EXHIBIT 3(ii)
THE DAVEY TREE EXPERT COMPANY
1987 AMENDED AND RESTATED REGULATIONS
ADOPTED: May 19, 1987
ARTICLE I
SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of
Shareholders of the Company for the election of directors, the
consideration of reports to be laid before such meeting, and the
transaction of such other business as may properly be brought
before such meeting shall be held, at the principal office of the
Company in the City of Kent, in Portage County, or at such other
place either within or without the State of Ohio as may be
designated by the Board of Directors, by the Chairman of the
Board, or by the President and specified in the notice of such
meeting, at two o'clock p.m. on the third Tuesday of May in each
year, if not a legal holiday, and, if a legal holiday, then on
the next succeeding business day, or such other date or time as
may be designated by the Board of Directors, by the Chairman of
the Board of Directors, or by the President and specified in the
notice of the meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders of the Company may be held on any business day, when
called by the Chairman of the Board, by the Vice Chairman of the
Board, by the President, by an Executive Vice President, by a
Senior Vice President, by a Vice President, or by the Board of
Directors acting at a meeting, or by a majority of the directors
acting without a meeting, or by the persons who hold twenty-five
percent of all the shares outstanding and entitled to vote
thereat. Upon request in writing delivered either in person or
by registered mail to the President or the Secretary by any
persons entitled to call a meeting of shareholders, such officer
shall forthwith cause to be given to the shareholders entitled
thereto notice of a meeting to be held on a date not less than
seven or more than sixty days after the receipt of such request,
as such officer may fix. If such notice is not given within
thirty days after the delivery or mailing of such request, the
person calling the meeting may fix the time of the meeting and
give notice thereof in the manner provided by law or as provided
in these Regulations, or cause such notice to be given by any
designated representative. Each special meeting shall be called
to convene between nine o'clock a.m. and four o'clock p.m., shall
be held at the principal office of the Company, unless the same
is called by the directors, acting with or without a meeting, in
which case such meeting may be held at any place either within or
without the State of Ohio designated by the Board of Directors
and specified in the notice of such meeting.
SECTION 3. NOTICE OF MEETINGS. Not less than seven or more
than sixty days before the date fixed for a meeting of
shareholders, written notice stating the time, place and purposes
of such meeting shall be given by or at the direction of the
Secretary, or Assistant Secretary, or any other person or persons
required or permitted by these Regulations to give such notice.
The notice shall be given by personal delivery or by mail to each
shareholder
entitled to notice of the meeting who is of record as of the
day next preceding the day on which notice is given or, if a
record date therefore is duly fixed, of record as of said
date; if mailed, the notice shall be addressed to the
shareholders at their respective addresses as they appear on
the records of the Company. Notice of the time, place, and
purposes of any meeting of shareholders may be waived in
writing, either before or after the holding of such meeting,
by any shareholder, which writing shall be filed with or
entered upon the records of the meeting. The attendance of
any shareholder at any such meeting without protesting,
prior to or at the commencement of the meeting, the lack of
proper notice shall be deemed to be a waiver by him or
notice of such meeting.
SECTION 4. QUORUM; ADJOURNMENT. Except as may be
otherwise provided by law or by the Articles of
Incorporation, at any meeting of the shareholders the
holders of shares entitling them to exercise a majority of
the voting power of the Company present in person or by
proxy shall constitute a quorum for such meeting; provided,
however, that no action required by law, by the Articles, or
by these Regulations to be authorized or taken by a
designated proportion of the shares of any particular class
or of each class of the Company may be authorized or taken
by a less proportion; and provided, further, that the
holders of a majority of the voting shares represented
thereat, whether or not a quorum is present, may adjourn
such meeting from time to time; if any meeting is adjourned,
notice of such adjournment need not be given if the time and
place to which such meeting is adjourned are fixed and
announced at such meeting.
SECTION 5. PROXIES. Persons entitled to vote shares
or to act with respect to shares may vote or act in person
or by proxy. The person appointed as proxy need not be a
shareholder. Unless the writing appointing a proxy
otherwise provides, the presence at a meeting of the person
having appointed a proxy shall not operate to revoke the
appointment. Notice to the Company, in writing or in open
meeting, of the revocation of the appointment of a proxy
shall not affect any vote or act previously taken or
authorized.
SECTION 6. APPROVAL AND RATIFICATION OF ACTS OF
OFFICERS AND BOARD OF DIRECTORS. Except as otherwise
provided by the Articles of Incorporation or by law, any
contract, act, or transaction, prospective or past, of the
Company, or of the Board of Directors, or of the officers
may be approved or ratified by the affirmative vote at a
meeting of the shareholders, or by the written consent, with
or without a meeting, of the holders of record of shares
entitling them to exercise a majority of the voting power of
the Company, and such approval or ratification shall be as
valid and binding as though affirmatively voted for or
consented to by every shareholder of the Company.
ARTICLE 11
BOARD OF DIRECTORS
SECTION 1. NUMBER AND CLASSIFICATION. The Board of
Directors will be divided into three classes consisting of
not less than three directors each. The number of directors
may be fixed or changed by the shareholders at any meeting
of shareholders called to elect directors at which a quorum
is present, by the vote of the holders of a majority of the
shares represented at the meeting and entitled to vote on
the proposal. The terms in office of the directors in each
of the classes will expire in consecutive years. At each
annual election of directors, directors will be elected to
the class whose term in office expires in that year and will
hold office for a term of three years and until their
respective successors are elected. In case of any increase
in the number of directors of any class, the additional
director or directors elected to that class will hold office
for the remainder of the term in office of that class.
SECTION 2. RESIGNATION; REMOVAL; VACANCIES. Any
director may resign at any time by oral statement made at a
meeting of the Board of Directors or in a writing delivered
to the secretary; the resignation will take effect
immediately or at such other time as the director may
specify. No director may be removed prior to the expiration
of his term except for gross negligence or willful
misconduct in the performance of his duties as a director.
No reduction in the number of directors of any class, and no
modification or elimination of the classification of the
Board of Directors, will of itself have the effect of
shortening the term of nay incumbent director. In the event
of any vacancy or vacancies in the Board of Directors,
however caused, the directors then in office, though less
than a majority of the authorized number of directors, may,
by the vote of a majority of their number, fill each vacancy
for the remainder of the term in office of the director
whose resignation, removal, or death resulted in the
vacancy.
SECTION 3. NOMINATION OF CANDIDATES FOR ELECTION AS
DIRECTORS. At a meeting of shareholders at which directors
are to be elected, only persons nominated as candidates will
be eligible for election as directors. Candidates may be
nominated either by the Board of Directors or by any
shareholder entitled to vote at the meeting. Nominations by
the Board of Directors may be made at a meeting or in an
action without a meeting, not less than 30 days prior to the
meeting at which the directors are to be elected. Each
candidate nominated by the board will, at the request of the
secretary, provide the company with all of the information
about himself required, under rules of The Securities and
Exchange Commission, to be included in the company's proxy
statement for the meeting. Any shareholder who proposes to
nominate one or more candidates for election as director
must, not less than 30 days prior to the meeting at which
the directors are to be elected, notify the secretary of his
intention to make the nomination and provide the company
with all of the information about each of the candidates as
would be required, under the rules of The Securities and
Exchange Commission, to be included in a proxy statement
soliciting proxies for the election of the candidate,
including (i) his name, age, and business and residence
addresses, (ii) his principal occupations or employment
during the last five years, (iii) the number of shares of
the company beneficially owned by him, and (iv) transactions
between him and the Company. In the event that a candidate
validly nominated by the Board or by a shareholder
thereafter becomes unable or unwilling to stand for election
as a director, the Board or the shareholder who nominated
the candidate, as the case may be, may nominate a substitute
candidate. If the Chairman or other officer presiding at
the meeting determines that one or more candidates were not
nominated in accordance with these procedures, he may rule
the nomination of these candidates to be out-of-order and
void.
SECTION 4. ORGANIZATION MEETING. Immediately after
each annual meeting of the shareholders, the newly elected
directors shall hold an organization meeting for the purpose
of electing officers and transacting any other business.
Notice of such meeting need not be given.
SECTION 5. REGULAR MEETINGS. Regular meetings of the
Board of Directors may be held at such times and places
within or without the State of Ohio as may be provided for
in bylaws or resolutions adopted by the Board of Directors
and upon such notice, if any, as shall be so provided.
SECTION 6. SPECIAL MEETINGS. Special meetings of the
Board of Directors may be held at any time within or without
the State of Ohio upon call by the Chairman of the Board,
the Vice Chairman of the Board, the President, an Executive
Vice President, Senior Vice President, or a Vice President
or any two directors. Written notice of the time and place
of each such meeting shall be given to each director either
by personal delivery or by mail, telegram, or cablegram at
least two days before the meeting, which notice need not
specify the purposes of the meeting; provided, however, that
attendance of any director at any such meeting without
protesting, prior to or at the commencement of the meeting,
the lack of proper notice shall be deemed to be a waiver by
him of notice of such meeting and such notice may be waived
in writing, either before or after the holding of such
meeting, by any director, which writing shall be filed with
or entered upon the records of the meeting. Unless
otherwise indicated in the notice thereof, any business may
be transacted at any organization, regular, or special
meeting.
SECTION 7. QUORUM; ADJOURNMENT. A quorum of the Board
of Directors shall consist of a majority of the directors
then in office; provided, that a majority of the directors
present at a meeting duly held, whether or not a quorum is
present, may adjourn such meeting from time to time, if any
meeting is adjourned, notice of such adjournment need not be
given if the time and place to which such meeting is
adjourned are fixed and announced at such meeting. At each
meeting of the Board of Directors at which a quorum is
present, all questions and business shall be determined by a
majority vote of those present except as in these
Regulations otherwise expressly provided.
SECTION 8. ACTION WITHOUT A MEETING. Any action which
may be authorized or taken at a meeting of the Board of
Directors may be authorized or taken without a meeting in a
writing or writings signed by all of the directors, which
writing or writings shall be filed with or entered upon the
records of the Company.
SECTION 9. COMMITTEES. The Board of Directors may at
any time appoint from its members an Executive, Finance, or
other committee or committees, consisting of such number of
members, not less than three, as the Board of Directors may
deem advisable, together with such alternates as the Board
of Directors may deem advisable, to take the place of any
absent member or members at any meeting of such committee.
Each such member and each such alternate shall hold office
during the pleasure of the Board of Directors. Any such
committee shall act only in the intervals between meetings
of the Board of Directors and shall have such authority to
fill vacancies in the Board of Directors or in any committee
of the Board of Directors. Subject to the aforesaid
exceptions, any person dealing with the Company shall be
entitled to rely upon any act or authorization of an act by
any such committee, to the same extent as an act or
authorization of the Board of Directors. Each committee
shall keep full and complete records of all meetings and
actions, which shall be open to inspection by the directors.
Unless otherwise ordered by the Board of Directors, any such
committee may prescribe its own rules for calling and
holding meetings, and for its own method of procedure, and
may act at a meeting by a majority of its members or without
a meeting by a writing or writings signed by all of its
members.
SECTION 10. DIRECTORS ADVISORY COMMITTEE. The Board
of Directors may establish a Directors Advisory Committee
and appoint to such Committee such number of persons as the
Board of Directors may deem advisable. No member of the
Board of Directors shall serve on the Directors Advisory
Committee, but the Board of Directors may appoint to such
Committee any former directors or officers of the Company
and such other persons as it may deem advisable. Each
member of the Directors Advisory Committee shall be
appointed for a term of three years, and no member of the
Directors Advisory Committee shall serve for more than two
such three-year terms. The Directors Advisory Committee
shall exercise an advisory function with respect to only
such matters as the Board of Directors may specifically
submit to such Committee, provided, however, that the
Directors Advisory Committee shall in no event have any
authority whatsoever with respect to the operations or
management of the Company or to authorize, require, or
approve any expenditure, payment, or donation of any funds
of the Company.
ARTICLE III
OFFICERS
SECTION 1. ELECTION AND DESIGNATION OF OFFICERS. The
Board of Directors shall elect a President, a Secretary, a
Treasurer, and, in its discretion, may elect a Chairman of
the Board, one or more Executive Vice Presidents, one or
more Senior Vice Presidents, one or more Vice Presidents,
one or more Assistant Secretaries, one or more Assistant
Treasurers, and such other officers as the Board of
Directors may deem necessary. The Chairman of the Board,
the Vice Chairman of the Board, and the President shall be
directors, but no one of the other officers need be a
director. Any two or more of such offices may be held by
the same person, but no officer shall execute, acknowledge,
or verify any instrument in more than one capacity, if such
instrument is required to be executed, acknowledged, or
verified by two or more officers.
SECTION 2. TERM OF OFFICE; VACANCIES. The officers of
the Company shall hold office until the next organization
meeting of the Board of Directors and until their successors
are elected, except in case of resignation, removal from
office, or death. The Board of Directors may remove any
officer at any time with or without cause by a majority vote
of the directors then in office. Any vacancy in any office
may be filled by the Board of Directors.
SECTION 3. CHAIRMAN OF THE BOARD. The Chairman of the
Board shall preside at all meetings of the Board of
Directors and shall have such authority and shall perform
such other duties as may be determined by the Board of
Directors.
SECTION 4. PRESIDENT. The President shall preside at
all meetings of the shareholders and shall preside at all
meetings of the Board of Directors, except for meetings of
the Board of Directors at which the Chairman of the Board,
if any, presides in accordance with the preceding Section.
Subject to directions of the Board of Directors, the
President shall have general executive supervision over the
property, business, and affairs of the Company. He may
execute all authorized deeds, mortgages, bonds, contracts,
and other authority and shall perform such other duties as
may be determined by the Board of Directors.
SECTION 5. VICE CHAIRMAN OF THE BOARD. The Vice
Chairman of the Board shall exercise all of the authority
of, and perform all of the duties, of the Chairman in case
of the absence or inability of the Chairman to act an shall
have such other authority and perform such other duties as
may be determined by the Board of Directors.
SECTION 6. EXECUTIVE VICE PRESIDENTS. The Executive
Vice Presidents shall, respectively, have such authority and
perform such duties as may be determined by the Board of
Directors.
SECTION 7. SENIOR VICE PRESIDENTS. The Senior Vice
Presidents shall, respectively, have such authority and
perform such duties as may be determined by the Board of
Directors.
SECTION 8. VICE PRESIDENTS. The Vice Presidents
shall, respectively, have such authority and perform such
duties as may be determined by the Board of Directors.
SECTION 9. SECRETARY. The Secretary shall keep the
minutes of the shareholders and of the Board of Directors.
He shall keep such books as may be required by the Board of
Directors, shall give notices of shareholders meetings and
of Board meetings required by law, or by these Regulations,
or otherwise, and shall have such authority an shall perform
such other duties as may be determined by the Board of
Directors.
SECTION 10. TREASURER. The Treasurer shall receive
and have in charge all money, bills, notes, bonds, stocks in
other corporations, and similar property belonging to the
Company, and shall do with the same as may be ordered by the
Board of Directors. He shall keep accurate financial
accounts and hold the same open for the inspection and
examination of the directors and shall have such authority
and shall perform such other duties as may be determined by
the Board of Directors.
SECTION 11. OTHER OFFICERS. The Assistant Secretaries
and Assistant Treasurers, if any, and any other officers
whom the Board of Directors may elect shall, respectively,
have such authority and perform such other duties as may be
determined by the Board of Directors.
SECTION 12. DELEGATION OF AUTHORITY AND DUTIES. The
Board of Directors is authorized to delegate the authority
and duties of any officer to any other officer and generally
to control the action of the officers and to require the
performance of duties in addition to those mentioned herein.
ARTICLE IV
COMPENSATION
SECTION 1. DIRECTORS AND MEMBERS OF COMMITTEES.
Members of the Board of Directors and members of any
committee of the Board of Directors shall, as such, receive
such compensation, which may be either a fixed sum for
attendance at each meeting of the Board of Directors, or at
each meeting of the committee, or stated compensation
payable at intervals, or shall otherwise be compensated as
may be determined by or pursuant to authority conferred by
the Board of Directors or any committee of the Board of
Directors, which compensation may be in different amounts
for various members of the Board of Directors or any
committee. No member of the Board of Directors and no
member of any committee of the Board of Directors shall be
disqualified from being counted in the determination of a
quorum or from acting at any meeting of the Board of
Directors or of a committee of the Board of Directors by
reason of the fact that matters affecting his own
compensation as a director, member of a committee of the
Board of Directors, officer, or employee are to be
determined.
SECTION 2. OFFICERS AND EMPLOYEES. The compensation
of officers and employees of the Company, or the method of
fixing such compensation, shall be determined by or pursuant
to authority conferred by the Board of Directors or any
committee of the Board of Directors. Such compensation may
include pension, disability, and death benefits, and may be
by way of fixed salary, or on the basis of earnings of the
Company, or any combination thereof, or otherwise, as may be
determined or authorized from time to time by the Board of
Directors or any committee of the Board of Directors.
ARTICLE V
INDEMNIFICATION
SECTION 1. THIRD PARTY ACTIONS. The Company 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, suit, or proceeding, whether civil, criminal,
administrative, or investigative (other than an action or
suit by or in the right of the Company), by reason of the
fact that he is or was a director, officer, employee, or
agent of the Company, or is or was serving at the request of
the Company as a director, trustee, 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 by him in
connection with the action, suit, or proceeding if he acted
in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the Company 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, or 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 Company or that, with
respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
SECTION 2. DERIVATIVE ACTIONS. Other than in
connection with an action or suit in which the liability of
a director under Section 1701.95 of the Ohio Revised Code is
the only liability asserted, the Company 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 Company to procure a judgment
in its favor by reason of the fact that he is or was a
director, officer, employee, or agent to the Company, or is
or was serving at the request of the Company as a director,
trustee, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise,
against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or
settlement of the action or suit if he acted in good faith
and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company, except that:
(a) no indemnification of a director shall be
made if its is proved by clear and convincing evidence
in a court of competent jurisdiction that his action or
failure to act involved an act or omission undertaken
with deliberate intent to cause injury to the Company
or undertaken with reckless disregard for the best
interests of the Company; and
(b) no indemnification of an officer, employee,
or agent, regardless of his status as a director, shall
be made in respect of any claim, issue, or matter as to
which he is adjudged to be liable for negligence or
misconduct in the performance of his duty to the
Company; unless and only to the extent that the Court
of Common Pleas or the court in which the action or
suit was brought determines upon application that,
despite the adjudication of liability but in view of
all the circumstances of the case, he is fairly and
reasonably entitled to indemnity for such expenses as
the Court of Common Pleas or the other court shall deem
proper.
SECTION 3. RIGHTS AFTER SUCCESSFUL DEFENSE. To the
extent that a director, trustee, officer, employee, or
agent has been successful on the merits or otherwise in
defense of any action, suit, or proceeding referred to in
Section 1 or Section 2, or in defense of any claim, issue,
or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably
incurred by him in connection with the action, suit or
proceeding.
SECTION 4. OTHER DETERMINATIONS OF RIGHTS. Except in
a situation governed by Section 3, any indemnification
under Section 1 or Section 2 (unless ordered by a court)
shall be made by the Company only as authorized in the
specific case upon a determination that indemnification of
the director, trustee, officer, employee, or agent is
proper in the circumstances because he has met the
applicable standard or conduct set forth in Section 1 or
Section 2. The determination shall be made (a) by a
majority vote, at a meeting of directors, of those
directors who constitute a quorum and who also were not and
are not parties to or threatened with any such action,
suit, or proceeding or (b) if such a quorum is not
obtainable (or even if obtainable) and a majority of
disinterested directors so directs, in a written opinion by
independent legal counsel (compensated by the Company) or
(c) by the affirmative vote in person or by proxy of the
holders of record of a majority of the shares held by
persons who were not and are not parties to or threatened
with any such action, suit, or proceeding and entitled to
vote in the election of directors, without regard to voting
power which may thereafter exist upon a default, failure,
or other contingency or (d) by the Court of Common Pleas
or the court in which such action, suit, or proceeding was
brought.
SECTION 5. ADVANCES OF EXPENSES. Unless at the time
of a director's act or omission that is the subject of an
action, suit, or proceeding referred to in Section 1 or
Section 2 hereof, the only liability asserted against a
director in the action, suit, or proceeding referred to in
Section 1 or Section 2 hereof is pursuant to Section
1701.95 of the Revised Code:
(a) expenses, including attorney's fees,
incurred by a director in defending the action, suit,
or proceeding shall be paid by the company as they are
incurred, in advance of the final disposition of the
action, suit, or proceeding upon receipt or an
undertaking by or on behalf of the director in which he
agrees both: (i) to repay the amount if it is proved by
clear and convincing evidence in a court of competent
jurisdiction that his action or failure to act involved
an act or omission undertaken with deliberate intent to
cause injury to the company or undertaken with reckless
disregard for the best interests of the company and
(ii) to reasonably cooperate with the company
concerning the action, suit, or proceeding.
(b) expenses (including attorney's fees),
incurred by a director, officer, employee, or agent in
defending any action, suit or proceeding referred to in
Section 1 or Section 2 of this Article V may be paid by
the Company, as they are incurred, in advance of final
disposition of the action, suit, or proceeding, as
authorized by the Board of Directors in the specific
case, upon receipt of an undertaking by or on behalf of
the director, officer, employee, or agent to repay the
amount if it is ultimately determined that he is not
entitled to be indemnified by the Company.
SECTION 6. PURCHASE OF INSURANCE. The Company may
purchase and maintain insurance or furnish similar
protection, including but not limited to trust funds,
letters of credit, or self-insurance, on behalf of or for
any person who is or was a director, officer, employee, or
agent of the Company, or is or was serving at the request of
the Company as a director, trustee, officer, employee, or
agent of another corporation, partnership, joint venture,
trust, or other enterprise, against any liability asserted
against him and incurred by him in any capacity, or arising
out of his status as such, whether or not the Company would
have the power to indemnify him against liability under the
provisions of this Article or of the Ohio General
Corporation Law. Insurance may be purchased from or
maintained with a person in which the Company has a
financial interest.
SECTION 7. MERGERS. In the case of a merger into this
Company of a constituent corporation which, if its separate
existence had continued, would have been required to
indemnify directors, trustees, officers, employees, or
agents in specified situations, any person who served as a
director, officer, employee or agent of the constituent
corporation, or served at the request of the constituent
corporation as a director, trustee, officer, employee, or
agent of another corporation, partnership, joint venture,
trust, or other enterprise, shall be entitled to
indemnification by this Company (as the surviving
corporation) to the same extent he would have been entitled
to indemnification by the constituent corporation if its
separate existence had continued.
SECTION 8. NON-EXCLUSIVITY; HEIRS. Indemnification
authorized by this Article shall not be exclusive of , and
shall be in addition to, any other rights granted to those
seeking indemnification as a matter of law or under the
Articles, these Regulations, any agreement, a vote of
shareholders or disinterested directors, any insurance
purchased by the Company, any action by the directors to
take into account amendments to the Ohio General Corporation
Law that expand the authority of the Company to indemnify a
director, officer, employee, or agent of the Company, or
otherwise, both as to action in his official capacity and as
to action in another capacity while holding an office, and
shall continue as to a person who has ceased to be a
director, trustee, officer, employee, or agent and shall
inure to the benefit of the heirs, executors, and
administrators of such a person.
ARTICLE VI
RECORD DATE
For any lawful purpose, including, without limitation,
the determination of the shareholders who are entitled to
receive notice of or to vote at a meeting of shareholders,
the Board of Directors may fix a record date in accordance
with the provisions of the Ohio General Corporation Law.
The record date for the purpose of the determination of the
shareholders who are entitled to receive notice of or to
vote at a meeting of shareholders shall continue to be the
record date for all adjournments of such meeting, unless the
Board of Directors or the persons who shall have fixed the
original record date shall, subject to the limitations set
forth in the Ohio General Corporation Law, fix another date,
and, in case a new record date is so fixed, notice thereof
and of the date to which the meeting shall have been
adjourned shall be given to shareholders of record as of
such date in accordance with the same requirements as those
applying to a meeting newly called. The Board of Directors
may close the share transfer books against transfers of
shares during the whole or any part of the period provided
for in this Article, including the date of the meeting of
shareholders and the period ending with the date, if any, to
which adjourned. If no record date is fixed therefore, the
record for determining the shareholders who are entitled to
receive notice of or to vote at a meeting of shareholders
shall be the date next preceding the day on which notice is
given, or the date next preceding the day on which the
meeting is held, as the case may be.
ARTICLE VII
CERTIFICATES FOR SHARES
SECTION 1. FORM OF CERTIFICATES AND SIGNATURES. Each
holder of shares shall be entitled to one or more
certificates, signed by the Chairman of the Board, the Vice
Chairman of the Board, the President, an Executive Vice
President, Senior Vice President, or a Vice President and by
the Secretary, an Assistant Secretary, the Treasurer, or an
Assistant Treasurer of the Company, which shall certify the
number of class of shares held by him in the Company, but no
certificate for shares shall be executed or delivered until
such shares are fully paid. When such a certificate is
countersigned by an incorporated transfer agent or
registrar, the signature of any of said officers of the
Company may be facsimile, engraved, stamped, or printed.
Although any officer of the Company whose manual or
facsimile signature is affixed to such a certificate ceases
to be such officer before the certificate is delivered, such
certificate nevertheless shall be effective in all respects
when delivered.
SECTION 2. TRANSFER OF SHARES. Shares of the Company
shall be transferable upon the books of the Company by the
holders thereof, in person, or by a duly authorized
attorney, upon surrender and cancellation of certificates
for a like number of shares of the same class or series,
with duly executed assignment and power of transfer endorsed
thereon or attached thereto, and with such proof of the
authenticity of the signatures to such assignment and power
of transfer as the Company or its agents may reasonably
require.
SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES.
The Company may issue a new certificate for shares in place
of any certificate theretofore issued by it and alleged to
have been lost, stolen, or destroyed, and the Board of
Directors may, in its discretion, require the owner, or his
legal representatives, to give the Company a bond containing
such terms as the Board of Directors may require to protect
the Company or any person injured by the execution and
delivery of a new certificate.
SECTION 4. TRANSFER AGENT AND REGISTRAR. The Board of
Directors may appoint, or revoke the appointment of,
transfer agents and registrars and may require all
certificates for shares to bear the signature of such
transfer agents and registrars, or any of them.
ARTICLE VIII
CORPORATE SEAL
The corporate seal of this Company shall be circular in
form and shall contain the name of the Company. Failure to
affix the corporate seal to any instrument executed on
behalf of the Company shall not affect the validity of such
instrument.
ARTICLE IX
AMENDMENTS
The Regulations of the Company may be amended, or new
Regulations may be adopted, by the shareholders at a meeting
held for such purpose, by affirmative vote of the holders of
shares entitling them to exercise a majority of the voting
power on such proposal or, without a meeting, by the written
consent of the holders of shares entitling them to exercise
two-thirds of the voting power on such proposal. If the
Regulations are amended or new Regulations are adopted
without a meeting of the shareholders, the Secretary of the
Company shall mail a copy of the amendment or the new
Regulations to each shareholder who would have been entitled
to vote thereon and did not participate in the adoption
thereof.
EXHIBIT 21
SUBSIDIARIES OF THE REGISTRANT
The Registrant has three wholly-owned subsidiaries,
Davey Tree Surgery Company (incorporated in Ohio), Davey
Tree Expert Co. of Canada, Limited (incorporated in Canada)
and B.D. Wilhelm Company (incorporated in Colorado), each of
which did business in 1996 under its corporate name.