EXHIBIT 3-2
AMENDED
BY - LAWS
of
THE GOLDFIELD CORPORATION
(a Delaware corporation)
ARTICLE I
Offices
The principal office in the State of Delaware shall be 100 West Tenth
Street, Wilmington, Delaware, and other offices may be established at such other
place or places as may be fixed by the Board of Directors.
ARTICLE II
Seal
The corporate seal of this Company is shown by the impress, as follows:
ARTICLE III
Meeting of Stockholders
Where Held
Section 1. All meetings of stockholders of the Corporation other than the
Annual Meeting of Stockholders shall be held in such place within or without the
State of Delaware and at such time as shall be designated by the Board of
Directors.
Quorum
Section 2. Stockholders may vote at all meetings, either in person, or by
proxy in writing. A majority in amount of the stock issued and outstanding shall
be requisite at every meeting to constitute a quorum.
Annual Meeting
Section 3. The annual meeting of holders of stock as are entitled to notice
thereof and to vote thereat pursuant to the provisions of the Certificate of
Incorporation (hereinafter referred to as the "Annual Meeting of Stockholders")
for the purpose of electing directors and transacting such other business as may
come before it shall be held within the City of Wilmington, Newcastle County and
State of Delaware, or at such other place within or without the State of
Delaware as shall be designated by the Board of Directors at a time and place as
set by the Board of Directors. In the event that the Annual Meeting of
Stockholders is omitted by oversight, or otherwise on the date provided for, the
Board of Directors shall cause a meeting in lieu thereof to be held as soon as
convenient thereafter and business transacted or elections held at such meeting
shall be as valid as if transacted or held at the Annual Meeting of
Stockholders. Such subsequent meetings shall be called in the same manner as
provided for Special Meetings of Stockholders. At such Annual Meetings the
Stockholders present in person or by proxy, if there shall be a quorum, shall
elect by ballot the Board of Directors whose members shall serve for one year
and until their successors have been elected and qualified, each Stockholder
being entitled to one vote in person or by proxy, at every Annual Meeting or
Special Meeting of Stockholders for each share of stock standing registered in
his name, as of the record date.
Order of Business
Section 4. At the Annual Meeting of Stockholders, the order of business
shall be as follows:
(1) Call to order;
(2) Proof of Notice of Meeting;
(3) Announcement of Quorum Present;
(4) Appointment of Inspectors of Election;
(5) Election of Directors;
(6) Reports of Officers;
(7) Miscellaneous;
(8) Adjournment.
Notice
Section 5. Written notice of the Annual Meeting shall be mailed to each
Stockholder of record entitled to vote thereat at his address, as the same
appears on the stock books of the Company, at least ten days prior to the
meeting.
List of Stockholders
Section 6. A full list of the Stockholders entitled to vote at the ensuing
election, arranged in alphabetical order, showing the address of each
stockholder, and the number of shares held by each, shall be prepared by the
Secretary and filed in the principal office of the Company in Melbourne,
Florida, at least ten days before every election and shall at all times during
the usual hours for business be open to the examination of any Stockholder, or
other person entitled to vote at such meeting.
Special Meetings
Section 7. Special Meetings of the Stockholders may be called by the
President, and shall be called at the request, in writing or by a vote of a
majority of the Board of Directors, or at the request, in writing, of
Stockholders of record owning a majority in amount of the entire capital stock
of the Company issued and outstanding. A written notice stating the day and hour
and place of meeting and generally the nature of the business to be transacted,
shall be sent by the Secretary, or Assistant Secretary, or other person
designated by the President or Board of Directors or Stockholders requesting the
meeting, to each Stockholder of record, entitled to vote at such meeting, at
least ten days, exclusive of the day of mailing, before the date of every
Special Meeting of Stockholders, at such address as appears on the stock books
of the Company.
ARTICLE IV
Board of Directors
Number of Directors and Qualifications
Section 1. A Board of Directors of not less than three (3) nor more than
eleven (11) Directors shall have all management of the Corporation. Each
Director shall be a shareholder of the Corporation owning not less than 100
shares.
Section 2. The first meeting of each Board of Directors, for the purpose of
electing officers and transacting any other business which may come before the
meeting, shall be held without notice, immediately after the Annual Meeting of
Stockholders, at which said Directors are elected.
Quorum
Section 3. A majority of the whole Board of Directors shall be present at
each meeting to constitute a quorum for the transaction of any business.
Special Meetings
Section 4. Special Meetings of the Board of Directors may be called by the
President or by any two Directors on one day's notice by the Secretary or
Assistant Secretary to each Director.
Action of Directors by Resolution
Section 5. A resolution in writing, signed by all the members of the Board
of Directors, or Executive Committee, shall be deemed to be action by such
Board, or Executive Committee, as the case may be, to the effect therein
expressed, with the same force and effect as if the same had been duly passed by
the same vote at a duly convened meeting, and it shall be the duty of the
Secretary of the Company to record such resolution in the minute books of the
Company under its proper date.
Executive Committees and Other Committees
Section 6. The Board of Directors may create an Executive Committee to be
comprised of members of the Board, who shall serve following their appointment
until their successors shall be chosen. The Executive Committee shall have and
may exercise the powers of the Board of Directors in the management of the
business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it. All actions of the
Executive Committee shall be reported to the Board of Directors in each instance
at its next succeeding meeting, and the Committee shall appoint a Secretary at
each meeting, who shall keep the minutes thereof. The Committee shall consist of
three or more members and two members of the Committee shall constitute a quorum
for the transaction of business. All actions shall be effected by a majority of
the total number of members present. In the absence or disqualification of any
member of the Committee, the member or members thereof present at any meeting
and not disqualified for voting, whether or not he or they constitute a quorum,
may simultaneously appoint another member of the Board of Directors to act at
the meeting in the place of any such absent or disqualified member of the
Committee. Meetings of the Executive Committee may be called by any member
thereof upon not less than two hours' notice.
From time to time the Board may appoint any other committed or committees
for any other purpose or purposes which shall have such powers as shall be
specified in the resolution of appointment.
ARTICLE V
Election
Section 1. The Board of Directors shall annually elect, at its first
meeting after the Annual Meeting of Stockholders, a President, one or more Vice
Presidents, a Secretary and a Treasurer, all of whom shall hold office at the
pleasure of the Board of Directors for the term of one (l) year, and until their
successors are elected and qualified. The Board of Directors may also elect such
other officers or assistant officers as it deems appropriate from time to time.
Chairman the Board
Section 2. When a Chairman of the Board of Directors is elected and serves,
he shall preside at the meetings of Directors and, subject to the discretion and
control of the Board of Directors, he shall have such powers and duties as
generally pertain to the office of Chairman of the Board or as may from time to
time be prescribed by the Board of Directors.
President
Section 3. The President shall be the Chief Executive Officer of the
Corporation and subject to the direction and control of the Board of Directors
he shall have such powers and duties as generally pertain to the office of
President and Chief Executive Officer. He shall preside at meetings of the Board
of Directors in the absence of the Chairman of the Board and shall preside at
all meetings of stockholders.
Vice-President
Section 4. The Corporation may have one or more Vice-Presidents, as the
Board of Directors may from time to time deem advisable, and they shall have
such powers and shall perform such duties as the Board of Directors from time to
time shall fix.
Secretary
Section 5. The Secretary shall attend all meetings of the Board of
Directors and Stockholders, and act as Secretary thereof. The Secretary shall
perform such other duties as may be prescribed by the Board of Directors. In the
absence of the Secretary from any meeting of Stockholders or the Board of
Directors, the records of the proceedings of such meeting shall be kept and
authenticated by the Assistant Secretary, or by such other person as may be
appointed for that purpose at said meeting. One person may hold the combined
office of Secretary and Treasurer.
Assistant Secretary
Section 6. The Assistant Secretary may sign stock certificates with the
President or Vice-President, and shall perform such other duties as the Board of
Directors may from time to time determine.
Treasurer
Section 7. The Treasurer shall have the custody of all funds and securities
of the Company which may come into his hands. He may, when necessary or proper,
endorse on behalf of the Company for collection, notes, checks or other
obligations. He shall deposit all funds of the Company in such depositaries as
the Board of Directors may designate. When authorized by the Board of Directors,
he shall sign checks of the Company and pay out and dispose of the funds in his
custody.
His books and accounts shall be subject to inspection by any member of the
Board at any time, and he shall from time to time, as directed by the Board,
render a statement of his cash account and of all other accounts for which he is
responsible. He shall keep a full and accurate account of the moneys received
and paid out by him for the Company. He shall perform the acts incident to the
position of Treasurer, subject to the control of the Board of Directors, and if
so required, shall give bond for the faithful discharge of his duties in such
sums as the Board shall require.
Checks and Depositary
Section 8. All funds of the Company on deposit with designated depositaries
shall be subject to the check of the Company, signed by such officer or officers
as the Board may designate. The Board may designate one or more persons, not
officers or directors, to sign checks of the Company.
Vacancies and Resignations
Section 9. If the office of any Director or Officer becomes vacant by
reason of death, resignation, disqualification, or otherwise, or if the vacancy
in the office of Director arises by reason of an increase in the number of
Directors, the Board of Directors, or the Directors then in office, although
less than a quorum, by a majority vote, may choose a successor to fill the
vacancy in which event, the person so chosen shall hold office for the unexpired
term. Each resignation by an Officer or Director shall take effect at the time
the same is presented to the Board of Directors or at such later time as may be
specified therein.
Other Officers
Section 10. The Board of Directors may appoint such other officers from
time to time as they deem necessary and may confer upon them such powers as they
may see fit. The duties of one officer may at any time be delegated to any other
officer by the Board of Directors. All officers and agents shall be subject to
removal at any time by the affirmative vote of a majority of the whole Board of
Directors.
ARTICLE VI
Shares and Their Transfer
Certificates
Section 1. The Certificates for shares of the capital stock of the Company
shall be in such form not inconsistent with the Charter or Certificate of
Incorporation as shall be approved by the Board of Directors. Each Certificate
shall be signed by the President, or Vice-President, and also by the Secretary
or Assistant Secretary, and shall not be valid unless so signed. The signatures
may be facsimile. All certificates shall be consecutively numbered. The name of
the person owning the shares represented thereby, with the number of shares and
the date of issue, shall be entered on the Company's books. All Certificates
surrendered shall be cancelled and no new Certificates issued until the former
Certificates for the same number of shares shall have been surrendered and
cancelled, except for the shares provided for in Section 4 of this Article.
Transfer and Transfer Agents
Section 2. Transfers of stock shall be made upon the books of the Company
by the holder in person or by his power of attorney upon surrender and
cancellation of the Certificate or Certificates for such shares, but the Board
of Directors may from time to time appoint Transfer Agents and Registrars to
facilitate transfers by Stockholders, under such regulations as the Board of
Directors may from time to time prescribe. Any such appointment may be revoked
at any time by the Board, but as long as the same shall remain in force, no
Certificate of stock shall be binding upon the Company, or have any validity,
unless countersigned by one of such Transfer Agents, or unless the Board of
Directors shall otherwise order.
The countersignature of the Transfer Agent on a Certificate of stock may be
a facsimile signature, providing the Registrar's signature on a Certificate of
stock is manual.
The Board of Directors may, subject to any applicable provisions of the
laws of Delaware, fix a time in the future as a record date for the
determination of the Stockholders entitled to notice of and to vote at any
meeting of Stockholders or entitled to receive any dividends or distribution, or
any allotments of rights, or to exercise rights in respect to any change,
conversion, or exchange of shares. When a record date is so fixed, only
Stockholders of record on that date are entitled to notice of and to vote at the
meeting or to receive the dividend, distribution, or allotment of rights, as the
case may be, notwithstanding any transfer of any shares on the books of the
Corporation after the record date.
The Board of Directors may close the books of the Corporation against
transfers of shares during the whole or any part of such period (not less than
that required by law) as the Board of Directors may direct previous to and on
the date of a Stockholders' meeting, the date when the right to any dividend,
distribution, or allotment of rights vests, or the effective date of any change,
conversion or exchange of shares.
Addresses
Section 3. Every Stockholder shall furnish, the Secretary with an address
at which notice of meetings and all other notices may be served or mailed to
him. In default thereof, notice may be addressed to him at his last known
address, or residence, or at the principal office of the Company, 100 West Tenth
Street, Wilmington, Delaware.
Lost or Destroyed Certificates
Section 4. The Board of Directors may direct a new Certificate or
Certificates of stock to be issued in place of any Certificate or Certificates
theretofore issued by the Company alleged to have been destroyed or lost, and
the Board of Directors, when authorizing such issue of a new Certificate or
Certificates, may, in their discretion, and as a condition precedent to the
issuance thereof, require the owner of such lost or destroyed stock Certificate
or Certificates, or his legal representative, to give the Company a bond in such
sum as they may direct as indemnity against any claim that may be made against
the Company.
ARTICLE VII
The Fiscal Year of the Company shall begin on the 1st day of January and
end on the 31st day of December.
ARTICLE VIII
Dividends
Dividends, payable from net profits of the Company, may be declared and
paid at such times and in such amounts as the Board of Directors may from time
to time determine.
ARTICLE IX
Notice
Whenever notice is required by statute or by these By-Laws to be given to
the Stockholders or Directors, or to any of them, or to any officer of the
Company, personal notice is not meant unless expressly stated; and any notice so
required shall be deemed to be sufficient if given by depositing the same in the
post office in a sealed, postpaid wrapper, addressed to such Stockholder,
Director or Officer, at his usual residence or place of business, or at his
address as given upon the stock books of the Company, or by sending same by
telegram so addressed; and such notice shall be deemed to have been given at the
time when the same is delivered to the telegraph office or deposited in the post
office. Any Stockholder, Director or Officer of the Company may waive notice of
any Annual or Special Meeting of Stockholders or of the Board of Directors.
Meetings of the Stockholders may be held at any time without notice, when all
the Stockholders are present in person or by proxy. Meetings of the Directors
may be held without notice when all of the members are present. Directors
present at any meeting of the Board shall be deemed to have waived notice of the
time, place and objects of such meeting.
ARTICLE X
Voting Upon Stocks
Unless otherwise ordered by the Board of Directors, the President of the
Company, or in his absence, the Vice President thereof, or in the absence of
both, the Treasurer thereof, shall have full power and authority in behalf of
the Company to attend to and act and to vote at any meeting of the Stockholders
of any corporation in which the Company may hold stock, and at such meeting
shall possess and may exercise on behalf of the Company, any and all rights and
powers incident to the ownership of said stock, and which, as the owner thereof,
the Company might have possessed and exercised if present in person. The Board
of Directors, by resolution from time to time, may confer like powers upon any
other person or persons.
ARTICLE XI
Whenever all parties entitled to vote at any meeting, whether of Directors,
or Stockholders, or of the Executive Committee, consent, either in writing on
the records of the meeting, or by filing with the Secretary or by presence at
such meeting, an oral consent entered on the Minutes, or by taking part in the
deliberation of the meeting without objection, the doings of such meetings shall
be as valid as if had at a meeting regularly called and noticed, and at any such
meeting any business may be transacted which is not excepted from the written
consent or to the consideration of which no objection for want of notice is made
at the time, and if any meeting be irregular for want of notice, or consent,
provided a quorum is present at such meeting, the proceedings of such meeting
may be ratified and approved and rendered likewise valid and the irregularity or
defect therein waived by writing signed by all parties having a right to vote at
such meeting, and such consent or approval of Stockholders may be by proxy or
power of attorney in writing.
ARTICLE XII
The Directors shall have the power from time to time to alter, amend, or
repeal these By-Laws, or any part or portion thereof, in any manner not
inconsistent with the laws of the State of Delaware or the provisions of the
Certificate of Incorporation of this Corporation; and the Stockholders of this
Corporation shall have the power from time to time to alter, amend, or repeal
the By-Laws or any part or portion thereof, as provided by the laws of the State
of Delaware; all provided, however, that notice of any such proposed alteration,
amendment or repeal shall have first been specifically given.
ARTICLE XIII
Section 1. Inasmuch as the directors of this Company are men of diversified
business interests and are likely to be connected with other corporations with
which from time to time this Company must have business dealings, no contractor
other transactions between this Company and any other corporation shall be
affected by the fact that the directors of this company are interested in or are
directors or officers of any such other corporation, and any director,
individually, may be a party to or may be interested in any contract or
transaction of or with this Company.
Section 2. To the extent not inconsistent with Delaware law as in effect
from time to time, the Company shall indemnify each person (and his heirs,
executors, Administrators and other legal representatives) who is, or shall have
been, a director, officer or employee of this Company, or who is serving or
shall have served as a director, officer, partner or trustee of any corporation,
partnership, trust or organization of any type or kind, domestic or foreign, at
the request of this Company, against all liabilities and expenses (including
judgments, fines, penalties and attorneys' fees) reasonably incurred by or
finally determined against such person subsequent to the adoption of this
Section 2 to Article XIII, in connection with or arising out of any action, suit
or proceeding in which said person may be a party defendant or with which he may
be threatened or otherwise involved, directly or indirectly, by reason of his
having been a director, officer or employee of this Company or having served
another organization at the request of this Company in a capacity referred to
above, except in relation to matters as to which any such person shall be
finally adjudged in such action, suit or proceeding to have been liable for
misconduct or negligence in the performance of his duty to this Company, or in
respect of any action, suit or proceeding based on Section 16(b) of the Federal
Securities Exchange Act of 1934 or any other Federal or State statutory
provisions similar thereto; provided, however, that with respect to any fines,
penalties and other costs and expenses imposed upon such person in connection
with any criminal action or proceeding, indemnification shall not be made unless
this Company shall have received an opinion of independent counsel to the effect
that, with respect to the matter or matters out of which such action or
proceeding arose, such person was not liable for misconduct or negligent in the
performance of his duty to the Company and that such person acted in good faith,
for a purpose which he reasonably believed to be in the best interests of this
Company and had no reasonable cause to believe that his conduct was unlawful.
Section 3. The indemnification provided for in this Article shall also
apply to all amounts paid in compromise or in settlement (other than amounts
paid to this Company), and all expenses (including attorneys' fees) reasonably
incurred in connection therewith (irrespective of whether a judgment by consent
shall have been entered), provided that prior to such indemnification this
Company shall have received an opinion of independent counsel to the effect that
a person making such compromise or settlement would not have been liable for
misconduct or negligence in the performance of his duty to the Company in
connection with the matter or matters out of which such compromise or settlement
arose.
Section 4. Upon request therefor by any person enumerated in Section 2 of
this Article, the Company may from time to time, if authorized by the directors,
prior to final adjudication or compromise or settlement of the matter or matters
as to which indemnification is claimed, advance to such person all expenses
imposed upon or incurred by him to the date of such request if this Company
shall have received substantially concurrently with any such request an opinion
of independent counsel to the effect that it is probable that, upon termination
of the action, suit or proceeding or threatened action as to which such
reimbursement is sought, such person will be entitled to indemnification under
this Article in respect of such advances and that such advances may properly be
made by this Company. Any advance made pursuant to this Section 4 shall be made
on the condition that the person receiving such advance will repay to this
Company any amount so advanced if this Company does not receive substantially
concurrently with the determination of the matter or matters as to which such
advances were made an opinion of independent counsel to the effect that such
person is entitled to indemnification under this Article.
Section 5. The rights of indemnification under this Article XIII shall be
severable and shall be in addition to any rights to which any director, officer,
employee or other person may be entitled under any statute, agreement, vote of
stockholders or otherwise.
Adopted by the Board of Directors of The Goldfield Corporation on June 11,
1971.
/s/ James Sottile, III
------------------------
James Sottile, III
President
Attest:
/s/ Mary H. Leitner
---------------------
Mary H. Leitner
Secretary
