Exhibit 3.17
BY-LAWS
OF
CHAPARRAL STEEL COMPANY
ARTICLE I
OFFICES
Section 1. In addition to its principal office in the 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 shall from time to
time determine.
ARTICLE II
ANNUAL MEETING OF STOCKHOLDERS
Section 1. All meetings of stockholders for the election of Directors
shall be held in the City of Dallas, State of Texas, at such place as may be
fixed from time to time by the Board of Directors, or at such other place either
within or without the State of Delaware as shall be designated from time to time
by the Board of Directors and as stated in the notice of the meeting or in a
duly executed waiver of notice thereof.
Section 2. Annual Meetings of Stockholders, commencing with the year
1973, shall be held each year on the second Tuesday of October if not a legal
holiday, and if a legal holiday, then on the next secular day following, at
10:00 in the forenoon, at which they shall elect, by a plurality vote, a Board
of Directors, and transact such other business as may properly be brought before
the
meeting; provided, however, that the stockholders may, by a written agreement
signed by the holders of all outstanding shares of stock entitled to general
voting rights, establish a manner of electing or selecting directors other than
by a plurality vote during the term of such written agreement.
Section 3. Written or printed notice of every meeting of stockholders
stating the place, day and hour and purpose of the meeting shall be delivered
not less than ten (10) nor more than fifty (50) days before the date of the
meeting, either personally or by mail, by the Secretary or the officer
performing his duties or persons calling the meeting, to each stockholder of
record entitled to vote at such meeting.
Section 4. Special meetings of stockholders for any purpose other than
the election of Directors may be held at such time and 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 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the Chairman of the Board or any two (2) members
of the Board of Directors, and shall be held at the request in writing of
stockholders owning not less than one-half (1/2) of the entire capital stock
having voting power.
Section 6. The business transacted at any special
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meeting of stockholders shall be limited to the purposes stated in the notice.
Section 7. At least ten (10) days before every election of Directors,
a complete list of stockholders entitled to vote at said election, arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the Secretary. Such list shall be open at the
office of the corporation in the City of Dallas, Texas, for said ten (10) days,
to the examination of any stockholder, and shall be produced and kept at the
time and place of election during the whole of the time thereof, subject to the
inspection of any stockholder who may be present.
ARTICLE IV
QUORUM AND VOTING OF STOCK
Section 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the Certificate of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders 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, until a quorum shall be
present or represented.
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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 meeting
as originally notified.
Section 2. When a quorum is present 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 the statutes 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 3. Each outstanding share of stock having voting power shall
be entitled to one (1) vote on each matter submitted to a vote at a meeting of
stockholders. A stockholder may vote either in person or by proxy executed in
writing by the stockholder or by his duly authorized attorney-in-fact. No proxy
shall be valid after three (3) years from the date of its execution unless
otherwise provided in such proxy. Each proxy shall be revocable unless expressly
provided therein to be irrevocable or unless otherwise made irrevocable by law.
Subject to the proviso set forth in Section 2 of Article II of these
By-laws, in all elections for Directors every stockholder entitled to vote shall
have the right to vote, in person or by proxy, the number of shares of stock
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owned by him, for as many persons as there are Directors to be elected and for
whose election he has a right to vote, but there shall be no right to cumulative
voting.
Section 4. Any action required to be taken at a meeting of
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 V
DIRECTORS
Section 1. The property and business of the corporation shall be
managed by a Board of not less than four (4) nor more than ten (10) Directors.
The first Board shall consist of eight (8) Directors. Thereafter, within the
limits herein specified, the number of Directors shall be fixed and may be
changed, from time to time, by resolution of the Board of Directors or by the
stockholders at the annual meeting. The Directors, other than the first Board of
Directors, shall be elected at the annual meeting of stockholders, except as
provided in Section 2 of this Article V of these By-laws, and each Director
elected shall hold office until his successor shall be elected and shall
qualify. Directors need not be stockholders. The first Board of Directors shall
hold office until the first annual meeting of stockholders, unless sooner
removed by an affirmative vote of the majority of the issued and
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outstanding shares of stock entitled to vote on the elections of
Directors as hereinafter provided.
Section 2. Any vacancy occurring in the Board of Directors may be
filled by affirmative vote of a majority of the authorized Directors immediately
prior to the occurrence of such vacancy. A Director elected to fill a vacancy
shall be elected for the unexpired portion of the term of his predecessor in
office.
The number of Directors fixed to serve on the Board may not be
increased except in even numbers. Any directorships to be filled by reason of an
increase in the number of Directors may be filled by the affirmative vote of a
majority of the authorized number of Directors immediately prior to any such
increase. A Director elected to fill a newly created directorship shall serve
until the next succeeding annual meeting of stockholders and until his successor
shall have been duly elected and qualified, unless sooner displaced.
Any Director may be removed at any time, for cause or without cause,
by an affirmative vote of the holders of a majority of the issued and
outstanding shares of stock entitled to vote on the elections of Directors.
Section 3. The business affairs 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 statute or by the
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Certificate of Incorporation or by these By-laws directed or required to be
exercised or done by the stockholders.
Section 4. The Directors may keep the books of the corporation, except
such as are required by law to be kept within or without the State of Delaware,
at such place or places as they from time to time determine.
Section 5. The Board of Directors shall have power to authorize the
payment of compensation to the Directors for services to the corporation,
including fees for attendance at meetings of the Board of Directors, of the
Executive Committee and of other committees and to determine the amount of such
compensation and fees.
ARTICLE VI
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. The first meeting of each newly elected Board of Directors
shall be held at the same place as the annual meeting of the stockholders
immediately after such meeting or at such other time and place 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 signed by all of the
Directors.
Section 2. Meetings of the Board of Directors shall be held not less
frequently than every three (3) successive calendar months at the times fixed by
resolutions of the Board and at other times upon call of the Chairman of the
Board or any two (2) Directors and such meetings,
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whether regular or special, may be held either within or without the State of
Delaware. The Secretary or officer performing his duties shall give reasonable
notice (which shall be at least, but need not in any event exceed ten (10) days)
of all meetings of Directors, provided that a meeting may be held without notice
immediately after the Annual meeting of stockholders, and notice need not be
given of regular meetings held at times fixed by resolutions of the Board.
Meetings may be held at any time without notice if all Directors are present, or
if those not present sign written waivers of notice either before or after the
meeting. Notice by mail or telegraph to the usual business or residence address
of the Directors not less than the time above specified before the meeting shall
be sufficient. A majority of the then authorized Directors shall constitute a
quorum for the transaction of business, and the act of a majority of the then
authorized Directors shall be the act of the Board of Directors.
Section 3. Attendance of a Director at any meeting shall constitute a
waiver of notice of such meeting, except where a Director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.
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Section 4. Any action required or permitted to be taken at any meeting
of the Board of Directors, or any committee thereof, may be taken without a
meeting if all members of the Board, or such committee, consent thereto in
writing and the writing or writings are filed with the minutes of the
proceedings of the Board or committee.
ARTICLE VII
EXECUTIVE COMMITTEE
Section 1. The Board of Directors may, by resolution adopted by a
majority of the whole then authorized Board, appoint an executive committee to
consist of the Chairman of the Board and such number of the Directors as the
majority of the whole of said Board may from time to time determine, which
committee, to the extent provided in such resolution, shall have and exercise
all of the authority of the Board of Directors in the management of the
corporation, except as otherwise required by law. Vacancies in the membership of
the committee shall be filled by a majority of the whole said Board at a regular
or special meeting of the Board of Directors. The executive committee shall keep
regular minutes of its proceedings and report the same to the Board when
required.
ARTICLE VIII
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the
Certificate of Incorporation or of these
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By-laws, notice is required to be given to any Director or stockholder, it shall
not be construed to mean personal notice, but such notice may be given in
writing, by mail, addressed to such Director or stockholder, at his address as
it appears on the records of the corporation, with postage prepaid, and such
notice shall be deemed to be given at the time when the same shall be deposited
in the United States mail. Notice to any Director or stockholder may also be
given by telegram or delivered in person.
Section 2. Whenever any notice whatever is required to be given under
the provisions of the statutes or under the provisions of the Certificate of
Incorporation or these By-laws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
ARTICLE IX
OFFICERS
Section 1. The Board of Directors, as soon as may be after the
election of Directors in each year, shall elect a Chairman of the Board, a
President, a Secretary and a Treasurer, and may from time to time elect one or
more Vice Presidents and such other officers as they may deem proper. None of
such officers (except for the Chairman of the Board) need be a member of the
Board of Directors. The Board of Directors may appoint from the members of the
Executive
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Committee, a Chairman of the Executive Committee, if they shall have established
an Executive Committee pursuant to Article VII of these By-laws.
Section 2. The officers of the corporation shall hold office until
their successors are elected and qualify. Any officer elected or appointed by
the Board of Directors may be removed at any time with or without cause by the
affirmative vote of a majority of the Board of Directors. Any vacancy occurring
in any office of the corporation shall be filled by the Board of Directors.
Section 3. The Board of Directors may authorize the execution of
contracts of employment between the corporation and one or more of the officers
of the corporation. Removal of any such officer from his office without cause by
the Directors shall not of itself affect any right to compensation which such
removed officer may have under such contract.
The Chairman of the Board
Section 4. The Chairman of the Board shall preside at all meetings of
the stockholders and Directors, including meetings of the Executive Committee,
at which such officer is present.
The Chairman of the Executive Committee
Section 5. The Chairman of the Executive Committee, if such office
shall have been filled by the Board of Directors, shall, in the absence of the
Chairman of
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the Board, preside at all meetings of the stockholders and Directors.
The President
Section 6. Except as otherwise provided by the Board of Directors, the
President shall be the chief executive officer of the corporation, shall have
within the limitations and subject to the procedures established from time to
time by resolution of the Board of Directors, general and active management of
the business of the corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect.
Section 7. The President shall execute bonds, mortgages, and other
contracts requiring a seal, under the seal of the corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the corporation.
The Vice Presidents
Section 8. The Vice President, if there shall be one, or if there
shall 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.
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The Secretary and Assistant Secretaries
Section 9. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
such meetings in a book to be kept for that purpose and shall perform like
duties for the standing committees when required. He shall give, or cause to be
given, notice of all meetings of the stockholders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors or President, under whose supervision he shall be. He
shall have custody of the corporate seal of the corporation and he, or an
Assistant Secretary, shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by his signature or by the
signature of such Assistant Secretary. The Board of Directors may give general
authority to any other officer to affix the seal of the corporation and to
attest the affixing by his signature.
Section 10. 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.
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The Treasurer and Assistant Treasurers
Section 11. 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 monies
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.
Section 12. 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 to the Board of Directors,
at its regular meetings, or when the Board of Directors so requires, an account
of all his transactions as Treasurer and of the financial condition of the
corporation.
Section 13. If required by the Board of Directors, the Treasurer shall
give the corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors for the faithful performance of
the duties of his office and for the restoration to the corporation, in case of
his death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.
Section 14. The Assistant Treasurer, or, if there
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shall 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.
ARTICLE X
CERTIFICATES FOR SHARES
Section 1. The shares of the corporation shall be represented by
certificates signed by the President or a Vice President and the Secretary or an
Assistant Secretary of the corporation, and may be sealed with the seal of the
corporation or a facsimile thereof.
When the corporation is authorized to issue shares of more than one
class, every certificate shall set forth upon the face or back of such
certificate a statement of the designations, preferences, limitations and
relative rights of the shares of each class authorized to be issued, as required
by the laws of the State of Delaware.
Section 2. The signatures of the officers of the corporation upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the corporation itself or an
employee of the corporation. In case any officer who has signed or whose
facsimile signature has been placed upon any such certificate shall have ceased
to be such officer
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before such certificate is issued, it may be issued by the corporation with the
same effect as if he were such officer at the date of its issue.
Lost Certificates
Section 3. The Board of Directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the corporation alleged
to have been lost or destroyed. When authorizing such issue of a new
certificate, the Board of Directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to
protect the corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.
Transfer of Shares
Section 4. The outstanding shares of the capital stock of the
corporation are subject to certain restrictions imposed upon the rights of the
holders of such shares pursuant to the terms and provisions of that certain
Stockholders Agreement Restricting Transfer of Stock dated ,
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1973, by and between Texas Industries, Inc., and Co-Steel International Limited,
a copy of which shall be filed in the Minute Book of the corporation, and said
Agreement as amended from time to time by agreement of the parties thereto is
hereby incorporated herein by reference.
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Closing of Transfer Books
Section 5. For the purpose of determining stockholders entitled to
notice of or to vote at any meeting of stockholders, or any adjournment thereof,
or entitled to receive payment of any dividend, or in order to make a
determination of stockholders for any other proper purpose, the Board of
Directors may provide that the stock transfer books shall be closed for a stated
period but not to exceed, in any case, fifty (50) days. If the stock transfer
books shall be closed for the purpose of determining stockholders entitled to
notice of or to vote at a meeting of stockholders, such books shall be closed
for at least ten (10) days immediately preceding such meeting. In lieu of
closing the stock transfer books, the Board of Directors may fix in advance a
date as the record date for any such determination of stockholders, such date in
any case to be not more than fifty (50) days and, in case of a meeting of
stockholders, not less than ten (10) days prior to the date on which the
particular action, requiring such determination of stockholders, is to be taken.
If the stock transfer books are not closed and no record date is fixed for the
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders, or stockholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is
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adopted, as the case may be, shall be the record date for such determination of
stockholders. When a determination of stockholders entitled to vote at any
meeting of stockholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.
Registered Stockholders
Section 6. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and shall not be bound to
recognize any equitable or other claim to or interest in such share or 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 XI
GENERAL PROVISIONS
Dividends
Section 1. Subject to the provisions of the Certificate of
Incorporation relating thereto, if any, dividends may be declared by the Board
of Directors at any regular or special meeting, pursuant to law. Dividends may
be paid in cash, in property or in shares of the capital stock, subject to any
provisions of the Certificate of Incorporation.
Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation
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available for dividends such sum or sums as the Directors from time to time, in
their absolute discretion, think proper as a reserve fund to meet contingencies,
or for repairing or maintaining any property of the corporation, or for such
other purpose as the Directors shall think conducive to the interest of the
corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.
Checks
Section 3. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
Fiscal Year
Section 4. The fiscal year of the corporation shall begin on the first
day of June in each year, unless otherwise provided by the Board of Directors.
Seal
Section 5. The corporate seal of the corporation shall be in such form
as the Board of Directors shall prescribe. Said seal may be used by causing it
or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
Reliance on Books and Statements
Section 6. A Director shall be fully protected in relying in good
faith upon the books of account of the
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corporation or statements prepared by any of its officials as to the value and
amount of the assets, liabilities and/or net profits of the corporation, or any
other facts pertinent to the existence and amount of surplus or other funds from
which dividends might properly be declared and paid.
Contracts - Interest of Director
Section 7. No contract or other transaction between the corporation
and any other corporation and no other act of the corporation shall, in the
absence of fraud, be invalidated or in any way affected by the fact that any of
the Directors of the corporation are pecuniarily or otherwise interested in such
contract, transaction or other act, or are Directors or Officers of such other
corporation. Any Director of the corporation, individually, or any firm or
association of which any such Director may be a member, may be a party to, or
may be pecuniarily or otherwise interested in, any contract or transaction of
the corporation, provided that the fact that he individually or such firm or
association is so interested shall be disclosed or shall have been known to the
Board of Directors; and any Director of the corporation who is so interested may
be counted in determining the existence of a quorum at any meeting of the Board
of Directors which shall authorize any such contract or transaction, and may
vote thereat to authorize any such contract or transaction with like force and
effect as if he were not such Director or Officer of
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such other corporation or not so interested, every Director of the corporation
being hereby relieved from any disability which might otherwise prevent him from
carrying out transactions with or contracting with the corporation for the
benefit of himself or any firm, corporation, association, trust or organization
in which or with which he may be in anywise interested or connected.
Any contract, transaction or act of the corporation or by the Board of
Directors which shall be ratified by a majority of the stockholders entitled to
vote at any annual meeting or at any special meeting called for that purpose
shall be as valid and binding as though ratified by every stockholder of the
corporation; provided, however, that any failure of the stockholders to approve
or ratify such contracts, transaction or act when and if submitted, shall not be
deemed in any way to invalidate the same or to deprive the corporation, its
Directors or Officers of their right to proceed with such contract, transaction
or action.
Indemnification - Directors and Officers
Section 8. The corporation may indemnify every 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, including an action by or in the right of the corporation, by
reason of the fact that said person is or
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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 incurred by said person in connection with such
action, suit or proceeding, to the full extent permitted by the laws of the
State of Delaware in effect from time to time. The corporation shall have the
right and power to purchase and maintain insurance in such principal amounts as
shall be approved by resolution of the Board of Directors of the corporation
from time to time on behalf of each said person against any liability asserted
against and incurred by said person in any such aforesaid capacity, or arising
out of said person's status as such, to the full extent permitted by the laws of
the State of Delaware in effect from time to time.
ARTICLE XII
AMENDMENTS
These By-laws may be altered, amended or repealed or new By-laws may
be adopted at any regular or special meeting of stockholders, or of the
Directors, at which a quorum is present or represented, by the affirmative vote
of a majority of the outstanding stock entitled to vote, or of a majority of the
Directors of the corporation, provided
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notice of the proposed alteration, amendment or repeal be contained in the
notice of such meeting.
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