Exhibit 3(ii)
BYLAWS
OF
CENTURY TELEPHONE ENTERPRISES, INC.
(as amended through October 7, 1998)
BYLAWS
CENTURY TELEPHONE ENTERPRISES, INC.
TABLE OF CONTENTS
ARTICLE I - Officers.........................................................1
Section 1. Required and Permitted Officers............................1
Section 2. Election and Removal of Officers...........................4
ARTICLE II - Board of Directors..............................................4
Section 1. Powers.....................................................4
Section 2. Organizational and Regular Meetings........................4
Section 3. Special Meetings...........................................4
Section 4. Waiver of Notice...........................................5
Section 5. Quorum.....................................................5
Section 6. Notice of Adjournment......................................5
Section 7. Written Consents...........................................5
Section 8. Voting.....................................................6
Section 9. Use of Communications Equipment............................6
Section 10. Indemnification............................................6
Section 11. Certain Qualifications....................................10
ARTICLE III - Committees....................................................10
Section 1. Committees................................................10
Section 2. Appointment and Removal of Committee Members..............13
Section 3. Procedures for Committees.................................13
Section 4. Meetings..................................................13
Section 5. Authority of Chairman to Appoint Committees...............14
ARTICLE IV - Shareholders' Meetings.........................................14
Section 1. Place of Meetings.........................................14
Section 2. Annual Meeting............................................14
Section 3. Special Meetings..........................................14
Section 4. Notice of Meetings........................................15
Section 5. Notice of Shareholder Nominations and
Shareholder Business......................................15
Section 6. Quorum....................................................17
Section 7. Voting Power Present or Represented.......................17
Section 8. Voting Requirements.......................................17
Section 9. Proxies...................................................18
Section 10. Adjournments..............................................18
Section 11. Written Consents..........................................18
Section 12. List of Shareholders......................................18
Section 13. Procedure at Shareholders Meetings........................18
ARTICLE V - Certificates of Stock...........................................19
ARTICLE VI - Registered Shareholders........................................19
ARTICLE VII - Loss of Certificate...........................................19
ARTICLE VIII - Checks.......................................................19
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ARTICLE IX - Dividends......................................................19
ARTICLE X - Inapplicability of Louisiana Control Share Statute..............20
ARTICLE XI - Certain Definitions............................................20
ARTICLE XII - Amendments....................................................20
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BYLAWS
(Amended entirely May 23, 1995)
(Amended Article I, Section I, Subsection 1.1(L), added new Subsection 1.1(O),
and amended Subsection 1.2 - October 7, 1996)
(Amended Article III, Section 1.1(B), Section 1 by adding new Subsection
1.3, Sections 3 and 4 amended in their entirety - November 21, 1996)
(Amended Article I, Section I by adding, deleting, revising or renumbering
various paragraphs of Subsection 1.1 and by revising
Subsection 1.2 - October 7, 1998)
ARTICLE I
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OFFICERS
Section 1. Required and Permitted Officers
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1.1 Officers. The officers of the Corporation shall be a Chairman of the
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Board; a Chief Executive Officer; a President; a Secretary; and a Treasurer. The
Board may elect such other officers as the Board may determine. An officer need
not be a Director and any two or more of the offices may be held by one person,
provided, however, that a person holding more than one office may not sign in
more than one capacity any certificate or any instrument required to be signed
by two officers. The required and permitted officers and duties thereof are as
follows:
A. Chairman of the Board (Chairman). The Chairman shall preside at all
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meetings of the shareholders and Directors, ensure that all orders, policies and
resolutions of the Board are carried out and perform such other duties as may be
prescribed by the Board of Directors or these Bylaws.
B. Vice Chairman. The Board may from time to time elect one or more Vice
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Chairmen. The Vice Chairman shall serve in the absence or inability of the
Chairman to serve. In the event of the death, resignation or permanent inability
of the Chairman to serve, the Vice Chairman shall automatically succeed to the
office of Chairman until such time as the Board of Directors duly elects a new
Chairman. In the event that there is more than one Vice Chairmen, then the one
who has served in that capacity for the longest period of time shall serve in
the absence of the Chairman or assume the office of Chairman, as the case may
be.
C. Chief Executive Officer (CEO). The CEO, subject to the powers of the
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Chairman and the supervision of the Board of Directors, shall have general
supervision, direction and control of the business and affairs of the
Corporation. He may sign, execute and deliver in the name of the Corporation
powers of attorney, contracts, bonds and other obligations and shall perform
such other duties as may be prescribed from time to time by the Board of
Directors or these Bylaws. The CEO shall have general supervision and direction
of the officers of the Corporation and all such powers as may be reasonably
incident to such responsibilities except where the supervision and direction of
an officer is delegated expressly to another by the Board of Directors or these
Bylaws. Without limiting the generality of the foregoing the CEO shall establish
the annual salaries of each non-executive officer of the Corporation, unless
otherwise directed by the Board, and the annual salaries of each officer of the
Corporation's subsidiaries, unless otherwise directed by the respective boards
of directors of such subsidiaries.
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D. President. The President may sign, execute and deliver in the name of
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the Corporation powers of attorney, contracts, bonds, and other obligations and
shall perform such other duties as may be prescribed from time to time by the
Board of Directors, the Chairman, the CEO, or these Bylaws.
E. Chief Operating Officer (COO). The COO, subject to the powers of the
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CEO and the supervision of the Board of Directors, shall manage the day-to-day
operations of the Corporation, shall perform such other duties as may be
prescribed by the Board of Directors or the CEO, and shall have the general
powers and duties usually vested in the chief operating officer of a
corporation. Without limiting the generality of the foregoing, the COO shall
supervise and direct any other officer designated by the CEO and shall have all
such powers as may be reasonably incident to such responsibilities. He may sign,
execute and deliver in the name of the Corporation powers of attorney,
contracts, and bonds.
F. Chief Financial Officer. The Chief Financial Officer shall be the
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principal financial officer of the Corporation. He shall manage the financial
affairs of the Corporation and direct the activities of the Treasurer,
Controller and other officers responsible for the Corporation's finances. He
shall be responsible for all internal and external financial reporting. He may
sign, execute and deliver in the name of the Corporation powers of attorney,
contracts, bonds, and other obligations and shall perform such other duties as
may be prescribed from time to time by the Board of Directors or by these
Bylaws.
G. General Counsel. The General Counsel shall be directly responsible for
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advising the Board of Directors, the Corporation, and all its officers and
employees in all matters affecting the legal affairs of the Corporation. He
shall determine the need for and, if necessary, select outside counsel to
represent the Corporation and approve all fees in connection with their
representation. He shall also have such other powers, duties and authority as
may be prescribed to him from time to time by the CEO, the Board of Directors,
or these Bylaws.
H. Treasurer. As directed by the Chief Financial Officer, the Treasurer
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shall have general custody of all the funds and securities of the Corporation.
He may sign, with the CEO, President, Chief Financial Officer or such other
person or persons as may be designated for the purpose by the Board of
Directors, all bills of exchange or promissory notes of the Corporation. He
shall perform such other duties as may be prescribed from time to time by the
Chief Financial Officer or these Bylaws.
I. Controller. As directed by the Chief Financial Officer, the Controller
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shall be responsible for the development and maintenance of the accounting
systems used by the Corporation and its subsidiaries. The Controller shall be
authorized to implement policies and procedures to ensure that the Corporation
and its subsidiaries maintain internal accounting control systems designed to
provide reasonable assurance that the accounting records accurately reflect
business transactions and that such transactions are in accordance with
management's authorization. Additionally, as directed by the Chief Financial
Officer, the Controller shall be responsible for internal and external financial
reporting for the Corporation and its subsidiaries.
J. Assistant Treasurer. The Assistant Treasurer shall have such powers and
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perform such duties as may be assigned by the Treasurer. In the absence or
disability of the Treasurer, the Assistant Treasurer shall perform the duties
and exercise the powers of the Treasurer.
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K. Secretary. The Secretary shall keep the minutes of all meetings of the
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shareholders, the Board of Directors and its committees or subcommittees. He
shall cause notice to be given of meetings of shareholders, of the Board of
Directors and of any committee or subcommittee of the Board. He shall have
custody of the corporate seal and general charge of the records, documents and
papers of the Corporation not pertaining to the duties vested in other officers,
which shall at all reasonable times be open to the examination of any Director.
He may sign or execute contracts with any other officer thereunto authorized in
the name of the Corporation and affix the seal of Corporation thereto. He shall
perform such other duties as may be prescribed from time to time by the Board of
Directors or these Bylaws.
L. Assistant Secretary. The Assistant Secretary shall have powers and
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perform such duties as may be assigned by the Secretary. In the absence or
disability of the Secretary, the Assistant Secretary shall perform the duties
and exercise the powers of the Secretary.
M. Executive Vice President(s). The Executive Vice President(s), if any,
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shall assist the CEO in discharging the duties of that office in any manner
requested and perform any other duties as may be prescribed by the CEO, the
Board of Directors or these Bylaws.
N. Senior Vice President(s). The Senior Vice President(s) shall perform
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such duties as may be prescribed from time to time by the Board of Directors, by
the CEO, or by these Bylaws (or, with respect to any Senior Vice President(s)
who reports to the COO, by the COO).
O. Vice President(s). The Vice President(s) shall have such powers and
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perform such duties as may be assigned to them by the Board of Directors, the
CEO, the President, or any Executive Vice President, Senior Vice President or
other officer to whom they report. A Vice President may sign and execute
contracts and other obligations pertaining to the regular course of his duties.
P. Assistant Vice President(s). The Assistant Vice President(s) shall have
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such powers and perform such duties as may be assigned to them by the Board of
Directors, the CEO, the President or the officer to whom they report. An
Assistant Vice President may sign and execute contracts and other obligations
pertaining to the regular course of his duties.
1.2 Executive Officer Group. The Executive Officer Group shall be
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comprised of the Chairman of the Board, the Chief Executive Officer, the
President, the Chief Operating Officer, and each Executive or Senior Vice
President.
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Section 2. Election and Removal of Officers
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2.1 Election. The officers shall be elected annually by the Board of
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Directors at its first meeting following the annual meeting of the shareholders
and, at any time, the Board may remove any officer (with or without cause, and
regardless of any contractual obligation to such officer) and fill a vacancy in
any office, but any election to, removal from or appointment to fill a vacancy
in any office, and the determination of the terms of employment thereof, shall
require the affirmative votes of (a) a majority of the Directors then in office
and (b) a majority of the Continuing Directors, voting as a separate group.
2.2 Removal. In addition, the Chief Executive Officer is empowered in his
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sole discretion to remove or suspend any officer or other employee of the
Corporation who (a) fails to respond satisfactorily to the Corporation
respecting any inquiry by the Corporation for information to enable it to make
any certification required by the Federal Communications Commission under the
Anti-Drug Abuse Act of 1988, (b) is arrested or convicted of any offense
concerning the distribution or possession of, or trafficking in, drugs or other
controlled substances, or (c) the Chief Executive Officer believes to have been
engaged in actions that could lead to such an arrest or conviction.
ARTICLE II
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BOARD OF DIRECTORS
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Section 1. Powers
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In addition to the powers and authorities by these Bylaws expressly
conferred upon it, the Board of Directors may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Articles of Incorporation or by these Bylaws required to be exercised or
done by the shareholders.
Section 2. Organizational and Regular Meetings
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The Board of Directors shall hold an annual organizational meeting,
without notice, immediately following the adjournment of the annual meeting of
the shareholders and shall hold a regular meeting on the first Tuesday after the
twentieth day in the months of February, May, August and November of each year.
The Secretary shall give not less than five days' written notice to each
Director of all regular meetings, which notice shall state the time and place of
the meeting.
Section 3. Special Meetings
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3.1 Call of Special Meetings. Special meetings of the Board of Directors
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may be called by the Chairman of the Board or, if he is absent or unable or
unwilling to act, by the President. Upon the written request of any two
Directors delivered to the Chairman of the Board, the President or the Secretary
of the Corporation, a special meeting shall be called.
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3.2 Notice. Written notice of the time and place of special meetings shall
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be delivered personally to the Directors or sent to each Director by letter or
by telegram, charges prepaid, addressed to him at his address shown in the
Corporation's records. In case such notice is mailed or telegraphed, it shall be
deposited in the United States mail at least 72 hours prior to the meeting or
delivered to an overnight mail delivery service or to the telegraph company in
the place in which the principal office of the corporation is located at least
48 hours prior to the meeting. In case such notice is personally delivered as
above provided, it shall be so delivered at least 24 hours prior to the meeting.
The foregoing notwithstanding, if the Chairman or the President shall determine,
in his sole discretion, that the subject of the special meeting is urgent and
must be considered by the Board without delay, notice may be given by personal
delivery or by telephone not less than 12 hours prior to the time set for the
meeting, provided a confirming telegram or overnight letter is sent to the
Director contemporaneously. Such mailing, telegraphing, telephoning or personal
delivery as above provided shall be due, legal and personal notice to such
Director.
Section 4. Waiver of Notice
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Any Director may waive notice of a meeting by written waiver executed
either before or after the meeting. Directors present at any regular or special
meeting shall be deemed to have received due, or to have waived, notice thereof,
provided that a director who participates in a meeting by telephone shall not be
deemed to have received or waived due notice if, at the beginning of the
meeting, he objects to the transaction of any business because the meeting is
not lawfully called.
Section 5. Quorum
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A majority of the authorized number of Directors as fixed by or pursuant
to the Articles of Incorporation shall be necessary to constitute a quorum for
the transaction of business, provided, however, that a minority of the
Directors, in the absence of a quorum, may adjourn from time to time, but may
not transact any business. If a quorum is present when the meeting convened, the
directors present may continue to do business, taking action by vote of a
majority of a quorum, until adjournment, notwithstanding the withdrawal of
enough directors to leave less than a quorum or the refusal of any director
present to vote.
Section 6. Notice of Adjournment
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Notice of the time and place of holding an adjourned meeting need not be
given to absent Directors if the time and place is fixed at the meeting
adjourned.
Section 7. Written Consents
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Anything to the contrary contained in these Bylaws notwithstanding, any
action required or permitted to be taken by the Board of Directors may be taken
without a meeting, if all members of the Board of Directors shall individually
or collectively consent in writing to such action. Such written consent or
consents shall be filed with the minutes of the proceedings of the Board. Such
action by written consent shall have the same force and effect as a unanimous
vote of such Directors at a meeting.
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Section 8. Voting
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At all meetings of the Board, each Director present shall have one vote.
At all meetings of the Board, all questions, the manner of deciding which is not
otherwise specifically regulated by law, the Articles of Incorporation or these
Bylaws, shall be determined by a majority of the Directors present at the
meeting, provided, however, that any shares of other corporations owned by the
Corporation shall be voted only pursuant to resolutions duly adopted upon the
affirmative votes of (a) 80% of the Directors then in office and (b) a majority
of the Continuing Directors, voting as a separate group.
Section 9. Use of Communications Equipment
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Meetings of the Board of Directors may be held by means of telephone
conference calls or similar communications equipment provided that all persons
participating in the meeting can hear and communicate with each other.
Section 10. Indemnification
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10.1 Definitions. As used in this Section:
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(a) The term "Expenses" shall mean any expenses or costs (including,
without limitation, attorney's fees, judgments, punitive or exemplary damages,
fines and amounts paid in settlement). If any of the foregoing amounts paid on
behalf of Indemnitee are not deductible by Indemnitee for federal or state
income tax purposes, the Corporation will reimburse Indemnitee for tax liability
with respect thereto by paying to Indemnitee an amount which, after taking into
account taxes on such amount, equals Indemnitee's incremental tax liability.
(b) The term "Claim" shall mean any threatened, pending or completed
claim, action, suit, or proceeding, whether civil, criminal, administrative or
investigative and whether made judicially or extra-judicially, or any separate
issue or matter therein, as the context requires.
(c) The term "Determining Body" shall mean (i) those members of the
Board of Directors who are not named as parties to the Claim for which
indemnification is being sought ("Impartial Directors"), if there are at least
three Impartial Directors, or (ii) a committee of at least three directors
appointed by the Board of Directors (regardless of whether the members of the
Board of Directors voting on such appointment are Impartial Directors) and
composed of Impartial Directors or (iii) if there are fewer than three Impartial
Directors or if the Board of Directors or a committee appointed thereby so
directs (regardless of whether the members thereof are Impartial Directors),
independent legal counsel, which may be the regular outside counsel of the
Corporation.
(d) The term "Indemnitee" shall mean each director and officer and
each former director and officer of the Corporation.
10.2 Indemnity. (a) To the extent any Expenses incurred by Indemnitee are
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in excess of the amounts reimbursed or indemnified pursuant to policies of
liability insurance maintained by the Corporation, the Corporation shall
indemnify and hold harmless Indemnitee against any such Expenses actually and
reasonably incurred in connection with any Claim against Indemnitee (whether as
a subject of or party to, or a proposed or threatened subject of or party to,
the Claim) or in which Indemnitee is involved solely as a witness or person
required to give evidence, by reason of his position (i) as a director or
officer of the Corporation, (ii) as a director or officer of any subsidiary of
the Corporation or as a fiduciary with respect to any employee benefit plan of
the Corporation, or (iii) as a director, officer, employee or agent of another
corporation, partnership, limited liability company, joint venture, trust or
other for-profit or not-for-profit entity or enterprise, if such position is or
was held at the request of the Corporation, whether relating to service in such
position before or after the effective date of this Section 10, if (i) the
Indemnitee is successful in his defense of the Claim on the merits or otherwise
or (ii) the Indemnitee has been found by the Determining Body (acting in good
faith) to have met the Standard of Conduct; provided that (a) the amount of
Expenses for which the Corporation shall indemnify Indemnitee may be reduced by
the Determining Body to such amount as it deems proper if it determines in good
faith that the Claim involved the receipt of a personal benefit by Indemnitee
and (b) no indemnification shall be made in respect of any Claim as to which
Indemnitee shall have been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable for willful or intentional
misconduct in the performance of his duty to the Corporation or to have obtained
an improper benefit, unless, and only to the extent that, a court shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, the Indemnitee is fairly and
reasonably entitled to indemnity for such Expenses as the court shall deem
proper; and provided further that, if the Claim involves Indemnitee by reason of
his position with an entity or enterprise described in clause (ii) or (iii) of
this Section 10.2(a) and if Indemnitee may be entitled to indemnification with
respect to such Claim from such entity or enterprise, Indemnitee shall be
entitled to indemnification hereunder only (x) if he has applied to such entity
or enterprise for indemnification with respect to the Claim and (y) to the
extent that indemnification to which he would be entitled hereunder but for this
proviso exceeds the indemnification paid by such other entity or enterprise.
(b) For purposes of this Section, the Standard of Conduct is met
when conduct by an Indemnitee with respect to which a Claim is asserted was
conduct that he reasonably believed to be in, or not opposed to, the best
interest of the Corporation, and, in the case of a Claim which is a criminal
action or proceeding, conduct that the Indemnitee had no reasonable cause to
believe was unlawful. The termination of any Claim by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that Indemnitee did not meet the
Standard of Conduct.
(c) Promptly upon becoming aware of the existence of any Claim,
Indemnitee shall notify the Chief Executive Officer of the existence of the
Claim, who shall promptly advise the members of the Board of Directors thereof
and that establishing the Determining Body will be a matter presented at the
next regularly scheduled meeting of the Board of Directors. After the
Determining Body has been established the Chief Executive Officer shall inform
Indemnitee thereof and Indemnitee shall immediately notify the Determining Body
of all facts relevant to the Claim known to such Indemnitee. Within 60 days of
the receipt of such notice and information, together with such additional
information as the Determining Body may request of Indemnitee, the Determining
Body shall report to Indemnitee of its determination whether Indemnitee has met
the Standard of Conduct. The Determining Body may extend the period of time for
determining whether the Standard of Conduct has been met, but in no event shall
such period of time be extended beyond an additional 60 days.
(d) If, after determining that the Standard of Conduct has been met,
the Determining Body obtains facts of which it was not aware at the time it made
such determination, the Determining Body on its own motion, after notifying the
Indemnitee and providing him an opportunity to be heard, may, on the basis of
such facts, revoke such determination, provided that, in the absence of actual
fraud by Indemnitee, no such revocation may be made later than 30 days after
final disposition of the Claim.
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(e) Indemnitee shall promptly inform the Determining Body upon his
becoming aware of any relevant facts not theretofore provided by him to the
Determining Body, unless the Determining Body has obtained such facts by other
means.
(f) In the case of any Claim not involving a proposed, threatened or
pending criminal proceeding (i) if Indemnitee has, in the good faith judgment of
the Determining Body, met the Standard of Conduct, the Corporation may, in its
sole discretion, assume all responsibility for the defense of the Claim, and, in
any event, the Corporation and Indemnitee each shall keep the other informed as
to the progress of the defense of the Claim, including prompt disclosure of any
proposals for settlement; provided that if the Corporation is a party to the
Claim and Indemnitee reasonably determines that there is a conflict between the
positions of the Corporation and Indemnitee with respect to the Claim, then
Indemnitee shall be entitled to conduct his defense with counsel of his choice;
and provided further that Indemnitee shall in any event be entitled at his
expense to employ counsel chosen by him to participate in the defense of the
Claim; and (ii) the Corporation shall fairly consider any proposals by
Indemnitee for settlement of the Claim. If the Corporation proposes a settlement
of the Claim and such settlement is acceptable to the person asserting the Claim
or the Corporation believes a settlement proposed by the person asserting the
Claim should be accepted, it shall inform Indemnitee of the terms of such
proposed settlement and shall fix a reasonable date by which Indemnitee shall
respond. If Indemnitee agrees to such terms, he shall execute such documents as
shall be necessary to make final the settlement. If Indemnitee does not agree
with such terms, Indemnitee may proceed with the defense of the Claim in any
manner he chooses, provided that if Indemnitee is not successful on the merits
or otherwise, the Corporation's obligation to indemnify such Indemnitee as to
any Expenses incurred by following his disagreement shall be limited to the
lesser of (A) the total Expenses incurred by Indemnitee following his decision
not to agree to such proposed settlement or (B) the amount that the Corporation
would have paid pursuant to the terms of the proposed settlement. If, however,
the proposed settlement would impose upon Indemnitee any requirement to act or
refrain from acting that would materially interfere with the conduct of
Indemnitee's affairs, Indemnitee shall be permitted to refuse such settlement
and proceed with the defense of the Claim, if he so desires, at the
Corporation's expense in accordance with the terms and conditions of these
Bylaws without regard to the limitations imposed by the immediately preceding
sentence. In any event, the Corporation shall not be obligated to indemnify
Indemnitee for an amount paid in settlement that the Corporation has not
approved.
(g) In the case of a Claim involving a proposed, threatened or
pending criminal proceeding, Indemnitee shall be entitled to conduct the defense
of the Claim and to make all decisions with respect thereto, with counsel of his
choice; provided that the Corporation shall not be obligated to indemnify
Indemnitee for an amount paid in settlement that the Corporation has not
approved.
(h) After notification to the Corporation of the existence of a
Claim, Indemnitee may from time to time request of the Chief Executive Officer
or, if the Chief Executive Officer is a party to the Claim as to which
indemnification is being sought, any officer who is not a party to the Claim and
who is designated by the Chief Executive Officer (the "Disbursing Officer"),
which designation shall be made promptly after receipt of the initial request,
that the Corporation advance to Indemnitee the Expenses (other than fines,
penalties, judgments or amounts paid in settlement) that he incurs in pursuing a
defense of the Claim prior to the time that the Determining Body determines
whether the Standard of Conduct has been met. The Disbursing Officer shall pay
to Indemnitee the amount requested (regardless of Indemnitee's apparent ability
to repay the funds) upon receipt of an undertaking by or on behalf of Indemnitee
to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation under the circumstances, provided
that if the Disbursing Officer does not believe such amount to be
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reasonable, he shall advance the amount deemed by him to be reasonable and
Indemnitee may apply directly to the Determining Body for the remainder of the
amount requested.
(i) After a determination that the Standard of Conduct has been met,
for so long as and to the extent that the Corporation is required to indemnify
Indemnitee under these Bylaws, the provisions of Paragraph (h) shall continue to
apply with respect to Expenses incurred after such time except that (i) no
undertaking shall be required of Indemnitee and (ii) the Disbursing Officer
shall pay to Indemnitee the amount of any fines, penalties or judgments against
him which have become final for which the Corporation is obligated to indemnify
him or any amount of indemnification ordered to be paid to him by a court.
(j) Any determination by the Corporation with respect to settlement
of a Claim shall be made by the Determining Body.
(k) The Corporation and Indemnitee shall keep confidential to the
extent permitted by law and their fiduciary obligations all facts and
determinations provided pursuant to or arising out of the operation of these
Bylaws and the Corporation and Indemnitee shall instruct its or his agents and
employees to do likewise.
10.3 Enforcement. (a) The rights provided by this Section shall be
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enforceable by Indemnitee in any court of competent jurisdiction.
(b) If Indemnitee seeks a judicial adjudication of his rights under
this Section, Indemnitee shall be entitled to recover from the Corporation, and
shall be indemnified by the Corporation against, any and all Expenses actually
and reasonably incurred by him in connection with such proceeding, but only if
he prevails therein. If it shall be determined that Indemnitee is entitled to
receive part but not all of the relief sought, then Indemnitee shall be entitled
to be reimbursed for all Expenses incurred by him in connection with such
proceeding if the indemnification amount to which he is determined to be
entitled exceeds 50% of the amount of his claim. Otherwise, the Expenses sought
incurred by Indemnitee in connection with such judicial adjudication shall be
appropriately prorated.
(c) In any judicial proceeding described in this subsection, the
Corporation shall bear the burden of proving that Indemnitee is not entitled to
Expenses sought with respect to any Claim.
10.4 Saving Clause. If any provision of this Section is determined by a
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court having jurisdiction over the matter to require the Corporation to do or
refrain from doing any act that is in violation of applicable law, the court
shall be empowered to modify or reform such provision so that, as modified or
reformed, such provision provides the maximum indemnification permitted by law
and such provision, as so modified or reformed, and the balance of this Section,
shall be applied in accordance with their terms. Without limiting the generality
of the foregoing, if any portion of this Section shall be invalidated on any
ground, the Corporation shall nevertheless indemnify and Indemnitee to the full
extent permitted by any applicable portion of this Section that shall not have
been invalidated and to the full extent permitted by law with respect to that
portion that has been invalidated.
10.5 Non-Exclusivity. (a) The indemnification and payment of Expenses
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provided by or granted pursuant to this Section shall not be deemed exclusive of
any other rights to which Indemnitee is or may become entitled under any
statute, article of incorporation, bylaw, authorization of shareholders or
directors, agreement or otherwise.
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(b) It is the intent of the Corporation by this Section to indemnify
and hold harmless Indemnitee to the fullest extent permitted by law, so that if
applicable law would permit the Corporation to provide broader indemnification
rights than are currently permitted, the Corporation shall indemnify and hold
harmless Indemnitee to the fullest extent permitted by applicable law
notwithstanding that the other terms of this Section would provide for lesser
indemnification.
10.6 Successors and Assigns. This Section shall be binding upon the
----------------------
Corporation, its successors and assigns, and shall inure to the benefit of
Indemnitee's heirs, personal representatives, and assigns and to the benefit of
the Corporation, its successors and assigns.
10.7 Indemnification of Other Persons. The Corporation may indemnify any
--------------------------------
person not a director or officer of the Corporation to the extent authorized by
the Board of Directors or a committee of the Board expressly authorized by the
Board of Directors.
Section 11. Certain Qualifications
- ----------------------------------
No person shall be eligible for nomination, election or service as a
director of the Corporation who shall (i) in the opinion of the Board of
Directors fail to respond satisfactorily to the Corporation respecting any
inquiry of the Corporation for information to enable the Corporation to make any
certification required by the Federal Communications Commission under the
Anti-Drug Abuse Act of 1988 or to determine the eligibility of such persons
under this section; (ii) have been arrested or convicted of any offense
concerning the distribution or possession of, or trafficking in, drugs or other
controlled substances, provided that in the case of an arrest the Board of
Directors may in its discretion determine that notwithstanding such arrest such
persons shall remain eligible under this Section; or (iii) have engaged in
actions that could lead to such an arrest or conviction and that the Board of
Directors determines would make it unwise for such person to serve as a director
of the Corporation. Any person serving as a director of the Corporation shall
automatically cease to be a director on such date as he ceases to have the
qualifications set forth in this Section, and his position shall be considered
vacant within the meaning of the Articles of Incorporation of the Corporation.
ARTICLE III
-----------
COMMITTEES
----------
Section 1. Committees
- ----------------------
1.1 Standing Committees. The Board of Directors shall have six standing
--------------------
committees, the names, functions and powers of each of which shall be as
follows:
A. The Executive Committee shall consist of not less than three Directors,
-----------------------
one of whom shall be the Chairman of the Board, who shall also serve as chairman
of the Executive Committee. To the full extent permitted by law and the Articles
of Incorporation, the Executive Committee shall have and may exercise all of the
powers of the Board in the management of the business and affairs of the
Corporation when the Board is not in session.
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B. The Compensation Committee shall consist of two or more Directors (the
--------------------------
exact number of which shall be set from time to time by the Board), none of whom
shall be a current or former officer or employee of the Corporation or any of
its subsidiaries. The Compensation Committee is empowered to:
1. after receiving and considering the recommendations of the Chief
Executive Officer, determine from time to time the salary of the
Corporation's executive officers (as defined in Section 1.2 of
Article I of these Bylaws) and the fees of the Corporation's
directors;
2. administer each of the Corporation's incentive compensation plans
and stock-based plans (including its 1983 Restricted Stock Plan, Key
Employee Incentive Compensation Plan, 1988 Incentive Compensation
Program, 1990 Incentive Compensation Program, 1995 Incentive
Compensation Plan and any successor plans), and exercise all powers
provided for in such plans;
3. approve any (i) proposed plan or arrangement offering or
providing any benefits to one or more of the Corporation's
executive officers or directors (other than any plan or
arrangement offering benefits that do not discriminate in
scope, terms or operation in favor of executive officers or
directors and that are generally available to all salaried
employees) and (ii) proposed amendment or change to any
such plan or arrangement;
4. approve any (i) proposed employment or severance contract between
the Corporation and an executive officer or proposed executive
officer thereof and (ii) proposed extension or material amendment
thereto;
5. issue executive compensation reports to the Corporation's
shareholders in the manner required under the rules and
regulations of the U.S. Securities and Exchange Commission;
6. retain independent consultants and legal advisors who will report
directly to the Compensation Committee and be paid with funds of the
Corporation; and
7. if requested by the Board, (i) review, determine or approve
the compensation of any non-executive officer of the
Corporation or any officer of the Corporation's
subsidiaries, (ii) review, determine or approve any
proposed amendments, contributions or changes to any of the
Corporation's employee benefit plans, welfare plans,
insurance or other benefit arrangements that are not
directly administered or monitored by the Compensation
Committee pursuant to the powers granted in paragraphs 2
and 3 above, and (iii) perform such other services as may
be delegated to it by the Board.
No action of the type described in paragraphs 1 - 6 shall be valid unless
it has been approved by the Compensation Committee or a duly-authorized
subcommittee thereof. All actions of the Compensation Committee or any
subcommittee thereof shall be subject to ratification by the full Board of
Directors unless the Compensation Committee or the subcommittee reasonably
determines that submitting a matter to the full Board of Directors for
ratification would be
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prohibited by, or contrary to the intents and purposes of, any laws, rules, or
regulations that require or contemplate that such matter be authorized by
independent directors.
C. The Nominating Committee shall consist of two or more Directors and
------------------------
shall perform the following functions:
1. To consider and recommend to the Board nominees for election by
shareholders or for appointment by the remaining Directors to fill
vacancies on the Board;
2. To review and consider the performance of and to recommend the
appointment or reappointment of officers of the Corporation.
D. The Audit Committee shall consist of two or more Directors, none of
-------------------
whom shall otherwise be employed by the Corporation, and shall have the
following responsibilities:
1. To recommend to the Board the engagement or discharge of
the Corporation's independent auditor of its financial
statements;
2. To direct and supervise all investigations into matters relating to
or rising from the performance and results of each independent
audit;
3. To review with the Corporation's independent auditor the plan and
results of each independent audit engagement;
4. To review the scope, adequacy and results of the Corporation's
internal auditing procedures;
5. To review and to approve or disapprove each service to be
performed for the Corporation by the independent auditor
before such service is performed; except that the Committee
is authorized to permit the President or the Chief
Financial Officer to engage the independent auditor or
perform any category of service specified by the Committee
under circumstances deemed appropriate by the Audit
Committee;
6. To review the degree of independence of the independent auditor;
7. To consider the range of audit and non-audit fees; and
8. To review the adequacy of the Corporation's system of internal
accounting controls.
E. The Insurance Evaluation Committee shall consist of two or more
----------------------------------
Directors, and shall have the following responsibilities:
1. To review periodically the Corporation's insurance programs and to
advise and recommend any action deemed appropriate with respect
thereto; and
2. To review periodically the Corporation's insurance needs and to
advise and recommend any action deemed appropriate with respect
thereto.
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F. The Shareholder Relations Committee shall consist of three or more
-----------------------------------
non-officer directors and shall have the authority of the Board of Directors
with respect to investigating, inquiring into and considering issues related to
certain shareholders' interest and rights and considering and acting upon
shareholder matters as assigned, from time to time, by the Chairman of the
Board.
1.2 Special Purpose Committees. The Board may authorize on an ad hoc
--------------------------
basis special pricing committees in connection with the issuance of securities
or such other special purpose committees as may be necessary or appropriate in
connection with the Board's management of the business and affairs of the
Corporation.
1.3 Subcommittees. As necessary or appropriate, each of the standing
-------------
committees listed in Section 1.1 may organize a standing or ad hoc subcommittee
for such purposes within the scope of its powers as it sees fit, and may
delegate to such subcommittee any of its powers as may be necessary or
appropriate to enable such subcommittee to discharge its duties and
responsibilities. Any such subcommittee shall be composed of two or more members
of the standing committee. Each subcommittee member shall hold office during the
term designated by the standing committee, provided that such term shall
automatically lapse if such member ceases to be a member of the standing
committee or fails to meet any other qualifications that may be imposed by the
standing committee.
Section 2. Appointment and Removal of Committee Members
- --------------------------------------------------------
Subject to Section 5 below, Directors shall be appointed to or removed
from a committee only upon the affirmative votes of:
1. A majority of the Directors then in office; and
2. A majority of the Continuing Directors, voting as a separate group.
Each member of a committee shall hold office during the term designated by
the Board.
Section 3. Procedures for Committees
- -------------------------------------
Each Committee and subcommittee shall keep written minutes of its
meetings. All action taken by a committee or any of its subcommittees shall be
reported to the Board of Directors at its next meeting, whether regular or
special. Failure to keep written minutes or to make such a report shall not
affect the validity of action taken by a committee or subcommittee. Each
committee or subcommittee may adopt such regulations (not inconsistent with the
Articles of Incorporation, these Bylaws or any regulations specified for such
committee by the Board of Directors or for such subcommittee by the standing
committee that authorized its organization under Section 1.3) as it shall deem
necessary for the proper conduct of its functions and the performance of its
responsibilities.
Section 4. Meetings
- --------------------
A majority of the members of any committee or subcommittee shall
constitute a quorum and action by a majority (or by any super-majority required
by law, the Articles of Incorporation, these Bylaws or any applicable resolution
adopted by the Board of Directors) of a quorum at any meeting of a committee or
subcommittee shall be deemed action by the committee or subcommittee. The
Committee or subcommittee may also take action without meeting if all members
thereof consent in writing thereto. Meetings of a committee or subcommittee may
be held by telephone conference
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calls or other communications equipment provided each person participating may
hear and be heard by all other meeting participants.
Section 5. Authority of Chairman to Appoint Committees
- -------------------------------------------------------
Whenever the Board of Directors is not in session, the Chairman may fill
vacancies in any committees and may create such new committees as he deems
necessary or useful and appoint Directors as members thereof. Any such action by
the Chairman, and any action taken by such new committee, shall be subject to
ratification or disapproval by the Board at its next meeting.
ARTICLE IV
----------
SHAREHOLDERS' MEETINGS
Section 1. Place of Meetings
- -----------------------------
Unless otherwise required by law or these By-laws, all meetings of the
shareholders shall be held at the principal office of the Corporation or at such
other place, within or without the State of Louisiana, as may be designated by
the Board of Directors.
Section 2. Annual Meeting
- --------------------------
An annual meeting of the shareholders shall be held on the date and at the
time as the Board of Directors shall designate for the purpose of electing
directors and for the transaction of such other business as may be properly
brought before the meeting. If no annual shareholders' meeting is held for a
period of 18 months, any shareholder may call such meeting to be held at the
registered office of the Corporation as shown on the records of the Secretary of
State of the State of Louisiana.
Section 3. Special Meetings
- ----------------------------
Special meetings of the shareholders, for any purpose or purposes, may be
called by the Chairman of the Board, the President or the Board of Directors.
Subject to the terms of any outstanding class or series of Preferred Stock that
entitles the holders thereof to call special meetings, the holders of a majority
of the Total Voting Power shall be required to cause the Secretary of the
Corporation to call a special meeting of shareholders pursuant to La. R.S.
12:73B (or any successor provision). Such requests of shareholders must state
the specific purpose or purposes of the proposed special meeting, and the
business to be brought before such meeting by the shareholders shall be limited
to such purpose or purposes.
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Section 4. Notice of Meetings
- ------------------------------
Except as otherwise provided by law, the authorized person or persons
calling a shareholders' meeting shall cause written notice of the time and place
of the meeting to be given to all shareholders of record entitled to vote at
such meeting at least 10 days and not more than 60 days prior to the day fixed
for the meeting. Notice of the annual meeting need not state the purpose or
purposes thereof, unless action is to be taken at the meeting as to which notice
is required by law, the Articles of Incorporation or the Bylaws. Notice of a
special meeting shall state the purpose or purposes thereof. Any previously
scheduled meeting of the shareholders may be postponed, and (unless provided
otherwise by law or the Articles of Incorporation) any special meeting of the
shareholders may be canceled, by resolution of the Board of Directors upon
public notice given prior to the date previously scheduled for such meeting of
shareholders.
Section 5. Notice of Shareholder Nominations and Shareholder Business
- ----------------------------------------------------------------------
5.1 Business Brought Before Meetings. At any meeting of the shareholders,
--------------------------------
only such business shall be conducted as shall have been properly brought before
the meeting. Nominations for the election of directors at a meeting at which
directors are to be elected may be made by or at the direction of the Board of
Directors, or a committee duly appointed thereby, or by any shareholder of
record entitled to vote generally for the election of directors who complies
with the procedures set forth below. Other matters to be properly brought before
a meeting of the shareholders must be (a) specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the Board of Directors,
including matters covered by Rule 14a-8 of the Securities and Exchange
Commission, (b) otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (c) otherwise properly brought before
the meeting by any shareholder of record entitled to vote at such meeting who
complies with the procedures set forth below.
5.2 Required Notice. A notice of the intent of a shareholder to make a
---------------
nomination or to bring any other matter before the meeting shall be made in
writing and received by the Secretary of the Corporation not more than 210 days
and not less than 70 days in advance of the first anniversary of the preceding
year's annual meeting of shareholders or, in the event of a special meeting of
shareholders or an annual meeting scheduled to be held either 30 days earlier or
later than such anniversary date, such notice shall be received by the Secretary
of the Corporation within 15 days of the earlier of the date on which notice of
such meeting is first mailed to shareholders or public disclosure of the meeting
date is made. In no event shall the public announcement of an adjournment of a
shareholders' meeting commence a new time period for the giving of a
shareholder's notice as described above.
5.3 Contents of Notice. Every such notice by a shareholder shall set
------------------
forth:
(a) the name, age, business address and residential address of the
shareholder of record who intends to make a nomination or bring up any other
matter, and any beneficial owner or other person acting in concert with such
shareholder;
(b) a representation that the shareholder is a holder of record of
shares of the Corporation's capital stock that accord such shareholder the
voting rights specified in paragraph 5.1 above and that the shareholder intends
to appear in person at the meeting to make the nomination or bring up the matter
specified in the notice;
(c) with respect to notice of an intent to make a nomination, a
description of all agreements, arrangements or understandings among the
shareholder, any person acting in concert with the shareholder, each proposed
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;
-5-
(d) with respect to notice of an intent to make a nomination, (i)
the name, age, business address and residential address of each person proposed
for nomination, (ii) the principal occupation or employment of such person,
(iii) the class and number of shares of capital stock of the Corporation of
which such person is the beneficial owner, and (iv) any other information
relating to such person that would be required to be disclosed in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission had such nominee been nominated by the Board of Directors; and
(e) with respect to notice of an intent to bring up any other
matter, a complete and accurate description of the matter, the reasons for
conducting such business at the meeting, and any material interest in the matter
of the shareholder and the beneficial owner, if any, on whose behalf the
proposal is made.
5.4 Other Required Information. Notice of an intent to make a nomination
--------------------------
shall be accompanied by the written consent of each nominee to serve as a
director of the Corporation if so elected and an affidavit of each such nominee
certifying that he meets the qualifications specified in Section 11 of Article
II of these Bylaws. The Corporation may require any proposed nominee to furnish
such other information or certifications as may be reasonably required by the
Corporation to determine the eligibility and qualifications of such person to
serve as a director.
5.5 Disqualification of Certain Proposals. With respect to any proposal
-------------------------------------
by a shareholder to bring before a meeting any matter other than the nomination
of directors, the following shall govern:
(a) If the Secretary of the Corporation has received sufficient
notice of a proposal that may properly be brought before the meeting, a proposal
sufficient notice of which is subsequently received by the Secretary and that is
substantially duplicative of the first proposal shall not be properly brought
before the meeting. If in the judgment of the Board of Directors a proposal
deals with substantially the same subject matter as a prior proposal submitted
to shareholders at a meeting held within the preceding five years, it shall not
be properly brought before any meeting held within three years after the latest
such previous submission if (i) the proposal was submitted at only one meeting
during such preceding period and it received affirmative votes representing less
than 3% of the total number of votes cast in regard thereto, (ii) the proposal
was submitted at only two meetings during such preceding period and it received
at the time of its second submission affirmative votes representing less than 6%
of the total number of votes cast in regard thereto, or (iii) the proposal was
submitted at three or more meetings during such preceding period and it received
at the time of its latest submission affirmative votes representing less than
10% of the total number of votes cast in regard thereto.
(b) Notwithstanding compliance with all of the procedures set forth
above in this Section, no proposal shall be deemed to be properly brought before
a meeting of shareholders if, in the judgment of the Board, it is not a proper
subject for action by shareholders under Louisiana law.
5.6 Power to Disregard Proposals. At the meeting of shareholders, the
----------------------------
chairman shall declare out of order and disregard any nomination or other matter
not presented in accordance with the foregoing procedures or which is otherwise
contrary to the foregoing terms and conditions.
-16-
5.7 Rights of Shareholders Under Federal Proxy Rules. Nothing in this
------------------------------------------------
Section shall be deemed to modify any rights or obligations of shareholders with
respect to requesting inclusion of proposals in the Corporation's proxy
statement or soliciting their own proxies pursuant to the proxy rules of the
Securities and Exchange Commission.
5.8 Rights of Preferred Shareholders. Nothing in this Section shall be
--------------------------------
deemed to modify any rights of holders of any outstanding class or series of
Preferred Stock to elect directors or bring other matters before a shareholders'
meeting in the manner specified by the terms and conditions governing such
stock.
Section 6. Quorum
- ------------------
6.1 Establishment of Quorum. At all meetings of shareholders,the holders
-----------------------
of a majority of the Total Voting Power shall constitute a quorum to organize
the meeting, provided, however, that at any meeting the notice of which sets
forth any matter that, by law or the Articles of Incorporation, must be approved
by the affirmative vote of the holders of a specified percentage in excess of a
majority of the Total Voting Power present or represented at the shareholders'
meeting, the holders of that specified percentage shall constitute a quorum, and
further provided that when specified business is to be voted on by a class or
series of stock voting as a class, the holders of a majority of the voting power
of such class or series shall constitute a quorum of such class or series for
the transaction of such business. Shares of Voting Stock as to which the holders
have voted or abstained from voting with respect to any matter considered at a
meeting, or which are subject to Non-Votes (as defined in Section 6.3 below),
shall be counted as present for purposes of constituting a quorum to organize a
meeting.
6.2 Withdrawal. If a quorum is present or represented at a duly
----------
organized meeting, such meeting may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum, or the refusal of any shareholders present to vote.
6.3 Non-Votes. As used in these Bylaws,"Non-Votes" shall mean the number
---------
of votes as to which the record holder or proxy holder of shares of Capital
Stock has been precluded from voting thereon (whether by law, regulations of the
Securities and Exchange Commission, rules or bylaws of any national securities
exchange or other self-regulatory organization, or otherwise), including without
limitation votes as to which brokers may not or do not exercise discretionary
voting power under the rules of the New York Stock Exchange with respect to any
matter for which the broker has not received voting instructions from the
beneficial owner of the voting shares.
Section 7. Voting Power Present or Represented
- -----------------------------------------------
For purposes of determining the amount of Total Voting Power present or
represented at any annual or special meeting of shareholders with respect to
voting on any particular matter, shares as to which the holders have abstained
from voting, and shares which are subject to Non-Votes (as defined in Section
6.3), will be treated as not present and not cast.
Section 8. Voting Requirements
- -------------------------------
When a quorum is present at any meeting, the vote of the holders of a
majority of the Total Voting Power present in person or represented by proxy
shall decide any question brought before such meeting, unless the question is
one upon which, by express provision of law or the Articles
-17-
of Incorporation, a different vote is required, in which case such express
provision shall govern and control the decision of such question. Directors
shall be elected by plurality vote.
Section 9. Proxies
- -------------------
At any meeting of the shareholders, every shareholder having the right to
vote shall be entitled to vote in person or by proxy appointed by an instrument
in writing subscribed by such shareholder and bearing a date not more than 11
months prior to the meeting, unless the instrument provides for a longer period,
but in no case will an outstanding proxy be valid for longer than three years
from the date of its execution. The person appointed as proxy need not be a
shareholder of the Corporation.
Section 10. Adjournments
- ------------------------
10.1 Adjournments of Meetings. Adjournments of any annual or special
------------------------
meeting of shareholders may be taken without new notice being given unless a new
record date is fixed for the adjourned meeting, but any meeting at which
directors are to be elected shall be adjourned only from day to day until such
directors shall have been elected.
10.2 Lack of Quorum.If a meeting cannot be organized because a quorum has
--------------
not attended, those present may adjourn the meeting to such time and place as
they may determine, subject, however, to the provisions of Section 10.1 hereof.
In the case of any meeting called for the election of directors, those who
attend the second of such adjourned meetings, although less that a quorum as
fixed in Section 6.1 hereof, shall nevertheless constitute a quorum for the
purpose of electing directors.
Section 11. Written Consents
- ----------------------------
Any action required or permitted to be taken at any annual or special
meeting of shareholders may be taken only upon the vote of the shareholders,
present in person or represented by duly authorized proxy, at an annual or
special meeting duly noticed and called, as provided in these Bylaws, and may
not be taken by a written consent of the shareholders pursuant to the Business
Corporation Law of the State of Louisiana.
Section 12. List of Shareholders
- --------------------------------
At every meeting of shareholders, a list of shareholders entitled to vote,
arranged alphabetically and certified by the Secretary or by the agent of the
Corporation having charge of transfers of shares, showing the number and class
of shares held by each shareholder on the record date for the meeting, shall be
produced on the request of any shareholder.
Section 13. Procedure at Shareholders' Meetings
-----------------------------------
The Chairman of the Board, or in his absence, the Vice Chairman, shall
preside as chairman at all shareholders' meetings. The organization of each
shareholders' meeting and all matters relating to the manner of conducting the
meeting shall be determined by the chairman, including the order of business,
the conduct of discussion and the manner of voting. Meetings shall be conducted
in a manner designed to accomplish the business of the meeting in a prompt and
orderly fashion and to be fair and equitable to all shareholders, but it shall
not be necessary to follow Roberts' Rules of Order or any other manual of
parliamentary procedure.
-18-
ARTICLE V
---------
CERTIFICATES OF STOCK
Certificates of stock issued by the Corporation shall be numbered and
shall be entered into the books of the Corporation as they are issued. They
shall exhibit the holder's name and number of shares and shall be signed by the
President or any Vice-President and by the Treasurer, Secretary or any Assistant
Secretary, all in the manner required by law.
ARTICLE VI
----------
REGISTERED SHAREHOLDERS
The Corporation 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 beneficial, equitable or other claim to or interest in
such share on the part of any other person, whether or not it shall have express
or other notice thereof, except as expressly provided by the laws of Louisiana.
ARTICLE VII
-----------
LOSS OF CERTIFICATE
Any person claiming a certificate of stock to be lost or destroyed shall
make an affidavit or affirmation of that fact, and the Board of Directors, the
General Counsel or the Secretary may, in his or its discretion, require the
owner of the lost of destroyed certificate or his legal representative, to give
the Corporation a bond, in such sum as the Board of Directors, the General
Counsel or the Secretary may require, to indemnify the Corporation against any
claim that may be made against the Corporation on account of the alleged loss or
destruction of any such certificate; a new certificate of the same tenor and for
the same number of shares as the one alleged to be lost or destroyed, may be
issued without requiring any bond when, in the judgment of the Board of
Directors, the General Counsel or the Secretary, it is proper to do so.
ARTICLE VIII
------------
CHECKS
All checks, drafts and notes of the Corporation shall be signed by such
officer or officers or such other person or persons as the Board of Directors
may from time to time designate.
ARTICLE IX
----------
DIVIDENDS
Dividends upon the capital stock of the Corporation, subject to the
provisions of the Articles of Incorporation, if any, may be declared by the
Board of Directors at any regular or special meetings, pursuant to law.
-19-
ARTICLE X
---------
INAPPLICABILITY OF LOUISIANA CONTROL SHARE STATUTE
Effective May 23, 1995, the provisions of La. R.S. 12:135 through
12:140.2 shall not apply to control share acquisitions of shares of the
Corporation's Capital Stock.
ARTICLE XI
----------
CERTAIN DEFINITIONS
The terms Capital Stock, Continuing Directors, Total Voting Power and
Voting Stock shall have the meanings ascribed to them in the Articles of
Incorporation, provided, however, that for purposes of Sections 3 and 6 of
Article IV of these Bylaws, Total Voting Power shall mean the total number of
votes that holders of Capital Stock are entitled to cast generally in the
election of directors.
ARTICLE XII
-----------
AMENDMENTS
These Bylaws may only be altered, amended or repealed in the manner
specified in the Articles of Incorporation.
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