EXHIBIT 4.10
AMENDED & RESTATED BYLAWS
OF
URS CORPORATION -- OHIO
A Ohio Corporation
(Amended and Restated as of September 9, 2004)
Article I.
MEETINGS OF SHAREHOLDERS
(a) ANNUAL MEETINGS. The annual meeting of the shareholders of this
corporation shall be held at the principal office of the corporation, in
Cleveland, Ohio, or any other location designated by the directors, on the third
Tuesday in January of each year, at 10:00 A.M., if not a legal holiday, but if a
legal holiday, then on the following Tuesday at the same hour, or at such other
time in the month of January as designated by the Board of Directors.
(b) SPECIAL MEETINGS of the shareholders of this corporation shall be
called by the Secretary, pursuant to a resolution of the Board of Directors, or
upon the written request of two directors, or by shareholders representing 25%
of the shares issued and entitled to vote. Calls for special meetings shall
specify the time, place and object or objects thereof, and no business other
than that specified in the call therefor shall be considered at any such
meetings.
(c) NOTICE OF MEETINGS. A written or printed notice of the annual or any
special meeting of the shareholders, stating the time and place and the objects
thereof shall be given to each shareholder entitled to vote at such meeting
appearing an the books of the corporation by personal delivery or by mailing
same to his address as the same appears on the records of the corporation or of
its Transfer Agent, or Agents, at least seven (7) day before any such meeting,
provided, however, that no failure or irregularity of notice of any annual
meeting shall invalidate the same or any proceeding thereat.
All notices with respect to any shares to which persons are jointly
entitled may be given to that one of such persons who is named first upon the
books of the Corporation and notice so given shall be sufficient notice to all
the holders of such shares.
(d) QUORUM. A majority in number of the shares authorized, issued and
outstanding, represented by the holders of record thereof, in person or by
proxy, shall be requisite to constitute a quorum at any meeting of shareholders,
but less than such majority may adjourn the meeting any business may be
transacted which might have been transacted if the meeting had been as
originally called.
(e) PROXIES. Any shareholder entitled to vote at a meeting of shareholders
may be represented and vote thereat by proxy appointed by an instrument in
writing, subscribed by
each shareholder, or by his duly authorized attorney, and submitted to the
Secretary at or before such meeting.
Article II.
SEAL
The seal of the corporation shall be circular, about two inches in
diameter, with the name of the corporation engraved around the margin and the
word "SEAL" engraved across the center. It shall remain in the custody of the
Secretary, and it or a facsimile thereof shall be if affixed to all certificates
of the corporation's shares. If deemed advisable by the Board of Directors, a
duplicate seal may be kept and used by any other officer of the corporation, or
by any Transfer Agent of its shares.
Article III.
SHARES
SECTION 1.--CERTIFICATES. Certificates evidencing the ownership of shares
of the corporation shall be issued to those entitled to them by transfer or
otherwise. Each certificate for shares shall bear a distinguishing number, the
signature of the President or Vice--President, and of the Secretary or an
Assistant Secretary, the seal of the corporation, and such recitals as may be
required by law. The certificates for shares shall be of such tenor and design
as the Board of Directors from time to time may adopt.
SECTION 2.--TRANSFERS. (a) The shares may be transferred on the proper
books of the corporation by the registered holders thereof, or by their
attorneys legally constituted, or their legal representatives, by surrender of
the certificate therefor for cancellation and a written assignment of the shares
evidenced thereby. The Board of Directors may, from time to time, appoint such
Transfer Agents or Registrars of shares as it may deem advisable, and may define
their powers and duties.
(b) All endorsements, assignments, transfers, share powers or other
instruments of transfer of securities standing in the name of the corporation
shall be executed for and in the name of the corporation by any two of the
following officers, to-wit: the President or a Vice-President, and the Treasurer
or Secretary, or an Assistant Treasurer or an Assistant Secretary; or by any
person or persons thereunto authorized by the Board of Directors.
SECTION 3.--LOST CERTIFICATES. The Board of Directors may order a new
certificate or certificates of shares to be issued in place of any certificate
or certificates alleged to have been lost or destroyed, but in every such case
the owner of the lost certificate or certificates shall first cause to be given
to the corporation a bond, with surety or sureties satisfactory to the
corporation in such sum as said Board of Directors may in its discretion deem
sufficient as indemnity against any loss or liability that the corporation may
incur by reason of the issuance of such new certificates; but the Board of
Directors may, in its
discretion, refuse to issue such new certificate save upon the order of some
court having jurisdiction in such matters pursuant to the statute made and
provided.
SECTION 4.--CLOSING OF TRANSFER BOOKS. The share transfer books of the
corporation may be closed by order of the Board of Directors for a period not
exceeding ten (10) days prior to any meeting of the shareholders, and for a
period not exceeding ten (10) days prior to the payment of any dividend. The
times during which the books may be closed shall, from time to time, be fixed by
the Board of Directors.
Article IV.
DIRECTORS
The authorized number of directors shall be determined from time to time
by resolution of the Board of Directors, provided that the Board of Directors
shall consist of at least one member. Whenever all the shares of the corporation
are owned beneficially and of record by either one or two shareholders, the
number of directors may be less than three but not less than the number of
shareholders. Whenever there are three or more shareholders, there must be at
least three directors.
Directors shall hold office until the expiration of the term for which
they were elected and shall continue in office until their respective successors
have been duly elected and qualified.
Article V.
VACANCIES IN THE BOARD
A resignation from the Board of Directors shall be deemed to take effect
upon its receipt by the Secretary, unless some other time is specified therein.
In case of any vacancy in the Board of Directors, through death, resignation,
disqualification, or other cause deemed sufficient by the Board, by the
affirmative vote of two-thirds (2/3) of the remaining directors, may elect a
successor to hold office for the unexpired portion of the term of the director
whose place shall be vacant, and until the election and qualification of a
successor.
Article VI.
REGULAR MEETINGS
Regular meetings of the Board of Directors shall be held on such dates as
the Board may designate.
Article VII.
SPECIAL MEETINGS
Special meetings of the Board of Directors shall be called by the
Secretary and held at the request of the President or any two of the directors.
Article VIII.
NOTICE OF MEETINGS
The Secretary shall give notice of each meeting of the Board of Directors,
whether regular or special, to each member of the Board.
Article VIII(A).
VOTE OF DIRECTORS
Each member of the Board of Directors shall have one (1) vote. Except as
otherwise provided, the affirmative vote of a majority of the total number of
directors in office at a meeting at which a quorum is present shall be necessary
to take official action. In the absence of a meeting the official action of the
Board of Directors may be taken by unanimous written consent of all the members
of the Board in office at that time.
Article IX.
QUORUM
A majority of the Directors in office at the time shall constitute a
quorum at all meetings thereof.
Article X.
PLACE OF MEETINGS
The Board of Directors may hold its meetings at such place or places
within or without the State of Ohio as the Board may, from time to time,
determine.
Article XI.
COMPENSATION
Directors may be allowed such compensation and expenses as the Board of
Directors may determine. Members of either executive or special committees may
be allowed such additional compensation and expenses as the Board of Directors
may determine. Nothing herein contained shall be construed to preclude any
Director from serving the corporation in any other capacity and receiving
compensation therefor.
Article XII.
ELECTION OF OFFICERS
At the first meeting of the Board of Directors in each year (at which a
quorum shall be present) held next after the annual meeting of the shareholders,
and at any special meeting provided in Article VII, the Board of Directors shall
elect officers of the corporation (including the President) and designate and
appoint such subordinate officers and employees as it shall determine. They may
also appoint an executive committee or committees from their number and define
their powers and duties.
Article XIII.
OFFICERS
The officers of this corporation shall be a President, who need not be a
director, and also one or more Vice-Presidents, a Secretary and a Treasurer who
may or may not be directors. Said officers shall be chosen by the Board of
Directors, and shall hold office for one year, and until their successors are
elected and qualified. Additional Vice-Presidents may be elected from time to
time as determined by the Directors who may also appoint one or more Assistant
Secretaries, and one or more Assistant Treasurers, and such other officers and
agents of the corporation as it may from time to time determine. The officers of
this corporation may also include a Chairman of the Board, and should there be a
Vice Chairman of the Board, both shall be Directors.
Any officer or employee elected or appointed by the Board of Directors,
other than that of director, may be removed at any time upon vote of the
majority of the whole Board of Directors.
The same person may hold more than one office, other than that of
President and Vice-President, or Secretary and Assistant Secretary, or Treasurer
and Assistant Treasurer.
In case of the absence of any officer of the corporation, or for any other
reason which the Board of Directors may deem sufficient, the Board of Directors
may delegate the powers or duties of such officer to any other officer or to any
director, provided a majority of the whole Board of Directors concur therein.
Article XIV.
DUTIES OF OFFICERS
(a) PRESIDENT. The President shall exercise, subject to the control of the
Board of Directors and the shareholders of the corporation, a general
supervision over the affairs of the corporation, and shall perform generally all
duties incident to the office and such other duties as may be assigned to him
from time to time by the Board of Directors.
(b) VICE-PRESIDENT. The Vice-President shall perform all duties of the
President in his absence or during his inability to act, and shall have such
other and further powers, and shall perform such other and further duties as may
be assigned to him by the Board of Directors.
(c) SECRETARY. The Secretary shall keep the minutes of all proceedings of
the Board of Directors and of the shareholders and make a proper record of the
same, which shall be attested by him. He shall keep such books as may be
required by the Board of Directors, and shall take charge of the seal of the
corporation, and generally perform such duties as may be required by the Board
of Directors.
(d) TREASURER. The Treasurer shall have the custody of the funds and
securities of the corporation which may come into his hands, and shall do with
the same as may be ordered by the Board of Directors. When necessary or proper
he may endorse on behalf of the corporation for collection, checks, notes and
other obligations. He shall deposit the funds of the corporation to its credit
in such banks and depositaries as the Board of Directors may, from time to time,
designate. He shall submit to the annual meeting of the shareholders, a
statement of the financial condition of the corporation, and whenever required
by the Board of Directors, shall make and render a statement of his accounts,
and such other statements as may be required. He shall keep in books of the
corporation, full and accurate accounts of all moneys received and paid by him
for account of the corporation. He shall perform such other duties as may, from
time to time, be assigned to him by the Board of Directors.
(e) CHAIRMAN OF THE BOARD. The Chairman of the Board, if present, shall
preside at all meetings of the Board of Directors, and shall, in general,
perform all duties incident to the office of the Chairman of the Board and such
other duties as may be assigned to him by the Board of Directors.
(f) VICE CHAIRMAN OF THE BOARD. The Vice Chairman of the Board, if
present, shall preside at all meetings of the Board of Directors when the
Chairman of the Board is not present, and shall, in general, perform all duties
incident to the office of Vice Chairman of the Board, all duties of the Chairman
of the Board when he is not available, and such other duties as may be assigned
to the Vice Chairman of the Board by the Board of Directors.
ARTICLE XV.
ORDER OF BUSINESS
1. Call meeting to order.
2. Selection of chairman and secretary.
3. Proof of notice of meeting.
4. Roll call, including filing of proxies with secretary.
5. Appointment of tellers.
6. Reading and disposal of previously unapproved minutes.
7. Reports of officers and committees.
8. If annual meeting, or meeting called for that purpose, election of
directors.
9. Unfinished business.
10. New business.
11. Adjournment.
This order may be changed by the affirmative vote of a majority in
interest of the shareholders present.
Article XVI.
AMENDMENTS
These regulations may be adopted, amended or repealed by the affirmative
vote of two-thirds (2/3) of the shares empowered to vote thereon at any meeting
called and held for that purpose, notice of which meeting has been given
pursuant to law, or without a meeting by the written assent of the owners of
two-thirds (2/3) of the shares of the corporation entitled to vote thereon.
Thereupon, the following written assent to the adoption of the code of
regulations aforesaid was entered in these minutes and subscribed by all of the
shareholders of this corporation.
Article XVII.
INDEMNIFICATION OF
OFFICERS AND DIRECTORS
The Corporation shall indemnify any director or officer, or a former
director or officer, of the Corporation, or any person who is serving or has
served at its request as an officer or director of another corporation, against
expenses (including attorneys' fees), judgments, decrees, fines, penalties,
amounts paid in settlement and other liabilities incurred in connection with the
defense of any pending or threatened action, suit, or proceeding, whether
criminal, civil, administrative or investigative, to which such director or
officer is or could reasonably expect to be made a party by reason of being or
having been such director or officer, provided:
(a) that such person was not, and has not been adjudicated to have been,
negligent or guilty of misconduct in the performance of his duty to
the Corporation or the corporations of which he was a director or
officer;
(b) that he acted in good faith in what he reasonably believed to be the
best interests of the Corporation; and,
(c) that, in any matter, the subject of a criminal action, suit, or
proceeding, he had no reasonable cause to believe that his conduct
was unlawful.
The determination as to (a), (b) and (c) above shall be made: (1) by the
Board of Directors by a majority vote of a quorum of directors, all of whom
shall be eligible to vote regardless of their present or past involvement as
parties to or threatened with such action, suit, or proceeding, or any other
action, suit, or proceeding arising from the same or similar operative facts or
(2) if such a quorum is not obtainable, or even if obtainable if a majority of
such quorum of directors so directs, by independent legal counsel (compensated
by the Corporation) to whom the matter may be referred by the directors.
The Board of Directors, whether a disinterested quorum exists or not, may
advance expenses to any such person for the defense of any such action, suit, or
proceeding, or threat thereof, prior to any final disposition thereof, upon
receipt of a satisfactory undertaking by such person to repay such amount unless
it shall ultimately be determined that such person is entitled to
indemnification by the Corporation as herein authorized.
The termination of any claim, action, suit, or proceeding by judgment,
order, settlement, conviction or plea of guilty of nolo contendere shall not
create a presumption that such person did not meet the standards of conduct
referred to above.
To the extent that any such person has been successful on the merits, on
procedural grounds, or otherwise with respect to any such action, suit, or
proceeding, or in the defense of any claim, issued or matter therein, such
person shall be indemnified against expenses incurred in connection therewith
without the determination specified above.
The indemnification provided by this Article shall not be deemed exclusive
of, or in any way to limit, any other rights to which any person indemnified may
be or may become entitled as a matter of law, by the articles, regulations,
agreements, insurance, vote of stockholders, or otherwise, with respect to
action in his official capacity, and shall continue
as to a person who has ceased to be a director, officer, or employee, and shall
inure to the benefit of the heirs, executors and administrators of such person.
The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director or officer, against any liability asserted
against him and incurred by him in such capacity, or arising out of his status
as such, whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of this Article or of the Ohio
Revised Code.
Article XVIII.
FISCAL YEAR
The fiscal year of the corporation shall be fixed by resolution of the
Board of Directors.