BY-LAWS
of
AMERICAN HOME PRODUCTS CORPORATION
* * * * * * * * * * * * * * * * * * * * *
STOCKHOLDERS MEETINGS
1. Annual Meeting. An annual meeting of stockholders for election of directors
and transaction of other business properly before the meeting shall be held
on the fourth Wednesday of April in each year, or on such other date and at
such time as the Board of Directors may designate.
Any business properly brought before an annual meeting of stockholders may
be transacted at such meeting. To be properly brought before an annual
meeting, business must be (i) specified in the written notice of the
meeting (or any supplement thereto) given by or at the direction of the
Board of Directors, (ii) otherwise brought before the meeting by or at the
direction of the Board of Directors, or (iii) otherwise properly brought
before the meeting by a stockholder. For matters to be properly brought
before an annual meeting by a stockholder (other than nominations for the
election of directors), the stockholder must give written notice of the
proposed matter, either by personal delivery or by United States mail,
postage prepaid, to the Secretary of the corporation, not later than ninety
days prior to the anniversary date of the immediately preceding annual
meeting or not later than ten days after notice or public disclosure of the
date of the annual meeting shall be given or made to stockholders,
whichever date shall be earlier. Any such notice shall set forth as to each
item of business the stockholder shall propose to bring before the meeting
(i) the name and address of the stockholder proposing such item of
business, (ii) a description of such item of business and the reasons for
conducting it at such meeting and, in the event that such item of business
shall include a proposal to amend either the Certificate of Incorporation
or these by-laws, the text of the proposed amendment, (iii) a
representation that the stockholder is a holder of record of stock of the
corporation entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to propose such item of business and (iv)
any material interest of the stockholder in such item of business. Only
matters which shall have been properly brought before an annual meeting of
stockholders in accordance with these by-laws shall be conducted at such
meeting, and the presiding officer may refuse to permit any matters to be
brought before such meeting which shall not have been properly brought
before it in accordance with the foregoing procedure.
2. Special Meetings. Except as provided in paragraph VII (g) (v) of Article
FOURTH of the Certificate of Incorporation respecting rights of holders of
Preferred Stock to call meetings of such holders in certain dividend
default situations, special meetings of stockholders, unless otherwise
provided by law, may be called by the Chairman or Vice Chairman of the
Board of Directors or the President or by the Secretary on the written
request of a majority of all the directors, such request to state the
purpose of the proposed meeting, which meeting shall thereupon be called by
the Secretary. Business at special meetings shall be confined to the
matters stated in the notice.
3. Notice. Written notice of each meeting of stockholders shall be mailed, not
less than ten days prior to the meeting, to each stockholder entitled to
vote at such address as appears on the stock books of the corporation. The
notice shall specify the time and place of the meeting and, as to special
meetings, the matter or matters to be acted upon at such meeting.
4. Place. Meetings of stockholders shall be held at the office of the
corporation in Wilmington, Delaware, or at such other place, within or
without the State of Delaware, as the Board of Directors may designate.
5. Quorum. Except as provided in paragraph VII (g) (v) of Article FOURTH of
the Certificate of Incorporation respecting meetings of stockholders during
certain dividend default situations, at which meetings holders of Preferred
Stock have special voting rights, the holders of a majority of the
outstanding stock having voting power, present in person or by proxy, shall
constitute a quorum at all meetings of stockholders for the transaction of
business unless otherwise provided by law. Except as provided in such
paragraph VII (g) (v) of Article FOURTH of the Certificate of
Incorporation, if a quorum shall not be present at any meeting of
stockholders, the stockholders entitled to vote, present in person or by
proxy, may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present; and at such
adjourned meeting at which a quorum shall be present any business may be
transacted which might have been transacted at the meeting originally
called.
6. Voting; Proxies. At each meeting of stockholders every stockholder entitled
to vote may vote in person or by proxy appointed by an instrument in
writing subscribed by such stockholder or his duly appointed
attorney-in-fact or in any other manner prescribed by the General
Corporation Law of the State of Delaware. Except as provided in paragraphs
VII (g) (i) and VII (g) (v) of Article FOURTH of the Certificate of
Incorporation respecting holders of Preferred Stock voting in certain
situations, each holder of Common Stock shall have one vote and each holder
of Preferred Stock shall have thirty-six (36) votes on each matter
submitted to a vote at a meeting of stockholders for each share of,
respectively, Common and Preferred Stock having voting power, registered in
his name on the stock books of the corporation. The vote for directors and,
upon the demand of any stockholder, the vote upon any other matter before
the meeting, shall be by ballot. Elections shall be decided by a plurality
of the votes cast and other matters shall be decided by a majority of the
votes cast on such matters.
BOARD OF DIRECTORS
7. Powers; Number; Election; Term; Vacancies. The property and business of the
corporation shall be managed by its Board of Directors, which shall be not
less than eight nor more than fifteen in number as determined from time to
time by the Board, except as provided in paragraph VII (g) (ii) of Article
FOURTH of the Certificate of Incorporation respecting additional directors
in certain dividend default situations. Directors shall be elected at the
annual meeting of stockholders and each director shall continue in office
until his successor shall be elected or until his earlier removal or
resignation. Except as provided in paragraph VII (g) (ii) of Article FOURTH
of the Certificate of Incorporation respecting additional directors in
certain dividend default situations, nominations for the election of
directors may be made by the Board of Directors or a committee appointed by
the Board of Directors or by any stockholder entitled to vote in the
election of directors generally. However, any stockholder entitled to vote
in the election of directors generally may nominate one or more persons for
election as directors only if written notice of such stockholder's intent
to make such nomination or nominations has been given, either by personal
delivery or by United States mail, postage prepaid, to the Secretary of the
corporation not later than (i) with respect to an election to be held at an
annual meeting of stockholders, ninety days prior to the anniversary date
of the immediately preceding annual meeting, and (ii) with respect to an
election to be held at a special meeting of stockholders for the election
of directors, the close of business on the tenth day following the date on
which notice of such meeting is first given to stockholders. Each such
notice shall set forth: (a) the name and address of the stockholder who
intends to make the nomination and of the person or persons to be
nominated; (b) a representation that the stockholder is a holder of record
of stock of the corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice; (c) a description of all arrangements or
understandings between the stockholder and each nominee and any other
person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder; (d) such other
information regarding each nominee proposed by such stockholder as would be
required to be included in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange Commission; and (e) the consent of
each nominee to serve as a director of the corporation if so elected. The
presiding officer of the meeting may refuse to acknowledge the nomination
of any person not made in compliance with the foregoing procedure.
Except as provided in Paragraph VII (g) (v) of Article FOURTH of the
Certificate of Incorporation respecting the additional directors in certain
dividend default situations, vacancies in the membership of the Board,
whether or not caused by an increase in the number of directors, will be
filled solely by the affirmative vote of a majority of the remaining
directors then in office, even though less than a quorum of the Board of
Directors. Any director elected in accordance with the preceding sentence
shall hold office only until the next succeeding annual meeting of
stockholders.
8. Regular Meetings. Regular meetings of the Board may be held without notice
at such time and place as the Board shall from time to time determine.
9. Special Meetings. Special Meetings of the Board may be called by direction
of the Chairman, the Vice Chairman, the President or two directors on two
days notice to each director specifying the time and place of meeting.
10. Quorum; Voting. At all meetings of the Board a majority of all the
directors then in office, or if the number of directors is then an even
number, one-half such number shall constitute a quorum for the transaction
of business and 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 unless
otherwise provided by law, the Certificate of Incorporation or these
by-laws.
11. Compensation. Directors shall be paid such fees for their services as
directors and for attending meetings of the Board and committees appointed
thereby as shall be determined from time to time by the Board. The Board
may also provide for compensation to a director for expenses he may incur
in attending such meetings. Nothing herein shall be construed to preclude
any director from serving the corporation in any other capacity and
receiving compensation therefor.
12. Residual Powers of Board. In addition to the powers conferred by these
by-laws upon the Board, the Board may exercise all such powers of the
corporation and do all such lawful acts and things as are not by law, the
Certificate of Incorporation or these by-laws directed or required to be
exercised or done by the stockholders. Nothing contained in these by-laws
shall restrict the Board or any committee thereof from taking any action in
any manner permitted by law, including unanimous written consent and
conference communication by means of telephone or similar communications
equipment by which all persons participating in the meeting can hear each
other, and participation in a meeting pursuant to this by-law shall
constitute presence in person at such meeting.
EXECUTIVE COMMITTEE
13. Appointment. The Board may by vote of a majority of all the directors
appoint three or more members to constitute an Executive Committee which
shall serve at the pleasure of the Board. Vacancies in the membership of
the Executive Committee shall be filled by the Board by vote of a majority
of all the directors.
14. Duties and Powers. During the intervals between meetings of the Board, the
Executive Committee shall perform all the duties and exercise all the
powers of the Board in the management of the property and business of the
corporation except such duties and powers as are by law, the Certificate of
Incorporation or these by-laws directed or required to be performed or
exercised specifically by the Board as such or by any proportion thereof.
The Chairman of the Executive Committee shall assist the Chairman of the
Board, shall perform such of the duties and exercise such of the powers of
the Chairman as the latter may delegate to him and shall, in the absence or
disability of the President, perform the duties and exercise the powers of
the President. He shall perform such other duties and exercise such other
powers as the Board shall from time to time prescribe.
15. Meetings. The Executive Committee may meet at stated times without notice,
or on two days notice to all by one of its members.
16. Quorum; Voting. A majority of the Executive Committee shall constitute a
quorum for the transaction of business and the act of a majority of those
present at any meeting at which there is a quorum shall be the act of the
Committee.
17. Minutes. The Executive Committee shall keep regular minutes of its
proceedings and report its actions to the Board when it so requests.
18-22 REMOVED AND RESERVED
AUDIT COMMITTEE
23. Appointment. The Board shall appoint three or more directors of the
corporation, none of whom is presently employed by the corporation or any
of its subsidiaries, to constitute an Audit Committee, which shall serve at
the pleasure of the Board. Vacancies in the membership of the Audit
Committee shall be filled by the Board.
24. Duties and Powers. The Audit Committee shall recommend a firm of
independent public accountants to be engaged as the principal auditor for
each year's annual audit on behalf of the corporation subject to the
approval of the Board of Directors and ratification by the stockholders.
The Audit Committee shall discuss with the auditors the scope and results
of the audit and shall report to the Board of Directors thereon. The Audit
Committee shall undertake such other financial reviews as the Board deems
appropriate.
25. Meetings. The Audit Committee may meet at stated times without notice, or
on notice to all by the Chairman or Vice Chairman of the Board, the
President, an Executive Vice President or a Senior Vice President, or by
one of the members of the Audit Committee.
26. Quorum; Voting. A majority of the Audit Committee shall constitute a quorum
for the transaction of business and the act of a majority of those present
at any meeting at which there is a quorum shall be the act of the
Committee.
27. Minutes. The Audit Committee shall keep regular minutes of its proceedings
and make copies thereof available to the Board at its meetings.
OTHER COMMITTEES
28. Appointment. The Board may from time to time appoint further standing or
special committees of directors, officers or employees of the corporation
or its subsidiaries to serve at the pleasure of the Board and confer upon
such committees such powers and duties as the Board may deem expedient
within the limits permitted by law.
29. Organization and Operation. Unless otherwise provided in the resolutions
appointing any such committee and determining its powers and duties, the
committee may establish procedures for calling and conducting meetings,
provided that no less than a majority of its members shall constitute a
quorum for the transaction of business and the act of no less than a
majority of those present at a meeting at which there is a quorum shall be
the act of the committee, and the committee shall keep regular minutes of
its proceedings and report its actions to the Board when it so requests.
OFFICERS
30. Principal Officers. The principal officers shall be chosen annually by the
Board and shall be a Chairman of the Board of Directors, a President, one
or more Vice Presidents, a Secretary, a Treasurer and a Comptroller and, in
the discretion of the Board, a Vice Chairman of the Board of Directors, one
or more Executive Vice Presidents and one or more Senior Vice Presidents.
The Chairman or Vice Chairman and President may be the same person; the
Secretary and Treasurer may be the same person and Executive Vice
President, Senior Vice President or Vice President may hold at the same
time the office of Secretary, Treasurer or Comptroller. The Chairman and
Vice Chairman, if any, and the President shall be chosen from the members
of the Board; the other principal officers need not be directors.
31. Other Officers. The Board may choose such other officers and agents as it
shall deem necessary, who shall hold their offices for such terms and shall
perform such duties and exercise such powers as are delegated to them
pursuant to these by-laws or as the Board shall from time to time
prescribe.
32. Salaries. The salaries of all principal officers shall be fixed by the
Board.
33. Term of Office; Removal. Each officer shall hold office until his successor
is chosen or until his earlier removal or resignation. The Board may remove
any officer or agent provided that removal of a principal officer be by
vote of a majority of all the directors.
34. Vacancies. Vacancies in any office may be filled by the Board.
35. Chairman. The Chairman of the Board of Directors shall preside at all
meetings of stockholders and of the Board and shall be ex-officio a member
of all standing committees of the Board. In the discretion of the Board, he
may be designated as the chief executive officer of the corporation (the
"Chief Executive Officer"). If the Chairman of the Board of Directors is
designated as the Chief Executive Officer, in such capacity, he shall (i)
have all powers and perform all duties incident to such chief executive
office, (ii) subject to the direction of the Board, have general and active
supervision of the property and business of the corporation, (iii) be the
officer through whom the Board delegates authority to corporate management,
(iv) be the medium of communication to the Board of information as to the
affairs of the corporation and of all matters presented for the Board's
consideration, and (v) be responsible to see that all orders and
resolutions of the Board are carried into effect by the proper officers.
The Chairman of the Board shall perform such other duties and exercise such
other powers as the Board shall from time to time prescribe.
36. Vice Chairman. The Vice Chairman of the Board of Directors shall assist the
Chairman of the Board, shall perform such of the duties and exercise such
of the powers of the Chairman as the latter may delegate to him and shall,
in the absence or disability of the Chairman, perform the duties and
exercise the powers of the Chairman. He shall perform such other duties and
exercise such other powers as the Board or the Chairman shall from time to
time prescribe.
37. President. The President shall assist the Chairman and Vice Chairman of the
Board, shall perform such of the duties and exercise such of the powers of
the Chairman as the latter may delegate to him and shall, in the absence or
disability of the Vice Chairman, perform the duties and exercise the powers
of the Vice Chairman. In addition, in the discretion of the Board, he may
be designated as the Chief Executive Officer. If the President is
designated as the Chief Executive Officer, in such capacity, he shall (i)
have all powers and perform all duties incident to such chief executive
office, (ii) subject to the direction of the Board, have general and active
supervision of the property and business of the corporation, (iii) be the
officer through whom the Board delegates authority to corporate management,
(iv) be the medium of communication to the Board of information as to the
affairs of the corporation and of all matters presented for the Board's
consideration and (v) be responsible to see that all orders and resolutions
of the Board are carried into effect by the proper officers. The President
shall perform such other duties and exercise such other powers as the Board
shall from time to time prescribe.
38. Executive Vice Presidents. Each Executive Vice President shall serve in a
general executive capacity, more particularly as general assistant to the
President. In the absence or disability of the President, and in the event
the Chairman of the Executive Committee is absent or disabled, an Executive
Vice President shall, in the order of seniority in that office, perform the
duties and exercise the powers of the President. Executive Vice Presidents
shall perform such other duties and exercise such other powers as the
Board, the Chief Executive Officer or the President shall from time to time
prescribe.
39. Senior Vice Presidents. Each Senior Vice President shall serve in a general
executive capacity, more particularly as general assistant to the President
or to one or more Executive Vice Presidents. In the absence or disability
of the President, and in the event the Chairman of the Executive Committee
and all Executive Vice Presidents are absent or disabled, a Senior Vice
President shall, in the order of seniority in that office, perform the
duties and exercise the powers of the President. Senior Vice Presidents
shall perform such other duties and exercise such other powers as the
Board, the Chief Executive Officer or the President shall from time to time
prescribe.
40. Vice Presidents. In the absence or disability of the Executive Vice
Presidents and Senior Vice Presidents, a Vice President shall, in the order
of seniority in that office, perform the duties and exercise the powers of
the Executive Vice Presidents and Senior Vice Presidents. Vice Presidents
shall perform such other duties and exercise such other powers as the
Board, the Chief Executive Officer or the President shall from time to time
prescribe.
41. Principal Financial Officer. The Board may designate an Executive Vice
President, a Senior Vice President, a Vice President or the Treasurer as
the Principal Financial Officer of the corporation.
42. Secretary. The Secretary shall attend all meetings of stockholders and of
the Board and shall record the minutes of all proceedings of such meetings
in books to be kept for that purpose, and shall perform like duties for the
standing committees appointed by the Board unless the Board directs
otherwise. He shall have custody of the seal of the corporation and shall
affix it or cause it to be affixed to all instruments requiring it. He
shall give or cause to be given the notice required of all meetings of
stockholders and of the Board. He shall perform such other duties and
exercise such other powers as the Board, the Chief Executive Officer or the
President shall from time to time prescribe.
43. Treasurer. The Treasurer shall have general charge of and responsibility
for the corporate funds and securities. He shall deposit or cause to be
deposited in the name of the corporation all moneys and other valuable
effects of the corporation in such depositories as may be designated in
accordance with these by-laws. He shall disburse the funds of the
corporation as directed by the Board or by any other principal officer,
taking proper vouchers for such disbursements. He shall advise upon all
terms of credit granted by the corporation. He shall render to the Board,
when the Board so requests, an accounting of all his transactions as
Treasurer and of the financial condition of the corporation. He shall
perform such other duties and exercise such other powers as the Board, the
Chief Executive Officer or the President shall from time to time prescribe.
44. Comptroller. The Comptroller shall have general supervision of the
accounting practices of the corporation and its subsidiaries and the
preparation of statements and other reports respecting financial aspects of
the corporation's or its subsidiaries' operations. He shall establish,
through appropriate channels, recording and reporting procedures and
standards pertaining to such matters. He shall be responsible for
collection of all corporation accounts. He shall perform such other duties
and exercise such other powers as the Board, the Chief Executive Officer or
the President shall from time to time prescribe.
45. Delegation of Officer's Duties by Board. In the absence or disability of
any principal officer, or for any other reason that the Board may deem
sufficient, the Board may by vote of a majority of all the directors
delegate any or all of the powers or duties of such officer to any other
officer.
46. Delegation of Officer's Duties by Officer. Any principal officer may
delegate portions of his powers and duties to any assistant officer chosen
by the Board and acting under the principal officer's supervision.
47. Indemnification of Directors, Officers and Employees. Each person (and
heirs and legal representatives of such person) who serves or has served as
a director, officer or employee of the corporation or of any other
corporation or entity when requested by this corporation, and of which this
corporation is or was a stockholder, a creditor or otherwise interested,
shall be indemnified by this corporation against all liability and
reasonable expense, including but not limited to counsel fees and
disbursements and amounts of judgments, fines or penalties, incurred by or
imposed upon him in connection with any claim, action, suit or proceeding,
actual or threatened, whether civil, criminal, administrative or
investigative, and appeals in which he may become involved as a party or
otherwise by reason of acts or omissions in his capacity as and while a
director, officer or employee of this corporation or such other corporation
or entity, provided that such person is wholly successful with respect
thereto and unless the Board in its absolute discretion shall determine
that such person did not meet the standard of conduct required herein.
The term "wholly successful" shall mean termination of any claim, action,
suit or proceeding against such person without any finding of liability or
guilt against him and without any settlement by payment, promise or
undertaking by or for such person or the expiration of a reasonable period
of time after the making of any claim or threat without action, suit or
proceeding having been brought and without any settlement by payment,
promise, or undertaking by or for such person.
The standard of conduct required shall be that such person acted in good
faith for a purpose which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, in addition, in any criminal
action or proceeding, had no reasonable cause to believe that his conduct
was unlawful.
Should indemnification be requested hereunder in respect to any claim,
action, suit or other proceeding where the person seeking indemnification
has not been wholly successful, such indemnification may be made only upon
the prior determination by a resolution of a majority of those members of
the Board who are not involved in the claim, action, suit or other
proceeding, that such person met the standards of conduct required herein,
or, in the discretion of the Board, upon the prior determination by
non-employee legal counsel, in written opinion, that such person has met
such standards, and where a settlement is involved, that the amount thereof
is reasonable.
Indemnification under this by-law shall not include any amount payable by
such person to the corporation or entity in satisfaction of any judgment or
settlement, or any amount payable on account of profits realized by him in
the purchase or sale of securities of the corporation, and shall be reduced
by the amount of any other indemnification or reimbursement of such
liability and expense to such person.
The termination of any claim, action, suit or other proceeding, by
judgment, order, settlement (whether with or without court approval) or
conviction or upon a plea of guilty or of nolo contendere, or its
equivalent, shall not of itself create a presumption that such person did
not meet the standard of conduct required herein.
Expenses incurred which are subject to indemnification hereunder may be
advanced by the corporation prior to final disposition of the claim,
action, suit or other proceeding upon receipt of an undertaking acceptable
to the corporation by or on behalf of the recipient to repay such amount
unless it shall ultimately be determined that he is entitled to
indemnification.
The right of indemnification herein provided shall be in addition to other
rights to which those to be indemnified may otherwise be entitled by
agreement, vote of stockholders, operation of law or otherwise, and shall
be available whether or not the claim asserted against such person is based
upon matters which antedate the adoption of this by-law. If any word,
clause or provision of this by-law or any indemnification made hereunder
shall for any reason be determined to be invalid, the provisions hereof
shall not otherwise be affected thereby but shall remain in full force and
effect.
AUTHORITY TO ACT AND SIGN
48. Instrument Execution. Unless otherwise provided by law or by the Board, all
instruments to be executed on behalf of the corporation, whether or not
requiring the seal of the corporation, may be executed by the Chairman, the
Vice Chairman, the President, any Executive Vice President, any Senior Vice
President or any Vice President and attested by the Secretary or an
Assistant Secretary.
49. Bank Accounts. Unless otherwise provided by the Board, any two of the
following officers: the Chairman, the Vice Chairman, the President, any
Executive Vice President, any Senior Vice President, any Vice President and
the Treasurer, may from time to time (1) open and maintain in the name of
the corporation, and terminate, general and special bank accounts for the
funds of the corporation with such banks, trust companies or other
depositories as they may designate and (2) designate, and revoke the
designation of, the officers or employees of the corporation who may sign,
manually or by facsimile, checks, drafts or orders on such bank accounts.
Any such action, designation or revocation shall be by written instrument,
signed by the officers taking the action or making or revoking the
designation and filed with the bank, trust company or other depository.
50. Voting of Stock in Other Corporations. Unless otherwise directed by the
Board, Chairman, the Vice Chairman, the President, any Executive Vice
President, any Senior Vice President, the Treasurer or the Secretary may,
on behalf of the corporation, attend, act and vote at any meeting of
stockholders of any corporation in which this corporation may hold stock
and at any such meeting shall possess and may exercise all rights of this
corporation incident to ownership of such stock or may give a proxy or
proxies in the name of this corporation to any other person or persons who
may vote such stock and exercise any and all other rights in regard to it
as are here accorded to the officers mentioned.
51. Sale and Transfer of Securities. Unless otherwise directed by the Board,
any two of the following officers: the Chairman, the Vice Chairman, the
President, any Executive Vice President, any Senior Vice President and the
Treasurer may, on behalf of the corporation, transfer, convert, endorse,
sell, assign, set over and deliver, or take action appropriate to the
encumbrance by the corporation of any bonds, shares of stock, warrants or
other securities owned by or standing in the name of the corporation, and
may execute and deliver in the name of the corporation all written
instruments necessary or proper to implement the authority herein
contained.
STOCK
52. Stock Certificates; Uncertificated Shares. The shares of the corporation
shall be represented by certificates, provided that the Board of Directors
of the corporation may provide by resolution or resolutions that some or
all of any or all classes or series of its stock shall be uncertificated
shares. Any such resolution shall not apply to shares represented by a
certificate until such certificate is surrendered to the corporation.
Notwithstanding the adoption of such a resolution by the Board of
Directors, every holder of stock represented by certificates and upon
request every holder of uncertificated shares shall be entitled to have a
certificate signed by, or in the name of the corporation by the Chairman or
Vice Chairman of the Board of Directors, or the President or Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary of such corporation representing the number of
shares registered in certificate form. Any or all of the signatures 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 or she were such officer,
transfer agent or registrar at the date of issue.
53. Transfer. Transfer of stock shall be made on the books of the corporation
only upon surrender of the certificate therefor, endorsed by the person
named in the certificate or accompanied by proper written evidence of
succession, assignment or authority to transfer such stock or upon receipt
of proper transfer instructions from the owner of uncertificated shares.
54. Transfer Agent and Registrar. The Board may appoint one or more Transfer
Agents to record transfers of shares of stock and to keep the stock
certificate books, transfer books and stock ledgers of the corporation. The
Board may also appoint one or more Registrars to register certificates of
stock. The Board may require all certificates of stock to bear the
signatures of either or both a Transfer Agent and a Registrar. Where any
such certificate is manually signed by the Registrar, the signature of any
Transfer Agent may be facsimile engraved or printed.
55. Record Date. The Board may fix in advance a date, not less than ten nor
more than sixty days preceding the date of any meeting of stockholders or
the date for the payment of any dividend or the date for the allotment of
rights or the date when any change, conversion or exchange of stock shall
go into effect or the date in connection with obtaining consent of
stockholders or any class thereof for any purpose, as a record date for the
determination of stockholders entitled to notice of and to vote at any such
meeting or to receive payment of any such dividend or to receive any
allotment of rights or to exercise the rights or to give such consent, as
the case may be, notwithstanding any transfer of any stock on the books of
the corporation after any such record date fixed as aforesaid. The Board
may direct that the stock books of the corporation be closed against
transfers during such period.
56. Registered Stockholders. The corporation shall be entitled to treat the
holder of record of any share of stock as the holder in fact thereof and
accordingly shall not be bound to recognize any equitable or other claim to
or interest in such share on the part of any other person, whether or not
it shall have express or other notice thereof, except as provided by law.
57. Lost Certificates. The Board may direct a new certificate of stock to be
issued in place of any certificate theretofore issued and claimed to have
been lost, stolen or destroyed, provided that any person claiming a
certificate to be lost, stolen or destroyed shall make an affidavit of
ownership and of the facts of such loss, theft or destruction and, if the
Board so requires, shall advertise the same, and provided further that the
Board may require the owner of the certificate claimed to be lost, stolen
or destroyed, or his legal representative, to deliver to the corporation
for itself, its officers Transfer Agents and Registrars, a bond of
indemnity in such amount or unlimited in amount, upon such terms and
secured by such surety as the Board may require.
MISCELLANEOUS
58. Notices. Whenever under the provisions of these by-laws notice is required
to be given to any person other than in his capacity as stockholder, it may
be given by hand delivery, by telegram or by mail. Whenever under the
provisions of these by-laws notice is required to be given to any
stockholder, it may be given by mail, by depositing the same in the post
office or a letter box, in a post-paid, sealed envelope, addressed to such
stockholder at such address as appears on the stock books of the
corporation, and such notice shall be deemed to be given at the time when
the same shall be thus mailed. Any person entitled to notice under any
provision of these by-laws may waive such notice.
59. Fiscal Year. The fiscal year of the corporation shall begin the first day
of January in each year.
60. Offices. The corporation may have an office in New York, New York, and at
such other places as the business of the corporation may require.
61. Seal. The corporate seal shall have inscribed thereon the name of the
corporation and the words "Corporate Seal, Delaware."
62. Amendments. These by-laws may be altered or repealed and new by-laws may be
adopted at any meeting of stockholders by the vote of the holders of a
majority of the outstanding stock having voting power, provided the notice
of such meeting includes the proposed alterations or repeal or the proposed
new by-laws, or a summary thereof, or the Board by vote of a majority of
all the directors.