EXHIBIT 3(b)
BY-LAWS
OF
ALCOA INC.
ARTICLE I
IDENTIFICATION
Section 1. Principal Office. The principal office of
the Company shall be in the City of Pittsburgh, Pennsylvania.
Section 2. Seal. The Company shall have a corporate
seal in such form as the board of directors shall by resolution
from time to time prescribe.
Section 3. Fiscal Year. The fiscal year of the Company
shall end on the 31st day of December.
ARTICLE II
SHAREHOLDERS' MEETINGS
Section 1. Place of Meetings. Meetings of the
shareholders of the Company shall be held at such place within or
without the Commonwealth of Pennsylvania as may be fixed by the
board of directors pursuant to authority hereby granted.
Section 2. Annual Meeting. The annual meeting of the
shareholders shall be held on the Friday next following the first
Monday in May of each year at nine thirty o'clock A.M., local
time in effect at the place of the meeting, or on such other day
or at such other time as may be fixed by the board of directors
pursuant to authority hereby granted.
Section 3. Chairman of the Meeting. All meetings of the
shareholders shall be called to order and presided over by the
chairman of the board, or in the absence of the chairman of the
board, by a vice chairman of the board, the president or another
director, in the order designated by the chairman of the board,
or if none of these be present, by a chairman elected by a
majority of the votes which all shareholders present are entitled
to cast on any matter coming before the meeting.
ARTICLE III
BOARD OF DIRECTORS
Section 1. Number. Until the board of directors has
increased or decreased the number of the directors as hereinafter
provided, the number of the directors shall be ten. The board is
hereby authorized to increase or decrease the number of the
directors from time to time without a vote of the shareholders,
provided, however, that such number shall not be less than seven
nor more than fifteen.
Section 2. General Powers. The board of directors shall
have power in general to manage the business and affairs of the
Company consistent with the law, the Articles of the Company and
these By-laws, and may from time to time adopt such regulations
regarding the powers and duties of the respective officers,
assistant officers and agents and the conduct of the Company's
business as the board may deem proper and expedient.
Section 3. Election and Nomination of Directors.
Candidates for election as directors at any annual meeting of
shareholders shall be nominated and elected for terms to expire
not later than the third annual meeting following their election,
in accordance with the Articles of the Company and applicable
law.
Section 4. Annual Meeting. The board of directors shall
without notice meet each year upon adjournment of the annual
meeting of the shareholders at the principal office of the
Company, or at such other time or place as shall be designated in
a notice given to all nominees for director, for the purposes of
organization, election of officers and consideration of any other
business that may properly be brought before the meeting.
Section 5. Regular Meetings. Regular meetings of the
board of directors shall be held at such times and places as
shall be fixed by the board at any time in advance of the meeting
date or designated in a notice of the meeting.
Section 6. Special Meetings. Special meetings of the
board of directors may be called by the chairman of the board, a
vice chairman of the board, the president or any two directors.
Section 7. Notice of Regular and Special Meetings. No
notice of a regular meeting of the board of directors shall be
necessary if the meeting is held at the time and place fixed by
the board in advance of the meeting date. Notice of any regular
meeting to be held at another time or place and of all special
meetings of the board, setting forth the time and place of the
meeting, shall be given by letter or other writing deposited in
the United States mail or with an express mail or private courier
service not later than during the second day immediately
preceding the day for such meeting, or by word of mouth,
telephone, facsimile or other oral or written means received not
later than during the day immediately preceding the day for such
meeting.
Section 8. Quorum. A majority of the directors in
office shall be necessary to constitute a quorum for the
transaction of business at a meeting of the board of directors,
but if at any meeting a quorum shall not be present the meeting
may adjourn from time to time until a quorum shall be present.
Section 9. Executive Committee. The board of directors
may, by resolution adopted by a majority of the whole board,
designate three or more of the directors to constitute an
executive committee which to the extent provided in a resolution
adopted by a majority of the whole board shall have and exercise
the authority of the board in the management of the business and
affairs of the Company except as otherwise limited by law.
Section 10. Audit Committee. The board of directors
shall, by resolution adopted by a majority of the whole board,
designate three or more of the directors to constitute an audit
committee. Audit committee members shall not be officers or full
time employees of the Company or its subsidiaries. The audit
committee shall have such authority and shall perform such duties
as shall be provided from time to time in accordance with
resolutions of the board.
Section 11. Compensation Committee. The board of
directors may, by resolution adopted by a majority of the whole
board, designate three or more of the directors to constitute a
compensation committee which to the extent provided in such
resolution or other action by the board shall have and exercise
the authority (a) to fix and determine, and change from time to
time, the compensation of all officers of the Company elected by
the board, including, but not restricted to, monthly or other
periodic compensation and incentive or other additional
compensation, (b) to authorize or approve all contracts of the
Company with any officer for remuneration (whether in the form of
a pension, deferred compensation or otherwise) to be paid from
the general funds of the Company after the termination of regular
employment of such officer, and (c) to administer or perform
specified functions under any one or more of the stock option or
other incentive plans of the Company; provided that the said
committee shall not exercise any of its said authority with
respect to any of its members.
Section 12. Compensation of Assistant Officers and
Agents. Unless otherwise determined by the board of directors,
the chief executive officer of the Company shall have the
authority to fix and determine, and change from time to time, the
compensation of all assistant officers and agents of the Company
elected or appointed by the board or by the chief executive
officer, including, but not restricted to, monthly or other
periodic compensation and incentive or other additional
compensation.
Section 13. Limitation Regarding Pension and Incentive
Plans. Nothing contained in the foregoing two sections of this
Article III shall be construed to vest, or to authorize vesting,
in the compensation committee or the chief executive officer of
the Company any authority with respect to any pension plan of the
Company having general application, or in the chief executive
officer of the Company any authority with respect to stock
options or other incentives under plans which provide for
administration by the board of directors or a committee thereof.
Section 14. Other Committees. In addition to the
committees described in this Article III, the board of directors
may, by resolution adopted by a majority of the whole board,
designate one or more other committees of the board, each of
which shall consist of one or more of the directors. Each such
other committee shall have such authority and shall perform such
other duties as may be provided from time to time in resolutions
of the board.
Section 15. Substitute Committee Members. In the absence
or disqualification of any member of any committee of the board
of directors, the member or members thereof present at any
meeting and not disqualified from voting, whether or not such
member or members constitute a quorum, may unanimously appoint
another director to act at the meeting in the place of any such
absent or disqualified member.
Section 16. Participation by Conference Telephone. One
or more directors may participate in a meeting of the board of
directors or of a committee thereof by means of conference
telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other.
Section 17. Personal Liability of Directors. To the
fullest extent that the laws of the Commonwealth of Pennsylvania,
as in effect on May 15, 1987 or as thereafter amended, permit
elimination or limitation of the liability of directors, no
director of the Company shall be personally liable for monetary
damages for any action taken, or any failure to take any action.
This Section 17 shall not apply to any action filed prior to May
15, 1987, nor to any breach of performance of duty or any failure
of performance of duty occurring prior to May 15, 1987. The
provisions of this Section shall be deemed to be a contract with
each director of the Company who serves as such at any time while
such provisions are in effect, and each such director shall be
deemed to be serving as such in reliance on the provisions of
this Section. Any amendment or repeal of this Section or
adoption of any other By-law or provision of the Articles of the
Company which has the effect of increasing director liability
shall operate prospectively only and shall not affect any action
taken, or any failure to act, prior to such amendment, repeal or
adoption. This Section 17 may be amended or repealed only with
the affirmative vote of the holders of a majority of the
outstanding shares of common stock of the Company.
ARTICLE IV
OFFICERS
Section 1. Number and Election. The board of directors
at its annual meeting shall elect a president, a secretary and a
treasurer, or persons who act as such, and may elect a chairman
of the board, one or more vice presidents, a controller, a
general counsel and such other officers and assistant officers as
the board may deem appropriate. The board shall from time to
time designate the chief executive officer who shall be either
the chairman of the board or the president. The board may also
from time to time elect such other officers and assistant
officers and appoint such agents as it may deem appropriate.
Assistant officers and agents also may be appointed by the chief
executive officer.
Section 2. Qualifications. The chairman of the board
shall be a member of the board of directors but the other
officers need not be directors.
Section 3. Term of Office. Each officer and assistant
officer shall hold office until the annual meeting of the board
of directors next following the meeting of the board at which
such officer or assistant officer is elected, except in the case
of earlier death, resignation or removal.
Section 4. Chairman of the Board. The chairman of the
board shall preside at all meetings of the board of directors at
which such chairman is present. In the absence of the chairman
of the board, a vice chairman of the board, the president or
another director, in the order designated by the chairman of the
board, shall preside at meetings of the board of directors. If
the chairman of the board is not the chief executive officer, the
chairman of the board shall have such powers and perform such
other duties as the president may from time to time delegate to
such chairman, except as otherwise determined by the board.
Section 5. President. If the president is not the chief
executive officer, the president shall have such powers and
perform such other duties as the chairman of the board may from
time to time delegate to the president, except as otherwise
determined by the board.
Section 6. Vice Presidents. Each vice president,
including any vice president designated as executive, senior or
otherwise, shall have such powers and perform such duties as the
chairman of the board or the president may from time to time
delegate to such vice president, except as otherwise determined
by the board of directors.
Section 7. Secretary. The secretary shall attend
meetings of the shareholders, the board of directors and the
executive committee, shall keep minutes thereof in suitable
books, and shall send out all notices of meetings as required by
law or these By-laws. The secretary shall be ex officio an
assistant treasurer. The secretary shall, in general, perform all
duties incident to the office of secretary.
Section 8. Treasurer. The treasurer shall receive all
money paid to the Company and keep or cause to be kept accurate
accounts of all money received or payments made in books kept for
that purpose. The treasurer shall deposit all money received by
the treasurer in the name and to the credit of the Company in
banks or other places of deposit. The treasurer shall disburse
the money of the Company by checks or vouchers. The treasurer
shall be ex officio an assistant secretary. The treasurer shall,
in general, perform all duties incident to the office of
treasurer.
Section 9. Controller. The controller shall be
responsible for the implementation of accounting policies and
procedures, the installation and supervision of all accounting
records, including the preparation and interpretation of
financial statements, the compilation of production costs and
cost distributions and the taking and valuation of physical
inventories. The controller shall also be responsible for the
maintenance of adequate records of authorized appropriations and
the approval for payment of all checks and vouchers. The
controller shall, in general, perform all duties incident to the
office of controller.
Section 10. General Counsel. The general counsel shall
advise the Company on legal matters affecting the Company and its
activities and shall supervise and direct the handling of all
such legal matters. The general counsel shall, in general,
perform all duties incident to the office of general counsel.
Section 11. Assistant Officers. Each assistant officer
shall have such powers and perform such duties as may be
delegated to such assistant officer by the officer to whom such
assistant officer is an assistant or, in the absence or inability
to act of such officer, by the officer to whom such officer
reports or by the chief executive officer.
ARTICLE V
INDEMNIFICATION
Section 1. Indemnification Granted. Every person who is
or was a director, officer or employee of the Company or of any
other corporation, partnership, joint venture, trust or other
enterprise which such person serves or served as such at the
request of the Company (hereinafter referred to as an "eligible
person") shall in accordance with this Article V, but not if
prohibited by law, be indemnified by the Company as hereinafter
provided against reasonable expense and any liability paid or
incurred by such person in connection with or resulting from any
claim in which such person may be involved, as a party or
otherwise, by reason of such person's being or having been a
director, officer or employee of the Company or such other
enterprise, whether or not such person continues to be such at
the time such liability or expense shall have been paid or
incurred.
Section 2. Certain Definitions. As used in this Article
V, the term "claim" shall mean any threatened or actual claim,
action, suit or proceeding (whether brought by or in the right of
the Company or such other enterprise or otherwise), whether
civil, criminal, administrative or investigative; the term
"expense" shall mean counsel fees and disbursements and all other
expenses (except any liability) incurred in connection with any
claim; and the term "liability" shall mean amounts of judgments,
fines or penalties against, and amounts paid in settlement by, an
eligible person with respect to any claim.
Section 3. Expense Reimbursement to the Extent
Successful. Any eligible person who has been wholly successful,
on the merits or otherwise, with respect to any claim shall be
reimbursed by the Company for such person's reasonable expense.
Any eligible person who has been partially successful shall be
proportionately reimbursed by the Company for such person's
reasonable expense.
Section 4. Indemnification Where Not Wholly Successful.
Any eligible person who has been partially unsuccessful and any
other eligible person not described in Section 3 of this Article
V shall be reimbursed by the Company for such person's reasonable
expense and for any liability if a Referee shall deliver to the
Company the written finding of such Referee that such person
acted in good faith and in a manner such person reasonably
believed to be in, or not opposed to, the best interests of the
Company, and in addition with respect to any criminal action or
proceeding, had no reasonable cause to believe the conduct of
such person was unlawful. Where such person is found by the
Referee to have met the foregoing standards of conduct with
respect to one or more but not all the claims made against such
person, such person shall be entitled to indemnification for
such expense and liability in such proportion as the Referee
shall determine. The termination of any claim by judgment,
order, settlement (whether with or without court approval),
adverse decision, or conviction after trail or upon a plea of
guilty or of nolo contendere or its equivalent, shall not of
itself create a presumption that an eligible person did not meet
the foregoing standards of conduct. The person claiming
indemnification shall, at the request of the Referee, appear
before the Referee and answer questions which the Referee deems
relevant and shall be given ample opportunity to present to the
Referee evidence upon which such person relies for indemnifica-
tion; and the Company shall at the request of the Referee, make
available to the Referee facts, opinions or other evidence in
any way relevant for the Referee's finding which are within the
possession or control of the Company. As used in this Article V,
the term "Referee" shall mean independent legal counsel (who may
be regular independent legal counsel of the Company), or other
disinterested person or persons, selected to act as such
hereunder by the board of directors of the Company, whether or
not a disinterested quorum exists.
Section 5. Advancement of Expenses. Any expense
incurred with respect to any claim may be advanced by the Company
prior to the final disposition thereof upon receipt of an
undertaking by or on behalf of the recipient to repay such amount
if it is ultimately determined that such recipient is not to be
indemnified under this Article V.
Section 6. Article V Not Exclusive; Survival of Rights.
The rights of indemnification provided in this Article V shall be
in addition to any rights to which any eligible person may
otherwise be entitled by contract or as a matter of law; and in
the event of such person's death, such rights shall extend to the
heirs and legal representatives of such person.
ARTICLE VI
SHARE CERTIFICATES AND TRANSFERS
Section 1. Share Certificates. Share certificates shall
be in such form as the board of directors may from time to time
determine. Each certificate shall be signed by the chairman of
the board, the president, the treasurer or the secretary of the
Company, by manual or facsimile signature.
Section 2. Transfer Agent and Registrar. The board of
directors may from time to time appoint one or more transfer
agents and may appoint one or more registrars of transfer, each
to act with respect to such preferred and common shares of the
Company as the board of directors may designate. No share
certificate of the Company shall be valid or binding unless
countersigned, manually or by facsimile signature, by a transfer
agent if one has been appointed to act with respect to the shares
evidenced by such certificate, and registered before issue by a
registrar if one has been appointed to act with respect to the
shares evidenced by such certificate.
Section 3. Signatures by Former Corporate Officers or
Agents. In case any officer of the Company, or any authorized
signatory of any transfer agent or registrar, who has signed, or
whose facsimile signature has been placed upon, any share
certificate shall have ceased to be such officer or authorized
signatory because of death, resignation or otherwise, before the
certificate is issued, it may be issued with the same effect as
if the officer or authorized signatory had not ceased to be such
at the date of its issue.
ARTICLE VII
AMENDMENTS
These By-laws may be altered, amended, added to or repealed
by the board of directors at any meeting of the board duly
convened with or without notice of that purpose, subject to the
power of the shareholders to change such action.
ARTICLE VIII
INDEMNIFICATION FOR DIRECTORS
Section 1. Right to Indemnification. Except as
prohibited by law, every director of the Company shall be
entitled as of right to be indemnified by the Company against
expenses and any liability paid or incurred by such person in
connection with any actual or threatened claim, action, suit or
proceeding, civil, criminal, administrative, investigative or
other, whether brought by or in the right of the Company or
otherwise, in which he or she may be involved, as a party or
otherwise, by reason of such person being or having been a
director of the Company or by reason of the fact that such person
is or was serving at the request of the Company as a director,
officer, employee, fiduciary or other representative of another
corporation, partnership, joint venture, trust, employee benefit
plan or other entity (such claim, action, suit or proceeding
hereinafter being referred to as a "claim"); provided, that no
such right of indemnification shall exist with respect to a claim
brought by a director against the Company except as provided in
the last sentence of this Section 1. Indemnification hereunder
shall include the right to have expenses incurred by such person
in connection with a claim paid in advance by the Company prior
to final disposition of such claim, subject to any obligation
which may be imposed by law, By-law, agreement or otherwise to
reimburse the Company in certain events. As used herein,
"expenses" shall include fees and expenses of counsel selected by
any such director and "liability" shall include amounts of
judgments, excise taxes, fines, penalties and amounts paid in
settlement. With respect to any claim brought by a director or
other person against the Company, the director or other person
shall be entitled to be indemnified for expenses incurred in
connection with such claim pursuant to this Section 1 only (i) if
the claim is a suit brought as a claim for indemnity under
Section 2 of this Article VIII or otherwise, (ii) if the director
or other person is successful in whole or in part in the claim
for which expenses are claimed or (iii) if the indemnification
for expenses is included in a settlement of the claim or is
awarded by a court.
Section 2. Right of Claimant to Bring Suit. If a claim
under Section 1 of this Article VIII is not paid in full by the
Company within thirty days after a written claim has been
received by the Company, the claimant may at any time thereafter
bring suit against the Company to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant
shall also be entitled to be paid the expense of prosecuting such
claim. It shall be a defense to any such suit to recover
indemnification that the claimant's conduct was such that under
Pennsylvania law the Company is prohibited from indemnifying the
claimant for the amount claimed, but the burden of proving such
defense shall be on the Company. Neither the failure of the
Company (including its board of directors, legal counsel and its
shareholders) to have made a determination prior to the
commencement of such suit that indemnification of the claimant is
proper in the circumstances, nor an actual determination by the
Company (including its board of directors, legal counsel or its
shareholders) that the claimant's conduct was such that
indemnification is prohibited by law, shall be a defense to the
suit to recover indemnification or create a presumption that the
claimant's conduct was such that indemnification is prohibited by
law. The only defense to any such suit to receive payment of
expenses in advance shall be failure to make an undertaking to
reimburse if such an undertaking is required by law, By-law,
agreement or otherwise.
Section 3. Insurance and Funding. The Company may
purchase and maintain insurance to protect itself and any person
eligible to be indemnified hereunder against any liability or
expense asserted or incurred by such person in connection with
any claim, whether or not the Company would have the power to
indemnify such person against such liability or expense by law or
under the provisions of this Article. The Company may create a
trust fund, grant a security interest, cause a letter of credit
to be issued or use other means (whether or not similar to the
foregoing) to ensure the payment of such sums as may become
necessary to effect indemnification as provided herein.
Section 4. Non-Exclusivity; Nature and Extent of Rights.
The right of indemnification provided for in this Article VIII(i)
shall not be deemed exclusive of any other rights, whether now
existing or hereafter created, to which those seeking
indemnification hereunder may be entitled under any provision of
the Articles or By-laws, or any agreement, vote of shareholders
or directors or otherwise, (ii) shall be deemed to create
contractual rights in favor of persons entitled to
indemnification hereunder, (iii) shall continue as to persons who
have ceased to have the status pursuant to which they were
entitled or were denominated as entitled to indemnification
hereunder and shall inure to the benefit of the heirs and legal
representatives of persons entitled to indemnification hereunder
and (iv) shall be applicable to claims commenced after the
adoption hereof, whether arising from acts or omissions occurring
before or after the adoption hereof. The right of
indemnification provided for herein may not be amended or
repealed so as to limit in any way the indemnification provided
for herein with respect to any acts or omissions occurring prior
to any such amendment or repeal.