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BY-LAWS
OF
AMERICAN HOME PRODUCTS CORPORATION
AS AMENDED THROUGH MARCH 5, 1998
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CONTENTS
STOCKHOLDERS MEETINGS
1. Annual Meeting 1
2. Special Meetings 1
3. Notice 1
4. Place 2
5. Quorum 2
6. Voting; Proxies 2
BOARD OF DIRECTORS
7. Powers; Number; Election; Term; Vacancies 3
8. Regular Meetings 5
9. Special Meetings 5
10. Quorum; Voting 5
11. Compensation 5
12. Residual Powers of Board 6
EXECUTIVE COMMITTEE
13. Appointment 6
14. Duties and Powers 6
15. Meetings 7
16. Quorum; Voting 7
17. Minutes 7
FINANCE COMMITTEE
18. Appointment 7
19. Duties and Powers 8
20. Meetings 8
21. Quorum; Voting 8
22. Minutes 8
AUDIT COMMITTEE
23. Appointment 8
24. Duties and Powers 9
25. Meetings 9
26. Quorum; Voting 9
27. Minutes 9
OTHER COMMITTEES
28. Appointment 10
29. Organization and Operation 10
OFFICERS
30. Principal Officers 10
31. Other Officers 11
32. Salaries 11
33. Term of Office; Removal 11
34. Vacancies 11
35. Chairman 11
36. Vice Chairman 12
37. President 12
38. Executive Vice Presidents 12
39. Senior Vice Presidents 13
40. Vice Presidents 13
41. Principal Financial Officer 13
42. Secretary 14
43. Treasurer 14
44. Comptroller 15
45. Delegation of Officer's Duties by Board 15
46. Delegation of Officer's Duties by Officer 15
47. Indemnification of Directors,
Officers and Employees 15
AUTHORITY TO ACT AND SIGN
48. Instrument Execution 18
49. Bank Accounts 18
50. Voting of Stock in Other Corporations 19
51. Sale and Transfer of Securities 19
STOCK
52. Certificates 19
53. Transfer 20
54. Transfer Agent and Registrar 20
55. Record Date 20
56. Registered Stockholders 21
57. Lost Certificates 21
MISCELLANEOUS
58. Notices 21
59. Fiscal Year 22
60. Offices 22
61. Seal 22
62. Amendments 22
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.
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 eighteen
(18) 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 or the Chairman 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.
FINANCE COMMITTEE
18. Appointment. The Board may appoint three or more directors, officers or
employees of the corporation or its subsidiaries to constitute a Finance
Committee which shall serve at the pleasure of the Board. Vacancies in the
membership of the Finance Committee shall be filled by the Board.
19. Duties and Powers. The Finance Committee shall supervise the financial
affairs, budgets and procedures of the corporation and its subsidiaries and
shall fix the salaries of officers and employees of the corporation and its
subsidiaries, except such thereof as may be fixed by the Board or any other
committee appointed by it for such purpose.
20. Meetings. The Finance 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.
21. Quorum; Voting. A majority of the Finance 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.
22. Minutes. The Finance Committee shall keep regular minutes of its
proceedings and make copies thereof available to the Board at its meetings.
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. He shall be ex-officio a member of
all standing committees appointed by the Board, shall be the chief executive
officer of the corporation, shall have all powers and perform all duties
incident to such chief executive office and, subject to the direction of the
Board, shall have general and active supervision of the property and business
of the corporation. He shall be the officer through whom the Board delegates
authority to corporate management and he shall 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. He shall be responsible to
see that all orders and resolutions of the Board are carried into effect by
the proper officers.
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. He shall perform such other duties and exercise
such other powers as the Board, the Chairman or the Vice Chairman 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 Chairman, the Vice Chairman 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 Chairman, the Vice Chairman 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 Chairman, the Vice Chairman 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 Chairman, the Vice Chairman 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
Chairman, the Vice Chairman 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 Chairman, the Vice Chairman 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.
INDEMNIFICATION OF
DIRECTORS, OFFICERS AND EMPLOYEES
47. 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.