{"id":41519,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/bylaws-fluor-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-fluor-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-fluor-corp.html","title":{"rendered":"Bylaws &#8211; Fluor Corp."},"content":{"rendered":"<pre>                             \n                             Amended and Restated\n                                     BYLAWS\n                          (as amended March 13, 2001)\n                                       OF\n                               FLUOR CORPORATION\n                            (a Delaware corporation)\n\n                                   ARTICLE I\n\n\n                                    OFFICES\n\n     Section 1.01  Registered Office.  The registered office of FLUOR\n                   -----------------                                 \nCORPORATION (hereinafter called the \"Corporation\") in the State of Delaware\nshall be at 9 East Loockerman Street, City of Dover, County of Kent, 19901 and\nthe name of the registered agent at that address shall be National Registered\nAgents, Inc.\n\n     Section 1.02  Principal Office.  The principal office for the transaction\n                   ----------------                                           \nof the business of the Corporation shall be at One Enterprise Drive, Aliso\nViejo, California 92656.  The Board of Directors (hereinafter called the\n\"Board\") is hereby granted full power and authority to change said principal\noffice from one location to another.\n\n     Section 1.03  Other Offices.  The Corporation may also have an office or\n                   -------------                                             \noffices at such other place or places, either within or without the State of\nDelaware, as the Board may from time to time determine or as the business of the\nCorporation may require.\n\n                                   ARTICLE II\n\n                            MEETINGS OF STOCKHOLDERS\n\n     Section 2.01  Annual Meetings.  Annual meetings of the stockholders of the\n                   ---------------                                             \nCorporation for the purpose of electing directors and for the transaction of\nsuch other proper business as may come before such meetings may be held at such\ntime, date and place as the Board shall determine by resolution.\n\n     Section 2.02  Special Meetings.  Special meetings of the stockholders of\n                   ----------------                                          \nthe Corporation for any purpose or purposes may be called at any time by the\nBoard or by a committee of the Board which has been duly created by the Board\nand whose powers and authority, as provided in a resolution of the Board or in\nthe Bylaws of the Corporation, include the power to call such meetings, but such\nspecial meetings may not be  called by any other person or persons; provided,\nhowever, that if and to the extent that any special meeting of stockholders may\nbe called by any other person or persons specified in any provisions of the\nCertificate of Incorporation or any amendment thereto or any certificate filed\nunder Section 151(g) of the General Corporation Law of the State of Delaware (or\nits successor statute as in effect from time to time hereafter), then such\nspecial meeting may also be called by the person or persons, in the manner, at\nthe times and for the purposes so specified.\n\n                                       1\n\n \n     Section 2.03  Place of Meetings.  All meetings of the stockholders shall be\n                   -----------------                                            \nheld at such places, within or without the State of Delaware, as may from time\nto time be designated by the person or persons calling the respective meeting\nand specified in the respective notices or waivers of notice thereof.\n\n     Section 2.04  Notice of Stockholder Business and Nominations.\n                   ---------------------------------------------- \n\n     (A) Annual Meetings of Stockholders.  (1) Nominations of persons for\n         -------------------------------                                 \nelection to the Board of Directors of the Corporation and the proposal of\nbusiness to be considered by the stockholders may be made at an annual meeting\nof stockholders only (a) pursuant to the Corporation's notice of meeting (or any\nsupplement thereto), (b) by or at the direction of the Board of Directors or (c)\nby any stockholder of the Corporation who was a stockholder of record of the\nCorporation at the time the notice provided for in this Section 2.04 is\ndelivered to the Secretary of the Corporation, who is entitled to vote at the\nmeeting and who complies with the notice procedures set forth in this Section 5.\n\n          (2) For nominations or other business to be properly brought before an\nannual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of\nthis Section 2.04, the stockholder must have given timely notice thereof in\nwriting to the Secretary of the Corporation and any such proposed business other\nthan the nominations of persons for election to the Board of Directors must\nconstitute a proper matter for stockholder action.  To be timely, a\nstockholder's notice shall be delivered to the Secretary at the principal\nexecutive offices of the Corporation not later than the close of business on the\nninetieth day nor earlier than the close of business on the one hundred\ntwentieth day prior to the first anniversary of the preceding year's annual\nmeeting (provided, however, that in the event that the date of the annual\nmeeting is more than thirty days before or more than seventy days after such\nanniversary date, notice by the stockholder must be so delivered not earlier\nthan the close of business on the one hundred twentieth day prior to such annual\nmeeting and not later than the close of business on the later of the ninetieth\nday prior to such annual meeting or the tenth day following the day on which\npublic announcement of the date of such meeting is first made by the\nCorporation).  In no event shall the public announcement of an adjournment or\npostponement of an annual meeting commence a new time period (or extend any time\nperiod) for the giving of a stockholder's notice as described above.  Such\nstockholder's notice shall set forth: (a) as to each person whom the stockholder\nproposes to nominate for election as a director all information relating to such\nperson that is required to be disclosed in solicitations of proxies for election\nof directors in an election contest, or is otherwise required, in each case\npursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended\n(the \"Exchange Act\") and Rule 14a-11 thereunder (and such person's written\nconsent to being named in the proxy statement as a nominee and to serving as a\ndirector if elected); (b) as to any other business that the stockholder proposes\nto bring before the meeting, a brief description of the business desired to be\nbrought before the meeting, the text of the proposal or business (including the\ntext of any resolutions proposed for consideration and in the event that such\nbusiness includes a proposal to amend the Bylaws of the Corporation, the\nlanguage of the proposed amendment), the reasons for conducting such business at\nthe meeting and any material interest in such business of such stockholder and\nthe beneficial owner, if any, on whose behalf the proposal is made; and (c) as\nto the stockholder giving the notice and the beneficial owner, if \n\n                                       2\n\n \nany, on whose behalf the nomination or proposal is made (i) the name and address\nof such stockholder, as they appear on the Corporation's books, and of such\nbeneficial owner, (ii) the class and number of shares of capital stock of the\nCorporation which are owned beneficially and of record by such stockholder and\nsuch beneficial owner, (iii) a representation that the stockholder is a holder\nof record of stock of the Corporation entitled to vote at such meeting and\nintends to appear in person or by proxy at the meeting to propose such business\nor nomination, and (iv) a representation whether the stockholder or the\nbeneficial owner, if any, intends or is part of a group which intends (a) to\ndeliver a proxy statement and\/or form of proxy to holders of at least the\npercentage of the Corporation's outstanding capital stock required to approve or\nadopt the proposal or elect the nominee and\/or (b) otherwise to solicit proxies\nfrom stockholders in support of such proposal or nomination. The foregoing\nnotice requirements shall be deemed satisfied by a stockholder if the\nstockholder has notified the Corporation of his or her intention to present a\nproposal at an annual meeting in compliance with Rule 14a-8 (or any successor\nthereof) promulgated under the Exchange Act and such stockholder's proposal has\nbeen included in a proxy statement that has been prepared by the Corporation to\nsolicit proxies for such annual meeting. The Corporation may require any\nproposed nominee to furnish such other information as it may reasonably require\nto determine the eligibility of such proposed nominee to serve as a director of\nthe Corporation.\n\n          (3) Notwithstanding anything in the second sentence of paragraph\n(A)(2) of this Section 2.04 to the contrary, in the event that the number of\ndirectors to be elected to the Board of Directors of the Corporation at an\nannual meeting is increased and there is no public announcement by the\nCorporation naming the nominees for the additional directorships at least one\nhundred days prior to the first anniversary of the preceding year's annual\nmeeting, a stockholder's notice required by this Section 2.04 shall also be\nconsidered timely, but only with respect to nominees for the additional\ndirectorships, if it shall be delivered to the Secretary at the principal\nexecutive offices of the Corporation not later than the close of business on the\ntenth day following the day on which such public announcement is first made by\nthe Corporation.\n\n     (B) Special Meetings of Stockholders.  Only such business shall be\n         --------------------------------                              \nconducted at a special meeting of stockholders as shall have been brought before\nthe meeting pursuant to the Corporation's notice of meeting.  Nominations of\npersons for election to the Board of Directors may be made at a special meeting\nof stockholders at which directors are to be elected pursuant to the\nCorporation's notice of meeting (1) by or at the direction of the Board of\nDirectors or (2) provided that the Board of Directors has determined that\ndirectors shall be elected at such meeting, by any stockholder of the\nCorporation who is a stockholder of record at the time the notice provided for\nin this Section 2.04 is delivered to the Secretary of the Corporation, who is\nentitled to vote at the meeting and upon such election and who complies with the\nnotice procedures set forth in this Section 2.04. In the event the Corporation\ncalls a special meeting of stockholders for the purpose of electing one or more\ndirectors to the Board of Directors, any such stockholder entitled to vote in\nsuch election of directors may nominate a person or persons (as the case may be)\nfor election to such position(s) as specified in the Corporation's notice of\nmeeting, if the stockholder's notice required by paragraph (A)(2) of this\nSection 2.04 shall be delivered to the Secretary at the principal executive\noffices of the Corporation not earlier than the close of business on the one\nhundred twentieth day prior to such special meeting and not later than the close\nof business on the later of the ninetieth day prior to such special meeting or\nthe\n\n                                       3\n\n \ntenth day following the day on which public announcement is first made of\nthe date of the special meeting and of the nominees proposed by the Board of\nDirectors to be elected at such meeting.  In no event shall the public\nannouncement of an adjournment or postponement of a special meeting commence a\nnew time period (or extend any time period) for the giving of a stockholder's\nnotice as described above.\n\n     (C) General.  (1) Only such persons who are nominated in accordance with\nthe procedures set forth in this Section 2.04 shall be eligible to be elected at\nan annual or special meeting of stockholders of the Corporation to serve as\ndirectors and only such business shall be conducted at a meeting of stockholders\nas shall have been brought before the meeting in accordance with the procedures\nset forth in this Section 2.04.  Except as otherwise provided by law, the\nchairman of the meeting shall have the power and duty (a) to determine whether a\nnomination or any business proposed to be brought before the meeting was made or\nproposed, as the case may be, in accordance with the procedures set forth in\nthis Section 2.04 (including whether the stockholder or beneficial owner, if\nany, on whose behalf the nomination or proposal is made solicited (or is part of\na group which solicited) or did not so solicit, as the case may be, proxies in\nsupport of such stockholder's nominee or proposal in compliance with such\nstockholder's representation as required by clause (A)(2)(c)(iv) of this Section\n2.04) and (b) if any proposed nomination or business was not made or proposed in\ncompliance with this Section 2.04, to declare that such nomination shall be\ndisregarded or that such proposed business shall not be transacted.\nNotwithstanding the foregoing provisions of this Section 5, if the stockholder\n(or a qualified representative of the stockholder) does not appear at the annual\nor special meeting of stockholders of the Corporation to present a nomination or\nbusiness, such nomination shall be disregarded and such proposed business shall\nnot be transacted, notwithstanding that proxies in respect of such vote may have\nbeen received by the Corporation.\n\n          (2) For purposes of this Section 2.04, \"public announcement\" shall\ninclude disclosure in a press release reported by the Dow Jones News Service,\nAssociated Press or comparable national news service or in a document publicly\nfiled by the Corporation with the Securities and Exchange Commission pursuant to\nSection 13, 14 or 15(d) of the Exchange Act.\n\n          (3) Notwithstanding the foregoing provisions of this Section 2.04, a\nstockholder shall also comply with all applicable requirements of the Exchange\nAct and the rules and regulations thereunder with respect to the matters set\nforth in this Section 2.04.  Nothing in this Section 2.04 shall be deemed to\naffect any rights (a) of stockholders to request inclusion of proposals in the\nCorporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or\n(b) of the holders of any series of Preferred Stock to elect directors pursuant\nto any applicable provisions of the certificate of incorporation.\n\n     Section 2.05  Notice of Meetings.  Except as otherwise required by law, the\n                   ------------------                                           \ncertificate of incorporation or the Bylaws, notice of each meeting of the\nstockholders, whether annual or special, shall be given not less than 10 nor\nmore than 60 days before the date of the meeting to each stockholder of record\nentitled to vote at such meeting by delivering a notice thereof to him or her\npersonally, or by depositing such notice in the United States mail, in a postage\nprepaid envelope, directed to him or her at his or her post office address\nfurnished by him or her to the Secretary of the Corporation for such purpose or,\nif he or she shall not have furnished to the \n\n                                       4\n\n \nSecretary his or her address for such purposes [or if otherwise consented to by\nsuch stockholder], then at his or her post office address last known to the\nSecretary, or by transmitting a notice thereof to him or her at such address by\nmeans of electronic transmission. Except as otherwise expressly required by law,\nno publication of any notice of a meeting of the stockholders shall be required.\nEvery notice of a meeting of the stockholders shall state the place, date and\nhour of the meeting, and, in the case of a special meeting, shall also state the\npurpose or purposes for which the meeting is called. Notice of any meeting of\nstockholders shall not be required to be given to any stockholder who shall have\nwaived such notice and such notice shall be deemed waived by any stockholder who\nshall attend such meeting in person or by proxy, except a stockholder who shall\nattend such meeting for the express purpose of objecting, at the beginning of\nthe meeting, to the transaction of any business because the meeting is not\nlawfully called or convened. Except as otherwise expressly required by law,\nnotice of any adjourned meeting of the stockholders need not be given if the\ntime and place thereof are announced at the meeting at which the adjournment is\ntaken.\n\n     Section 2.06  Quorum.  Except in the case of any meeting for the election\n                   ------                                                     \nof directors summarily ordered as provided by law, the holders of record of a\nmajority of the voting power of the shares of stock of the Corporation entitled\nto be voted thereat, present in person or by proxy, shall constitute a quorum\nfor the transaction of business at any meeting of the stockholders of the\nCorporation or any adjournment thereof.  In the absence of a quorum at any\nmeeting or any adjournment thereof, the holders of a majority of the voting\npower of the stockholders present in person or by proxy and entitled to vote\nthereat or, in the absence therefrom of all the stockholders, any officer\nentitled to preside at, or to act as secretary of, such meeting may adjourn such\nmeeting from time to time.  At any such adjourned meeting at which a quorum is\npresent any business may be transacted which might have been transacted at the\nmeeting as originally called.\n\n     Section 2.07  Voting.\n                   ------ \n\n     (a) Except as otherwise provided by or pursuant to the provisions of the\ncertificate of incorporation, each stockholder entitled to vote at any meeting\nof stockholders shall be entitled to one vote for each share of stock held by\nsuch stockholder which has voting power upon the matter in question.  Each\nstockholder shall, at each meeting of the stockholders, be entitled to vote in\nperson or by proxy each share or fractional share of the stock of the\nCorporation having voting rights on the matter in question and which shall have\nbeen held by him or her and registered in his or her name on the books of the\nCorporation:\n\n         (i) on the date fixed pursuant to Section 6.05 of the Bylaws as the\nrecord date for the determination of stockholders entitled to notice of and to\nvote at such meeting, or\n\n         (ii) if no such record date shall have been so fixed, then (a) at the\nclose of business on the day next preceding the day on which notice of the\nmeeting shall be given or (b) if notice of the meeting shall be waived, at the\nclose of business on the day next preceding the day on which meeting shall be\nheld.\n\n                                       5\n\n \n     (b) Shares of its own stock belonging to the corporation or to another\ncorporation, if a majority of the shares entitled to vote in the election of\ndirectors of such other corporation is held, directly or indirectly, by the\ncorporation, shall neither be entitled to vote nor be counted for quorum\npurposes; provided, however, that the foregoing shall not limit the right of the\ncorporation or any subsidiary of the corporation to vote stock, including but\nnot limited to its own stock, held by it in a fiduciary capacity.  Persons\nholding stock of the Corporation in a fiduciary capacity shall be entitled to\nvote such stock. Persons whose stock is pledged shall be entitled to vote,\nunless in the transfer by the pledgor on the books of the Corporation such\nperson has expressly empowered the pledgee to vote thereon, in which case only\nthe pledgee, or such person's proxy, may represent such stock and vote thereon.\nStock having voting power standing of record in the names of two or more\npersons, whether fiduciaries, members of a partnership, joint tenants, tenants\nin common, tenants by the entirety or otherwise, or if two or more persons have\nthe same fiduciary relationship respecting the same shares, shall be voted in\naccordance with the provisions of the General Corporation Law of the State of\nDelaware.\n\n     (c) Any such voting rights may be exercised by the stockholder entitled\nthereto in person or by his or her proxy or by his or her attorney thereunto\nauthorized and delivered to the secretary of the meeting; provided, however,\nthat no proxy shall be voted or acted upon after three years from its date\nunless said proxy shall provide for a longer period.  The attendance at any\nmeeting by a stockholder who may theretofore have given a proxy shall not have\nthe effect of revoking the same unless he or she shall in writing so notify the\nsecretary of the meeting prior to the voting of the proxy.  At all meetings of\nstockholders for the election of directors a plurality of the votes cast shall\nbe sufficient to elect.  All other elections and questions shall, unless\notherwise provided by the certificate of incorporation, these by-laws, the rules\nor regulations of any stock exchange applicable to the corporation, or\napplicable law or pursuant to any regulation applicable to the corporation or\nits securities, be decided by the affirmative vote of the holders of a majority\nin voting power of the shares of stock of the corporation which are present in\nperson or by proxy and entitled to vote thereon.  The vote at any meeting of the\nstockholders on any question need not be by ballot, unless so directed by the\nchairman of the meeting.  On a vote by ballot each ballot shall be signed by the\nstockholder voting, or by his or her proxy, if there be such proxy, and it shall\nstate the number of shares voted.\n\n     Section 2.08  List of Stockholders.  The Secretary shall prepare and make,\n                   --------------------                                        \nat least ten (10) days before every meeting of stockholders, a complete list of\nthe stockholders entitled to vote at the meeting, arranged in alphabetical\norder, and showing the address of each stockholder and the number of shares\nregistered in the name of each stockholder.  Such list shall be open to the\nexamination of any stockholder, for any purpose germane to the meeting, as\nrequired by applicable law.  Except as otherwise provided by law, the stock\nledger shall be the only evidence as to who are the stockholders entitled to\nexamine the stock ledger, the list of stockholders or the books of the\ncorporation, or to vote in person or by proxy at any meeting of stockholders.\n\n     Section 2.09  Inspectors of Election.  The corporation may, and shall if\n                   ----------------------                                    \nrequired by law, in advance of any meeting of stockholders, appoint one or more\ninspectors of election, who may be employees of the corporation, to act at the\nmeeting or any adjournment thereof and to make a written report thereof.  The\ncorporation may designate one or more persons as alternate inspectors to replace\nany inspector who fails to act.  In the event that no inspector so appointed \n\n                                       6\n\n \nor designated is able to act at a meeting of stockholders, the person presiding\nat the meeting shall appoint one or more inspectors to act at the meeting. Each\ninspector, before entering upon the discharge of his or her duties, shall take\nand sign an oath to execute faithfully the duties of inspector with strict\nimpartiality and according to the best of his or her ability. The inspector or\ninspectors so appointed or designated shall (i) ascertain the number of shares\nof capital stock of the corporation outstanding and the voting power of each\nsuch share, (ii) determine the shares of capital stock of the corporation\nrepresented at the meeting and the validity of proxies and ballots, (iii) count\nall votes and ballots, (iv) determine and retain for a reasonable period a\nrecord of the disposition of any challenges made to any determination by the\ninspectors, and (v) certify their determination of the number of shares of\ncapital stock of the corporation represented at the meeting and such inspectors'\ncount of all votes and ballots. Such certification and report shall specify such\nother information as may be required by law. In determining the validity and\ncounting of proxies and ballots cast at any meeting of stockholders of the\ncorporation, the inspectors may consider such information as is permitted by\napplicable law. No person who is a candidate for an office at an election may\nserve as an inspector at such election.\n\n\n                                  ARTICLE III\n\n                               BOARD OF DIRECTORS\n\n     Section 3.01  General Powers.  The property, business and affairs of the\n                   --------------                                            \nCorporation shall be managed by the Board.\n\n     Section 3.02  Number. The authorized number of Directors of the Corporation\n                   ------                                                       \nshall be fourteen and such authorized number shall not be changed except by a\nBylaw or amendment thereof duly adopted by the stockholders in accordance with\nthe Certificate of Incorporation or by the Board amending this Section 3.02.\n\n     Section 3.03  Election of Directors.  The directors shall be elected by the\n                   ---------------------                                        \nstockholders of the Corporation, and at each election the persons receiving the\ngreatest number of votes, up to the number of directors then to be elected,\nshall be the persons then elected.  The election of directors is subject to any\nprovisions contained in the Certificate of Incorporation relating thereto,\nincluding any provisions for a classified board.\n\n     Section 3.04  Mandatory Retirement.  The Chairman of the Board and the\n                   --------------------                                    \nPresident and any former Chairman of the Board and any former President, if\nserving as a director of the Corporation at age 72, shall retire from the Board\nat the end of the calendar year in which his or her 72nd birthday occurs.  Each\nother employee or former employee of the Corporation or its subsidiaries serving\nas a director of the Corporation at age 65 shall retire from the Board at the\nend of the calendar year in which his or her 65th birthday occurs unless the\nChairman of the Board recommends and the Board approves his or her continued\nservice as a non-employee director.  Each other employee of the Corporation or\nits subsidiaries under age 65 serving as a director of the Corporation who\nelects to take early retirement or who for any other reason is no longer an\nofficer of the Corporation or its subsidiaries shall retire from the Board as of\nthe date he or she ceases to be an officer unless the Chairman of the Board\nrecommends and the Board approves his or her continued directorship.  Each non-\nemployee director of the Corporation \n\n                                       7\n\n \nserving at age 72 shall retire from the Board at the end of the calendar year in\nwhich his or her 72nd birthday occurs. For purposes of this Section, \"end of the\ncalendar year\" shall include the period ending with the seventh day of January\nnext following.\n\n     Section 3.05  Resignations.  Any director of the Corporation may resign at\n                   ------------                                                \nany time by giving written notice to the Board or to the Secretary of the\nCorporation.  Any such resignation shall take effect at the time specified\ntherein, or, if the time be not specified, it shall take effect immediately upon\nits receipt; and, unless otherwise specified therein, the acceptance of such\nresignation shall not be necessary to make it effective.\n\n     Section 3.06  Vacancies.  Except as otherwise provided in the Certificate\n                   ---------                                                  \nof Incorporation, any vacancy in the Board, whether because of death,\nresignation, disqualification, an increase in the number of directors, or any\nother cause, shall be filled solely by the affirmative vote of a majority of the\nremaining directors then in office, even though less than a quorum of the Board.\nAny director so chosen shall hold office until the next election of the class\nfor which such director shall have been chosen and until such director's\nsuccessor shall be elected and qualified.  No decrease in the number of\ndirectors shall shorten the term of any incumbent director.\n\n     Section 3.07  Place of Meeting, etc.  The Board may hold any of its\n                   ---------------------                                \nmeetings at such place or places within or without the State of Delaware and at\nsuch times as the Board may from time to time determine.  Directors may\nparticipate in any regular or special meeting of the Board by means of\nconference telephone or other communications equipment pursuant to which all\npersons participating in the meeting of the Board can hear each other, and such\nparticipation shall constitute presence in person at such meeting.\n\n     Section 3.08  First Meeting.  The Board shall meet as soon as practicable\n                   -------------                                              \nafter each annual election of directors and notice of such first meeting shall\nnot be required.\n\n     Section 3.09  Regular Meetings.  Regular meetings of the Board may be held\n                   ----------------                                            \nat such times as the Board shall from time to time by resolution determine.  If\nany day fixed for a meeting shall be a legal holiday at the place where the\nmeeting is to be held, then the meeting shall be held at the same hour and place\non the next succeeding business day not a legal holiday.  Except as provided by\nlaw, notice of regular meetings need not be given.\n\n     Section 3.10  Special Meetings.  Special meetings of the Board may be\n                   ----------------                                       \ncalled at any time by the Chairman of the Board or the President or by any two\ndirectors, to be held at the principal office of the Corporation, or at such\nother place or places, within or without the State of Delaware, as the person or\npersons calling the meeting may designate.  Notice of all special meetings of\nthe Board shall be given to each director by two days' service of the same by\ntelegram, by letter, or personally.  Such notice may be waived by any director\nand any meeting shall be a legal meeting without notice having been given if all\nthe directors shall be present thereat or if those not present shall, either\nbefore or after the meeting, sign a written waiver of notice of, or a consent\nto, such meeting or shall after the meeting sign the approval of the minutes\nthereof.  All such waivers, consents or approvals shall be filed with the\ncorporate records or be made a part of the minutes of the meeting.\n\n                                       8\n\n \n     Section 3.11  Quorum and Manner of Acting.  Except as otherwise provided in\n                   ---------------------------                                  \nthe Bylaws or by law, the presence of a majority of the whole Board of Directors\nshall constitute a quorum for the transaction of business at any meeting of the\nBoard, and all matters shall be decided at any such meeting, a quorum being\npresent, by the affirmative votes of a majority of the directors present.  In\nthe absence of a quorum, a majority of directors present at any meeting may\nadjourn the same from time to time until a quorum shall be present.  Notice of\nany adjourned meeting need not be given.  The directors shall act only as a\nBoard, and the individual directors shall have no power as such.\n\n     Section 3.12  Action by Consent.  Unless otherwise restricted by the\n                   -----------------                                     \ncertificate of incorporation or these by-laws, any action required or permitted\nto be taken at any meeting of the Board of Directors, or of any committee\nthereof, may be taken without a meeting if all members of the Board of Directors\nor such committee, as the case may be, consent thereto in writing or by\nelectronic means, and such consents are filed with the minutes of proceedings of\nthe Board of Directors or such committee.\n\n     Section 3.13  Compensation.  No stated salary need be paid directors, as\n                   ------------                                              \nsuch, for their services, but, by resolution of the Board, a fixed sum and\nexpenses of attendance, if any, may be allowed for attendance at each regular or\nspecial meeting of the Board or an annual directors' fee may be paid; provided\nthat nothing herein contained shall be construed to preclude any director from\nserving the Corporation in any other capacity and receiving compensation\ntherefore.  Members of special or standing committees may be allowed like\ncompensation for attending committee meetings.\n\n     Section 3.14  Committees.  The Board may, by resolution passed by the\n                   ----------                                             \nBoard, designate one or more committees, each committee to consist of one or\nmore of the directors of the Corporation.  Former employees of the Corporation\nor its subsidiaries who are no longer officers of the Corporation or its\nsubsidiaries, if serving as a director of the Corporation, shall not be eligible\nto serve as a member of any committee of the Board.  Except as otherwise\nprovided in the Board resolution designating a committee, the presence of a\nmajority of the authorized number of members of such committee shall be required\nto constitute a quorum for the transaction of business at any meeting of such\ncommittee.  Any such committee, to the extent provided in the resolution of the\nBoard, shall have and may exercise all the powers and authority of the Board in\nthe management of the business and affairs of the Corporation, and may authorize\nthe seal of the Corporation to be affixed to all papers which may require it;\nbut no such committee shall have any power or authority in reference to amending\nthe Certificate of Incorporation, adopting an agreement of merger or\nconsolidation, recommending to the stockholders the sale, lease or exchange of\nall or substantially all of the Corporation's property and assets, recommending\nto the stockholders a dissolution of the Corporation or a revocation of the\ndissolution, or amending the Bylaws of the Corporation; and unless the\nresolution of the Board expressly so provides, no such committee shall have the\npower or authority to declare a dividend or to authorize the issuance of stock.\nAny such committee shall keep written minutes of its meetings and report the\nsame to the Board at the next regular meeting of the Board.\n\n                                       9\n\n \n     Section 3.15  Officers of the Board.  The Board shall have a Chairman of\n                   ---------------------                                     \nthe Board and may, at the discretion of the Board, have a Vice Chairman and\nother officers.  The Chairman of the Board and the Vice Chairman shall be\nappointed from time to time by the Board, unless such positions are elected\noffices of the Corporation, currently filled, and shall have such powers and\nduties as shall be designated by the Board.\n\n\n                                   ARTICLE IV\n\n                                    OFFICERS\n\n     Section 4.01  Officers.  The officers of the Corporation shall be a\n                   --------                                             \nChairman of the Board, a Chief Executive Officer, a Secretary, a Treasurer and\nsuch other officers as may be appointed by the Board as the business of the\nCorporation may require.  Officers shall have such powers and duties as are\npermitted or required by law or as may be specified by or in accordance with\nresolutions of the Board.  Any number of offices may be held by the same person.\nUnless the Board shall otherwise determine, the Chairman of the Board shall be\nthe Chief Executive Officer of the Corporation.  In the absence of any contrary\ndetermination by the Board, the Chief Executive Officer shall, subject to the\npower and authority of the Board, have general supervision, direction and\ncontrol of the officers, employees, business and affairs of the Corporation.\n\n     Section 4.02  Election and Term.  The officers of the Corporation shall be\n                   -----------------                                           \nelected annually by the Board.  The Board may at any time and from time to time\nelect such additional officers as the business of the Corporation may require.\nEach officer shall hold his or her office until his or her successor is elected\nand qualified or until his or her earlier resignation or removal.\n\n     Section 4.03  Removal and Resignation.  Any officer may be removed, either\n                   -----------------------                                     \nwith or without cause, by a majority of the directors at the time in office, at\nany regular or special meeting of the Board.  Any officer may resign at any time\nby giving notice to the Board.  Such resignation shall take effect at the time\nspecified in such notice or, in the absence of such specification, at the date\nof the receipt by the Board of such notice.  Unless otherwise specified in such\nnotice, the acceptance of such resignation shall not be necessary to make it\neffective.\n\n     Section 4.04  Vacancies.  Any vacancy occurring in any office of the\n                   ---------                                             \nCorporation by death, resignation, removal or otherwise, shall be filled in the\nmanner prescribed in these Bylaws for the regular appointment to such office.\n\n\n                                   ARTICLE V\n\n                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.\n\n     Section 5.01  Execution of Contracts.  The Board, except as in the Bylaws\n                   ----------------------                                     \notherwise provided, may authorize any officer or officers, agent or agents, to\nenter into any contract or execute any instrument in the name and on behalf of\nthe Corporation, and such authority may be general or confined to specific\ninstances; and unless so authorized by the Board or by the \n\n                                       10\n\n \nBylaws, no officer, agent or employee shall have any power or authority to bind\nthe Corporation by any contract or engagement or to pledge its credit or to\nrender it liable for any purpose or in any amount.\n\n     Section 5.02  Checks, Drafts, etc.  All checks, drafts or other orders for\n                   -------------------                                         \npayment of money, notes or other evidence of indebtedness, issued in the name of\nor payable to the Corporation, shall be signed or endorsed by such person or\npersons and in such manner as, from time to time, shall be determined by\nresolution of the Board.  Each such person shall give such bond, if any, as the\nBoard may require.\n\n     Section 5.03  Deposit.  All funds of the Corporation not otherwise employed\n                   -------                                                      \nshall be deposited from time to time to the credit of the Corporation in such\nbanks, trust companies or other depositories as the Board may select, or as may\nbe selected by any officer or officers, assistant or assistants, agent or\nagents, or attorney or attorneys of the Corporation to whom such power shall\nhave been delegated by the Board.  For the purpose of deposit and for the\npurpose of collection for the account of the Corporation, the Chief Executive\nOfficer, the President or the Treasurer (or any other officer or officers,\nassistant or assistants, agent or agents, or attorney or attorneys of the\nCorporation who shall from time to time be determined by the Board) may endorse,\nassign and deliver checks, drafts and other orders for the payment of money\nwhich are payable to the order of the Corporation.\n\n     Section 5.04  General and Special Bank Accounts.  The Board may from time\n                   ---------------------------------                          \nto time authorize the opening and keeping of general and special bank accounts\nwith such banks, trust companies or other depositories as the Board may select\nor as may be selected by any officer or officers, assistant or assistants, agent\nor agents, or attorney or attorneys of the Corporation to whom such power shall\nhave been delegated by the Board.  The Board may make such special rules and\nregulations with respect to such bank accounts, not inconsistent with the\nprovisions of the Bylaws, as it may deem expedient.\n\n\n                                   ARTICLE VI\n\n                           SHARES AND THEIR TRANSFER\n\n     Section 6.01  Certificates for Stock.  Every owner of stock of the\n                   ----------------------                              \nCorporation shall be entitled to have a certificate or certificates, to be in\nsuch form as the Board shall prescribe, certifying the number and class of\nshares of the stock of the Corporation owned by him or her. The certificates\nrepresenting shares of such stock shall be numbered in the order in which they\nshall be issued and shall be signed in the name of the Corporation by the\nPresident and by the Secretary.  Any or all of the signatures on the\ncertificates may be a facsimile.  In case any officer, transfer agent or\nregistrar who has signed or whose facsimile signature has been placed upon any\nsuch certificate shall thereafter have ceased to be such officer, transfer agent\nor registrar before such certificate is issued, such certificate may\nnevertheless be issued by the Corporation with the same effect as though the\nperson who signed such certificate, or whose facsimile signature shall have been\nplaced thereupon, were such officer, transfer agent or registrar at the date of\nissue.  A record shall be kept of the respective names of the persons, firms or\ncorporations owning the stock represented by such certificates, the number and\nclass of shares represented by such \n\n                                       11\n\n \ncertificates, respectively, and the respective dates thereof, and in case of\ncancellation the respective dates of cancellation. Every certificate surrendered\nto the Corporation for exchange or transfer shall be cancelled, and no new\ncertificate or certificates shall be issued in exchange for any existing\ncertificate until such existing certificate shall have been so cancelled, except\nin cases provided for in Section 6.04 of the Bylaws.\n\n     Section 6.02  Transfers of Stock.  Transfers of shares of stock of the\n                   ------------------                                      \nCorporation shall be made only on the books of the Corporation by the registered\nholder thereof, or by his or her attorney thereunto authorized by power of\nattorney duly executed and filed with the Secretary, or with a transfer clerk or\na transfer agent appointed as provided in Section 6.03 of the Bylaws, and upon\nsurrender of the certificate or certificates for such shares properly endorsed\nand the payment of all taxes thereon.  The person in whose name shares of stock\nstand on the books of the Corporation shall be deemed the owner thereof for all\npurposes as regards the Corporation.  Whenever any transfer of shares shall be\nmade for collateral security, and not absolutely, such fact shall be stated\nexpressly in the entry of transfer if, when the certificate or certificates\nshall be presented to the Corporation for transfer, both the transferor and the\ntransferee request the Corporation to do so.\n\n     Section 6.03  Regulations.  The Board may make such rules and regulations\n                   -----------                                                \nas it may deem expedient, not inconsistent with the Bylaws, concerning the\nissue, transfer and registration of certificates for shares of the stock of the\nCorporation.  It may appoint, or authorize any officer or officers to appoint,\none or more transfer clerks or one or more transfer agents and one or more\nregistrars, and may require all certificates for stock to bear the signature or\nsignatures of any of them.\n\n     Section 6.04  Lost, Stolen, Destroyed, And Mutilated Certificates.  In any\n                   ---------------------------------------------------         \ncase of loss, theft, destruction, or mutilation of any certificate of stock,\nanother may be issued in its place upon proof of such loss, theft, destruction,\nor mutilation and upon the giving of a bond of indemnity to the Corporation in\nsuch form and in such sum as the Board may direct; provided, however, that a new\ncertificate may be issued without requiring any bond when, in the judgment of\nthe Board, it is proper so to do.\n\n     Section 6.05  Fixing Date for Determination of Stockholders of Record.  In\n                   -------------------------------------------------------     \norder that the Corporation may determine the stockholders entitled to notice of\nor to vote at any meeting of stockholders or any adjournment thereof, or\nentitled to receive payment of any dividend or other distribution or allotment\nof any rights, or entitled to exercise any rights in respect of any other\nchange, conversion or exchange of stock or for the purpose of any other lawful\naction, the Board may fix, in advance, a record date, which shall not be more\nthan 60 nor less than 10 days before the date of such meeting, nor more than 60\ndays prior to any other action.  If, in any case involving the determination of\nstockholders for any purpose other than notice of or voting at a meeting of\nstockholders, the Board shall not fix such a record date, the record date for\ndetermining stockholders for such purpose shall be the close of business on the\nday on which the Board shall adopt the resolution relating thereto.  A\ndetermination of stockholders entitled to notice of or to vote at a meeting of\nstockholders shall apply to any adjournment of such meeting; provided, however,\nthat the Board may fix a new record date for the adjourned meeting.\n\n                                       12\n\n \n                                  ARTICLE VII\n\n                                 MISCELLANEOUS\n\n     Section 7.01  Seal.  The Board shall provide a corporate seal, which shall\n                   ----                                                        \nbe in the form of a circle and shall bear the name of the Corporation and words\nand figures showing that the Corporation was incorporated in the State of\nDelaware and the year of incorporation.\n\n     Section 7.02  Waiver of Notices.  Whenever notice is required to be given\n                   -----------------                                          \nby the Bylaws or the Certificate of Incorporation or by law, the person entitled\nto said notice may waive such notice in writing, either before or after the time\nstated therein, and such waiver shall be deemed equivalent to notice.\n\n     Section 7.03  Fiscal Year.  The fiscal year of the Corporation shall end on\n                   -----------                                                  \nthe 31st day of December of each year.\n\n     Section 7.04  Amendments.  The Bylaws, or any of them, may be rescinded,\n                   ----------                                                \naltered, amended or repealed, and new Bylaws may be made, (i) by the Board, by\nvote of a majority of the number of directors then in office as directors,\nacting at any meeting of the Board, or (ii) by the vote of the holders of not\nless than 80% of the total voting power of all outstanding shares of voting\nstock of the Corporation, at any annual meeting of stockholders, without\nprevious notice, or at any special meeting of stockholders, provided that notice\nof such proposed amendment, modification, repeal or adoption is given in the\nnotice of special meeting.  Any Bylaws made or altered by the stockholders may\nbe altered or repealed by the Board or may be altered or repealed by the\nstockholders.\n\n                                       13\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7556],"corporate_contracts_industries":[9479],"corporate_contracts_types":[9573,9574],"class_list":["post-41519","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-fluor-corp","corporate_contracts_industries-construction__construction","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\/41519","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=41519"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41519"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41519"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41519"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}