EXHIBIT 4.7
AMENDED AND RESTATED BYLAWS
OF
URS CORPORATION
A Nevada Corporation
(Amended and Restated as of September 9, 2004)
(Formerly known as
URS GREINER WOODWARD--CLYDE INTERNATIONAL--AMERICAS, INC.)
(Formerly known as WOODWARD-CLYDE CONSULTANTS)
* * * * * * * * * * * * *
ARTICLE I
OFFICES
Section 1. The principal office shall be in the City of Reno, County of
Washoe, State of Nevada.
Section 2. The Corporation may also have offices at such other places both
within and without the State of Nevada as the Board of Directors may from time
to time determine or the business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All annual meetings of the Stockholders shall be held at
Transamerica Building, in the City of San Francisco, State of California, or
such other place as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting. Special meetings of the
Stockholders may be held at such time and place within or without the State of
Nevada as shall be stated in the notice of the meeting, or in a duly executed
waiver of notice thereof.
Section 2. Annual meetings of the Stockholders, shall be held on the first
Friday in December, or on such other day as shall be designated by the Chairman
of the Board, at which meeting the Stockholders 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. Special meetings of the Stockholders for, any purpose or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, may be called by the Chairman of the Board, and shall be called
by the Chairman of the Board or Secretary at the request in writing of a
majority of the Board of Directors or at the request in writing of Stockholders
owning a majority in amount of the entire 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 4. Notices of meetings shall be in writing and signed by the
Chairman of the Board, or the Secretary, or an Assistant Secretary, or by such
other person or persons as the Directors shall designate. Such notice shall
state the purpose or purposes for which the meeting is called and the time when,
and the place, which may be within or without this state, where it is to be
held. A copy of such notice shall be either delivered personally to or shall be
mailed, postage prepaid, to each Stockholder of record entitled to vote at such
meeting not less than ten days before such meeting. If mailed, it shall be
directed to a Stockholder at his address as it appears upon the records of the
Corporation and upon such mailing of any such notice, the service thereof shall
be complete, and the time of the notice shall begin to run from the date upon
which such notice is deposited in the mail for transmission to such Stockholder.
Personal delivery of any such notice to any officer of a Corporation or
association, or to any member of a partnership shall constitute delivery of such
notice to such Corporation, association or partnership. In the event of the
transfer of stock after delivery or mailing of the notice of, and prior to the
holding of the meeting, it shall not be necessary to deliver or mail notice of
the meeting to the transferee.
Section 5. Business transacted at any special meeting of Stockholders
shall be limited to the purposes stated in the notice.
Section 6. The holders of a majority of the 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 the Articles 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 other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meetings 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.
Section 7. When a quorum is present or represented 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 Articles of Incorporation, a different vote is required in
which case such provision shall govern and control the decision of such
question.
Section 8. Every Stockholder of record of the Corporation shall be
entitled at each meeting of Stockholders to one vote for each share of stock
standing in his name on the books of the Corporation.
Section 9. At any meeting of the Stockholders, any Stockholder may be
represented and vote by a proxy or proxies appointed by an instrument in
writing. In the event that any such instrument in writing shall designate two or
more persons to act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present, then that one shall have
and may exercise all of the powers conferred by such written instrument upon all
of the persons so designated unless the instrument shall otherwise provide. No
such proxy shall be valid after the expiration of six months from the date of
its execution, unless coupled with an interest, unless the person executing it
specifies therein the length of time for which it is to continue in force, which
in no case shall exceed seven years from the date of its execution. Subject to
the above, any proxy duly executed is not revoked and continues in full force
and effect until an instrument revoking it or a duly executed proxy bearing a
later date is filed with the Secretary of the Corporation.
Section 10. Any action, except election of Directors, which may be taken
by the vote of the Stockholders at a meeting, may be taken without a meeting if
authorized by the written consent of Stockholders holding at least a majority of
the voting power, unless the provisions of the statutes or of the Articles of
Incorporation require a greater proportion of voting power to authorize such
action in which case such greater proportion of written consents shall be
required.
ARTICLE III
DIRECTORS
Section 1. 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 number of Directors may not
be less than three except that where all the shares of the corporation are owned
beneficially and of record by either one or two Stockholders, the number of
Directors may be less than three but not less than the number of Stockholders.
Section 2. Vacancies, including those caused by an increase in the number
of Directors, may be filled by a majority of the remaining Directors though less
than a quorum. When one or more Directors shall give notice of resignation to
the Board, effective at a future date, the Board shall have power to fill such
vacancies to take effect when such resignation or resignations shall become
effective, each Director so appointed to hold office during the remainder of the
term of office of the resigning Director or Directors.
Section 3. The business of the Corporation shall be managed by 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 Articles of
Incorporation or by these Bylaws directed or required to be exercised or done by
the Stockholders.
Section 4. The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Nevada.
MEETINGS OF THE BOARD OF DIRECTORS
Section 5. 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 new 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.
Section 6. Regular meetings of the Board of Directors may be held without
notice at such time and place as shall from time to time be determined by the
Board.
Section 7. Special meetings of the Board of Directors may be called by the
Chairman of the Board or Secretary on the written request of two Directors.
Written notice of special meetings of the Board of Directors shall be given to
each Director at least three (3) days before the date of the meeting.
Section 8. A majority of the Board of Directors, at a meeting duly
assembled 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 a quorum is present shall be the act of the Board of Directors, except as
may be otherwise specifically provided by statute or by the Articles of
Incorporation. Any action required or permitted to be taken at a meeting of the
Directors may be taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all of the Directors entitled to vote
with respect to the subject matter thereof.
COMMITTEES OF DIRECTORS
Section 9. 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, which, to the extent
provided in the resolution, shall have and may exercise the powers of the Board
of Directors in the management of the business and affairs of the Corporation,
and may have power to authorize the seal of the Corporation to be affixed to all
papers which may require it. 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 10. The committees shall keep regular minutes of their proceedings
and report the same to the Board when required.
COMPENSATION OF DIRECTORS
Section 11. The Directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and/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. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
ARTICLE IV
NOTICES
Section 1. Notices to Directors and Stockholders shall be in writing and
delivered personally or mailed to the Board of Directors or Stockholders at
their addresses appearing on the books of the Corporation. Notice by mail shall
be deemed to be given at the time when the same shall be mailed. Notice to
Directors may also be given by telegram.
Section 2. Whenever all parties entitled to vote at any meeting, whether
of Directors or Stockholders, consent, either by a writing on the records of the
meeting or filed with the Secretary, or by presence at such meeting and oral
consent entered on the minutes, or by taking part in the deliberations at such
meeting without objection, the doings of such meeting shall be as valid as if a
meeting had been regularly called and noticed. At such meeting any business may
be transacted which is not excepted from the written consent or to the
consideration of which no objection for want of notice is made at the time, and
if any meeting is irregular for want of notice or of such consent, provided a
quorum was present at such meeting, the proceedings of said meeting may be
ratified and approved and rendered likewise valid and the irregularity or defect
therein waived by a writing signed by all parties having the right to vote at
such meetings; and such consent or approval of Stockholders may be by proxy or
attorney, but all such proxies and powers of attorney must be in writing.
Section 3. Whenever any notice whatever is required to be given under the
provisions of the statutes, of the Articles of Incorporation or of these Bylaws,
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. The principal officers of the Corporation shall consist of the
Chairman of the Board, the President, one or more Executive Vice Presidents, one
or more Vice Presidents, a Secretary and a Treasurer, and the subordinate
officers shall consist of such other officers and assistant officers and agents
as may be deemed necessary and elected or appointed by the Board of Directors or
chosen in such other manner and for such terms as the Board of Directors may
prescribe. Either the Chairman of the Board or the President may be the Chief
Executive Officer as determined by the Board of Directors.
Section 2. The Board of Directors at its first meeting after each annual
meeting of the Stockholders, shall choose the Chairman of the Board, the
President, the Executive Vice Presidents, a Secretary and a Treasurer, and
designate the Chief Executive Officer.
Section 3. The Board of Directors may elect or delegate authority to the
Chief Executive Officer to appoint additional executive vice presidents, vice
presidents and assistant secretaries and assistant treasurers and such other
officers and agents as it shall deem necessary who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board or Chief Executive Officer.
Section 4. The salary of the Chief Executive Officer shall be fixed by the
Board of Directors. The salaries of all other officers shall be fixed by the
Chief Executive Officer or by other persons to whom he has delegated this
authority.
Section 5. The officers of the Corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the Board
of Directors may be removed at any time by the affirmative vote of a majority of
the Board of Directors. Any officer appointed by the Chief Executive Officer may
be removed by him. Any vacancy occurring in the principal offices of the
Corporation due to death, resignation, removal or otherwise, shall be filled by
the Board of Directors. Any other vacancy shall be filled by the Chief Executive
Officer.
Section 6. Whenever a principal officer has an area of responsibility
designated by the Board of Directors, that person has the final authority over
such area and shall report directly to the Board of Directors with respect to
that person's area of responsibility.
CHIEF EXECUTIVE OFFICER
Section 7. The executive authority of the Corporation shall be exercised
by the Chief Executive Officer. This executive authority shall be exercised in
accordance with the Statement of Purpose and Standing Policies adopted by the
Shareholders, and Management policies and other policies adopted by the Board of
Directors.
CHAIRMAN OF THE BOARD
Section 8. The Chairman of the Board shall be a member of the Board of
Directors and, if present, preside at the meetings of the Board of Directors and
at Shareholders' meetings. In case of absence of the Chairman, the President
shall preside at the Board of Directors or Shareholders meetings.
PRESIDENT
Section 9. The President may not hold any other principal office of the
Corporation; otherwise any two offices may be held by the same person.
THE EXECUTIVE VICE PRESIDENTS AND
THE VICE PRESIDENTS
Section 10. The Executive Vice Presidents and the Vice Presidents shall
perform such duties as the Board of Directors and/or the Chief Executive Officer
may from time to time prescribe.
THE SECRETARY
Section 11. 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. The Secretary shall keep in safe
custody the seal of the Corporation and, when authorized by the Board of
Directors, affix the same to any instrument requiring it and, when so affixed,
it shall be attested by the Secretary's signature or by the signature of the
Treasurer of an Assistant Secretary.
THE TREASURER
Section 12. The Treasurer shall perform such duties as the Board of
Directors and/or the Chief Executive Officer may from time to time prescribe.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Every Stockholder shall be entitled to have a certificate,
signed by the Chairman of the Board or in his absence by the President and by
the Secretary or in his/her absence by the Treasurer, Assistant Treasurer or
Assistant Secretary of the Corporation, certifying the number of shares owned by
the Stockholder in the Corporation. When the Corporation is authorized to issue
shares of more than one class or more than one series of any class, there shall
be set forth upon the face or back of the certificate, or the certificate shall
have a statement that the Corporation will furnish to any Stockholders upon
request and without charge, a full or summary statement of the designations,
preferences and relative, participating, optional or other special rights of the
various classes of stock or series thereof and the qualifications, limitations
or restrictions of such rights, and, if the Corporation shall be authorized to
issue only special stock, such certificate shall set forth in full or summarize
the rights of the holders of such stock.
Section 2. Whenever any certificate is countersigned or otherwise
authenticated by a transfer agent or transfer clerk, and by a registrar, then a
facsimile of the signatures of the officers or agents of the Corporation may be
printed or lithographed upon such certificate in lieu of the actual signatures.
In case any officer or officers who shall have signed, or whose facsimile
signature or signatures shall have been used on any such certificate or
certificates, shall cease to be such officer or officers of the Corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the Corporation, such certificate or
certificates may nevertheless be adopted by the Corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates, or whose facsimile signature or signatures shall have been used
thereon, had not ceased to be the officer or officers of such Corporation.
LOST CERTIFICATES
Section 3. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or 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 or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the Corporation or the transfer agent of 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.
CLOSING OF TRANSFER BOOKS
Section 5. The Board of Directors may prescribe a period not exceeding
sixty days prior to any meeting of the Stockholders during which no transfer of
stock on the books of the Corporation may be made, or may fix a day not more
than sixty days prior to the holding of any such meeting as the day as of which
Stockholders entitled to notice of and to vote at such meeting shall be
determined; and only Stockholders of records on such day shall be entitled to
notice or to vote at such meeting.
REGISTERED STOCKHOLDERS
Section 6. 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 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 Nevada.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the Corporation, subject to
the provisions of the Articles 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 Articles of Incorporation.
Section 2. 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 reserves in the manner in which
it was created.
CHECKS
Section 3. 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.
FISCAL YEAR
Section 4. The fiscal year of the Corporation shall be fixed by resolution
of the Board of Directors.
SEAL
Section 5. The Corporate seal shall have inscribed thereon the name of the
Corporation, the year of its incorporation and the words, "Corporate Seal,
Nevada".
INDEMNITY OF OFFICERS, DIRECTORS, ETC.
Section 6. The Corporation shall indemnify any person who was or is a
party or its threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, except in an action by or in the right of the Corporation by
reason of the fact that he is or was a Director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
Director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with such action, suit or proceedings if he acted in good faith
and in a manner such person reasonably believed to be in or not opposed to the
best interests of the Corporation and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.
Section 7. The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a Director,
officer, employee, or agent of the Corporation, or is or was serving at the
request of the Corporation as a Director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the Corporation; except no indemnification shall be made by
the Corporation in respect of any claim, issue or matter as to which such person
has been adjudged to be liable for negligence or misconduct in the performance
of his duty to the Corporation unless and only to the extent that the court in
which such action or suit was brought determines upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnification for such
expenses as the court deems proper.
Any indemnification under Section 6 or 7 of this Article, unless ordered
by a court, shall be made by the Corporation only as authorized in the specific
case upon a determination that indemnification of the Director, officer,
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Sections 6 and 7. Determination as
to such conduct shall be made:
(1) By the stockholders; or
(2) By the Board of Directors by majority vote of a quorum consisting of
Directors who were not parties to such act, suit or proceeding; or
(3) If such a quorum of disinterested Directors so orders, by independent
legal counsel in a written opinion; or
(4) If such a quorum of disinterested Directors cannot be obtained, by
independent legal counsel in a written opinion.
A Director, officer, employee or agent of the Corporation who is seeking
indemnification shall make a written request for such indemnification to the
Board. Upon receipt of such request the Board shall act promptly and in
compliance with the procedure set forth above.
Expenses incurred in defending any proceeding shall be advanced by the
Corporation prior to the final disposition of such proceeding upon receipt of an
undertaking by or on behalf of the Director, officer, employee or agent to repay
such amount unless it shall be determined ultimately that the agent is entitled
to be indemnified as authorized in this Section.
Section 8. The Corporation shall indemnify any Director, officer, employee
or agent of the Corporation who has been successful on the merits or otherwise
in defense of any action, suit or proceeding referred to in this Section, or in
defense of any item, issue or matter therein, against expenses, including
attorneys' fees, actually and reasonably incurred by him in connection with such
defense.
ARTICLE VIII
STATEMENT OF PURPOSE
Section 1. The Corporation desires to engage in the practice of the
disciplines of Civil Engineering, Chemical Engineering, and Land Surveying in
the State of Alaska. To engage in the lawful practice of these disciplines, the
Corporation will continually maintain a duly registered professional in
responsible charge of each discipline in the State of Alaska.
Section 2. The Corporation desires to engage in the practice of
architecture in the State of Washington. To engage in the lawful practice of
this discipline the Corporation shall designate an architect in responsible
charge, with authority to make all final decisions for architectural activities
in the State of Washington.
Section 3. All engineering decisions pertaining to any project or
engineering activities in the State of Washington shall be made by the
designated engineer in responsible charge named in a resolution of the Board of
Directors.
ARTICLE IX
AMENDMENTS
Section 1. These Bylaws may be altered or repealed 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 or
repeal be contained in the notice of such special meeting.