EXHIBIT 4.11
AMENDED & RESTATED BYLAWS
OF
URS CORPORATION SOUTHERN
A California Corporation
(Amended and Restated as of September 9, 2004)
(Formerly: Greiner, Inc. Southern)
ARTICLE I
Applicability
Section 1. Applicability of Bylaws. These Bylaws govern, except as
otherwise provided by statute or its Articles of Incorporation, the management
of the business and the conduct of the affairs of the Corporation.
ARTICLE II
Offices
Section 1. Principal Executive Office. The location of the principal
executive office of the Corporation is 11440 San Vicente Boulevard, Los Angeles,
California 90049.
ARTICLE III
Meetings of Shareholders
Section 1. Place of Meetings. Meetings of the shareholders shall be held
at any place within or without the State of California designated by the Board
of Directors.
Section 2. Annual Meetings. An annual meeting of the shareholders shall be
held within 180 days following the end of the fiscal year of the Corporation at
a date and time designated by the Board of Directors. Directors shall be elected
at each annual meeting and any other proper business may be transacted thereat.
Section 3. Special Meetings. (a) Special meetings of the shareholders may
be called by a majority of the Board of Directors, the President or the holders
of shares entitled to cast not less than 10 percent of the votes at such
meeting.
(b) Any request for the calling of a special meeting of the shareholders
shall (1) be in writing, (2) specify the date and time thereof which date shall
be not less than 35 nor more than 60 days after receipt of the request, and (3)
be given either personally or by first-class mail, postage prepaid, or other
means of written communication to the President, any Vice
President or Secretary of the Corporation. The officer receiving a proper
request to call a special meeting of the shareholders shall cause notice to be
given pursuant to the provisions of Section 4 of this article.
Section 4. Notice of Annual, Special or Adjourned Meetings. (a) Whenever
any meeting of the shareholders is to be held, a written notice of such meeting
shall be given in the manner described in subdivision (c) of this section not
less than 10 nor more than 60 days before the date thereof to each shareholder
entitled to vote thereat. The notice shall state the place, date and hour of the
meeting and the general nature of the business to be transacted.
(b) Notice need not be given of an adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken.
(c) Notice of any meeting of the shareholders or any report shall be given
either personally or by first-class mail, postage prepaid, or other means of
written communication, addressed to the shareholder at his address appearing on
the books of the Corporation.
Section 5. Record Date. (a) The Board of Directors may fix a time in the
future as a record date for the determination of the shareholders (1) entitled
to notice of any meeting or to vote thereat, (2) entitled to receive payment of
any dividend or other distribution or allotment of any rights or (3) entitled to
exercise any rights in respect of any other lawful action. The record date so
fixed shall be not more than 60 nor less than 10 days prior to the date of any
meeting of the shareholders nor more than 60 days prior to any other action.
Section 6. Quorum; Action at Meetings. (a) A majority of the shares
entitled to vote at a meeting of the shareholders, represented in person or by
proxy, shall constitute a quorum for the transaction of business thereat.
(b) If a quorum is present, the affirmative vote of the majority of the
shares represented at the meeting and entitled to vote on any matter shall be
the act of the shareholders, unless the vote of a greater number is required by
Law or the Articles of Incorporation.
Section 7. Adjournment. Any meeting of the shareholders may be adjourned
from time to time whether or not a quorum is present by the vote of a majority
of the shares represented thereat either in person or by proxy. At the adjourned
meeting the Corporation may transact any business which might have been
transacted at the original meeting.
Section 8. Validation of Defectively Called, Noticed or Held Meetings. The
transactions of any meeting of the shareholders, however called and noticed, and
wherever held, are as valid as though had at a meeting duly held after regular
call and notice, if a quorum is present either in person or by proxy, and if,
either before or after the meeting, each of the persons entitled to vote
thereat, not present in person or by proxy, signs a written waiver of notice or
a consent to the holding of the meeting or an approval of the minutes thereof.
All such waivers, consents and approvals shall be tiled with the corporate
records or made a part of the minutes of the meeting.
Section 9. Voting for Election of Directors. Every shareholder entitled to
vote at any election of directors may cumulate his votes and give one candidate
a number of votes equal to the number of directors to be elected multiplied by
the number of votes to which his shares are entitled, or distribute his votes on
the same principle among as many candidates as he thinks fit.
Section 10. Action by Written Consent. Any action which may be taken at
any annual or special meeting of the shareholders may be taken without a
meeting, without a vote and without prior notice, if a consent in writing,
setting forth the action so taken, is signed by the holders of outstanding
shares having not less than the minimum number of votes which would be necessary
to authorize or take such action at a meeting in which all shares entitled to
vote thereon were present and voted. All such consents shall be filed with the
Secretary of the Corporation and maintained with the corporate records.
ARTICLE IV
Directors
Section 1. Number of 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.
Section 2. Election of Directors. Directors shall be elected at each
annual meeting of the shareholders.
Section 3. Term of Office. Each director, including a director elected to
fill a vacancy, shall hold office until the expiration of the term for which he
is elected and until a successor has been elected.
Section 4. Vacancies. (a) A vacancy in the Board of Directors exists
whenever any authorized position of director is not then filled by a duly
elected director.
(b) Vacancies on the Board of Directors may be filled by a majority of the
directors then in office, whether or not less than a quorum, or by a sole
remaining director.
(c) The shareholders may elect a director at any time to fill any vacancy
not filled by the directors.
Section 5. Resignation. Any director may resign effective upon giving
written notice to the President, the Secretary or the Board of Directors of the
Corporation.
ARTICLE V
Meetings of the Board of Directors
Section 1. Place of Meetings. Regular or special meetings of the Board of
Directors shall be held at any place within or without the State of California
which has been designated from time to time by the Board.
Section 2. Other Regular Meetings. Regular meetings of the Board of
Directors shall be held without call at such time as shall be designated from
time to time by the Board. Notice of any such meeting is not required.
Section 3. Special Meetings. Special meetings of the Board of Directors
may be called at any time for any purpose or purposes by the President or any
vice president or the Secretary or any two directors. Notice shall be given of
any special meeting of the Board.
Section 4. Notice of Special Meetings. Notice of the time and place of
special meetings of the Board of Directors shall be delivered personally or by
telephone to each director or sent to each director by first-class mail or
telegraph, charges prepaid. Such notice shall be given four days prior to the
holding of the special meeting if sent by mail or 48 hours prior to the holding
thereof if delivered personally or given by telephone or telegraph. The notice
or report shall be deemed to have been given at the time when delivered
personally to the recipient or deposited in the mail or sent by other means of
written communication.
Section 5. Validation of Defectively Held Meetings. The transactions of
any meeting of the Board of Directors, however called and noticed or wherever
held, are as valid as though had at a meeting duly after regular call and notice
if a quorum is present and if, either before or after the meeting, each of the
directors not present signs a written waiver of notice, a consent to holding the
meeting or an approval of the minutes thereof.
Section 6. Quorum; Action at Meetings; Telephone Meetings. (a) A majority
of the authorized number of directors shall constitute a quorum for the
transaction of business. 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 is the act
of the Board of Directors, unless action by a greater proportion of the
directors is required by law or the Articles of Incorporation.
(b) A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for such
meeting.
(c) Members of the Board of Directors may participate in a meeting through
use of conference telephone or similar communications equipment so long as all
members participating in such meeting can hear one another.
Section 7. Adjournment. A majority of the directors present, whether or
not a quorum is present, may adjourn any meeting to another time and place.
Section 9. Action Without a Meeting. Any action required or permitted to
be taken by the Board of Directors may be taken without a meeting, if all
members of the Board individually or collectively consent in writing to such
action.
ARTICLE VII
Officers
Section 1. Officers. The Corporation shall have as officers, a President,
a Secretary and a Treasurer. The Treasurer is the chief financial officer of the
Corporation. The Corporation may also have at the discretion of the Board, one
or more 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. One person may hold two or
more offices.
Section 2. Election of Officers. The officers of the Corporation shall be
chosen by the Board of Directors.
Section 3. Subordinate Officers, Etc. The Board of Directors may appoint
by resolution, and may empower the Chairman of the Board, if there be such an
officer, or the President, to 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 determined from time to time by
resolution of the Board or, in the absence of any such determination, as are
provided in these Bylaws. Any appointment of an officer shall be evidenced by a
written instrument filed with the Secretary of the Corporation and maintained
with the corporate records.
Section 4. Removal and Resignation. (a) Any officer may be removed, either
with or without cause, by the Board of Directors.
(b) Any officer may resign at any time effective upon giving written
notice to the President, any vice president or Secretary of the Corporation.
Section 5. President. The President shall be the chief executive officer
and general manager of the Corporation and shall, subject to the control of the
Board, have general supervision, direction and control of the business and
affairs of the Corporation. He shall preside at all meetings of the shareholders
and at all meetings of the Board. He shall have the general powers and duties of
management usually vested in the office of president of a corporation, and shall
have such other powers and duties as may be prescribed from time to time by
resolution of the Board.
Section 6. 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, shall perform all
the duties of the President, and when so acting shall have all the powers of,
and be subject to all the 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 or as the President may
from time to time delegate.
Section 7. Secretary. (a) The Secretary shall keep or cause to be kept the
minute book, the share register and the seal, if any, of the Corporation.
(b) The Secretary shall give, or cause to be given, notice of all meetings
of the shareholders and of the Board of Directors required by these Bylaws or by
law to be given, and shall have such other powers and perform such other duties
as may be prescribed from time to time by the Board.
Section 8. Treasurer. The Treasurer shall keep, or cause to be kept, the
books and records of account of the Corporation.
ARTICLE VII
Records and Reports
Section 1. Minute Book. The Corporation shall keep or cause to be kept in
written form at its principal executive office or such other place as the Board
of Directors may order, a minute book which shall contain a record of all
actions by its shareholders or Board.
Section 2. Share Register -- Maintenance and Inspection. The Corporation
shall keep or cause to be kept at its principal executive office a share
register which shall contain the names of the shareholders and their addresses,
the number of shares held by each, the number and date of certificates issued
for the same and the number and date of cancellation of every certificate
surrendered for cancellation.
Section 3. Books and Records of Account. The Corporation shall keep or
cause to be kept at its principal executive office a share register which shall
contain the names of the shareholders and their addresses, the number of shares
held by each, the number and date of certificates issued for the same and the
number and date of cancellation of every certificate surrendered for
cancellation.
ARTICLE VIII
Miscellaneous
Section 1. Checks, Drafts, Etc. All checks, drafts or other orders for
payment of money, notes or other evidences of indebtedness, and any assignment
or endorsement thereof, 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 2. Contracts, Etc. -- How Executed. The Board of Directors may
authorize any officer or officers, agent or agents, to enter into any contract
or execute any instrument in the name of and on behalf of the Corporation, and
such authority may be general or confined to specific instances; and, unless so
authorized or ratified by the Board, no officer, employee or other agent 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 3. Certificates of Stock. All certificates shall be signed in the
name of the Corporation by the President and by the Secretary certifying the
number of shares owned by the shareholder.
Section 4. Lost Certificates. Except as provided in this section, no new
certificate for shares shall be issued in lieu of an old certificate unless the
latter is surrendered to the Corporation and canceled at the same time. The
Board of Directors may in case any share certificate or certificate for any
other security is lost, stolen or destroyed, authorize the issuance of a new
certificate in lieu thereof, upon such terms and conditions as the Board may
require.
Section 5. Representation of Shares of Other Corporations. Any person
designated by resolution of the Board of Directors or, in the absence of such
designation, the President or any vice president or the Secretary, or any other
person authorized by any of the foregoing, is authorized to vote on behalf of
the Corporation any and all shares of any other corporation or corporations,
foreign or domestic, owned by the Corporation.
ARTICLE X
Amendments
Section 1. Amendments. New bylaws may be adopted or these Bylaws may be
amended or repealed by the affirmative vote of a majority of the outstanding
shares entitled to vote. Subject to the next preceding sentence, bylaws (other
than a bylaw or amendment thereof specifying or changing a fixed number of
directors or the maximum or minimum number, or changing from a fixed to a
variable board or vice versa) may be adopted, amended or repealed by the Board
of Directors.