{"id":41457,"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-kb-home.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-kb-home","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-kb-home.html","title":{"rendered":"By-laws &#8211; KB Home"},"content":{"rendered":"<pre>                                     BY-LAWS\n                                       OF\n                                     KB HOME\n                     (amended and restated January 17, 2001)\n\n                                    * * * * *\n\n                                    ARTICLE I\n                                     OFFICES\n\n\n               Section 1. Registered Office. The registered office shall be in\nCounty of Kent, State of Delaware.\n\n               Section 2. Other Offices. The Corporation may also have offices\nat such other places both within and without the State of Delaware as the Board\nof Directors may from time to time determine or the business of the Corporation\nmay require.\n\n               Section 3. The books of the Corporation may be kept within or\nwithout the State of Delaware as the Board of Directors may from time to time\ndetermine or the business of the Corporation may require.\n\n\n                                   ARTICLE II\n                             MEETING OF STOCKHOLDERS\n\n\n               Section 1. Time and Place of Meetings. All meetings of\nstockholders shall be held at such place, either within or without the State of\nDelaware, on such date and at such time as may be determined from time to time\nby the Board of Directors (or the Chairman in the absence of a designation by\nthe Board of Directors).\n\n               Section 2. Annual Meeting. Annual meetings of stockholders, shall\nbe held to elect such members of the Board of Directors necessary to fill any\nexpired terms or vacancies and to transact such other business as may properly\nbe brought before the meeting.\n\n               Section 3. Special Meetings. Special meetings of stockholders may\nbe called by the Board of Directors or the Chairman of the Board. The power of\nthe Stockholders to request a special meeting of the Stockholders is expressly\ndenied.\n\n               Section 4. Notice of Meetings and Adjourned Meetings: Waivers of\nNotice. (a) whenever stockholders are required or permitted to take any action\nat a meeting, a written notice of the meeting shall be given which shall state\nthe place, date and hour of the meeting,\n\n\n   2\nand, in the case of a special meeting, the purpose or purposes for which the\nmeeting is called. Unless otherwise provided by the General Corporation Law of\nthe State of Delaware (\"Delaware Law\"), such notice shall be given not less than\n10 nor more than 60 days before the date of the meeting to each stockholder of\nrecord entitled to vote at such meeting. Unless these by-laws otherwise require\nwhen a meeting is adjourned to another time or place (whether or not a quorum is\npresent), notice need not be given of the adjourned meeting if the time and\nplace thereof are announced at the meeting at which the adjournment is taken. At\nthe adjourned meeting, the Corporation may transact any business which might\nhave been transacted at the original meeting. If the adjournment is for more\nthan 30 days, or after the adjournment a new record date is fixed for the\nadjourned meeting, a notice of the adjourned meeting shall be given to each\nstockholder of record entitled to vote at the meeting.\n\n               (b) A written waiver of any such notice signed by the person\nentitled thereto, whether before or after the time stated therein, shall be\ndeemed equivalent to notice. Attendance of a person at a meeting shall\nconstitute a waiver of notice of such meeting, except when the person attends\nthe meeting for the express purpose of objecting, at the beginning of the\nmeeting, to the transaction of any business because the meeting is not lawfully\ncalled or convened. Business transacted at any special meeting of stockholders\nshall be limited to the purposes stated in the notice.\n\n               Section 5. Quorum. Unless otherwise provided under the\nCertificate of Incorporation or these By-laws and subject to Delaware law, the\npresence, in person or by proxy, of the holders of a majority of the outstanding\ncapital stock of the Corporation entitled to vote at a meeting of stockholders,\nshall constitute a quorum for the transaction of business.\n\n               Section 6. Voting. (a) Unless otherwise provided in the\nCertificate of Incorporation and subject to Delaware Law, each stockholder shall\nbe entitled to one vote for each outstanding share of capital stock of the\nCorporation held by such stockholder. Unless otherwise provided in Delaware Law,\nthe Certificate of Incorporation or these By-laws, the affirmative vote of a\nmajority of the shares of capital stock of the Corporation present, in person or\nby proxy, at a meeting of stockholders and entitled to vote on the subject\nmatter shall be the act of the stockholders.\n\n               (b) Each stockholder entitled to vote at a meeting of\nstockholders may authorize another person or persons to act for him by proxy,\nbut no such proxy shall be voted or acted upon after three years from its date,\nunless the proxy provides for a longer period.\n\n               (c) Notwithstanding the provisions of paragraph (a) of this\nSection 6 or any other provisions of the Certificate of Incorporation or these\nBy-laws (and notwithstanding that a lesser percentage may be allowed by law), no\nalteration, amendment, addition to or repeal of Section 2 of Article III hereof\nshall be made except by vote of the Board of Directors or by the affirmative\nvote of the holders of not less than 80% of the combined voting power of the\nthen outstanding capital stock of this Corporation.\n\n               Section 7. Organization. At each meeting of stockholders, the\nChairman of the Board, if one shall have been elected, (or at his designation,\nin his absence or if one shall not have\n\n   3\n\nbeen elected, the President) shall act as chairman of the meeting. The Secretary\n(or in his absence or inability to act, the person whom the chairman of the\nmeeting shall appoint secretary of the meeting) shall act as secretary of the\nmeeting and keep the minutes thereof.\n\n\n                                   ARTICLE III\n                                    DIRECTORS\n\n\n               Section 1. General Powers. Except as otherwise provided in\nDelaware Law or the Certificate of Incorporation, the business and affairs of\nthe Corporation shall be managed by or under the direction of the Board of\nDirectors.\n\n               Section 2. Number. Election and Term of Office. (a) The Board of\nDirectors shall consist of not less than three nor more than twelve. The number\nof directors shall initially be eight. The directors shall be elected at the\nannual meeting of the stockholders, except as provided in Section 12 of this\nArticle, and each director so elected shall hold office until term shall expire\nand until his successor is elected and qualified or until his earlier death,\nresignation or removal. Directors need not be stockholders.\n\n               (b) The directors shall be divided, with respect to the terms for\nwhich they severally hold office, into three classes, as nearly equal in number\nas the then total number of directors constituting the whole Board of Directors\npermits, as determined by the Board of Directors, with the term of office of one\nclass expiring each year. At the annual meeting of stockholders in 1989, at\nwhich directors shall initially be classified, directors of the first class\nshall be elected to hold office for a term expiring at the annual meeting of\nstockholders in 1990, directors of the second class shall be elected to hold\noffice for a term expiring at the annual meeting of stockholders in 1991 and\ndirectors of the third class shall be elected to hold office for a term expiring\nat the annual meeting of stockholders in 1992, with each class of directors to\nhold office until their successors are duly elected and qualified. At each\nannual meeting of stockholders following such initial classification and\nelection, directors elected to succeed those directors whose terms shall then\nexpire, other than those directors elected as provided in paragraph (c) by a\nseparate class vote of the holders of any class or series of stock having a\npreference over the Common Stock as to dividends or upon liquidation of the\nCorporation, shall be elected to hold office for a term expiring at the third\nsucceeding annual meeting of stockholders after such election. In the event of\nany increase in the number of directors of the Corporation, the additional\ndirector or directors shall be so classified that all classes of directors shall\nbe as nearly equal in number as may be possible, as determined by the Board of\nDirectors. In the event of any decrease in the number of directors of the\nCorporation, all classes of directors shall be decreased in number as nearly\nequally as may be possible, as determined by the Board of Directors. No decrease\nin the number of directors shall shorten the term of any incumbent director.\n\n               (c) If at any time the holders of any class or series of stock of\nthe Corporation having a preference over the Common Stock as to dividends or\nupon liquidation of the\n\n   4\n\nCorporation are entitled, by a separate class vote, to elect directors pursuant\nto the terms of this Certificate of Incorporation (as it may be amended from\ntime to time), then the provisions of the Certificate of Incorporation with\nrespect to their rights shall apply. Except as otherwise expressly provided in\nthe Certificate of Incorporation (including any Certificate of Designation\nhereto) the directors that may be so elected by the holders of any such class or\nseries of stock shall be elected for terms expiring at the next annual meeting\nof stockholders and, without regard (insert page 5) to the classification of the\nremaining members of the Board, of Directors, vacancies among directors so\nelected by the separate class vote of any such class or series of stock shall be\nfilled by the remaining directors elected by such class or series, or, if there\nare no such remaining directors, by the holders of such class or series in the\nsame manner in which such class or series initially elected directors.\n\n               (d) If at any meeting for the election of directors, more than\none class of stock, voting separately as classes, shall be entitled to elect one\nor more directors and there shall be a quorum of only one such class of stock,\nthat class of stock shall be entitled to elect its quota of directors\nnotwithstanding the absence of a quorum of the other class of classes of stock.\n\n               Section 3. Quorum and Manner of Acting. Unless the Certificate of\nIncorporation of these By-laws require a greater number, a majority of the total\nnumber of directors shall constitute a quorum for the transaction of business,\nand the affirmative vote of a majority to the directors present at meeting at\nwhich a quorum is present shall be the act of the Board of Directors. When a\nmeeting is adjourned to another time and place thereof are announced at the\nmeeting at which the adjournment is taken. At the adjourned meeting, the Board\nof Directors may transact any business which might have been transacted at the\noriginal meeting. If a quorum shall not be present at any meeting of the Board\nof Directors the directors present thereat may adjourn the meeting, from time to\ntime, without notice other than announcement at the meeting, until a quorum\nshall be present.\n\n               Section 4. Time and Place of Meetings. The Board of Directors\nshall hold its meetings at such place, either within or without the State of\nDelaware, and at such time as may be determined from time to time by the Board\nof Directors (or the Chairman in the absence of a determination by the Board of\nDirectors).\n\n               Section 5. Annual Meeting. The Board of Directors shall meet for\nthe purpose of organization, the election of officers and the transaction of\nother business, as soon as practicable after each annual meeting of\nstockholders, on the same day and at the same place where such annual meeting\nshall be held. Notice of such meeting need not be given. In the event such\nannual meeting is not so held, the annual meeting of the Board of Directors may\nbe held at such place either within or without the State of Delaware, on such\ndate and at such time as shall be specified in a notice thereof given as\nhereinafter provided in Section 7 of this Article III or in a waiver of notice\nthereof signed by all the directors.\n\n               Section 6. Regular Meetings. After the place and time of regular\nmeetings of the Board of Directors shall have been determined and notice thereof\nshall have been once given to\n\n\n   5\n\neach member of the Board of Directors, regular meetings may be held without\nfurther notice being given.\n\n               Section 7. Special Meetings. Special meetings of the Board of\nDirectors may be called by the Chairman of the Board or the President and shall\nbe called by the Chairman of the Board, President, or Secretary on the written\nrequest of three directors. Notice of special meetings of the Board of Directors\nshall be given to each director in such manner as is determined by the Board of\nDirectors at least three days before the date of the meeting.\n\n               Section 8. Committees. The Board of Directors may, by resolution\npassed by a majority of the whole Board, designate one or more committees, each\ncommittee to consist of one or more of the directors of the Corporation. The\nBoard may designate one or more directors as alternate members of any committee,\nwho may replace any absent or disqualified member at any meeting of the\ncommittee. Any such committee, to the extent provided in the resolution of the\nBoard of Directors, shall have and may exercise all the powers and authority of\nthe Board of Directors in the management of the business and affairs of the\nCorporation, and may authorize the seal of the Corporation to be affixed to all\npapers which may require it; but no such committee shall have the power or\nauthority in reference to amending the Certificate of Incorporation, adopting an\nagreement of merger or consolidation, recommending to the stockholders the sale,\nlease or exchange of all or substantially all of the Corporation's property and\nassets, recommending to the stockholders a dissolution of the Corporation or a\nrevocation of a dissolution, or amending the By-laws of the Corporation; and\nunless the resolution of the Board of Directors or the Certificate of\nIncorporation expressly so provide, no such committee shall have the power or\nauthority to declare a dividend or to authorize the issuance of stock. Each\ncommittee shall keep regular minutes of its meetings and report the same to the\nBoard of Directors when required.\n\n               Section 9. Action by Consent. Unless otherwise restricted by the\nCertificate of Incorporation or these Bylaws, any action required or permitted\nto be taken at any meeting of the Board of Directors or of any committee thereof\nmay be taken without a meeting, if all members of the Board or committee, as the\ncase may be, consent thereto in writing, and the writing or writings are filed\nwith the minutes of proceedings of the Board or committee.\n\n               Section 10. Telephonic Meetings. Unless otherwise restricted by\nthe Certificate of Incorporation or these By-laws, members of the Board of\nDirectors, or any committee designated by the Board of Directors, may\nparticipate in a meeting of the Board of Directors, or such committee, as the\ncase may be, by means of conference telephone or similar communications\nequipment by means of which all persons participating in the meeting can hear\neach other, and such participation in a meeting shall constitute presence in\nperson at the meeting.\n\n               Section 11. Resignation. Any director may resign at any time by\ngiving written notice to the Board of Directors or to the Secretary of the\nCorporation. The resignation of any director shall take effect upon receipt of\nnotice thereof or at such later time as shall be specified in such notice; and\nunless otherwise specified therein, the acceptance of such resignation shall not\nbe necessary to make it effective.\n\n\n   6\n\n               Section 12. Vacancies. Unless otherwise provided in the\nCorporation's Certificate of Incorporation, vacancies and newly created\ndirectorships resulting from any increase in the authorized number of directors\nmay be filled by a majority of the directors then in office, though less than a\nquorum, or by a sole remaining director. Each director so chosen shall hold\noffice until the expiration of his term and until his successor is elected and\nqualified, or until his earlier death, resignation or removal. If there are no\ndirectors in office, then an election of directors may be held in accordance\nwith Delaware Law. Unless otherwise provided in the Corporation's Certificate of\nIncorporation, when one or more directors shall resign from the Board, effective\nat a future date, a majority of the directors then in office, including those\nwho have so resigned, shall have the power to fill such vacancy or vacancies,\nthe vote thereon to take effect when such resignation or resignations shall\nbecome effective, and each director so chosen shall hold office as provided in\nthe filling of other vacancies.\n\n               Section 13. Compensation. Unless otherwise restricted by the\nCertificate of Incorporation or these Bylaws, the Board of Directors shall have\nauthority to fix the compensation, of directors, including fees and\nreimbursement of expenses, except that no compensation shall be paid to\ndirectors who are employees of the Corporation.\n\n\n                                   ARTICLE IV\n                                    OFFICERS\n\n\n               Section 1. Principal Officers. The principal officers of the\nCorporation shall be Chairman of the Board of Directors, a President, one or\nmore Vice Presidents, a Treasurer and a Secretary who shall have the duty, among\nother things, to record the proceedings of the meetings of stockholders and\ndirectors in a book kept for that purpose. The Corporation may also have such\nother principal officers, including one or more Controllers, as the Board may in\nits discretion appoint. One person may hold the offices and perform the duties\nof any two or more of said offices, except that no one person shall hold the\noffices and perform the duties of Chairman of the Board and Secretary.\n\n               Section 2. Election. Term of Office and Remuneration. The\nprincipal officers of the Corporation shall be elected annually by the Board of\nDirectors at the annual meeting thereof. Each such officer shall hold office\nuntil his successor is elected and qualified, or until his earlier death,\nresignation or removal. The remuneration of all officers of the Corporation\nshall be fixed by the Board of Directors. Any vacancy in any office shall be\nfilled in such manner as the Board of Directors shall determine.\n\n               Section 3. Subordinate Officers. In addition to the principal\nofficers enumerated in Section 1 of this Article IV, the Corporation may have\none or more Assistant Treasurers, Assistant Secretaries and Assistant\nControllers and such other subordinate officers, agents and employees as the\nBoard of Directors may deem necessary, each of whom shall hold office for such\nperiod as the Board of Directors may from time to time determine. The Board of\nDirectors may delegate to\n\n   7\n\nany principal officer the power to appoint and to remove any such subordinate\nofficers, agents or employees.\n\n               Section 4. Removal. Except as otherwise permitted with respect to\nsubordinate officers, any officer may be removed, with or without cause, at any\ntime, by resolution adopted by the Board of Directors.\n\n               Section 5. Resignations. Any officer may resign at any time by\ngiving written notice to the Board of Directors (or to a principal officer if\nthe Board of Directors has delegated to such principal officer the power to\nappoint and to remove such officer). The resignation of any officer shall take\neffect upon receipt of notice thereof or at such later time as shall be\nspecified in such notice; and unless otherwise specified therein, the acceptance\nof such resignation shall not be necessary to make it effective.\n\n               Section 6. Powers and Duties. The Board of Directors may\ndesignate an officer as the Chief Executive Officer. The Chief Executive Officer\nshall, subject to the direction and control of the Board of Directors, be the\ngeneral manager of, and supervise and direct, the business and affairs of the\nCorporation and conduct of the officers of the Corporation. The other officers\nof the Corporation shall have such powers and perform such duties incident to\neach of their respective offices and such other duties as may from time to time\nbe conferred upon or assigned to them by the Board of Directors.\n\n\n                                    ARTICLE V\n                               GENERAL PROVISIONS\n\n\n               Section 1. (a) Fixing the Record Date. In order that the\nCorporation may determine the stockholders entitled to notice of or to vote at\nany meeting of stockholders or any adjournment thereof, or to express consent to\ncorporate action in writing without a meeting, or entitled to receive payment of\nany dividend or other distribution or allotment of any rights, or entitled to\nexercise any rights in respect of any change, conversion or exchange of stock or\nfor the purpose of any other lawful action, the Board of Directors may fix, in\nadvance, a record date, which shall not be more than 60 or less than 10 days\nbefore the date of such meeting, nor more than 60 days prior to any other\naction. A determination of stockholders of record entitled to notice of or to\nvote at a meeting of stockholders shall apply to any adjournment of the meeting;\nprovided, however, that the Board of Directors may fix a new record date for the\nadjourned meeting.\n\n               (b) If no record date is fixed by the Board of Directors:\n\n               (i) The record date for determining shareholders entitled to\n        notice of or to vote at a meeting of stockholders shall be at the close\n        of business on the business day next preceding the day on which notice\n        is given or, if notice is waived, at the close of business on the\n        business day next preceding the day on which the meeting is held; and\n\n   8\n\n               (ii) The record date for determining shareholders for any other\n        purpose shall be at the close of business on the day on which the Board\n        adopts the resolution relating thereto.\n\n               Section 2. Dividends. Subject to limitations contained in\nDelaware Law and the Certificate of Incorporation, the Board of Directors may\ndeclare and pay dividends upon the shares of capital stock of the Corporation,\nwhich dividends may be paid either in cash, in property, or in shares of the\ncapital stock of the Corporation.\n\n               Section 3. Fiscal Year. The fiscal year of the Corporation shall\ncommence on December 1 and end on November 30 of each year.\n\n               Section 4. Corporate Seal. The corporate seal shall have\ninscribed thereon the name of the Corporation, the year of its organization and\nthe words \"Corporate Seal, Delaware\". The seal may be used by causing it or a\nfacsimile thereof to be impressed, affixed or otherwise reproduced.\n\n               Section 5. Voting of Stock Owned by the Corporation. The Board of\nDirectors may authorize any person, on behalf of the Corporation, to attend,\nvote and grant proxies to be used at any meeting of stockholders of any\ncorporation (except this Corporation) in which the Corporation may hold stock.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7964],"corporate_contracts_industries":[9480],"corporate_contracts_types":[9573,9574],"class_list":["post-41457","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-kb-home","corporate_contracts_industries-construction__contractors","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\/41457","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=41457"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41457"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41457"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41457"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}