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Exhibit 3.1
AMERICAN AIRLINES, INC.
BYLAWS
(As amended April 2, 2002)
ARTICLE I
Offices
The registered office of the corporation in the State of
Delaware is to be located in the City of Wilmington, County of New
Castle. The corporation may have other offices within and without
the State of Delaware.
ARTICLE II
Meetings of Stockholders
Section l. Annual Meetings. An annual meeting of
stockholders to elect directors and to take action upon such other
matters as may properly come before the meeting shall be held on
the third Wednesday in May of each year, or on such other day, and
at such time and at such place, within or without the State of
Delaware, as the board of directors or the chairman of the board
may from time to time fix.
Any stockholder wishing to bring a matter before an
annual meeting must notify the secretary of the corporation of
such fact not less than sixty nor more than ninety days before the
date of the meeting. Such notice shall be in writing and shall
set forth the business proposed to be brought before the meeting,
shall identify the stockholder and shall disclose the
stockholder's interest in the proposed business.
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Section 2. Special Meetings. A special meeting of
stockholders shall be called by the secretary upon receipt of a
request in writing of the board of directors, the chairman of the
board or the president. Any such meeting shall be held at the
principal business office of the corporation unless the board
shall name another place therefor, at the time specified by the
body or persons calling such meeting.
Section 3. Nominees For Election As Director.
Nominations for election as director, other than those made by or
at the direction of the board of directors, must be made by timely
notice to the secretary, setting forth as to each nominee the
information required to be included in a proxy statement under the
proxy rules of the Securities and Exchange Commission. If such
election is to occur at an annual meeting of stockholders, notice
shall be timely if it meets the requirements of such proxy rules
for proposals of security holders to be presented at an annual
meeting. If such election is to occur at a special meeting of
stockholders, notice shall be timely if received not less than
ninety days prior to such meeting.
Section 4. Notice of Meetings. Written notice of
each meeting of stockholders shall be given which shall state the
place, date and hour of the meeting, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called.
Unless otherwise provided by law, such notice shall be mailed,
postage prepaid, to each stockholder entitled to vote at such
meeting, at his address as it appears on the records of the
corporation, not less than ten nor more than sixty days before the
date of the meeting. When a meeting is adjourned to another time
or place, notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting at which the
adjournment is taken, unless the adjournment is for more than
thirty days or a new record date is fixed for the adjourned
meeting, in which case a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the
meeting.
Section 5. Chairman and Secretary at Meetings. At
any meeting of stockholders the chairman of the board, or in his
absence, the president, or if neither such person is available,
then a person designated by the board of directors, shall preside
at and act as chairman of the meeting. The secretary, or in his
absence a person designated by the chairman of the meeting,
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shall act as secretary of the meeting.
Section 6. Proxies. Each stockholder entitled to
vote at a meeting of stockholders may authorize another person or
persons to act for him by proxy, but no such proxy shall be voted
or acted upon after three years from its date, unless the proxy
provides for a longer period.
Section 7. Quorum. At all meetings of the stock
holders the holders of one-third of the number of shares of the
stock issued and outstanding and entitled to vote thereat, present
in person or represented by proxy, shall constitute a quorum
requisite for the election of directors and the transaction of
other business, except as otherwise provided by law or by the
certificate of incorporation or by any resolution of the board of
directors creating any series of Preferred Stock.
If holders of the requisite number of shares to consti
tute a quorum shall not be present in person or represented by
proxy at any meeting of stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall
have the power to adjourn the meeting from time to time until a
quorum shall be present or represented. At any 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. Voting. At any meeting of stockholders,
except as otherwise provided by law or by the certificate of
incorporation or by any resolution of the board of directors
creating any series of Preferred Stock:
(a) Each holder of record of a share or shares of stock
on the record date for determining stockholders entitled to vote
at such meeting shall be entitled to one vote in person or by
proxy for each share of stock so held.
(b) Directors shall be elected by a plurality of the
votes cast by the holders of Common Stock, present in person or by
proxy.
(c) Each other question properly presented to any
meeting of stockholders shall be decided by a majority of the
votes cast on the question entitled to vote thereon.
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(d) Elections of directors shall be by ballot but the
vote upon any other question shall be by ballot only if so ordered
by the chairman of the meeting or if so requested by stockholders,
present in person or represented by proxy, entitled to vote on the
question and holding at least l0% of the shares so entitled to
vote.
Section 9. Action By Written Consent. Any stock
holder seeking to act by written consent of stockholders shall
notify the secretary in writing of such intent and shall request
the board of directors to fix a record date for determining the
stockholders entitled to vote by consent. The notice shall
specify the actions sought to be taken and, if the election of one
or more individuals as director is sought, shall include as to
each nominee the information required to be included in a proxy
statement under the proxy rules of the Securities and Exchange
Commission. Such record date shall be the fifteenth day following
receipt of such request or such later date as may be specified by
the requesting stockholder.
The date for determining whether an action has been
consented to by the required number of stockholders shall be the
thirty-first day after written consent forms were mailed to
stockholders or, if no such material is required to be mailed, the
thirty-first day following the record date.
Section l0. List of Stockholders. At least ten days
before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alpha
betical order, and showing the address of each stockholder and the
number of shares registered in the name of each stockholder shall
be prepared. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during
ordinary business hours for a period of at least ten days prior to
the meeting, either at a place within the city where the meetingis
to be held, which place shall be specified in the notice of the meeting,
or, if not so specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.
Section ll. Judges of Election. Whenever a vote at a
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meeting of stockholders shall be by ballot, or whenever written
consent to action is sought, the proxies and ballots or consents
shall be received and taken charge of, and all questions touching
on the qualification of voters and the validity of proxies and
consents and the acceptance and rejection of votes shall be
decided by two judges of election. In the case of a meeting of
stockholders, such judges of election shall be appointed by the
board of directors before or at the meeting, and if no such
appointment shall have been made, then by the stockholders at the
meeting. In the case of a solicitation of consents, such judges
of election shall be appointed by the board of directors on or
before the record date for determining the stockholders entitled
to vote by consent, and if no such appointment shall have been
made, then by the chairman of the board or the president. If for
any reason either of the judges of election previously appointed
shall fail to attend or refuse or be unable to serve, a judge of
election in place of any so failing to attend or refusing or
unable to serve, shall be appointed by the board of directors,
the stockholders at the meeting, the chairman of the board or the
president.
ARTICLE III
Directors: Number, Election, Etc.
Section l. Number. The board of directors shall
consist of such number of members, not less than three, as the
board of directors may from time to time determine by resolution,
plus such additional persons as the holders of the Preferred Stock
may be entitled from time to time, pursuant to the provisions of
any resolution of the board of directors creating any
series of Preferred Stock, to elect to the board of directors.
Section 2. Election, Term, Vacancies. Directors
shall be elected each year at the annual meeting of stockholders,
except as hereinafter provided, and shall hold office until the
next annual election and until their successors are duly elected
and qualified. Vacancies and newly created directorships result
ing from any increase in the authorized number of directors may be
filled by a majority of the directors then in office, although
less than a quorum.
Section 3. Resignation. Any director may resign at
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any time by giving written notice of such resignation to the board
of directors, the chairman of the board, the president or the
secretary. Any such resignation shall take effect at the time
specified therein or, if no time be specified, upon the receipt
thereof by the board of directors or one of the above-named
officers and, unless specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 4. Removal. Any director may be removed
from office at any time, with or without cause, by a vote of a
majority of a quorum of the stockholders entitled to vote at any
regular meeting or at any special meeting called for the purpose.
Section 5. Fees and Expenses. Directors shall
receive such fees and expenses as the board of directors shall
from time to time prescribe.
ARTICLE IV
Meetings of Directors
Section l. Regular Meetings. Regular meetings of
the board of directors shall be held at the principal office of
the corporation, or at such other place (within or without the
State of Delaware), and at such time, as may from time to time be
prescribed by the board of directors or stockholders. A regular
annual meeting of the board of directors for the election of
officers and the transaction of other business shall be held on the
same day as the annual meeting of the stockholders or on such other
day and at such time and place as the board of directors shall determine.
No notice need be given of any regular meeting.
Section 2. Special Meetings. Special meetings of
the board of directors may be held at such place (within or
without the State of Delaware) and at such time as may from time
to time be determined by the board of directors or as may be
specified in the call and notice of any meeting. Any such meeting
shall be held at the call of the chairman of the board, the
president, a vice president, the secretary, or two or more
directors. Notice of a special meeting of directors shall be
mailed to each director at least three days prior to the meeting
date, provided that in lieu thereof, notice may be given to each
director personally or by telephone, or dispatched by telegraph,
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at least one day prior to the meeting date.
Section 3. Waiver of Notice. In lieu of notice of
meeting, 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. Any director
present in person at a meeting of the board of directors shall be
deemed to have waived notice of the time and place of meeting.
Section 4. Action Without Meeting. Unless otherwise
restricted by the certificate of incorporation, any action
required or permitted to be taken at any meeting of the board of
directors or of any committee thereof may be taken without a
meeting if all members of the board of directors or of such
committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of the proceedings
of the board of directors or of such committee.
Section 5. Quorum. At all meetings of the board,
one-third of the total number of directors shall constitute a
quorum for the transaction of business. The act of a majority of
the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by law.
If at any meeting there is less than a quorum present, a
majority of those present (or if only one be present, then that
one), may adjourn the meeting from time to time without further
notice other than announced at the meeting until a quorum is
present. At such adjourned meeting at which a quorum is present,
any business may be transacted which might have been transacted at
the meeting as originally scheduled.
Section 6. Business Transacted. Unless otherwise
indicated in the notice of meeting or required by law, the
certificate of incorporation or bylaws of the corporation, any and
all business may be transacted at any directors' meeting.
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ARTICLE V
Powers of the Board of Directors
The management of all the property and business of the
corporation and the regulation and government of its affairs shall
be vested in the board of directors. In addition to the powers
and authorities by these bylaws and the certificate of
incorporation expressly conferred on them, the board of directors
may exercise all such powers of the corporation and do all such
lawful acts and things as are not by law, or by the certificate of
incorporation or by these bylaws directed or required to be
exercised or done by the stockholders.
ARTICLE VI
Committees
Section l. Executive Committee. The board of
directors may, by resolution passed by a majority of the whole
board, designate an executive committee, to consist of five or
more members. The chief executive officer plus three other
members of the executive committee shall constitute a quorum.
The executive committee shall have and may exercise all
the powers and authority of the board of directors in the management
of the business and affairs of the corporation, with the exception
of such powers and authority as may be specifically reserved to the
board of directors by law or by resolution adopted by the board of
directors.
Section 2. Audit Committee. The board of directors
may, by resolution passed by a majority of the whole board,
designate an audit committee, to consist of two or more members,
none of the members of which shall be employees or officers of the
corporation. A majority of the members of the audit committee
shall constitute a quorum.
The audit committee shall from time to time review and
approve the selection of independent auditors, the fees to be paid
such auditors, the adequacy of the audit and accounting procedures
of the corporation, and such other matters as may be specifically
delegated to the committee by the board of directors. In this
connection the audit committee shall report periodically to the
board of directors and, at its request, meet with representatives
of the independent auditors and with the financial officers of the
corporation separately or jointly.
Section 3. Compensation/Nominating Committee. The
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board of directors may, by resolution passed by a majority of the
whole board, designate a compensation/nominating committee, to
consist of each member of the board of directors, except that no
member of the compensation/nominating committee may be an employee
or officer of the corporation. A majority of the members of the
compensation/nominating committee shall constitute a quorum.
The compensation/nominating committee shall from time to
time review and approve the management remuneration policies of
the corporation including but not limited to salary rates and
fringe benefits of elected officers, other remuneration plans such
as incentive compensation, deferred compensation and stock option
plans, directors' compensation and benefits and such other matters
as may be specifically delegated to the committee by the board of
directors.
In addition, the compensation/nominating committee shall
make recommendations to the board of directors (i) concerning
suitable candidates for election to the board, (ii) with respect
to assignments to board committees, and (iii) with respect to
promotions, changes and succession among the senior management of
the corporation, and shall perform such other duties as may be
specifically delegated to the committee by the board of directors.
Section 4. Diversity Committee. The board of
directors may, by resolution passed by a majority of the whole
board, designate a diversity committee, to consist of three or
more members. Two or more members of the committee shall
constitute a quorum.
The diversity committee shall from time to time review
the efforts of the Corporation to achieve and maintain a diverse
workforce. The diversity committee shall perform such other
duties as may be specifically delegated to the committee by the
board of directors. In furtherance of its duties, the diversity
committee shall consult with the chief executive officer of the
corporation and such other officers as it deems necessary and
appropriate.
Section 5. Committee Procedure, Seal.
(a) The executive, compensation/nominating, audit and
diversity committees shall keep regular minutes of their meetings,
which shall be reported to the board of directors, and shall fix
their own rules of procedures.
(b) The executive, compensation/nominating, audit and
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diversity committees may each authorize the seal of the corpora
tion to be affixed to all papers which may require it.
(c) In the absence or disqualification of a member of
any committee, the members of that committee present at any
meeting and not disqualified from voting, whether or not consti
tuting a quorum, may unanimously appoint another member of the
board of directors to act at the meeting in the place of such
absent or disqualified member.
Section 6. Special Committees. The board of
directors may, from time to time, by resolution passed by a
majority of the whole board, designate one or more special
committees. Each such committee shall have such duties and may
exercise such powers as are granted to it in the resolution
designating the members thereof. Each such committee shall fix
its own rules of procedure.
ARTICLE VII
Indemnification
Section l. Nature of Indemnity. 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,
suit or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that he is or was or has
agreed to become a director or officer of the corporation, or is
or was serving or has agreed to serve at the request of the
corporation as a director or officer, of another corporation,
partnership, joint venture, trust or other enterprise, or by
reason of any action alleged to have been taken or omitted in such
capacity, and may indemnify any person who was or is a party or is
threatened to be made a party to such an action by reason of the
fact that he is or was or has agreed to become an employee or
agent of the corporation, or is or was serving or has agreed to
serve at the request of the corporation as an 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 by him or on his behalf in connection with
such action, suit or proceeding and any appeal therefrom, if he
acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation, and,
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with respect to any criminal action or proceeding had no
reasonable cause to believe his conduct was unlawful; except that
in the case of an action or suit by or in the right of the
corporation to procure a judgment in its favor (l) such indemnif
ication shall be limited to expenses (including attorneys' fees)
actually and reasonably incurred by such person in the defense or
settlement of such action or suit, and (2) no indemnification
shall be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought
shall determine 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 indemnity for such
expenses which the Delaware Court of Chancery or such other court
shall deem proper.
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, with respect to any
criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.
Section 2. Successful Defense. To the extent that a
director, officer, employee or agent of the corporation has been
successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in Section l hereof or in defense
of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
Section 3. Determination That Indemnification Is Proper.
(a) Any indemnification of a director or officer of the
corporation under Section l hereof (unless ordered by a court)
shall be made by the corporation unless a determination is made
that indemnification of the director or officer is not proper in
the circumstances because he has not met the applicable standard
of conduct set forth in Section l hereof. Such determination
shall be made, with respect to a director or officer, (1) by a
majority vote of the directors who are not parties to such action,
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suit or proceeding, even though less than a quorum, or (2) by a
committee of such directors designated by a majority vote of such
directors, even though less than a quorum, or (3) if there are no
such directors, or if such directors so direct, by independent legal
counsel in a written opinion, or (4) by the stockholders.
(b) Any indemnification of an employee or agent of the
corporation (who is not also a director or officer of the
corporation) under Section l hereof (unless ordered by a court)
may be made by the corporation upon a determination that
indemnification of the employee or agent is proper in the
circumstances because such person has met the applicable standard
of conduct set forth in Section l hereof. Such determination, in
the case of an employee or agent, may be made (1) in accordance
with the procedures outlined in the second sentence of Section
3(a), or (2) by an officer of the corporation, upon delegation of
such authority by a majority of the Board of Directors.
Section 4. Advance Payment of Expenses. Expenses
(including attorneys' fees) incurred by a director or officer in
defending any civil, criminal, administrative or investigative
action, suit or proceeding shall be paid by the corporation in
advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the
corporation as authorized in this Article. Such expenses
(including attorneys' fees) incurred by other employees and agents
may be so paid upon such terms and conditions, if any, as the
corporation deems appropriate. The board of directors may
authorize the corporation's counsel to represent a director,
officer, employee or agent in any action, suit or proceeding,
whether or not the corporation is a party to such action, suit or
proceeding.
Section 5. Procedure for Indemnification of Direc
tors or Officers. Any indemnification of a director or officer of
the corporation under Sections l and 2, or advance of costs,
charges and expenses of a director or officer under Section 4 of
this Article, shall be made promptly, and in any event within 60
days, upon the written request of the director or officer. If the
corporation fails to respond within 60 days, then the request for
indemnification shall be
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deemed to be approved. The right to indemnification or advances
as granted by this Article shall be enforceable by the director or
officer in any court of competent jurisdiction if the corporation
denies such request, in whole or in part. Such person's costs and
expenses incurred in connection with successfully establishing his
right to indemnification, in whole or in part, in any such action
shall also be indemnified by the corporation. It shall be a
defense to any such action (other than an action brought to
enforce a claim for the advance of costs, charges and expenses
under Section 4 of this Article where the required undertaking, if
any, has been received by the corporation) that the claimant has
not met the standard of conduct set forth in Section l of this
Article, but the burden of proving such defense shall be on the
corporation. Neither the failure of the corporation (including
its board of directors or a committee thereof, its independent
legal counsel, and its stockholders) to have made a determination
prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he has met the
applicable standard of conduct set forth in Section l of this
Article, nor the fact that there has been an actual determination
by the corporation (including its board of directors or a
committee thereof, its independent legal counsel, and its
stockholders) that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create a
presumption that the claimant has not met the applicable standard
of conduct.
Section 6. Survival; Preservation of Other Rights.
The foregoing indemnification provisions shall be deemed to be a
contract between the corporation and each director, officer,
employee and agent who serves in such capacity at any time while
these provisions as well as the relevant provisions of the
Delaware Corporation Law are in effect and any repeal or
modification thereof shall not affect any right or obligation then
existing with respect to any state of facts then or previously
existing or any action, suit, or proceeding previously or
thereafter brought or threatened based in whole or in part upon
any such state of facts. Such a "contract right" may not be modified
retroactively without the consent of such director, officer,
employee or agent.
The indemnification provided by this Article VII shall
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not be deemed exclusive of any other rights to which those
indemnified may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to
action in his official capacity and as to action in another
capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent
and shall inure to the benefit of the heirs, executors and
administrators of such a person.
Section 7. Insurance. The corporation shall
purchase and maintain insurance on behalf of any person who is or
was or has agreed to become a director or officer of the corpo
ration, or is or was serving at the request of the corporation as
a director or officer of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted
against him and incurred by him or on his behalf in any such
capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such
liability under the provisions of this Article, provided that such
insurance is available on acceptable terms, which determination
shall be made by a vote of a majority of the entire board of
directors.
Section 8. Savings Clause. If this Article or any
portion hereof shall be invalidated on any ground by any court of
competent jurisdiction, then the corporation shall nevertheless
indemnify each director or officer and may indemnify each employee
or agent of the corporation as to costs, charges and expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement with respect to any action, suit or proceeding, whether
civil, criminal, administrative or investigative, including an
action by or in the right of the corporation, to the full extent
permitted by any applicable portion of this Article that shall not
have been invalidated and to the full extent permitted by applicable law.
ARTICLE VIII
Officers
Section l. General. The officers of the corporation
shall be the chairman of the board, a vice-chairman, president,
chief operating officer, one or more vice presidents (including
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executive vice presidents and senior vice presidents), a
secretary, a controller, a treasurer, and such other subordinate
officers as may from time to time be designated and elected by the
board of directors.
Section 2. Other Offices. The chairman of the board
shall be chosen by the board of directors from among their own
number. The other officers of the corporation may or may not be
directors.
Section 3. Term. Officers of the corporation shall
be elected by the board of directors and shall hold their respec
tive offices during the pleasure of the board and any officer may
be removed at any time, with or without cause, by a vote of the
majority of the directors. Each officer shall hold office from
the time of his appointment and qualification until the next
annual election of officers or until his earlier resignation or
removal except that upon election thereof a shorter term may be
designated by the board of directors. Any officer may resign at
any time upon written notice to the corporation.
Section 4. Compensation. The compensation of
officers of the corporation shall be fixed, from time to time, by
the board of directors.
Section 5. Vacancy. In case any office becomes
vacant by death, resignation, retirement, disqualification,
removal from office, or any other cause, the board of directors
may abolish the office (except that of president, secretary and
treasurer), elect an officer to fill such vacancy or allow the
office to remain vacant for such time as the board of directors
deems appropriate.
ARTICLE IX
Duties of Officers
Section l. Chairman of the Board, Vice-Chairman,
President, Chief Operating Officer. The chairman of the board
shall be the chief executive officer of the corporation. He shall
have general supervisory powers over all other officers, employees
and agents of the corporation for the proper performance of their
duties and shall otherwise have the general powers and duties of
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supervision and management usually vested in the chief executive
officer of a corporation. The vice-chairman and chief operating
officer shall perform such duties as shall be assigned to each by
the board of directors or the chairman of the board. The
president shall have the general powers and duties of supervision
and management of the corporation as the chairman shall assign.
The chairman of the board shall preside at and act as chairman of
all meetings of the board of directors. The president shall
preside at any meeting of the board of directors in the event of
the absence of the chairman of the board. The offices of (a)
chairman of the board and president or (b) president and chief
operating officer may be filled by the same individual.
Section 2. Vice Presidents. Each vice president
(including executive vice presidents and senior vice presidents)
shall perform such duties as shall be assigned to him by the board
of directors, the chairman of the board or the president.
Section 3. Secretary. The secretary shall record
all proceedings of the meetings of the corporation, its stock
holders and the board of directors and shall perform such other
duties as shall be assigned to him by the board of directors, the
chairman of the board, or the president. Any part or all of the
duties of the secretary may be delegated to one or more assistant
secretaries.
Section 4. Controller. The controller shall
perform such duties as shall be assigned to him by the chairman of
the board, the president or such vice president as may be
responsible for financial matters. Any or all of the duties of
the controller may be delegated to one or more assistant controllers.
Section 5. Treasurer. The treasurer shall, under
the direction of the chairman of the board, the president or such
vice president as may be responsible for financial matters, have
the custody of the funds and securities of the corporation,
subject to such regulations as may be imposed by the board of
directors. He shall deposit, or have deposited, all monies 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 or as may be designated by the appropriate officers
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pursuant to a resolution of the board of directors. He shall
disburse, or have disbursed, the funds of the corporation as may
be ordered by the board of directors or properly authorized
officers, taking proper vouchers therefor. If required by the
board of directors he shall give the corporation bond in such sum
and in such form and with such security as may be satisfactory to
the board of directors, for the faithful performance of the duties
of his office. He shall perform such other duties as shall be
assigned to him by the board of directors, the chairman of the
board, the president or such vice president as may be responsible
for financial matters. Any or all of the duties of the treasurer
may be delegated to one or more assistant treasurers.
Section 6. Other Officers' Duties. Each other
officer shall perform such duties and have such responsibilities
as may be delegated to him by the superior officer to whom he is
made responsible by designation of the chairman of the board or
the president.
Section 7. Absence or Disability. The board of
directors or the chairman of the board may delegate the powers and
duties of any absent or disabled officer to any other officer or
to any director for the time being. In the event of the absence
or temporary disability of the chairman of the board, the
president shall assume his powers and duties while he is absent or
so disabled.
ARTICLE X
Stock
Section l. Certificates. Certificates of stock of
the corporation shall be signed by, or in the name of the corpo
ration by, the chairman of the board, the president or a vice
president, and by the treasurer or an assistant treasurer, or the
secretary or an assistant secretary of the corporation. If such
certificate is countersigned, (l) by a transfer agent other than
the corporation or its employee, or (2) by a registrar other than
the corporation or its employee, then any other signature on the
certificate may be a facsimile. In case any officer, transfer
agent, or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such
officer, transfer agent, or registrar before such certificate is
issued, it may be issued by the corporation with the same effect
as if he were such officer, transfer agent, or registrar at the
date of issue.
Section 2. Transfers. Shares of stock shall be
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transferable on the books of the corporation by the holder of
record thereof in person or by his attorney upon surrender of such
certificate with an assignment endorsed thereon or attached
thereto duly executed and with such proof of authenticity of
signatures as the corporation may reasonably require. The board
of directors may from time to time appoint such transfer agents or
registrars as it may deem advisable and may define their powers
and duties. Any such transfer agent or registrar need not be an
employee of the corporation.
Section 3. Record Holder. The corporation may treat
the holder of record of any shares of stock as the complete owner
thereof entitled to receive dividends and vote such shares, and
accordingly shall not be bound to recognize any interest in such
shares on the part of any other person, whether or not it shall
have notice thereof.
Section 4. Lost and Damaged Certificates. The
corporation may issue a new certificate of stock to replace a
certificate alleged to have been lost, stolen, destroyed or
mutilated upon such terms and conditions as the board of directors
may from time to time prescribe.
Section 5. Fixing Record Date. In order that the
corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend
or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful action,
the board of directors may fix, in advance, a record date, which
shall not be more than sixty nor less than ten days before the
date of such meeting, nor more than sixty days prior to any other
action.
ARTICLE XI
Miscellaneous
Section l. Fiscal Year. The fiscal year of the
corporation shall begin upon the first day of January and termi-
nate upon the 3lst day of December, in each year.
Section 2. Stockholder Inspection of Books and Records.
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The board of directors from time to time shall determine
whether and to what extent and at what times and places and under
what conditions and regulations the accounts and books of the
corporation, or any of them, shall be open to the inspection of a
stockholder and no stockholder shall have any right to inspect any
account, book or document of the corporation except as conferred
by statute or authorized by resolution of the board of directors.
Section 3. Seal. The corporate seal shall be
circular in form and have inscribed thereon the name of the
corporation and the words "Corporate Seal, Delaware."
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ARTICLE XII
Amendments to Bylaws
Subject to the provisions of any resolution of the board
of directors creating any series of Preferred Stock, the board of
directors shall have power from time to time to make, alter or
repeal bylaws, but any bylaws made by the board of directors may
be altered, amended or repealed by the stockholders at any annual
meeting of stockholders, or at any special meeting provided that
notice of such proposed alteration, amendment or repeal is
included in the notice of such special meeting.
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