EXHIBIT 4.8
AMENDED AND RESTATED BYLAWS
OF
URS CORPORATION GREAT LAKES
A Michigan Corporation
(Amended and Restated as of September 9, 2004)
(Formerly: Daverman Associates, Inc.)
ARTICLE I.
OFFICE
Section 1. The registered office and place of business of the corporation
in the State of Michigan shall be 924 Grandville Avenue, S.W., Grand Rapids,
Michigan.
Section 2. The corporation may have other offices at such other place or
places within or without the State of Michigan as the Board of Directors may
from time to time appoint or the business of the corporation may require.
ARTICLE II.
SHAREHOLDERS
Section 1. The annual meeting of the shareholders for the election of
directors and for the transaction of such other business as may come before the
meeting shall be held at the office of the corporation, or at such other place
as may be designated by the Board of Directors, on the tenth Tuesday following
the close of the fiscal year of the corporation (unless such day be a holiday,
then on the next following business day), at ten o'clock in the forenoon, and
notice thereof shall be given by written or printed notice served upon each
shareholder entitled to vote thereat, either personally, or by mailing such
notice, postage prepaid, addressed to him at his post office address as such
address shall appear on the stock records of the corporation, at least five (5)
days prior to the holding of the meeting. No notice of the annual meeting of
shareholders shall be required as to any shareholder who shall attend such
meeting in person or by proxy, nor shall any notice be required as to any
shareholder who shall, in person or by attorney duly authorized, waive notice of
any meeting, whether before or after such meeting is held.
Section 2. Special meetings of the shareholders shall be held at such
place within or without the State of Michigan as may be designated in the notice
thereof and shall be called at any time by the Secretary or any other office,
whenever directed by the Board of Directors or by the President, or upon the
written request of shareholders holding in the aggregate at least ten per centum
(10%) of the issued and outstanding capital stock of the corporation
entitled to vote on the business to be transacted at such meeting, delivered to
such officer. Notice of every special meeting shall be given by a written or
printed notice served upon each shareholder, either personally or by mailing
such notice, postage prepaid, addressed to him at his post office address as
such address shall appear on the stock records of the corporation, at least ten
(10) days prior to the time of holding the meeting. No notice of the special
meeting of the shareholders shall be required as to any shareholder who shall
attend such meeting in person or by proxy, not shall any notice be required as
to any shareholder who shall, in person or by attorney duly authorized, waive
notice of any meeting, whether before or after such meeting is held.
Section 3. At all meetings of the shareholders, in order to constitute a
quorum, there shall be present, either in person or by proxy, shareholders then
entitled to cast a majority in number of votes upon any question other than the
election of directors, and for the election of directors there shall be present,
in person or by proxy, the holders of a majority in interest of the then
outstanding stock of any class then vested with voting power; but if at any
regularly called meeting of shareholders there be less than a quorum present,
the shareholders present may adjourn the meeting from time to time without
further notice until a quorum is had.
Section 4. Unless otherwise provided in the Articles of Incorporation of
the corporation, each shareholder shall, at every meeting of the shareholders,
be entitled to one vote for each share of capital stock held by such
shareholder; but, except where the transfer books of the corporation shall have
been closed or a date shall have been fixed as a record date for the
determination of shareholders entitled to vote, as hereinafter in these By-Laws
provided, no share of stock shall be voted on at any meeting of shareholders
which shall have been transferred on the books of the corporation within ten
(10) days preceding such meeting.
Section 5. At all meetings of shareholders, any shareholder shall be
entitled to vote in person or by proxy, but no proxy shall be voted on after
three (3) years from its date unless said proxy provides for a longer period.
Proxies shall be in writing, but need not be sealed, witnessed or acknowledged,
and shall be filed with the Secretary at or before the meeting.
Section 6. The President, or, in his absence, any executive officer of the
corporation, shall call all meetings of the shareholders to order, and, unless
otherwise ordered by the shareholders, shall act as Chairman of such meeting.
Section 7. The Secretary of the corporation shall act as secretary of all
meetings of the shareholders, or, in his absence, the presiding officer may
appoint any person to act as secretary.
Section 8. A complete list of the shareholders entitled to vote at each
election of directors, arranged in alphabetical order, shall be prepared and
made by the officer or agent who shall have charge of the stock records of the
corporation and filed at the place where the election is to be held, at least
ten (10) days before every election, and shall for such ten (10) days at all
times during the usual hours for business, be open for examination by any
registered shareholder entitled to vote at such election and holding in the
aggregate at least two per centum (2%) of the outstanding capital stock of all
classes of the corporation, and
during the whole time of said election, be subject to inspection of any
shareholder or his proxy who may be present.
Section 9. No action of the shareholders shall be deemed approved or
adopted unless it shall have received the affirmative vote of at least Fifty-one
Per Cent (51%) of the outstanding shares of the stock of the corporation, or
such greater affirmative vote as may be required by these By-Laws.
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 directors shall be elected
by the holders of the capital stock entitled to vote for directors at the annual
meeting, and shall hold office for one (1) year and until their successors are
respectively elected and qualified, or until such time as they are no longer
qualified, whichever is sooner.
Section 2. Any vacancy in the Board of Directors, however created, shall
be filled by a special meeting of the shareholders called for that purpose.
Section 3. The Board of Directors shall meet for the election of officers
and for the transaction of any other business as soon as practicable after the
adjournment of the annual meeting of the shareholders, at a time fixed by the
directors acting in accordance with Section 6 of this Article, and other regular
meetings of the Board shall be held at such times as the Board may from time to
time determine. No notice need be given of regular meetings of the Board.
Section 4. Special meetings of the Board of Directors may be called by the
President or Secretary or by any director by a written or printed notice served
personally upon each director, or mailed or telegraphed to his address as shown
upon the books of the corporation, at least five (5) days prior to the time of
holding the meeting.
Section 5. The Board of Directors may hold its meetings and have an office
or offices, and keep the books of the corporation, except the original or
duplicate stock record, outside the State of Michigan, at such other place or
places, as may from time to time be determined by resolution of the Board or by
consent of all its members given in writing.
Section 6. A majority of directors shall constitute a quorum for the
transaction of business.
Section 7. The Board of Directors shall have power to authorize the making
and execution on behalf of the corporation of any lawful contracts, and to
employ agents,
factors, clerks and workmen, to fix their compensation, to prescribe their
duties; to dismiss any employees without previous notice, and generally to
control all the affairs of the corporation, and to 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 these By-Laws directed or required to be
exercised or done by the shareholders. The establishment or alteration of an
employment relationship with any person who is a shareholder shall be made or
done only upon the affirmative vote of directors owning in total Sixty-five Per
Cent (65%) of the outstanding stock of the corporation.
Section 8. In the event any action is taken by the Board of Directors, any
director who shall have been present at the meeting and voted against such
action shall have the right, within twenty-four (24) hours following the
approval of such action by the Board of Directors, to call, or cause to be
called, a special meeting of the shareholders of the Company for the purpose of
rescinding such action of the Board of Directors. If no action shall be taken
within twenty-four (24) hours following the time of adjournment of the meeting
at which the protested action was taken to call, or cause to be called, a
special meeting of the shareholders for the purpose of rescinding such action,
then such action shall stand as the action of the Company.
Section 9. The Board of Directors shall not have the power to authorize
the issuance of any additional stock of the corporation except upon the
affirmative vote of directors owning Sixty-Five Per Cent (65%) of the
outstanding stock of the corporation.
ARTICLE IV.
OFFICERS
Section 1. The officers of the corporation shall consist of a President,
one or more Vice-Presidents, a Secretary and a Treasurer, who shall be chosen by
the Board of Directors and shall hold office for one year and until their
successors are chosen and qualify. The President shall be chosen from among the
directors, but no other officer need be a director. The Secretary and Treasurer
may be the same person, and the President or a Vice President may hold the
office of Secretary or Treasurer, but not both. Assistants to the Secretary and
Treasurer may also be elected.
Section 2. Said officers (excepting Assistant Secretaries and Assistant
Treasurers) shall be known as executive officers and shall have the usual powers
and shall perform the usual duties incident to their respective officers, and
shall, in addition, perform such other duties as shall be assigned to them from
time to time by the Board of Directors. Assistant Secretaries and Assistant
Treasurers shall have such duties as may be assigned by the Board from time to
time.
Section 3. In the absence or disability of any officer of the corporation,
the Board of Directors may delegate his powers and duties to any other executive
officer, or to any director, during such absence or disability, and the person
so delegated shall, for the time being, be the officer whose powers and duties
he so assumes.
Section 4. Any vacancy in any office shall be filled for the unexpired
term by a required vote of the Board of Directors.
Section 5. The Board of Directors may create such other office as they may
determine, and appoint officers to fill the same and define their duties and fix
their tenure of office.
Section 6. The Board of Directors may at pleasure remove any officer of
the corporation, in their absolute discretion.
ARTICLE V.
CHECKS, NOTES AND CONTRACTS
Section 1. All checks, drafts, and orders for the payment of money shall
be signed by such person or persons as the Board of Directors may from time to
time determine. All endorsements for deposit shall be made by the Treasurer, or
in his name, or by any other executive officer.
Section 2. All promissory notes of the corporation and acceptances must be
authorized by the Board of Directors and singed by any two of the aforesaid
executive officers, or such other officer as the Board of Directors may
designate.
Section 3. All contracts, bonds, and agreements may be signed on behalf of
the corporation by any officer of the corporation or assistant officer, without
further authorization.
ARTICLE VI.
FISCAL YEAR, RESERVES AND DIVIDENDS
Section 1. The fiscal year shall be as is determined by the Board of
Directors, from time to time.
Section 2. The Board of Directors shall have power to set apart out of any
of the funds of the corporation available for dividends a reserve or reserves
for any proper purposes and to vary, increase or decrease or abolish any such
reserve so created.
ARTICLE VII.
SEAL
Section 1. The seal of the corporation shall be circular in form, with the
name of the corporation and the state in which it is incorporated.
ARTICLE VIII.
STOCK
Section 1. Certificates of stock shall be issued and signed by the
President or a Vice President and by the Secretary or Treasurer or an Assistant
Secretary or an Assistant Treasurer (if any be appointed) and sealed with the
seal of the corporation; provided, however, that where any such certificate is
signed by a transfer agent or by a transfer clerk on behalf of the corporation,
and by a registrar, the signatures of any such officer and/or the seal of the
corporation may be facsimiles, engraved or printed.
Section 2. Transfers of stock shall be made on the books of the
corporation by the holder of the shares in person or by his attorney upon
surrender and cancellation of certificates for a like number of shares.
Section 3. The Board of Directors shall have power and authority to make
all such rules and regulations as they may deem expedient concerning the issue,
transfer and registration of certificates of stock, and may appoint a transfer
agent and a registrar of transfers, and may require all such certificates to
bear the signature of such transfer agent and of such registrar of transfers.
Section 4. The Board of Directors shall have power to close the stock
transfer books of the corporation for a period not exceeding forty (40) days
preceding the date of any meeting of shareholders or the date for the payment of
any dividend or the date for the allotment of rights or the date when any change
or conversion or exchange of capital stock shall go into effect. In lieu of
closing the stock transfer books of the corporation, as aforesaid, the Board of
Directors may fix in advance a date, not exceeding forty (40) days preceding the
date of any meeting of shareholders or the date for the payment of any dividend,
or the date for the allotment of rights, or the date when any change or
conversion or exchange of capital stock shall go into effect, as a record date
for the determination of the shareholders entitled to notice of, and to vote at,
any such meeting, or entitled to received payment of any such dividend, or to
any such allotment of rights, or to exercise the rights in respect of any such
change, conversion or exchange of capital stock, and in such case only such
shareholders as shall be shareholders of record on the date so fixed shall be
entitled to such notice of, and to vote at such meeting, or to receive payment
of such dividend, or to receive such allotment of rights, or to exercise such
rights, as the case may be, notwithstanding any transfer of any stock on the
books of the corporation after any such record date fixed as aforesaid.
Section 5. In case any certificate of stock is lost, mutilated or
destroyed, the Board of Directors may issue a new certificate in place thereof
upon such terms and conditions as they may deem advisable and as may be
permitted by the laws of the State of Michigan.
ARTICLE IX.
WAIVER OF NOTICE
Section 1. Whenever any notice whatever is required to be given under the
provisions of these By-Laws or of any law, a waiver thereof in writing, signed
by the persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.
ARTICLE X.
AMENDMENTS
Section 1. The shareholders may at any meeting amend, alter or repeal any
of these By-Laws by the affirmative vote of the holders of Sixty-five Per Cent
(65%) of the shares of common stock issued and outstanding; provided the
substance of the proposed amendment shall have been stated in the notice of the
meeting, or by unanimous vote of all the shareholders without such notice.