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Title:

Bylaws

Entities:

NVR Inc.

Date:

2005

Size:

53KB total

Price:

$38

ID:

#1186036

► Corporate ► Bus. Formation ► Bylaws
► Construction

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NVR, INC.

BYLAWS

Adopted

as of

September 30, 1993

(and amended as of November 2, 2005)

TABLE OF CONTENTS


			Page
ARTICLE I CORPORATE OFFICE			1
	1.01	Registered Office.	1
	1.02	Other Offices.	1

ARTICLE II MEETING OF SHAREHOLDERS			1
	2.01	Annual Meetings.	1
	2.02	Place.	1
	2.03	Notice.	1
	2.04	Matters to be Considered at Annual Meeting.	2
	2.05	Special Meetings.	3
	2.06	Quorum.	4
	2.07	Voting.	4
	2.08	Proxies.	5
	2.09	Fixing Record Date.	5
	2.10	Conduct of Meetings.	5
	2.11	Action Without Meeting.	6
	2.12	Shareholders List for Meeting.	6

ARTICLE III DIRECTORS			6
	3.01	Powers.	6
	3.02	Composition of the Board of Directors.	6
	3.03	Director Nominations.	7
	3.04	Election and Term of Office.	8
	3.05	Vacancies.	9
	3.06	Resignation and Removal of Directors.	9
	3.07	Place of Meetings.	9
	3.08	Regular Meetings	9
	3.09	Special Meetings Call and Notice.	9
	3.10	Meetings by Telephone.	10
	3.11	Quorum; Vote.	10
	3.12	Presumption of Assent.	11
	3.13	Board Action Without a Meeting.	11
	3.14	Advisors.	11
	3.15	Compensation.	11

ARTICLE IV COMMITTEES			12
	4.01	Standing Committees.	12
	4.02	Other Committees.	12
	4.03	Committee Authority.	12
	4.04	Conduct of Meetings.	13

ARTICLE V OFFICERS			13
	5.01	Required Officers; Other Officers.	13
	5.02	Appointment and Term of Office.	13
	5.03	Resignation and Removal of Officers.	13
	5.04	Compensation of Officers.	14

- i -


ARTICLE VI SHARE PROVISIONS			14
	6.01	Issuance of Shares.	14
	6.02	Liability for Shares Issued before Payment.	14
	6.03	Certificates Evidencing Shares.	14
	6.04	Transfers of Stock.	15
	6.05	Regulations.	15
	6.06	Lost, Stolen, Destroyed, or Mutilated Certificates.	15

ARTICLE VII MISCELLANEOUS			15
	7.01	Corporate Records.	15
	7.02	Corporate Seal.	16
	7.03	Fiscal Year.	16
	7.04	Contracts, Checks, Notes and Drafts.	16
	7.05	Transactions with Affiliates.	16

ARTICLE VIII AMENDMENT OF BYLAWS			16

- ii -

BYLAWS

NVR, INC.

ARTICLE I

CORPORATE OFFICE

1.01 Registered Office.

The address of the registered office of the corporation shall be 8270 Greensboro Drive, Suite 630, McLean, Virginia 22102 and the registered agent at such address shall be James M. Sack.

1.02 Other Offices.

The corporation may also have other offices at such locations both within and without the Commonwealth of Virginia as the Board of Directors may from time to time determine or as the business of the corporation may require.

ARTICLE II

MEETING OF SHAREHOLDERS

2.01 Annual Meetings.

Annual meetings of shareholders shall be held within five months after the end of the corporations fiscal year, or such other time as may be determined by the Board of Directors, at such plans, date and hour as shall be designated from time to time by the Board of Directors and stated in a notice of the meeting or a duly executed waiver of notice thereof.

2.02 Place.

All meetings of shareholders shall be held in the County of Fairfax, in the Commonwealth of Virginia or at such other place within or without Virginia as may be designated for that purpose from time to time by the Board of Directors and stated in the notice of the meeting or a duly executed waiver of notice thereof.

2.03 Notice.

(a) The corporation shall notify shareholders of the date, time and place of each annual and special shareholders meeting. Such notice shall be given no less than ten (10) or more than sixty (60) days before the meeting date, except that notice of a shareholders meeting to act on an amendment of the Articles of Incorporation, a plan of merger or share exchange, a proposed sale of assets which must be approved by the shareholders, or the

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