EXHIBIT 4.12
AMENDED AND RESTATED BYLAWS
OF
URS GROUP, INC.
A Delaware Corporation
(Amended and Restated as of September 9, 2004)
(FORMERLY KNOWN AS WOODWARD-CLYDE FEDERAL SERVICES, INC.
AND
URS GREINER WOODWARD-CLYDE FEDERAL SERVICES, INC.)
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ARTICLE I - OFFICES
SECTION 1 - REGISTERED OFFICE
The registered office shall be in the City of Wilmington, County of New
Castle, State of Delaware.
SECTION 2 - OTHER OFFICES
The corporation may also have offices at such other places both within and
without the State of Delaware as the board of directors may from time to time
determine or the business of the corporation may require.
ARTICLE II - MEETINGS OF SHAREHOLDERS
SECTION 1 - PLACE OF MEETINGS
All meetings of stockholders for the election of directors shall be held
in Wilmington, Delaware, or at such other place either within or without the
State of Delaware as shall be designated from time to time by the board of
directors and stated in the notice of meeting. Meetings of stockholders for any
other purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.
SECTION 2 - ANNUAL MEETINGS
The annual meetings of shareholders, shall be held on the second Monday in
January of each year; provided, however, that should said day fall upon a legal
holiday, then any such annual meeting of shareholders shall be held at the same
time and place on the next day thereafter ensuing which is not a legal holiday,
or at such other date and time as shall be designated from time to time by the
Chairman of the Board and as stated in the notice of meeting, at which they
shall elect by a plurality vote a board of directors, and transact such other
business as may properly be brought before the meeting.
SECTION 3 - NOTICE OF ANNUAL MEETINGS
Written notice of the annual shareholders meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
the meeting not less than ten (10) or more than sixty (60) days before the date
of the meeting.
SECTION 4 - STOCK LEDGER
The officer who has charge of the stock ledger of the corporation shall
prepare and make, at least ten (10) days before every meeting of the
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of the name of
each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten (10) days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present.
SECTION 5 - SPECIAL MEETINGS
Special meetings of the stockholders, for any purpose or purposes, unless
otherwise prescribed by statute or by the certificate of incorporation, may be
called by the president and shall be called by the president or secretary at the
written request of the stockholders owning a majority capital stock of the
corporation issued and outstanding and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting.
SECTION 6 - NOTICE OF SPECIAL MEETING
Written notice of a special meeting stating the place, date and hour of
the meeting and the purpose or purposes for which the meeting is called shall be
given, not less than ten (10) nor more than sixty (60) days before the date of
the meeting, to each stockholder entitled to vote at such meeting.
SECTION 7 - BUSINESS TRANSACTED AT A SPECIAL MEETING
Business transacted at a special meeting of the stockholders shall be
limited to the purposes stated in the notice.
SECTION 8 - VOTING AT MEETINGS OF SHAREHOLDERS
A majority of the holders of stock issued and outstanding and entitled to
vote thereat, present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by
certificate of incorporation. If however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have the power to
adjourn the meeting without notice other than announcement at the meeting, until
such time as when a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
SECTION 9 - QUORUM
When a quorum is present at any meeting, the vote of the holders of a
majority of the stock having voting power, present in person or represented by
proxy shall decide any question brought before such meeting, unless the question
is one which, by express provision of the statutes or of the certificate of
incorporation, a different vote is required in which case such express provision
shall govern and control the decision of such question.
SECTION 10 - CUMULATIVE VOTING
Unless otherwise provided in the certificate of incorporation each
stockholder shall at every meeting of the stockholders be entitled to one vote
in person or by proxy for each share of the capital stock having voting power
held by such stockholder, but no proxy shall be voted on after three years from
its date, unless the proxy provides for a longer period.
SECTION 11 - ACTION WITHOUT MEETING
Unless otherwise provided for in the certificate of incorporation, any
action required to be taken at any annual or special meeting of stockholders of
the corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous consent shall be given to those stockholders who have not
consented in writing.
ARTICLE III - 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. The directors shall be elected at the
annual meeting of the stockholders, except as provided in Section 2 of this
Article, and each director elected shall hold office until his successor is
elected and qualified. Directors need not be stockholders.
SECTION 2 - VACANCIES
Vacancies and newly created directorships resulting from any increase in
authorized number of directors may be filled by a majority of the directors,
then in office, though less than a quorum, or by a sole remaining director, and
the directors so chosen shall hold office until the next annual election and
until their successors are duly elected and qualified, unless sooner displaced.
If, at the time of filling any vacancy or any newly created directorship,
the directors then in office shall constitute less than a majority of the whole
board (as constituted immediately prior to any such increase), the Court of
Chancery may, upon application of any stockholder or stockholders holding at
least ten percent of the total number of the shares at the time outstanding
having the right to vote for such directors, summarily order an election to be
held to fill any such vacancies or newly created directorships, or to replace
the directors chosen by the directors then in office.
SECTION 3 - POWERS
The business of the corporation shall be managed by or under the direction
of its board of directors which may exercise all such powers of the corporation
and do all such lawful acts and things as are not by statute or by the
certificate of incorporation or by these by-laws directed or required to be
exercised or done by the stockholders.
SECTION 4 - PLACE OF MEETING
The board of directors of the corporation may hold meetings, both regular
and special, within or without the State of Delaware.
SECTION 5 - ORGANIZATION MEETING
The first meeting of each newly elected board of directors shall be held
at such time and place as shall be fixed by the vote of the stockholders at the
annual meeting and no notice of such meeting shall be necessary to the newly
elected directors in order to legally constitute the meeting, provided a quorum
shall be present. In the event of the failure of the stockholders to fix the
time or place of such first meeting of the newly elected board of directors, or
in the event such meeting is not held at the time and place so fixed by the
stockholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
board of directors, or as shall be specified in a written waiver signed by all
of the directors.
SECTION 6 - REGULAR MEETINGS
Regular meetings of the board of directors may be held without notice at
such time and at such place as shall from time to time be determined by the
board.
SECTION 7 - SPECIAL MEETINGS
Special meetings of the board may be called at any time by the president
on four (4) days' notice to each director either personally or telegram; special
meetings shall be called by the president or secretary in like manner and on
like notice on the written request of two directors unless the board consists of
only one director in which case special meetings shall be called by the
president or secretary in like manner and on like notice on the written request
of the sole director.
SECTION 8 - QUORUM
At all meetings of the board, a majority of the authorized number of
directors shall be necessary to constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the board of directors, except as
may be otherwise specifically provided by statute or by the certificate of
incorporation. If a quorum shall not be present at any meeting of the board of
directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.
SECTION 9 - ACTION WITHOUT MEETING
Unless otherwise restricted by the certificate of incorporation or these
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 all members of the board or committee, as the case may be, consent thereto in
writing, and such writing or writings are to be filed with the minutes of
proceedings of the board or committee.
SECTION 10 - PARTICIPATION IN MEETINGS
Unless otherwise restricted by the certificate of incorporation or these
by-laws, members of the board of directors, or any committee designated by the
board of directors, may participate in a meeting of the board of directors, or
any committee, by means of conference telephone or similar communications
equipment if, by such means, all persons participating in the meeting can hear
each other. Such participation in a meeting shall constitute presence in person
at the meeting.
SECTION 11 - COMMITTEES OF DIRECTORS
The board of directors may, by resolution passed by a majority of the
whole board, designate one or more committees, each committee to consist of one
or more of the directors of the corporation. The board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee.
In the absence or disqualification of a member of a committee, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he
or they constitute a quorum, may unanimously appoint another member of the board
of directors to act at the meeting in the place of any such absent or
disqualified member.
Any such committee, to the extent provided in the resolution of the board
of directors, shall have and may exercise all the powers and authority of the
board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the certificate of incorporation, (except
that a committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the board of directors
as provided in Section 151(a) fix any of the preferences or rights of such
shares relating to dividends, redemption, dissolution, any distribution of
assets of the corporation or the conversion into, or the exchange of such shares
for, shares of any other class or classes or any other series of the same or any
other class or classes of stock of the corporation) adopting an agreement of
merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the corporation's property and assets,
recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the by-laws of the corporation; and,
unless the resolution or the certificate of incorporation expressly so provide,
no such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock or to adopt a certificate of ownership and
merger. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the board of directors.
SECTION 12 - MINUTES OF MEETINGS
Each committee shall keep regular minutes of its meetings and report the
same to the board of directors when required.
SECTION 13 - COMPENSATION OF DIRECTORS
Unless otherwise restricted by the certificate of incorporation or these
by-laws, the board of directors shall have the authority to fix the compensation
of directors. The directors may be paid their expenses, if any, of attendance at
each meeting of the board of directors and may be paid a fixed sum for
attendance at each meeting of the board of directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Any
member of a special or standing committee may be allowed like compensation for
attending committee meetings.
SECTION 14 - REMOVAL OF DIRECTORS
Unless otherwise restricted by the certificate of incorporation or these
by-laws, any director or the entire board of directors may be removed, with or
without cause, by the holders of a majority of shares entitled to vote at an
election of directors.
ARTICLE IV - NOTICES
SECTION 1 - NOTICES
Whenever, under the provisions of the statutes or of the certificate of
incorporation or of these by-laws, notice is required to be given to any
director or stockholder, it shall not be construed to mean personal notice, but
such notice may be given in writing, by mail, addressed to such director or
stockholder, at his address as it appears on the records of the corporation,
with postage thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail. Notice to
directors may also be given by telegram.
SECTION 2 - WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the
statutes or of the certificate of incorporation or of these by-laws, a waiver
thereof in writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent
thereto.
ARTICLE V - OFFICERS
SECTION 1 - OFFICERS
The officers of the corporation shall be chosen by the board of directors
and shall consist of a chairman of the board, a president, a secretary and a
treasurer. The board of directors may also choose one or more vice-presidents,
and one or more assistant secretaries and assistant treasurers. Any number of
offices may be held by the same person, unless the certificate of incorporation
or these by-laws otherwise provide.
SECTION 2 - ELECTION
The board of directors at its first meeting after each annual meeting of
the stockholders shall choose the officers of the corporation.
SECTION 3 - SUBORDINATE OFFICERS
The board of directors may appoint such other officers and agents as it
shall deem necessary, each of whom shall hold office for such terms and shall
exercise such powers and perform such duties as the board of directors may from
time to time determine.
SECTION 4 - REMOVAL OF OFFICERS
The officers of the corporation shall hold office until their successors
are chosen and have been qualified. Any officer may be removed, either with or
without cause, by a majority of the directors at the time in office. Any vacancy
occurring in any office of the corporation shall be filled by the board of
directors.
SECTION 5 - CHAIRMAN OF THE BOARD
The chairman of the board, if there shall be such an officer, shall, if
present, preside at all meetings of the stockholders and the board of directors
and exercise and perform all such other powers and duties as may from time to
time be assigned to him by the board of directors or prescribed by the by-laws.
SECTION 6 - PRESIDENT
The president shall have general and active management of the business of
the corporation, and shall see that all orders and resolutions of the board of
directors are carried into effect. The president shall preside at all meetings
of the stockholders and the board of directors, if there is no regular appointed
chairman of the board or if such chairman is absent. The president shall execute
bonds, mortgages and other contracts requiring a seal, under the seal of the
corporation, except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the board of directors to some other officer or agent of
the corporation. The president may appoint one or more vice presidents and shall
designate such powers and duties of any such appointed vice presidents.
SECTION 7 - VICE PRESIDENTS
In the absence of the president or in the event of his inability or
refusal to act, the vice presidents in order of their rank as fixed by the board
of directors or, if not ranked, the vice president so 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 the restrictions upon the
president. Each vice president shall have such other powers and shall perform
such other duties as from time to time may be prescribed for him by the board of
directors, the bylaws, or the president.
SECTION 8 - SECRETARY
The secretary shall attend all meetings of the board of directors and all
meetings of the stockholders and record all the proceedings of the meetings of
the corporation and of the board of directors in a book to be kept for that
purpose and shall perform like duties for the standing committees when required.
The secretary shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the board of directors, and shall perform
such other duties as may be prescribed by the board of directors or the
president. The secretary shall have custody of the corporate seal of the
corporation and shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by his or her signature.
The board of directors may give general authority to any other officer to affix
the seal of the corporation and to attest the affixing by his signature.
SECTION 9 - ASSISTANT SECRETARIES
The assistant secretaries in order of their rank as fixed by the board of
directors or, if not ranked, the assistant secretary designated by the board of
directors shall, in the absence of the secretary or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
secretary and perform such other duties and have such other powers as the board
of directors may from time to time prescribe.
SECTION 10 - TREASURER
The treasurer shall have custody of the corporate funds and securities and
shall keep full and accurate accounts of receipts and disbursements in books
belonging to the corporation.
The treasurer shall deposit 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 be responsible for the proper disbursement of
the funds of the corporation and shall render to the president and the board of
directors, at its regular meetings, or when the board of directors so requires,
an account of all of his transactions as treasurer and of the financial
condition of the corporation. If required by the board of directors, the
treasurer shall give the corporation a bond (which shall be renewed every six
years) in such sum and with such surety or sureties as shall be satisfactory to
the board of directors for the faithful performance of the duties of the office
and for the restoration to the corporation, in case of death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in the treasurer's possessions or under his or
her control belonging to the corporation.
SECTION 11 - ASSISTANT TREASURERS
In the absence of or inability or refusal to act of the treasurer, the
assistant treasurers in order of their rank or, if not ranked, the assistant
treasurer designated by the board of directors shall perform all the duties of
the treasurer and, when so acting, shall have the powers of and be subject to
all the restrictions upon the treasurer. Each assistant treasurer shall have
such other powers and perform such other duties as from time to time may be
prescribed for him by the board of directors or the by-laws.
ARTICLE VI - SHARES OF STOCK
SECTION 1 - SHARE CERTIFICATES
The shares of the corporation shall be represented by a stock certificate.
If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which the corporation shall issue
to represent such class or series of stock, a statement that the corporation
will furnish without charge to each stock holder who so requests the powers,
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.
Any of or all the signatures on a certificate may be facsimile. In case
any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the corporation with the same effect as if he were such officer,
transfer agent or registrar at the date of issue. Certificates shall be signed
by the chairman or vice chairman of the board or the president or a vice
president, and by the treasurer or an assistant treasurer or the secretary or
any assistant secretary of the corporation.
SECTION 2 - LOST CERTIFICATES
The holder of any shares of stock of the corporation shall immediately
notify the corporation of any loss or destruction of the certificate therefor,
and the corporation may issue a new certificate in the place of any certificate
theretofore issued by it alleged to have been lost, stolen or destroyed, upon
approval of the board of directors. The board may, in its discretion, as a
condition precedent to the issuance of such new certificate, require the owner
of such lost, stolen or destroyed certificate, or his legal representative, to
advertise the same in such manner as it shall require and/or to give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.
SECTION 3 - TRANSFER OF SHARES
Upon the surrender to the corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
SECTION 4 - FIXING RECORD DATE
In order that the corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
or to express consent to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
the board of directors may fix, in advance, a record date, which shall not be
more than sixty (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting: provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.
SECTION 5 - REGISTERED STOCKHOLDERS
The corporation shall be entitled to recognize the exclusive right of a
person registered on its books as the, owner of shares to receive dividends, and
to vote as such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Delaware.
ARTICLE VII - GENERAL PROVISIONS
SECTION 1 - DIVIDENDS
Dividends upon the capital stock of the corporation, subject to the
provisions of the certificate of incorporation, if any, may be declared by the
board of directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in shares of the capital stock, subject to
the provisions of the certificate of incorporation.
Before payment of any dividend, there may be set aside out of any funds of
the corporation available for dividends such sum or sums as the directors from
time to time, in their absolute discretion, think proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the corporation, or for such other purpose as the
directors shall think conducive to the interest of the corporation, and the
directors may modify or abolish any such reserve in the manner in which it was
created.
SECTION 2 - ANNUAL STATEMENT
The board of directors shall present at each annual meeting, and at any
special meeting of the stockholders when called for by vote of the stockholders,
a full and clear statement of the business condition of the corporation.
SECTION 3 - CHECKS
All checks or demands for money and notes of the corporation shall be
signed by such officer or officers or such other person or persons as the board
of directors may from time to time designate.
SECTION 4 - FISCAL YEAR
The fiscal year of the corporation shall be fixed by resolution of the
board of directors.
SECTION 5 - SEAL
The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed, affixed, reproduced or otherwise attached to the document to which it
relates.
SECTION 6 - STATE OF ALASKA REQUIREMENTS
The Corporation shall at all times maintain a currently registered civil
engineer who shall be designated in responsible charge of all civil engineering
performed by the corporation, and shall further at all times maintain a
currently registered electrical engineer who shall be designated in responsible
charge of all electrical engineering performed by the corporation and shall
further at all times maintain a currently registered architect who shall be
designated in responsible charge of all architectural work performed by the
corporation. Such Alaskan registrants shall have full authority with regard to
all professional decisions and projects in their respective fields and/or
branches.