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EXHIBIT 3.2
AMENDED AND RESTATED
BY-LAWS
OF
McDERMOTT INTERNATIONAL, INC.
(as amended to March 1, 2000 )
ARTICLE I
Meetings of Stockholders
Section 1. The annual and any special meetings of the stockholders shall be
held on the date and at the time and place designated in the notice of such
meetings or in a duly executed waiver of notice thereof.
Section 2. A special meeting of the stockholders may be held at any time
upon the call of the Chief Executive Officer or by order of the Board of
Directors.
Section 3. Whether or not a quorum is present at any stockholders' meeting,
the meeting may be adjourned from time to time by the vote of the holders of a
majority of the voting power of the shares of the outstanding capital stock of
the Company present in person or represented by proxy at the meeting, as they
shall determine.
Section 4. Holders of a majority of the voting power of the shares of the
outstanding capital stock of the Company entitled to vote, present in person or
represented by proxy, shall constitute a quorum for the transaction of all
business at any meeting of the stockholders.
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Section 5. In all matters arising at stockholders' meetings, a majority of
the voting power of the shares of the outstanding capital stock of the Company
present in person or represented by proxy at the meeting shall be necessary and
sufficient for the transaction of any business, except where some larger
percentage is affirmatively required by law or by the certificate of
incorporation.
Section 6. At any meeting of stockholders, the chairman of the meeting may
appoint two inspectors who shall subscribe an oath or affirmation to execute
faithfully the duties of inspectors with strict impartiality and according to
the best of their ability, to canvass the votes on any matter and make and sign
a certificate of the result thereof. No candidate for the office of director
shall be appointed as such inspector with respect to the election of directors.
Such inspectors shall be appointed upon the request of the holders of ten
percent (10%) or more of the voting power of the shares of the outstanding
capital stock of the Company present and entitled to vote on such matter.
Section 7. All elections of directors shall be by ballot. The chairman of
the meeting may cause a vote by ballot to be taken upon any other matter, and
such vote by ballot shall be taken upon the request of the holders of ten
percent (10%) or more of the voting power of the shares of the outstanding
capital stock of the Company present and entitled to vote on such matter.
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Section 8. The meetings of the stockholders shall be presided over by the
Chief Executive Officer, or if he is absent or unable to preside, by the
Chairman and if neither the Chief Executive Officer nor the Chairman is present
or able to preside, then by a Vice Chairman; if more than one Vice Chairman is
present and able to preside the Vice Chairman who shall have held such office
for the longest period of time shall preside; if neither the Chief Executive
Officer nor the Chairman nor a Vice Chairman is present and able to preside,
then the President shall preside; if none of the above is present and able to
preside, then a person shall be elected at the meeting to preside over same. The
Secretary of the Company, if present, shall act as secretary of such meetings
or, if he is not present, an Assistant Secretary shall so act; if neither the
Secretary nor an Assistant Secretary is present, then a secretary shall be
appointed by the person presiding over the meeting.
The order of business shall be as follows:
(a) Calling of meeting to order
(b) Election of chairman and the appointment of a secretary, if necessary
(c) Presentation of proof of the due calling of the meeting
(d) Presentation and examination of proxies
(e) Settlement of the minutes of the previous meeting
(f) Reports of officers and committees
(g) The election of directors, if an annual meeting, or a meeting called
for that purpose
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(h) Unfinished business
(i) New business
(j) Adjournment.
Section 9. At every meeting of the stockholders, all proxies shall be
received and taken in charge of and all ballots shall be received and canvassed
by the secretary of the meeting who shall decide all questions touching the
qualification of voters, the validity of the proxies, and the acceptance or
rejection of votes, unless inspectors shall have been appointed, in which event
such inspectors shall perform such duties and decide such questions with respect
to the matter for which they have been appointed.
Section 10. At any meeting of the stockholders, only such business shall be
conducted as shall have been brought before the meeting (a) by or at the
direction of the Board of Directors, or (b) by any stockholder of the Company of
record at the time of giving of the notice provided for in this Section, who
shall be entitled to vote at such meeting and who complies with the notice
procedures set forth in this Section. For business to be properly brought before
a stockholder meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the Secretary of the Company. To be timely, a
stockholder's notice must be addressed to the attention of the Secretary and
delivered to or mailed and received at the principal executive offices of the
Company not less than 90 days nor more than 120
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days prior to the first anniversary of the preceding year's annual meeting of
stockholders; provided, however, that if the date of the annual meeting is
advanced more than 30 days prior to or delayed by more than 60 days after such
anniversary date, notice by the stockholder to be timely must be so delivered
not earlier than the 120th day prior to such annual meeting and not later than
the close of business on the later of the 90th day prior to such annual meeting
or the 10th day following the day on which public announcement of the date of
such meeting is first made by the Company. The stockholder's notice shall set
forth (i) the name and address of the stockholder proposing such business and of
the beneficial owner, if any, on whose behalf the proposal or nomination is
made; (ii) a representation that the stockholder is entitled to vote at such
meeting and a statement of the number of shares of the Company which are owned
by the stockholder and the number of shares which are beneficially owned by the
beneficial owner, if any; (iii) a representation that the stockholder intends to
appear in person or by proxy at the meeting to nominate the person or persons or
to propose the business specified in the notice; and (iv) as to each person the
stockholder proposes to nominate for election or re-election as a director, the
name and address of such person and such other information regarding such
nominee as would be required in a proxy statement filed pursuant to the rules of
the Securities and Exchange Commission had such nominee been nominated by the
Board
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of Directors, and a description of any arrangements or understandings between
the stockholder and such nominee and any other persons (including their names),
pursuant to which the nomination is to be made, and the written consent of each
such nominee to being named in the proxy statement as a nominee and to serve as
a director if elected; or, as to each matter the stockholder proposes to bring
before the meeting, a brief description of the business desired to be brought
before the meeting, the reasons for conducting such business at the meeting, and
any material interest of the stockholder in such business. The chairman of the
meeting may refuse to permit any business to be brought before an annual meeting
by a stockholder not in compliance with the provisions of this Section.
Notwithstanding the foregoing provisions of this Section, a stockholder shall
also comply with all applicable requirements of the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder, and with all other
applicable laws, rules and regulations, with respect to the matters set forth in
this Section.
ARTICLE II
Directors
Section 1. The business and affairs of the Company shall be managed by its
Board of Directors in accordance with the provisions of the Articles of
Incorporation. The number of Directors shall be as provided in the Articles of
Incorporation.
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Section 2. Meetings of the Board of Directors may be called by the Chairman
or by the Chief Executive Officer or by a majority of the directors by giving
notice to each director.
Section 3. Meetings of the Board of Directors shall be presided over by the
Chairman, or if the Chairman so requests or is absent or unable to preside, by
the Chief Executive Officer; if neither the Chairman nor the Chief Executive
Officer is present and able to preside, then by a Vice Chairman; if more than
one Vice Chairman is present and able to preside, the Vice Chairman who shall
have held such office for the longest period of time shall preside; if neither
the Chairman nor the Chief Executive Officer nor a Vice Chairman is present and
able to preside, then the President shall preside; if none of the above is
present and able to preside, then one of the Directors shall be elected at the
meeting to preside over same.
Section 4. Whether or not a quorum is present at any meeting of the Board
of Directors, a majority of the directors present may adjourn the meeting from
time to time as they may determine. Notice need not be given of any such
adjourned meeting if the time and place thereof are announced at the meeting at
which the adjournment is taken. Any business may be transacted at the adjourned
meeting which might have been transacted at the original meeting.
Section 5. Any committee of the Board of Directors shall have and may
exercise the powers of the Board of Directors in the management of the business
and affairs of the Company to the
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extent provided in the resolution by which such committee is designated, except
that no such committee shall have authority to alter or amend the By-Laws, or to
fill vacancies in either the Board of Directors or its own membership. In the
absence or disqualification of any member of such a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any such absent or
disqualified member. Each such committee shall meet at stated times or on notice
to all by any of its own number. It shall fix its own rules of procedure. A
majority shall constitute a quorum and the affirmative vote of a majority of
those present at a meeting at which a quorum is present shall be the act of such
committee. Each such committee shall keep minutes of its proceedings.
Section 6. Directors shall receive as compensation for their services an
amount in addition to actual expenses incident to the attending of meetings to
be fixed by resolution of the Board of Directors. Nothing in this section shall
be construed to preclude a Director from serving the Company in any other
capacity and receiving compensation therefor.
Section 7. A Director shall not serve past his attaining the age of 70, and
any such Director who attains age 70 during a term to which he was elected shall
immediately resign and retire from the Board of Directors; provided, however,
that any Director
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of the Company as of November 13, 1998 who is, or will attain during his current
term, the age of 70 may continue to serve as a Director for the remainder of
such Director's current term, and that up to 10% of the Directors, but in no
event less than one Director, may serve beyond age 70, and up to age 72, with
the approval of The Directors' Nominating and Governance Committee.
No person shall be nominated for election or serve as a Director who has
served as a Director of the Company, together with its parent and subsidiary
companies, for a cumulative period of twenty (20) years and any such person
whose service as a Director totals twenty (20) years during a term to which he
is elected shall resign and retire from the Board of Directors as of the next
annual meeting of the stockholders.
Section 8. A Director of this Corporation who is, under Section 411(a) of
the Employee Retirement Income Security Act of 1974 of the United States of
America, under a disability to serve as a fiduciary of an employee benefit plan,
as that term is defined in Section 3(3) of said Act shall not serve as a
fiduciary of any such employee benefit plan with respect to which the Company or
any of its subsidiaries is an employer as defined in Section 3(5) of said Act;
and, during the period of such disability, such Director shall be precluded from
acting in any manner with respect to any such plan. Any Director who is disabled
from serving as a fiduciary of an employee benefit plan under Section 411(a) of
said Act shall be requested to consent, in writing, to the applicability of this
By-Law to him.
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ARTICLE III
Officers
Section 1. The officers of this Company shall be elected annually by the
Board of Directors at its first meeting following the annual meeting of
stockholders or from time to time and shall hold office until their successors
are elected and qualify, or until their earlier death, resignation or removal.
Such officers shall consist of a Chairman of the Board of Directors, a Chief
Executive Officer, one or more Vice Chairmen of the Board of Directors, a
President, one or more Vice Presidents, a Secretary, a Treasurer and one or more
Controllers. In these By-Laws, the Chairman of the Board of Directors is
sometimes referred to as "Chairman", and the Vice Chairman or Vice Chairmen of
the Board of Directors are sometimes referred to as "Vice Chairman" or "Vice
Chairmen", respectively. The Board of Directors may in addition elect at such
meeting or from time to time one or more Assistant Secretaries and one or more
Assistant Treasurers and one or more Assistant Controllers. Any number of
offices may be held by the same person.
Section 2. The officers shall have such powers and duties as may be
provided in these By-Laws and as may be conferred upon or assigned to them by
the Board of Directors from time to time.
Section 3. The Chairman shall preside over meetings of the Board of
Directors, as stated elsewhere in these By-Laws.
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Section 4. The Chief Executive Officer shall preside over meetings of the
shareholders, as stated elsewhere in these By-Laws; subject to the direction of
the Board of Directors, he shall have and exercise direct charge of and general
supervision over all business and affairs of the Company and shall perform all
duties incident to the office of the Chief Executive Officer of a corporation,
and such other duties as may be assigned to him by the Board of Directors.
Section 5. Each Vice Chairman of the Board of Directors shall have and
exercise such powers and perform such duties as may be conferred upon or
assigned to him by the Board of Directors or by the Chief Executive Officer.
Section 6. The President shall be the Chief Operating Officer of the
Company and shall have and exercise such powers and perform such duties as may
be conferred upon or assigned to him by the Board of Directors or by the Chief
Executive Officer.
Section 7. Each Vice President shall have and exercise such powers and
perform such duties as may be conferred upon or assigned to him by the Board of
Directors or by the Chief Executive Officer.
Section 8. Each Controller shall have and exercise such powers and perform
such duties as may be conferred upon or assigned to him by the Board of
Directors or by the Chief Executive Officer.
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Section 9. The Secretary shall give proper notice of meetings of
stockholders and directors, shall be custodian of the book in which the minutes
of such meetings are kept, and shall perform such other duties as shall be
assigned to him by the Board of Directors or by the Chief Executive Officer.
Section 10. The Treasurer shall keep or cause to be kept accounts of all
monies of the company received or disbursed, shall deposit or cause to be
deposited all monies and other valuables in the name of and to the credit of the
Company in such banks and depositories as the Board of Directors shall
designate, and shall perform such other duties as shall be assigned to him by
the Board of Directors or by the Chief Executive Officer. All checks or other
instruments for the payment of money shall be signed in such a manner as the
Board of Directors may from time to time determine.
Section 11. Any officers of the Company may be removed, with or without
cause, by resolution adopted by the Board of Directors at a meeting called for
that purpose.
ARTICLE IV
Seals
The corporate seal of this Company shall be a circular seal with the name
of the Company around the border and the word "SEAL" in the center.
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ARTICLE V
Any of these By-Laws may be amended, altered or repealed and additional
By-Laws may be adopted by the Board of Directors by the affirmative vote of a
majority of the whole Board cast at a meeting duly held, except that the vote of
two-thirds of the outstanding shares of the Company entitled to vote shall be
required to amend, alter or repeal Section 1 or Section 9 of Article II or this
Article V (as it applies to said Section 1 and 9 of Article II) of these
By-Laws.
ARTICLE VI
Indemnification
Section 1. Each person (and the heirs, executors and administrators of such
person) who is or was a director or officer of the Company shall in accordance
with Section 2 of this Article VI be indemnified by the Company against any and
all liability and reasonable expense that may be paid or incurred by him in
connection with or resulting from any actual or threatened claim, action, suit
or proceeding (whether brought by or in the right of the Company or otherwise),
civil, criminal, administrative or investigative, or in connection with an
appeal relating thereto, in which he may become involved, as a party or
otherwise, by reason of his being or having been a director or officer of the
Company or, if he shall be serving or shall have served in such capacity at the
request of the Company, a director, officer, employee or agent of another
corporation or
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any partnership, joint venture, trust or other entity whether or not he
continues to be such at the time such liability or expense shall have been paid
or incurred, provided such person acted, in good faith, in a manner he
reasonably believed to be in or not opposed to the best interest of the Company
and in addition, in criminal actions or proceedings, had no reasonable cause to
believe that his conduct was unlawful. As used in this ARTICLE VI, the terms,
"liability" and "expense" shall include, but shall not be limited to, counsel
fees and disbursements and amounts of judgments, fines or penalties against, and
amounts paid in settlement by, such director or officer. The termination of any
actual or threatened claim, action, suit or proceeding, civil, criminal,
administrative, or investigative, by judgment, settlement (whether with or
without court approval), conviction or upon a plea of guilty or nolo contendere,
or its equivalent, shall not create a presumption that such director or officer
did not meet the standards of conduct set forth in this Section 1.
Section 2. Every such director and officer shall be entitled to
indemnification under Section 1 of this ARTICLE VI with respect to any claim,
action, suit or proceeding of the character described in such Section 1 in which
he may become in any way involved as set forth in such Section 1, if (i) he has
been wholly successful on the merits or otherwise in respect thereof, or (ii)
the Board of Directors acting by a majority vote of a quorum consisting of
directors who are not parties to (or who have been wholly successful with
respect to) such claim,
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action, suit or proceeding, finds that such director or officer has met the
standards of conduct set forth in such Section 1 with respect thereto, or (iii)
a court determines that he has met such standards with respect thereto, or (iv)
independent legal counsel (who may be the regular counsel of the Company)
deliver to the Company their written advice that, in their opinion, he has met
such standards with respect thereto.
Section 3. Expenses incurred with respect to any claim, action, suit or
proceeding of the character described in Section 1 of this ARTICLE VI may be
advanced by the Company prior to the final disposition thereof upon receipt of
an undertaking by or on behalf of the recipient to repay such amount unless it
is ultimately determined that he is entitled to indemnification under this
ARTICLE VI.
Section 4. The rights of indemnification under this ARTICLE VI shall be in
addition to any rights to which any such director or officer or any other person
may otherwise be entitled by contract or as a matter of law.
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