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Date
of Report
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|
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(Date
of earliest event reported):
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October
25, 2005
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|
Delaware
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0-10786
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13-3032158
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||
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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|
702
Spirit 40 Park Drive, Chesterfield, Missouri
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63005
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||
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(Address
of principal executive offices)
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(Zip
Code)
|
|
Registrant’s
telephone number,
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|
|
including
area code
|
(636)
530-8000
|
|
Section
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Previous
By-Laws
|
By-Laws
as Amended
|
|
Section
2.03 - Place of Meeting
|
Place
may be designated (i) by Board; or (ii) in waiver of notice signed
by all
record stockholders.
If
no place is designated, then meeting shall be held at Company’s principal
office.
|
Meeting
shall be held at any place designated by person calling meeting and
specified in notice.
|
|
Section
2.04 - Notice of Meeting
|
Notice
must be given no less than 10 or more than 50 days prior
to
meeting.
|
Notice
must be given no less than 10 or more than 60 days prior to
meeting.
|
|
Section
2.05 - Waiver of Notice
|
Notice
of meeting may be waived in writing.
|
Notice
of meeting may be waived (i) in writing; or (ii) by attendance at
meeting,
unless attendance is for express purpose of objecting, in writing
at
beginning of meeting, to improper notice.
|
|
Section
2.06 - Closing of Transfer
Books
or Fixing of Record Date
|
Record
Date, if not designated by Board, shall be date on which meeting
notice is
mailed.
|
Record
Date, if not designated by Board, shall be day immediately preceding
date
on which notice is mailed.
|
|
Section
2.09 - Proxies
|
Duration
of proxy not specified.
|
Duration
of proxy limited to 13 months.
|
|
Section
2.10 - Voting
|
Election
of directors decided by plurality vote.
|
Provision
expanded to provide that election of directors decided by plurality
vote
based upon number of directorships designated by Board as subject
to
election.
|
|
Previous
section regarding Order of Business
|
Roll
call, proof or waiver of notice, reading of minutes of prior meeting,
etc.
|
Deleted.
|
|
Section
|
Previous
By-Laws
|
By-Laws
as Amended
|
|
Section
3.02 - Number of Directors and Tenure
|
Board
shall consist of 9 directors, subject to increase or
decrease
at
any time exclusively pursuant to Board resolution adopted by majority
of
directors.
|
Provision
expanded to provide that each director shall hold office until
such
director’s successor has been duly elected and qualified; provided,
however, each director’s term shall expire at next annual meeting or next
special meeting called for election of directors, unless such director
is
re-elected by stockholders.
|
|
Section
3.05 - Presence at Meetings
|
No
provision regarding presence at meetings.
|
Meeting
may be held by conference telephone or similar communications equipment,
provided all participants can hear each other.
|
|
Section
3.06 - Notice of Meeting
|
Notice
may be given by personal delivery, telegram, telecopy
or
United States mail.
|
Notice
may be given by personal delivery, facsimile, electronic mail or
United
States mail.
|
|
Section
3.07 - Waiver of Notice
|
Notice
of meeting may be waived (i) in writing; or (ii) by
attendance
at meeting, unless attendance is for express
purpose
of objecting to improper notice.
|
Provision
expanded to require delivery of objection in writing at beginning
of
meeting, if director attends meeting for purpose of objecting to
improper
notice.
|
|
Section
3.09 - Manner of Acting
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Act
of Board requires majority vote of directors at meeting
at
which quorum is present.
|
Act
of Board requires majority vote of directors at meeting at which
quorum is
present . Shall act only as Board, and not
individually.
|
|
Section
3.11 - Action without a
Meeting
|
No
provision regarding action by unanimous written consent.
|
Directors
may act by unanimous written consent in lieu of
meeting.
|
|
Section
3.12 - Removal of Directors
|
Directors
may be removed by stockholders only for cause.
|
Directors
may be removed by stockholders with or without cause.
|
|
Section
3.14 - Newly Created Directorships and Vacancies
|
Board
may fill any vacancy or newly created directorship
resulting
from increase in number of directors.
|
Provision
expanded to provide that term of each director chosen to fill a
vacancy
shall expire at next annual meeting or next special meeting called
for
election of all directors, unless such director is re-elected by
stockholders.
|
|
Section
|
Previous By-Laws | By-Laws as Amended |
|
Section
3.16 - Committees
|
Board
may designate committees among members.
|
Provision
expanded to (i) grant committees power and authority of Board
in
management of Company, to the extent provided by Board resolution;
and
(ii) set forth duty of committees to report to Board.
|
|
Previous
section regarding Notice
and
Approval of Certain Actions
|
Any
director proposing to amend Certificate of Incorporation
or
By-laws or change Board structure, composition or governance
must provide
at least 7 days’ prior written notice to each Board member. Approval of
such proposal requires majority vote of directors.
|
Deleted.
|
|
Section
4.04 - Resignation
|
No
provision regarding resignation of officers.
|
Any
officer may resign at any time by written notice to Board, Chief
Executive
Officer or Secretary. Resignation shall take effect at time specified
or,
if no time specified, upon receipt by the Board or respective
officer,
provided the Board may terminate an officer sooner than the date
specified
in the resignation. Acceptance of resignation not required to
make it
effective.
|
|
Article
V - Indemnification
|
No
provision regarding indemnification.
|
Company
shall indemnify its officers and directors to full extent permitted
by
Delaware law and may indemnify all other persons whom it may
indemnify
pursuant thereto.
|
|
Section
7.03 - Lost, Stolen, Destroyed
or
Mutilated Certificates
|
No
provision regarding lost, stolen, destroyed or mutilated
certificates.
|
Any
lost, stolen, destroyed or mutilated certificate may be replaced
by
another upon (i) proof of loss, theft, destruction or mutilation;
and (ii)
issuance of indemnity bond to Company, unless such bond requirement
is
waived by Board.
|
|
Section
|
Previous By-Laws | By-Laws as Amended |
|
Article
XI - Severability
|
No
provision regarding severability.
|
If
any By-law provision is held invalid or unenforceable, remaining
provisions shall remain valid and enforceable to fullest extent
permitted
by law.
|
|
Article
XII - Amendments
|
By-laws
may be amended, altered or repealed by majority
vote
of directors or stockholders; provided, however,
amendment
with respect to change in size of Board
requires
80% vote of directors or majority vote of
stockholders.
|
By-laws
may be amended, altered or repealed by majority vote of directors
or
stockholders.
|
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Exhibit
|
Description
|
|
3.1
|
Amended
and Restated By-Laws of Insituform Technologies, Inc., as amended
through
October 25, 2005.
|