{"id":41565,"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-schuff-international-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-schuff-international-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-schuff-international-inc.html","title":{"rendered":"Bylaws &#8211; Schuff International Inc."},"content":{"rendered":"<pre>                                     BYLAWS\n                                       OF\n                           SCHUFF INTERNATIONAL, INC.\n\n                                    ARTICLE 1\n\n                                     OFFICES\n\n     Section 1.1 Registered Office. The registered office of the Corporation\nshall be in the City of Wilmington, County of New Castle, State of Delaware.\n\n     Section 1.2 Other Offices. The Corporation may also have offices at such\nother places both within and without the State of Delaware as the Board of\nDirectors or the officers may from time to time determine.\n\n\n                                    ARTICLE 2\n\n                            MEETINGS OF STOCKHOLDERS\n\n     Section 2.1 Place of Meetings. Meetings of the stockholders for the\nelection of directors or for any other purpose shall be held at such time and\nplace, either within or without the State of Delaware, as shall be designated\nfrom time to time by the Board of Directors and stated in the notice of the\nmeeting or in a duly executed waiver of notice thereof.\n\n     Section 2.2 Annual Meetings. The annual meetings of stockholders shall be\nheld on such date and at such time as shall be designated from time to time by\nthe Board of Directors and stated in the notice of the meeting, at which\nmeetings the stockholders shall elect by a plurality vote members of the Board\nof Directors in the class whose term shall expire at such annual meeting, and\ntransact such other business as may properly be brought before the meeting.\nWritten notice of the annual meeting stating the place, date and hour of the\nmeeting shall be given to each stockholder entitled to vote at such meeting not\nless than ten nor more than sixty days before the date of the meeting.\n\n     Section 2.3 Special Meetings. Subject to the rights of the holders of any\nseries of preferred stock, par value $0.001 per share, of the Corporation (the\n\"Preferred Stock\") or any other series or class of stock as set forth in the\nCertificate of Incorporation, special meetings of the stockholders may be called\nfor any purpose only by the Chairman of the Board or the President, and shall be\ncalled by the Chairman of the Board or the President pursuant to a resolution\nadopted by a majority of the entire Board of Directors. As used in this Article\nand in these By-Laws generally, the term \"entire Board of Directors\" means the\ntotal number of directors which the Corporation would have if there were no\nvacancies.\n\n     Section 2.4 Quorum. Except as otherwise provided by law or by the\nCertificate of Incorporation, the holders of a majority of the capital stock\nissued and outstanding and entitled to vote, present in person or represented by\nproxy, shall constitute a quorum at all meetings of the stockholders for the\ntransaction of business. If, however, such quorum shall not be present or\n\nrepresented at any meeting of the stockholders, the stockholders entitled to\nvote, present in person or represented by proxy, shall have power to adjourn the\nmeeting from time to time, without notice other than announcement at the\nmeeting, until a quorum shall be present or represented. At such adjourned\nmeeting at which a quorum shall be present or represented, any business may be\ntransacted which might have been transacted at the meeting as originally\nnoticed. If the adjournment is for more than thirty days, or if after the\nadjournment a new record date is fixed for the adjourned meeting, a notice of\nthe adjourned meeting shall be given not less than ten nor more than sixty days\nbefore the date of the adjourned meeting to each stockholder entitled to vote at\nthe meeting.\n\n     Section 2.5 Voting. Unless otherwise required by law, the Certificate of\nIncorporation or these By-Laws, any question brought before any meeting of\nstockholders shall be decided by the vote of the holders of a majority of the\nstock represented and entitled to vote thereat. Each stockholder represented at\na meeting of stockholders shall be entitled to cast one vote for each share of\nthe capital stock entitled to vote held by such stockholder. Votes may be cast\nin person or by proxy but no proxy may be voted on or after three years from its\ndate, unless such proxy provides for a longer period. The Board of Directors, in\nits discretion, or the officer of the Corporation presiding at a meeting of\nstockholders, in such officer's discretion, may require that any votes cast at\nsuch meeting be cast by written ballot.\n\n     Section 2.6 List of Stockholders Entitled to Vote. The officer of the\nCorporation who has charge of the stock ledger of the Corporation shall prepare\nand make, at least ten days before every meeting of stockholders, a complete\nlist of the stockholders entitled to vote at the meeting, arranged in\nalphabetical order, and showing the address of each stockholder and the number\nof shares registered in the name of each stockholder. Such list shall be open to\nthe examination of any stockholder, for any purpose germane to the meeting,\nduring ordinary business hours, for a period of at least ten days prior to the\nmeeting, either at a place within the city where the meeting is to be held,\nwhich place shall be specified in the notice of the meeting, or, if not so\nspecified, at the place where the meeting is to be held. The list shall also be\nproduced and kept at the time and place of the meeting during the whole time\nthereof, and may be inspected by any stockholder of the Corporation who is\npresent.\n\n     Section 2.7 Stock Ledger. The stock ledger of the Corporation shall be the\nonly evidence as to who are the stockholders entitled to examine the stock\nledger, the list required by Section 2.6 or the books of the Corporation, or to\nvote in person or by proxy at any meeting of stockholders. Any good faith\ndecision in regard to such matters by the officer of the Corporation who has\ncharge of the stock ledger of the Corporation, which may be the Secretary, any\nAssistant Secretary or any other appropriate officer of the Corporation, shall\nbe final.\n\n     Section 2.8 Nomination of Directors. Only persons who are nominated in\naccordance with the following procedures shall be eligible for election as\ndirectors of the Corporation. Nominations of persons for election to the Board\nof Directors may be made at any annual meeting of stockholders (a) by or at the\ndirection of the Board of Directors (or any duly authorized committee thereof)\nor (b) by any stockholder of the Corporation (i) who is a stockholder of record\non the date of the giving of the notice provided for in this Section 2.8 and on\nthe record date for the determination of stockholders entitled to vote at such\nannual meeting\n\n\n                                       2\n\nand (ii) who gives timely notice in proper written form to the Secretary of the\nCorporation, as prescribed below.\n\n     To be timely, a stockholder's notice must be delivered to or mailed and\nreceived by the Secretary of the Corporation at least 120 days prior to the\nanniversary date of the immediately preceding annual meeting of stockholders;\nprovided, however, that with respect to the annual meeting to be held in 1997,\nthe anniversary date shall be deemed to be May 15, 1997; and further provided,\nhowever, that in the event that the annual meeting is called for a date that is\nnot within 30 days before or after such anniversary date, notice by the\nstockholder in order to be timely must be received not later than the close of\nbusiness on the tenth day following the day on which such notice of the date of\nthe annual meeting was mailed or such public disclosure of the date of the\nannual meeting was made, whichever first occurs.\n\n     To be in proper written form, a stockholder's notice to the Secretary must\nset forth (i) the name and address of the stockholder who intends to make the\nnomination and of the person or persons to be nominated; (ii) a representation\nthat the stockholder is a holder of record of stock of the Corporation entitled\nto vote at such meeting (including the number of shares of stock of the\nCorporation owned beneficially or of record by such stockholder and the nominee\nor nominees) and intends to appear in person or by proxy at the meeting to\nnominate the person or persons specified in the notice; (iii) a description of\nall arrangements or understandings between the stockholders and each nominee and\nany other person or persons (naming such person or persons) pursuant to which\nthe nomination or nominations are to be made by the stockholder; (iv) such other\ninformation regarding each nominee proposed by such stockholder as would have\nbeen required to be included in a proxy statement filed pursuant to the proxy\nrules of the Securities and Exchange Commission had each nominee been nominated,\nor intended to be nominated, by the Board of Directors; and (v) the consent of\neach nominee to serve as a director of the Corporation if so elected.\n\n     No person shall be eligible for election as a director of the Corporation\nunless nominated in accordance with the procedures set forth in this Section\n2.8. If the Chairman of the meeting determines that a nomination was not made in\naccordance with the foregoing procedures, the Chairman shall declare to the\nmeeting that the nomination was defective and such defective nomination shall be\ndisregarded. Notwithstanding compliance with the foregoing provisions, the Board\nof Directors shall not be obligated to include information as to any stockholder\nnominee for director in any proxy statement or other communication sent to\nstockholders, except as provided by applicable law.\n\n     Section 2.9 Business at Annual Meetings. No business may be transacted at\nan annual meeting of stockholders, other than business that is either (a)\nspecified in the notice of meeting (or any supplement thereto) given by or at\nthe direction of the Board of Directors (or any duly authorized committee\nthereof), (b) otherwise properly brought before the annual meeting by or at the\ndirection of the Board of Directors (or any duly authorized committee thereof)\nor (c) otherwise properly brought before the annual meeting by any stockholder\nof the Corporation (i) who is a stockholder of record on the date of the giving\nof the notice provided for in this Section 2.9 and on the record date for the\ndetermination of stockholders entitled to vote at such annual meeting and (ii)\nwho gives timely notice in proper written form to the Secretary of the\nCorporation, as prescribed below.\n\n\n                                       3\n\n     To be timely, a stockholder's notice must be delivered to or mailed and\nreceived by the Secretary of the Corporation at least 120 days prior to the\nanniversary date of the immediately preceding annual meeting of stockholders;\nprovided, however, that with respect to the annual meeting to be held in 1997,\nthe anniversary date shall be deemed to be May 15, 1997; and further provided,\nhowever, that in the event that the annual meeting is called for a date that is\nnot within 30 days before or after such anniversary date, notice by the\nstockholder in order to be timely must be received not later than the close of\nbusiness on the tenth day following the day on which such notice of the date of\nthe annual meeting was mailed or such public disclosure of the date of the\nannual meeting was made, whichever first occurs.\n\n     To be in proper written form, a stockholder's notice to the Secretary must\nset forth as to each matter such stockholder proposes to bring before the annual\nmeeting (i) a brief description of the business desired to be brought before the\nannual meeting and the reasons for conducting such business at the annual\nmeeting; (ii) the name and record address of such stockholder; (iii) the class\nor series and number of shares of capital stock of the Corporation that are\nowned beneficially or of record by such stockholder; (iv) a description of all\narrangements or understandings between such stockholder and any other person or\npersons (including their names) in connection with the proposal of such business\nby such stockholder and any material interest of such stockholder in such\nbusiness; and (v) a representation that such stockholder intends to appear in\nperson or by proxy at the annual meeting to bring such business before the\nmeeting.\n\n     No business shall be conducted at the annual meeting of stockholders except\nbusiness brought before the annual meeting in accordance with the procedures set\nforth in this Section 2.9. If the Chairman of the meeting determines that\nbusiness was not properly brought before the annual meeting in accordance with\nthe foregoing procedures, the Chairman shall declare to the meeting that the\nbusiness was not properly brought before the meeting and such business shall not\nbe transacted. Notwithstanding compliance with the foregoing provisions, the\nBoard of Directors shall not be obligated to include information as to any\nstockholder business or proposals in any proxy statement or other communication\nsent to stockholders, except as provided by applicable law.\n\n\n                                    ARTICLE 3\n\n                                    DIRECTORS\n\n     Section 3.1 Duties and Powers. The business and affairs of the Corporation\nshall be managed and controlled by a Board of Directors, which may exercise all\nsuch powers of the Corporation and do all such lawful acts and things as are not\nby statute or by the Certificate of Incorporation or by these By-Laws directed\nor required to be exercised or done by the stockholders.\n\n     Section 3.2 Number. The first Board of Directors shall consist of the\npersons named in the Certificate of Incorporation. Thereafter, the Board shall\nconsist of not less than one (1) nor more than nine (9) members. The Board of\nDirectors will have the power to increase or\n\n\n                                       4\n\ndecrease its size subject to these limits and to fill any vacancies that may\noccur in its membership, whether resulting from an increase in the size of the\nBoard or otherwise.\n\n     Section 3.3 Election of Directors. Directors shall be elected by a\nplurality of the votes cast at annual meetings of stockholders or special\nmeetings called for that purpose. Any director may resign at any time upon\nnotice to the Corporation. Directors need not be stockholders. Each director\nelected shall hold office until his or her successor is duly elected and\nqualified, or until he or she resigns or is removed as a director, whichever\noccurs first.\n\n     Section 3.4 Meetings. The Board of Directors of the Corporation may hold\nmeetings both regular and special, either within or without the State of\nDelaware. Regular meetings of the Board of Directors may be held without notice\nat such time and at such place as may from time to time be determined by the\nBoard of Directors. Special meetings of the Board of Directors may be called by\nthe Chairman or the President or by a majority of the directors then in office.\nNotice thereof stating the place, date and hour of the meeting shall be given to\neach director either by mail not less than 48 hours before the date of the\nmeeting, by telephone, facsimile or telegram on 24 hours' notice, or on such\nshorter notice as the person or persons calling such meeting may deem necessary\nor appropriate in the circumstances.\n\n     Section 3.5 Quorum. Except as may be otherwise specifically provided by\nlaw, the Certificate of Incorporation or these By-Laws, at all meetings of the\nBoard of Directors, a majority of the Board of Directors shall constitute a\nquorum for the transaction of business and the act of a majority of the\ndirectors present at any meeting at which there is a quorum shall be the act of\nthe Board of Directors. If a quorum shall not be present at any meeting of the\nBoard of Directors, the directors present at that meeting may adjourn the\nmeeting, without notice other than announcement at the meeting, until a quorum\nis present.\n\n     Section 3.6 Actions of Board. Unless otherwise provided by the Certificate\nof Incorporation or these By-Laws, any action required or permitted to be taken\nat any meeting of the Board of Directors or of any committee thereof may be\ntaken without a meeting, if all the members of the Board of Directors or\ncommittee, as the case may be, consent thereto in writing, and the writing or\nwritings are filed with the minutes of proceedings of the Board of Directors or\ncommittee.\n\n     Section 3.7 Meetings by Means of Conference Telephone. Unless otherwise\nprovided by the Certificate of Incorporation or these By-Laws, members of the\nBoard of Directors of the Corporation, or any committee designated by the Board\nof Directors, may participate in a meeting of the Board of Directors or such\ncommittee by means of a conference telephone or similar communications equipment\nby means of which all persons participating in the meeting can hear each other,\nand participation in a meeting pursuant to this Section 3.7 shall constitute\npresence in person at such meeting.\n\n     Section 3.8 Committees. The Board of Directors may, by resolution passed by\na majority of the entire Board of Directors, designate one or more committees,\neach committee to consist of one or more of the directors of the Corporation.\nThe Board of Directors may designate one or more directors as alternate members\nof any committee, who may replace any absent or disqualified member at any\nmeeting of any such committee. In the event of the absence or\n\n\n                                       5\n\ndisqualification of a member of a committee, and in the absence of a designation\nby the Board of Directors of an alternate member to replace the absent or\ndisqualified member, the member or members thereof present at any meeting and\nnot disqualified from voting, whether or not he or they constitute a quorum, may\nunanimously appoint another member of the Board of Directors to act at the\nmeeting in the place of any absent or disqualified member. A majority of the\nmembers of a committee, including any alternate members, shall constitute a\nquorum of such committee. Any committee, to the extent allowed by law and\nprovided in the resolution establishing such committee, shall have and may\nexercise all the powers and authority of the Board of Directors in the\nmanagement of the business and affairs of the Corporation. Each committee shall\nkeep regular minutes and report to the Board of Directors when required.\n\n     Section 3.9 Compensation. The directors may be paid their expenses, if any,\nof attendance at each meeting of the Board of Directors and may be paid a fixed\nsum for attendance at each meeting of the Board of Directors or a stated salary\nas director. No such payment shall preclude any director from serving the\nCorporation in any other capacity and receiving compensation therefor. Members\nof special or standing committees may be allowed like compensation for attending\ncommittee meetings. In addition, the Board of Directors may adopt one or more\ndirector compensation plans using securities of the Corporation.\n\n     Section 3.10 Interested Directors. No contract or transaction between the\nCorporation and one or more of its directors or officers, or between the\nCorporation and any other corporation, partnership, association, or other\norganization in which one or more of the Corporation's directors or officers are\ndirectors or officers, or have a financial interest, shall be void or voidable\nsolely for this reason, or solely because the director or officer is present at\nor participates in the meeting of the Board of Directors or committee thereof\nwhich authorizes the contract or transaction, or solely because such director's\nvote is counted for such purpose if (i) the material facts as to such director's\nrelationship or interest and as to the contract or transaction are disclosed or\nare known to the Board of Directors or the committee, and the Board of Directors\nor committee in good faith authorizes the contract or transaction by the\naffirmative votes of a majority of the disinterested directors, even though the\ndisinterested directors be less than a quorum; or (ii) the material facts as to\nsuch director's relationship or interest and as to the contract or transaction\nare disclosed or are known to the stockholders entitled to vote thereon, and the\ncontract or transaction is specifically approved in good faith by a vote of the\nstockholders; or (iii) the contract or transaction is fair as to the Corporation\nas of the time it is authorized, approved or ratified by the Board of Directors,\na committee thereof, or the stockholders. Interested directors may be counted in\ndetermining the presence of a quorum at a meeting of the Board of Directors or\nof a committee that authorizes the contract or transaction.\n\n\n                                    ARTICLE 4\n\n                                    OFFICERS\n\n     Section 4.1 General. The officers of the Corporation shall be chosen by the\nBoard of Directors and may include a President, a Secretary, and a Treasurer.\nThe Board of Directors, in its discretion, may also choose a Chairman of the\nBoard of Directors (who must be a director) and one or more Vice Presidents,\nAssistant Secretaries, Assistant Treasurers and other\n\n\n                                       6\n\nofficers. Any number of offices may be held by the same person, unless otherwise\nprohibited by law, the Certificate of Incorporation or these By-Laws. The\nofficers of the Corporation need not be stockholders of the Corporation nor,\nexcept in the case of the Chairman of the Board of Directors, directors of the\nCorporation. The officers of the Corporation may sign and execute documents on\nbehalf of the Corporation, whether requiring a seal or otherwise, when\nauthorized by these By-Laws, the Board of Directors, the Chairman or President.\n\n     Section 4.2 Election. The Board of Directors at its first meeting held\nafter each annual meeting of stockholders shall elect the officers of the\nCorporation who shall hold their offices for such terms and shall exercise such\npowers and perform such duties as shall be determined from time to time by the\nBoard of Directors; and all officers of the Corporation shall hold office until\ntheir successors are chosen and qualified, or until their earlier resignation or\nremoval. Any officer elected by the Board of Directors may be removed at any\ntime by the affirmative vote of a majority of the Board of Directors. Any\nvacancy occurring in any office of the Corporation shall be filled by the Board\nof Directors. The salaries of all officers of the Corporation shall be fixed by\nthe Board of Directors or by a committee thereof.\n\n     Section 4.3 Voting Securities Owned by the Corporation. Powers of attorney,\nproxies, waivers of notice of meeting, consents and other instruments relating\nto securities owned by the Corporation may be executed in the name of and on\nbehalf of the Corporation by the Chairman, President or any Vice President and\nany such officer may, in the name of and on behalf of the Corporation, take all\nsuch action as any such officer may deem advisable to vote in person or by proxy\nat any meeting of security holders of any corporation in which the Corporation\nmay own securities and at any such meeting shall possess and may exercise any\nand all rights and power incident to the ownership of such securities and which,\nas the owner thereof, the Corporation might have exercised and possessed if\npresent. The Board of Directors may, by resolution, from time to time confer\nlike powers upon any other person or persons.\n\n     Section 4.4 Chairman of the Board of Directors. The Chairman of the Board\nof Directors, if there be one, shall preside at all meetings of the stockholders\nand of the Board of Directors. The Chairman may be the Chief Executive Officer\nof the Corporation, and except where by law the signature of the President is\nrequired, the Chairman of the Board of Directors shall possess the same power as\nthe President to sign all contracts, certificates and other instruments of the\nCorporation which may be authorized by the Board of Directors. During the\nabsence or disability of the President, the Chairman of the Board of Directors\nshall exercise all the powers and discharge all the duties of the President. The\nChairman of the Board of Directors shall also perform such other duties and may\nexercise such other powers as from time to time may be assigned to the Chairman\nby these By-Laws or by the Board of Directors. All officers of the Corporation\nshall be under the supervision of the Chairman, if there be one, and shall\nperform all such duties as shall be assigned by the Chairman.\n\n     Section 4.5 President. The President, if there shall be one, shall, subject\nto the control of the Board of Directors and, if there be one, the Chairman of\nthe Board of Directors, have general supervision of the business of the\nCorporation and shall see that all orders and resolutions of the Board of\nDirectors are carried into effect. In the event of the absence or disability of\nthe Chairman of the Board of Directors, or if there be none, the President shall\npreside at all meetings of the stockholders and the Board of Directors. The\nPresident shall also\n\n\n                                       7\n\nperform such other duties and may exercise such other powers as from time to\ntime may be assigned to the President by these By-Laws, by the Board of\nDirectors or by the Chairman.\n\n     Section 4.6 Vice Presidents. At the request of the President or in the\nPresident's absence or in the event of the President's inability or refusal to\nact (and if there be no Chairman of the Board of Directors), the Vice President\nor the Vice Presidents if there is more than one (in the order designated by the\nBoard of Directors) shall perform the duties of the President, and when so\nacting, shall have all the powers of and be subject to all the restrictions upon\nthe President. Each Vice President shall perform such other duties and have such\nother powers as the Board of Directors, Chairman and\/or the President from time\nto time may prescribe.\n\n     Section 4.7 Secretary. The Secretary shall attend all meetings of the Board\nof Directors and all meetings of stockholders and record all the proceedings\nthereat in a book or books to be kept for that purpose; the Secretary shall also\nperform like duties for the standing committees when requested or appropriate.\nThe Secretary shall give, or cause to be given, notice of all meetings of the\nstockholders and special meetings of the Board of Directors, and shall perform\nsuch other duties as may be prescribed by the Board of Directors, Chairman or\nPresident. If the Secretary shall be unable or shall refuse to cause to be given\nnotice of all meetings of the stockholders and special meetings of the Board of\nDirectors, and if there be no Assistant Secretary, then either the Board of\nDirectors or the President may choose another officer to cause such notice to be\ngiven. The Secretary shall have custody of the seal of the Corporation, if there\nis one, and the Secretary or any Assistant Secretary, shall have authority to\naffix the same to any instrument requiring it and when so affixed, it may be\nattested by the signature of the Secretary or by the signature of any Assistant\nSecretary. The Board of Directors may give general authority to any other\nofficer to affix the seal of the Corporation and to attest the affixing by such\nofficer's signature. The Secretary shall see that all books, reports,\nstatements, certificates and other documents and records required by law to be\nkept or filed are properly kept or filed, as the case may be.\n\n     Section 4.8 Treasurer. The Treasurer shall supervise the maintenance of the\ncorporate funds and securities and shall keep full and accurate accounts of\nreceipts and disbursements in books belonging to the Corporation and shall\ndeposit all moneys and other valuable effects in the name and to the credit of\nthe Corporation in such depositories as may be designated by the Board of\nDirectors or Chairman. The Treasurer shall disburse the funds of the Corporation\nas may be ordered by the Board of Directors, Chairman or President, and shall\nrender to the Chairman, President and the Board of Directors, at regular\nmeetings of the Board of Directors, or when the Board of Directors or Chairman\nso requires, an account of all transactions as Treasurer and of the financial\ncondition of the Corporation. The Treasurer shall perform such other duties and\nhave such powers as the Board of Directors, Chairman or President from time to\ntime may prescribe. If required by the Board of Directors or Chairman, the\nTreasurer shall give the Corporation a bond in such sum and with such surety or\nsureties as shall be satisfactory to the Board of Directors or Chairman for the\nfaithful performance of the duties of such office and for the restoration to the\nCorporation, in case of the Treasurer's death, resignation, retirement or\nremoval from office, of all books, papers, vouchers, money and other property of\nwhatever kind in the Treasurer's possession or under such officer's control\nbelonging to the Corporation.\n\n\n                                        8\n\n     Section 4.9 Assistant Secretaries. Assistant Secretaries, if there be any,\nshall perform such duties and have such powers as from time to time may be\nassigned to them by the Board of Directors, the Chairman, the President, any\nVice President, if there be one, or the Secretary, and in the absence of the\nSecretary or in the event of such officer's disability or refusal to act, shall\nperform the duties of the Secretary, and when so acting, shall have all the\npowers of and be subject to all the restrictions upon the Secretary.\n\n     Section 4.10 Assistant Treasurers. Assistant Treasurers, if there be any,\nshall perform such duties and have such powers as from time to time may be\nassigned to them by the Board of Directors, the Chairman, the President, any\nVice President, if there be one, or the Treasurer, and in the absence of the\nTreasurer or in the event of such officer's disability or refusal to act, shall\nperform the duties of the Treasurer, and when so acting, shall have all the\npowers of and be subject to all the restrictions upon the Treasurer. If required\nby the Board of Directors or Chairman, an Assistant Treasurer shall give the\nCorporation a bond in such sum and with such surety or sureties as shall be\nsatisfactory to the Board of Directors or Chairman for the faithful performance\nof the duties of such officer's office and for the restoration to the\nCorporation, in case of the Assistant Treasurer's death, resignation, retirement\nor removal from office, of all books, papers, vouchers, money and other property\nof whatever kind in such officer's possession or under such officer's control\nbelonging to the Corporation.\n\n     Section 4.11 Other Officers. Such other officers as the Board of Directors\nmay choose shall perform such duties and have such powers as from time to time\nmay be assigned to them by the Board of Directors, Chairman, or President. The\nBoard of Directors may delegate to any other officer of the Corporation the\npower to choose such other officers and to prescribe their respective duties and\npowers.\n\n\n                                    ARTICLE 5\n\n                                      STOCK\n\n     Section 5.1 Form of Certificates. Every holder of stock in the Corporation\nshall be entitled to have a certificate signed in the name of the Corporation\n(i) by the Chairman of the Board of Directors, the President or a Vice President\nand (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an\nAssistant Secretary of the Corporation, certifying the number of shares owned by\nsuch holder in the Corporation.\n\n     Section 5.2 Signatures. When a certificate is countersigned by (i) a\ntransfer agent other than the Corporation or its employee, or (ii) a registrar\nother than the Corporation or its employee, any other signature on the\ncertificate may be a facsimile. In case any officer, transfer agent or registrar\nwho has signed or whose facsimile signature has been placed upon a certificate\nshall have ceased to be such officer, transfer agent or registrar before such\ncertificate is issued, it may be issued by the Corporation with the same effect\nas if such person were such officer, transfer agent or registrar at the date of\nissue.\n\n     Section 5.3 Lost Certificates. The Secretary may direct a new certificate\nto be issued in place of any certificate issued by the Corporation alleged to\nhave been lost, stolen or destroyed, upon the making of an affidavit of that\nfact by the person claiming the certificate of\n\n\n                                       9\n\nstock to be lost, stolen or destroyed. When authorizing the issuance of a\nreplacement certificate, the Secretary may, in such officer's discretion and as\na condition precedent to the issuance thereof, require the owner of such lost,\nstolen or destroyed certificate, or such owner's legal representative, to\nadvertise the same in such manner as the Secretary shall require and\/or to give\nthe Corporation a bond in such sum as it may direct as indemnity against any\nclaim that may be made against the Corporation with respect to the certificate\nalleged to have been lost, stolen or destroyed.\n\n     Section 5.4 Transfers. Stock of the Corporation may be transferred in the\nmanner prescribed by law and in these By-Laws. Transfers of stock shall be made\non the books of the Corporation only by the person named in the certificate or\nby such person's attorney lawfully constituted in writing and upon the surrender\nof the certificate therefor, which shall be canceled before a new certificate\nshall be issued.\n\n     Section 5.5 Record Date. In order that the Corporation may determine the\nstockholders entitled to notice of or to vote at any meeting of stockholders or\nany adjournment thereof, or entitled to receive payment of any dividend or other\ndistribution or allotment of any rights, or entitled to exercise any rights in\nrespect of any change, conversion or exchange of stock, or for the purpose of\nany other lawful action, the Board of Directors may fix, in advance, a record\ndate, which shall not be more than 60 days nor less than 10 days before the date\nof such meeting, nor more than 60 days prior to any other action. A\ndetermination of stockholders of record entitled to notice of or to vote at a\nmeeting of stockholders shall apply to any adjournment of the meeting; provided,\nhowever, that the Board of Directors may fix a new record date for the adjourned\nmeeting.\n\n     Section 5.6 Beneficial Owners. The Corporation shall be entitled to\nrecognize the exclusive right of a person registered on its books as the owner\nof shares to receive dividends, and to vote as such owner, and to hold liable\nfor calls and assessments a person registered on its books as the owner of\nshares, and shall not be bound to recognize any equitable or other claim to or\ninterest in such share or shares on the part of any other person, whether or not\nit shall have express or other notice thereof, except as otherwise provided by\nlaw.\n\n\n                                    ARTICLE 6\n\n                                     NOTICES\n\n     Section 6.1 Notices. Whenever written notice is required by law, the\nCertificate of Incorporation or these By-Laws, to be given to any director,\nmember of a committee or stockholder, such notice may be given by mail,\naddressed to such director, member of a committee or stockholder, at such\nperson's address as it appears on the records of the Corporation, with postage\nthereon prepaid or such notice may be given personally, by facsimile, overnight\ndelivery, telegram, telex, or cable at such address. Such notice shall be deemed\nto be given at the earlier of receipt of such notice or at the time when the\nsame shall be deposited in the United States mail or otherwise transmitted.\n\n     Section 6.2 Waivers of Notice. Whenever any notice is required by law, the\nCertificate of Incorporation or these By-Laws to be given to any director,\nmember of a\n\n\n                                       10\n\ncommittee or stockholder, a waiver thereof in writing, signed by the person or\npersons entitled to said notice, whether before or after the time stated\ntherein, shall be deemed equivalent thereto.\n\n\n                                    ARTICLE 7\n\n                               GENERAL PROVISIONS\n\n     Section 7.1 Dividends. Dividends upon the capital stock of the Corporation,\nsubject to applicable law and the provisions of the Certificate of\nIncorporation, if any, may be declared by the Board of Directors at any regular\nor special meeting, and may be paid in cash, in property, or in shares of the\ncapital stock. Before payment of any dividend, there may be set aside out of any\nfunds of the Corporation available for dividends such sum or sums as the Board\nof Directors from time to time, in its absolute discretion, deems proper as a\nreserve or reserves for any proper purpose, and the Board of Directors may\nmodify or abolish any such reserve.\n\n     Section 7.2 Disbursements. All checks or demands for money and notes of the\nCorporation shall be signed by such officer or officers or such other person or\npersons as the Board of Directors may from time to time designate.\n\n     Section 7.3 Fiscal Year. The fiscal year of the Corporation shall be fixed\nby resolution of the Board of Directors.\n\n     Section 7.4 Corporate Seal. The Corporation may have a corporate seal,\nwhich shall have inscribed thereon the words \"Corporate Seal\". The seal may be\nused by causing it or a facsimile thereof to be impressed or affixed or\nreproduced or otherwise. However, nothing in these By-Laws or in the Certificate\nof Incorporation of the Corporation shall be construed to require a corporate\nseal to be affixed to any document.\n\n\n                                    ARTICLE 8\n\n                                   AMENDMENTS\n\n     Section 8.1 These By-Laws may be altered, amended or repealed, in whole or\nin part, or new By-Laws may be adopted by the stockholders, subject to the\nprovisions of the Certificate of Incorporation, or by the Board of Directors;\nprovided, however, that notice of such alteration, amendment, repeal or adoption\nof new By-Laws be contained in the notice of such meeting of stockholders or\nBoard of Directors as the case may be.\n\n\n                                       11\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8773],"corporate_contracts_industries":[9481],"corporate_contracts_types":[9573,9574],"class_list":["post-41565","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-schuff-international-inc","corporate_contracts_industries-construction__specialty","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\/41565","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=41565"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41565"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41565"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41565"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}