<Page> 42 Exhibit 3.2
AMR CORPORATION
BYLAWS
(As amended April 24, 2003)
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.
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
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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
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secretary, or in his absence a person designated by the chairman
of the meeting, 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
stockholders 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.
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(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.
(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 not be more than ten (10) days
after the date upon which the resolution fixing the record date is
adopted by the board of directors.
The board of directors shall promptly, but in all events
within ten (10) days after the date on which the written request
for fixing a record date was received by the secretary, adopt a
resolution fixing the record date. If no record date has been
fixed by the board of directors within ten (10) days of the date
on which such a request is received, the record date for
determining stockholders entitled to vote by consent, when no
prior action by the board of directors is required by applicable
law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken was
delivered to the corporation by delivery to its registered office
in the State of
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Delaware, its principal place of business, or any officer or agent
of the corporation having custody of the book in which proceedings
of meetings of stockholders are recorded. Delivery made to the
corporation's registered office shall be by hand or by certified
or registered mail, return receipt requested. If no record date
has been fixed by the board of directors and prior action by the
board of directors is required by applicable law, the record date
for determining stockholders entitled to vote by consent shall be
at the close of business on the date on which the board of
directors adopts the resolution taking such prior action.
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 meeting
is 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
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,
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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
resulting 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
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
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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
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to each director personally or by telephone, or dispatched by
telegraph, 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. Reserved for future use.
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 three or more members.
Each member of the audit committee shall meet the independence
standards set forth in the corporation's governance policies. At
meetings of the audit committee, one-half of the members of such
committee shall constitute a quorum requisite for the transaction
of any business of the audit committee.
The duties and responsibilities of the audit committee
shall be set forth in a charter that has been approved by the
board of directors after review by the nominating/corporate
governance committee. Among the duties and responsibilities of
the audit committee are the following, to select the independent
auditors, to review and approve the fees to be paid to the
independent auditors, to assess the adequacy of the audit and
accounting procedures of the corporation, and such other matters
as may be set forth in the charter, delegated to it by the board
of directors or required by law or
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regulation. The audit committee shall periodically meet with
representatives of the independent auditors and with the internal
auditor of the corporation separately or jointly. In performing
its duties the audit committee may retain such professionals as it
deems necessary and appropriate.
Section 3. Compensation Committee. The board of
directors may, by resolution passed by a majority of the whole
board, designate a compensation committee, to consist of three or
more directors. Each member of the compensation committee shall
meet the independence standards set forth in the corporation's
governance policies. At meetings of the compensation committee,
one-half of the members of such committee shall constitute a
quorum requisite for the transaction of any business of the
compensation committee.
The duties and responsibilities of the compensation
committee shall be set forth in a charter that has been approved
by the board of directors after review by the nominating/corporate
governance committee. Among the duties and responsibilities of
the compensation committee are the following, from time to time to
review and make recommendations to the board of directors with
respect to the management remuneration policies of the corporation
including but not limited to salary rates and fringe benefits of
elected officers and other remuneration plans such as, but not
limited to, incentive compensation, deferred compensation,
supplemental executive retirement plans, executive benefits
termination agreements (as appropriate) and stock plans and such
other matters as may be set forth in the charter, delegated to it
by the board of directors or required by law or regulation. In
performing its duties, the compensation committee may retain such
professionals as it deems necessary and appropriate.
Section 4. Nominating/ Corporate Governance
Committee. The board of directors may, by resolution passed by a
majority of the whole board, designate a nominating/ corporate
governance committee, to consist of three or more directors. Each
member of the nominating/
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corporate governance committee shall meet the independence
standards set forth in the corporation's governance policies. At
meetings of the nominating/corporate governance committee, one-
half of the members of such committee shall constitute a quorum
requisite for the transaction of any business of the nominating/
corporate governance committee.
The duties and responsibilities of the nominating/
corporate governance committee shall be set forth in a charter
that has been approved by the board of directors. Among the
duties and responsibilities of the nominating/ corporate
governance committee are the following, the periodic review of the
governance policies of the board of directors, the consideration
of candidates for election to the board of directors, the
consideration of candidates for election as officers of the and
such other matters as may be set forth in the charter, delegated
to it by the board of directors or required by law or regulation.
In performing its duties, the nominating/ corporate governance
committee may retain such professionals as it deems necessary and
appropriate.
Section 5. Committee Procedure, Seal.
(a) The audit, compensation and nominating/ corporate
governance committees shall keep regular minutes of their meet
ings, which shall be reported to the board of directors, and shall
fix their own rules of procedures.
(b) The audit, compensation and nominating/ corporate
governance 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(s) of the
board of directors to act at the meeting in the place of such
absent or disqualified member.
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(d) Each committee may act in lieu of a meeting by
means of a unanimous written consent executed by all of the
members of the committee.
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,
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
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favor (l) such indemnification 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 1 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
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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, 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,
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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 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.
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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 Acontract right@ may not be
modified retroactively without the consent of such director,
officer, employee or agent.
The indemnification provided by this Article VII shall
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.
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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, a chief
executive officer, a president, a chief operating officer, one or
more vice presidents (including 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. As the board of
directors deems appropriate, it may decide not to appoint a vice
chairman, a chief operating officer and/or one or more vice
presidents (including executive vice presidents and senior vice
presidents).
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
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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,
Chief Executive Officer, President, Chief Operating Officer. The
chairman of the board shall preside at and act as chairman of all
meetings of the board of directors and of the annual meeting. The
chairman, in conjunction with the chief executive officer, shall
also ensure that the other members of the board of directors are
periodically advised as to the operations of the corporation. The
chief executive officer of the corporation 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 supervision
and management usually vested in the chief executive officer of a
corporation. The vice chairman and the chief operating officer
shall perform such duties as shall be assigned to each by the
chief executive officer. The president shall have the general
powers and duties of
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supervision and management of the corporation as the chief
executive officer shall assign. The chief executive officer shall
preside at any meeting of the board of directors in the event of
the absence of the chairman of the board. Each of the offices of
(a) chairman, (b) vice chairman, (c) chief executive officer, (d)
president or (e) chief operating officer may be filled by the same
and/or different individuals. The office of chairman may, at the
discretion of the Board, have the title of "Executive Chairman",
"Non-Executive Chairman" or other similar title.
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 (including an
executive vice president or a senior 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 control
lers or may be assigned to the vice president (including an
executive vice president or a senior vice president) who is
responsible for financial matters.
Section 5. Treasurer. The treasurer shall, under
the direction of the chairman of the board, the president or such
vice president (including an executive vice president or a senior
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
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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 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 a 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 (including an executive vice president or a
senior 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 or may be assigned
to the vice president (including an executive vice president or a
senior vice president) who is responsible for financial matters.
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
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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
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.
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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
terminate upon the 3lst day of December, in each year.
Section 2. Stockholder Inspection of Books and
Records. 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."
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.