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Exhibit 4.9(ii)




AMENDED AND RESTATED BYLAWS

OF

URS CORPORATION

a Nevada corporation




as of October 26, 2005




(Formerly known as URS GREINER WOODWARD-CLYDE INTERNATIONAL-AMERICAS, INC.)




(Formerly known as WOODWARD-CLYDE CONSULTANTS)




* * * * *

ARTICLE I

OFFICES




     Section 1.    The registered office shall be in Reno, Nevada.



     Section 2.    The corporation may also have offices at such other places both within and without
the State of Nevada as the board of directors may from time to time determine or the business of
the corporation may require.



ARTICLE II

MEETINGS OF STOCKHOLDERS




     Section 1.    All annual meetings of the stockholders shall be held in the City of San
Francisco, State of California. Special meetings of the stockholders may be held at such time and
place within or without the State of Nevada as shall be stated in the notice of the meeting, or in
a duly executed waiver of notice thereof.



     Section 2.    Annual meetings of stockholders shall be held on the first day of November, if
not a legal holiday, and if a legal holiday, then on the next secular day following at which they
shall elect by a plurality vote a board of directors, and transact such other business as may
properly be brought before the meeting.



     Section 3.    Special meetings of the stockholders, for any purpose or purposes, unless
otherwise prescribed by statute or by the articles of incorporation, may be called by the president
and shall be called by the president or secretary at the request in writing of a majority of the
board of directors, or at the request in writing of stockholders owning a majority in amount of the
entire capital stock of the corporation issued and outstanding and entitled to vote. Such request
shall state the purpose or purposes of the proposed meeting.



     Section 4.    Notices of meetings shall be in writing and signed by the president or a vice
president, or the secretary, or an assistant secretary, or by such other natural person or persons
as the directors shall designate. Such notice shall state the purpose or purposes for which the



 









 







meeting is called and the time when and the place where it is to be held. A copy of such notice
shall be either delivered personally to or shall be mailed, postage prepaid, to each stockholder of
record entitled to vote at such meeting not less than ten nor more than sixty days before such
meeting. If mailed, it shall be directed to a stockholder at his address as it appears upon the
records of the corporation and upon such mailing of any such notice, the service thereof shall be
complete, and the time of the notice shall begin to run from the date upon which such notice is
deposited in the mail for transmission to such stockholder. Personal delivery of any such notice to
any officer of a corporation or association, or to any member of a partnership shall constitute
delivery of such notice to such corporation, association or partnership. In the event of the
transfer of stock after delivery or mailing of the notice of and prior to the holding of the
meeting it shall not be necessary to deliver or mail notice of the meeting to the transferee.



     Section 5.    Business transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice.



     Section 6.    In no instance where action is authorized by unanimous written consent need a
meeting of stockholders be called or notice given.



     Section 7.    The holders of a majority of the stock issued and outstanding and entitled to vote
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 statute or by the
articles of incorporation. If, however, such quorum shall not be present or represented at any
meeting of the stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or represented. At such
adjourned meeting at which a quorum shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally notified.



     Section 8.    When a quorum is present or represented at any meeting, the vote of the holders
of a majority of the stock having voting power present in person or represented by proxy shall
decide any question brought before such meeting, unless the question is one upon which by express
provision of the statutes or of the articles of incorporation a different vote is required in which
case such express provision shall govern and control the decision of such question.



     Section 9.    Every stockholder of record of the corporation shall be entitled at each meeting
of stockholders to one vote for each share of stock standing in his name on the books of the
corporation.



     Section 10.    At any meeting of the stockholders, any stockholder may be represented and vote
by a proxy or proxies appointed by an instrument in writing. In the event that any such instrument
in writing shall designate two or more persons to act as proxies, a majority of such persons
present at the meeting, or, if only one shall be present, then that one shall have and may exercise
all of the powers conferred by such written instrument upon all of the persons so designated unless
the instrument shall otherwise provide. No such proxy shall be valid after the expiration of six
months from the date of its execution, unless coupled with an interest, or unless the person
executing it specifies therein the length of time for which it is to continue in force,



 









 







which in no case shall exceed seven years from the

date of its execution. Subject to the above, any proxy duly executed is not revoked and continues
in full force and effect until an instrument revoking it or a duly executed proxy bearing a later
date is filed with the secretary of the corporation.



     Section 11.    Any action, which may be taken by the vote of the stockholders at a meeting, may
be taken without a meeting if authorized by the written consent of stockholders holding at least a
majority of the voting power, unless the provisions of the statutes or of the articles of
incorporation require a greater proportion of voting power to authorize such action in which case
such greater proportion of written consents shall be required.



ARTICLE III

DIRECTORS




     Section 1.    The authorized number of directors shall be determined from time to time by
resolution of the Board of Directors, provided that the Board of Directors shall consist of at
least one member. The number of Directors may not be less than three except that where all the
shares of the corporation are owned beneficially and of record by either one or two Stockholders,
the number of Directors may be less than three but not less than the number of Stockholders.



     Section 2.    Vacancies, including those caused by an increase in the number of directors, may
be filled by a majority of the remaining directors though less than a quorum. When one or more
directors shall give notice of his or their resignation to the board, effective at a future date,
the board shall have power to fill such vacancy or vacancies to take effect when such resignation
or resignations shall become effective, each director so appointed to hold office during the
remainder of the term of office of the resigning director or directors.



     Section 3.    The business of the corporation shall be managed by its board of directors which
may exercise all such powers of the corporation and do all such lawful acts and things as are not
by statute or by the articles of incorporation or by these by-laws directed or required to be
exercised or done by the stockholders.



MEETINGS OF THE BOARD OF DIRECTORS




     Section 4.    The board of directors of the corporation may hold meetings, both regular and
special, either within or without the State of Nevada.



     Section 5.    The first meeting of each newly elected board of directors shall be held at such
time and place as shall be fixed by the vote of the stockholders at the annual meeting and no
notice of such meeting shall be necessary to the newly elected directors in order legally to
constitute the meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected board of
directors, or in the event such meeting is not held at the time and place so fixed by the
stockholders, the meeting may be held at such time and place as shall be specified in a notice
given as hereinafter provided for special meetings of the board of directors, or as shall be
specified in a written waiver signed by all of the directors.



 









 





     Section 6.    Regular meetings of the board of directors may be held without notice at such time
and place as shall from time to time be determined by the board.



     Section 7.    Special meetings of the board of directors may be called by the president or
secretary on the written request of two directors. Written notice of special meetings of the board
of directors shall be given to each director at least two (2) days before the date of the meeting.



     Section 8.    A majority of the board of directors, at a meeting duly assembled, shall be
necessary to constitute a quorum for the transaction of business and the act of a majority of the
directors present at any meeting at which a quorum is present shall be the act of the board of
directors, except as may be otherwise specifically provided by statute or by the articles of
incorporation. Any action required or permitted to be taken at a meeting of the directors may be
taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed
by all of the directors entitled to vote with respect to the subject matter thereof.



COMMlTTEES OF DIRECTORS




     Section 9.    The board of directors may, by resolution passed by a majority of the whole board,
designate one or more committees, each committee to consist of one or more of the directors of the
corporation, which, to the extent provided in the resolution, shall have and may exercise the
powers of the board of directors in the management of the business and affairs of the corporation,
and may have power to authorize the seal of the corporation to be affixed to all papers on which
the corporation desires to place a seal. Such committee or committees shall have such name or names
as may be determined from time to time by resolution adopted by the board of directors.



     Section 10.    The committees shall keep regular minutes of their proceedings and report the
same to the board when required.



COMPENSATION OF DIRECTORS




     Section 11.    The directors may be paid their expenses, if any, of attendance at each meeting
of the board of directors and may be paid a fixed sum for attendance at each meeting of the board
of directors or a stated salary as director. No such payment shall preclude any director from
serving the corporation in any other capacity and receiving compensation therefor. Members of
special or standing committees may be allowed like compensation for attending committee meetings.



ARTICLE IV

NOTICES




     Section 1.    Notices to directors and stockholders shall be in writing and delivered personally
or mailed to the directors or stockholders at their addresses appearing on the books of the
corporation. Notice by mail shall be deemed to be given at the time when the same shall be mailed.
Notice to directors may also be given by facsimile telecommunication.



 









 





     Section 2.    Whenever all parties entitled to vote at any meeting, whether of directors or
stockholders, consent, either by a writing on the records of the meeting or filed with the
secretary, or by presence at such meeting and oral consent entered on the minutes, or by taking
part in the deliberations at such meeting without objection, the doings of such meeting shall be as
valid as if had at a meeting regularly called and noticed, and at such meeting any business may be
transacted which is not excepted from the written consent or to the consideration of which no
objection for want of notice is made at the time, and if any meeting be irregular for want of
notice or of such consent, provided a quorum was present at such meeting, the proceedings of said
meeting may be ratified and approved and rendered likewise valid and the irregularity or defect
therein waived by a writing signed by all parties having the right to vote at such meetings; and
such consent or approval of stockholders may be by proxy or attorney, but all such proxies and
powers of attorney must be in writing.



     Section 3.    Whenever any notice whatever is required to be given under the provisions of the
statutes, of the articles of incorporation or of these by-laws, a waiver thereof in writing, signed
by the person or persons entitled to said notice, whether before or after the time stated therein,
shall be deemed equivalent thereto.



ARTICLE V

OFFICERS




     Section 1.    The officers of the corporation shall be chosen by the board of directors and
shall be a president, a vice president, a secretary and a treasurer. Any natural person may hold
two or more offices.



     Section 2.    The board of directors at its first meeting after each annual meeting of
stockholders shall choose a president, a vice president, a secretary and a treasurer, none of whom
need be a member of the board.



     Section 3.    The board of directors may appoint additional vice presidents, and assistant
secretaries and assistant treasurers and such other officers and agents as it shall deem necessary
who shall hold their offices for such terms and shall exercise such powers and perform such duties
as shall be determined from time to time by the board.



     Section 4.    The salaries of all officers and agents of the corporation shall be fixed by the
board of directors.



     Section 5.    The officers of the corporation shall hold office until their successors are
chosen and qualify. Any officer elected or appointed by the board of directors may be removed at
any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in
any office of the corporation by death, resignation, removal or otherwise shall be filled by the
board of directors.



 









 





THE PRESIDENT




     Section 6.    The president shall be the chief executive officer of the corporation, shall
preside at all meetings of the stockholders and the board of directors, shall have general and
active management of the business of the corporation, and shall see that all orders and resolutions
of the board of directors are carried into effect.



     Section 7.    He shall 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 of directors to some other officer or agent of the corporation.



THE VICE PRESIDENT




     Section 8.    The vice president shall, in the absence or disability of the president, perform
the duties and exercise the powers of the president and shall perform such other duties as the
board of directors may from time to time prescribe.



THE SECRETARY




     Section 9.    The secretary shall attend all meetings of the board of directors and all meetings
of the stockholders and record all the proceedings of the meetings of the corporation and of the
board of directors in a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall perform such other
duties as may be prescribed by the board of directors or president, under whose supervision he
shall be. He shall keep in safe custody the seal of the corporation and, when authorized by the
board of directors, affix the same to any instrument requiring it and, when so affixed, it shall be
attested by his signature or by the signature of the treasurer or an assistant secretary.



THE TREASURER




     Section 10.    The treasurer shall have the custody of the corporate funds and securities and
shall keep full and accurate accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable effects in the name and to the credit
of the corporation in such depositories as may be designated by the board of directors.



     Section 11.    He shall disburse the funds of the corporation as may be ordered by the board of
directors taking proper vouchers for such disbursements, and shall render to the president and the
board of directors, at the regular meetings of the board, or when the board of directors so
requires, an account of all his transactions as treasurer and of the financial condition of the
corporation.



 









 





     Section 12.    If required by the board of directors, he shall give the corporation a bond in
such sum and with such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to the corporation,
in case of his death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under his control
belonging to the corporation.



ARTICLE VI

CERTIFICATES OF STOCK




     Section 1.    Every stockholder shall be entitled to have a certificate, signed by the president
or a vice president and the treasurer or an assistant treasurer, or the secretary or an assistant
secretary of the corporation, certifying the number of shares owned by him in the corporation. If
the corporation is authorized to issue shares of more than one class or more than one series of any
class, there shall be set forth upon the face or back of the certificate, or the certificate shall
have a statement that the corporation will furnish to any stockholders upon request and without
charge, a full or summary statement of the designations, preferences and relative, participating,
optional or other special rights of the various classes of stock or series thereof and the
qualifications, limitations or restrictions of such rights, and, if the corporation shall be
authorized to issue only special stock, such certificate shall set forth in full or summarize the
rights of the holders of such stock.



     Section 2.    Whenever any certificate is countersigned or otherwise authenticated by a transfer
agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or
agents, the transfer agent or transfer clerk or the registrar of the corporation may be printed or
lithographed upon such certificate in lieu of the actual signatures. If the corporation uses
facsimile signatures of the officers and agents on its stock certificates, it cannot act as
registrar of its own stock, but its transfer agent and registrar may be identical if the
institution acting in those dual capacities countersigns or otherwise authenticates any stock
certificates in both capacities. In case any officer or officers who shall have signed, or whose
facsimile signature or signatures shall have been used on, any such certificate or certificates
shall cease to be such officer or officers of the corporation, whether because of death,
resignation or otherwise, before such certificate or certificates shall have been delivered by the
corporation, such certificate or certificates may nevertheless be adopted by the corporation and
be issued and delivered as though the person or persons who signed such certificate or
certificates, or whose facsimile signature or signatures shall have been used thereon, had not
ceased to be an officer or officers of such corporation.



LOST CERTIFICATES




     Section 3.    The board of directors may direct a new certificate or certificates to be issued
in place of any certificate or certificates theretofore issued by the corporation alleged to have
been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or
certificates, the board of directors may, in its discretion and as a condition precedent to the



 









 







issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require and/or give the
corporation a bond in such sum as it may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate alleged to have been lost or destroyed.



TRANSFER OF STOCK




     Section 4.    Upon surrender to the corporation or the transfer agent of the corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the corporation to issue a new certificate to the
person entitled thereto, cancel the old certificate and record the transaction upon its books.



CLOSING OF TRANSFER BOOKS




     Section 5.    The directors may prescribe a period not exceeding sixty days prior to any meeting
of the stockholders during which no transfer of stock on the books of the corporation may be made,
or may fix a day not more than sixty days or less than 10 days prior to the holding of any such
meeting as the day as of which stockholders entitled to notice of and to vote at such meeting shall
be determined; and only stockholders of record on such day shall be entitled to notice or to vote
at such meeting.



REGISTERED STOCKHOLDERS




     Section 6.    The corporation shall be entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive dividends, and to vote as such owner, and
to hold liable for calls and assessments a person registered on its books as the owner of shares,
and shall not be bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of Nevada.



ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS




     Section 1.    Dividends upon the capital stock of the corporation, subject to the provisions of
the articles of incorporation, if any, may be declared by the board of directors at any regular or
special meeting pursuant to law. Dividends may be paid in cash, in property, or in shares of the
capital stock, subject to the provisions of the articles of incorporation.



     Section 2.    Before payment of any dividend, there may be set aside out of any funds of the
corporation available for dividends such sum or sums as the directors from time to time, in their
absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the corporation, and the



 









 







directors may modify or abolish any such reserves in the manner in which it was created.



CHECKS




     Section 3.    All checks or demands for money and notes of the corporation shall be signed by
such officer or officers or such other person or persons as the board of directors may from time to
time designate.



FISCAL YEAR




     Section 4.    The fiscal year of the corporation shall be fixed by resolution of the board of
directors.



SEAL




     Section 5.    The Corporate seal shall have inscribed thereon the name of the Corporation, the
year of its incorporation and the words, “Corporate Seal, Nevada”.



INDEMNITY OF OFFICERS, DIRECTORS, ETC.




     Section 6.    The Corporation shall indemnify any person who was or is a party or its threatened
to be made a party to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, except in an action by or in the right of the
Corporation by reason of the fact that he is or was a Director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a Director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise,
against expenses including attorneys’ fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with such action, suit or proceedings if he acted in
good faith and in a manner such person reasonably believed to be in or not opposed to the best
interests of the Corporation and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in or not opposed to the best interests of the
Corporation and that, with respect to any criminal action or proceeding, he had reasonable cause to
believe that his conduct was unlawful.



     Section 7.    The Corporation shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is or was a Director,
officer, employee, or agent of the Corporation, or is or was serving at the request of the
Corporation as a Director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses actually and reasonably incurred by him in



 









 







connection with the defense or settlement of such action or suit if he acted in good faith and in a
manner which he reasonably believed to be in or not opposed to the best interests of the
Corporation; except no indemnification shall be made by the Corporation in respect of any claim,
issue or matter as to which such person has been adjudged to be liable for negligence or misconduct
in the performance of his duty to the Corporation unless and only to the extent that the court in
which such action or suit was brought determines upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnification for such expenses as the court deems proper.



     Any indemnification under Section 6 or 7 of this Article, unless ordered by a court, shall be
made by the Corporation only as authorized in the specific case upon a determination that
indemnification of the Director, officer, employee or agent is proper in the circumstances because
he has met the applicable standard of conduct set forth in Sections 6 and 7. Determination as to
such conduct shall be made:



     (1) By the stockholders; or



     (2) By the Board of Directors by majority vote of a quorum consisting of Directors who were
not parties to such act, suit or proceeding; or



     (3) If such a quorum of disinterested Directors so orders, by independent legal counsel in a
written opinion; or



     (4) If such a quorum of disinterested Directors cannot be obtained, by independent legal
counsel in a written opinion.



     A Director, officer, employee or agent of the Corporation who is seeking indemnification shall
make a written request for such indemnification to the Board. Upon receipt of such request the
Board shall act promptly and in compliance with the procedure set forth above.



     Expenses incurred in defending any proceeding shall be advanced by the Corporation prior to
the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the
Director, officer, employee or agent to repay such amount unless it shall be determined ultimately
that the agent is entitled to be indemnified as authorized in this Section.



     Section 8.    The Corporation shall indemnify any Director, officer, employee or agent of the
Corporation who has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in this Section, or in defense of any item, issue or matter therein, against
expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with
such defense.



 









 





ARTICLE VIII

STATEMENT OF PURPOSE




     Section 1.    URS Corporation is a multi-disciplinary professional service firm committed to
providing high quality professional consulting services. The purposes of the organization are to
meet the needs of clients, to provide sufficient earnings and to maintain an environment in which
the professional and financial goals of the firm and its employees may be achieved.



     Section 2.    The Corporation desires to engage in the practice of the disciplines of Civil
Engineering, Chemical Engineering, and Land Surveying in the State of Alaska. To engage in the
lawful practice of these disciplines, the Corporation will continually maintain a duly registered
professional in responsible charge of each discipline in the State of Alaska.



     Section 3.    The Corporation desires to engage in the practice of architecture in the State of
Washington. To engage in the lawful practice of this discipline the Corporation shall designate an
architect in responsible charge, with authority to make all final decisions for architectural
activities in the State of Washington.



     Section 4.    All engineering decisions pertaining to any project or engineering activities in
the State of Washington shall be made by the designated engineer in responsible charge named in a
resolution of the Board of Directors.



     Section 5.    All engineering decisions pertaining to any project or engineering activities in
the State of South Carolina shall be made by the designated engineer in responsible charge named in
a resolution of the Board of Directors.



     Section 6.    The Corporation desires to engage in the practice of architecture in Florida. To
engage in the lawful practice of architecture, the Corporation will continually maintain a duly
registered architect in responsible charge for the Corporation’s practice of architecture in
Florida with authority to make all final decisions for the architectural activities in the State of
Florida. The architect in responsible charge shall be a Director and/or principal officer of the
Corporation.



ARTICLE IX

AMENDMENTS




     Section 1.    These by-laws may be altered or repealed at any regular meeting of the
stockholders or of the board of directors or at any special meeting of the stockholders or of the
board of directors if notice of such alteration or repeal be contained in the notice of such
special meeting.