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8-K - FORM 8-K - UNITED RENTALS NORTH AMERICA INC | c09660e8vk.htm |
Exhibit 3.1
BY-LAWS
-of-
UNITED RENTALS, INC.
(a Delaware corporation hereinafter called the Corporation)
-of-
UNITED RENTALS, INC.
(a Delaware corporation hereinafter called the Corporation)
ARTICLE I
Offices
Offices
SECTION 1.01. Offices. The Corporation may have offices both within and without the
State of Delaware as the Board of Directors may from time to time determine.
ARTICLE II
Meetings of Stockholders
Meetings of Stockholders
SECTION 2.01. Place of Meetings. Meetings of stockholders may be held at any place,
either within or without the State of Delaware, designated by the Board of Directors.
SECTION 2.02. Annual Meeting. The annual meeting of stockholders for election of
directors shall be held on such date and at such time as shall be designated by the Board of
Directors. Any other proper business may be transacted at the annual meeting.
SECTION 2.03. Special Meetings. Stockholders are not permitted to call a special
meeting of stockholders or to require the Board of Directors or officers of the Corporation to call
such a special meeting. A special meeting of stockholders may only be called by a majority of the
Board of Directors or by the chief executive officer, to be held on such date and at such time and
place as may be stated in the notice of the meeting. The business permitted to be conducted at a
special meeting of stockholders shall be limited to matters properly brought before the meeting by
or at the direction of the Board of Directors. Any action required or permitted to be taken by the
stockholders must be taken at a duly called and convened annual meeting or special meeting of
stockholders and cannot be taken by consent in writing.
SECTION 2.04. Quorum. The holders of a majority of the shares of stock entitled to
vote on a matter thereat, present in person or represented by proxy, shall constitute a quorum at
all meetings of the stockholders for the transaction of business except as otherwise provided by
law, the certificate of incorporation or these By-Laws. In the absence of a quorum of the holders
of any class of stock entitled to vote on a matter, the holders of such class so present or
represented may, by majority vote, adjourn the meeting of such class from time to time until a
quorum of such class shall be so present or represented.
SECTION 2.05. Organization. Meetings of stockholders shall be presided over by the
Chairman, if any, or in his absence (or election not to preside) by the Vice Chairman, if any, or
in his absence (or election not to preside) by the President, or in his absence (or election not to
preside) by a Vice President, or in the absence of the
foregoing persons by a chairman designated by the Board of Directors, or in the absence of
such designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the
meeting, but in his absence (or election not to so act) the chairman of the meeting may appoint any
person to act as secretary of the meeting.
Amended as of December 20, 2010
SECTION 2.06. Conduct of Meetings. The Board of Directors may adopt such rules and
regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to
the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the
chairman of any meeting of stockholders shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of such chairman, are
appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether
adopted by the Board of Directors or prescribed by the chairman of the meeting, may include,
without limitation, the following: (i) the establishment of an agenda or order of business for the
meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those
present; (iii) limitations on attendance at or participation in the meeting to stockholders of
record of the Corporation, their duly authorized and constituted proxies or such other persons as
the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the
time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or
comments by participants. Unless and to the extent determined by the Board of Directors or the
chairman of the meeting, meetings of stockholders shall not be required to be held in accordance
with the rules of parliamentary procedure.
SECTION 2.07. Advance Notification of Nomination of Directors and Other Business to be
Transacted at Stockholder Meetings. To be properly brought before the annual or any special
meeting of stockholders, nominations of persons for election to the Board of Directors and any
other business must be (i) specified in the notice of the meeting (or any supplement or amendment
thereto) given by or at the direction of the Board of Directors or any committee appointed by the
Board of Directors, (ii) otherwise properly brought before the meeting by or at the direction of
the Board of Directors or any committee appointed by the Board of Directors, or (iii) properly
brought before the meeting by a stockholder who is a stockholder of record of the Corporation on
the date the notice provided for in this Section 2.07 is delivered to, or mailed and received by,
the Secretary of the Corporation, who is entitled to vote at the meeting and who complies with the
notice procedures and other requirements set forth in this Section 2.07. In addition to any other
applicable requirements, for business to be properly brought before any meeting of stockholders by
a stockholder, (i) the stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation, (ii) in the case of the annual meeting, such business, other than a
nomination, must constitute a proper matter for stockholder action, and (iii) in the case of any
special meeting, such business shall be limited to the nomination of a person or persons, as the
case may be, for election to such position(s) as are specified in the Corporations notice of the
meeting in the event that the Corporation calls a special meeting of stockholders for the purpose
of electing one or more persons to the Board of Directors. To be timely, a stockholders notice
must be delivered to, or mailed
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and received by, the Secretary at the principal executive offices
of the Corporation (i) in the case of the annual meeting, not less than 90 days nor more than
120 days prior to the first anniversary date of the annual meeting for the preceding year;
provided, however, that in the event that the annual meeting is not scheduled to be held within a
period that commences within 30 days before such anniversary date and ends 30 days after such
anniversary date (an annual meeting date outside such period being referred to herein as an Other
Meeting Date), for notice by the stockholder to be timely, it must be so delivered, or mailed and
received, by the later of the close of business on (i) the day 90 days prior to such Other Meeting
Date or (ii) the tenth day following the day on which such Other Meeting Date is publicly announced
or disclosed and (ii) in the case of any special meeting, not later than the close of business on
the tenth day following the day on which the date of the special meeting and the nominees proposed
by the Board of Directors to be elected at such meeting are publicly announced or disclosed.
Such stockholders notice to the Secretary shall set forth: (i) whether the stockholder is
providing the notice at the request of a beneficial holder of stock, whether the stockholder, any
such beneficial holder or any nominee has any agreement, arrangement or understanding with, or has
received any financial assistance, funding or other consideration from, any other person with
respect to the investment by the stockholder or such beneficial holder in the Corporation or the
matter to which such stockholders notice relates, and the details thereof, including the name of
such other person (the stockholder, any beneficial holder on whose behalf the notice is being
given, any nominees listed in the notice and any persons with whom such agreement, arrangement or
understanding exists or from whom such assistance has been obtained are hereinafter collectively
referred to as Interested Persons), (ii) the name and address of all Interested Persons, (iii) a
complete listing of the record and beneficial ownership positions (including number or amount) of
all equity securities and debt instruments, whether held in the form of loans or capital market
instruments, of the Corporation or any of its subsidiaries held by all Interested Persons, (iv)
whether and the extent to which any hedging, derivative or other transaction is in place or has
been entered into within the prior six months preceding the date of delivery or receipt of such
stockholders notice by or for the benefit of any Interested Person with respect to the Corporation
or its subsidiaries or any of their respective securities, debt instruments or credit ratings, the
effect or intent of which transaction is to give rise to gain or loss as a result of changes in the
trading price of such securities or debt instruments or changes in the credit ratings for the
Corporation, its subsidiaries or any of their respective securities or debt instruments (or, more
generally, changes in the perceived creditworthiness of the Corporation or its subsidiaries), or to
increase or decrease the voting power of such Interested Person, and, if so, a summary of the
material terms thereof, (v) a representation that the stockholder is a holder of record of stock of
the Corporation that would be entitled to vote at the meeting and intends to appear in person or by
proxy at the meeting to propose the matter set forth in such stockholders notice. The
stockholders notice shall be updated not later than ten days after the record date for the
determination of stockholders entitled to vote at the meeting to provide any material changes in
the foregoing information as of the record date.
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Any stockholders notice relating to the nomination of directors must also contain (i) the
information regarding each nominee required by paragraphs (a), (e) and (f) of Item
401 of Regulation S-K adopted by the Securities and Exchange Commission (or the corresponding
provisions of any successor regulation), (ii) each nominees signed consent to serve as a director
of the Corporation if elected, and (iii) whether each nominee is eligible for consideration as an
independent director under the relevant standards contemplated by Item 407(a) of Regulation S-K (or
the corresponding provisions of any successor regulation). The Corporation may also require any
proposed nominee to furnish such other information, including completion of the Corporations
directors questionnaire, as it may reasonably require to determine the eligibility of such proposed
nominee to serve as a director of the Corporation, or whether such proposed nominee would be
considered independent as a director or as a member of the audit or any other committee of the
Board of Directors under the various rules and standards applicable to the Corporation. Any
stockholders notice with respect to a matter other than the nomination of directors must also
contain (i) the text of the proposal to be presented, including the text of any resolutions to be
proposed for consideration by stockholders and (ii) a brief written statement of the reasons why
such stockholder favors the proposal.
In the case of a nomination by a stockholders of a person or persons for election to the Board
of Directors at the annual or any special meeting, only persons who are nominated in accordance
with the procedures set forth in this Section 2.07 shall be eligible for election as directors of
the Corporation. In the case of any other business proposed by a stockholder for transaction at
the annual meeting of stockholders, no such business shall be conducted at the annual meeting of
stockholders unless it is properly brought before the meeting in accordance with the procedures set
forth in this Section 2.07; provided, however, that nothing in this Section 2.07 shall be deemed to
preclude discussion by any stockholder of any business properly brought before the meeting in
accordance with the procedures set forth in this Section 2.07. The officer of the Corporation or
other person presiding at the meeting shall, if the facts warrant, determine that a nomination was
not properly made, or that business was not properly brought before the meeting, in each case in
accordance with the provisions of this Section 2.07 and, if he should so determine, he shall so
declare to the meeting and the defective nomination shall be disregarded and any such business not
properly brought before the meeting shall not be transacted. Notwithstanding the foregoing
provisions of this Section 2.07, if the stockholder or a qualified representative of the
stockholder does not appear at the annual or special meeting of stockholders of the Corporation to
present any such nomination, or make any such proposal, such nomination or proposal shall be
disregarded, notwithstanding that proxies in respect of such vote may have been received by the
Corporation. In no event shall the postponement or adjournment of an annual meeting already
publicly noticed, or any announcement of such postponement or adjournment, commence a new period
(or extend any time period) for the giving of notice as provided in this Section 2.07.
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For purposes of this Section 2.07, (i) beneficially owned has the meaning provided in Rules
13d-3 and 13d-5 under the Securities Exchange Act of 1934, and (ii) a matter shall be deemed to
have been publicly announced or disclosed if such matter is disclosed in a press release reported
by the Dow Jones News Service, Associated Press or
comparable national news service or in a document publicly filed by the Corporation with the
Securities and Exchange Commission.
This Section 2.07 shall not apply to (i) stockholder proposals made pursuant to Rule 14a-8
under the Exchange Act or (ii) the election of directors selected by or pursuant to the provisions
of the certificate of incorporation relating to the rights of the holders of any class or series of
stock of the Corporation having a preference over the Common Stock as to dividends or upon
liquidation to elect directors under specified circumstances.
SECTION 2.08. Compliance with Securities and Exchange Act of 1934. Notwithstanding
any other provision of these By-laws, the Corporation shall be under no obligation to include any
stockholder proposal in its proxy statement materials or otherwise present any such proposal to
stockholders at a special or annual meeting of stockholders if the Board of Directors reasonably
believes that the proponents thereof have not complied with Sections 13 and 14 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and the
Corporation shall not be required to include in its proxy statement material to stockholders any
stockholder proposal not required to be included in its proxy material to stockholders in
accordance with such Act, rules or regulations.
ARTICLE III
Directors
Directors
SECTION 3.01. Number of Directors. The number of directors which shall constitute
the entire Board of Directors shall be as set by the Board of Directors from time to time. No
reduction in the number of directors constituting the entire Board of Directors shall have the
effect of removing any director before that directors term of office expires.
SECTION 3.02. Term of Office. Subject to the provisions of the certificate of
incorporation, each director, including a director elected to fill a vacancy, shall hold office
until such directors successor is elected and qualified or the earlier resignation or removal of
such director.
SECTION 3.03. Meetings. The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Delaware. Regular meetings of the
Board of Directors may be held without notice at such time and at such place as may from time to
time be determined by the Board of Directors. Special meetings of the Board of Directors may be
called by the Chairman, the Vice Chairman, the Chief Executive Officer, the President or the
Secretary or by resolution of the Board of Directors. Unless waived, notice of the time and place
of special meetings shall be delivered to each director either (i) personally (either orally or in
writing), (ii) by telephone, (iii) by telex, telecopy, facsimile or other electronic transmission
(including email), or (iv) by first-class mail, postage prepaid, addressed to a director at that
directors address as it is shown on the records of the Corporation. If the notice is mailed, it
shall be deposited in the United States mail at least four days before the time of
the holding of the meeting (ten days in the case of a director whose address as shown on the
records of the Corporation is outside of the United States of America). If the notice to a
director is sent in any other manner, it shall be sent at least 24 hours before the time of the
holding of the meeting.
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SECTION 3.04. Quorum. At all meetings of the Board of Directors, a majority of the
entire Board of Directors shall be necessary and sufficient to constitute a quorum for the
transaction of business. In case, at any meeting of the Board of Directors, a quorum shall not be
present, the members of the Board of Directors present may adjourn the meeting from time to time
until a quorum shall be present.
SECTION 3.05. Organization. Meetings of the Board of Directors shall be presided
over by the Chairman, if any, or in his absence by the Vice Chairman, if any, or in the absence of
the foregoing persons by a chairman chosen at the meeting. The Secretary shall act as secretary of
the meeting, but in his absence (or election not to so act) the chairman of the meeting may appoint
any person to act as secretary of the meeting.
SECTION 3.06. Meetings by Conference Telephone or Similar Device. Members of the
Board of Directors, or any committee designated by the Board of Directors, may participate in a
meeting of the Board of Directors, or any committee, by means of conference telephone or similar
communications equipment by means of which all persons participating in the meeting can hear each
other, and such participation in a meeting shall constitute presence in person at the meeting.
SECTION 3.07. Board Action by Written Consent Without a Meeting. Any action required
or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may
be taken without a meeting if all members of the Board of Directors or such committee, as the case
may be, consent thereto in writing and the writing or writings are filed with the minutes of
proceedings of the Board of Directors or such committee. Written consents representing actions
taken by the Board of Directors or any committee thereof may be executed by telex, telecopy,
facsimile or other electronic transmission (including attachments sent by email), and such
electronic transmission shall be valid and binding to the same extent as if it were an original.
SECTION 3.08. Election of Directors. Except as provided in the Corporations
certificate of incorporation, each director shall be elected by the vote of the majority of the
votes cast with respect to the director at any meeting for the election of directors at which a
quorum is present; provided, however, that the directors shall be elected by a plurality of the
votes cast at any meeting at which a quorum is present for which (i) the Secretary of the
Corporation receives a notice pursuant to these By-Laws that a stockholder intends to nominate a
director or directors and (ii) such proposed nomination has not been withdrawn by such stockholder
on or prior to the tenth day preceding the date on which the Company first mails its notice of
meeting for such meeting to the stockholders. For purposes of this Section 3.08, a majority of the
votes cast means that
the number of votes cast for a director must exceed the number of votes cast against that
director.
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SECTION 3.09. Committees. The Board of Directors may designate one or more
committees, each committee to consist of one or more of the directors of the Corporation. Unless
the Board of Directors otherwise provides, each committee designated by the Board of Directors may
adopt, amend and repeal rules for the conduct of its business. In the absence of a provision by
the Board of Directors or a provision in the rules of such committee to the contrary, a majority of
the entire authorized number of members of such committee shall constitute a quorum for the
transaction of business, the vote of a majority of the members present at a meeting at the time of
such vote if a quorum is then present shall be the act of such committee, and in other respects
each committee shall conduct its business in the same manner as the Board of Directors conducts its
business pursuant to these By-laws.
ARTICLE IV
Officers
Officers
SECTION 4.01. General. The officers of the Corporation shall be chosen by the Board
of Directors and shall, unless otherwise determined by the Board of Directors, be a Chairman, a
Vice Chairman, a Chief Executive Officer, a President, a Chief Financial Officer, and a Secretary.
The Board of Directors, in its discretion, may also choose one or more Vice Presidents, Assistant
Secretaries, and other officers. Each such officer shall hold office until his successor is
elected and qualified or his earlier resignation or removal. The Board of Directors may remove any
officer with or without cause at any time, but such removal shall be without prejudice to the
contractual rights of such officer, if any, with the Corporation, but the election of an officer
shall not of itself create contractual rights.
SECTION 4.02. Powers and Duties of Officers. The chief executive officer of the
Corporation shall have such powers in the management of the Corporation as may be prescribed in a
resolution by the Board of Directors and, to the extent not so provided, as generally pertain to
such office. The chief executive officer shall see that all orders and resolutions of the Board of
Directors are carried into effect.
The other officers of the Corporation shall have such powers and duties in the management of
the Corporation as may be prescribed in a resolution by the Board of Directors or delegated to them
by the chief executive officer and, to the extent not so provided or delegated, as generally
pertain to their respective offices, subject to the control of the Board of Directors and the chief
executive officer. Without limiting the foregoing, the Secretary shall have the duty to record the
proceedings of the meetings of the stockholders, the Board of Directors and any committee thereof
in a book to be kept for that purpose.
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ARTICLE V
Miscellaneous
Miscellaneous
SECTION 5.01. Waivers of Notice. Whenever any notice is required by law, the
certificate of incorporation or these By-laws, to be given to any director, member of a committee
or stockholder, a waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, and, in the case of a waiver of notice of
a meeting, whether or not the business to be transacted at or the purposes of such meeting is set
forth in such waiver, shall be deemed equivalent thereto. The attendance of any person at any
meeting, in person, or, in the case of the meeting of stockholders, by proxy, shall constitute a
waiver of notice of such meeting by such person, except where such person attends such meeting for
the express purpose of objecting at the beginning of such meeting to the transaction of any
business on the grounds that such meeting is not duly called or convened.
SECTION 5.02. Fiscal Year. The fiscal year of the Corporation shall be fixed from
time to time by the Board of Directors.
SECTION 5.03. Seal. The corporate seal shall have inscribed thereon the name of the
Corporation and shall be in such form as may be approved from time to time by the Board of
Directors.
SECTION 5.04. Entire Board. As used in these By-laws, entire Board of Directors
means the total number of directors which the Corporation would have if there were no vacancies in
the Board of Directors.
SECTION 5.05. Forum for Adjudication of Disputes. Unless the Corporation consents in
writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware
shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf
of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any
director, officer, employee or agent of the Corporation to the Corporation or the Corporations
stockholders, (iii) any action asserting a claim relating to the Corporation arising pursuant to
any provision of the Delaware General Corporation Law or the Corporations certificate of
incorporation or these By-laws or (iv) any action asserting a claim relating to the Corporation
governed by the internal affairs doctrine.
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