EXHIBIT 4.14
AMENDED AND RESTATED BY-LAWS
OF
URS INTERNATIONAL, INC.
(Formerly known as WOODWARD-CLYDE INTERNATIONAL, INC.)
A Delaware Corporation
(Amended and Restated as of September 9, 2004)
ARTICLE I
OFFICES
1.1 Registered Office. The registered office shall be in the City of
Wilmington, County of New Castle, State of New Castle, State of Delaware.
1.2 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 STOCKHOLDERS
2.1 Place of Meetings. All meetings of stockholders for the election of
directors shall be held in the City of Wilmington, State of Delaware, or at any
other place as may be fixed from time to time by the board of directors, 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.
2.2 Annual Meetings. The annual meetings of stockholders, commencing with
the year 1991, shall be held on the first Friday in December of each year at a
time to be decided by the board of directors provided, however, that should said
day fall upon a legal holiday, then any such annual meeting of stockholders
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 board of directors 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.
2.3 Notice of Annual Meetings. Written notice of the annual stockholders
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.
2.4 Stock Ledger. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
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 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 me and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present.
2.5 Special Meetings. Special meetings of the stockholders, may be called
for any purpose or purposes, unless otherwise prescribed by statute or by the
certificate of incorporation, by the president and shall be called by the
president or secretary at the request in writing of stockholders owning a
majority of the capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.
2.6 Notice of Stockholder Meeting. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and, in the case of a special
meeting, the purpose or purposes for which the meeting is called. Unless
otherwise provided by law, the certificate of incorporation or these by-laws,
the written notice of any meeting 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. If mailed, such notice shall be deemed to be
given when deposited in the mail, such notice shall be deemed to be given when
deposited in the mail, postage prepaid, directed to the stockholder at his
address as it appears on the records of the corporation.
2.7 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.
2.8 Voting at Meetings of Stockholders. 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 power to
adjourn the meeting from time to time, without notice if the time and place are
announced at the meeting at which adjournment is taken, until 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.
2.9 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 upon
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.
2.10 Cumulative Voting. At all elections of directors of the corporation,
or at elections held under specified circumstances, each holder of stock or of
any class or classes or of a series thereof shall be entitled to as many votes
as shall equal the number of votes which he would be entitled to cast for the
election of directors with respect to his shares of stock multiplied by the
number of directors to be elected by him, and that he may cast all of such votes
for a single director or may distribute them among the number to be voted for,
or for any 2 or more of them as he may see fit.
2.11 Action Without Meeting. Unless otherwise provided 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
3.1 Number of Directors. The authorized number of directors shall be
determined from time to time by resolution of the board of directors, provided
the board of directors shall consist of at least one member. No reduction of the
authorized number of directors shall have the effect of removing any director
before that director's term of office expires.
The directors shall be elected at the annual meeting of stockholders,
except as provided in Section 3.2 of this Article, and each director elected
shall hold office until his successor is elected and qualified. Directors need
not be stockholders.
3.2 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 shall qualify, 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.
3.3 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 prohibited by
statute or by the certificate of incorporation or by these by-laws directed or
required to be exercised or done by the stockholders.
3.4 Place of Meeting. The board of directors of the corporation may hold
meetings, both regular and special, within or without the State of Delaware.
3.5 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 legally to 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.
3.6 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.
3.7 Special Meetings. Special meetings of the board may be called at any
time by the president or any one director on four (4) days notice to each
director given as provided in Article IV Section 4.1 of these by-laws. The
notice must specify the purpose of the meeting and the time, date and place the
meeting is to be held.
3.8 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.
3.9 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.
3.10 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 by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at the meeting.
3.11 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 or 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 or 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) of the General Corporation Law of Delaware, 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.
3.12 Minutes of Meetings. Each committee shall keep regular minutes of its
meetings and report the same to the board of directors when required.
3.13 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. Member of a special or standing committees may be allowed
like compensation for attending committee meetings.
3.14 Removal of Directors. Unless otherwise restricted by the certificate
of incorporation or these by-laws, any director or 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
4.1 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.
4.2 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
5.1 Officers. The officers of the corporation shall be chosen by the board
of directors and shall be a chairman of the board or a president of both, 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.
5.2 Election. The board of directors at its first meeting after each
annual meeting of the stockholders shall choose the officers of the corporation.
5.3 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.
5.4 Salaries of Officers. The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.
5.5 Removal of Officers. The officers of the corporation shall hold office
until their successors are chosen and qualify. 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 by directors.
5.6 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.
5.7 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 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.
5.8 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 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 or the bylaws.
5.9 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 any 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.
5.10 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 or 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.
5.11 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
belonging to the corporation in the treasurer's possession or under his or her
control.
5.12 Assistant Treasurers. In the absence of or inability of 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
6.1 Share Certificates. The shares of the corporation shall be represented
by a certificate. Certificates shall be signed by, or in the name of the
corporation by, the chairman or vice-chairman of the board of directors, or the
president or a vice-president and the treasurer or an assistant treasurer, or
the secretary or an assistant secretary of the corporation.
Within a reasonable time after the issuance or transfer of uncertificated
stock, the corporation shall send to the registered owner thereof a written
notice containing the information required to be set forth or stated on
certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the General
Corporation Law of Delaware or a statement that the corporation will furnish
without charge to each stockholder 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 or all of 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 any
be issued by the corporation with the same effect as if he were such officer,
transfer agent or registrar at the date of issue.
6.2 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 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.
6.3 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.
6.4 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.
6.5 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
7.1 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.
7.2 Annual Statement. The board of directors shall present at each annual
meeting, and at any special meeting of the stockholders when called for by the
stockholders, a full and clear statement of the business and condition of the
corporation.
7.3 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 person as
the board of directors may from time to time designate.
7.4 Fiscal Year. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.
7.5 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 or affixed or reproduced or otherwise.
7.6 Indemnification. The corporation shall indemnify each of its officers,
directors, employees and agents to the maximum extent permitted by Section 145
of the General Corporation Law of Delaware.
ARTICLE VIII
AMENDMENTS
8.1 Amendments to Bylaws. These by-laws may be altered, amended or
repealed or new by-laws may be adopted by the stockholders or by the board of
directors, when such power is conferred upon the board of directors by the
certificate of incorporation at any regular meeting of the stockholders or of
the board of directors or at any special meeting of the stockholders or of the
board of directors if notice of such alteration, amendment, repeal or adoption
of new by-laws be contained in the notice of such special meeting. If the power
to adopt, amend or repeal by-laws is conferred upon the board of directors by
the certificate of incorporation it shall divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.