EXHIBIT 3
NUCOR CORPORATION
BYLAWS - JANUARY 23, 2001
NUCOR CORPORATION
BYLAWS - JANUARY 23, 2001
CONTENTS
PAGE
----
ARTICLE I - OFFICES...............................................................................................1
- -------------------
ARTICLE II - MEETINGS OF STOCKHOLDERS.............................................................................1
- -------------------------------------
ARTICLE III - DIRECTORS...........................................................................................4
- -----------------------
ARTICLE IV - NOTICES..............................................................................................9
- --------------------
ARTICLE V - OFFICERS.............................................................................................10
- --------------------
ARTICLE VI - CERTIFICATES OF STOCK...............................................................................14
- ----------------------------------
ARTICLE VII - GENERAL PROVISIONS.................................................................................17
- --------------------------------
ARTICLE VIII - AMENDMENTS TO BYLAWS..............................................................................18
- -----------------------------------
ARTICLE I - OFFICES
Section 1. The corporation's registered office in the State of Delaware
shall be in the City of Wilmington, County of New Castle.
Section 2. The corporation may also have offices at such other places,
within and without the State of Delaware, as the board of directors may, from
time to time, determine, or the business of the corporation may require.
ARTICLE II - MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of
directors shall be held at such place, within or without the State of Delaware,
as may be fixed, from time to time, by the board of directors. Meetings of
stockholders for any other purpose may be held at such time or place, within or
without the State of Delaware, as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders shall be held on the second
Thursday of May if not a legal holiday, and if a legal holiday, then on the next
succeeding business day, at such time as shall be designated by the board of
directors, or at such other date and time, within thirteen months after the
corporation's last annual meeting of stockholders, as shall be designated by the
board of directors. At each annual meeting of stockholders, the stockholders
shall elect by
plurality vote, by ballot, a board of directors, and transact such other
business as may be properly brought before the meeting.
Section 3. Except as may be otherwise provided by law, written notice
of each annual meeting of stockholders shall be given to each stockholder
entitled to vote, not less than ten nor more than sixty days before the date of
the meeting.
Section 4. The corporation shall prepare and make, or have prepared and
made, at least ten days before each meeting of stockholders, a complete list of
the stockholders entitled to vote at the meeting, arranged in alphabetical
order, showing the address of and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not
specified, at the place where the meeting is to be held. Such list shall be
produced and kept at the time and place of the meeting during the whole time
thereof, and subject to the inspection of any stockholder who may be present.
Section 5. Special meetings of the stockholders for any purpose or
purposes 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. Such request shall state the purpose or purposes of the
proposed meeting.
2
Section 6. Except as may be otherwise provided by law, written notice
of a special meeting of stockholders, stating the time, place and purposes
thereof, shall be given to each stockholder entitled to vote thereat, not less
than ten nor more than sixty days before the date of the meeting.
Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice of the meeting.
Section 8. 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 law or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented by proxy 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 or as may be required by law, until a quorum shall
be present or represented by proxy. At such adjourned meeting at which a quorum
shall be present or represented by proxy, any business may be transacted which
might have been transacted at the meeting as originally notified.
Section 9. When a quorum is present at any meeting of stockholders, 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 the
meeting, unless the question is one upon which, by express provision of law or
of the certificate of incorporation or of the bylaws, a
3
different vote is required, in which case such express provision shall govern
and control the decision of such question.
Section 10. At any meeting of the stockholders, every stockholder
having the right to vote shall be entitled to vote in person, or by proxy
appointed by an instrument in writing subscribed by such stockholder and bearing
a date not more than three years prior to the meeting, unless said instrument
provides for a longer period. Each stockholder shall have one vote for each
share of stock having voting power, registered in the stockholder's name on the
stock books of the corporation as of the record date for the meeting. At all
elections of directors, each stockholder of the corporation having voting power
shall have the right of cumulative voting as provided in the certificate of
incorporation.
ARTICLE III - DIRECTORS
Section 1. The number of directors which shall constitute the whole
board of directors shall be not less than three nor more than nine, the precise
number to be determined from time to time by resolution of the board of
directors. Directors shall be elected at the annual meeting of stockholders
except as provided in Section 2 of this Article III. Directors shall be divided
into three classes, each class to be as equal in number as possible. At each
annual meeting of stockholders, directors shall be elected for a three-year
term, to succeed the class of directors whose term expires in that year.
Only persons who are nominated in accordance with the procedures set
forth in this Section 1 of Article III shall be eligible for election as
directors at the annual meeting of
4
stockholders. Nominations of persons for election to the board of directors may
be made at a meeting of stockholders by or at the direction of the board of
directors, by any nominating committee of or person appointed by the board of
directors, or by any stockholder of the corporation entitled to vote for the
election of directors at the meeting who complies with the notice procedures set
forth in this Section 1. Nominations made by any stockholder shall be made only
pursuant to timely notice in writing to the secretary of the corporation. To be
timely, a stockholder's notice must be delivered to or mailed and received at
the principal executive offices of the corporation not less than sixty (60) days
nor more than ninety (90) days prior to the meeting; provided, however, that in
the event that less than seventy (70) days' notice or prior public disclosure of
the date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the close of
business on the tenth (10th) day following the day on which such notice of the
date of the meeting was mailed or such public disclosure was made. Such
stockholder's notice shall set forth (a) as to each person whom the stockholder
proposes to nominate for election or re-election as a director, (i) the name,
age, business address and residence address of such person, (ii) the principal
occupation or employment of such person, (iii) the class and number of shares of
the corporation which are beneficially owned by such person and (iv) any other
information relating to such person that is required to be disclosed in
solicitations for proxies for election of directors pursuant to Schedule 14A
under the Securities Exchange Act of 1934, as amended (including without
limitation such person's written consent to being named in the proxy statement
as nominee and to serving as a director if elected); and (b) as to the
stockholder giving the notice (i) the name and address, as they appear on the
corporation's books, of such stockholder and (ii) the class and number of shares
of the corporation which are beneficially owned by such stockholder. At the
request of
5
the board of directors any person nominated by the board of directors, or by any
nominating committee of or a person appointed by the board of directors, for
election as a director shall furnish to the secretary of the corporation that
information required to be set forth in a stockholder's notice of nomination
which pertains to the nominee. Commencing with the annual meeting of
stockholders in 2002, no person shall be eligible for election as a director of
the corporation unless nominated in accordance with the procedures set forth in
this Section 1.
The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting whether a nomination was made in accordance with the
procedures prescribed by the bylaws, and if he should determine that it was not
so made, he shall so declare to the meeting and such nomination shall be
disregarded.
Section 2. Vacancies, and newly created directorships resulting from
any increase in the authorized number of directors, may be filled by a majority
of the directors then in office, though less than a quorum, and the directors so
chosen shall hold office until the next election of the class for which such
directors shall have been chosen, and until their successors shall be duly
elected and qualified, or until death, resignation or removal.
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 law or by the certificate of
incorporation or by these bylaws directed or required to be exercised or done by
the stockholders.
6
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may hold meetings,
both regular and special, within or without the State of Delaware.
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 of stockholders, and no notice of such first
meeting shall be necessary to the newly elected directors in order legally to
constitute such first 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 first
meeting is not held at the time and place so fixed by the stockholders, such
first meeting may be held at the 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 or waivers signed by all
of the directors.
Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall, from time to time, be
determined by the board of directors.
Section 7. Special meetings of the board of directors may be called by
the chairman of the board on two days' notice to each director, either
personally or by mail or by telegram or by telefax. Special meetings shall be
called by the chairman of the board or secretary in like manner and on like
notice on the written request of two directors.
7
Section 8. At all meetings of the board of directors, the lesser of
three directors or a majority of the directors (but not less than one-third of
the total number of directors nor less than two directors) shall constitute a
quorum for the transaction of business, and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the board of directors, except as may be otherwise specifically provided by law
or by the certificate of incorporation. If a quorum shall not be present at any
meeting of the board of directors, the directors present thereat may adjourn the
meeting, from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate of
incorporation or these bylaws, any action required or permitted to be taken at
any meeting of the board of directors, or of any committee thereof, may be taken
without a meeting, if a written consent thereto is signed by all members of the
board of directors or of such committee, as the case may be, and such written
consent is filed with the minutes of the board of directors or of such
committee.
COMMITTEES OF DIRECTORS
Section 10. The board of directors may, by resolution passed by a
majority of the whole board of directors, 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 and as allowed by law, shall have and
may exercise the powers of the board of directors in the management of the
business and affairs of the corporation. 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.
8
Section 11. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors, when requested or required.
COMPENSATION OF DIRECTORS
Section 12. The directors shall be paid their expenses, if any, in
connection with their attendance at each meeting of the board of directors.
Directors may also be paid a fixed amount for attendance at each meeting of the
board of directors, or a stated amount per year or per quarter or per month, or
both. No such payment shall preclude any director from serving the corporation
in any other capacity and receiving compensation therefor. Directors who are
members of committees may, in addition, be paid a fixed amount for attending
each committee meeting.
ARTICLE IV - NOTICES
Section 1. Notices to directors and stockholders shall be in writing
and delivered personally or sent to the directors or stockholders at their
addresses appearing on the records of the corporation. Notice shall be deemed to
be given at the time when the same shall be sent. Notice to directors may be
sent by mail, telegram, telefax, electronic or other communication.
Section 2. Whenever any notice is required to be given under the
provisions of law or of the certificate of incorporation or of these bylaws, a
waiver thereof in writing, signed by the
9
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 executive officers of the corporation shall be elected
by the board of directors and shall be a chairman of the board, one or more vice
chairmen of the board, a president, one or more vice presidents, a treasurer and
a secretary. The board of directors may also elect, or any of the executive
officers may appoint, one or more assistant treasurers and assistant
secretaries. Two or more offices may be held by the same person.
Section 2. The board of directors, at its first meeting after each
annual meeting of stockholders, shall elect a chairman of the board and one or
more vice chairmen of the board from among the directors, and shall also elect a
president, one or more vice presidents, a treasurer and a secretary, none of
whom need be a member of the board of directors.
Section 3. The board of directors may elect such other officers 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 of directors.
Section 4. The compensation of the chairman of the board, the vice
chairmen of the board, the president, the vice presidents, the treasurer and the
secretary shall be fixed by the board of directors.
10
Section 5. The officers of the corporation shall hold office until
their successors shall be duly chosen and qualified, or until death, resignation
or removal. Any officer elected by the board of directors may be removed at any
time by the affirmative vote of a majority of the board of directors.
THE CHAIRMAN OF THE BOARD
Section 6. The chairman of the board shall, when present, preside at
all meetings of the stockholders and of the board of directors, and, subject to
the power and authority of the board of directors, shall see that all orders and
resolutions of the board of directors are carried into effect. The chairman of
the board shall perform such other duties and have such other powers as the
board of directors may, from time to time, prescribe.
THE VICE CHAIRMEN OF THE BOARD
Section 7. The vice chairman of the board, or if there be more than
one, the vice chairmen of the board, in the order determined by the board of
directors, shall, in the absence or disability of the chairman of the board,
perform the duties and exercise the powers of the chairman of the board, and
shall perform such other duties and have such other powers as the board of
directors may, from time to time, prescribe.
11
THE PRESIDENT
Section 8. The president shall, in the absence or disability of both
the chairman of the board and the vice chairmen of the board, perform the duties
and exercise the powers of the chairman of the board, and shall perform such
other duties and have such other powers as the board of directors may, from time
to time, prescribe.
THE VICE PRESIDENTS
Section 9. The vice president, or if there be more than one, the vice
presidents, in the order determined by the board of directors, shall, in the
absence or disability of the president, perform the duties and exercise the
powers of the president, and shall perform such other duties and have such other
powers as the board of directors may, from time to time, prescribe.
THE TREASURER
Section 10. The treasurer shall have custody of the corporation's funds
and securities, and shall keep, or have kept, accounts of receipts and
disbursements in books and records of the corporation, and shall deposit, or
have deposited, moneys and securities in the name and to the credit of the
corporation in appropriate depositories. The treasurer shall disburse, or have
disbursed, the funds of the corporation for appropriate corporate purposes and
with appropriate documentation, and shall perform such other duties and have
such other powers as the board of directors may, from time to time, prescribe.
12
THE ASSISTANT TREASURERS
Section 11. The assistant treasurer, or if there be more than one, the
assistant treasurers, in the order determined by the board of directors, shall,
in the absence or disability of the treasurer, perform the duties and exercise
the powers of the treasurer, and shall perform such other duties and have such
other powers as the board of directors may, from time to time, prescribe.
THE SECRETARY
Section 12. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders, and shall record the proceedings
of all meetings of the board of directors and all meetings of the stockholders,
and shall perform like duties for the committees of the board of directors, when
required or requested. The secretary shall give, or cause to be given, notice of
all special meetings of the board of directors and all meetings of the
stockholders, and shall perform such other duties and have such other powers as
the board of directors may, from to time, prescribe. The secretary shall keep,
or have kept, in custody the seal of the corporation and affix, or have affixed,
the same to any instrument requiring it and, when so affixed, it shall be
attested by the secretary's signature.
13
THE ASSISTANT SECRETARIES
Section 13. The assistant secretary, or if there be more than one, the
assistant secretaries, in the order determined by the board of directors, shall,
in the absence or disability of the secretary, perform the duties and exercise
the powers of the secretary, and shall perform such other duties and have such
other powers as the board of directors may, from time to time, prescribe.
ARTICLE VI - CERTIFICATES OF STOCK
Section 1. Every holder of stock in the corporation shall be entitled
to have a certificate, signed by, or in the name of the corporation by, the
chairman of the board or a vice chairman of the board or the president or a vice
president, and the treasurer or an assistant treasurer or the secretary or an
assistant secretary of the corporation, certifying the number of shares owned by
the stockholder in the corporation.
Section 2. Where a certificate of stock is signed (1) by a transfer
agent or (2) by a transfer clerk acting on behalf of the corporation and a
registrar, the signature of any such chairman of the board, vice chairman of the
board, president, vice president, treasurer, assistant treasurer, secretary or
assistant secretary may be facsimile. In case any officer or officers who have
signed, or whose facsimile signature or signatures 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 have been delivered by the
14
corporation, such certificate or certificates may be issued and delivered as
though the person or persons who signed such certificate or certificates, or
whose facsimile signature or signatures have been used thereon, had not ceased
to be such officer or officers of the corporation.
LOST, STOLEN, OR DESTROYED CERTIFICATES OF STOCK
Section 3. The corporation may issue, or have issued, a new certificate
or certificates of stock in place of any certificate or certificates theretofore
issued by the corporation alleged to have been lost, stolen or destroyed, upon
the making of an affidavit of that fact by the owner of the certificate or
certificates of stock alleged to have been lost, stolen or destroyed, or by the
owner's legal representative. When authorizing such issue of a new certificate
or certificates, the corporation may, in its discretion and as a condition
precedent to the issuance thereof, require that the owner of such allegedly
lost, stolen or destroyed certificate or certificates, or the owner's legal
representative, give to the corporation a bond sufficient to indemnify the
corporation against any claim that may be made against the corporation with
respect to the certificate or certificates alleged to have been lost, stolen or
destroyed.
TRANSFERS OF STOCK CERTIFICATES
Section 4. Upon surrender to the corporation, or to the transfer agent
of the corporation, of a validly outstanding certificate of stock duly endorsed
or accompanied by proper evidence of succession, assignment or authority to
transfer, the corporation shall issue, or have
15
issued, a new certificate to the person entitled thereto, cancel the old
certificate, and record the transaction upon its stock books.
FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD
Section 5. The board of directors may, by resolution, fix a record date
for determining stockholders entitled to notice of, or to vote at, any meeting
of stockholders, or any adjournment thereof, which record date shall not precede
the date of such resolution and which record date shall not be more than sixty
nor less than ten days before the date of such meeting of stockholders. The
board of directors may, by resolution, fix a record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting of stockholders, which record date shall not precede the date of such
resolution and which record date shall not be more than ten days after the date
of such resolution. The board of directors may, by resolution, fix a record date
for determining stockholders entitled to receive payment of any dividend or
other distribution or allotment of any rights, or stockholders entitled to
exercise any rights in respect to any change, conversion or exchange of stock or
for the purpose of any other lawful action, which record date shall not precede
the date of such resolution and which record date shall not be more than sixty
days prior to such action.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on the corporation's stock books as the owner of
shares to receive dividends,
16
and to vote as such owner, and to hold liable for calls and assessments a person
registered on the corporation's stock books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to, or interest in, such
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of the State of
Delaware.
ARTICLE VII - GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions, if any, of the certificate of incorporation may be declared
by the board of directors at any regular or special meeting of the board of
directors, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions, if any, of the
certificate 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
board of directors, from time to time, in their absolute discretion, believe
appropriate.
17
ANNUAL STATEMENT
Section 3. The board of directors shall present at each annual meeting
of stockholders, and at any special meeting of the stockholders when called for
by vote of the stockholders, a statement of the business and condition of the
corporation.
FISCAL YEAR
Section 4. The fiscal year of the corporation shall be the calendar
year, unless otherwise 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 state in which
incorporated. The seal may be used by causing it, or a facsimile thereof, to be
impressed or affixed or reproduced.
ARTICLE VIII - AMENDMENTS TO BYLAWS
Section 1. These bylaws may be amended, altered, or repealed as
follows: (a) at any regular or special meeting of the board of directors, if
notice of such amendment, alteration, or repeal is contained in the notice of
such special meeting, or (b) at any annual meeting of stockholders by the
affirmative vote of the holders of at least seventy percent (70%) of each class
of stock outstanding and entitled to vote at any meeting of stockholders, or (c)
at any special meeting of stockholders, by the affirmative vote of at least
seventy percent (70%) of each class
18
of stock outstanding and entitled to vote at any meeting of stockholders if
notice of such amendment, alteration or repeal is contained in the notice of
such special meeting.
19