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Exhibit 3.2
CODE OF REGULATIONS
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OF
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FOREST CITY ENTERPRISES, INC.
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AS AMENDED JUNE 14, 1994
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ARTICLE I
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MEETING OF SHAREHOLDERS
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Section 1. ANNUAL MEETING. The annual meeting of the shareholders of
the Company for the election of directors, the consideration of reports to be
laid before the meeting, and the transaction of such other business as may
properly be brought before the meeting shall be held in the place described in
the Articles of Incorporation as the place where the principal office of the
Company is or is to be located, or at such other place either within or without
the State of Ohio as may be designated by the Board of Directors, the Chairman
of the Board, or the President and specified in the notice of the meeting at ten
o'clock a.m., on the second Tuesday of June in each year, (or, if that be a
legal holiday, on the next succeeding business day) or at such other time and on
such other date (not, however, earlier than June 1 or later than June 30 in any
year) as the Board of Directors may determine. (Amended June 14, 1994)
Section 2. SPECIAL MEETINGS. Special meetings of the shareholders for
any purpose or purposes may be called by the Premises or by order of the Board
of Directors and it shall be the duty of the Secretary to call such a meeting
upon a request in writing therefor stating the purpose or purposes thereof
delivered to the Secretary signed by the holders of record of not less than
twenty-five percent (25%) of the shares outstanding and entitled to vote.
Section 3. PLACE OF MEETINGS. Meetings of the shareholders may be held
at the Corporation's principal office in Cleveland, Ohio, or at such other place
within or without the State of Ohio, as the Board of Directors may from time to
time determine.
Section 4. NOTICE OF MEETINGS. Notice of the annual or of any special
meeting of shareholders, stating the time, place and purposes thereof, shall be
given to each shareholder of record entitled to vote at such meeting, by mailing
the same to his address as the same appears on the records of the Corporation or
of its Transfer Agent, or Agents, at least ten (10) and not more than sixty (60)
days before any such meeting; provided, however, that no failure or irregularity
of notice of any annual meeting shall invalidate the same or any proceeding
thereat. All notices with respect to any shares to which persons are jointly
entitled may be given to that one of such persons who is named first upon the
books of the Corporation and notice so given shall be sufficient notice to all
the holders of such shares. Any shareholder, or his attorney thereunto
authorized, may waive notice of any meeting either before or after the meeting
(Amended June 14, 1977)
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Section 5. QUORUM. At all meetings of shareholders the holders of
record of a majority of the issued and outstanding voting shares of the
Corporation, present in person or by proxy, shall constitute a quorum for the
transaction of business. In the absence of a quorum, the holders of a majority
of the voting shares present or represented may adjourn the meeting by
resolution to a date fixed therein, and no further notice thereof shall be
required. At any such adjourned meeting at which a quorum may be present, any
business may be transacted which might have been transacted at the meeting as
originally called.
Section 6. PROXIES. Any shareholder entitled to vote at a meeting of
shareholders may be represented and vote thereat by proxy appointed by an
instruments, in writing, subscribed by such shareholder, or by his duly
authorized attorney, and submitted to the Secretary at or before such meeting.
ARTICLE II
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BOARD OF DIRECTORS
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Section 1. NUMBER. The number of directors shall be thirteen (13)
provided, however, that the directors are authorized to change the number of
directors to a number not to be less than three (3) or more than fifteen (15) by
resolution adopted by the directors at a meeting at which a quorum is present,
and the directors are authorized to fill any director vacancy that is created by
an increase in the number of directors or in the case of any directors being
unable to serve by reason of incapacity, death or resignation; provided,
however, that no reduction in the number of directors shall have the effect of
removing any director prior to the expiration of his term of office. (Amended
March 16, 1995)
Section 2. ELECTION AND TERM OF OFFICE. The election of directors shall
be held at the annual meeting of the shareholders or at a special meeting called
for that purpose. Directors shall be elected to serve until the next annual
election of directors and until their respective successors shall have been duly
elected and qualified.
Section 3. PLACE OF MEETINGS. The Board of Directors shall hold
its meeting at such places within or without the State of Ohio as it may decide.
Section 4. REGULAR MEETINGS. The Board of Directors by resolution
may establish regular periodic meetings and notice of such meetings need not be
given.
Section 5. SPECIAL MEETINGS. Special Meetings of the Board of Directors
shall be called by the Secretary or an Assistant Secretary whenever ordered by
the Board of Directors or requested in writing by the President or any two other
directors. Such meetings shall be held at the principal office of the
Corporation except as otherwise specified in the notice. Notice of each Special
Meeting shall be mailed to each director, addressed to his residence or usual
place of business, at least four days before the day on which the meeting
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is to be held, or shall be sent to such address by telegraph, or be given
personally or by telephone, not later than two days before the day of which
the meeting is to be held. Notice of any meeting may be waived in writing by
any director before or after the meeting.
Section 6. QUORUM. A majority of the members of the Board of Directors
then in office shall constitute a quorum at all meetings thereof. In the absence
of a quorum of the Board of Directors, a majority of the members present may
adjourn the meeting from time to time until a quorum be had, and no notice of
any such adjournment need be given.
Section 7. FEES. The Board of Directors may from time to time,
irrespective of any personal interest of any of them, establish reasonable
compensation for services to the Corporation by directors and officers. The
Board of Directors may reimburse directors for travel and other expense
incidental to their attendance at meetings of the Board, and, from time to time,
may prescribe reasonable annual directors' fees or reasonable fees for their
attendance at meetings of the Board. Members of either executive or special
committees may be reimbursed, by resolution of the Board, for travel and other
expense incidental to their attendance at meetings of such committees, and may
be allowed such compensation as the Board of Directors may determine for
attending such meetings.
ARTICLE III
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EXECUTIVE AND OTHER COMMITTEES
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Section 1. HOW CONSTITUTED AND THE POWERS THEREOF. The Board of
Directors by the vote of a majority of the entire Board, may designate three or
more directors to constitute an Executive Committee, who shall serve during the
pleasure of the Board of Directors. Except as otherwise provided by law, by
these regulations or by resolution adopted by a majority of the entire Board of
Directors, the Executive Committee shall possess and may exercise during the
intervals between the meetings of the Board, all of the powers of the Board of
Directors in the management of the business, affairs and property of the
Corporation, including the power to cause the seal of the Corporation to be
affixed to all papers that may require it.
Section 2. ORGANIZATION, ETC. The Executive Committee shall choose its
own Chairman and its Secretary and may adopt rules for its procedure. The
Committee shall keep a record of its act and proceedings and report the same
from time to time to the Board of Directors.
Section 3. MEETINGS. Meetings of the Executive Committee may be called
by the Chairman of the Committee and shall be called by him at the request of
any member of the Committee, or such meetings may be called by any member if
there shall be no Chairman. Notice of each meeting of the Committee shall be
sent to each member of the Committee by mail at least two days before the
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meeting is to be held, or given personally or by telegraph or telephone at least
one day before the day on which the meeting is to be held. Notice of any meeting
may be waived before or after the meeting.
Section 4. QUORUM AND MANNER OF ACTING. A majority of the Executive
Committee shall constitute a quorum for the transaction of business, and the act
of a majority of those present at the meeting at which a quorum is present shall
be the act of the Executive Committee.
Section 5. REMOVAL. Any member of the Executive Committee may be
removed, with or without cause, at any time, by the Board of Directors.
Section 6. VACANCIES. Any vacancy in the Executive Committee shall be
filled by the Board of Directors.
Section 7. OTHER COMMITTEES. The Board of Directors may by resolution
provide for such other standing or special committees to consist of not less
than three directors as it deems desirable, and discontinue the same at is
pleasure. Each Committee shall have such powers and perform such duties, not
inconsistent with law, as may be assigned to it by the Board of Directors.
ARTICLE IV
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OFFICES AND OFFICERS
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Section 1. OFFICERS - NUMBER. The Officers of the Corporation shall be
a President, who shall be a Director, and also a Vice President, a Secretary and
a Treasurer, who may or may not be Directors. In addition, the Board of
Directors may from time to time, in its discretion, appoint any or all of the
following: a Chairman of the Board, one or more Vice Chairmen of the Board, one
or more Executive Vice Presidents, one or more additional Vice Presidents, one
or more Assistant Secretaries and one or more Assistant Treasurers. Any two or
more offices may be held by the same person. (Amended June 9, 1987)
Section 2. ELECTION AND TERM OF OFFICE. All officers of the Corporation
shall be appointed annually by the Board of Directors at the first meeting of
the Board of Directors in each year held next after the annual meeting of
shareholders and each officer shall hold office until his successor shall have
been duly chosen and shall have qualified, or until he shall resign or shall
have been removed. At said first meeting, the Board of Directors shall also
designate and appoint such subordinate officers and employees as it shall
determine.
Section 3. VACANCIES. If any vacancy shall occur in any office of
the Corporation, such vacancy shall be filled by the Board of Directors.
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ARTICLE V
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DUTIES OF OFFICERS
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Section 1. CHAIRMAN OF THE BOARD AND VICE CHAIRMAN OF THE BOARD. The
Chairman of the Board, if one appointed, shall preside at all meetings of the
Board of Directors and shall have such other powers and duties as may be
prescribed by the Board of Directors. In case of the absence or inability of the
Chairman of the Board, the Vice Chairman, in order designated therefor by the
Board of Directors, shall have the powers and discharge the duties of the
Chairman of the Board (Amended June 9, 1987)
Section 2. PRESIDENT. The President shall be chief executive officer of
the Corporation and shall have general direction of its business, affairs and
property and over its several officers. He shall preside at all meetings of the
shareholders and, in the absence of the Chairman of the Board, or if the same
shall not have been appointed, shall also preside at the meetings of the Board
of Directors. He shall see that all orders and resolutions of the Board of
Directors are carried into effect, and he shall have the power to execute in the
name of the Corporation all authorized deeds, mortgages, bonds, contracts or
other instruments, except in cases in which the signing and execution thereof
shall have been expressly delegated to some other officer or agent of the
Corporation; and in general, he shall perform all duties incident to the office
of a president of a corporation, and such other duties as from time to time may
be assigned to him by the Board of Directors. He shall be ex officio a member of
all committees. He shall from time to time report to the Board of Directors all
matters within his knowledge which the interest of the Corporation may require
to be brought to their notice.
Section 3. EXECUTIVE VICE PRESIDENTS AND VICE PRESIDENTS. The Executive
Vice President or Executive Vice Presidents, the Vice President or Vice
Presidents, under the direction of the President, shall have such powers and
perform such duties as the Board of Directors or President may from time to time
prescribe, and shall perform such other duties as may be prescribed in these
regulations. In case of the absence or inability of the President to act, then
the Executive Vice President, in the order designated therefor by the Board of
Directors shall have the powers and discharge the duties of the President.
(Amended June 9, 1987)
Section 4. SECRETARY. The Secretary shall attend all meetings of the
shareholders of the Corporation and of its Board of Directors and shall keep the
minutes of all such meetings in a book or books kept by him for that purpose. He
shall keep in safe custody the seal of the Corporation, and, when authorized by
the Board of Directors, he shall affix such seal to any instrument requiring it.
In the absence of a Transfer Agent or a Registrar, the Secretary shall have
charge of the stock certificate books and the Secretary shall have charge of
such other books and papers as the Board of Directors may direct. He shall also
have such other powers and perform such other duties as pertain to his office,
or as the Board of Directors or the President may from time to time prescribe.
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Section 5. ASSISTANT SECRETARIES. In the absence or disability of the
Secretary, the Assistant Secretaries, in the order designated by the Board of
Directors, shall perform the duties of the Secretary, and, when so acting, shall
have all the powers of, and be subject to all the restrictions upon, the
Secretary. They shall also perform such other duties as from time to time may be
assigned to them by the Board of Directors or the President.
Section 6. TREASURER. The Treasurer, under the direction of the
President, shall have charge of the funds, securities, receipts and
disbursements of the Corporation. He shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such banks or trust
companies or with such other depositories as the Board of Directors may from
time to time designate. He shall supervise and have charge of keeping correct
books of account of all of the Corporation's business and transactions. If
required by the Board of Directors, he shall give a bond in such sum as the
Board of Directors may designate, conditioned upon the faithful performance of
the duties of his office and the restoration to the Corporation, at the
expiration of his term of office, or in case of his death, resignation or
removal from office, of all books, papers, vouchers, money or other property of
whatever kind in his possession belonging to the Corporation. He shall also have
such other powers and perform such other duties as pertain to his office, or as
the Board of Directors or the President may from time to time prescribe.
Section 7. ASSISTANT TREASURERS. In the absence of or disability of the
Treasurer, the Assistant Treasurers, in the order designated by the Board of
Directors, shall perform the duties of the Treasurer, and, when so acting, shall
have all the powers of, and be subject to all restrictions upon, the Treasurer.
They shall also perform such other duties as from time to time may be assigned
to them by the Board of Directors or the President.
ARTICLE VI
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INDEMNIFICATION
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(1) 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, suit, or proceeding, whether civil, criminal, administrative, or
investigative, other than 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, trustee, officer, employee, or agent of another corporation, domestic
or foreign, non-profit or for profit, 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 such 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 interest
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
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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 with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
(2) 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 the 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, trustee, officer, employee, or agent of another
corporation, domestic or foreign, non-profit or for profit, 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 such 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
Corporation, except that no indemnification shall be made in respect of any
claim, issue, or matter as to which such person shall have 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 of common pleas, or
the court in which such action or suit was brought shall determine 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
indemnity for such expenses as the court of common pleas or such other court
shall deem proper.
(3) 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 Paragraphs (1) and (2) of this Article VI, 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 therewith.
(4) Any indemnification under Paragraphs (1) and (2) of this Article
VI, 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, trustee, officer, employee, or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in Paragraphs
(1) and (2) of this Article VI. Such determination shall be made (a) by a
majority vote of a quorum consisting of directors of the Corporation who were
not and are not parties to or threatened with any such action, suit, or
proceedings, or (b) if such a quorum is not obtainable or if a majority vote of
a quorum of disinterested directors so directs, in a written opinion by
independent legal counsel other than an attorney, or a firm having associated
with it an attorney, who has been retained by or who has performed services for
the Corporation, or any person to be indemnified within the past five years, or
(c) by the shareholders, or (d) by the court of common pleas of the court in
which such action, suit, or proceeding was brought. Any determination made by
the
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disinterested directors under Paragraph (4) (a) of this Article VI shall be
promptly communicated to the person who threatened or brought the action or
suit, by or in the right of the Corporation under Paragraph (2) of this Article
VI, and within ten days after receipt of such notification, such person shall
have the right to petition the court of common pleas or the court in which such
action or suit was brought to review the reasonableness of such determination.
(5) Expenses, including attorneys' fees, incurred in defending any
action, suit, or proceeding referred to in Paragraphs (1) and (2) of this
Article VI, may be paid by the Corporation in advance of the final disposition
of such action, suit, or proceeding as authorized by the directors in the
specific case upon receipt of an undertaking by or on behalf of the director,
trustee, officer, employee, or agent to repay such amount, unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this Article VI.
(6) The indemnification provided by this Article VI shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under the Articles of Incorporation or the Code of Regulations, or any
agreement, vote of shareholders or disinterested directors, or otherwise, both
as to action in his official capacity and as to action in another capacity while
holding such 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
their heirs, executors, and administrators of such a person. (Amended June 8,
1976)
ARTICLE VII
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CHECKS, DRAFTS, ETC.
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All checks, drafts or orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the Corporation shall be signed
by such officer or officers, agent or agents, person or persons, to whom the
Board of Directors by resolution shall have delegated the power, but under such
conditions and restrictions as in said resolution may be imposed. The signature
of any officer upon any of the foregoing instruments may be a facsimile whenever
authorized by the Board of Directors.
ARTICLE VIII
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CERTIFICATES FOR SHARES
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Section 1. ISSUE OF CERTIFICATES. The Board of Directors shall provide
for the issue and transfer of the certificates of capital stock of the
Corporation, and prescribe the form of such certificates. Every owner of stock
of the Corporation shall be entitled to a certificate of stock which shall be
under the seal of the Corporation (which seal may be a facsimile, engraved or
printed), specifying the number of shares owned by him, and which certificate
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shall be signed by the President or a Vice President and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer of the
Corporation. Said signatures may, wherever permitted by law, be facsimile,
engraved or printed. 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 have been delivered by the Corporation, such
certificate or certificates may nevertheless 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 such officer or officers of the Corporation.
Section 2. TRANSFER AGENTS AND REGISTRARS. The Corporation may have one
or more Transfer Agents and one or more Registrars of its stock, whose
respective duties the Board of Directors may, from time to time, prescribe. If
the Corporation shall have a Transfer Agent, no certificate of stock shall be
valid until countersigned by such Transfer Agent, and if the Corporation shall
have a Registrar, until registered by the Registrar. The duties of the Transfer
Agent and Registrar may be combined.
Section 3. TRANSFER OF SHARES. The shares of the Corporation shall be
transferable only upon its books and by the holders thereof in person or by
their duly authorized attorneys or legal representatives, and upon such transfer
the old certificates shall be surrendered to the Corporation by the delivery
thereof to the person in charge of the stock and transfer books and ledgers or
to such other person as the Board of Directors may designate for such purpose,
and new certificates shall thereupon be issued.
Section 4. ADDRESSES OF SHAREHOLDERS. Every shareholder shall furnish
the Transfer Agent, or in the absence of a Transfer Agent, the Registrar, or in
the absence of a Transfer Agent and a Registrar, the Secretary, with an address
at or to which notices of meetings and all other notices may be served upon or
mailed to him, and in default thereof, notices may be addressed to him at the
office of the Corporation.
Section 5. CLOSING OF TRANSFER BOOKS; RECORD DATE. The Board of
Directors shall have power to close the stock transfer books of the Corporation
for a period not exceeding sixty (60) days and not less than then (10) days
prior to the date of any meeting of shareholders; provided, however, that in
lieu of closing the stock transfer books as aforesaid the Board of Directors may
fix a date not exceeding sixty (60) days and not less than ten (10) days prior
to the date of any such meeting as the time as of which shareholders entitled to
notice of and to vote at such meeting shall be determined, and all persons who
were holders of record of voting stock at such time and no others shall be
entitled to notice of and to vote at such meeting.
The Board of Directors shall also have the power to close the stock
transfer books of the Corporation for a period not exceeding sixty (60) days
preceding the date fixed for the payment of any dividend or the making of any
distribution or for the delivery of any evidence of right or evidence of
interest; provided, however, that in lieu of closing the stock transfer books
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as aforesaid the Board of Directors may fix a date not exceeding sixty (60) days
preceding the date fixed for the payment of any such dividend or the making of
any such distribution or for the delivery of any such evidence of right or
interest as a record time for the determination of the shareholders entitled to
receive any such dividend, distribution or evidence of right or interest, and in
such case only shareholders of record at the time so fixed shall be entitled to
receive such dividend, distribution or evidence of right or interest.
In no event shall the Board of Directors fix a record date for any
purpose, which shall be a date earlier than the date on which the record date is
fixed.
Section 6. LOST, STOLEN AND DESTROYED CERTIFICATES. The Board of
Directors may direct a new certificate or certificates of stock to be issued in
the place of any certificate or certificates theretofore issued and alleged to
have been lost, stolen or destroyed; but the Board of Directors when authorizing
such issue of a new certificate or certificates, may in its discretion require
the owner of the stock represented by the certificate so lost, stolen or
destroyed or his legal representative to furnish proof by affidavit or otherwise
to the satisfaction of the Board of Directors of the ownership of the stock
represented by such certificate alleged to have been lost, stolen or destroyed
and the facts which tend to prove its loss, theft or destruction. The Board of
Directors may also require such person to execute and deliver to the Corporation
a bond, with or without sureties, in such sum as the Board of Directors may
direct, indemnifying the Corporation against any claim that may be made against
it by reason of the issue of such new certificate. The Board of Directors,
however, may in its discretion, refuse to issue any such new certificate, except
pursuant to court order.
ARTICLE IX
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SEAL
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The corporate seal of the Corporation shall be circular in form and
shall contain the name of the Corporation, and the words "SEAL OHIO", or words
of similar import. Said seal may be used by causing it or a facsimile thereof to
be impressed or affixed or in any manner reproduced.
ARTICLE X
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CONTROL SHARE ACQUISITIONS
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Ohio Revised Code Section 1701.831 does not apply to "control share
acquisitions" of shares of capital stock of the Corporation.
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ARTICLE XI
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AMENDMENTS
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This Code of Regulations may be amended or a new Code of Regulations
may be adopted, at any meeting of shareholders called for that purpose, by the
affirmative votes of the holders of record 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 record of shares entitling them to exercise a
majority of the voting power on such proposal.
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