Exhibit 3b
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BRISTOL-MYERS SQUIBB COMPANY
BYLAWS
As Adopted on November 1, 1965
And as Amended to November 5, 1996
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I N D E X
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BYLAW NO. SUBJECT Page No.
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1. Principal Office. . . . . . . . . . . . . . . . . . . . . .E-3-5
2. Other Offices . . . . . . . . . . . . . . . . . . . . . . .E-3-5
3. Seal. . . . . . . . . . . . . . . . . . . . . . . . . . . .E-3-5
4. Meetings of Shareholders -- Date and Time . . . . . . . . .E-3-5
5. Meetings of Shareholders -- Place . . . . . . . . . . . . .E-3-5
6. Meetings of Shareholders -- No Action By Written Consent,
Call . . . . . . . . . . . . . . . . . . . . . . . . .E-3-5
7. Meetings of Shareholders -- Notice. . . . . . . . . . . . .E-3-6
8. Meetings of Shareholders -- Quorum. . . . . . . . . . . . .E-3-6
9. Meetings of Shareholders -- Presiding Officer and
Secretary. . . . . . . . . . . . . . . . . . . . . . .E-3-6
10. Meetings of Shareholders -- Voting. . . . . . . . . . . . .E-3-6
11. Meetings of Shareholders -- Voting List . . . . . . . . . .E-3-7
12. Annual Meeting of Shareholders -- Statement of
Business and Condition of Company . . . . . . . . . . E-3-7
13. Meetings of Shareholders -- Inspectors of Election. . . . .E-3-7
14. Board of Directors -- Powers. . . . . . . . . . . . . . . .E-3-7
15. Board of Directors -- Number, Election, Term,
Resignation or Retirement, Removal and
Filling Vacancies . . . . . . . . . . . . . . . . . . E-3-7
16. Board of Directors -- Location of Meetings and Books. . . .E-3-9
17. Board of Directors -- Scheduling of Regular Meetings. . . .E-3-9
18. Board of Directors -- Scheduling of Special Meetings. . . .E-3-9
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BYLAW NO. SUBJECT Page No.
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19. Board of Directors -- Waiver of Meeting Notice and Action
by Consent. . . . . . . . . . . . . . . . . . . . . . .E-3-9
20. Board of Directors -- Quorum for Meeting . . . . . . . . . E-3-9
21. Board of Directors -- Meeting Procedure. . . . . . . . . . E-3-10
22. Board of Directors -- Fees . . . . . . . . . . . . . . . . E-3-10
23. Board of Directors -- Indemnification. . . . . . . . . . . E-3-10
24. Committees of the Board -- Executive, Audit, Others. . . . E-3-11
25. Committees of the Board -- Minutes and Reports . . . . . . E-3-12
26. Officers . . . . . . . . . . . . . . . . . . . . . . . . . E-3-12
27. Officers -- Election and Term. . . . . . . . . . . . . . . E-3-13
28. Appointment of Other Officers, Committees or Agents. . . . E-3-13
29. Officers -- Removal. . . . . . . . . . . . . . . . . . . . E-3-13
30. Officers -- Resignation. . . . . . . . . . . . . . . . . . E-3-13
31. Officers -- Unable to Perform Duties . . . . . . . . . . . E-3-13
32. Officers -- Vacancy. . . . . . . . . . . . . . . . . . . . E-3-13
33. The Chairman of the Board -- Powers and Duties . . . . . . E-3-14
34. Vice Chairman of the Board -- Powers and Duties. . . . . . E-3-14
35. Duties of President. . . . . . . . . . . . . . . . . . . . E-3-14
36. Vice Presidents -- Powers and Duties . . . . . . . . . . . E-3-14
37. The Treasurer -- Powers and Duties . . . . . . . . . . . . E-3-14
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BYLAW NO. SUBJECT Page No.
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38. The Secretary -- Powers and Duties . . . . . . . . . . . .E-3-14
39. The Controller -- Powers and Duties. . . . . . . . . . . . E-3-15
40. Assistant Treasurers and Assistant Secretaries -- Powers
and Duties. . . . . . . . . . . . . . . . . . . . . . E-3-15
41. Officers -- Compensation . . . . . . . . . . . . . . . . . E-3-15
42. Contracts, Other Instruments, Authority to Enter Into
or Execute. . . . . . . . . . . . . . . . . . . . . . E-3-15
43. Loans and Negotiable Paper . . . . . . . . . . . . . . . . E-3-15
44. Checks, Drafts, etc. . . . . . . . . . . . . . . . . . . . E-3-15
45. Banks -- Deposit of Funds. . . . . . . . . . . . . . . . . E-3-15
46. Stock Certificates -- Form, Issuance . . . . . . . . . . . E-3-16
47. Stock -- Transfer. . . . . . . . . . . . . . . . . . . . . E-3-16
48. Stock Certificates -- Loss, Replacement. . . . . . . . . . E-3-16
49. Record Dates . . . . . . . . . . . . . . . . . . . . . . . E-3-17
50. Registered Shareholders. . . . . . . . . . . . . . . . . . E-3-17
51. Fiscal Year. . . . . . . . . . . . . . . . . . . . . . . . E-3-17
52. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . E-3-17
53. Notices -- Waiver. . . . . . . . . . . . . . . . . . . . . E-3-18
54. Amendments of Bylaws . . . . . . . . . . . . . . . . . . . E-3-18
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BYLAWS
of
BRISTOL-MYERS SQUIBB COMPANY
OFFICES.
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1. The registered office of the Company shall be in the City of Wilmington,
County of New Castle, State of Delaware, and the name of the resident
agent in charge thereof is The Corporation Trust Company.
2. The Company may also have offices at such place or places as the Board
of Directors may from time to time appoint or the business of the
Company may require.
SEAL.
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3. The corporate seal shall have inscribed thereon the name of the Company,
the year of its organization and the words "Corporate Seal, Delaware."
Said seal may be used in causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
MEETINGS OF SHAREHOLDERS.
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4. The annual meeting of the shareholders for the election of directors
and for the transaction of any other proper business, notice of which
was given in the notice of meeting, shall be held at such time as the
Board of Directors may determine. If the annual meeting for the
election of directors is not held on the date designated therefor, the
directors shall cause the meeting to be held as soon thereafter as
convenient.
5. Meetings of the shareholders may be held at such places either within
or without the Sate of Delaware as the Board of Directors may determine.
6. Any action required or permitted to be taken by the stockholders of the
Company must be effected at a duly called annual or special meeting of
such stockholders and may not be effected by any consent in writing by
such stockholders. Except as otherwise required by law and subject to
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the rights under Article FOURTH of the Certificate of Incorporation of
the Company of the holders of any class or series of stock having a
preference over the Common Stock as to dividends or upon liquidation,
special meetings of stockholders of the Company may be called only by
the Chairman of the Board or by the Board of Directors pursuant to a
resolution approved by a majority of the entire Board of Directors.
7. Except as hereinafter provided or as may be otherwise required by law,
notice of the place, date and hour of holding each annual and special
meeting of the shareholders shall be in writing and shall be delivered
personally or mailed in a postage prepaid envelope, not less than ten
days before such meeting, to each person who appears on the books of
the Company as a shareholder entitled to vote at such meeting, and
to any shareholders who, by reason of any action proposed at such
meeting, would be entitled to have their shares appraised if such
action were taken. The notice of every special meeting, besides
stating the time and place of such meeting, shall state briefly the
purpose or purposes thereof; and no business other than that specified
in such notice or germane thereto shall be transacted at the meeting,
except with the unanimous consent in writing of the holders of record
of all of the shares of the Company entitled to vote at such meeting.
Notice of any meeting of shareholders shall not be required to be given
to any shareholder entitled to participate in any action proposed to be
taken at such meeting who shall attend such meeting in person or by
proxy or who before or after any such meeting shall waive notice thereof
in writing or by telegram, cable or wireless. Notice of any adjourned
meeting need not be given.
8. At all meetings of shareholders of the Company, except as otherwise
provided by law, the holders of a majority in number of the outstanding
shares of the Company, present in person or by proxy and entitled to
vote thereat, shall constitute a quorum for the transaction of business.
In the absence of a quorum the holders of a majority in number of the
shares of stock so present or represented and entitled to vote may
adjourn the meeting from time to time until a quorum is present. At
any such adjourned meeting at which a quorum is present any business
may be transacted which might have been transacted at the meeting as
originally called.
9. The Chairman of the Board shall preside as chairman at every meeting of
shareholders. The Chairman of the Board may designate another officer
of the Company or any shareholder to preside as chairman of a meeting
of shareholders in place of the Chairman of the Board and in the
absence of the Chairman of the Board and an officer or shareholder
designated by the Chairman of the Board to preside as chairman of
the meeting, the Board of Directors may designate an officer or
shareholder to preside as chairman of the meeting. In the event the
Chairman of the Board and the Board of Directors fail to so designate
a chairman of the meeting the shareholders may designate an officer or
shareholder as chairman. The Secretary shall act as secretary of the
meeting, or, in the absence of the Secretary, the presiding officer
shall appoint a secretary of the meeting.
10. At each meeting of the shareholders every shareholder of record entitled
to vote thereat shall be entitled to one vote for each share of the
Company standing in that shareholder's name on the books of the
Company provided that no share of stock shall be voted at any election
of directors which shall have been transferred on the books of the
Company later than the record date announced by the Board of Directors
or fixed by operation of these bylaws The vote on shares may be given
by the shareholder entitled thereto in person or by proxy duly appointed
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by an instrument in writing subscribed by such shareholder or that
shareholder's duly authorized attorney, and delivered to the secretary
of the meeting; provided, however, that no proxy shall be valid after
the expiration of three years from the date of its execution unless
the shareholder executing it shall have specified therein the length of
time it is to continue in force, which shall be for some limited period.
At all meetings of shareholders, a quorum being present, all matters,
except as otherwise provided by law or by the Certificate of
Incorporation of the Company or these bylaws, shall be decided by the
holders of a majority in number of the shares of stock of the Company
present in person or by proxy and entitled to vote. A share vote may
be by ballot and each ballot shall state the name of the shareholder
voting and the number of shares owned by that shareholder and shall be
signed by such shareholder or by that shareholder's proxy. Except as
otherwise required by law or by these bylaws all voting may be
viva voce.
11. The Secretary or other officer in charge of the stock ledger of the
Company shall prepare and make at least ten days before every meeting
of shareholders a complete list of the shareholders entitled to vote
at the meeting arranged in alphabetical order and showing the address
of each shareholder and the number of shares registered in the name of
each shareholder. Such list shall be open to the examination of any
shareholder 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 shareholder
who is present. The stock ledger shall be the only evidence as to who
are the shareholders entitled to examine the stock ledger, the list
required by this bylaw, or the books of the Company or to vote in
person or by proxy at any meeting of shareholders.
12. The Board of Directors shall present at each annual meeting, and when
called for by vote of the shareholders at any special meeting of the
shareholders, a full and clear statement of the business and condition
of the Company.
13. At all elections of directors and when otherwise required by law, the
chairman of the meeting shall appoint two inspectors of election. The
inspectors shall be responsible for receiving, tabulating and reporting
the result of the votes taken. No director or candidate for the
office of director shall be appointed such inspector. The chairman of
the meeting shall open and close the polls.
DIRECTORS.
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14. The property, business and affairs of the Company shall be managed by
or under the direction of the Board of Directors, which may exercise
all such powers of the Company and do all such lawful acts and things
as are not by statute or by the Certificate of Incorporation or by
these bylaws directed or required to be exercised or done by the
shareholders.
15. (a) The Board of Directors shall consist of ten directors. Directors
need not be shareholders. The number of directors may be
determined by a majority vote of the entire Board of Directors.
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(b) Except as otherwise provided by the Certificate of Incorporation, by
these bylaws or by law, at each meeting of the shareholders for the
election of directors at which a quorum shall be present, the
persons receiving a plurality of the votes cast shall be directors.
Such election shall be by ballot.
(c) The directors, other than those who may be elected by the holders of
any class or series of stock having a preference over the
Common Stock as to dividends or upon liquidation, shall be
classified, with respect to the time for which they severally hold
office, into three classes, as nearly equal in number as possible,
as determined by the Board of Directors, one class to be originally
elected for a term expiring at the annual meeting of stockholders
to be held in 1985, another class to be originally elected for a
term expiring at the annual meeting of stockholders to be held in
1986, and another class to be originally elected for a term expiring
at the annual meeting of stockholders to be held in 1987, with the
directors of each class to hold office until their successors are
elected and qualified. At each annual meeting of the stockholders,
the successors of the class of directors whose term expires at that
meeting shall be elected to hold office for a term expiring at the
annual meeting of stockholders held in the third year following the
year of their election. No decrease in the number of directors
constituting the Board of Directors or change in the restrictions
and qualifications for directors shall shorten the term of any
incumbent director.
(d) Except as otherwise provided in the Certificate of Incorporation
or in these bylaws, each director shall continue in office until
the expiration of his term of office and until a successor shall
have been elected and shall have qualified, or until the director
shall have resigned, or, in the case of a director who is an
employee of the Company, until the director shall have resigned
from employment with the Company or the director's employment shall
have been terminated by the Company. In addition, a director who
is not an employee of the Company or who is the Chief Executive
Officer of the Company or a retired Chief Executive Officer of the
Company shall retire from the position of director at the Annual
Meeting following attainment of age 70; an employee who is a director
of the Company (other than the Chief Executive Officer or a retired
Chief Executive Officer) shall retire from the position of director
on the effective date of the director's retirement as an employee
of the Company. Any director of the Company may resign at any time
by giving written notice to the Chairman of the Board or to the
Secretary of the Company. Such resignation shall take effect at
the time specified therein; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make
it effective. Exceptions to the requirements for the retirement
of a director may be made by the Board of Directors.
(e) Subject to the rights under Article FOURTH of the Certificate of
Incorporation of any class or series of stock having a preference
over the Common Stock as to dividends or upon liquidation to elect
directors under specified circumstances, any director or entire
class of directors or the entire Board of Directors may be removed
from office, with or without cause, only by the affirmative vote
of the holders of at least 75% of the outstanding shares of stock
of the Company entitled to vote generally in the election of
directors, voting together as a single class.
(f) Subject to the rights under Article FOURTH of the Certificate of
Incorporation of the Company of the holders of any class or series
of stock having a preference over the Common Stock as to
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dividends or upon liquidation to elect directors under specified
circumstances, newly created directorships resulting from any
increase in the number of directors and any vacancies on the Board
of Directors resulting from death, resignation, retirement,
disqualification, removal or other cause shall be filled only 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 for the remainder of the full term of the class of
directors in which the new directorship was created or the vacancy
occurred and until such director's successor shall have been
elected and qualified.
16. The directors may hold their meetings and keep the books of the Company
at such place or places as they may from time to time determine.
17. Regular meetings of the Board of Directors may be held at such time as
may be fixed from time to time by resolution of the Board of Directors.
Unless required by said resolution, notice of any such meeting need not
be given.
18. Special meetings of the Board of Directors shall be held whenever called
by direction of the Chairman of the Board or any of three of the
directors for the time being in office. Notice of each such special
meeting shall be mailed, postage prepaid, to each director, addressed
to the director at the director's residence or usual place of business,
at least two days before the day on which the meeting is to be held,
or shall be sent to the director at such place by telegraph, cable,
or wireless, or be delivered personally or by telephone, not later than
the day before the day on which the meeting is to be held. Every such
notice shall state the time and place but, except as provided by these
bylaws or by resolution of the Board of Directors, need not state the
purposes of the meetings.
19. Anything in these bylaws or in any resolution adopted by the Board of
Directors to the contrary notwithstanding, notice of any meeting of
the Board of Directors need not be given to any director, if, before
or after any such meeting, notice thereof shall be waived by such
director in writing or by telegraph, cable or wireless. Any meeting
of the Board of Directors shall be a legal meeting without any notice
having been given or regardless of the giving of any notice or the
adoption of any resolution in reference thereto, if all the directors
shall be present thereat or shall have so waived notice thereof. Any
action required or permitted to be taken at any meeting of the Board of
Directors may be taken without a meeting, if prior to such action a
written consent thereto is signed by all members of the Board and such
written consent is filed with the minutes of proceedings of the Board
of Directors.
20. Five of the directors in office at the time of any regular or special
meeting of the Board of Directors shall constitute a quorum for the
transaction of business at such meeting and except as may be otherwise
specifically provided by statute or by the Certificate of Incorporation
or by these bylaws, the act of a majority of the directors present at
any such meeting at which a quorum is present shall be the act of the
Board of Directors. In the absence of a quorum a majority of the
directors present may adjourn any meeting from time to time until a
quorum is present. Notice of any adjourned meeting need not be given.
The directors shall act only as a board and the individual directors
shall have no power as such.
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21. At each meeting of the Board of Directors the Chairman of the Board
shall preside. The Chairman of the Board may designate another member
of the Board of Directors to preside as chairman of a meeting in place
of the Chairman of the Board and in the absence of the Chairman of the
Board and any member of the Board of Directors designated by the
Chairman of the Board to preside as chairman of the meeting a majority
of the directors present may designate a member of the Board of Directors
as chairman to preside at the meeting. The Secretary of the Company
or, in the absence of the Secretary, a person appointed by the chairman
of the meeting, shall act as secretary of the Board of Directors. The
Board of Directors may adopt such rules and regulations for the conduct
of their meetings and the management of the affairs of the Company as
they shall deem proper and not inconsistent with the law or with these
bylaws. At all meetings of the Board of Directors business shall be
transacted in such order as the Board of Directors may determine.
22. Each director shall be paid such fee, if any, for each meeting of the
Board attended and/or such annual fee as shall be determined from time
to time by resolution of the Board of Directors, provided that nothing
herein contained shall be construed to prevent any director from serving
the Company in any other capacity and receiving compensation therefor.
23. (a) Definitions. As used herein, the term "director" shall include
each present and former director of the Company and the term
"officer" shall include each present and former officer of the
Company as such, and the terms "director" and "officer" shall also
include each employee of the Company, who, at the Company's request,
is serving or may have served as a director or officer of another
corporation in which the Company owns directly or indirectly, shares
of capital stock or of which it is a creditor. The term "officer"
also includes each assistant or divisional officer. The term
"expenses" shall include, but not be limited to, reasonable amounts
for attorney's fees, costs, disbursements and other expenses and
the amount or amounts of judgments, fines, penalties and other
liabilities.
(b) Indemnification Granted. Each director and officer shall be and
hereby is indemnified by the Company, to the full extent permitted
by law, against:
(i) expenses incurred or paid by the director or officer in
connection with any claim made against such director or
officer, or any actual or threatened action, suit or proceeding
(civil, criminal, administrative, investigative or other,
including appeals and whether or not relating to a date prior
to the adoption of this bylaw) in which such director or officer
may be involved as a party or otherwise, by reason of being or
having been a director or officer of the Company, or of serving
or having served at the request of the Company as a director,
officer, employee, or agent of another corporation, partnership,
joint venture, trust or other enterprise, or by reason of any
action taken or not taken by such director or officer in such
capacity, and
(ii) the amount or amounts paid by the director or officer in
settlement of any such claim, action, suit or proceeding or
any judgment or order entered therein, however, notwithstanding
anything to the contrary herein where a director or officer
seeks indemnification in connection with a proceeding
voluntarily initiated by such director or officer the right to
indemnification granted hereunder shall be limited to
proceedings where such director or officer has been wholly
successful on the merits.
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(c) Miscellaneous.
(i) Expenses incurred and amounts paid in settlement with respect
to any claim, action, suit or proceeding of the character
described in paragraph (b)(i) above may be advanced by the
Company prior to the final disposition thereof upon receipt
of an undertaking by or on behalf of the recipient to repay
such amounts as shall not ultimately be determined to be
payable to such recipient under this bylaw.
(ii) The rights of indemnification herein provided for shall be
severable, shall not be exclusive of other rights to which any
director or officer now or hereafter may be entitled, shall
continue as to a person who has ceased to be an indemnified
person and shall inure to the benefit of the heirs, executors,
administrators and other legal representatives of such a
person.
(iii) The provisions of this bylaw shall be deemed to be a contract
between the Company and each director or officer who serves
in such capacity at any time while such bylaw is in effect.
(iv) The Board of Directors shall have power on behalf of the
Company to grant indemnification to any person other than a
director or officer to such extent as the Board in its
discretion may from time to time determine.
COMMITTEES OF THE BOARD.
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24. (a) The Board of Directors may, by resolution or resolutions, passed
by a majority of the whole Board of Directors, designate an
Executive Committee (and may discontinue the same at any time) to
consist of three or more of the Directors of the Company. The
members shall be appointed by the Board of Directors and shall hold
office during the pleasure of the Board of Directors; provided,
however, that in the absence or disqualification of any member of
the Executive Committee, the member or members thereof present at
any meeting and not disqualified from voting, whether or not the
member or members constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in
the place of any such absent or disqualified member. The Executive
Committee shall have and may exercise, during the intervals between
the meetings of the Board of Directors, all of the powers of the
Board of Directors in the management of the business and affairs of
the Company (and shall have power to authorize the seal of the
Company to be affixed to all papers which may require it), except
that the Executive Committee shall have no power to (i) elect
Directors to fill any vacancies or appoint any officers; (ii) fix
the compensation of any officer or the compensation of any Director
for serving on the Board of Directors or on any committee;
(iii) declare any dividend or make any other distribution to the
shareholders of the Company; (iv) submit to shareholders any action
that needs shareholder authorization; (v) amend or repeal the bylaws
or adopt any new bylaw; (vi) amend or repeal any resolution of the
Board of Directors which by its terms shall not be so amendable or
repealable; (vii) take any final action with respect to the
acquisition or disposition of any business at a price in excess of
$20,000,000.
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(b) The Board of Directors shall, by resolution or resolutions, passed
by a majority of the whole Board of Directors designate an Audit
Committee to consist of three or more non-employee directors of
the Company free from any relationship that, in the opinion of the
Board of Directors, would interfere with the exercise of independent
judgment as a Committee member. Any director who is a former
employee of the Company may not serve on the Audit Committee. The
members of the Audit Committee shall be appointed by and hold office
during the pleasure of the Board of Directors. A majority of the
members of the Audit Committee will constitute a quorum for the
transaction of business. It shall be the duty of the Audit
Committee (i) to recommend to the Board of Directors a firm of
independent accountants to perform the examination of the annual
financial statements of the Company; (ii) to review with the
independent accountants and with the Controller the proposed scope
of the annual audit, past audit experience, the Company's internal
audit program, recently completed internal audits and other matters
bearing upon the scope of the audit; (iii) to review with the
independent accountants and with the Controller significant matters
revealed in the course of the audit of the annual financial
statements of the Company; (iv) to review on biennial basis that
the Company's Standards of Business Conduct have been communicated
by the Company to all key employees of the Company and its
subsidiaries throughout the world with a direction that all such
key employees certify that they have read, understand and are not
aware of any violation of the Standards of Business Conduct;
(v) to review with the Controller any suggestions and
recommendations of the independent accountants concerning
the internal control standards and the accounting procedures
of the Company; (vi) to meet on a regular basis with a
representative or representatives of the Internal Audit Department
of the Company and to review the Internal Audit Department's Reports
of Operations; (vii) to report its activities and actions to the
Board of Directors at least once each fiscal year.
(c) The Board of Directors may, by resolution or resolutions passed by
a majority of the whole Board of Directors, designate such other
committees as may be deemed advisable (and may discontinue the same
at any time), to consist of two or more of the directors of the
Company. The members shall be appointed by and shall hold office
during the pleasure of the Board of Directors, and the Board of
Directors shall prescribe the name or names of such committees, the
number of their members and their duties and powers.
(d) Any action required or permitted to be taken at any meeting of any
committee may be taken without a meeting, if prior to such action
a written consent thereto is signed by all members of the committee
and such written consent is filed with the minutes of proceedings of
the committee.
25. All committees shall keep written minutes of their proceedings and
report the same to the Board of Directors when required.
OFFICERS.
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26. The officers of the Company shall be a Chairman of the Board, a Vice
Chairman of the Board, a President, two or more Vice Presidents
(which shall include Senior Vice President, Executive Vice
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President and other Vice President titles), a Treasurer, a Secretary,
a Controller, and such other officers as may be appointed in accordance
with these bylaws. The Secretary and Treasurer may be the same person,
or a Vice President may hold at the same time the office of Secretary,
Treasurer, or Controller.
27. The officers of the Company shall be chosen by the Board of Directors.
Each officer shall hold office until a successor shall have been duly
chosen and shall have qualified or until the death or retirement of
the officer or until the officer shall resign or shall have been removed
in the manner hereinafter provided. The Chairman of the Board and the
Vice Chairman of the Board shall be chosen from among the directors.
28. The Board of Directors may appoint such other officers, committees or
agents, as the business of the Company may require, including one or
more Assistant Treasurers and one or more Assistant Secretaries, each
of whom shall hold office for such period, and have such authority and
perform such duties as are provided in these bylaws or as the Board of
Directors may from time to time determine. The Board of Directors may
delegate to any officer or committee the power to appoint and to remove
any such subordinate officer or agent.
29. Subject to the provisions of any written agreement, any officer may be
removed, either with or without cause, by a vote of the majority of the
whole Board of Directors at a regular meeting or a special meeting
called for the purpose. Any officer, except an officer elected by the
Board of Directors, may also be removed, with or without cause, by any
committee or superior officer upon whom such power of removal may be
conferred by the Board of Directors.
30. Subject to the provisions of any written agreement, any officer may
resign at any time by giving written notice to the Board of Directors,
the Chairman of the Board or the Secretary of the Company. Any such
resignation shall take effect at the time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.
31. Except as otherwise provided in these bylaws, in the event any officer
shall be unable to perform the duties of the office held, whether by
reason of absence, disability or otherwise, the Chairman of the Board
may designate another officer of the Company to assume the duties of
the officer who is unable to carry out the duties of the office; in the
event the Chairman of the Board shall be absent and unable to perform
the duties of the office of Chairman of the Board, the Chairman of the
Board shall designate another officer to assume the duties of the
Chairman of the Board; if another officer has not been designated by the
Chairman of the Board to assume the duties of the Chairman of the Board,
then the Board of Directors shall designate another officer to assume
the duties of the Chairman of the Board; in the event the Chairman of
the Board shall be disabled and unable to perform the duties of the
office of Chairman of the Board, then the Board of Directors shall
designate another officer to assume the duties of the Chairman of the
Board. Any officer designated to assume the duties of another officer
shall have all the powers of and be subject to all the restrictions
imposed upon the officer whose duties have been assumed.
32. A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled for the unexpired
portion of the term in the manner prescribed by these bylaws for the
regular appointment or election to such office.
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33. The Chairman of the Board shall be the chief executive officer of the
Company and shall have general supervision of the business and
operations of the Company, subject, however, to the control of the
Board of Directors. The Chairman of the Board shall preside at all
meetings of the shareholders and of the Board of Directors. The
Chairman of the Board shall perform all of the duties usually
incumbent upon a chief executive officer of a corporation and incident
to the office of the Chairman of the Board. The Chairman of the Board
shall also have such powers and perform such duties as are assigned by
these bylaws and shall have such other powers and perform such other
duties, not inconsistent with these bylaws, as may from time to time
be assigned by the Board of Directors.
34. The Vice Chairman shall have such powers and perform such duties as are
assigned by these bylaws and shall have such other powers and perform
such other duties, not inconsistent with these bylaws, as from time to
time may be assigned by the Board of Directors or the Chairman of the
Board.
35. The President shall have such powers and perform such duties as are
assigned by these bylaws and shall have such other powers and perform
such other duties, not inconsistent with these bylaws, as from time
to time may be assigned by the Board of Directors or the Chairman of
the Board.
36. Each Vice President shall have such powers and perform such duties
as are assigned by these bylaws and shall have such other powers and
perform such other duties, not inconsistent with these bylaws, as from
time to time may be assigned by the Board of Directors or the Chairman
of the Board.
37. The Treasurer shall have charge and custody of, and be responsible for,
all funds of the Company. The Treasurer shall regularly enter or cause
to be entered in books to be kept by the Treasurer or under the
Treasurer's direction for this purpose full and adequate account of all
moneys received or paid by the Treasurer for the account of the Company;
the Treasurer shall exhibit such books of account and records to any of
the directors of the Company at any time upon request at the office of
the Company where such books and records shall be kept and shall render
a detailed statement of these accounts and records to the Board of
Directors as often as it shall require the same. The Treasurer shall
also have such powers and perform such duties as are assigned the
Treasurer by these bylaws and shall have such other powers and perform
such other duties, not inconsistent with these bylaws, as from time to
time may be assigned by the Board of Directors.
38. It shall be the duty of the Secretary to act as Secretary of all
meetings of the Board of Directors and of the shareholders of the
Company, and to keep the minutes of all such meetings in the proper
book or books to be provided for that purpose; the Secretary shall see
that all notices required to be given by or for the Company or the
Board of Directors or any committee are duly given and served; the
Secretary shall be custodian of the seal of the Company and shall affix
the seal, or cause it to be affixed, to all documents, the execution of
which on behalf of the Company, under its seal shall have been duly
authorized in accordance with the provisions of these bylaws. The
Secretary shall have charge of the share records and also of the other
books, records, and papers of the Company relating to its organization
and management as a corporation and shall see that the reports,
statements and other documents required by law are properly kept and
filed; and shall in general perform all the duties usually incident
to the office of Secretary. The Secretary shall also have such powers
and perform such duties as are assigned by these bylaws, and shall have
such other powers and perform such other duties, not inconsistent with
these bylaws, as from time to time may be assigned by the Board of
Directors.
E-3-14
39. The Controller shall perform the usual duties pertaining to the office
of the Controller. The Controller shall have charge of the supervision
of the accounting system of the Company, including the preparation
and filing of all reports required by law to be made to any public
authorities and officials, and shall also have such powers and perform
such duties, not inconsistent with these bylaws, as from time to time
may be assigned by the Board of Directors.
40. The Assistant Treasurers and the Assistant Secretaries shall have such
powers and perform such duties as are assigned to them by these bylaws
and shall have such other powers and perform such other duties, not
inconsistent with these bylaws, as from time to time may be assigned to
them by the Treasurer or the Secretary, respectively, or by the Board
of Directors.
41. The compensation of the Chairman of the Board, Vice Chairman of the
Board, President, Vice President, Treasurer, Secretary and Controller
shall be fixed by the Board of Directors. The compensation of such
other officers as may be appointed in accordance with the provisions
of these bylaws may be fixed by the Chairman of the Board. No officer
shall be prevented from receiving such compensation by reason of also
being a director of the Company.
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
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42. The Board of Directors except as in these bylaws otherwise provided,
may authorize any officer or officers, agent or agents, in the name of
and on behalf of the Company, to enter into any contract or execute and
deliver any instrument, and such authority may be general or confined
to specific instances; and, unless so authorized by the Board of
Directors or expressly authorized by these bylaws, no officer
or agent or employee shall have any power or authority to bind the
Company by any contract or engagement or to pledge its credit or to
render it pecuniarily liable for any purpose or to any amount.
43. No loans shall be contracted on behalf of the Company and no negotiable
paper shall be issued in its name unless authorized by resolution of
the Board of Directors. When authorized by the Board of Directors, any
officer or agent of the Company thereunto authorized may effect loans
and advances at any time for the Company from any bank, trust company,
or other institution, or from any firm, corporation or individual, and
for such loans and advances may make, execute and deliver promissory
notes, bonds, or other certificates or evidences of indebtedness of the
Company and, when authorized so to do, may pledge, hypothecate or
transfer any securities or other property of the Company as security
for any such loans or advances. Such authority may be general or
confined to specified instances.
44. All checks, drafts and other orders for the payment of moneys out of
the funds of the Company and all notes or other evidences of
indebtedness of the Company shall be signed on behalf of the Company
in such manner as shall from time to time be determined by resolution
of the Board of Directors.
45. All funds of the Company not otherwise employed shall be deposited
from time to time to the credit of the Company in such banks, trust
companies or other depositories as the Board of Directors may
E-3-15
select or as may be selected by any officer or officers, agent or agents
of the Company to whom such power may from time to time be delegated by
the Board of Directors; and for the purpose of such deposit, the
Chairman of the Board, the Vice Chairman of the Board, the President,
a Vice President, the Treasurer, the Controller, the Secretary or any
other officer or agent or employee of the Company to whom such power
may be delegated by the Board of Directors, may endorse, assign and
deliver checks, drafts and other orders for the payment of moneys which
are payable to the order of the Company.
CERTIFICATES AND TRANSFERS OF SHARES.
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46. The shares of the Company shall be represented by certificates or shall
be uncertificated. Each registered holder of shares, upon request to
the Company, shall be provided with a certificate of stock, representing
the number of shares owned by such holder. Certificates for shares of
the Company shall be in such form as shall be approved by the Board of
Directors. Such certificates shall be numbered and registered in the
order in which they are issued and shall be signed by the Chairman of
the Board, the Vice Chairman of the Board, the President or a Vice
President and the Secretary or an Assistant Secretary or the Treasurer
or an Assistant Treasurer. Where any such certificate is countersigned
by a transfer agent, other than the Company or its employee, or by a
registrar, other than the Company or its employee, any other signature
on such certificate may be a facsimile, engraved, stamped or printed.
In the event that an officer whose facsimile signature appears on such
certificate ceases for any reason to hold the office indicated and the
Company or its transfer agent has on hand a supply of share certificates
bearing such officer's facsimile signature, such certificates may
continue to be issued and registered until such supply is exhausted.
47. Transfers of shares of the Company shall be made only on the books of
the Company by the holder thereof, or by the holder's attorney thereunto
duly authorized and on either the surrender of the certificate or
certificates for such shares properly endorsed or upon receipt of
proper transfer instructions from the registered owner of uncertificated
shares. Every certificate surrendered to the Company shall be marked
"Canceled," with the date of cancellation, and no new certificate shall
be issued in exchange therefor until the old certificate has been
surrendered and canceled, except as hereinafter provided. Uncertificated
shares shall be canceled and issuance of new equivalent uncertificated
shares shall be made to the person entitled thereto and the transaction
shall be recorded upon the books of the Company.
48. The holder of any shares of the Company shall immediately notify the
Company of any loss, destruction or mutilation of the certificate
therefor and the Company may issue a new certificate in the place of
any certificate theretofore issued by it alleged to have been lost,
destroyed or mutilated. The Board of Directors may, in its discretion,
as conditions to the issue of any such new certificate, require the
owner of the lost or destroyed certificate or the owner's legal
representatives to make proof satisfactory to the Board of Directors
of the loss or destruction thereof and to give the Company a bond in
such form, in such sum and with such surety or sureties as the Board
of Directors may direct, to indemnify the Company against any claim
that may be made against it on account of any such certificate so
alleged to have been lost or destroyed.
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DETERMINATION OF RECORD DATE.
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49. In order that the Company 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 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 60 nor
less than 10 days before the date of such meeting nor more than 60 days
prior to any other action.
If no record date is fixed:
(i) The record date for determining shareholders entitled to notice
of or to vote at a meeting of shareholders shall be at the
close of business on the day next preceding the day on which
notice is given, or if notice is waived, at the close of
business on the day next preceding the day on which the meeting
is held.
(ii) The record date for determining shareholders for any other
purpose shall be at the close of business on the day on which
the Board of Directors adopts the resolution relating thereto.
A determination of shareholders of record entitled to notice of or to
vote at a meeting of shareholders shall apply to any adjournment of the
meeting provided, however, that the Board of Directors may fix a new
record date for the adjourned meeting.
REGISTERED SHAREHOLDERS.
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50. The company shall be entitled to treat the holder of record of any share
or shares 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, save as expressly provided by the
laws of Delaware.
FISCAL YEAR.
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51. The fiscal year shall begin on the first day of January and end on the
thirty-first day of December in each year.
NOTICES.
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52. Whenever under the provision of these bylaws notice is required to be
given to any director or shareholder, it shall be construed to mean
personal notice, but such notice may be given in writing, by mail, by
depositing the same in a post office or letter box, in a postpaid sealed
wrapper,
E-3-17
addressed to such director or shareholder at such address as appears on
the books of the Company, or, in default of other address, to such
director or shareholder, at the General Post Office in the City of
Wilmington, Delaware, and such notice shall be deemed to be given at the
time when the same shall be thus mailed.
53. Any notice required to be given under these bylaws may be waived in
writing, signed by the person or persons entitled to said notice, whether
before or after the time stated therein.
AMENDMENTS.
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54. Except as otherwise provided in the Certificate of Incorporation of the
Company and consistent therewith, these bylaws may be altered, amended or
repealed or new bylaws may be made by the affirmative vote of the holders
of record of a majority of the shares of the Company entitled to vote,
at any annual or special meeting, provided that such proposed action
shall be stated in the notice of such meeting, or, by a vote of the
majority of the whole Board of Directors, at any regular meeting without
notice, or at any special meeting provided that notice of such proposed
action shall be stated in the notice of such special meeting.
E-3-18