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Delaware
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1-13988
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36-3150143
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(State
of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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One
Tower Lane, Suite 1000
Oakbrook
Terrace, Illinois
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60181
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(Address
of principal executive offices)
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(Zip
Code)
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(i)
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amendment
to Article I, Section 1 to add the following as the new second sentence
thereof, reflecting the requirements of the Delaware General Corporation
Law (“DGCL”) as to the designation of the registered agent: “When the
registered agent is not a natural person, the corporation shall designate
a natural person to receive communications from the registered
agent.”
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(ii)
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amendment
to Article II, Section 3 to add the following language in the first
sentence thereof after the word “ten”, reflecting in the By-Laws
provisions of the DGCL as to the notice to be provided in advance of a
stockholders’ meeting regarding a proposed merger or sale of the Company:
“(or less than twenty days if a merger or consolidation of the
Corporation, or a sale, lease or exchange of all or substantially all of
the Corporation’s property or assets, is to be acted upon at the
meeting)”.
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(iii)
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amendment
to Article II to add the following new Section 9, reflecting in the
By-Laws provisions of the DGCL regarding record dates for stockholders’
meetings and dividends:
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(iv)
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amendment
to Article II to add the following new Section 10, reflecting in the
By-Laws provisions of the DGCL regarding maintenance of stockholder lists:
“Lists of
Stockholders. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the stockholders
entitled to vote thereat, arranged in alphabetical order, and showing the
address of and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting for a period of at
least ten days prior to the meeting, either on a reasonably accessible
electronic network, provided that the information required to gain access
to such list is provided with the notice of the meeting or, during
ordinary business hours, at the principal place of business of the
Corporation, and the list shall be produced and kept at the time and place
of meeting during the whole time thereof, for inspection by any
stockholder who may be present. In the event that the
Corporation determines to make the list available on an electronic
network, the Corporation may take reasonable steps to ensure that such
information is available only to stockholders of the
Corporation. If the meeting is to be held solely by means of
remote communication, then the list shall also be open to the examination
of any stockholder during the whole time of the meeting on a reasonably
accessible electronic network, and the information required to access such
list shall be provided with the notice of the
meeting.”
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(v)
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amendment
to Article II to add the following new Section 11, reflecting in the
By-Laws provisions of the DGCL regarding stockholder appointment of
proxies: “Proxies. Each
stockholder entitled to vote at a meeting of the stockholders or to
express consent to corporate action in writing or by remote communication
without a meeting may authorize another person or persons to act for him
by proxy, but no proxy shall be valid after three years from its date
unless otherwise provided in the proxy. Such proxy shall be in
writing or remote communication and shall be filed with the secretary of
the Corporation before or at the time of the meeting or the giving of such
written consent, as the case may
be.”
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(vi)
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amendment
to Article II to add the following new Section 12, reflecting in the
By-Laws provisions of the DGCL regarding requirements as to voting by
ballot with respect to any question or election at a stockholder meeting:
“Voting by
Ballot. Any question or any election at a meeting of the
stockholders may be decided by voice vote unless the presiding officer
shall order that voting be by ballot or unless otherwise provided in the
Certificate of Incorporation of the Corporation or required by
statute.”
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(vii)
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amendment
to Article III, Section 6 to add the following as the new fourth sentence
thereof, reflecting in the By-Laws provisions of the DGCL regarding the
methods and effectiveness of notices to Directors of special meetings of
the Board of Directors: “Such notice may be given personally, by
telephone, by mail (effective when the same shall be deposited in the
United States mail), by express delivery service (so that the scheduled
delivery time of the notice is at least twenty-four hours in advance of
the meeting) or by electronic communication (effective when directed to
the director).”
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(viii)
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amendments
to Article III, Section 8 to: (a) add the following as the new first
sentence thereof, reflecting that the Board of Directors may elect one of
its members Board Chair: “The Board of Directors may elect one of its
members Board Chair”; (b) add the clause “and of the stockholders, and
shall have such other non-executive functions, authority and duties as may
be prescribed by the Board of Directors” after the word “Directors” in the
second (formerly first) sentence thereof, reflecting the role and
functions of the Board Chair; and (c) add the following as the new third
sentence thereof, reflecting that the Board of Directors may elect one of
its members as Board Vice Chair: “The Board of Directors may also elect
one or more of its members as a Board Vice Chair, who shall have such
non-executive functions, authority and duties as may be prescribed by the
Board of Directors.”
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(ix)
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amendments
to Article III, Section 9, reflecting the methods of notice of meetings to
Executive Committee members, to: (a) delete the words “written or
telephonic” in the second sentence thereof following the word “days’”; and
(b) add the following as the new third sentence thereof: “Such notice may
be given by the methods described in Section 6 of this
article.”
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(x)
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amendments
to Article III, Section 11, reflecting in the By-Laws provisions of the
DGCL that any Board of Directors or Board committee action may also be
done by consent by electronic transmission and regarding the form of
filing in the minutes required with respect to any action by consent of
the Board of Directors or any Board committee, to: (a) add the words “or
by electronic transmission” after the first occurrence of the word
“writing” in the first sentence thereof; (b) add the words “or electronic
transmission or transmissions” after the word “writings” in the first
sentence thereof; and (c) add the following as the new second sentence
thereof: “Such filing shall be in paper form if the minutes are maintained
in paper form and in electronic form if the minutes are maintained in
electronic form.”
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(xi)
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amendments
to Article IV, Section 1, reflecting that the Board Chair and any Board
Vice Chairs are not enumerated as officers of the Company, to: (a) delete
the words “a Board Chair” following the word “include” in the first
sentence thereof; (b) add the word “a” before the word “President” in the
first sentence thereof; and (c) delete the words “Board Vice Chairs,”
after the word “more” in the second sentence
thereof.
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(xii)
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amendment
to Article IV, Section 3, reflecting that the Board Chair is not
enumerated as an officer of the Company, to delete in its entirety the
language of Section 3 thereof and to renumber former Section 4 as new
Section 3 and to replace it in its entirety with the following: “Chief Executive
Officer. The Chief Executive Officer shall have general
supervision, direction and control of the business and affairs of the
Corporation, subject to the control of the Board of Directors, and shall
have such other functions, authority and duties as may be prescribed by
the Board of Directors. In the absence of the Board Chair, or
if no Board Chair has been elected, the Chief Executive Officer shall
preside, when present, at all meetings of stockholders and at all meetings
of the Board of Directors. The Chief Executive Officer shall
see that all directives and resolutions of stockholders and the Board of
Directors are carried into effect.”
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(xiii)
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amendment
to Article IV, Section 4 to delete in its entirety the language of Section
4 thereof and to replace such language in its entirety with the following,
reflecting the role of the President (formerly Section 5 of Article IV):
“President. During
any period when there shall be a Chief Executive Officer who is not also
serving as the President, the President shall have such functions,
authority and duties as may be prescribed by the Board of Directors or the
Chief Executive Officer.”
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(xiv)
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amendment
to Article IV, Section 5 to delete in its entirety the language of Section
5 thereof and to replace such language in its entirety with the following,
providing in the By-Laws for the office of Chief Financial Officer: “Chief Financial
Officer. The Chief Financial Officer shall have general
supervision of the financial operations of the Corporation. The
Chief Financial Officer shall also perform such duties and have such other
powers as may from time to time be prescribed to them by the Board of
Directors, the Chief Executive Officer, or the
President.”
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(xv)
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amendments
to Article IV, Section 7 to: (a) delete the words “the Board Chair,” after
the word “Directors” in the second sentence thereof, reflecting that the
Board Chair is no longer enumerated as an officer of the Company; and (b)
make a technical update to the capitalization of the word “corporation” in
the fourth sentence thereof.
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(xvi)
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amendment
to Article IV, Section 8 to: delete the words “the Board Chair,” after the
second occurrence of the word “Directors” in the first sentence thereof,
reflecting that the Board Chair is no longer enumerated as an officer of
the Company.
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(xvii)
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amendments
to Article VI, Section 4 to: (a) replace clause (2) in the second sentence
thereof in its entirety with the following, reflecting in the By-Laws that
under the DGCL a committee of the Board of Directors may authorize
indemnification of directors and officers of the Company: “by a committee
of such Directors designated by majority vote of such directors, even
though less than a quorum”; (b) renumber former clauses (2) and (3) in the
second sentence thereof as new clauses (3) and (4),
respectively.
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(xviii)
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amendment
to Article VI to add the following new Section 9 thereof, reflecting that
the indemnification rights of directors and officers are contractual: “The
provisions of this article shall be deemed to be a contract between
the Corporation and each person who serves as such officer or director in
any such capacity at any time while this article and the relevant
provisions of the Delaware General Corporation Law or other applicable
laws, if any, are in effect, and any repeal or modification of any such
law or of this article shall not affect any rights or obligations
then existing with respect to any state of facts then or theretofore
existing or any action, suit or proceeding theretofore or thereafter
brought or threatened based in whole or in part upon any such state of
facts.”
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(xix)
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amendment
to Article VII, Section 3, reflecting in the By-Laws provisions of the
DGCL that waivers of any notices required under the Company’s Certificate
of Incorporation or By-Laws may be by electronic transmission, to add the
phrase “or a waiver by electronic transmission by the person entitled to
such notice,” following the second occurrence of the word “notice,” in the
first sentence thereof.
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(xx)
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amendments
to Article VII, Section 4 to: (a) provide that directors may resign by
serving notice in writing or by electronic transmission of such
resignation on the Chief Executive Officer or the Secretary of the
Company, by adding the following as the new first sentence thereof: “Any
Director, whenever elected or appointed, may resign at any time by serving
notice in writing or by electronic transmission of such resignation on the
Chief Executive Officer or the Secretary.”; and (b) provide for the timing
of the effectiveness of a Director resignation, by adding the following as
the new second sentence thereof: “Any such resignation by a Director shall
take effect at the time specified in the notice of resignation or, if no
time is specified, immediately upon receipt of the
notice.”
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(xxi)
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amendment
to Article VII to add the following new Section 6 thereof to define
“electronic transmission” in the manner provided in the DGCL: “Electronic
Transmissions. For purposes of these Bylaws, “electronic
transmission” means any form of communication, not directly involving the
physical transmission of paper, that creates a record that may be
retained, retrieved, and reviewed by a recipient, and that may be directly
reproduced in paper form by such recipient through an automated
process.”
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3.1
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Amended
and Restated By-Laws of DeVry Inc., as amended as of June 29,
2008.
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3.2
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Amendments
to Amended and Restated By-Laws of DeVry Inc., effective June 29,
2008.
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DEVRY
INC.
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(Registrant)
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Date:
July 2, 2008
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By:
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/s/
Richard M. Gunst
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Richard
M. Gunst
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Senior
Vice President, Chief Financial Officer
and
Treasurer
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Exhibit
Number
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Description
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3.1
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Amended
and Restated By-Laws of DeVry Inc., as amended as of June 29,
2008.
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3.2
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Amendments
to Amended and Restated By-Laws of DeVry Inc., effective June 29,
2008.
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