in place of a certificate claimed to have been lost, destroyed or
wrongfully taken.
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ARTICLE 8 -- GENERAL PROVISIONS
Section 1. Dividends and other Distributions. The Board of Directors
may from time to time declare and the Corporation may pay dividends or make
other distributions with respect to its outstanding shares in the manner and
upon the terms and conditions provided by law.
Section 2. Seal. The seal of the Corporation shall be any form approved
from time to time or at any time by the Board of Directors.
Section 3. Waiver of Notice. Whenever notice is required to be given to
a Shareholder, director or other person under the provisions of these bylaws,
the Articles of Incorporation or applicable law, a waiver in writing signed by
the person or persons entitled to the notice, whether before or after the date
and time stated in the notice, and delivered to the Corporation shall be
equivalent to giving the notice.
Section 4. Depositaries. The Chairman, the President, the Chief
Financial Officer, and the Treasurer are each authorized to designate
depositaries for the funds of the Corporation deposited in its name or that of a
division of the Corporation, or both, and the signatories with respect thereto
in each case, and from time to time, to change such depositaries and
signatories, with the same force and effect as if each such depositary and the
signatories with respect thereto and changes therein had been specifically
designated or authorized by the Board; and each depositary designated by the
Board or by the Chairman, the President, the Chief Financial Officer, or the
Treasurer shall be entitled to rely upon the certificate of the Secretary or any
Assistant Secretary of the Corporation or of a division of the Corporation
setting forth the fact of such designation and of the appointment of the
officers of the Corporation or of the Division or of both or of other persons
who are to be signatories with respect to the withdrawal of funds deposited with
such depositary, or from time to time the fact of any change in any depositary
or in the signatories with respect thereto.
Section 5. Signatories. Unless otherwise designated by the Board or by
the Chairman, the President, the Chief Financial Officer or the Treasurer, all
notes, drafts, checks, acceptances, orders for the payment of money shall be (a)
signed by the Treasurer or any Assistant Treasurer and (b) countersigned by the
Controller or any Assistant Controller, or either signed or countersigned by the
Chairman, the Vice Chairman, the President, any Executive Vice President, any
Senior Vice President or any Vice President in lieu of either the officers
designated in (a) or the officers designated in (b) of this Section.
Section 6. Fiscal Year. The fiscal year of the Corporation shall be
fixed by the Board of Directors.
Section 7. Amendments. These bylaws may be amended or repealed by the
Board of Directors, including any bylaw adopted, amended or repealed by the
Shareholders generally. These bylaws may be amended or repealed by the
Shareholders even though the bylaws may also be amended or repealed by the Board
of Directors.
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