EXHIBIT 3.1
Amended and Restated Bylaws of Exponent, Inc.
(As amended and restated on December 15, 2022)
Offices
Meetings of Stockholders
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For purposes of these Bylaws, “Requesting Person” shall mean each (A) beneficial owner or beneficial owners, if different that the stockholder providing a Special Meeting Request, on whose behalf the proposal of business to be brought before a meeting or notice of nomination proposed to be made at a meeting is given and (B) Affiliate or Associate (each within the meaning of Rule 12b-2 under the Exchange Act) of such stockholder or beneficial owner.
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Board of Directors
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Such notice may be waived by any director and any meeting shall be a legal meeting without notice having been given if all the directors shall be present thereat or if those not present shall, either before or after the meeting, sign a written waiver of notice of, or a consent to, such meeting or-shall after the meeting sign the approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or be made a part of the minutes of the meeting.
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Officers
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The Chief Executive Officer may execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board to some other officer or agent of the Corporation.
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The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the Board (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of the Secretary’s inability or the Secretary’s refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board may from time to time prescribe.
The Chief Financial Officer shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board. The Chief Financial Officer shall disburse the funds of the Corporation as may be ordered by the Board, shall render to the Chief Executive Officer and directors, whenever they request it, an account of all of his or her transactions as Chief Financial Officer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board or the Bylaws.
Contracts, Checks, Drafts, Bank Accounts, etc.
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Shares and Their Transfer
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Indemnification
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Miscellaneous
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Certificate of Secretary
I, the undersigned, the duly elected Secretary of Exponent, Inc., a Delaware corporation, do hereby certify:
That the within and foregoing Amended and Restated Bylaws were adopted as the Amended and Restated Bylaws of the corporation by the Board of Directors on December 15, 2022, and the same do now constitute the Bylaws of said corporation.
IN WITNESS WHEREOF, I have hereunto subscribed by name this 15th day of December, 2022.
/s/ Richard L. Schlenker |
Secretary |