UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-2389
ROANOKE ELECTRIC STEEL CORPORATION
(Exact name of Registrant as specified in its charter)
Virginia 54-0585263
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
102 Westside Blvd., N.W., Roanoke, Virginia 24017
(Address of principal executive offices) (Zip Code)
(540) 342-1831
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if
changed since last report)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months, and (2) has been subject to such
filing requirements for the past 90 days.
Yes x No
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of April 30, 1997.
7,501,097 Shares outstanding
ROANOKE ELECTRIC STEEL CORPORATION
FORM 10-Q
CONTENTS
Page
1. Part I - Financial Information 3 - 10
Item 1. Financial Statements
a. Consolidated Balance Sheets 3
b. Consolidated Statements of Earnings 4
c. Consolidated Statements of Cash Flows 5
d. Notes to Consolidated Financial Statements 6 - 7
e. Independent Accountants' Report 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9 - 10
2. Part II - Other Information 11 - 12
Item 1. Legal Proceedings 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 12
3. Signatures 13
4. Exhibit Index pursuant to Regulation S-K 14
5. Exhibits
a. By-Laws 15
b. Financial Data Schedule 16
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
ROANOKE ELECTRIC STEEL CORPORATION
Consolidated Balance Sheets
ASSETS
(Unaudited)
April 30, October 31,
1997 1996
CURRENT ASSETS
Cash and cash equivalents $ 5,787,533 $ 1,038,689
Investments 6,439,678 6,059,853
Accounts receivable 35,643,594 40,479,798
Inventories 33,154,516 34,314,899
Prepaid expenses 1,675,368 651,013
Deferred income taxes 1,039,542 1,039,542
Total current assets 83,740,231 83,583,794
PROPERTY, PLANT AND EQUIPMENT
Land 4,291,522 4,291,522
Buildings 17,957,386 17,889,855
Other property and equipment 125,171,122 123,215,697
Assets under construction 2,582,457 1,054,026
Total 150,002,487 146,451,100
Less--accumulated depreciation 67,907,895 63,216,681
Property, plant and equipment, net 82,094,592 83,234,419
OTHER ASSETS 193,435 197,688
TOTAL $ 166,028,258 $ 167,015,901
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long-term debt $ 4,250,000 $ 4,250,000
Accounts payable 13,009,747 10,977,510
Dividends payable 900,132 904,944
Employees' taxes withheld 221,810 284,466
Accrued profit sharing contribution 1,879,270 3,911,957
Accrued wages and expenses 2,228,468 2,745,159
Accrued income taxes 944,806 879,569
Total current liabilities 23,434,233 23,953,605
LONG-TERM DEBT
Notes payable 34,916,667 39,541,666
Less--current portion 4,250,000 4,250,000
Total long-term debt 30,666,667 35,291,666
POSTRETIREMENT LIABILITIES 866,824 742,839
DEFERRED INCOME TAXES 13,016,700 12,594,700
STOCKHOLDERS' EQUITY
Common stock--no par value--authorized
20,000,000 shares, issued 9,007,040
shares in 1997 and 8,994,140 in 1996 2,036,646 1,916,796
Capital in excess of stated value 9,349,429 9,349,429
Retained earnings 96,342,604 92,097,683
Total 107,728,679 103,363,908
Less--treasury stock, 1,505,943 shares
in 1997 and 1,452,943 in 1996 -- at cost 9,684,845 8,930,817
Total stockholders' equity 98,043,834 94,433,091
TOTAL $ 166,028,258 $ 167,015,901
The accompanying notes to consolidated financial statements are an
integral part of this statement.
<TABLE>
ROANOKE ELECTRIC STEEL CORPORATION
Consolidated Statements of Earnings
<CAPTION>
(Unaudited) (Unaudited)
Three Months Ended Six Months Ended
April 30, April 30,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
SALES $ 61,299,896 $ 58,144,393 $ 119,651,630 $ 116,573,610
COST OF SALES 49,448,698 47,080,758 98,469,622 93,554,676
GROSS EARNINGS 11,851,198 11,063,635 21,182,008 23,018,934
OTHER OPERATING EXPENSES
Administrative 4,536,889 4,052,091 8,359,104 7,829,976
Interest, net 423,161 487,156 889,696 889,418
Profit sharing 1,134,597 923,924 1,879,270 2,161,989
Total 6,094,647 5,463,171 11,128,070 10,881,383
EARNINGS BEFORE INCOME TAXES 5,756,551 5,600,464 10,053,938 12,137,551
INCOME TAX EXPENSE 2,297,481 2,234,710 4,010,194 4,843,384
NET EARNINGS $ 3,459,070 $ 3,365,754 $ 6,043,744 $ 7,294,167
Weighted average number of common
shares outstanding 7,495,215 8,058,050 7,499,185 8,067,368
Net earnings per share of common stock $ 0.47 $ 0.41 $ 0.81 $ 0.90
Cash dividends per share of common stock $ 0.12 $ 0.11 $ 0.24 $ 0.22
The accompanying notes to consolidated financial statements are an integral part of this statement.
</TABLE>
<TABLE>
ROANOKE ELECTRIC STEEL CORPORATION
Consolidated Statements of Cash Flows
<CAPTION>
(Unaudited)
Six Months Ended
April 30,
1997 1996
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 6,043,744 $ 7,294,167
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Postretirement liabilities 123,985 124,124
Depreciation and amortization 4,708,780 3,938,276
Loss on sale of investments and property, plant and equipment 4,307 24,037
Deferred income taxes 422,000 (42,000)
Changes in assets and liabilities which provided
(used) cash, exclusive of changes shown seperately 4,457,672 (4,405,199)
Net cash provided by operating activities 15,760,488 6,933,405
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures for property, plant and equipment (3,557,142) (9,304,183)
Proceeds from sale of property, plant and equipment - 16,653
Purchase of investments (391,689) (2,043,359)
Other - 98,158
Net cash used in investing activities (3,948,831) (11,232,731)
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in notes payable - (11,000,000)
Cash dividends (1,798,824) (1,743,835)
Decrease in dividends payable (4,812) (32,807)
Proceeeds from exercise of common stock options 119,850 60,793
Payment of long-term debt (4,624,999) (11,562,499)
Proceeds from long-term debt - 34,500,000
Repurchase of common stock (754,028) (4,412,562)
Net cash provided by (used in) financing activities (7,062,813) 5,809,090
NET INCREASE IN CASH AND CASH EQUIVALENTS 4,748,844 1,509,764
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,038,689 6,999,644
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 5,787,533 $ 8,509,408
CHANGES IN ASSETS AND LIABILITIES WHICH PROVIDED
(USED) CASH, EXCLUSIVE OF CHANGES SHOWN SEPARATELY
(Increase) decrease in accounts receivable $ 4,836,204 $ 7,486,226
(Increase) decrease in inventories 1,160,383 (5,414,095)
(Increase) decrease in prepaid expenses (1,024,355) (4,145)
Increase (decrease) in accounts payable 2,032,237 (3,516,713)
Increase (decrease) in employees' taxes withheld (62,656) 97,563
Increase (decrease) in accrued profit sharing contribution (2,032,687) (2,241,042)
Increase (decrease) in accrued wages and expenses (516,691) (257,138)
Increase (decrease) in accrued income taxes 65,237 (555,855)
Total $ 4,457,672 $ (4,405,199)
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest $ 1,244,026 $ 882,130
Income taxes $ 3,522,958 $ 5,441,240
</TABLE>
The accompanying notes to consolidated financial statements are an
integral part of this statement.
ROANOKE ELECTRIC STEEL CORPORATION
Notes to Consolidated Financial Statements
April 30, 1997
Note 1. In the opinion of the Registrant, the accompanying unaudited
consolidated financial statements contain all adjustments
(consisting of only normal recurring accruals) necessary to present
fairly the financial position as of April 30, 1997 and the results
of operations for the three months and six months ended April 30,
1997 and 1996 and cash flows for the six months ended April 30, 1997
and 1996.
Note 2. Inventories include the following major classifications:
(Unaudited)
April 30, October 31,
1997 1996
Scrap Steel $ 3,758,962 $ 5,313,335
Melt Supplies 1,846,503 2,416,879
Billets 5,752,832 7,103,342
Mill Supplies 3,056,774 3,085,749
Finished Steel 18,739,445 16,395,594
Total Inventories $ 33,154,516 $ 34,314,899
Note 3. In October 1995, the Financial Accounting Standards Board issued
SFAS No. 123, "Accounting for Stock-Based Compensation." SFAS No.
123 is effective for transactions entered into in fiscal years that
begin after December 15, 1995. This statement adopts a "fair value
based method" of accounting for employee stock option plans or
similar stock-based compensation plans. Under the fair value based
method, compensation cost is measured at the grant date based on
the fair value of the award and is recognized over the service or
vesting period. The statement does allow entities to continue to
measure compensation using the "intrinsic value based method" of
Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees" (APB No. 25), provided that they make pro
forma disclosures on net income and earnings per common share as if
the fair value based method of accounting had been applied. The
Company has elected to continue to follow APB No. 25.
Note 4. In February 1997, the Financial Accounting Standards Board issued
SFAS No. 128, "Earnings per Share", which changes the method of
calculating earnings per share. SFAS No. 128 requires the
presentation of "basic" earnings per share and "diluted" earnings
per share on the face of the income statement. Basic earnings per
share is computed by dividing the net income available to common
shareholders by the weighted average shares of outstanding common
stock. The calculation of diluted earnings per share is similar to
basic earnings per share except that the denominator includes
dilutive common stock equivalents such as stock options and
warrants. The statement is effective for financial statements for
periods ending after December 31, 1997, and early adoption is not
permitted. The pro forma basic earnings per share and diluted
earnings per share calculated in accordance with SFAS No. 128 are
as follows:
(Unaudited) (Unaudited)
Three Months Six Months
Ended Ended
April 30, April 30,
1997 1996 1997 1996
Pro forma basic
earnings per share $ 0.47 $ 0.41 $ 0.81 $ 0.90
Pro forma diluted
earnings per share $ 0.46 $ 0.41 $ 0.80 $ 0.90
INDEPENDENT ACCOUNTANTS' REPORT
DELOITTE & TOUCHE LLP
Suite 1401 Telephone: (910) 721-2300
500 West Fifth Street Facsimile: (910) 721-2301
Winston-Salem, North Carolina 27152
Board of Directors
Roanoke Electric Steel Corporation:
We have reviewed the accompanying consolidated balance sheet of Roanoke
Electric Steel Corporation and subsidiaries as of April 30, 1997, and the
related consolidated statements of earnings and cash flows for the
three-month and six-month periods ended April 30, 1997 and 1996. These
financial statements are the responsibility of the Corporation's
management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical
procedures to financial data and of making inquiries of persons responsible
for financial and accounting matters. It is substantially less in scope
than an audit conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion regarding
the financial statements taken as a whole. Accordingly, we do not express
such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to such consolidated financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Roanoke Electric Steel
Corporation and subsidiaries as of October 31, 1996, and the related
consolidated statements of earnings, stockholders' equity, and cash flows
for the year then ended (not presented herein); and in our report dated
November 21, 1996, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set
forth in the accompanying consolidated balance sheet as of October 31, 1996
is fairly stated, in all material respects, in relation to the consolidated
balance sheet from which it has been derived.
Deloitte & Touche LLP
June 2, 1997
Deloitte Touche
Tohmatsu
International
PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain
significant factors which have affected the Company's earnings during the
periods included in the accompanying consolidated statements of earnings.
A summary of the period to period changes in the principal items included
in the consolidated statements of earnings is shown below:
Comparison of Increases (Decreases)
Three Months Ended Six Months Ended
April 30, April 30,
1997 and 1996 1997 and 1996
Amount Percent Amount Percent
Sales 3,155,503 5.4 3,078,020 2.6
Cost of Sales 2,367,940 5.0 4,914,946 5.3
Administrative Expenses 484,798 12.0 529,128 6.8
Interest Expense (63,995) (13.1) 278 0.0
Profit Sharing Expense 210,673 22.8 (282,719) (13.1)
Earnings before Income Taxes 156,087 2.8 (2,083,613) (17.2)
Income Tax Expense 62,771 2.8 (833,190) (17.2)
Net Earnings 93,316 2.8 (1,250,423) (17.1)
Sales increased for the six months compared as a result of increases in
tons shipped of both merchant bar and fabricated products, even though
selling prices declined for all product classes while billet shipments were
flat. The increase in sales for the three months compared was due mainly
to increased tons shipped for all product classes and improved selling
prices for bar products, in spite of reduced selling prices for fabricated
products and billets. Merchant bar shipments increased during both periods
compared as competition began to ease during the quarter and order levels
and backlogs increased. In spite of the competitive conditions in the
construction industry, fabricated product shipments improved as a result of
a severe winter last year which delayed shipments during both periods.
Selling prices for bar products improved for the quarter with more
favorable competitive conditions and demand, which prompted industry-wide
price increases, but coming too late to offset earlier price reductions
resulting in the slight drop in six month comparable prices. The higher
billet shipments for the quarter were due to improved domestic demand.
Billet selling prices declined in both periods with the downward trend in
scrap prices, which normally trigger changes in billet pricing. The lower
selling prices for fabricated products were due to the increased
competition. Cost of sales increased for both the six month and three
month periods compared primarily due to the increased tons shipped of
merchant bar and fabricated products, in spite of a drop in the cost of
scrap steel, our main raw material. The increased three month billet
shipments also contributed to the higher costs for the quarter. Gross
profit as a percentage of sales declined from 19.7% to 17.7% for the six
months compared due mainly to the lower selling prices for all product
classes, in spite of the lower scrap prices. Gross profit as a percentage
of sales increased from 19.0% to 19.3% for the three months compared
primarily as a result of the higher selling prices for mill products, the
increased production levels for merchant bar and fabricated products which
reduced unit costs for fixed expenses, and the lower scrap costs, which
more than offset the lower selling prices for fabricated products and
billets. Both gross profit and net earnings declined for the six months
compared, due mainly to the reduced margins in spite of the improved
shipment levels. For the three months compared, the increase in gross
profit margins for mill products at the higher shipment levels was the
primary reason for the increase in both gross profit and net earnings.
Administrative expenses increased in both periods compared mainly as a
result of higher insurance expenses. Executive and other compensation
increased for the quarter, but decreased for the six months compared, in
accordance with various incentive arrangements based on earnings and
production. Administrative expenses, as a percentage of sales, were
relatively constant for the periods compared. Interest expense was flat
for the six months compared as lower interest rates and increased
capitalized interest and interest income offset higher average borrowings.
Interest expense decreased for the three months compared due to the
reduction in interest rates and average borrowings, which more than offset
the decrease in capitalized interest and interest income. Profit sharing
expense, computed as a percentage of pre-tax income, declined for the six
months as a result of lower earnings and increased for the three months due
to improved earnings. The effective income tax rate was relatively
constant for both periods compared.
Working capital increased $675,809 during the period to $60,305,998 mainly
as a result of working capital provided from operations exceeding capital
expenditures, dividends, debt maturities and repurchases of common stock
amounting to $3,557,142, $1,798,824, $4,624,999 and $754,028, respectively.
The current ratio of 3.6 to 1 and the quick ratio of 2.0 to 1 both indicate
very sound liquidity and a healthy financial condition. In addition, cash,
cash equivalents and investments increased $5,128,669 during the period to
$12,227,211. Our $30,000,000 revolver, unused at April 30, 1997, provides
the liquidity and capital resources necessary to maintain our competitive
position and ensure future growth.
The Company last year approved a common stock buy-back plan. Currently,
609,200 shares of 750,000 authorized have been repurchased at a cost of
$8,489,977. At April 30, 1997, commitments for the purchase of property,
plant and equipment of $1,636,158, and the repurchase of the remaining
140,800 shares will affect future liquidity. Funding for these needs will
come from internally generated funds and the use of the revolver mentioned
above.
During the first half of the year, the ratio of debt to equity improved to
.69 to 1, and the percentage of long-term debt to total capital decreased
from 27.2% to 23.8%, due to current maturities reducing long-term debt by
$4,624,999, while stockholders' equity increased as net earnings of
$6,043,744 exceeded dividends of $1,798,824 and common stock repurchases of
$754,028.
From time to time, the Company may publish forward-looking statements
relating to such matters as anticipated financial performance, business
prospects, technological developments, new products, research and
development activities and similar matters. The Private Securities
Litigation Reform Act of 1995 provides a safe harbor for forward-looking
statements. In order to comply with the terms of the safe harbor, the
Company notes that a variety of factors could cause the Company's actual
results and experience to differ materially from the anticipated results or
other expectations expressed in the Company's forward-looking statements.
The risks and uncertainties that may affect the operations, performance,
development and results of the Company's business include economic and
industry conditions, availability and prices of supplies, prices of steel
products, competition, governmental regulations, interest rates, inflation,
labor relations, environmental concerns, and others.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
To the best of Registrant's information and belief no new legal
proceedings were instituted against Registrant or any of its
wholly-owned subsidiaries during the period covered by this report
and there was no material development in or termination of the
legal proceedings reported earlier by Registrant on Form 10-K for
fiscal year ended October 31, 1996 and Form 10-Q for the quarter
ended January 31, 1997, as previously filed with the commission.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On February 18, 1997, the Annual Meeting of Shareholders was held
and the following persons were elected as Class A directors of the
Registrant, with terms expiring in 2000:
Authority Not
Director For Withheld Voted
George B. Cartledge, Jr. 6,672,482 8,084 822,631
Thomas L. Robertson 6,671,569 8,997 822,631
Donald G. Smith 6,672,986 7,580 822,631
The following persons continued to serve as Class B and Class C
directors of the Registrant after the annual meeting:
Class B directors, with terms expiring in 1998
Frank A. Boxley
T.A. Carter
William L. Neal
Class C directors, with terms expiring in 1999
Charles I. Lunsford, II
Paul E. Torgersen
John D. Wilson
ITEM 5. OTHER INFORMATION.
On April 15, 1997, the Board of Directors of the Registrant
adopted an Amendment to the Corporations' By-Laws that increased
the current number of directors to ten. The Board appointment to
fill this newly created vacancy will serve as a Class B director
until the 1998 Annual Meeting of Shareholders.
PART II - OTHER INFORMATION
(con'd.)
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a. Exhibits.
(3)(b) By-Laws
(27) Financial Data Schedule
b. Reports on Form 8-K.
No reports on Form 8-K have been filed during the quarter for
which this report is filed.
Items 2 and 3 are omitted because the information required by these items
is not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ROANOKE ELECTRIC STEEL CORPORATION
Registrant
Date June 2,1997 Donald G. Smith
Donald G. Smith, Chairman, President,
Treasurer and Chief Executive Officer
(Principal Financial Officer)
Date June 2, 1997 John E. Morris
John E. Morris, Vice President-Finance
and Assistant Treasurer
(Chief Accounting Officer)
EXHIBIT INDEX
Exhibit No. Exhibit Page
(3)(b) By-Laws 15
(27) Financial Data Schedule 16
EXHIBIT NO. 3 (b)
BY-LAWS
EXHIBIT NO. 27
FINANCIAL DATA SCHEDULE
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from the 2nd
Quarter Consolidated Balance Sheets and Statement of Earnings and is qualified
in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-END> APR-30-1997
<CASH> 5,787,533
<SECURITIES> 6,439,678
<RECEIVABLES> 35,643,594
<ALLOWANCES> 0
<INVENTORY> 33,154,516
<CURRENT-ASSETS> 83,740,231
<PP&E> 150,002,487
<DEPRECIATION> 67,907,895
<TOTAL-ASSETS> 166,028,258
<CURRENT-LIABILITIES> 23,434,233
<BONDS> 30,666,667
0
0
<COMMON> 2,036,646
<OTHER-SE> 96,007,188
<TOTAL-LIABILITY-AND-EQUITY> 166,028,258
<SALES> 119,651,630
<TOTAL-REVENUES> 119,651,630
<CGS> 98,469,622
<TOTAL-COSTS> 98,469,622
<OTHER-EXPENSES> 10,238,374
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 889,696
<INCOME-PRETAX> 10,053,938
<INCOME-TAX> 4,010,194
<INCOME-CONTINUING> 6,043,744
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,043,744
<EPS-PRIMARY> .81
<EPS-DILUTED> .81
</TABLE>
BY-LAWS
OF
ROANOKE ELECTRIC STEEL CORPORATION
ARTICLE I
Offices
The principal office and place of business of the
Corporation shall be in the County of Roanoke, State of Virginia,
and the post office address of the Corporation shall be in the
City of Roanoke, State of Virginia.
ARTICLE II
Stockholders
Section 1 - Annual Meeting - The annual meeting of the
Stockholders of the Corporation shall be held on the third Monday
in January of each year.
Section 2 - Special Meetings - Special meetings of the
Stockholders may be called by the President and shall be called
by the President or Secretary at the request in writing of a
majority of the Board of Directors, or at the request in writing
by Stockholders owning a majority in amount of the entire capital
stock of the Corporation issued and outstanding and entitled to
vote.
Section 3 - Notice and Place of Meetings - The
Secretary shall cause written notice of the time and place of the
holding of each annual or special meeting to be mailed, at least
ten (10) days prior to such meeting, to each Stockholder entitled
to vote, to the post office address of record with the
Corporation. Notice of special meetings of the Stockholders
shall state the purpose or purposes of such meetings. Meetings
shall be held at such place in the City or County of Roanoke as
may be designated in the notice.
Section 4 - Quorum - At any meeting of the
Stockholders, the holders of a majority of the shares of the
capital stock of the Corporation, issued and outstanding and
entitled to vote, present in person or represented by proxy,
shall represent a quorum of the Stockholders for all purposes.
If the holders of the amount of stock necessary to
constitute a quorum shall fail to attend, in person or by proxy,
at the time and place of meeting, the Chairman of the meeting may
adjourn such meeting from time to time without notice, other than
by announcement at the meeting, until holders of the amount of
stock requisite to constitute a quorum shall attend. At any such
adjourned meeting, at which a quorum be present, any business may
be transacted which might have been transacted at the meeting as
originally called.
Section 5 - Organization - The President, and in his
absence, the Vice-President, shall call all of the meetings of
the Stockholders to order and shall act as Chairman of such
meetings. In the absence of the President and Vice-President,
the Board of Directors shall appoint any stockholder to act as
Chairman of such meeting. The Secretary of the Corporation shall
act as Secretary of all meetings of the Stockholders, and in the
absence of the Secretary, the presiding officer may appoint any
person to act in such capacity.
Section 6 - Voting - At each meeting of the
Stockholders, every Stockholder shall be entitled to vote in
person or by proxy appointed by an instrument in writing,
subscribed by such Stockholder, or by his duly authorized
attorney, and delivered to the Secretary at the meeting, and he
shall have one vote for each share of stock entitled to vote and
registered in his name at the time of taking the list of
Stockholders for such meeting. No share of stock shall be voted
at any election which shall have been transferred on the books of
the Corporation within twenty (20) days next preceding such
election. Upon the demand of any Stockholder, the vote upon any
question before the meeting shall be by ballot.
It shall be the duty of the Secretary to prepare, at
least ten (10) days before every meeting, a complete list of the
Stockholders entitled to vote, arranged in alphabetical order and
indicating the number of shares held by each. Such list shall
be open for inspection by any Stockholder at the principal place
of business of the Corporation during business hours for the ten
(10) days preceding the meeting.
Section 7 - Inspectors - At each meeting of the
Stockholders, one (1) or more inspectors of election may be
appointed by the presiding officer. It shall be the duty of the
inspectors of election to count and certify to the Secretary the
results of all votes at such meeting. In the absence of the
appointment of such inspector or inspectors, the Secretary shall
perform such duties.
Section 8 - Order of Business - At meetings of the
Stockholders, the order of business shall be:
(1) Calling of roll.
(2) Proof of due notice of meeting or of waiver of
notice.
(3) Reading and disposal of unapproved minutes.
(4) Reports of officers and committees.
(5) Election of Directors.
(6) Unfinished business.
(7) New business.
(8) Adjournment.
ARTICLE III
Board of Directors
Section 1 - Number and Term of Office - The business
and property of the Corporation shall be managed and controlled
by a Board of not less than five, nor more than nine Directors.
The Directors shall be elected by ballot, by a majority of the
Stockholders present and voting in person or by proxy, at each
annual meeting of the Stockholders, and shall be elected to serve
for a term of one (l) year and until their successors shall be
elected and shall qualify.
Section 2 - Vacancies - In case of any vacancy in the
Board of Directors through death, resignation, disqualification
or other cause, the remaining Directors, by an affirmative vote
of the majority thereof, may elect a successor to hold office for
the unexpired portion of the term.
Section 3 - Annual Meetings - The annual meeting of the
Board of Directors of the Corporation shall be held on the second
Tuesday following the annual meeting of the Stockholders of the
Corporation.
Section 4 - Special Meetings - Special meetings of the
Board of Directors shall be held whenever called by the direction
of its Chairman or the President, or by one-third in number of
the Directors then in office.
Section 5 - Time, Place and Notice of Meetings - The
Secretary shall cause written notice of the time and place of the
holding of each annual or special meeting to be mailed, at least
ten (10) days prior to the date of such meeting, to each Director
to the post office address of record with the Corporation.
Section 6 - Quorum - A majority of the Board of
Directors shall constitute a quorum for the transaction of
business, but if at any meeting of the Board, there be less than
a quorum present, a majority of those present shall adjourn the
meeting from time to time.
Section 7 - Election and Salaries of Officers - The
Directors shall elect the officers of the Corporation and fix
their salaries.
Section 8 - Order of Business - At meetings of the
Board of Directors, the order of business shall be:
(1) Calling of roll.
(2) Proof of due notice of meeting or of waiver of
notice.
(3) Reading and disposal of any unapproved minutes.
(4) Reports of officers and committees.
(5) Election of officers.
(6) Unfinished business.
(7) New business.
(8) Adjournment.
ARTICLE IV
Section 1 - Officers - The officers of the Corporation
shall be a Chairman of the Board of Directors, a President, a
Vice-President, a Secretary and a Treasurer. Any two or more of
such offices, other than those of President and Secretary, may be
held by one person. The Board of Directors may, in its
discretion, elect more than one Vice-President, and an Assistant
Secretary and Assistant Treasurer. The officers shall be elected
at each annual meeting of the Board of Directors and shall be
elected to serve for a term of one (1) year or until removed by a
majority vote of the entire Board of Directors.
Section 2 - Powers and Duties of Officers
(a) The Chairman of the Board of Directors shall
preside at all meetings of the Board of Directors.
(b) President - The President shall be elected from
the Board of Directors and shall preside at all meetings of
the Stockholders, and, in the absence of the Chairman of
the Board of Directors, at all meetings of the Directors.
He shall have power to sign certificates of stock, to sign
and execute all contracts, deeds, leases and other
documents, and to sign checks, drafts, notes and orders for
the payment of money, and to appoint, discharge and fix the
salaries of agents and employees. He shall have general
and active management of the business of the Corporation
and shall perform all of the duties incident to the office
of President.
(c) Vice-President - The Vice-President, or
Vice-Presidents, shall have such powers and perform such
duties as may be delegated to him or them by the Board of
Directors. In the absence or disability of the President,
the senior Vice-President may perform the duties and
exercise the powers of the President.
(d) Treasurer and Assistant Treasurer - The Treasurer
shall have custody of all funds and securities of the
Corporation and shall keep a full and accurate account of
all monies received and paid by him on account of the
Corporation. He shall have power to sign all checks,
drafts, notes and orders for the payment of money and shall
perform all acts incident to the position of Treasurer,
subject to the control of the Board of Directors. The
Assistant Treasurer shall have such powers and duties as
may be delegated to him by the Board of Directors and, in
the absence or disability of the Treasurer, may perform the
duties and exercise the powers of the Treasurer.
(e) Secretary and Assistant Secretary - The Secretary
shall keep the minutes of all meetings of the Board of
Directors and Stockholders, and shall give and serve all
notices. The Secretary shall attest and countersign all
contracts, deeds, leases and other documents where
necessary, and shall have charge and custody of the seal,
and of the stock certificate books, transfer books and
stock ledgers of the Corporation, and shall, in general,
perform all duties usually incident to the office of
Secretary. The Assistant Secretary shall have such powers
and duties as may be delegated to him by the Board of
Directors and, in the absence or disability of the
Secretary, may perform the duties and exercise the powers
of the Secretary.
ARTICLE V
Capital Stock, Dividends and Seal
Section 1 - Certificates of Shares - The certificates
for the shares of the capital stock of the Corporation shall be
in such form as may be approved by the Board of Directors. The
certificates shall be signed by the President and the Secretary
or Treasurer of the Corporation and shall be consecutively
numbered. The name of the person owning the shares represented
by each certificate, with the number of such shares and the date
of issue, shall be entered on the Corporation's books. The
Corporation may treat the holder of record of any share or shares
of stock as the holder-in-fact thereof, and shall not be bound
to recognize any claim to or interest in any such share on the
part of any other person.
Section 2 - Transfer of Shares - Shares of the capital
stock of the Corporation shall be transferable by the holder
thereof in person, or by his duly authorized attorney, upon
surrender and cancellation of certificates for a like number of
shares properly endorsed.
Section 3 - Regulations - The Board of Directors shall
have power and authority to make all such rules and regulations
as they may deem expedient concerning the issue, transfer and
registration of certificates for the shares of stock of the
Corporation.
Section 4 - Dividends - The Board of Directors may
declare dividends from the surplus of the Corporation or from the
net profits from the operation of its business at such times and
in such amounts as the Board, in its sole discretion, may
determine. Before the payment of any dividend or the
distribution of any profits, there may be set aside out of the
surplus or net profits arising out of the operation of the
business of the Corporation, such sum or sums as the Directors
from time to time think proper, either as working capital, a
reserve fund to meet contingencies, for the repair and
maintenance of the property of the Corporation, or for such other
purposes as the Directors shall think conducive to the interests
of the Corporation.
Section 5 - Corporate Seal - The corporate seal shall
have inscribed thereon the name of the Corporation, the year of
its organization, and the words "Corporate Seal" and "Virginia".
Section 6 - Fiscal Year and Financial Statements - The
fiscal year of the Corporation shall begin on the first day of
November and terminate on the 31st day of October in each year.
The Board of Directors shall publish and submit to the
Stockholders, along with the notice of the time and place of the
annual meeting, an operating statement of the Corporation for the
preceding fiscal year and a consolidated balance sheet showing
the assets and liabilities of the Corporation at the end of the
preceding fiscal year.
ARTICLE VI
Amendment of By-Laws
The By-Laws of the Corporation may be amended at any annual
or special meeting of the Corporation by a vote of the holders of
a majority of the shares of the capital stock of the Corporation
issued and outstanding and entitled to vote, present in person or
represented by proxy.
John W. Hancock, Jr.
President
ATTEST:
Elizabeth B. Hancock
Secretary
WAIVER OF NOTICE
We, the undersigned, being all of the members of the
Board of Directors of Roanoke Electric Steel Corporation, hereby
waive notice of the first meeting of the Board of Directors to be
held at the offices of Roanoke Iron and Bridge Works in the City
of Roanoke, Virginia at 4 p.m. o'clock on the 27th day of April,
1955, and consent to the transaction of all business that may
properly come before such meeting.
DATED at Roanoke, Virginia this 27th day of April, 1955.
John W. Hancock, Jr.
O.D. Oakey, Jr.
S. Colston Snead, Jr.
B.W. Morris
Charles P. Lunsford
A. Blair Antrim
John M. Donalson
ARTICLES OF AMENDMENT
TO BY-LAWS
OF ROANOKE ELECTRIC STEEL CORPORATION
Pursuant to Section 13.1 - 3(n), Code of Virginia, 1950, as
amended, Roanoke Electric Steel Corporation executes Articles of
Amendment to its By-Laws as follows:
(a) The name of the Corporation is ROANOKE ELECTRIC STEEL
CORPORATION.
(b) The amendment so adopted amends Article VI of the
By-Laws to read as follows:
"The Corporation shall indemnify each director
and officer of the Corporation, his heirs, executors,
administrators and personal representatives, against
any and all liabilities, judgments, fines, penalties
and claims (including amounts paid in settlement)
imposed upon or asserted against him by reason of his
being or having been an officer or director of the
Corporation or of any other corporation in which he
served or serves as a director or officer pursuant to
the written request of the Corporation (whether or not
he continues to be an officer or director at the time
of such imposition or assertion), and against all
expenses (including counsel fees) reasonably incurred
by him in connection therewith, except in respect of
matters as to which he shall have been finally
adjudged to be liable by reason of having been guilty
of negligence or misconduct in the performance of his
duty as such director or officer. In the event of any
other judgment against such officer or director or in
the event of a settlement, the indemnification shall
be made only if the Corporation shall be advised (a)
by the Board of Directors, in case none of the persons
involved shall then be a director of the Corporation,
or (b) by independent counsel appointed by the Board
of Directors, in case any of the persons involved
shall then be a director of the Corporation, that in
its or his opinion, as the case may be, such director
or officer was not guilty of negligence or misconduct
in the performance of his duty, and, in the event of a
settlement, that such settlement was, or, if still to
be made, would be, in the best interests of the
Corporation. If the determination is to be made by
the Board of Directors, it may rely, as to all
questions of law, upon the advice of independent
counsel. The foregoing right of indemnification shall
not be exclusive of other rights to which any director
or officer may be entitled as a matter of law or
otherwise."
(c) The meeting of the Board of Directors at which the
amendment was found to be in the best interests of the
Corporation and directed to be submitted to a vote at a meeting
of stockholders was held on the 18th day of October, 1967.
Notice was given to each stockholder of record entitled to vote
on the 15th day of December, 1967, such notice being given more
than twenty-five and less than fifty days before the date of the
meeting and was given in the manner provided in this Act, and was
accompanied by a copy of the proposed amendment; the date of the
adoption of the amendment by the stockholders was the 15th day of
January, 1968.
(d) The number of shares outstanding and the number of
shares entitled to vote on the amendment was 560,000 shares; all
shares being common stock of no par value, there was no class
entitled to vote thereon as a class.
(e) The number of shares present in person or by proxy
voted for the amendment was 441,265 shares and none against such
amendment.
(f) Such amendment does not effect a change in the amount
of stated capital.
(g) Such amendment does not effect a restatement of the
Articles of Incorporation.
Witness the signature of Roanoke Electric Steel Corporation,
by its President, with the corporate seal affixed and attested by
the Secretary thereof, this 20th day of January, 1968.
ROANOKE ELECTRIC STEEL CORPORATION
BY William M. Meador
President
ATTEST:
Donald G. Smith
Secretary
STATE OF VIRGINIA )
) To-Wit:
COUNTY OF ROANOKE )
I, Paul D. Sturgill, a Notary Public in and for the County
of Roanoke, State of Virginia, do hereby certify that William M.
Meador, and Donald G. Smith, President and Secretary respectively
of Roanoke Electric Steel Corporation, have this day personally
appeared before me and executed the foregoing Articles of
Amendment, and made oath that the matters therein stated are true
and correct.
Given under my hand this 20th day of January, 1968. My
commission expires April 4, 1968.
Paul D. Sturgill
Notary Public
ARTICLES OF AMENDMENT
TO BY-LAWS
OF ROANOKE ELECTRIC STEEL CORPORATION
Pursuant to Section 13.1 - 24, Code of Virginia, 1950,
as amended, Roanoke Electric Steel Corporation executes Articles
of Amendment to its By-Laws as follows:
(a) The name of the Corporation is ROANOKE ELECTRIC STEEL
CORPORATION.
(b) The amendment so adopted adds a new by-law, which would
be new Article VII, to read as follows:
"The power to alter, amend or repeal the By-laws
or adopt new by-laws shall be vested in the Board of
Directors. But by-laws made by the Board of Directors
may be repealed or changed, and new by-laws made, by
the stockholders and the stockholders may prescribe
that any by-law made by them shall not be altered,
amended or repealed by the Directors."
(c) The meeting of the Board of Directors at which the
amendment was found to be in the best interests of the
Corporation and directed to be submitted to a vote at a meeting
of stockholders was held on the 18th day of October, 1967.
Notice was given to each stockholder of record entitled to vote
on the 15th day of December, 1967, such notice being given more
than twenty-five and less than fifty days before the date of the
meeting and was given in the manner provided in this Act, and was
accompanied by a copy of the proposed amendment; the date of the
adoption of the amendment by the stockholders was the 15th day of
January, 1968.
(d) The number of shares outstanding and the number of
shares entitled to vote on the amendment was 560,000 shares; all
shares being common stock of no par value, there was no class
entitled to vote thereon as a class.
(e) The number of shares present in person or by proxy
voted for the amendment was 441,265 shares and none against such
amendment.
(f) Such amendment does not effect a change in the amount
of stated capital.
(g) Such amendment does not effect a restatement of the
Articles of Incorporation.
Witness the signature of Roanoke Electric Steel Corporation,
by its President, with the corporate seal affixed and attested by
the Secretary thereof, this 20th day of January, 1968.
ROANOKE ELECTRIC STEEL CORPORATION
BY William M. Meador
President
ATTEST:
Donald G. Smith
Secretary
STATE OF VIRGINIA )
) To-Wit:
COUNTY OF ROANOKE )
I, Paul D. Sturgill, a Notary Public in and for the County
of Roanoke, State of Virginia, do hereby certify that William
M.Meador, and Donald G. Smith, President and Secretary
respectively of Roanoke Electric Steel Corporation, have this day
personally appeared before me and executed the foregoing Articles
of Amendment, and made oath that the matters therein stated are
true and correct.
Given under my hand this 20th day of January, 1968. My
commission expires April 4, 1968.
Paul D. Sturgill
Notary Public
ARTICLES OF AMENDMENT
TO BY-LAWS
OF ROANOKE ELECTRIC STEEL CORPORATION
Pursuant to Section 13.1-24 of the Code of Virginia and
Article VII of the By-Laws of Roanoke Electric Steel
Corporation, The Board of Directors of Roanoke Electric Steel
Corporation hereby amends the By-Laws of the Corporation as
follows:
(a) Section 2 of Article V is amended by inserting
"(subject to such restrictions as may be placed upon the transfer
of shares under the terms of the following section)" between
"transferable" and "by".
(b) Section 3 of Article V is amended by adding to the
end of such section the following sentence: "The Board of
Directors may place such restrictions upon the transferability of
all or part of the shares of the capital stock of the
Corporation as may be necessary in the opinion of the Board to
insure that any issue of stock by the Corporation will comply
with applicable federal and state securities laws and with the
terms of any agreement of merger or other corporate
reorganization duly approved by the Board."
(c) The meeting of the Board of Directors at which the
amendment was found to be in the best interest of the Corporation
was held on the 19th day of August, 1975.
Witness the signature of Roanoke Electric Steel
Corporation, by its President, with the corporate seal affixed
and attested by the Secretary thereof, this 19th day of August,
1975.
ROANOKE ELECTRIC STEEL CORPORATION
By William M. Meador
President
ATTEST:
Donald G. Smith
Secretary
ARTICLES OF AMENDMENT
TO BY-LAWS
OF ROANOKE ELECTRIC STEEL CORPORATION
Pursuant to Section 13.1-24 of the Code of Virginia and
Article VII of the By-Laws of Roanoke Electric Steel
Corporation, the Board of Directors of Roanoke Electric Steel
Corporation executes Articles of Amendment to its By-Laws as
follows:
(a) The name of the Corporation is ROANOKE ELECTRIC
STEEL CORPORATION.
(b) The amendment so adopted amends Section 1 of
Article III to read as follows:
"The business and property of the Corporation shall be
managed and controlled by a Board of not less than five, nor more
than ten Directors. The Directors shall be elected by ballot,
by a majority of the Stockholders present and voting in person or
by proxy, at each annual meeting of the Stockholders, and shall
be elected to serve for a term of one (1) year and until their
successors shall be elected and shall qualify."
(c) The meeting of the Board of Directors at which the
amendment was found to be in the best interest of the Corporation
was held on the 16th day of September, 1975.
Witness the signature of Roanoke Electric Steel
Corporation, by its President, with the corporate seal affixed
and attested by the Secretary thereof, this 16th day of
September, 1975.
ROANOKE ELECTRIC STEEL CORPORATION
By William M. Meador
President
ATTEST:
Donald G. Smith
Secretary
ARTICLES OF AMENDMENT
TO BY-LAWS
OF ROANOKE ELECTRIC STEEL CORPORATION
Pursuant to Section 13.1-24 of the Code of Virginia and
Article VII of the By-Laws of Roanoke Electric Steel
Corporation, the Board of Directors of Roanoke Electric Steel
Corporation executes Articles of Amendment to its By-Laws as
follows:
(a) The name of the Corporation is ROANOKE ELECTRIC
STEEL CORPORATION.
(b) The amendment so adopted amends Section 1 of
Article III to read as follows:
"The business and property of the Corporation shall be
managed and controlled by a Board of not less than five, nor more
than eleven Directors. The Directors shall be elected by
ballot, by a majority of the Stockholders present and voting in
person or by proxy, at each annual meeting of the Stockholders,
and shall be elected to serve for a term of one (1) year and
until their successors shall be elected and shall qualify."
(c) The meeting of the Board of Directors at which the
amendment was found to be in the best interest of the Corporation
was held on the 17th day of April 1984.
Witness the signature of Roanoke Electric Steel
Corporation, by its President, with the corporate seal affixed
and attested by the Secretary thereof, this 17th day of April
1984.
ROANOKE ELECTRIC STEEL CORPORATION
By William M. Meador
President
ATTEST:
Donald G. Smith
Secretary
ARTICLES OF AMENDMENT TO BYLAWS OF
ROANOKE ELECTRIC STEEL CORPORATION
Pursuant to Section 13.1-24 of the Code of Virginia and
Article VII of the Bylaws of Roanoke Electric Steel Corporation,
the Board of Directors of Roanoke Electric Steel Corporation
hereby executes and approves these Articles of Amendment to its
Bylaws as follows:
(a) Article III, "Board of Directors", is hereby amended by
the addition of Section 9 as follows:
Section 9 - Executive Committee and Other
Committees
The Board of Directors of the Corporation,
by resolution adopted by a majority of the
Directors in office, may designate an
Executive Committee and/or such other
committees as from time to time shall be
deemed necessary and appropriate. The
Executive Committee shall be composed of two
or more Directors of the Corporation,
appointed by the Board of Directors, and, to
the extent provided in such resolution,
shall have and exercise all of the
authority of the Board of Directors except
to approve an amendment of the Articles of
Incorporation, a plan of merger or
consolidation, a plan of exchange under
which the Corporation would be acquired, the
sale, lease or exchange, or the mortgage or
pledge of for a consideration other than
money, of all or substantially all of the
property and assets of the Corporation
otherwise than in the ordinary and regular
course of business, the voluntary
dissolution of the Corporation, or
revocation of voluntary dissolution
proceedings. Other committees consisting of
two or more Directors, appointed by the
Board of Directors, may be designated by
resolution adopted by a majority of the
Directors present at a meeting at which a
quorum is present. Upon designation of any
committee, including the Executive
Committee, the Board of Directors shall
appoint a chairman thereof.
(b) A meeting of the Board of Directors at which this
Amendment was found to be in the best interest of the Corporation
was held January 29, 1985. A majority of the Board of Directors
then in office voted in favor of the Amendment.
WITNESS the signature of Roanoke Electric Steel Corporation,
by its President, with the corporate seal affixed and attested by
the Secretary of, this 29th day of January, 1985.
ROANOKE ELECTRIC STEEL CORPORATION
By Donald G. Smith
Attest: Thomas J. Crawford
Secretary
ARTICLES OF AMENDMENT TO BYLAWS OF
ROANOKE ELECTRIC STEEL CORPORATION
Pursuant to Section 13.1-714 of the Code of Virginia, 1950,
as amended, and Article VII of the Bylaws of Roanoke Electric
Steel Corporation, the Board of Directors of Roanoke Electric
Steel Corporation hereby executes and approves these Articles of
Amendment to its Bylaws as follows:
(a) Article IV, Section 1 is hereby amended to read as
follows:
Section 1 - Officers - The officers of the
Corporation shall be a Chairman of the Board of
Directors, a President, a Vice President, an
Assistant Vice President, a Secretary and a
Treasurer. The Board of Directors may, in its
discretion, elect more than one Vice President,
more than one Assistant Vice President, and an
Assistant Secretary and Assistant Treasurer. The
same individual may simultaneously hold more than
one office in the Corporation. The officers
shall be elected at each annual meeting of the
Board of Directors for a term of one (1) year or
until removed by a majority vote of the entire
Board of Directors.
(b) Article IV, Section 2 (c) is hereby amended to read as
follows:
(c) Vice President and Assistant Vice President - The
Vice President(s) and Assistant Vice President(s) shall
have the powers and perform such duties as may be delegated
to him or them by the Board of Directors. In the absence
or disability of the President, the senior Vice President
may perform the duties and exercise the powers of the
President.
(c) The meeting of the Board of Directors at which these
Amendments were found to be in the best interest of the
Corporation was held October 18, 1988. The majority of the Board
of Directors then in office voted in favor of the Amendments.
The Amendments were ratified by a majority of the Board of
Directors at its meeting on November 15, 1988.
WITNESS the signature of Roanoke Electric Steel Corporation,
by its President, with the corporate seal affixed and attested
by the Secretary thereof, this 15th day of November, 1988.
ROANOKE ELECTRIC STEEL CORPORATION
By Donald G. Smith
President
ATTEST:
Thomas J. Crawford
Secretary
ARTICLES OF AMENDMENT TO BYLAWS
OF
ROANOKE ELECTRIC STEEL CORPORATION
Pursuant to Section 13.1-714 of the Code of Virginia, 1950,
as amended, and Article VII of the Bylaws of Roanoke Electric
Steel Corporation, the Board of Directors of Roanoke Electric
Steel Corporation hereby executes and approves these Articles of
Amendment to its Bylaws as follows:
(a) Section 1 of Article IV of the Bylaws is hereby
amended in its entirety to read as follows:
"Section 1 - Officers - The officers of the
Corporation shall be a Chairman of the Board
of Directors, a President, a Vice President,
an Assistant Vice President, a Secretary
and a Treasurer and such other officers as
the Board may by resolution appoint. The
same individual may simultaneously hold
more than one office in the Corporation.
The Board of Directors may, in its
discretion, elect more than one Vice
President, more than one Assistant Vice
President, and an Assistant Secretary and
Assistant Treasurer. The officers shall be
elected at each annual meeting of the Board
of Directors and shall be elected to serve
for a term of one (1) year or until removed
by a majority vote of the entire Board of
Directors."
(b) The meeting of the Board of Directors at which
this Amendment was found to be in the best interests
of the Corporation was held on November 16, 1993. The
majority of the members of the Board of Directors
then in office voted in favor of the Amendment.
WITNESS the signature of Roanoke Electric Steel Corporation,
by its President, with the corporate seal affixed and attested by
the Secretary thereof, this 16th day of November, 1993.
ROANOKE ELECTRIC STEEL CORPORATION
By: Donald G. Smith
President
ATTEST:
Thomas J. Crawford
Secretary
ARTICLES OF AMENDMENT
TO BY-LAWS
OF ROANOKE ELECTRIC STEEL CORPORATION
Pursuant to Section 13.1-714 of the Code of Virginia and
Article VII of the By-Laws of Roanoke Electric Steel Corporation,
the Board of Directors of Roanoke Electric Steel Corporation
executes Articles of Amendment to its By-Laws as follows:
(a) The name of the Corporation is Roanoke Electric
Steel Corporation.
(b) The amendment so adopted (the "Amendment") amends
Section 1 of Article II to read as follows:
"Section 1 - Annual Meeting - The annual meeting
of the Stockholders of the Corporation shall be held on the third
Tuesday in February of each year, or on such other date as the
Board of Directors may determine."
(c) The Amendment also amends Section 3 of Article III
to read as follows:
"Section 3 - Annual Meeting - The annual meeting
of the Board of Directors of the Corporation shall be held
immediately following the annual meeting of Stockholders, or at
such other time as the Board of Directors may determine."
(d) The meeting of the Board of Directors at which the
Amendment was found to be in the best interest of the Corporation
was held on the 19th day of September, 1995.
Witness the signature of Roanoke Electric Steel Corporation,
by its President, with the corporate seal affixed and attested by
the Secretary thereof, this 19th day of September, 1995.
ROANOKE ELECTRIC STEEL CORPORATION
By Donald G. Smith
President
ATTEST:
Thomas J. Crawford
Secretary
ARTICLES OF AMENDMENT
TO BY-LAWS
OF ROANOKE ELECTRIC STEEL CORPORATION
Pursuant to Section 13.1-714 of the Code of Virginia and
Article VII of the By-Laws of Roanoke Electric Steel Corporation,
the Board of Directors of Roanoke Electric Steel Corporation
executes Articles of Amendment to its Bylaws as follows:
A. The name of the Corporation is Roanoke Electric
Steel Corporation.
B. The Amendment so adopted (the "Amendment") amends
Section 1 of Article III to read as follows:
"Section 1 - Number and Term of Office. The
number of directors of the Corporation shall be nine. The directors shall
be divided into three classes (A, B and C) as nearly equal in number as
possible. The initial term of office for members of Class A shall expire
at the annual meeting of stockholders in 1997; the initial term of office
for members of Class B shall expire at the annual meeting of stockholders
in 1998; and the initial term of office for members of Class C shall
expire at the annual meeting of stockholders in 1999. At each annual
meeting of stockholders following such initial classification and election,
directors elected to succeed those directors whose terms expire after
their election and shall continue to hold office until their respective
successors are elected and qualify."
C. The Amendment also amends Section 2 of Article III
to read as follows:
"Section 2 - Vacancies. Newly-created directorships
resulting from an increase in the number of directors or
any vacancies in the Board of Directors resulting from death,
resignation, retirement, disqualification, removal from
office, or other cause shall be filled by the affirmative
vote of a majority of the directors then in office, whether
or not a quorum. No decrease in the number of directors
constituting the Board of Directors shall shorten the term
of any incumbent director. A director may be removed from
office only for cause."
D. The meeting of the Board of Directors at which the
Amendment was found to be in the best interest of the Corporation was held
on the 15 day of October, 1996.
WITNESS the signature of Roanoke Electric Steel Corporation,
by its President, with the corporate seal affixed and attested by the
Secretary thereof, this 15 day of October, 1996.
ROANOKE ELECTRIC STEEL CORPORATION
By Donald G. Smith
President
Attest:
Thomas J. Crawford
Secretary
ARTICLES OF AMENDMENT
TO BY-LAWS
OF ROANOKE ELECTRIC STEEL CORPORATION
Pursuant to Section 13.1-714 of the Code of Virginia and
Article VII of the By-Laws of Roanoke Electric Steel Corporation,
the Board of Directors of Roanoke Electric Steel Corporation
executes Articles of Amendment to its Bylaws as follows:
A. The name of the Corporation is Roanoke Electric
Steel Corporation.
B. The Amendment so adopted (the "Amendment") amends
Section 1 of Article III to read as follows:
"Section 1 - Number and Term of Office. The
number of directors of the Corporation shall be ten. The
directors shall be divided into three classes (A, B, and C)
as nearly equal in number as possible. The initial term
of office for members of Class A shall expire at the annual
meeting of stockholders in 1997; the initial term of office for
members of Class B shall expire at the annual meeting of
stockholders in 1998; and the initial term of office for members
of Class C shall expire at the annual meeting of stockholders in
1999. At each annual meeting of stockholders following such
initial classification and election, directors elected to succeed
those directors whose terms expire after their election shall
continue to hold office until their respective successors are
elected and qualify."
C. The meeting of the Board of Directors at which the Amendment
was found to be in the best interest of the Corporation was held on the
15 day of April, 1997.
Witness the signature of Roanoke Electric Steel Corporation, by its
President, with the corporate seal affixed and attested by the
Secretary thereof, this 15 day of April, 1997.
ROANOKE ELECTRIC STEEL CORPORATION
By Donald G. Smith
President
ATTEST:
Thomas J. Crawford
Secretary
