Exhibit 3.28
AMENDED AND RESTATED NASSCO BY-LAWS
ADOPTED AS OF JUNE 15, 2001
TABLE OF CONTENTS
Article I OFFICES........................................................................1
Section 1.1 PRINCIPAL OFFICE..................................................1
Section 1.2 OTHER OFFICES.....................................................1
Article II MEETINGS OF STOCKHOLDERS.......................................................1
Section 2.1 PLACE OF MEETING..................................................1
Section 2.2 ANNUAL MEETING....................................................1
Section 2.3 SPECIAL MEETINGS..................................................1
Section 2.4 NOTICE OF MEETINGS................................................1
Section 2.5 ADJOURNED MEETINGS AND NOTICE THEREOF.............................2
Section 2.6 VOTING............................................................2
Section 2.7 QUORUM............................................................2
Section 2.8 ACTION WITHOUT MEETING............................................2
Section 2.9 VOTING BY PROXY...................................................2
Article III DIRECTORS......................................................................3
Section 3.1 POWERS............................................................3
Section 3.2 NUMBER AND QUALIFICATION OF DIRECTORS.............................4
Section 3.3 ELECTION AND TERM OF OFFICE.......................................4
Section 3.4 VACANCIES.........................................................4
Section 3.5 PLACE OF MEETING..................................................4
Section 3.6 ORGANIZATIONAL MEETING............................................4
Section 3.7 OTHER REGULAR MEETINGS............................................5
Section 3.8 SPECIAL MEETINGS..................................................5
Section 3.9 NOTICE OF ADJOURNMENT.............................................5
Section 3.10 WAIVER OF NOTICE.................................................5
Section 3.11 QUORUM...........................................................5
Section 3.12 ADJOURNMENT......................................................5
Section 3.13 ACTION WITHOUT MEETING AND ATTENDANCE VIA TELEPHONE..............6
Section 3.14 FEES AND COMPENSATION............................................6
Section 3.15 INDEMNIFICATION OF AGENTS OF THE CORPORATION.....................6
Article IV OFFICERS.......................................................................8
Section 4.1 OFFICERS..........................................................8
Section 4.2 ELECTION..........................................................8
Section 4.3 SUBORDINATE OFFICERS..............................................8
Section 4.4 REMOVAL AND RESIGNATION...........................................8
Section 4.5 VACANCIES.........................................................8
Section 4.6 CHAIRMAN OF THE BOARD.............................................8
Section 4.7 PRESIDENT.........................................................9
Section 4.8 VICE-CHAIRMAN OF THE BOARD........................................9
Section 4.9 CHAIRMAN OF THE EXECUTIVE COMMITTEE...............................9
Section 4.10 VICE PRESIDENT...................................................9
Section 4.11 SECRETARY........................................................9
Section 4.12 TREASURER.......................................................10
Article V MISCELLANEOUS.................................................................10
Section 5.1 CLOSING OR TRANSFER OF THE BOOKS.................................10
Section 5.2 CHECKS, DRAFTS, AND EVIDENCES OF INDEBTEDNESS....................11
Section 5.3 CONTRACTS, HOW EXECUTED..........................................11
Section 5.4 CERTIFICATES OF STOCK............................................11
Section 5.5 REPRESENTATION OF SHARES HELD BY OTHER CORPORATIONS..............11
Article VI AMENDMENTS....................................................................11
Section 6.1 ADOPTION, AMENDMENT, OR REPEAL OF BY-LAWS........................11
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AMENDED AND RESTATED BY-LAWS OF NATIONAL
STEEL AND SHIPBUILDING COMPANY
ADOPTED AS OF JUNE 15, 2001
ARTICLE I
OFFICES
SECTION 1.1 PRINCIPAL OFFICE. The principal office of the
Corporation shall be located at 6100 Neil Road, Suite 500, in the City of Reno,
County of Washoe, State of Nevada, 89511. The name of the resident agent in
charge thereof is The Corporation Trust Company of Nevada.
SECTION 1.2 OTHER OFFICES. The Corporation may also have such
other offices as may at any time be established by the Board of Directors at any
place or places, within or without the State of Nevada.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 2.1 PLACE OF MEETING. The annual meeting of stockholders
shall be held at such place, within or without the State of Nevada, as shall be
stated in the notice of the meeting.
SECTION 2.2 ANNUAL MEETING. The annual meeting of stockholders,
at which directors shall be elected, shall be held at such time and place and on
such date in each year as determined by the Board of Directors, and as shall be
stated in the notice of the meeting. At the annual meeting the stockholders
shall elect a board of directors and transact such other business as may
properly be brought before the meeting.
SECTION 2.3 SPECIAL MEETINGS. Special meetings of stockholders,
for any purpose or purposes whatsoever, may be called at any time by the
President or by the Board of Directors or by any two or more members thereof.
SECTION 2.4 NOTICE OF MEETINGS. Except in special cases where
other express provision is made by statute, notice of such annual and special
meetings shall be given to each stockholder entitled to vote, either personally
or by sending a copy of the notice through the mail, postage prepaid, or by
telegraph, charges prepaid, to his address appearing on the books of the
Corporation or supplied by him to the Corporation for the purpose of notice.
Such notice shall be in writing and signed by the President or a vice president
or the Secretary or an assistant secretary or by such other person or persons as
the Directors shall designate. If a stockholder
supplies no address, notice shall be deemed to have been given him if mailed to
the General Post Office at Reno, Nevada, the place where the principal office of
the Corporation is situated, or published at least once in a newspaper of
general circulation in Washoe County, Nevada. All such notices shall be sent to
each stockholder entitled thereto not less than ten (10) days nor more than
sixty (60) days before each such meeting, whether annual or special, and shall
specify the place, the day and the hour of such meeting, and the purpose or
purposes of the meeting. If mailed, the time of the notice shall begin to run
from the date upon which such notice is deposited in the mail for transmission
to the stockholder.
SECTION 2.5 ADJOURNED MEETINGS AND NOTICE THEREOF. Any
stockholders meeting, whether annual or special, and whether or not a quorum is
present, may be adjourned from time to time by the vote of the majority of the
shares represented at the meeting in person or by proxy, but in the absence of a
quorum no other business may be transacted at any such meeting.
When any stockholders' meeting, either annual or special, is
adjourned for thirty (30) days or more, notice of the adjourned meeting shall be
given as in the case of an original meeting. Save as aforesaid, it shall not be
necessary to give any notice of an adjournment or of the business to be
transacted at any adjourned meeting, other than by announcement at the meeting
at which such adjournment is taken.
SECTION 2.6 VOTING. Except as provided in the Articles of
Incorporation with respect to meetings for the election of directors, at all
meetings of stockholders, every stockholder shall have the right to one vote for
each share of such stock standing in his name on the stock records of the
Corporation. Such vote may be via voce or by ballot.
SECTION 2.7 QUORUM. At any meeting of the stockholders, the
presence in person or by proxy of the holders of a majority of the outstanding
stock shall constitute a quorum for the transaction of business by the holders
of the stock. The stockholders present at a duly called or held meeting at which
a quorum is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.
SECTION 2.8 ACTION WITHOUT MEETING. Any action, except election
of directors, which under the provisions of the General Corporation Law of
Nevada may be taken at a meeting of the stockholders, may be taken without a
meeting if authorized by the written consent of stockholders holding at least a
majority of the voting power; provided, if any greater proportion of voting
power is required for such action at a meeting, then such greater proportion of
written consents shall be required.
SECTION 2.9 VOTING BY PROXY. Every person entitled to vote
shares shall have the right to do so either in person or by one or more persons
appointed by a valid written proxy signed by such person or such person's
attorney in fact and filed with the Secretary of the Corporation. In the event
that any such instrument in writing shall designate two or more persons to act
as proxies, a majority of such persons present at the meeting, or, if only one
shall
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be present, then that one shall have and may exercise all of the powers
conferred by such written instrument upon all of the persons so designated
unless the instrument shall otherwise provide.
No proxy shall be valid after the expiration of six (6) months
from the date of its execution, unless coupled with an interest, or unless the
person executing it specifies therein the length of time for which it is to
continue in force, which in no case shall exceed seven (7) years from the date
of its execution. Subject to the above, any proxy duly executed is not revoked
and continues in full force and effect until an instrument revoking it or a duly
executed proxy bearing a later date is filed with the Secretary of the
Corporation.
ARTICLE III
DIRECTORS
SECTION 3.1 POWERS. Subject to limitations of the Articles of
Incorporation, of the By-laws, and of the General Corporation Law of Nevada as
to action to be authorized or approved by the stockholders, and subject to the
duties of directors as prescribed by the By-laws, all corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
Corporation shall be controlled by, the Board of Directors. Without prejudice to
such general powers, but subject to the same limitations, it is hereby expressly
declared that the Directors shall have the following powers, to-wit:
First -- To select and remove all the other officers, agents and
employees of the Corporation, prescribe such powers and duties for them as may
not be inconsistent with law, with the Articles of Incorporation or the By-laws,
fix their compensation and require from them security for faithful service.
Second -- To conduct, manage and control the affairs and
business of the Corporation, and to make such rules and regulations therefor not
inconsistent with law, with the Articles of Incorporation or the By-laws, as
they may deem best.
Third -- To fix and locate from time to time one or more
subsidiary offices of the Corporation within or without the State of Nevada, as
provided in Article 1, Section 2, hereof; and to adopt, make and use a corporate
seal, and to prescribe the forms of certificates of stock, and to alter the form
of such seal and of such certificates from time to time, as in their judgment
they may deem best, provided such seal and such certificates shall at all times
comply with the provisions of law.
Fourth -- To authorize the issue of shares of stock of the
Corporation from time to time, upon such terms as may be lawful, for labor,
services, or personal property, or real estate, or leases thereof.
Fifth -- To borrow money and incur indebtedness for the purposes
of the Corporation, and to cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations or other evidences of debt and securities therefor.
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Sixth -- To appoint an executive committee and other committees,
and to delegate to the Executive Committee any of the powers and authority of
the Board in the management of the business and affairs of the Corporation,
except the power to declare dividends. The Executive Committee shall be composed
of three or more directors as may be designated by the Board of Directors and at
all meetings of the Executive Committee any two or more members as such number
may be provided by the Board of Directors shall be necessary and sufficient to
constitute a quorum for the transaction of business.
SECTION 3.2 NUMBER AND QUALIFICATION OF DIRECTORS. The Board of
Directors shall consist of five (5) until changed by amendment to this Section 2
of Article III of these By-laws, fixing and changing such number. Each director
shall be a citizen of the United States.
SECTION 3.3 ELECTION AND TERM OF OFFICE. Subject to the
provisions of the Articles of Incorporation, the Directors shall be elected at
each annual meeting of stockholders, but if any such annual meeting is not held,
or the Directors are not elected there at, the Directors may be elected at any
special meeting of stockholders held for that purpose, and all directors shall
hold office until their respective successors are elected and qualify.
SECTION 3.4 VACANCIES. Subject to the provisions of the Articles
of Incorporation, vacancies in the Board of Directors may be filled by a
majority of the remaining directors, though less than a quorum, or by a sole
remaining director, and each director so elected shall hold office until his
successor is elected at an annual or a special meeting of the stockholders.
A vacancy or vacancies shall be deemed to exist in case of the
death, resignation or removal of any director or if the authorized number of
directors shall be increased by amendment of Section 2 of this ARTICLE III of
these By-laws, or in case the stockholders fail at any time to elect the full
number of authorized directors.
Stockholders entitled to vote for the election of directors in
accordance with the provisions of the Articles of Incorporation may at any time
elect directors to fill any vacancy not filled by the directors.
If any director tenders his resignation to the Board of
Directors, a successor may be elected to take office at such time as the
resignation shall become effective. No reduction of the number of directors
shall have the effect of removing any director prior to the expiration of his
term of office.
SECTION 3.5 PLACE OF MEETING. All meetings of the Board of
Directors shall be held at any place within or without the State of Nevada
designated at any time by resolution of the Board or by written consent of all
members of the Board.
SECTION 3.6 ORGANIZATIONAL MEETING. Immediately following each
annual meeting of stockholders the Board of Directors shall hold a regular
meeting for the
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purpose of organization, election of officers, and the transaction of other
business. Notice of such meetings is hereby dispensed with.
SECTION 3.7 OTHER REGULAR MEETINGS. Other regular meetings of
the Board of Directors shall be held without call at such times as shall from
time to time be determined by the Board of Directors. Notice of all such regular
meetings of the Board of Directors is hereby dispensed with.
SECTION 3.8 SPECIAL MEETINGS. Special meetings of the Board of
Directors for any purpose or purposes shall be called at any time by the
President or, if he is absent or unable or refuses to act, by any vice president
or by any two directors.
Written notice of the time and place of special meetings shall
be delivered personally to the Directors or sent to each director by letter or
by telegram, charges prepaid, addressed to him at his address as it is shown
upon the records of the Corporation or, if it is not so shown on such records or
is not readily ascertainable, at the place in which the meetings of the
directors are regularly held. In case such notice is mailed or telegraphed, it
shall be deposited in the United States mail or delivered to the telegraph
company at least two (2) days prior to the time of the holding of the meeting.
Such mailing, telegraphing or delivery, as above provided, shall be due, legal
and personal notice to such director.
SECTION 3.9 NOTICE OF ADJOURNMENT. Notice of the time and place
of holding an adjourned meeting of a directors' meeting, either regular or
special, need not be given to absent directors if the time and place are fixed
at the meeting adjourned.
SECTION 3.10 WAIVER OF NOTICE. The transactions of any meeting
of the Board of Directors, however called and notice or wherever held, shall be
as valid as though had at a meeting duly held after regular call and notice, if
a quorum be present, and if, either before or after the time stated therein,
each of the Directors not present sign a written waiver of notice. All such
waivers shall be filed with the corporate records or made a part of the minutes
of the meeting.
SECTION 3.11 QUORUM. At all meetings of the Board a majority of
the authorized number of directors shall be necessary and sufficient to
constitute a quorum for the transaction of business, except to fill vacancies in
the Board of Directors as hereinbefore provided, and except to adjourn as
hereinafter provided. Every act or decision done or made by a majority of the
Directors present at a meeting duly held at which a quorum is present shall be
regarded as the act of the Board of Directors.
SECTION 3.12 ADJOURNMENT. A quorum of the Directors may adjourn
any directors' meeting to meet again at a stated day and hour provided, however,
that in the absence of a quorum a majority of the Directors present at any
directors' meeting, either regular or special, may adjourn from time to time
until the time fixed for the next regular meeting of the Board.
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SECTION 3.13 ACTION WITHOUT MEETING AND ATTENDANCE VIA
TELEPHONE. Unless otherwise restricted by the Articles of Incorporation or the
By-laws, any action required or permitted to be taken at any meeting of the
Board of Directors or of any committee thereof may be taken without a meeting if
a written consent thereto is signed by all members of the Board or of such
committee. Such written consent shall be filed with the minutes of proceedings
of the Board or committee.
Any meeting, regular or special, of the Board of Directors may
be participated in by any director or directors by means of conference telephone
or similar communications equipment by means of which all persons participating
in the meeting can hear each other, and participation in a meeting pursuant to
this By-law shall constitute presence in person at such meeting.
SECTION 3.14 FEES AND COMPENSATION. Directors shall receive such
compensation for their services as directors as shall be determined from time to
time by resolution of the Board. Any director may serve the Corporation in any
other capacity as an officer, agent, employee or otherwise and receive
compensation therefor.
SECTION 3.15 INDEMNIFICATION OF AGENTS OF THE CORPORATION. For
purposes of this Section 15, "agent" means any person who is or was a director,
officer, employee or other agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
foreign or domestic corporation, partnership, joint venture, trust or other
enterprise; "proceeding" means any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative; and
"expenses" includes without limitation, attorneys' fees and any expenses of
establishing a right to indemnification under the fourth paragraph or
subdivision (iii) of the fifth paragraph of this Section 15.
The Corporation may indemnify any person who was or is a party
or is threatened to be made a party to any proceeding (other than an action by
or in the right of the Corporation to procure a judgment in its favor) by reason
of the fact that such person is or was an agent of the Corporation, against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with such proceeding if such person acted in
good faith and in a manner such person reasonably believed to be in the best
interests of the Corporation and, in the case of a criminal proceeding, had no
reasonable cause to believe the conduct of such person was unlawful. The
termination of any proceeding by judgment, order, settlement conviction or upon
a plea of nolo contendere or its equivalent does not, of itself, create a
presumption that the person did not act in good faith and in a manner which the
person reasonably believed to be in the best interests of the Corporation or
that the person had reasonable cause to believe the person's conduct was
unlawful.
The Corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that such person is or was an agent of the Corporation,
against expenses, including amounts paid in settlement, actually or reasonably
incurred by such person in connection with the defense or settlement of such
action if
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such person acted in good faith, in a manner such person believed to be in the
best interests of the Corporation and with such care, including reasonable
inquiry, as an ordinarily prudent person in a like position would use under
similar circumstances. No indemnification shall be made under this paragraph in
respect of any claim, issue or matter as to which such person shall have been
adjudged by a court of competent jurisdiction, after exhaustion of all appeals
therefrom, to be liable to the Corporation or for amounts paid in settlement to
the Corporation, unless and only to the extent that the court in which such
proceedings was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
To the extent that an agent of the Corporation has been
successful on the merits in defense of any proceeding referred to in the second
and third paragraphs of this Section 15, or in defense of any claim, issue or
matter therein, the agent must be indemnified against expenses actually and
reasonably incurred by the agent in connection therewith.
Any indemnification under the second and third paragraphs of
this Section 15, unless ordered by a court or advanced pursuant to the sixth
paragraph of this Section 15, must be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the agent is
proper in the circumstances by (i) the stockholders, (ii) the Board of Directors
by majority vote of a quorum consisting of directors who are not parties to such
proceeding, (iii) if a majority vote of a quorum consisting of directors who
were not parties to the proceeding so orders, independent legal counsel in a
written opinion, or (iv) if a quorum consisting of directors who were not
parties to the proceeding cannot be obtained, independent legal counsel in a
written opinion.
The Articles of Incorporation or the By-laws of the Corporation
or an agreement made by the Corporation may provide that the expenses of
officers and directors incurred in defending any proceeding must be paid by the
Corporation as they are incurred, and in advance of the final disposition of
such proceeding, upon receipt of an undertaking by or on behalf of the Director
or officer to repay such amount if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified by the
Corporation as authorized in this Section 15. The provisions of this paragraph
do not affect any rights to advancement of expenses to which agents other than
directors or officers may be entitled under any contract or otherwise by law.
The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this Section 15 (a) does not exclude any other
rights to which a person seeking indemnification or advancement of expenses may
be entitled by the Articles of Incorporation of the Corporation or any
agreement, vote of stockholders or disinterested directors or otherwise, for
either an action in his official capacity or an action in another capacity while
holding such office, except that indemnification, unless ordered by a court
pursuant to paragraph 3 of this Section 15 or for the advancement of expenses
made pursuant to paragraph 6 of this Section 15, may not be made to or on behalf
of any director or officer if a final adjudication establishes that his acts or
omissions involved intentional misconduct, fraud or a knowing violation of the
law and was material to the cause of action, and (b) the indemnification
provided in this Section 15
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shall continue as to a person who has ceased to be an agent of the Corporation
and shall inure to the benefit of the heirs, executors and administrators of
such a person.
ARTICLE IV
OFFICERS
SECTION 4.1 OFFICERS. The officers of the Corporation shall be a
president, a vice president, a secretary, and a treasurer. The Corporation may
also have at the discretion of the Board of Directors a chairman of the board, a
vice chairman of the board, a chairman of the executive committee, one or more
additional vice presidents, one or more assistant secretaries, one or more
assistant treasurers, and such other officers as may be appointed in accordance
with the provisions of Section 3 of this ARTICLE IV. Officers other than the
Chairman of the Executive Committee need not be directors. One person may hold
two or more offices.
SECTION 4.2 ELECTION. The officers of the Corporation, except
such officers as may be appointed in accordance with the provisions of Section 3
or Section 5 of this ARTICLE IV, shall be chosen annually by the Board of
Directors, and each shall hold office until he shall resign or shall be removed
or otherwise disqualified to serve, or his successor shall be elected and
qualify.
SECTION 4.3 SUBORDINATE OFFICERS. The Board of Directors may
appoint such other officers as the business of the Corporation may require, each
of whom shall hold office for such period, have such authority and perform such
duties as are provided in the By-laws or as the Board of Directors may from time
to time determine.
SECTION 4.4 REMOVAL AND RESIGNATION. Any officer may be removed,
either with or without cause, by a majority of the Directors at the time in
office, at any regular or special meeting of the Board, or, except in case of an
officer chosen by the Board of Directors, by any officer upon whom such power of
removal may be conferred by the Board of Directors.
Any officer may resign at any time by giving written notice to
the Board of Directors or to the President, or to the Secretary of the
Corporation. Any such resignation shall take effect at the date of the receipt
of such notice or at any later time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
SECTION 4.5 VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause, shall be filled in
the manner prescribed in the By-laws for regular appointments to such office.
SECTION 4.6 CHAIRMAN OF THE BOARD. The Chairman of the Board
shall be a citizen of the United States. The Chairman of the Board shall be the
Chief Executive Officer of the Corporation and shall, subject to the control of
the Board of Directors, have general supervision, direction, and control of the
business and affairs of the Corporation. He
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shall preside at all meetings of the stockholders and at all meetings of the
Board of Directors, and he shall have the general powers and duties of
management usually vested in the office of the Chief Executive Officer of a
Corporation, and shall have such other powers and duties as may be prescribed to
him by the Board of Directors.
SECTION 4.7 PRESIDENT. The President shall be a citizen of the
United States. The President shall be responsible for the active management and
direction of the business and affairs of the Corporation. In case of a vacancy
in the office of chairman or the inability or failure of the Chairman of the
Board to perform the duties of that office, the President shall perform the
duties of the Chairman of the Board, unless otherwise determined by the Board of
Directors.
SECTION 4.8 VICE-CHAIRMAN OF THE BOARD. The Vice-Chairman of the
Board, if there shall be such an officer, shall, in the absence of the Chairman
of the Board, or if there be none, preside at all meetings of the Board of
Directors and exercise and perform such other powers and duties as may be from
time to time assigned to him by the Board of Directors or prescribed by the
By-laws.
SECTION 4.9 CHAIRMAN OF THE EXECUTIVE COMMITTEE. The Chairman of
the Executive Committee, if there shall be such an officer, shall preside at all
meetings of the Executive Committee of the Board of Directors and shall exercise
and perform such other powers and duties as may be from time to time assigned
him by the Board of Directors or prescribed by the By-laws.
SECTION 4.10 VICE PRESIDENT. In the absence or disability of the
President, the Vice Presidents in order of their rank as fixed by the Board of
Directors, or if not ranked, the Vice President designated by the Board of
Directors shall perform all the duties of the President, and when so acting
shall have all the powers of, and be subject to all restrictions upon, the
President. The Vice Presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
Board of Directors or the By-laws.
SECTION 4.11 SECRETARY. The Secretary shall keep, or cause to be
kept, at the principal office of the Corporation, or such other place as the
Board of Directors may order, a book of minutes of all meetings of directors and
stockholders, with the time and place of holding, whether regular or special,
and, if special, how authorized, the notice thereof given, the names of those
present at directors' meetings, the number of shares present or represented at
stockholders' meetings and the proceedings thereof.
The Secretary shall keep, or cause to be kept, at the principal
office of the Corporation, or at the office of the Corporation's transfer agent,
if a transfer agent shall be appointed, a stock ledger, or a duplicate stock
ledger, showing the names -of the stockholders and their addresses; the number
and classes of shares held by each; the number and date certificates issued for
the same, and the number and date of cancellation of every certificate
surrendered for cancellation. The Secretary shall cause to be kept at the
principal office of the Corporation in Reno, Nevada, a certified copy of its
Articles of Incorporation, a certified copy of
9
its By-laws and all amendments thereto, and a statement setting out the name of
the custodian of such stock ledger or duplicate stock ledger and the present and
complete post office address, including street and number, if any, where such
stock ledger or duplicate stock ledger is kept.
The Secretary shall give, or cause to be given, notice of all
the meetings of the stockholders and of the Board of Directors required by the
By-laws or By-law to be given, and he shall keep the seal of the Corporation in
safe custody, and shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors or the By-laws.
SECTION 4.12 TREASURER. The Treasurer shall keep and maintain,
or cause to be kept and maintained, adequate and correct accounts of the
properties and business transactions of the Corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital,
surplus and shares. The books of account shall at all times be open to
inspection by any director.
The Treasurer shall deposit, or cause to be deposited, all
moneys and other valuables in the name and to the credit of the Corporation with
such depositaries as may be designated by the Board of Directors. He shall
disburse the funds of the Corporation as may be ordered by the Board of
Directors, shall render to the President and directors, whenever they request
it, an account of all of his transactions as treasurer and of the financial
condition of the Corporation, and shall have such other powers and perform such
other duties as may be prescribed by the Board of Directors or the By-laws.
ARTICLE V
MISCELLANEOUS
SECTION 5.1 CLOSING OR TRANSFER OF THE BOOKS. The Board of
Directors shall have power to close the stock transfer books of the Corporation
for a period not exceeding forty (40) days preceding the date of any meeting of
stockholders or the date for payment of any dividend or the date for the
allotment of rights or the date when any change or conversion or exchange of
capital stock shall go into effect or for a period of not exceeding forty (40)
days in connection with obtaining the consent of stockholders for any purpose;
provided, however, that in lieu of closing the stock transfer books as aforesaid
the Board of Directors may fix in advance a date, not exceeding forty (40) days
preceding the date of any meeting of stockholders or the date for the payment of
any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect, or a
date in connection with obtaining such consent, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting, and any adjournment thereof, or entitled to receive payment of any
such dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock, or to give
such consent, and in such cases such stockholders and only such stockholders as
shall be stockholders of record on the date so fixed, shall be entitled to such
notice of, and to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend, or to receive such allotment of rights, or to
exercise such rights, or to give such consent, as the case may be,
10
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.
SECTION 5.2 CHECKS, DRAFTS, AND EVIDENCES OF INDEBTEDNESS. All
checks, drafts or other orders for payment of money, notes or other evidences of
indebtedness, issued in the name of or payable to the Corporation, shall be
signed or endorsed by such person or persons and in such manner as, from time to
time, shall be determined by resolution of the Board of Directors.
SECTION 5.3 CONTRACTS, HOW EXECUTED. The Board of Directors,
except as in the By-laws otherwise provided, may authorize any officer or
officers, agent or agents, to enter into any contract or execute any instrument
in the name and on behalf of the Corporation, and such authority may be general
or confined to specific instances; and unless so authorized by the Board of
Directors, no officer, agent or employee shall have any power or authority to
bind the Corporation by any contract or engagement or to pledge its credit or to
render it liable for any purpose or to any amount.
SECTION 5.4 CERTIFICATES OF STOCK. A certificate or certificates
for shares of the capital stock of the Corporation shall be issued to each
stockholder when any such shares are fully paid up. All such certificates shall
be signed by the President or a vice president and the Secretary or an assistant
secretary, or be authenticated by facsimiles of the signatures of the President
and Secretary or a facsimile of the signature of the President and the written
signature of the Secretary or an assistant secretary. Every certificate
authenticated by a facsimile of a signature must be countersigned by a transfer
agent or transfer clerk, and be registered by an incorporated bank or trust
company, either domestic or foreign, as registrar of transfers, before issuance.
SECTION 5.5 REPRESENTATION OF SHARES HELD BY OTHER CORPORATIONS.
Shares of the Corporation standing in the name of another corporation may be
voted or represented, and all rights incident thereto may be exercised on behalf
of such other corporation, by any officer thereof authorized to do so by
resolution of its board of directors, or by its executive committee, or by its
by-laws, or by any person authorized so to do by proxy or power of attorney duly
executed by the president or vice president and secretary or assistant secretary
of such other corporation, or by authority of the board of directors thereof.
ARTICLE VI
AMENDMENTS
SECTION 6.1 ADOPTION, AMENDMENT, OR REPEAL OF BY-LAWS. The
original By-laws of the Corporation may be adopted by the stockholders or the
directors. Thereafter, any and all By-laws may be made, adopted, amended,
altered or repealed only by the vote or written consent of stockholders entitled
to exercise at least two-thirds (2/3) of the voting power of the Corporation.
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HISTORY OF AMENDMENTS TO NASSCO BY-LAWS
DATE FORUM ARTICLE SECTION DESCRIPTION
---- ----- --------------- -----------
12/07/59 Meeting Bylaws Adopted
06/04/60 Written Consent Amend Art. IV
11/07/61 Written Consent Amend Art. III, '2 No. of Directors
12/15/62 Written Consent Amend Art. III, '2 No. of Directors
12/06/67 Special Meeting Amend Art. IV, '1; Officers
Add Art. IV, '9; Chairman of Executive
Re-number" 9, 10, 11 Committee
as" 10, 11, 12
01/23/69 Written Consent Amend Art. III, '2 No. of Directors
10/21/69 Written Consent Amend Art. II, '2 Annual Meeting
03/16/71 Special Meeting Amend Art. III, '15 Indemnification
01/26/73 Special Meeting Amend Art. III, '3 Executive
("6th") Committee
02/11/75 Special Meeting Amend Art. III, '2 No. of Directors
02/15/77 Special Meeting Amend Art. III, '2 No. of Directors
02/12/80 Special Meeting Amend Art. IV, '6 Chairman to be CEO
Amend Art. IV, '8 President to be COO
03/03/86 Special Meeting Amend Art. IV, '6 Chairman to be CEO
Amend Art. IV, '8 unless President
elected CEO by Board
12/16/88 Written Consent Add to Art. III, '13 Board attendance by
telephone
04/11/89 Written Consent Amend Art. II, '9 Voting by Proxy
Amend Art. III, '2 No. of Directors
Amend Art. III, '15 Indemnification
Amend Art. IV, '6 Chairman to be CEO
Amend Art. IV, '8 President to be COO
ARTICLE
DATE FORUM SECTION DESCRIPTION
---- ----- ------- -----------
6/15/01 Written Consent Amended & Restated:
Article I Address Change
Article II, '1 & '2 1 Mtg. Annually
Article III, '2 No. of Directors
b