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Exhibit 3(iv)
To Nucor Corporation
2001 Form 10-K
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NUCOR CORPORATION
BYLAWS - DECEMBER 4, 2001
NUCOR CORPORATION
BYLAWS - December 4, 2001
CONTENTS
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PAGE
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ARTICLE I -- OFFICES ..................................................... 1
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ARTICLE II -- MEETINGS OF STOCKHOLDERS ................................... 1
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ARTICLE III -- DIRECTORS ................................................. 5
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ARTICLE IV -- NOTICES .................................................... 12
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ARTICLE V -- OFFICERS .................................................... 13
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ARTICLE VI -- CERTIFICATES OF STOCK ...................................... 16
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ARTICLE VII -- GENERAL PROVISIONS ........................................ 19
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ARTICLE VIII -- AMENDMENTS TO BYLAWS ..................................... 20
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ARTICLE I -- OFFICES
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Section 1. The corporation's registered office in the State of
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Delaware shall be in the City of Wilmington, County of New Castle.
Section 2. The corporation may also have offices at such other places,
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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
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Section 1. All meetings of the stockholders for the election of
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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
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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. In order to be considered at any annual or special meeting
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of stockholders, a stockholder's proposal must be a proper matter for
stockholder consideration and must be made pursuant to timely notice in writing
to the secretary of the corporation. A stockholder's proposal shall be deemed a
proper matter for stockholder consideration unless, pursuant to Rule 14a-8(c)
promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or any similar or successor rule or regulation, the
corporation would be entitled to omit such proposal from its proxy statement
had such proposal been timely submitted to the Corporation for consideration at
an annual meeting of shareholders in accordance with Rule 14a-8.
Any proposal which is requested by a shareholder to be included in the
corporation's proxy statement must comply with the notice requirements set
forth in the rules and regulations for stockholder proposals in solicitation of
proxies promulgated by the Securities and Exchange Commission under the
Exchange Act. Notice of any proposal to be presented by a stockholder at any
special or annual meeting of stockholders which is not requested to be included
in the corporation's proxy statement shall be delivered in writing to the
secretary of the corporation not less than sixty (60) days nor more than ninety
(90) days prior to the date of such meeting; provided, however, that if the
date of such meeting is first publicly announced or disclosed (in a public
filing or otherwise) less than seventy (70) days prior to the date of such
meeting, such prior notice shall be given not more than ten (10) days after
such date is first so announced or disclosed. Notice of any such proposal to be
presented at any stockholders meeting shall include: (i) the text of the
proposal to be presented, (ii) a brief written statement of the reasons
2
for such stockholder's support of the proposal, (iii) the name and address of
record of the proposing stockholder, (iv) the class and number of shares of the
corporation beneficially owned by such stockholder, (v) a representation that
such stockholder is entitled to vote at such meeting and intends to appear in
person or by proxy to present the proposal at such meeting, and (vi) a detailed
description of any material interest of such stockholder in the proposal. The
chairman of the meeting shall determine and declare to the meeting whether a
proposal was made in accordance with the foregoing procedure, and if he should
determine that it was not so made, he shall so declare to the meeting and such
proposal shall be disregarded.
Nothing in this Section 3 shall be deemed to affect any rights of
stockholders to request inclusion of proposals in the corporation's proxy
statement pursuant to the rules and regulations promulgated by the Securities
and Exchange Commission under the Exchange Act.
Section 4. Except as may be otherwise provided by law, written notice
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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 5. The corporation shall prepare and make, or have prepared
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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
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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 6. Special meetings of the stockholders for any purpose or
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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.
Section 7. Except as may be otherwise provided by law, written notice
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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 8. Business transacted at any special meeting of stockholders
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shall be limited to the purposes stated in the notice of the meeting.
Section 9. The holders of a majority of the stock issued and
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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
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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 10. When a quorum is present at any meeting of stockholders,
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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 different vote is
required, in which case such express provision shall govern and control the
decision of such question.
Section 11. At any meeting of the stockholders, every stockholder
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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
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Section 1. The number of directors which shall constitute the whole
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board of directors shall be not less than three nor more than nine, the precise
number to be determined
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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 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
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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 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
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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.
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Section 3. The business of the corporation shall be managed by its
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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.
Section 4. The board of directors, at its first meeting after each
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annual meeting of stockholders, shall elect a chairman of the board and one or
more vice chairmen of the board from among the directors. The chairman of the
board and any vice chairman of the board may be either a director who is an
executive officer of the corporation or a director who is not employed by the
corporation and the board shall designate at the time of election whether the
chairman and any vice chairman shall serve in an executive or non-executive
capacity. The compensation of the chairman of the board and any vice chairman
shall be fixed by the board of directors.
Section 5. The chairman and any vice chairman of the board of
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directors shall hold office until their respective successors shall be duly
chosen and qualified, or until death, resignation or removal. The chairman and
any vice chairman of the board of directors may be removed at any time by the
affirmative vote of a majority of the board of directors.
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THE CHAIRMAN OF THE BOARD
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Section 6. The chairman of the board shall, when present, preside at
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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 CHAIRMAN OF THE BOARD
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Section 7. The vice chairman of the board, or if there be more than
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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.
MEETINGS OF THE BOARD OF DIRECTORS
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Section 8. The board of directors of the corporation may hold
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meetings, both regular and special, within or without the State of Delaware.
Section 9. The first meeting of each newly elected board of directors
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shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting of
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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 10. Regular meetings of the board of directors may be held
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without notice at such time and at such place as shall, from time to time, be
determined by the board of directors.
Section 11. Special meetings of the board of directors may be called
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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.
Section 12. At all meetings of the board of directors, the lesser of
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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
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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 13. Unless otherwise restricted by the certificate of
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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
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Section 14. The board of directors may, by resolution passed by a
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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.
Section 15. Each committee shall keep regular minutes of its meetings
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and report the same to the board of directors, when requested or required.
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COMPENSATION OF DIRECTORS
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Section 16. The directors shall be paid their expenses, if any, in
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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
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Section 1. Notices to directors and stockholders shall be in writing
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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
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provisions of law or of the certificate of incorporation or of these bylaws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
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ARTICLE V -- OFFICERS
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Section 1. The executive officers of the corporation shall be elected
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by the board of directors and shall be 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
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annual meeting of stockholders, shall 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
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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 president, the vice presidents, the
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treasurer and the secretary shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until
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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.
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THE PRESIDENT
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Section 6. The president shall, in the absence or disability of both
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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
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Section 7. The vice president, or if there be more than one, the vice
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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
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Section 8. The treasurer shall have custody of the corporation's funds
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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
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documentation, and shall perform such other duties and have such other powers
as the board of directors may, from time to time, prescribe.
THE ASSISTANT TREASURERS
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Section 9. The assistant treasurer, or if there be more than one, the
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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
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Section 10. The secretary shall attend all meetings of the board of
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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.
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THE ASSISTANT SECRETARIES
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Section 11. The assistant secretary, or if there be more than one, the
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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
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Section 1. Every holder of stock in the corporation shall be entitled
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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
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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
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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
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Section 3. The corporation may issue, or have issued, a new
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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
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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
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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
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Section 5. The board of directors may, by resolution, fix a record
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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
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exclusive right of a person registered on the corporation's stock books as the
owner of shares to receive dividends,
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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
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DIVIDENDS
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Section 1. Dividends upon the capital stock of the corporation,
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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
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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.
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ANNUAL STATEMENT
----------------
Section 3. The board of directors shall present at each annual meeting
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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
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Section 4. The fiscal year of the corporation shall be the calendar
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year, unless otherwise fixed by resolution of the board of directors.
SEAL
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Section 5. The corporate seal shall have inscribed thereon the name of
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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
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Section 1. These bylaws may be amended, altered, or repealed as
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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
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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 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.
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