EXHIBIT 3-3
RESOLUTIONS OF THE BOARD OF DIRECTORS
OF THE GOLDFIELD CORPORATION
December 19, 2000
Approval of Amendment to the Amended By-Laws
of The Goldfield Corporation
WHEREAS, many authorities on corporate law have advocated, as a matter of
responsible corporate governance, that a corporation incorporate a provision
into its by-laws providing for advance notice to be given to the corporation by
any stockholder who intends to nominate a director to such corporation's board
of directors or to bring business before any meeting of the stockholders of the
corporation (an "Advance Notice By-Law Provision"), such notice to contain
information relating to such nominee or proposal and to the stockholder so
nominating or proposing;
WHEREAS, the members of the board of directors (the "Board of Directors")
of The Goldfield Corporation (the "Corporation") believe that such Advance
Notice By-Law Provisions provide stockholders and directors with a reasonable
opportunity to thoughtfully consider nominations and other proposals, to allow
for a full distribution of information relating to such nominations and
proposals, to assess the arguments relating to the acceptance or rejection of
such nominee or proposal, and to prevent a stockholder from being stampeded into
a decision without adequate time to become fully informed and to reflect on its
decision;
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby
determines that amending the Corporations's By-Laws, as amended, to include the
provisions set forth in Exhibit A attached hereto (the "By-Law Amendment"), are
advisable and in the best interests of the Corporation; and be it further
RESOLVED, that such By-Law Amendment be, and it hereby is, in all respects
approved and adopted, and it is directed that a copy of said By-Law Amendment be
inserted in the minute book of the Corporation immediately following a copy of
the Corporation's By-Laws; and be it further
RESOLVED, that the President, Vice Presidents and Secretary of the
Corporation hereby are, and each of them with the full authority to act without
the others hereby is, authorized and directed, in the name and on behalf of the
Corporation, to prepare, execute, and deliver, any and all such papers and
documents, and to take such other action, as they or he may deem necessary or
advisable in order to carry out the intent and purposes of the foregoing
resolution, and that the execution by such officers or officer of any such paper
or document or the taking of such other action shall conclusively establish that
such officers or officer deemed such preparation, execution, and delivery of
such documents or the taking of such action necessary or advisable and shall
conclusively establish their or his authority therefor from the Corporation and
the approval and ratification by the Corporation of the actions so taken; and it
was further
RESOLVED, that any acts of the officers of the Corporation and of any
person or persons designated and authorized to act by an officer of the
Corporation, which acts would have been authorized by the foregoing resolutions
except that such acts were taken prior to the adoption of such resolutions, are
hereby severally ratified, confirmed, approved and adopted as acts in the name
and on behalf of the Corporation.
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Exhibit A
AMENDMENT TO THE AMENDED BY-LAWS OF
THE GOLDFIELD CORPORATION
The Goldfield Corporation, a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), pursuant to the Sixth Article
of the Corporation's Restated Certificate of Incorporation and Article XII of
the Corporation's Amended By-Laws, hereby amends the Corporation's Amended
By-Laws, as follows:
1. Article III is hereby amended by inserting the following after the
last word of Section 7 of Article III:
"Notice to the Corporation
Section 8. Notwithstanding any other provision of these By-Laws,
(a) To be properly brought before an Annual Meeting of Stockholders or a
Special Meeting of Stockholders, business must be (i) specified in the notice of
the meeting (or any supplement thereto) given by or at the direction of the
Board of Directors, (ii) otherwise properly brought before the meeting by or at
the direction of the Board of Directors or (iii) otherwise properly brought
before the meeting by a Stockholder who is a holder of record at the time of the
giving of notice provided for in this Section 8(a), who is entitled to vote at
the meeting and who complies with the procedures set forth in this Section 8(a).
For business to be properly brought before an Annual Meeting of Stockholders or
a Special Meeting of Stockholders by a Stockholder, the Stockholder must have
given written notice thereof, either by personal delivery or by United States
mail, postage prepaid, to the Secretary of the Corporation (the "Secretary") at
the principal executive offices of the Corporation,
(1) with respect to an Annual Meeting of Stockholders, not less than 90
days nor more than 120 days prior to the anniversary date of the immediately
preceding Annual Meeting of Stockholders; and
(2) with respect to a Special Meeting of Stockholders, not less than 60
days nor more than 90 days prior to such meeting or not more than 10 days
following the day on which public announcement of the date of the Special
Meeting of Stockholders is first made, whichever is later.
Any such notice shall set forth as to each matter the Stockholder proposes to
bring before the Annual Meeting of Stockholders or the Special Meeting of
Stockholders, as the case may be, (i) a brief description of the business
desired to be brought before such meeting and the reasons for conducting such
business at such meeting, and, in the event that such business includes a
proposal to amend either the Restated Certificate of Incorporation of the
Corporation (the "Certificate") or these By-Laws, the text of the proposed
amendment; (ii) the name and address, as they appear on the Corporation's books,
of the Stockholder proposing such business; (iii) the class and number of shares
of the Corporation which are beneficially owned by the Stockholder; (iv) any
material interest of the Stockholder in such business; and (v) if the
Stockholder intends to solicit proxies in support of such Stockholder's
proposal, a representation to that effect. The foregoing notice requirements
shall be deemed satisfied by a Stockholder if the Stockholder has notified the
Corporation of his or her intention to present a proposal at the Annual Meeting
of Stockholders or the Special Meeting of Stockholders, as the case may be, and
such Stockholder's proposal has been included in a proxy statement that has been
prepared by management of the Corporation to solicit proxies for such meeting;
provided, however, that if such Stockholder does not appear or send a qualified
representative to present such proposal at such meeting, the Corporation need
not present such proposal for a vote at such meeting, notwithstanding that
proxies in respect of such vote may have been received by the Corporation. No
business shall be conducted at an Annual Meeting of Stockholders or a Special
Meeting of Stockholders, as the case may be, except in accordance with this
Section 8(a), and the presiding officer of any Annual Meeting of Stockholders or
Special Meeting of Stockholders, as the case may be, may refuse to permit any
business to be brought before such meeting without compliance with the foregoing
procedures or if the Stockholder solicits proxies in support of such
Stockholder's proposal without such Stockholder having made the representation
required by clause (v) of the second preceding sentence.
(b) Nominations of persons for election as Directors may be made at an
Annual Meeting of Stockholders or at a Special Meeting of Stockholders by (i)
the Board of Directors or (ii) any Stockholder who is a Stockholder of record at
the time of giving of the notice of nomination provided for in this Section 8(b)
and who is entitled to vote for the election of Directors. Any Stockholder of
record entitled to vote for the election of Directors at an Annual Meeting of
Stockholders or a Special Meeting of Stockholders, as the case may be, may
nominate a person or persons for election as Directors only if written notice of
such Stockholder's intent to make such nomination is given, either by personal
delivery or by United States mail, postage prepaid, to the Secretary at the
principal executive offices of the Corporation,
(1) with respect to an Annual Meeting of Stockholders, not less than 90
days nor more than 120 days prior to the anniversary date of the immediately
preceding Annual Meeting of Stockholders; and
(2) with respect to a Special Meeting of Stockholders, not less than 60
days nor more than 90 days prior to such meeting or not more than 10 days
following the day on which public announcement of the date of the Special
Meeting of Stockholders is first made and of the nominees to be elected at such
meeting, whichever is later.
Each such notice shall set forth: (i) the name and address of the Stockholder
who intends to make the nomination and of the person or persons to be nominated;
(ii) a representation that the Stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (iii) a description of all arrangements or understandings between the
Stockholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the Stockholder; (iv) such other information regarding each nominee proposed by
such Stockholder as would have been required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange Commission had
each nominee been nominated, or intended to be nominated, by the Board of
Directors; (v) the consent of each nominee to serve as a Director if so elected;
and (vi) if the Stockholder intends to solicit proxies in support of such
Stockholder's nominee(s), a representation to that effect. The presiding officer
of any Annual Meeting of Stockholders or Special Meeting of Stockholders, as the
case may be, to elect Directors and the Board of Directors may refuse to
acknowledge any attempted nomination of any person not made in compliance with
the foregoing procedure or if the Stockholder solicits proxies in support of
such Stockholder's nominee(s) without such Stockholder having made the
representation required by clause (vi) of the preceding sentence.
(c) If any Special Meeting of Stockholders is adjourned, postponed or
delayed for any reason, then the calculation of the date by which any notice
must be given pursuant to this Section 8 shall be calculated from the date for
which the Special Meeting of Stockholders was originally scheduled.
(d) Nothing contained in this Section 8 shall modify the applicability of
(i) the requirements under Rule 14a-8(e) of the Securities Exchange Act of 1934,
as amended (the "Act") (or any successor rule), relating to the deadline for
submission of proposals made by Stockholders to be included in the Corporation's
proxy statement or (ii) any other requirement contained in Section 14 of the Act
or the rules thereunder."
