Exhibit 3.9
BY-LAWS
OF
JONES LANG LASALLE INTERNATIONAL, INC.
ARTICLE I
OFFICES
Section 1.1 The registered office of the Corporation shall be in
the City of Wilmington, County of New Castle, State of Delaware. The
Corporation may also have offices at such other places both 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
STOCKHOLDERS
Section 2.1 Time and Place of Meetings. All meetings of the
stockholders for the election of directors or for any other purpose shall
be held at such time and place,, within or without the State of Delaware,
as shall be designated by the Board of Directors. In the absence of any
such designation by the Board of Directors, each such meeting shall be held
at the principal office of the Corporation.
Section 2.2 Annual Meetings. An annual meeting of stockholders
shall be held for the purpose of electing Directors and transacting such
other business as may properly be brought before the meeting. The date of
the annual meeting shall be determined by the Board of Directors.
Section 2.3 Special Meetings. Special meetings of the
stockholders, for any purpose or purposes, unless otherwise prescribed by
law, may be called by the President and shall be called by the Secretary at
the direction of a majority of the Board of Directors, or at the request in
writing of stockholders owning a majority in amount of the entire capital
stock of the Corporation issued and outstanding and entitled to vote.
Section 2.4 Notice of Meetings. Written notice of each meeting
of the stockholders stating the place, date and time of the meeting shall
be given not less than ten nor more than sixty days before the date of the
meeting, to each stockholder entitled to vote at such meeting. The notice
of any special meeting of stockholders shall state the purpose or purposes
for which the meeting is called.
Section 2.5 Quorum. 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. If a quorum is not present or represented, the holders of the
stock present in person or represented by proxy at the meeting and entitled
to vote thereat shall have power, by the affirmative vote of the holders of
a majority of such stock, to adjourn the meeting to another time and/or
place, without notice other than announcement at the meeting, until a
quorum shall be presented or represented. At such adjourned meeting, at
which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the original meeting. If the
adjournment is for more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at
the meeting.
Section 2.6 Voting. At all meetings of the stockholders, each
stockholder shall be entitled to vote, in person or by proxy, the shares of
voting stock owned by such stockholder of record on the record date for the
meeting. When a quorum is present or represented at any meeting, 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
such meeting, unless the question is one upon which, by express provision
of law or of the certificate of incorporation, a different vote is
required, in which case such express provision shall govern and control the
decision of such question.
Section 2.7 Informal Action By Stockholders. Any action
required to be taken at a meeting of the stockholders, or any other action
which may be taken at a meeting of the stockholders, may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall
be signed by all of the stockholders entitled to vote with respect to the
subject matter thereof.
ARTICLE III
DIRECTORS
Section 3.1 General Powers. The business and affairs of the
Corporation shall be managed and controlled by or under the direction of a
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 By-Laws directed or required to be
exercised or done by the stockholders.
Section 3.2 Number, Qualification and Tenure. The Board of
Directors shall consist of not less than one (1) and not more than ten (10)
members. Within the limits above specified, the number of Directors shall
be determined from time to time by resolution of the Board of Directors.
The Directors shall be elected at the annual meeting of the stockholders,
except as provided in Section 3 of this Article, and each Director elected
shall hold office until his successor is elected and qualified or until his
earlier resignation or removal. Directors need not be stockholders.
Section 3.3 Vacancies. Vacancies and newly created
directorships resulting from any increase in the number of directors may be
filled by a majority of the Directors then in office though less than a
quorum, and each Director so chosen shall hold office until his successor
is elected and qualified or until his earlier resignation or removal. If
there are no Directors in office, then an election of Directors may be held
in the manner provided by law.
Section 3.4 Place of Meetings. The Board of Directors may hold
meetings, both regular and special, either within or without the State of
Delaware.
Section 3.5 Regular Meetings. The Board of Directors shall hold
a regular meeting, to be known as the annual meeting, immediately following
each annual meeting of the stockholders. Other regular meetings of the
Board of Directors shall be held at such time and at such place as shall
from time to time be determined by the Board. No notice of regular meetings
need be given.
Section 3.6 Special Meetings. Special meetings of the Board may
be called by the President. Special meetings shall be called by the
Secretary on the written request of any Director. No notice of special
meetings need be given.
Section 3.7 Quorum. At all meetings of the Board a majority of
the total number of 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. 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 3.8 Organization. The President shall act as chairman
at all meetings of the Board of Directors. If the President is not
present, a Vice President or Managing Director (who is also a member of the
Board and, if more than one, in the order designated by the Board of
Directors or, in the absence of such designation, in the order of their
election), if any, or if no such Vice President or Managing Director is
present, a Director chosen by a majority of the Directors present, shall
act as chairman at meetings of the Board of Directors.
Section 3.9 Executive Committee. The Board of Directors, by
resolution adopted by a majority of the whole Board, may designate one or
more Directors to constitute an Executive Committee, to serve as such,
unless the resolution designating the Executive Committee is sooner amended
or rescinded by the Board of Directors, until the next annual meeting of
the Board or until their respective successors are designated. The Board
of Directors, by resolution adopted by a majority of the whole Board, may
also designate additional Directors as alternate members of the Executive
Committee to serve as members of the Executive Committee in the place and
stead of any regular member or members thereof who may be unable to attend
a meeting or otherwise unavailable to act as a member of the Executive
Committee. In the absence or disqualification of a member and all
alternate members who may serve in the place and stead of such member, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not such member or members constitute a quorum, may
unanimously appoint another Director to act at the meeting in the place of
any such absent or disqualified member.
Except as expressly limited by the General Corporation Law of the
State of Delaware or the Certificate of Incorporation, the Executive
Committee shall have and may exercise all the powers and authority of the
Board of Directors in the management of the business and affairs of the
Corporation between the meetings of the Board of Directors. The Executive
Committee shall keep a record of its acts and proceedings, which shall form
a part of the records of the Corporation in the custody of the Secretary,
and all actions of the Executive Committee shall be reported to the Board
of Directors at the next meeting of the Board.
Meetings of the Executive Committee may be called at any time by
either the President or any two members of the Executive Committee. No
notice of meetings need be given. A majority of the members of the
Executive Committee shall constitute a quorum for the transaction of
business and, except as expressly limited by this section, the act of a
majority of the members present at any meeting at which there is a quorum
shall be the act of the Executive Committee. Except as expressly provided
in this Section, the Executive Committee shall fix its own rules of
procedure.
Section 3.10 Other Committees. The Board of Directors, by
resolution adopted by a majority of the whole Board, may designate one or
more other committees, each such committee to consist of one or more
Directors. Except as expressly limited by the General Corporation Law of
the State of Delaware or the Certificate of Incorporation, any such
committee shall have and may exercise such powers as the Board of Directors
may determine and specify in the resolution designating such committee.
The Board of Directors, by resolution adopted by a majority of the whole
Board, also may designate one or more additional Directors as alternate
members of any such committee to replace any absent or disqualified member
at any meeting of the committee, and at any time may change the membership
of any committee or amend or rescind the resolution designating the
committee. In the absence or disqualification of a member or alternate
member of a committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another Director to act at the
meeting in the place of any such absent or disqualified member, provided
that the Director so appointed meets any qualifications stated in the
resolution designating the committee. Each committee shall keep a record of
proceedings and report the same to the Board of Directors to such extent
and in such form as the Board of Directors may require. Unless otherwise
provided in the resolution designating a committee, a majority of all of
the members of any such committee may select its Chairman, fix its rules or
procedure, fix the time and place of its meetings and specify what notice
of meetings, if any, shall be given.
Section 3.11 Action without Meeting. Unless otherwise restricted
by the Certificate of Incorporation or these By-Laws, 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 all members of the
Board or committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board
or committee.
Section 3.12 Attendance by Telephone. Members of the Board of
Directors, or of any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors, or any committee, by
means of conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each other, and
such participation in a meeting shall constitute presence in person at the
meeting.
Section 3.13 Compensation. The Board of Directors shall have the
authority to fix the compensation of Directors, which may include their
expenses, if any, of attendance at each meeting of the Board of Directors
or of a committee.
ARTICLE IV
OFFICERS
Section 4.1 Enumeration. The officers of the Corporation shall
be chosen by the Board of Directors and shall be a President, a Secretary
and a Treasurer. The Board of Directors may also elect one or more
Managing Directors, one or more Vice Presidents, one or more Assistant
Secretaries and Assistant Treasurers and such other officers and agents as
it shall deem appropriate. Any number of offices may be held by the same
person.
Section 4.2 Term of Office. The officers of the Corporation
shall be elected at the annual meeting of' the Board of Directors and shall
hold office until their successors are elected and qualified. Any officer
elected or appointed by the Board of Directors may be removed at any time
by the Board of Directors. Any vacancy occurring in any office of the
Corporation required by this Article shall be filled by the Board of
Directors, and any vacancy in any other office may be filled by the Board
of Directors.
Section 4.3 President. The President, when elected, shall be
the Chief Executive Officer of the Corporation and, as such, shall have
general supervision, direction and control of the business and affairs of
the Corporation, subject to the control of the Board of Directors, shall
preside at meetings of stockholders and shall have such other functions,
authority and duties as customarily appertain to the office of the chief
executive of a business corporation or as may be prescribed by the Board of
Directors.
Section 4.4 Managing Directors. Each Managing Director shall
perform such duties and have such other powers as may from time to time be
prescribed by the Board of Directors or the President.
Section 4.5 Vice Presidents. Each Vice President shall perform
such duties and have such other powers as may from time to time be
prescribed by the Board of Directors, or the President.
Section 4.6 Secretary. The Secretary shall keep a record of all
proceedings of the stockholders of the Corporation and of the Board of
Directors, and shall perform like duties for the standing committees when
required. The Secretary shall give, or cause to be given, notice, if any,
of all meetings of the stockholders and shall perform such other duties as
may be prescribed by the Board of Directors or the President. The
Secretary shall have custody of the corporate seal of the Corporation and
the Secretary, or in the absence of the Secretary any Assistant Secretary,
shall have authority to affix the same to any instrument requiring it, and
when so affixed it may be attested by the signature of the Secretary or an
Assistant Secretary. The Board of Directors may give general authority to
any other officer to affix the seal of the corporation and to attest such
affixing of the seal.
Section 4.7 Assistant Secretary. The Assistant Secretary, or if
there be more than one, the Assistant Secretaries in the order determined
by the Board of Directors (or if there be no such determination, then in
the order of their election), shall, in the absence of the Secretary or in
the event of the Secretary's inability or refusal to act, perform the
duties and exercise the powers of the Secretary and shall perform such
other duties as may from time to time be prescribed by the Board of
Directors the President or the Secretary.
Section 4.8 Treasurer. The Treasurer shall have the custody of
the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all moneys and other valuable effects in the
name and to the credit of the Corporation in such depositories as may be,
designated by the Board of Directors. The Treasurer shall disburse the
funds of the Corporation as may be ordered by the Board of Directors,
taking proper vouchers for such disbursements, and shall render to the
President and the Board of Directors, at its regular meetings or when the
Board of Directors so requires, an account of all transactions as Treasurer
and of the financial condition of the Corporation. The Treasurer shall
perform such other duties as may from time to time be prescribed by the
Board of Directors the President or the Chief Financial Officer.
Section 4.9 Assistant Treasurer. The Assistant Treasurer, or if
there shall be more than one, the Assistant Treasurers in the order
determined by the Board of Directors (or if there be no such determination,
then in the order of their election), shall, in the absence of the
Treasurer or in the event of the Treasurer's inability or refusal to act,
perform the duties and exercise the powers of the Treasurer and shall
perform such other duties and have such other powers as may from time to
time be prescribed by the Board of Directors, the President or the
Treasurer.
Section 4.10 Other Officers. Any officer who is elected or
appointed from time to time by the Board of Directors and whose duties are
not specified in these By-Laws shall perform such duties and have such
powers as may be prescribed from time to time by the Board of Directors, or
the President.
ARTICLE V
CERTIFICATES OF STOCK
Section 5.1 Form. The shares of the Corporation shall be
represented by certificates; provided, however, that the Board of Directors
may provide by resolution or resolutions that some or all of any or all
classes or series of the Corporation's stock shall be uncertificated
shares. Certificates of stock in the Corporation, if any, shall be signed
by or in the name of the Corporation by the President or a Vice President
and by the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary of the Corporation. Where a certificate is
countersigned by a transfer agent, other than the Corporation or an
employee of the Corporation, or by a registrar, the signatures of the
President or a Vice President and the Treasurer or an Assistant Treasurer
or the Secretary or an Assistant Secretary may be facsimiles. In case any
officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, the
certificate may be issued by the Corporation with the same effect as if
such officer, transfer agent or registrar were such officer, transfer agent
or registrar at the date of its issue.
Section 5.2 Transfer. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new
certificate of stock or uncertificated shares in place of any certificate
therefor issued by the Corporation to the person entitled thereto, cancel
the old certificate and record the transaction on its books.
Section 5.3 Replacement. In case of the loss, destruction or
theft of a certificate for any stock of the Corporation, a new certificate
of stock or uncertificated shares in place of any certificate therefor
issued by the Corporation may be issued upon satisfactory proof of such
loss, destruction or theft and upon such terms as the Board of Directors
may prescribe. The Board of Directors may in its discretion require the
owner of the lost, destroyed or stolen certificate, or his legal
representative, to give the Corporation a bond, in such sum and in such
form and with such surety or sureties as it may direct, to indemnify the
Corporation against any claim that may be made against it with respect to a
certificate alleged to have been lost, destroyed or stolen.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 6.1 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, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection
with 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 interests
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 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, had reasonable cause to believe that his
conduct was unlawful.
Section 6.2 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 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, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of
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
and 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 Chancery 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 which the Court of Chancery or such
other court shall deem proper.
Section 6.3 To the extent that a director, officer, employee or
agent of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections 1 and 2
of this article, 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.
Section 6.4 Any indemnification under Sections 1 and 2 of this
article (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, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct set
forth in Sections 1 and 2 of this article. Such determination shall be
made (1) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders.
Section 6.5 Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding as authorized by the
Board of Directors in the manner provided in Section 4 of this article upon
receipt of an undertaking by or on behalf of the director, officer,
employee or agent to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the Corporation under
this article.
Section 6.6 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, (i) arising under the Employee Retirement
Income Securities Act of 1974 or regulations promulgated thereunder, or
under any other law or regulation of the United States or any agency or
instrumentality thereof or law or regulation of any state or political
subdivision or any agency or instrumentality of either, or under the common
law of any of the foregoing, against expenses (including attorneys' fees),
judgments, fines, penalties, taxes and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit or
proceeding by reason of the fact that he is or was a fiduciary,
disqualified person or party in interest with respect to an employee
benefit plan covering employees of the Corporation or of a subsidiary
corporation, or is or was serving in any other capacity with respect to
such plan, or has or had any obligations or duties with respect to such
plan by reason of such laws or regulations, provided that such person was
or is a director, officer, employee or agent of the Corporation, or (ii) in
connection with any matter arising under federal, state or local revenue or
taxation laws or regulations, against expenses (including attorneys' fees),
judgments, fines, penalties, taxes, amounts paid in settlement and amounts
paid as penalties or fines necessary to contest the imposition of such
penalties or fines, actually and reasonably incurred by him in connection
with such action, suit or proceeding 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, officer, employee
or agent of another corporation, partnerships joint venture, trust or other
enterprise and had responsibility for or participated in activities
relating to compliance with such revenue or taxation laws and regulations;
provided, however, that such person did not act dishonestly or in willful
or reckless violation of the provisions of the law or regulation under
which such suit or proceeding arises. Unless the Board of Directors
determines that under the circumstances then existing, it is probable that
such director, officer, employee or agent will not be entitled to be
indemnified by the Corporation under this section expenses incurred in
defending such suit or proceeding, including the amount of any penalties or
fines necessary to be paid to contest the imposition of such penalties or
fines, shall be paid by the Corporation in advance of the final disposition
of such suit or proceeding upon receipt of an undertaking by or an behalf
of the director, officer, employee or agent to repay such amount if it
shall ultimately be determined that he is not entitled to be indemnified by
the Corporation under this section.
Section 6.7 The indemnification provided by this article shall
not be deemed exclusive of any other rights to which those indemnified may
be entitled under any by-law, agreement, vote of stockholders 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, officer,
employee or agent and shall inure to the benefit of the heirs, executors
and administrators of such a person.
Section 6.8 The Corporation may purchase and maintain insurance
on behalf of any person who 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, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not he would be
entitled to indemnity against such liability under the provisions of this
article.
ARTICLE VII
GENERAL PROVISIONS
Section 7.1 Fiscal Year. The fiscal year of the Corporation
shall be fixed by resolution of the Board of Directors.
Section 7.2 Corporate Seal. The corporate seal shall be in such
form as may be approved from time to time by the Board of Directors. The
seal may be used by causing it or a facsimile thereof to be impressed or
affixed or in any other manner reproduced.
Section 7.3 Waiver of Notice. Whenever any notice is required
to be given under law or the provisions of the Certificate of Incorporation
or these By-Laws, 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 to notice.
ARTICLE VIII
AMENDMENTS
These By-Laws may be altered, amended or repealed or new By-Laws
may be adopted by the Board of Directors. The fact that the power to
amend, alter, repeal or adopt the By-Laws has been conferred upon the Board
of Directors shall not divest the stockholders of the same powers.