{"id":41435,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/by-laws-catellus-development-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-catellus-development-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-catellus-development-corp.html","title":{"rendered":"By-laws &#8211; Catellus Development Corp."},"content":{"rendered":"<pre>\n                         AMENDED AND RESTATED BY-LAWS\n\n                                      of\n\n                       CATELLUS DEVELOPMENT CORPORATION\n\n\n1.   MEETINGS OF STOCKHOLDERS.\n     ------------------------ \n\n          1.1.  Annual Meeting.  An annual meeting of the stockholders shall be\n                --------------                                                  \nheld at such time, date, and place within or without the State of Delaware as\nthe Board of Directors (the \"Board\") may fix for the purpose of electing\ndirectors and transacting such other business as may come before the meeting.\n\n          1.2.  Special Meetings.  Special meetings of the stockholders may only\n                ----------------                                                \nbe called by resolution of the Board or by the chairman of the board or the\npresident, and not by the stockholders. Only business related to the purposes\nset forth in the notice of the meeting may be transacted at a special meeting.\n\n          1.3.  Place and Time of Meetings.  Meetings of the stockholders may be\n                --------------------------                                      \nheld in or outside Delaware at the place and time specified by the Board or the\ndirectors or stockholders requesting the meeting.\n\n          1.4.  Notice of Meetings; Waiver of Notice.  Written notice of each\n                ------------------------------------                         \nmeeting of stockholders shall be given to each stockholder entitled to vote at\nthe meeting, except that (a) it shall not be necessary to give notice to any\nstockholder who submits a signed waiver of notice before or after the meeting,\nand (b) no notice of an adjourned meeting need be given except when required\nunder Section 1.5 of these by-laws or by law.  Each notice of a meeting shall be\ngiven, in writing, personally, via facsimile or by mail, not less than 10 nor\nmore than 60 days before the meeting and shall state the time and place of the\nmeeting, and unless it is the annual meeting, shall state at whose direction or\nrequest the meeting is called and the purposes for which it is called.  Notice\nshall be deemed duly given when (i) delivered personally, (ii) sent via\nfacsimile (with receipt confirmed) or (iii) mailed to a stockholder at his\naddress on the corporation's records.  The attendance of any stockholder at a\nmeeting, without protesting at the beginning of the meeting that the meeting is\nnot lawfully called or convened, shall constitute a waiver of notice by him.\n\n          1.5.  Quorum.  At any meeting of stockholders, the presence in person\n                ------                                                         \nor by proxy of the holders of a majority of the shares entitled to vote shall\nconstitute a quorum for the transaction of any business.  In the absence of a\nquorum a majority in voting interest of those present or, if no stockholders are\npresent, any officer entitled to preside at or to act as secretary of the\nmeeting, may adjourn the meeting until a quorum is \n\n \npresent. At any adjourned meeting at which a quorum is present any action may be\ntaken which might have been taken at the meeting as originally called. No notice\nof an adjourned meeting need be given if the time and place are announced at the\nmeeting at which the adjournment is taken except that, if adjournment is for\nmore than thirty days or if, after the adjournment, a new record date is fixed\nfor the meeting, notice of the adjourned meeting shall be given pursuant to\nSection 1.4.\n\n          1.6.  Voting; Proxies.  Each stockholder of record shall be entitled\n                ---------------                                               \nto one vote for every share registered in his name.  Corporate action to be\ntaken by stockholder vote, other than the election of directors, shall be\nauthorized by a majority of the votes cast at a meeting of stockholders, except\nas otherwise provided by the corporation's Restated Certificate of Incorporation\nor by law or by Section 1.8 of these by-laws.   Directors shall be elected in\nthe manner provided in Section 2.1 of these by-laws.   Voting, including\nelection of directors, need not be by written ballot unless requested by a\nstockholder at the meeting or ordered by the chairman of the meeting.  Each\nstockholder entitled to vote at any meeting of stockholders or to express\nconsent or to dissent from corporate action in writing without a meeting may\nauthorize another person to act for him by proxy.  Every proxy must be signed by\nthe stockholder or his attorney-in-fact.  No proxy shall be valid after three\nyears from its date unless it provides otherwise.\n\n          1.7.  List of Stockholders.  Not less than 10 days prior to the date\n                --------------------                                          \nof any meeting of stockholders, the secretary of the corporation shall prepare a\ncomplete list of stockholders entitled to vote at the meeting, arranged in\nalphabetical order and showing the address of each stockholder and the number of\nshares registered in his name.  For a period of not less than 10 days prior to\nthe meeting, the list shall be available during ordinary business hours for\ninspection by any stockholder for any purpose germane to the meeting.  During\nthis period, the list shall be kept either (a) at a place within the city where\nthe meeting is to be held, if that place shall have been specified in the notice\nof the meeting, or (b) if not so specified, at the place where the meeting is to\nbe held.  The list shall also be available for inspection by stockholders at the\ntime and place of the meeting.\n\n          1.8.  Action by Consent Without a Meeting.\n                ----------------------------------- \n\n     (a)  Subject to compliance with the procedures set forth in this Section\n1.8, any action required or permitted to be taken at any meeting of stockholders\nmay be taken without a meeting, and without a vote, if a consent in writing,\nsetting forth the action so taken, shall be signed by the holders of outstanding\nstock having not less than the minimum number of votes that would be necessary\nto authorize or take such action at a meeting at which all shares entitled to\nvote thereon were present and voting. Every written consent shall bear the date\nof signature of each stockholder who signs the consent and no written consent\nshall be effective to take the corporate action referred to therein unless,\nwithin 60 days of the date the earliest dated written consent was received in\naccordance with this Section 1.8, a written consent or consents signed by a\nsufficient number of holders to take such action are delivered to the\nCorporation in the manner prescribed in this Section 1.8.  Every written consent\nshall be revocable by the \n\n                                       2\n\n \nstockholder by written instrument of revocation delivered to the corporation\nbefore the effective date of the action taken. Prompt notice of the taking of\nany such action shall be given to those stockholders who did not consent in\nwriting.\n \n     (b)  So long as any of the corporation's securities are listed on the New\nYork Stock Exchange, action by the holders of any class of security so listed\nmay not be taken by consent in writing pursuant to this Section 1.8 except with\nthe prior approval of the New York Stock Exchange, and otherwise in accordance\nwith this Section 1.8.  In order that the corporation may determine the\nstockholders entitled to express consent to corporate action in writing without\na meeting, the Board may fix a record date, which record date shall not precede\nthe date upon which the resolution fixing the record date is adopted by the\nBoard, and which date shall not be more than 10 days after the date upon which\nthe resolution fixing the record date is adopted by the Board.  Any stockholder\nof record seeking to have the stockholders authorize or take corporate action by\nwritten consent shall, by written notice to the secretary of the corporation,\nrequest the Board to fix a record date.  The Board shall promptly, but in all\nevents within 10 days after the date, on which such a request is received, adopt\na resolution fixing the record date.  If no record date has been fixed by the\nBoard within 10 days of the date on which such a request is received, the record\ndate for determining stockholders entitled to consent to corporate action in\nwriting without a meeting, when no prior action by the Board is required by\napplicable law, shall be the first date on which a signed written consent\nsetting forth the action taken or proposed to be taken is delivered to the\ncorporation.  If no record date has been fixed by the Board and prior action by\nthe Board is required by applicable law, the record date for determining\nstockholders entitled to consent to corporate action in writing without a\nmeeting shall be at the close of business on the date on which the Board adopts\nthe resolution taking such prior action.  Every signed written consent shall be\ndelivered to the corporation by delivery to its registered office in Delaware,\nits principal place of business or to any officer or agent of the corporation\nhaving custody of the book in which proceedings of meetings of stockholders are\nrecorded.  Delivery shall be by hand or by certified or registered mail, return\nreceipt requested.\n \n     (c)  Material soliciting the written consent of stockholders shall be sent\nto each stockholder who would be entitled to vote on the action to be taken if\nsuch action were being considered at a meeting of stockholders.  Such\nsolicitation materials shall include the form of written consent, which shall\nset forth the action to be taken, and shall otherwise comply with the proxy\nstatement disclosure standards then applicable to the corporation.  The\nsolicitation materials shall be deemed duly given when (i) delivered personally,\n(ii) sent via facsimile (with receipt confirmed) or (iii) mailed to a\nstockholder at his address on the corporation's records.  The solicitation\nperiod, from the date the solicitation materials are first given to stockholders\nuntil and including the date by which stockholders must return such written\nconsent, shall be not less than 30 days.  Notwithstanding anything to the\ncontrary contained in these bylaws, no action to be taken by written consent may\nbe taken until the expiration of the solicitation period, whether or not the\nrequisite consents have been signed prior to such expiration.\n\n                                       3\n\n \n          (d)  In the event of the delivery, in the manner provided by this\nSection 1.8, to the corporation of the requisite written consent or consents to\ntake corporate action and\/or any related revocation or revocations, the\ncorporation shall engage nationally recognized independent inspectors of\nelections for the purpose of promptly performing a ministerial review of the\nvalidity of the consents and revocations.  For the purpose of permitting the\ninspectors to perform such review, no action by written consent without a\nmeeting shall be effective until such date as the independent inspectors certify\nto the corporation that the consents delivered to the corporation in accordance\nwith this Section 1.8 represent at least the minimum number of votes that would\nbe necessary to take the corporation action.  Nothing contained in this\nparagraph shall in any way be construed to suggest or imply that the Board or\nany stockholder shall not be entitled to contest the validity of any consent or\nrevocation thereof, whether before or after such certification by the\nindependent inspectors, or to take any other action (including, without\nlimitation, the commencement, prosecution or defense of any litigation with\nrespect thereto, and the seeking of injunctive relief in such litigation).\n \n          1.9. Stockholder Nominations and Proposals.\n               ------------------------------------- \n \n          (a)  At an annual meeting of the stockholders, only such business will\nbe conducted or considered as is properly brought before the meeting.  To be\nproperly brought before an annual meeting, business must be (i) specified in the\nnotice of meeting (or any supplement to the notice) given by or at the direction\nof the Board in accordance with these Bylaws and presented at the meeting by a\nshareholder, officer, or director, (ii) otherwise properly brought before the\nmeeting by the presiding officer or by or at the direction of a majority of the\nBoard, or (iii) otherwise properly requested to be brought before the meeting by\na stockholder of the Company in accordance with Section 1.9(b) below.\n \n          (b)  For business to be properly requested by a stockholder to be\nbrought before an annual meeting, the stockholder must (i) be a stockholder of\nthe corporation of record at the time of the giving of notice for the annual\nmeeting provided for in these bylaws, (ii) be entitled to vote at the annual\nmeeting,  (iii) have given timely notice of the business in writing to the\nsecretary of the corporation and (iv) present the matter at the meeting unless\nit is presented on the stockholder's behalf by or at the direction of the Board.\nA stockholder's notice to the secretary of the corporation must set forth as to\neach matter the stockholder proposes to bring before the annual meeting: (A) a\ndescription in reasonable detail of the business desired to be brought before\nthe annual meeting and the reasons for conducting the business at the annual\nmeeting, (B) the name and address, as they appear on the corporation's books, of\nthe stockholder proposing the business and of the beneficial owner, if any on\nwhose behalf the proposal is made, (C) the class and number of shares of the\ncorporation that are owned beneficially and of record by the stockholder\nproposing the business and by the beneficial owner, if any, on whose behalf the\nproposal is made, and (D) any material interest of the stockholder proposing the\nbusiness and of the beneficial owner, if any, on whose behalf the proposal is\nmade in the \n\n                                       4\n\n \nbusiness. Notwithstanding the foregoing provisions, a stockholder must also\ncomply with all applicable requirements of the Securities Exchange Act of 1934,\nas amended, and the rules and regulations thereunder with respect to the matters\nset forth in this bylaw. Nothing in this bylaw will be deemed to expand or\ndiminish any rights of stockholders to request inclusion of proposals in the\nCompany's proxy statement pursuant to Rule 14a-8 under the Securities Exchange\nAct of 1934, as amended.\n \n          (c)  Nominations of persons for election as directors of the\ncorporation may be made only at an annual meeting of stockholders (i) by or at\nthe direction of the Board or (ii) by any stockholder who is a stockholder of\nrecord at the time of giving of notice provided for in these bylaws, who is\nentitled to vote for the election of directors at the meeting, and who complies\nwith the procedures set forth in this bylaw.  All nominations by stockholders\nmust be made pursuant to timely notice in proper written form to the secretary\nof the corporation.\n \n          (d)  To be in proper written form, a stockholder's notice of\nnomination must set forth (i) the name and address, as they appear on the\ncorporation's books, of the stockholder giving the notice and of the beneficial\nowner, if any, on whose behalf the nomination is made; (ii) a representation\nthat the stockholder giving the notice is a holder of record of stock of the\ncorporation entitled to vote at the annual meeting and intends to appear in\nperson or by proxy at the annual meeting to nominate the person or persons\nspecified in the notice; (iii) the class and number of shares of stock of the\ncorporation owned beneficially and of record by the stockholder giving the\nnotice and by the beneficial owner, if any, on whose behalf the nomination is\nmade; (iv) a description of all arrangements or understandings between or among\nany of (A) the stockholder giving the notice, (B) the beneficial owner on whose\nbehalf the notice is given, (C) each nominee, and (D) any other person or\npersons (naming such person or persons) pursuant to which the nomination or\nnominations are to be made by the stockholder giving the notice; (v) such other\ninformation regarding each nominee proposed by the stockholder giving the notice\nas would be required to be included in a proxy statement filed pursuant to the\nproxy rules of the Securities and Exchange Commission under the Securities\nExchange Act of 1934 had the nominee been nominated, or intended to be\nnominated, by the Board; and (vi) the signed consent of each nominee to serve as\na director of the corporation if so elected.  The presiding officer of any\nannual meeting will, if the facts warrant, determine that a nomination was not\nmade in accordance with the procedures prescribed by this bylaw, and if he or\nshe should so determine, he or she will so declare to the meeting, and the\ndefective nomination will be disregarded.  Notwithstanding the foregoing\nprovisions, a stockholder must also comply with all applicable requirement of\nthe Securities Exchange Act of 1934, as amended, and the rules and regulations\nthereunder with respect to the matters set forth in this bylaw.\n \n          (e)  To be timely, a stockholder's notice under paragraphs (b) or (d)\nabove must be delivered to or mailed and received at the principal executive\noffices of the corporation not less than 60 calendar days before the annual\nmeeting; provided, however, that in the event public announcement of the date of\n         -----------------                                                      \nthe annual meeting is not made at \n\n                                       5\n\n \nleast 75 calendar days before the date of the annual meeting, notice by the\nstockholder to be timely must be received not later than the close of business\non the 10\/th\/ calendar day following the day on which public announcement is\nfirst made of the date of the annual meeting. For purposes of this bylaw,\n\"public announcement\" means disclosure in a press release reported by the Dow\nJones News Service, Associated Press, or comparable national news service or in\na document publicly filed by the corporation with the Securities Exchange\nCommission pursuant to Section 13, 14, or 15(d) of the Securities Exchange Act\nof 1934, as amended, or furnished to stockholders.\n\n2.   BOARD OF DIRECTORS.\n     ------------------ \n\n          2.1.  Number, Qualification, Election and Term of Directors.  The\n                -----------------------------------------------------      \nbusiness of the corporation shall be managed by the Board, which shall consist\nof eleven directors.  The number of directors may only be changed by resolution\nof a majority of the entire Board, and not by the stockholders, but no decrease\nmay shorten the term of any incumbent director.  Directors shall be elected at\neach annual meeting of stockholders by a plurality of the votes cast and shall\nhold office until the next annual meeting of stockholders and until the election\nand qualification of their respective successors, subject to the provisions of\nSection 2.9.  As used in these bylaws, the term \"entire Board\" means the total\nnumber of directors which the corporation would have if there were no vacancies\non the Board.\n\n          2.2.  Quorum and Manner of Acting.  A majority of the entire Board\n                ---------------------------                                 \nshall constitute a quorum for the transaction of business at any meeting, except\nas provided in Section 2.10 of these by-laws.  Action of the Board shall be\nauthorized by the vote of a majority of the directors present at the time of the\nvote if there is a quorum, unless otherwise provided by law or these by-laws.\nIn the absence of a quorum a majority of the directors present may adjourn any\nmeeting from time to time until a quorum is present.\n\n          2.3.  Place of Meetings.  Meetings of the Board may be held in or\n                -----------------                                          \noutside Delaware.\n\n          2.4.  Annual and Regular Meetings.  Annual meetings of the Board, for\n                ---------------------------                                    \nthe election of officers and consideration of other matters, shall be held\neither (a) without notice immediately after the annual meeting of stockholders\nand at the same place, or (b) as soon as practicable after the annual meeting of\nstockholders, on notice as provided in Section 2.6 of these by-laws.  Regular\nmeetings of the Board may be held without notice at such times and places as the\nBoard determines.  If the day fixed for a regular meeting is a legal holiday,\nthe meeting shall be held on the next business day.\n\n          2.5.  Special Meetings.  Special meetings of the Board may be called\n                ----------------                                              \nby the chairman of the board, the president or by a majority of the directors.\nOnly business related to the purposes set forth in the notice of meeting may be\ntransacted at a special meeting.\n\n                                       6\n\n \n          2.6.  Notice of Meetings; Waiver of Notice.  Notice of the time and\n                ------------------------------------                         \nplace of each special meeting of the Board, and of each annual meeting not held\nimmediately after the annual meeting of stockholders and at the same place,\nshall be given to each director by mailing it to the director at his or her\nresidence or usual place of business at least three days before the meeting or\nby delivering notice to the director personally (including by telephone) or by\ne-mail or facsimile at least one day before the meeting.  Notice shall be deemed\nduly given when (a) delivered personally, (b) sent by e-mail or facsimile (with\nreceipt confirmed) or (c) mailed to a director's residence or usual place of\nbusiness.  Notice of a special meeting shall also state the purpose or purposes\nfor which the meeting is called.  Notice need not be given to any director who\nsubmits a signed waiver of notice before or after the meeting or who attends the\nmeeting without protesting at the beginning of the meeting the transaction of\nany business because the meeting was not lawfully called or convened.  Notice of\nany adjourned meeting need not be given, other than by announcement at the\nmeeting at which the adjournment is taken.\n\n          2.7.  Board or Committee Action Without a Meeting.  Any action\n                -------------------------------------------             \nrequired or permitted to be taken by the Board or by any committee of the Board\nmay be taken without a meeting if all of the members of the Board or of the\ncommittee consent in writing to the adoption of a resolution authorizing the\naction.  The resolution and the written consents by the members of the Board or\nthe committee shall be filed with the minutes of the proceedings of the Board or\nof the committee.\n\n          2.8.  Participation in Board or Committee Meetings by Conference\n                ----------------------------------------------------------\nTelephone.  Any or all members of the Board or of any committee of the Board may\n---------                                                                       \nparticipate in a meeting of the Board or of the committee by means of a\nconference telephone or similar communications equipment allowing all persons\nparticipating in the meeting to hear each other.  Participation by such means\nshall constitute presence in person at the meeting.\n\n          2.9.  Resignation and Removal of Directors.  Any director may resign\n                ------------------------------------                          \nat any time by delivering his resignation in writing to the president or\nsecretary of the corporation, to take effect at the time specified in the\nresignation; the acceptance of a resignation, unless required by its terms,\nshall not be necessary to make it effective.  Any or all of the directors may be\nremoved at any time, either with or without cause, by vote of the stockholders;\nprovided however, that a vote of a majority of the shares outstanding and\nentitled to vote shall be required to effect any such removal without cause.\n\n          2.10. Vacancies.  Any vacancy in the Board, including one created by\n                ---------                                                     \nan increase in the number of directors, may be filled for the unexpired term\nonly by a majority or greater vote of the remaining directors, though less than\na quorum, and not by the stockholders (other than at an annual meeting of\nstockholders).\n\n          2.11. Compensation.  Directors shall receive such compensation as the\n                ------------                                                   \nBoard determines, together with reimbursement of their reasonable expenses in\nconnection with the performance of their duties.  A director may also be paid\nfor serving \n\n                                       7\n\n \nthe corporation, its affiliates or subsidiaries in other capacities.\n\n          2.12. Chairman of the Board. The chairman of the board shall be\n                ---------------------                                    \nelected by the Board at the annual meeting of the Board.  The chairman of the\nboard shall preside at all meetings of the Board and of the stockholders and\nshall have such powers and duties as the Board assigns to the chairman.  The\nchairman shall hold office until the next annual meeting of the Board and until\nthe election of his successor; provided, however, that the chairman may resign\nat anytime by delivering his resignation in writing to the president or\nsecretary of the Corporation, to take effect at the time specified in the\nresignation; the acceptance of a resignation, unless required by its terms,\nshall not be necessary to make it effective.  The chairman may be removed by the\nBoard either with or without cause.\n\n3.   COMMITTEES.\n     ---------- \n\n          3.1.  Committees of the Board.  The Board, by resolution adopted by a\n                -----------------------                                        \nmajority of the entire Board, may designate committees of one or more directors,\nwhich shall serve at the Board's pleasure and have such powers and duties as the\nBoard determines.  No director who is also an officer of the Corporation shall\nbe eligible to serve as a member of the Audit, Compensation and Benefits or\nCorporate Governance Committee of the Board, or any committee performing a\nsimilar function.\n\n          3.2.  Rules Applicable to Committees.  The Board may designate one or\n                ------------------------------                                 \nmore directors as alternate members of any committee, who may replace any absent\nor disqualified member at any meeting of the committee.  In the absence or\ndisqualification of any member of a committee, the member or members present at\na meeting of the committee and not disqualified, whether or not a quorum, may\nunanimously appoint another director to act at the meeting in place of the\nabsent or disqualified member.  All action of a committee shall be reported to\nthe Board at its next meeting.  Each committee may adopt rules of procedure and\nshall meet as provided by those rules or by resolutions of the Board.\n\n4.   OFFICERS.\n     -------- \n\n          4.1.  Number; Security. The executive officers of the corporation\n                ----------------                                           \nshall be the president, one or more vice presidents (which may include one or\nmore executive or senior vice presidents, if the Board so determines), a\nsecretary and a treasurer.  Any two or more offices may be held by the same\nperson.  Unless otherwise required by law, the Board shall not be required to\nfill a vacancy in an executive office.  The Board may require any officer, agent\nor employee to give security for the faithful performance of his duties.\n\n          4.2.  Election; Term of Office.  The executive officers of the\n                ------------------------                                \ncorporation shall be elected annually by the Board and each such officer shall\nhold office until the next annual meeting of the Board and until the election of\nhis successor, subject to the \n\n                                       8\n\n \nprovisions of Section 4.4.\n \n          4.3.  Subordinate Officers.  The Board or the president may appoint\n                --------------------                                         \nsubordinate officers (including assistant secretaries and assistant treasurers),\nagents or employees, each of whom shall hold office for such period and have\nsuch powers and duties as the Board or the president determines.  The Board may\ndelegate to any other executive officer or to any committee the power to appoint\nand define the powers and duties of any subordinate officers, agents or\nemployees.  The president or the chief financial officer may designate in\nwriting any employee with the position of \"Director\" to execute and deliver, and\nany other employee to attest, agreements, certificates and other documents on\nbehalf of the corporation in connection with any transaction authorized by the\nBoard of Directors, whether by specific resolution or pursuant to a delegation\nof authority.\n\n          4.4.  Resignation and Removal of Officers.  Any officer may resign at\n                -----------------------------------                            \nany time by delivering his resignation in writing to the president or secretary\nof the corporation, to take effect at the time specified in the resignation; the\nacceptance of a resignation, unless required by its terms, shall not be\nnecessary to make it effective.  Any officer appointed by the Board or appointed\nby an executive officer or by a committee may be removed by the Board either\nwith or without cause, and in the case of an officer appointed by an executive\nofficer or by a committee, by the officer or committee who appointed him or by\nthe president.\n\n          4.5.  Vacancies.  A vacancy in any office may be filled for the\n                ---------                                                \nunexpired term in the manner prescribed in Sections 4.2 and 4.3 of these by-laws\nfor election or appointment to the office.\n \n          4.6.  President.  The president shall be the chief executive officer\n                ---------                                                     \nof the corporation and shall, in the absence of the chairman of the board,\npreside at all meetings of the Board and of the stockholders.  Subject to the\ncontrol of the Board, he shall have general supervision over the business of the\ncorporation and shall have such other powers and duties as presidents of\ncorporations usually have or as the Board assigns to him.\n\n          4.7.  Chief Operating Officer.  The chief operating officer shall have\n                -----------------------                                         \nsuch powers and duties as the Board or the president may assign.\n \n          4.8.  Vice President.  Each vice president shall have such powers and\n                --------------                                                 \nduties as the Board or the president assigns to him.\n\n          4.9.  Treasurer.  The treasurer shall be in charge of the\n                ---------                                          \ncorporation's books and accounts.  Subject to the control of the Board, he shall\nhave such other powers and duties as the Board or the president assigns to him.\nThe Board may designate the treasurer or any other officer as the chief\nfinancial officer of the corporation.\n\n          4.10. Secretary.  The secretary shall be the secretary of, and keep\n                ---------                                                    \nthe \n\n                                       9\n\n \nminutes of, all meetings of the Board and of the stockholders, shall be\nresponsible for giving notice of all meetings of stockholders and of the Board,\nand shall keep the seal and apply it to any instrument requiring it. Subject to\nthe control of the Board, he shall have such powers and duties as the Board or\nthe president assigns to him. In the absence of the secretary from any meeting,\nthe minutes shall be kept by the person appointed for that purpose by the\npresiding officer.\n \n          4.11. Salaries.  The Board may fix the officers' salaries, if any, or\n                --------                                                       \nit may authorize the president to fix the salary of any other officer.\n\n5.   SHARES.\n     ------ \n\n          5.1.  Certificates.  The corporation's shares shall be represented by\n                ------------                                                   \ncertificates in the form approved by the Board.  Each certificate shall be\nsigned by the chairman of the board, the president or a vice president and by\nthe secretary or an assistant secretary, or the treasurer (or chief financial\nofficer) or an assistant treasurer, and shall be sealed with the corporation's\nseal or a facsimile of the seal.  Any or all of the signatures on the\ncertificate may be a facsimile.\n\n          5.2.  Transfers.  Shares shall be transferable only on the\n                ---------                                           \ncorporation's books, upon surrender of the certificate for the shares, properly\nendorsed.  The Board may require satisfactory surety before issuing a new\ncertificate to replace a certificate claimed to have been lost or destroyed.\n\n          5.3.  Determination of Stockholders of Record.  The Board may fix, in\n                ---------------------------------------                        \nadvance, a date as the record date for the determination of stockholders\nentitled to notice of or to vote at any meeting of the stockholders, or to\nexpress consent to or dissent from any proposal without a meeting, or to receive\npayment of any dividend or the allotment of any rights, or for the purpose of\nany other action.  The record date may not be more than 60 or less than 10 days\nbefore the date of the meeting or more than 60 days before any other action.\n\n6.   INDEMNIFICATION AND INSURANCE.\n     ----------------------------- \n \n          6.1   Right to Indemnification. Each person who was or is a party or\n                ------------------------- \nis threatened to be made a party to or is involved in any action, suit or\nproceeding, whether civil, criminal, administrative or investigative\n(hereinafter a \"proceeding\"), by reason of the fact that he or she, or a person\nof whom he or she is the legal representative, is or was a director or officer\nof the corporation or is or was serving at the request of the corporation as a\ndirector, officer, employee or agent of another corporation or of a partnership,\njoint venture, trust or other enterprise, including service with respect to\nemployee benefit plans, whether the basis of such proceeding is alleged action\nor inaction in an official capacity or in any other capacity while serving as a\ndirector, officer, employee or agent, shall be indemnified and held harmless by\nthe corporation to the fullest extent permitted by the laws of Delaware, as the\nsame exist or may hereafter be \n\n                                       10\n\n \namended, against all costs, charges, expenses, liabilities and losses (including\nattorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts\npaid or to be paid in settlement) reasonably incurred or suffered by such person\nin connection therewith, and such indemnification shall continue as to a person\nwho has ceased to be a director, officer, employee or agent and shall inure to\nthe benefit of his or her heirs, executors and administrators; provided,\n                                                               ---------\nhowever, that the corporation shall indemnify any such person seeking\n-------- \nindemnification in connection with a proceeding (or part thereof) initiated by\nsuch person only if such proceeding (or part thereof) was authorized by the\nBoard. The right to indemnification conferred in this Article shall be a\ncontract right and shall include the right to be paid by the corporation the\nexpenses incurred in defending any such proceeding in advance of its final\ndisposition; provided, however, that, if the Delaware General Corporation Law\n             --------- --------             \nrequires, the payment of such expenses incurred by a director or officer in his\nor her capacity as a director or officer (and not in any other capacity in which\nservice was or is rendered by such person while a director or officer,\nincluding, without limitation, service to an employee benefit plan) in advance\nof the final disposition of proceeding, shall be made only upon delivery to the\ncorporation of an undertaking, by or on behalf of such director or officer, to\nrepay all amounts so advanced if it shall ultimately be determined that such\ndirector or officer is not entitled to be indemnified under this Section or\notherwise. The corporation may, by action of the Board, provide indemnification\nto employees and agents of the corporation with the same scope and effect as the\nforegoing indemnification of directors and officers.\n \n          6.2  Right of Claimant to Bring Suit. If a claim under Section 6.1 of\n               -------------------------------- \nthis Article is not paid in full by the corporation within thirty days after a\nwritten claim has been received by the corporation, the claimant may at any time\nthereafter bring suit against the corporation to recover the unpaid amount of\nthe claim and, if successful in whole or in part, the claimant shall be entitled\nto be paid also the expense of prosecuting such claim.  It shall be a defense to\nany such action (other than an action brought to enforce a claim for expenses\nincurred in defending any proceeding in advance of its final disposition where\nthe required undertaking, if any is required, has been tendered to corporation)\nthat the claimant has failed to meet a standard of conduct which makes it\npermissible under Delaware law for corporation to indemnify the claimant for the\namount claimed.  Neither the failure of the corporation (including its Board,\nindependent legal counsel, or its stockholders) to have made a determination\nprior to the commencement of such action that indemnification of the claimant is\npermissible in the circumstances because he or she has met such standard of\nconduct, nor an actual determination by the corporation (including its Board,\nindependent legal counsel, or its stockholders) that the claimant has not met\nsuch standard of conduct, shall be a defense to the action or create a\npresumption that the claimant has failed to meet such standard of conduct.\n \n          6.3  Non-Exclusivity of Rights.  The right to indemnification and the\n               --------------------------                                      \npayment of expenses incurred in defending a proceeding in advance of its final\ndisposition conferred in this Article shall not be exclusive of any other right\nwhich any person may have or hereafter acquire under any statute, provision of\nthe Certificate of \n\n                                       11\n\n \nIncorporation, bylaw, agreement, vote of stockholders or disinterested directors\nor otherwise.\n\n          6.4  Insurance.  The corporation may maintain insurance, at its\n               ----------                                                \nexpense, to protect itself and any director, officer, employee or agent of the\ncorporation or another corporation, partnership, joint venture, trust or other\nenterprise against any such expense, liability or loss, whether or not the\ncorporation would have the power to indemnify such person against such expense,\nliability or loss under Delaware law.\n\n          6.5  Expenses as a Witness.  To the extent that any director, officer,\n               ----------------------                                           \nemployee or agent of the corporation is by reason of such position, or a\nposition with another entity at the request of the corporation, a witness in any\naction, suit or proceeding, he or she shall be indemnified against all costs and\nexpenses actually and reasonably incurred by him or her or on his or her behalf\nin connection therewith.\n\n          6.6  Indemnity Agreements.  The corporation may enter into agreements\n               ---------------------                                           \nwith any director, officer, employee or agent of the corporation providing for\nindemnification to the full extent permitted by Delaware law.\n\n7.   MISCELLANEOUS.\n     ------------- \n\n          7.1. Seal.  The Board shall adopt a corporate seal, which shall be in\n               ----                                                            \nthe form of a circle and shall bear the corporation's name and the year and\nstate in which it was incorporated.\n\n          7.2. Fiscal Year.  The Board may determine the corporation's fiscal\n               -----------                                                   \nyear.  Until changed by the Board, the corporation's fiscal year shall be the\ncalendar year.\n\n          7.3. Voting of Shares in Other Corporations.  Shares in other\n               --------------------------------------                  \ncorporations which are held by the corporation may be represented and voted by\nthe president or a vice president of this corporation or by proxy or proxies\nappointed by one of them.  The Board may, however, appoint some other person to\nvote the shares.\n\n          7.4. Amendments.  Bylaws may be amended, repealed or adopted by the\n               ----------                                                    \nstockholders or by a majority of the entire Board; provided however, that a vote\nof a majority of the shares outstanding and entitled to vote shall be required\nto effect any such amendment by the stockholders.\n\n                                       12\n\n \n                              NOTES TO AMENDMENTS\n                              -------------------\n\n     Section 1.1:\n     ----------- \n\n     Amended on February 25, 1999, to change annual meeting from May to a time,\n     date and place that the Board may fix.\n\n     Section 1.2:\n     ----------- \n\n     Amended on August 1, 1990 to permit stockholders meeting to be called at\n     the request of holders.\n\n     Amended on December 16, 1999 to allow special meetings of the stockholders\n     to be called only by resolution of the Board or by the chairman of the\n     board or the president, and not by the stockholders.\n\n     Section 1.8:\n     ----------- \n \n     Added on August 1, 1990.\n \n     Amended on December 16, 1999.\n \n     Section 1.9:\n     ------------\n \n     Added on October 14, 1998.\n\n     Section 2.1:\n     ----------- \n \n     Amended on May 2, 1991 to reduce the number of directors from ten to nine.\n\n     Amended on October 16, 1992 to increase the number of directors from nine\n     to thirteen.\n\n     Amended on April 20, 1994 to reduce the number of directors from thirteen\n     to eleven.\n\n     Amended on January 31, 1996 to reduce the number of directors from eleven\n     to nine.\n\n     Amended on March 26, 1997 to increase the number of directors from nine to\n     twelve.\n\n     Amended on March 26, 1998, to decrease the number of directors from twelve\n     to eleven.\n\n                                       13\n\n \n     Amended on December 16, 1999 to specify that the number of directors may\n     only be changed by resolution of a majority of the entire Board, and not by\n     the stockholders.\n\n     Section 2.6:\n     ------------\n\n     Amended on October 14, 1998, to permit notice of board meetings to be given\n     by e-mail.\n\n     Section 2.9\n     -----------\n \n     Amended on December 1999 to provide that any director may resign at any\n     time by delivering his resignation in writing to the president or secretary\n     of the corporation and to prescribe conditions for the removal of directors\n     by stockholders.\n\n     Section 2.10\n     ------------\n\n     Amended on December 16, 1999 to indicate that only directors, not\n     stockholders, may vote to fill vacancies for the unexpired term.\n     (Stockholders may only vote for directors at the annual meeting of\n     stockholders.)\n\n     Section 2.12:\n     ------------ \n\n     Amended and restated on October 29, 1997 to exclude the Chairman of the\n     Board as an officer of the Company (to enable the Chairman to serve on\n     various committees of the Board).\n\n     Section 3.1:\n     ----------- \n \n     Amended on October 16, 1992 to add the final sentence.\n\n     Section 4.1:\n     ----------- \n\n     Amended and restated on October 29, 1997 to exclude the Chairman of the\n     Board as an officer of the Company (to enable the Chairman to serve on\n     various committees of the Board).\n \n     Section 4.3:\n     ----------- \n \n     Amended on February 27, 1992 to add the final sentence.\n\n     Section 4.6:\n     ----------- \n\n     Amended on October 29, 1997.  Previous Section 4.6 was deleted, and the\n     appropriate Sections were renumbered to reflect the deletion of this\n     section.  \n\n                                       14\n\n \n     Sections are now numbered only to 4.10, rather than 4.11. (Purpose was to\n     exclude the Chairman of the Board as an officer of the Company to enable\n     the Chairman to serve on various committees of the Board.)\n\n     Section 4.7:\n     ------------\n\n     Added on October 14, 1998, with existing Sections 4.7 through 4.10\n     renumbered as Sections 4.8 through 4.11.\n\n     Section 6:\n     --------- \n\n     Amended and restated on October 29, 1997.\n \n     Section 7.4\n     -----------\n \n     Amended on December 16, 1999 to indicate that bylaws may be amended,\n     repealed or adopted by the stockholders or by a majority of the entire\n     Board; provided however, that a vote of a majority of the shares\n     outstanding and entitled to vote shall be required to effect any such\n     amendment by the stockholders.\n\n                                       15\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7030],"corporate_contracts_industries":[9488],"corporate_contracts_types":[9573,9574],"class_list":["post-41435","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-catellus-development-corp","corporate_contracts_industries-real__operators","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41435","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41435"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41435"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41435"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41435"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}