BY-LAWS
OF
ASHLAND INC.
ARTICLE I
OFFICES
The principal office of the Corporation in the Commonwealth of
Kentucky shall be at 50 E. RiverCenter Boulevard, City of Covington, County
of Kenton. The Corporation may also have offices at other places either
within or without the Commonwealth of Kentucky as may be useful in the
business of the Corporation.
ARTICLE II
MEETINGS OF SHAREHOLDERS
SECTION 1. Annual Meetings. The annual meeting of the shareholders for
the election of directors and for the transaction of such other business as
may properly come before the meeting shall be held at the principal office
of the Corporation on the last Thursday of January, annually, at the hour
of 10:30 a.m., or at such other place (within or without the Commonwealth
of Kentucky), date and hour as shall be designated in the notice thereof.
SECTION 2. Annual Meeting Business. To be properly brought before an
annual meeting, business must be (i) specified in the notice of the meeting
(or any supplement thereto) given by or at the direction of the Board of
Directors of the Corporation (the "Board"); (ii) otherwise properly brought
before the meeting by or at the direction of the Board; or (iii) otherwise
properly brought before the meeting by a shareholder. For business to be
properly brought before an annual meeting by a shareholder, the shareholder
must have given written notice thereof, either by personal delivery or by
United States mail, postage prepaid, to the Secretary of the Corporation,
not later than ninety days in advance of such meeting (provided that if the
annual meeting of shareholders is held earlier than the last Thursday in
January, such notice must be given within ten days after the first public
disclosure, which may include any public filing with the Securities and
Exchange Commission, of the date of the annual meeting). Any such notice
shall set forth as to each matter the shareholder proposes to bring before
the annual meeting (i) a brief description of the business desired to be
brought before the meeting and the reasons for conducting such business at
the meeting and in the event that such business includes a proposal to
amend either the articles of incorporation or By-laws of the Corporation,
the language of the proposed amendment; (ii) the name and address of the
shareholder proposing such business; (iii) a representation that the
shareholder 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 business; (iv) any material interest of the
shareholder in such business; and (v) a representation as to whether or not
the shareholder will solicit proxies in support of the proposal. No
business shall be conducted at an annual meeting of shareholders except in
accordance with this paragraph and the chairman of any annual meeting of
shareholders may refuse to permit any business to be brought before an
annual meeting which fails to comply with the foregoing procedures or, in
the case of a shareholder proposal, if the shareholder fails to comply with
the representations set forth in the notice.
SECTION 3. Special Meetings. A special meeting of the shareholders may
be called by a majority of the members of the Board, the Chairman of the
Board or the President, at such place (within or without the Commonwealth
of Kentucky), date and hour as shall be designated in the notice thereof.
A special meeting of the shareholders shall be called by the Secretary
on the written request of the holders of not less than one-third of all the
shares entitled to vote at such meeting. Such request shall set forth: (i)
the action proposed to be taken at such meeting and the reasons for the
action; (ii) the name and address of each of such holders who intends to
propose action be taken at such meeting; (iii) a representation that each
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 such meeting to
propose the action specified in the request; (iv) any material interest of
any shareholder in such action; and (v) in the event that any proposed
action consists of or includes a proposal to amend either the articles of
incorporation or the By-laws of the Corporation, the language of the
proposed amendment. The Secretary shall determine the place (within or
without the Commonwealth of Kentucky), date and hour of such meeting. The
Secretary may refuse to call a special meeting unless the request is made
in compliance with the foregoing procedure.
SECTION 4. Notice of Meetings. Notice stating 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, shall be given to each
shareholder entitled to vote at such meeting not less than ten nor more
then sixty days before the date of the meeting by any form of notice
permitted by Kentucky law. Except as otherwise expressly required by law,
notice of any adjourned meeting of the shareholders need not be given if
the date, hour and place thereof are announced at the meeting at which the
adjournment is taken, unless the adjournment is for more than 120 days or,
unless after the adjournment a new record date is fixed for the adjourned
meeting.
SECTION 5. Record of Shareholders. It shall be the duty of the officer
or agent of the Corporation who shall have charge of its stock transfer
books to prepare and make a complete record of the shareholders entitled to
vote at any meeting of shareholders or adjournment thereof, arranged by
voting group (and within each voting group by class or series), and showing
the address of each shareholder and the number of shares registered in the
name of each shareholder. Such record shall be produced at the time and
place of the meeting and shall be open to the inspection of any shareholder
entitled to vote at such meeting or any adjournment thereof during the
whole time of such meeting or adjournment for the purposes thereof.
SECTION 6. Fixing Date for Determination of Shareholders of Record. In
order that the Corporation may determine the shareholders entitled to
notice of or to vote at any meeting of shareholders or any adjournment
thereof 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 shares or for the
purpose of any other lawful action, the Board may fix, in advance, a record
date, which shall not be less than ten days before the date of such
meeting, nor more than seventy days prior to any other action. A
determination of shareholders entitled to notice of or to vote at a meeting
of the shareholders shall apply to any adjournment of the meeting;
provided, however, that the Board may fix a new record date for the
adjourned meeting if the meeting is adjourned to a date 120 days or less
after the date fixed for the original meeting. The Board shall fix a new
record date if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
SECTION 7. Quorum. At each meeting of the shareholders or adjournment
thereof, except as otherwise expressly required by law, these By-laws or
the articles of incorporation, shareholders holding a majority of the
shares of the Corporation issued and outstanding and entitled to be voted
thereat shall be present in person or by proxy to constitute a quorum for
the transaction of business. The shareholders present at a duly organized
meeting can continue to do business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.
SECTION 8. Organization. At each meeting of the shareholders, one of
the following shall act as chairman of the meeting and preside thereat, in
the following order of precedence:
(a) the Chairman of the Board;
(b) the President; or
(c) any other officer of the Corporation designated by the Board or
the executive committee of the Board to act as chairman of such meeting and
to preside thereat if the Chairman of the Board and the President shall be
absent from such meeting.
The Secretary or, if the Secretary shall be absent from such meeting,
the person (who shall be an Assistant Secretary of the Corporation, if one
of such officers shall be present thereat) whom the chairman of such
meeting shall appoint, shall act as secretary of such meeting and keep the
minutes thereof.
SECTION 9. Order of Business. The chairman of any meeting of
shareholders shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of
such chairman, are appropriate for the proper conduct of the meeting.
Unless and to the extent determined by the Board or the chairman of the
meeting, meetings of shareholders shall not be required to be held in
accordance with the rules of parliamentary procedure.
SECTION 10. Voting. Except as otherwise expressly required by law,
these By-laws, or the articles of incorporation, each shareholder entitled
to vote shall, at each meeting of the shareholders, have one vote (except
that at each election for directors each such shareholder shall have the
right to cast as many votes in the aggregate as the shareholder shall be
entitled to vote under the articles of incorporation multiplied by the
number of directors to be elected at such election; and each shareholder
may cast the whole number of votes for one candidate, or distribute such
votes among two or more candidates), in person or by proxy, for each share
of the Corporation held by the shareholder and registered in the
shareholder's name on the books of the Corporation:
(a) on the date fixed pursuant to the provisions of these By-laws as
the record date for the determination of shareholders who shall be entitled
to receive notice of and to vote at such meeting, or
(b) if no record date shall have been so fixed, then at the close of
business on the day on which notice of such meeting shall be given.
Any vote of shares of the Corporation may be given at any meeting of
the shareholders by the shareholders entitled thereto in person or by proxy
appointed by the shareholder. The attendance at any meeting of a
shareholder shall not have the effect of revoking a previously given proxy
unless the shareholder shall give the Secretary written notice of the
revocation.
At all meetings of the shareholders each matter, except as otherwise
expressly required by law, these By-laws or the articles of incorporation,
shall be approved if the votes cast in favor of such matter exceed the
votes cast opposing such matter.
Except as otherwise expressly required by law, the vote at any meeting
of the shareholders on any question need not be by ballot, unless so
directed by the chairman of the meeting. On a vote by ballot, each ballot
shall be signed by the shareholder voting, or by the shareholder's proxy,
if there be such proxy, and shall state the number of shares voted. Except
as otherwise expressly required by law, the vote at any meeting of the
shareholders on any question need not be by ballot, unless so directed by
the chairman of the meeting.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1 . General Powers. The business and affairs of the
Corporation shall be managed under the direction of the Board.
SECTION 2. Number and Term of Office. Except as otherwise provided by
law, the number of directors which shall constitute the Board shall be
fixed from time to time by a resolution adopted by a majority of the Board;
provided, however, that a vote of the shareholders is required to increase
or decrease by more than 30% the number of directors from that number last
fixed by the shareholders. So long as the Board shall consist of nine or
more members, the directors shall be classified with respect to the time
for which they shall severally hold office, by dividing them into three
classes, as nearly equal in number as possible.
At each annual meeting, successors to the class of directors whose
term then expires shall be elected to serve for a term expiring at the
annual meeting of shareholders held in the third year following the year of
their election and until their successors shall have been elected and
qualified, provided, that the successor to a director whose term expires at
such annual meeting because the director was elected to fill a vacancy on
the Board may, if so specified by the Board, be elected to serve for a term
expiring at the annual meeting of shareholders held in the first or second
year following the year of the director's election and until the director's
successor shall have been elected and qualified. The Board shall increase
or decrease the number of directors in one or more classes as may be
appropriate whenever it increases or decreases the number of directors in
order to ensure that the three classes remain as nearly equal in number as
possible. No decrease in the number of directors constituting the Board
shall shorten the term of any incumbent director.
SECTION 3. Nomination. Nominations for the election of directors may
be made by the Board or by any shareholder entitled to vote for the
election of directors. Any shareholder entitled to vote for the election of
directors at a meeting may nominate a person or persons for election as
directors only if written notice of such shareholder's intent to make such
nomination is given, either by personal delivery or by United States mail,
postage prepaid, to the Secretary, not later than (i) with respect to an
election to be held at an annual meeting of shareholders, ninety days in
advance of such meeting (provided that if the annual meeting of
shareholders is held earlier than the last Thursday in January, such notice
must be given within ten days after the first public disclosure, which may
include any public filing with the Securities and Exchange Commission, of
the date of the annual meeting) and (ii) with respect to an election to be
held at a special meeting of shareholders for the election of directors,
the close of business on the seventh day following the date on which notice
of such meeting is first given to shareholders. Each such notice shall set
forth: (a) the name and address of the shareholder who intends to make the
nomination and of the person or persons to be nominated; (b) a
representation that the shareholder is a shareholder of record 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 shareholder 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 shareholder; (d) such other
information regarding each nominee proposed by such shareholder as would
have been required to be included in a proxy statement filed pursuant to
the proxy rules of the Securities and Exchange Commission had each nominee
been nominated, or intended to be nominated by the Board; (e) the consent
of each nominee to serve as a director of the Corporation if so elected;
and (f) a representation as to whether or not the shareholder will solicit
proxies in support of the shareholder's nominee(s). The chairman of any
meeting of shareholders to elect directors and the Board may refuse to
acknowledge the nomination of any person not made in compliance with the
foregoing procedure or if the shareholder fails to comply with the
representations set forth in the notice.
SECTION 4. Election. Except as otherwise expressly provided in the
articles of incorporation, at each meeting of the shareholders for the
election of directors at which a quorum is present, the persons receiving
the greatest number of votes, up to the number of directors to be elected,
shall be the directors.
SECTION 5. Resignation, Removal and Vacancies. Any director may resign
at any time by giving written notice of such resignation to the Chairman of
the Board, the President or the Secretary. Any such resignation shall take
effect at the time specified therein, or, if the time when it shall become
effective shall not be specified therein, then it shall take effect when
accepted by action of the Board. Except as aforesaid, the acceptance of
such resignation shall not be necessary to make it effective.
Any or all directors may be removed at a meeting of the shareholders
called expressly for that purpose (i) in the case of a removal of a
director for cause, by a vote of the holders of a majority of the voting
power of the then outstanding voting stock of the Corporation, voting
together as a single voting group, or (ii) in the case of a removal of a
director without cause, by a vote of the holders of at least 80% of the
voting power of the then outstanding voting stock of the Corporation,
voting together as a single voting group. If less than all the directors
are to be removed, no one of the directors may be removed if the votes cast
against the director's removal would be sufficient to elect the director if
then cumulatively voted at an election of the entire Board or, if there be
classes of directors, at an election of the class of directors of which
that director is a part. For purposes of this Section, "cause" shall mean
the willful and continuous failure of a director to substantially perform
such director's duties to the Corporation (other than any failure resulting
from incapacity due to physical or mental illness) or the willful engaging
by a director in gross misconduct materially and demonstrably injurious to
the Corporation. As used in these By-laws, "voting stock" shall mean shares
of capital stock of the Corporation entitled to vote generally in the
election of directors.
Any vacancy occurring on the Board may be filled by a majority of the
directors then in office, though less than a quorum, and the director
elected to fill such vacancy shall hold office until the next annual
meeting of shareholders at which directors are elected and until the
director's successor is elected and qualified.
SECTION 6. Meetings.
(A) Annual Meetings. As soon as practicable after each annual election
of directors, the Board shall meet for the purpose of organization and the
transaction of other business.
(B) Regular Meetings. Regular meetings of the Board shall be held at
such dates, times and places as the Board shall from time to time
determine.
(C) Special Meetings. Special meetings of the Board shall be held
whenever called by the Chairman of the Board, the President or upon the
written request of a majority of the members of the whole Board filed with
the Secretary. Any and all business may be transacted at a special meeting
which may be transacted at a regular meeting of the Board.
(D) Place of Meeting. The Board may hold its meetings at such place or
places within or without the Commonwealth of Kentucky as the Board may from
time to time by resolution determine or as shall be designated in the
respective notices or waiver of notices thereof.
(E) Notice of Meetings. Notices of regular meetings of the Board or of
any adjourned meeting need not be given.
Notices of special meetings of the Board, or of any meeting of any
committee of the Board which has not been fixed in advance as to hour and
place by such committee, shall be sent by the Secretary to each director,
or member of such committee, by any form of notice permitted by Kentucky
law at the director's residence or usual place of business at least two
days before the day on which such meeting is to be held. Such notice shall
include the date, hour and place of such meeting, but any such notice need
not specify the business to be transacted at, or the purpose of, any such
meeting. Notice of any such meeting need not be given to any director or
member of any committee, however, if waived by the director in writing,
whether before or after such meeting shall be held, or if the director
shall be present at such meeting, unless the director at the beginning of
the meeting (or promptly upon such director's arrival) objects to holding
the meeting or transacting business at the meeting and does not thereafter
vote for or assent to action taken at the meeting.
(F) Quorum and Manner of Acting. A majority of the number of directors
fixed by or in the manner provided in these By-laws or in the articles of
incorporation shall be present at any meeting of the Board in order to
constitute a quorum for the transaction of business at such meeting, and
the vote of a majority of those directors shall be necessary for the
passage of any resolution or act of the Board, except as otherwise
expressly required by law, these By-laws or the articles of incorporation.
The directors present at a duly organized meeting can continue to do
business until adjournment, notwithstanding the withdrawal of enough
directors to leave less than a quorum.
(G) Action by Consent. Any action required or permitted to be taken at
any meeting of the Board, or of any committee thereof, may be taken without
a meeting if all members of the Board or committee, as the case may be,
consent thereto in writing, and such writings are filed with the minutes of
the proceedings of the Board or committee.
(H) Presence at a Meeting. Any or all directors may participate in any
meeting of the Board or any committee thereof, or conduct the meeting
through the use of, any means of communication by which all persons
participating may simultaneously hear and speak to each other during the
meeting. Any director participating in a meeting by such means shall be
deemed to be present in person at the meeting for all purposes.
SECTION 7. Compensation. The Board may, from time to time, fix such
amount per annum and such fees to be paid by the Corporation to Directors
for attendance at meetings of the Board or of any committee, or both. The
Board may likewise provide that the Corporation shall reimburse each
director or member of a committee for any expenses incurred by the director
on account of the director's attendance at any such meeting. Nothing
contained in this Section shall be construed to preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.
SECTION 8. Committees. The Board may, by resolution adopted by a
majority of the Board, designate committees, each committee to consist of
two or more directors and to have such duties and functions as shall be
provided in such resolution. The Board shall have the power to change the
members of any such committee at any time, to fill vacancies and to
discharge any such committee, either with or without cause, at any time.
The Board may establish an executive committee in accordance with and
subject to the restrictions set out in the statutes of the Commonwealth of
Kentucky.
ARTICLE IV
OFFICERS
SECTION 1 . Officers. The officers of the Corporation shall be
determined by the Board. The officers of the Corporation may include:
(a) a Chairman of the Board;
(b) a President;
(c) one or more Executive Vice Presidents;
(d) one or more Senior Vice Presidents;
(e) one or more Administrative Vice Presidents;
(f) one or more Vice Presidents;
(g) a Secretary and one or more Assistant Secretaries;
(h) a Treasurer and one or more Assistant Treasurers;
(i) a Controller and one or more Assistant Controllers; and
(j) an Auditor and one or more Assistant Auditors.
In addition, the Board may elect such other officers as it deems
necessary or appropriate and such other officers shall have such powers,
authority, and duties as may be delegated or assigned to such officer, from
time to time, by the Board, the Chairman of the Board, or the President.
The Board shall designate which of the officers shall be executive
officers of the Corporation.
SECTION 2. Election and Appointment and Term of Office. Each officer
shall be elected by the Board at its annual meeting and hold office until
the next annual meeting of the Board and until the officer's successor is
elected or until the officer's earlier death, resignation or removal in the
manner hereinafter provided. If additional officers are elected by the
Board during the year, each of them shall hold office until the next annual
meeting of the Board at which officers are regularly elected and until the
officer's successor is elected or appointed or until the officer's earlier
death, resignation or removal in the manner hereinafter provided.
In addition to the foregoing, the Chairman of the Board, by written
designation filed with the Secretary, may appoint one or more Vice
Presidents, Assistant Secretaries, Assistant Treasurers, Assistant
Controllers and Assistant Auditors of the Corporation. If appointed during
the year, each of them shall hold office until the next annual meeting of
the Board at which officers are regularly elected and until the officer's
successor is elected or appointed or until the officer's earlier death,
resignation or removal in the manner hereinafter provided. Subject to the
authority of the Board, the Chairman of the Board shall also have authority
to fix the salary of such officer.
SECTION 3. Resignation, Removal and Vacancies. Any officer may resign
at any time by giving written notice to the Chairman of the Board, the
President or the Secretary, and such resignation shall be effective when
the notice is delivered, unless the notice specifies a later effective
date. All officers and agents elected or appointed shall be subject to
removal at any time by the Board with or without cause. All appointed
officers may be removed at any time by the Chairman of the Board acting
jointly with the President or any Executive or Senior Vice President, by
written designation filed with the Secretary. A vacancy in any office may
be filled for the unexpired portion of the term in the same manner as
provided for election or appointment to such office.
SECTION 4. Duties and Functions.
(A) Chairman of the Board. The Chairman of the Board, if present,
shall preside at all meetings of the shareholders and the Board. If
designated by Board resolution, the Chairman of the Board shall be Chief
Executive Officer of the Corporation, and if so designated, shall be vested
with executive control and management of the business and affairs of the
Corporation and have the direction of all other officers, agents and
employees. The Chairman of the Board shall perform all such other duties as
are incident to the office or as may be properly required of the Chairman
by the Board, subject in all matters to the control of the Board.
(B) The President. The President, in the absence of the Chairman of
the Board, shall preside at all meetings of the shareholders and the Board.
If designated by Board resolution, the President shall be Chief Executive
Officer of the Corporation, and if so designated, shall be vested with
executive control and management of the business and affairs of the
Corporation and have the direction of all other officers, agents and
employees. The President shall have such powers, authority and duties as
may be delegated or assigned to the President from time to time by the
Board or the Chairman of the Board.
(C) Vice Presidents. The Executive Vice Presidents, Senior Vice
Presidents, Administrative Vice Presidents and Vice Presidents shall have
such powers, authority and duties as may be delegated or assigned to them
from time to time by the Board, the Chairman of the Board or the President.
(D) Secretary. The Secretary shall attend to the giving and serving of
all notices required by law or these By-laws, shall be the custodian of the
corporate seal and shall affix and attest the same to all papers requiring
it; shall have responsibility for preparing minutes of the meetings of the
Board and shareholders; shall have responsibility for authenticating
records of the Corporation; and shall in general perform all the duties
incident to the office of the Secretary, subject in all matters to the
control of the Board.
(E) Treasurer. The Treasurer shall have custody and control of the
funds and securities of the Corporation and shall perform all such other
duties as are incident to the office of the Treasurer or that may be
properly required of the Treasurer by the Board, the Chairman of the Board
or the President.
(F) Controller. The Controller shall maintain adequate records of all
assets, liabilities and transactions of the Corporation; shall see that
adequate audits thereof are currently and regularly made; shall have
general supervision of the preparation of the Corporation's balance sheets,
income accounts and other financial statements or records; and shall
perform such other duties as shall, from time to time, be assigned to him,
by the Board, the Chairman of the Board or the President. These duties and
powers shall extend to all subsidiary corporations and, so far as the
Board, the Chairman of the Board or the President may deem practicable, to
all affiliated corporations.
(G) Auditor. The Auditor shall review the accounting, financial and
related operations of the Corporation and shall be responsible for
measuring the effectiveness of various controls established for the
Corporation. The Auditor's duties shall include, without limitation, the
appraisal of procedures, verifying the extent of compliance with formal
controls and the prevention and detection of fraud or dishonesty and such
other duties as shall, from time to time, be assigned to the Auditor by the
Board, the Chairman of the Board or the President. These duties and powers
shall extend to all subsidiary corporations and, so far as the Board, the
Chairman of the Board or the President may deem practicable, to all
affiliated corporations.
ARTICLE V
BOOKS AND RECORDS
The Corporation shall keep correct and complete books and records of
account and shall keep minutes of the proceedings of its shareholders, the
Board and the committees of the Board.
ARTICLE VI
CONTRACTS, CHECKS, AND DEPOSITS
SECTION 1. Contracts and Agreements. The Board may authorize any
officer or agent to enter into any contract or agreement or execute and
deliver any instrument in the name of and on behalf of the Corporation, and
such authority may be general or limited to specific instances.
SECTION 2. Checks, Drafts, Orders, Etc. All checks, drafts, or other
orders for the payment of money, notes or other evidences of indebtedness
issued in the name of the Corporation shall be signed by such officer or
agent of the Corporation and in such manner as shall from time to time be
prescribed by the Board in a duly authorized resolution.
SECTION 3. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the
Corporation in such banks, trust companies, or other depositories in such
manner as shall from time to time be prescribed by the Board in a duly
authorized resolution.
ARTICLE VII
BORROWINGS
SECTION 1. Borrowing Authority. The Chairman of the Board, the President,
an Executive Vice President, the Vice President supervising the law
function, the Treasurer and any other officer, employee, or agent of the
Corporation designated by the Board (collectively, "Designated Officers")
shall, subject to Section 3 of this Article, have the power, acting jointly
with any officer designated by the Board as the Chief Financial Officer or
the Treasurer (collectively, the "Financial Officers"), to authorize the
establishment of borrowing facilities, the borrowing of money, the issuance
of debt obligations, or the guaranteeing of obligations of others on behalf
of the Corporation for borrowed money or similar obligations. Any
individual acting as the approving Financial Officer may not act as one of
the approving Designated Officers on the same authorization.
SECTION 2. Delegation of Authority. Any Financial Officer acting
jointly with any Designated Officer may delegate the authority to establish
borrowing facilities or to borrow money or to issue debt obligations or to
guarantee the obligations of others on behalf of the Corporation for
borrowed money or similar obligations or any combination of the foregoing
to any person(s) on behalf of the Corporation, provided each obligation to
be incurred under each such authority does not exceed the equivalent of
Fifty Million United States Dollars (U.S. $50,000,000). No such delegated
authority may be redelegated. Any individual acting as the approving
Financial Officer may not act as one of the approving Designated Officers
on the same authorization.
SECTION 3. Limitation of Authority. The finance committee of the
Board, or a committee of the Board to which such authority has been
delegated, shall, subject to the last sentence of this Section 3, retain
authority for and, in its sole discretion, shall authorize (a) any
establishment of borrowing facilities, borrowing of money or issuance of
debt obligations by the Corporation which exceeds the equivalent of Fifty
Million United States Dollars (U.S. $50,000,000) and which has a maturity
of more than one year from the effective date of the issuance or borrowing
and (b) any guarantee of any debt obligation of non-affiliated entities by
the Corporation which guaranty is for an amount exceeding the equivalent of
Fifty Million United States Dollars (U.S. $50,000,000) and which underlying
obligation has a maturity of more than one year from the effective date of
the issuance or borrowing. The foregoing limitations shall not apply,
however, to those borrowings, debt issuances, or guaranties of obligations
for borrowed money or similar obligations made or delivered, under or in
connection with a borrowing facility or program previously approved by the
finance committee of the Board, or a committee of the Board to which such
authority has been delegated, or to such types of transactions with or on
behalf of affiliated entities.
ARTICLE VIII
SHARES AND THEIR TRANSFER
SECTION 1. Certificates for Shares. The shares of the Corporation may
be represented by certificates or may be uncertificated. Certificates
representing shares of the Corporation shall be in such form as the Board
shall prescribe. Such certificates shall be in the name of the Corporation
and signed by the Chairman of the Board, the President or a Vice President
and by the Secretary or an Assistant Secretary and shall be sealed with the
corporate seal or contain a facsimile thereof. In case any officer who has
signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer before such certificate is issued, it
may nevertheless be issued by the Corporation with the same effect as if
the person were such officer at the date of issue. Where any such
certificate is manually countersigned by a transfer agent or registrar
(other than the Corporation itself or an employee of the Corporation), any
of the other signatures on the certificate may be a facsimile.
SECTION 2. Record. The Corporation shall keep at its registered office
or principal place of business, or at the office of its transfer agent or
registrar, a record of its shareholders, as required by applicable law.
Except as otherwise expressly required by law, the person in whose name
shares stand on the books of the Corporation shall be deemed the owner
thereof for all purposes as regards the Corporation.
SECTION 3. Transfer of Shares. Transfers of shares of the Corporation
shall be made only on the books of the Corporation by the registered
shareholder thereof, or by the registered shareholder's attorney thereunto
duly authorized by written power of attorney duly executed and filed with
the Secretary or with a transfer agent appointed as provided in Section 4
of this Article, and on the surrender of any certificate or certificates
for such shares properly endorsed.
SECTION 4. Regulations. The Board may make such rules and regulations
as it may deem expedient, not inconsistent with these By-laws, concerning
the issue, transfer and registration of shares of the Corporation. The
Board may appoint or authorize any officer or officers to appoint one or
more transfer agents and one or more registrars and may require all
certificates for shares to bear the signature or signatures of any of them.
ARTICLE IX
FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of
October in each year.
ARTICLE X
INDEMNIFICATION
SECTION 1. Every person who is or was an officer or employee of the
Corporation or of any other corporation or entity in which that person
served as a director, officer or employee at the request of the Corporation
(hereinafter collectively referred to as a "Covered Person"), shall be
indemnified by the Corporation against any and all reasonable costs and
expenses (including but not limited to attorney's fees) and any liabilities
(including but not limited to judgments, fines, penalties and reasonable
settlements) that may be paid by or imposed against that Covered Person in
connection with or resulting from any pending, threatened or completed
claim, action, suit or proceeding (whether brought by or in the right of
the Corporation or such other corporation or entity or otherwise), and
whether, civil, criminal, administrative, investigative or legislative
(including any appeal relating thereto), in which the Covered Person may be
involved, as a party or witness or otherwise, by reason of the Covered
Person's being or having been an officer or employee of the Corporation or
a director, officer or employee of such other corporation or entity, or by
reasons of any action taken or not taken in such capacity, whether or not
the Covered Person continues to be such at the time such liability or
expense shall have been paid or imposed, if the Covered Person:
(a) has been successful on the merits or otherwise with respect to
such claim, action, suit or proceeding; or (b) acted in good faith, in
what the Covered Person reasonably believed to be the best interests
of the
Corporation or such other corporation or entity, as the case may be, and in
addition, in any criminal action or proceeding, had no reasonable cause to
believe that the Covered Person's conduct was unlawful.
As used in this Article, the terms "expense" and "liability" shall
include, but not be limited to, counsel fees and disbursements and amounts
of judgments, fines or penalties against, and reasonable amounts paid in
settlement by, a Covered Person. The termination of any claim, action, suit
or proceeding by judgment, settlement (whether with or without court
approval), conviction or upon a plea of guilty or nolo contendere, or its
equivalent, shall not create a presumption that a Covered Person did not
meet the standards of conduct set forth in paragraph (b) of this Section 1.
SECTION 2. Indemnification under paragraph (b) of Section 1 shall be
made unless it is determined by any of the following that the Covered
Person has not met the standard of conduct set forth in paragraph (b) of
Section 1:
(a) the Board, acting by a quorum consisting of directors who were not
parties to (or who are determined to have been successful with respect to)
the claim, action, suit or proceeding;
(b) a committee of the Board established pursuant to Article III
Section 8 of the By-laws consisting of directors who were not parties to
(or who are determined to have been successful with respect to) the claim,
action, suit or proceeding;
(c) any officer or group of officers of the Corporation who, by
resolution adopted by the Board, has been given authority to make such
determinations; or
(d) either of the following selected by the Board if a disinterested
committee of the Board (as described in paragraph (b) of this Section 2)
cannot be obtained or by the person(s) designated in paragraphs (a), (b) or
(c) of this Section 2:
(1) independent legal counsel (who may be the regular counsel of the
Corporation) who has delivered to the Corporation a written determination;
or
(2) an arbitrator or a panel of arbitrators (which panel may include
directors, officers, employees or agents of the Corporation) who has
delivered to the Corporation a written determination.
SECTION 3. Expenses incurred with respect to any claim, action, suit
or proceeding of the character described in Section 1 of this Article shall
be advanced to a Covered Person by the Corporation prior to the final
disposition thereof, but the Covered Person shall be obligated to repay
such advances if it is ultimately determined that the Covered Person is not
entitled to indemnification. As a condition to advancing expenses
hereunder, the Corporation may require the Covered Person to sign a written
instrument acknowledging such obligation to repay any advances hereunder if
it is ultimately determined the Covered Person is not entitled to
indemnity.
Notwithstanding the preceding paragraph, the Corporation may refuse to
advance expenses or may discontinue advancing expenses to a Covered Person
if such advancement is determined by the Corporation, in its sole and
exclusive discretion, not to be in the best interest of the Corporation.
SECTION 4. Notwithstanding anything in this Article to the contrary,
no person shall be indemnified in respect of any claim, action, suit or
proceeding initiated by such person or such person's personal or legal
representative, or which involved the voluntary solicitation or
intervention of such person or such person's personal or legal
representative (other than an action to enforce indemnification rights
hereunder or an action initiated with the approval of a majority of the
Board).
SECTION 5. The rights of indemnification provided in this Article
shall be in addition to any other rights to which any Covered Person may
otherwise be entitled to by contract, vote of shareholders or disinterested
directors, other corporate action or otherwise; and in the event of any
such Covered Person's death, such rights shall extend to the Covered
Person's heirs and legal representatives.
ARTICLE XI
AMENDMENTS
Any By-law may be adopted, repealed, altered or amended by the Board
at any regular or special meeting thereof. The shareholders of the
Corporation shall have the power to amend, alter or repeal any By-law only
to the extent and in the manner provided in the articles of incorporation
of the Corporation.