EXHIBIT 3
BY-LAWS
OF
THE COCA-COLA COMPANY
AS AMENDED THROUGH OCTOBER 17, 1996
ARTICLE I
SHAREHOLDERS:
Section 1. PLACE, DATE AND TIME OF HOLDING ANNUAL
MEETINGS. Annual meetings of shareholders shall be held
at such place, date and time as shall be designated from
time to time by the Board of Directors. In the absence
of a resolution adopted by the Board of Directors
establishing such place, date and time, the annual
meeting shall be held at 1209 Orange Street, Wilmington,
Delaware, on the third Wednesday in April of each year at
9:00 A.M. (local time).
Section 2. VOTING. Each outstanding share of
common stock of the Company is entitled to one vote on
each matter submitted to a vote. The vote for the
election of directors shall be by written ballot.
Directors shall be elected by plurality votes cast in the
election for such directors. All other action shall be
authorized by a majority of the votes cast unless a
greater vote is required by the laws of Delaware. A
shareholder may vote in person or by written proxy.
Section 3. QUORUM. The holders of a majority of
the issued and outstanding shares of the common stock of
the Company, present in person or represented by proxy,
shall constitute a quorum at all meetings of
shareholders.
Section 4. ADJOURNMENT OF MEETINGS. In the
absence of a quorum or for any other reason, the chairman
of the meeting may adjourn the meeting from time to time.
If the adjournment is not for more than thirty days, the
adjourned meeting may be held without notice other than
an announcement at the meeting. If the adjournment is for
more than thirty days, or if a new record date is fixed for
the adjourned meeting, a notice of the adjourned meeting shall
be given to each shareholder of record entitled to vote
at such meeting. At any such adjourned meeting at which
a quorum is present, any business may be transacted which
might have been transacted at the meeting originally
called.
Section 5. SPECIAL MEETINGS. Special meetings of
the shareholders for any purpose or purposes may be
called by the Board of Directors, the Chairman of the
Board of Directors or the President. Special meetings
shall be held at the place, date and time fixed by the
Secretary.
Section 6. NOTICE OF SHAREHOLDERS MEETING.
Written notice, stating the place, date, hour and purpose
of the annual or special meeting shall be given by the
Secretary not less than ten nor more than sixty days
before the date of the meeting to each shareholder
entitled to vote at such meeting.
Section 7. ORGANIZATION. The Chairman of the
Board of Directors shall preside at all meetings of
shareholders. In the absence of, or in case of a vacancy
in the office of, the Chairman of the Board of Directors,
the President, or in his absence or in the event that the
Board of Directors has not selected a President, any
Senior Executive Vice President, Executive Vice
President, Senior Vice President or Vice President in
order of seniority as specified in this sentence, and,
within each classification of office in order of
seniority in time in that office, shall preside. The
Secretary of the Company shall act as secretary at all
meetings of the shareholders and in the Secretary's
absence, the presiding officer may appoint a secretary.
Section 8. INSPECTORS OF ELECTION. All votes by
ballot at any meeting of shareholders shall be conducted
by such number of inspectors of election as are appointed
for that purpose by either the Board of Directors or by
the chairman of the meeting. The inspectors of election
shall decide upon the qualifications of voters, count the
votes and declare the results.
Section 9. RECORD DATE. The Board of Directors,
in order to determine the shareholders entitled to notice
of or to vote at any meeting of shareholders or any
adjournment thereof, or entitled to express consent to
corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other
distribution or allotment of any rights or entitled to
exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other
lawful action, shall fix in advance a record date which
shall not be more than sixty nor less than ten days
before the date of such meeting, nor more than sixty days
prior to any other action and in such case only such
shareholders as shall be shareholders of record on the
date so fixed, shall be entitled to such notice of or to
vote at such meeting or any adjournment thereof, or
entitled to express consent to such corporate action in
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writing without a meeting, or be entitled to receive
payment of any such dividend or other distribution or
allotment of any rights or be entitled to exercise any
such rights in respect of stock or to take any such other
lawful action, as the case may be, notwithstanding any
transfer of any stock on the books of the Company after
any such record date fixed as aforesaid.
Section 10. NOTICE OF SHAREHOLDER PROPOSALS. A
proposal for action to be presented by any shareholder at
an annual or special meeting of shareholders shall be out-
of-order and shall not be acted upon at such meeting
unless such proposal was specifically described in the
Company's notice to all shareholders of the meeting and
the matters to be acted upon thereat or unless such
proposal shall have been submitted in writing to the
Chairman of the Board of Directors of the Company and
received at the principal executive offices of the
Company at least sixty (60) days prior to the date of
such annual or special meeting, by the shareholder who
intends to present such proposal, and such proposal is,
under law, an appropriate subject of shareholder action.
ARTICLE II
DIRECTORS:
Section 1. NUMBER AND TERM AND CLASSES OF
DIRECTORS. The whole Board of Directors shall consist of
not less than ten (10) nor more than twenty (20) members,
the exact number to be set from time to time by the Board
of Directors. No decrease in the number of directors
shall shorten the term of any incumbent director. In
absence of the Board of Directors setting the number of
directors, the number shall be 20. The Board of
Directors shall be divided into three classes of as
nearly equal size as practicable. The term of office of
the members of each class shall expire at the third
annual meeting of shareholders following the election of
such members, and at each annual meeting of shareholders,
directors shall be chosen for a term of three years to
succeed those whose terms expire; provided, whenever
classes are or, after the next annual meeting of
shareholders, will be uneven, the shareholders, for the
sole purpose of making the number of members in such
class as equal as practicable, may elect one or more
members of such class for less than 3 years.
Section 2. REGULAR MEETINGS. Regular meetings of
the Board of Directors shall be held at such times as
the Board of Directors may determine from time to time.
Section 3. SPECIAL MEETINGS. Special meetings of
the Board of Directors may be called by the Chairman of
the Board of Directors, the Secretary or by a majority of
the directors by written request to the Secretary.
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Section 4. NOTICE OF MEETINGS. The Secretary shall
give notice of all meetings of the Board of Directors by
mailing the notice at least three days before each
meeting or by telegraphing or telephoning the directors
not later than one day before the meeting. The notice
shall state the time, date and place of the meeting,
which shall be determined by the Chairman of the Board of
Directors, or, in absence of the Chairman, by the
Secretary of the Company, unless otherwise determined by
the Board of Directors.
Section 5. QUORUM AND VOTING. A majority of the
directors holding office shall constitute a quorum for
the transaction of business. Except as otherwise
specifically required by Delaware law or by the
Certificate of Incorporation of the Company or by these
By-Laws, any action required to be taken shall be
authorized by a majority of the directors present at any
meeting at which a quorum is present.
Section 6. GENERAL POWERS OF DIRECTORS. The
business and affairs of the Company shall be managed
under the direction of the Board of Directors.
Section 7. CHAIRMAN. At all meetings of the Board
of Directors, the Chairman of the Board of Directors
shall preside and in the absence of, or in the case of a
vacancy in the office of, the Chairman of the Board of
Directors, a chairman selected by the Chairman of the
Board of Directors or, if he fails to do so, by the
directors, shall preside.
Section 8. COMPENSATION OF DIRECTORS. Directors
and members of any committee of the Board of Directors
shall be entitled to such reasonable compensation and
fees for their services as shall be fixed from time to
time by resolution of the Board of Directors and shall
also be entitled to reimbursement for any reasonable
expenses incurred in attending meetings of the Board of
Directors and any committee thereof, except that a
Director who is an officer or employee of the Company
shall receive no compensation or fees for serving as a
Director or a committee member.
Section 9. QUALIFICATION OF DIRECTORS. Each person
who shall attain the age of 71 shall not thereafter be
eligible for nomination or renomination as a member of
the Board of Directors.
Any director who was elected or reelected because
he or she was an officer of the Company at the time of
that election or the most recent reelection shall resign
as a member of the Board of Directors simultaneously
when he or she ceases to be an officer of the Company.
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ARTICLE III
COMMITTEES OF THE BOARD OF DIRECTORS:
Section 1. COMMITTEES OF THE BOARD OF DIRECTORS.
The Board of Directors shall designate an Executive
Committee, a Finance Committee, an Audit Committee, a
Compensation Committee, a Committee on Directors and a
Public Issues Review Committee, each of which shall have
and may exercise the powers and authority of the Board of
Directors to the extent hereinafter provided. The Board
of Directors may designate one or more additional
committees of the Board of Directors with such powers as
shall be specified in the resolution of the Board of
Directors. Each committee shall consist of such number
of directors as shall be determined from time to time by
resolution of the Board of Directors.
Each committee shall keep regular minutes of its
meetings. All action taken by a committee shall be
reported to the Board of Directors at its meeting next
succeeding such action and shall be subject to approval
and revision by the Board, provided that no legal rights
of third parties shall be affected by such revisions.
The Chairman of the Board shall have the power and
authority of a committee of the Board of Directors for
purposes of taking any action which the Chairman of the
Board is authorized to take under the provisions of this
Article.
Section 2. ELECTION OF COMMITTEE MEMBERS. The
members of each committee shall be elected by the Board
of Directors and shall serve until the first meeting of
the Board of Directors after the annual meeting of
shareholders and until their successors are elected and
qualified or until the members' earlier resignation or
removal. The Board of Directors may designate the
Chairman and Vice Chairman of each committee. Vacancies
may be filled by the Board of Directors at any meeting.
The Chairman of the Board may designate one or more
directors to serve as an alternate member or members at
any committee meeting to replace any absent or
disqualified member, such alternate or alternates to
serve for that committee meeting only, and the Chairman
of the Board may designate a committee member as acting
chairman of that committee, in the absence of the elected
committee chairman, to serve for that committee meeting
only.
Section 3. PROCEDURE/QUORUM/NOTICE. The
Committee Chairman, Vice Chairman or a majority
of any committee may call a meeting of that
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committee. A quorum of any committee shall consist of a
majority of its members unless otherwise provided by
resolution of the Board of Directors. The majority vote
of a quorum shall be required for the transaction of
business. The secretary of the committee or the chairman
of the committee shall give notice of all meetings of the
committee by mailing the notice to the members of the
committee at least three days before each meeting or by
telegraphing or telephoning the members not later than
one day before the meeting. The notice shall state the
time, date and place of the meeting. Each committee
shall fix its other rules of procedure.
Section 4. EXECUTIVE COMMITTEE. During the
interval between meetings of the Board of Directors, the
Executive Committee shall have and may exercise the
powers of the Board of Directors, to act upon any matters
which, in the opinion of the Chairman of the Board,
should not be postponed until the next previously
scheduled meeting of the Board of Directors; but, to the
extent prohibited by law, shall not have the power or
authority of the Board of Directors in reference to
(1) approving or adopting, or recommending to the
shareholders, any action or matter expressly required by
the Delaware General Corporation Law to be submitted to
shareholders for approval or (2) adopting, amending or
repealing any By-Law of the Company.
Section 5. FINANCE COMMITTEE. The Finance
Committee shall periodically formulate and recommend for
approval to the Board of Directors the financial policies
of the Company, including management of the financial
affairs of the Company and its accounting policies. The
Finance Committee shall have prepared for approval by the
Board of Directors annual budgets and such financial
estimates as it deems proper; shall have oversight of the
budget and of all the financial operations of the Company
and from time to time shall report to the Board of
Directors on the financial condition of the Company. All
capital expenditures of the Company shall be reviewed by
the Finance Committee and recommended for approval to the
Board of Directors. The Finance Committee may authorize
another committee of the Board of Directors or one or
more of the officers of the Company to approve
borrowings, loans, capital expenditures and guarantees up
to such specified amounts or upon such conditions as the
Finance Committee may establish, subject to the approval
of the Board of Directors; and to open bank accounts and
designate those persons authorized to execute checks,
notes, drafts and other orders for payment of money on
behalf of the Company.
Section 6. AUDIT COMMITTEE. The Audit Committee
shall have the power to recommend to the Board of
Directors the selection and engagement of independent
accountants to audit the books and accounts of the Company
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and the discharge of the independent accountants. The
Audit Committee shall review the scope of the audits as
recommended by the independent accountants, the scope of
the internal auditing procedures of the Company and the
system of internal accounting controls and shall review
the reports to the Audit Committee of the independent
accountants and the internal auditors.
Section 7. COMPENSATION COMMITTEE. The
Compensation Committee shall have the powers and
authorities vested in it by the incentive, stock option
and similar plans of the Company. The Compensation
Committee shall have the power to approve, disapprove,
modify or amend all plans designed and intended to
provide compensation primarily for officers of the
Company. There may be one or more subcommittees of the
Compensation Committee which shall have all of the power
and authority of the Compensation Committee to act on
those matters as to which there is any question
concerning the propriety of action by the Compensation
Committee in the specific case because of any law, rule
or regulation relating to the status of its members. The
members of each such subcommittee shall be designated by
the Board of Directors, the Compensation Committee or by
the Chairman of the Board and may include directors who
are not members of the Compensation Committee.
Section 8. COMMITTEE ON DIRECTORS. The Committee
on Directors shall have the power to recommend candidates
for election to the Board of Directors and shall consider
nominees for directorships submitted by shareholders.
The Committee on Directors shall consider issues
involving potential conflicts of interest of directors
and committee members and recommend and review all
matters relating to fees and retainers paid to directors,
committee members and committee chairmen.
Section 9. PUBLIC ISSUES REVIEW COMMITTEE. The
Public Issues Review Committee shall have the power to
review Company policy and practice relating to
significant public issues of concern to the shareholders,
the Company, the business community and the general
public. The Committee may also review management's
position on shareholder proposals involving issues of
public interest to be presented at annual or special
meetings of shareholders.
ARTICLE IV
NOTICE AND WAIVER OF NOTICE:
Section 1. NOTICE. Any notice required to be
given to shareholders or directors under these By-Laws,
the Certificate of Incorporation or by law may
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be given by mailing the same, addressed to the person
entitled thereto, at such person's last known post office
address and such notice shall be deemed to be given at
the time of such mailing.
Section 2. WAIVER OF NOTICE. Whenever any notice
is required to be given under these By-Laws, the
Certificate of Incorporation or by law, a waiver thereof,
signed by the person entitled to notice, whether before
or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such
meeting, except when the person attends a meeting for the
express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of any
regular or special meeting of the shareholders, directors
or a committee of directors need be specified in any
written waiver of notice.
ARTICLE V
OFFICERS:
Section 1. OFFICERS OF THE COMPANY. The officers
of the Company shall be selected by the Board of
Directors and shall be a Chairman of the Board of
Directors, one or more Vice Presidents, a Secretary and a
Treasurer. The Board of Directors may elect a Vice
Chairman, President and a Controller and one or more of
the following: Senior Executive Vice President,
Executive Vice President, Senior Vice President,
Assistant Vice President, Assistant Secretary, Associate
Treasurer, Assistant Treasurer, Associate Controller and
Assistant Controller. Two or more offices may be held by
the same person.
The Company may have a General Counsel who shall be
appointed by the Board of Directors and shall have
general supervision of all matters of a legal nature
concerning the Company, unless the Board of Directors has
also appointed a General Tax Counsel, in which event the
General Tax Counsel shall have general supervision of all
tax matters of a legal nature concerning the Company.
The Company may have a Chief Financial Officer who
shall be appointed by the Board of Directors and shall
have general supervision over the financial affairs of
the Company. The Company may also have a Chief of
Internal Audits who shall be appointed by the Board of
Directors.
Section 2. ELECTION OF OFFICERS. At the first
meeting of the Board of Directors after each annual
meeting of shareholders, the Board of Directors
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shall elect the officers. From time to time the Board of
Directors may elect other officers.
Section 3. TENURE OF OFFICE; REMOVAL. Each officer
shall hold office until the first meeting of the Board of
Directors after the annual meeting of shareholders
following the officer's election and until the officer's
successor is elected and qualified or until the officer's
earlier resignation or removal. Each officer shall be
subject to removal at any time, with or without cause, by
the affirmative vote of a majority of the entire Board of
Directors.
Section 4. CHAIRMAN OF THE BOARD OF DIRECTORS. The
Chairman of the Board of Directors shall be the Chief
Executive Officer of the Company and subject to the
overall direction and supervision of the Board of
Directors and Committees thereof shall be in general
charge of the affairs of the Company; and shall consult
and advise with the Board of Directors and committees
thereof on the business and the affairs of the Company.
The Chairman of the Board of Directors shall have the
power to make and execute contracts on behalf of the
Company and to delegate such power to others.
Section 5. PRESIDENT. The Board of Directors may
select a President who shall have such powers and perform
such duties as may be assigned by the Board of Directors
or by the Chairman of the Board of Directors. In the
absence or disability of the President his or her duties
shall be performed by such Vice Presidents as the
Chairman of the Board of Directors or the Board of
Directors may designate. The President shall also have
the power to make and execute contracts on the Company's
behalf and to delegate such power to others.
Section 6. VICE PRESIDENTS. Each Senior Executive
Vice President, Executive Vice President, Senior Vice
President and Vice President shall have such powers and
perform such duties as may be assigned to the Officer by
the Board of Directors or by the Chairman of the Board of
Directors or the President.
Section 7. SECRETARY. The Secretary shall keep
minutes of all meetings of the shareholders and of the
Board of Directors, and shall keep, or cause to be kept,
minutes of all meetings of Committees of the Board of
Directors, except where such responsibility is otherwise
fixed by the Board of Directors. The Secretary shall
issue all notices for meetings of the shareholders and
Board of Directors and shall have charge of and keep
the seal of the Company and shall affix the seal attested
by the Secretary's signature to such instruments as
may properly require same. The Secretary shall cause
to be kept such books and records as the Board of
Directors, the Chairman of the Board of Directors
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or the President may require; and shall cause to be
prepared, recorded, transferred, issued, sealed and
cancelled certificates of stock as required by the
transactions of the Company and its shareholders. The
Secretary shall attend to such correspondence and such
other duties as may be incident to the office of the
Secretary or assigned by the Board of Directors, the
Chairman of the Board of Directors, or the President.
In the absence of the Secretary, an Assistant
Secretary is authorized to assume the duties herein
imposed upon the Secretary.
Section 8. TREASURER. The Treasurer shall perform
all duties and acts incident to the position of
Treasurer, shall have custody of the Company funds and
securities, and shall deposit all money and other
valuable effects in the name and to the credit of the
Company in such depositories as may be designated by the
Board of Directors. The Treasurer shall disburse the
funds of the Company as may be authorized, taking proper
vouchers for such disbursements, and shall render to the
Board of Directors, whenever required, an account of all
the transactions of the Treasurer and of the financial
condition of the Company. The Treasurer shall vote all
of the stock owned by the Company in any corporation and
may delegate this power to others. The Treasurer shall
perform such other duties as may be assigned to the
Treasurer and shall report to the Chief Financial Officer
or, in the absence of the Chief Financial Officer, to the
Chairman of the Board of Directors.
In the absence of the Treasurer, an Assistant
Treasurer is authorized to assume the duties herein
imposed upon the Treasurer.
Section 9. CONTROLLER. The Board of Directors may
select a Controller who shall keep or cause to be kept in
the books of the Company provided for that purpose a true
account of all transactions and of the assets and liabili
ties of the Company. The Controller shall prepare and
submit to the Chief Financial Officer or, in the absence
of the Chief Financial Officer to the Chairman of the
Board of Directors, such financial statements and
schedules as may be required to keep the Chief Financial
Officer and the Chairman of the Board of Directors
currently informed of the operations and financial
condition of the Company, and perform such other duties
as may be assigned by the Chief Financial Officer or the
Chairman of the Board.
In the absence of the Controller, an Assistant
Controller is authorized to assume the duties herein
imposed upon the Controller.
Section 10. CHIEF OF INTERNAL AUDITS. The
Board of Directors may select a Chief of Internal
Audits, who shall cause to be performed, and have
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general supervision over, auditing activities of the
financial transactions of the Company, including the
coordination of such auditing activities with the
independent accountants of the Company and who shall
perform such other duties as may be assigned to him from
time to time. The Chief of Internal Audits shall report
to the Chief Financial Officer or, in the absence of the
Chief Financial Officer, to the Chairman of the Board of
Directors. From time to time at the request of the Audit
Committee, the Chief of Internal Audits shall inform that
Committee of the auditing activities of the Company.
Section 11. ASSISTANT VICE PRESIDENTS. The Company
may have assistant vice presidents who shall be appointed
by a committee whose membership shall include one or more
executive officers of the Company (the "Committee").
Each such assistant vice president shall have such powers
and shall perform such duties as may be assigned from
time to time by the Committee, the Chairman of the Board
of Directors, the President or any Vice President, and
which are not inconsistent with the powers and duties
granted and assigned by these By-Laws or the Board of
Directors. Assistant vice presidents appointed by the
Committee shall be subject to removal at any time, with
or without cause, by the Committee. Annually the
Committee shall report to the Board of Directors who it
has appointed to serve as assistant vice presidents and
their respective responsibilities.
ARTICLE VI
RESIGNATIONS: FILLING OF VACANCIES:
Section 1. RESIGNATIONS. Any director, member of a
committee, or officer may resign at any time. Such
resignation shall be made in writing and shall take
effect at the time specified therein, and, if no time be
specified, at the time of its receipt by the Chairman of
the Board of Directors or the Secretary. The acceptance
of a resignation shall not be necessary to make it
effective.
Section 2. FILLING OF VACANCIES. If the office
of any director becomes vacant, the directors in office,
although less than a quorum, or, if the number of
directors is increased, the directors in office, may
elect any qualified person to fill such vacancy. In the
case of a vacancy in the office of a director caused by
an increase in the number of directors, the person so
elected shall hold office until the next annual meeting
of shareholders, or until his successor shall be elected
and qualified. In the case of a vacancy in the office
of a director resulting otherwise than from an increase
in the number of directors, the person so elected to
fill such vacancy shall hold office for the unexpired
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term of the director whose office became vacant. If the
office of any officer becomes vacant, the Chairman of the
Board of Directors may appoint any qualified person to
fill such vacancy temporarily until the Board of
Directors elects any qualified person for the unexpired
portion of the term. Such person shall hold office for
the unexpired term and until the officer's successor
shall be duly elected and qualified or until the
officer's earlier resignation or removal.
ARTICLE VII
INDEMNIFICATION:
Section 1. INDEMNIFICATION OF DIRECTORS AND
OFFICERS; INSURANCE. The Company shall indemnify any
person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by
or in the right of the Company) by reason of the fact
that he is or was a director, officer, employee, or agent
of the Company, or is or was serving at the request of
the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or
not opposed to the best interest of the Company, and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea
of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act
in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interest of
the Company, and with respect to any criminal action or
proceeding, had reasonable cause to believe that his
conduct was unlawful.
The Company shall indemnify any person who was
or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by
or in the right of the Company to procure a judgment
in its favor by reason of the fact that he is or was
a director, officer, employee or agent of the Company,
or is or was serving at the request of the Company,
as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably
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believed to be in or not opposed to the best interests of
the Company and except that no indemnification shall be
made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the
Company unless and only to the extent that the Court of
Chancery or the court in which such action or suit was
brought shall determine upon application that, despite
the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem
proper.
To the extent that a director, officer, employee or
agent of the Company has been successful on the merits or
otherwise in defense of any action, suit or proceeding
referred to in the first two paragraphs of this Section
or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him
in connection therewith.
Any indemnification under the first two paragraphs
of this Section (unless ordered by a court) shall be made
by the Company only as authorized in the specific case
upon a determination that indemnification of the
director, officer, employee or agent is proper in the
circumstances because the applicable standard of conduct
set forth in the first two paragraphs of this Section has
been met. Such determination shall be made (1) by the
Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such
action, suit or proceedings, or (2) if such a quorum is
not obtainable, or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal
counsel in a written opinion, or (3) by the shareholders.
Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Company in
advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such
amount unless it shall ultimately be determined that he
is entitled to be indemnified by the Company as
authorized by this Section.
The indemnification and advancement of expenses
provided by or granted pursuant to this Section shall not
be deemed exclusive of any other rights to which those
indemnified or those who receive advances may be entitled
under any By-Law, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action
in his official capacity and as to action in another
capacity while holding such office, and shall continue as
to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
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The Company shall have power to purchase and
maintain insurance on behalf of any person who is or was
a director, officer, employee or agent of the Company, or
is or was serving at the request of the Company as a
director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of
his status as such, whether or not the Company would have
the power to indemnify him against such liability under
the provisions of this Section.
The indemnification and advancement of expenses
provided by, or granted pursuant to, this section shall,
unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit
of the heirs, executors and administrators of such a
person.
ARTICLE VIII
CAPITAL STOCK:
Section 1. FORM AND EXECUTION OF CERTIFICATES. The
certificates of shares of the capital stock of the
Company shall be in such form as shall be approved by the
Board of Directors. The certificates shall be signed by
the Chairman of the Board of Directors or the President,
or a Vice President, and by the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer.
Each certificate of stock shall certify the number of
shares owned by the shareholder in the Company.
A facsimile of the seal of the Company may be used
in connection with the certificates of stock of the
Company, and facsimile signatures of the officers named
in this Section may be used in connection with said
certificates. In the event any officer whose facsimile
signature has been placed upon a certificate shall cease
to be such officer before the certificate is issued, the
certificate may be issued with the same effect as if such
person was an officer at the date of issue.
Section 2. RECORD OWNERSHIPS. All certificates
shall be numbered appropriately and the names of the
owners, the number of shares and the date of issue shall
be entered in the books of the Company. The Company
shall be entitled to treat the holder of record of any
share of stock as the holder in fact thereof and
accordingly shall not be bound to recognize any equitable
or other claim to or interest in any share on the part of
any other person, whether or not it shall have express or
other notice thereof, except as required by the laws of
Delaware.
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Section 3. TRANSFER OF SHARES. Upon surrender to
the Company or to a transfer agent of the Company of a
certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment, or authority
to transfer, it shall be the duty of the Company, if it
is satisfied that all provisions of law regarding
transfers of shares have been duly complied with, to
issue a new certificate to the person entitled thereto,
cancel the old certificate and record the transaction
upon its books.
Section 4. LOST, STOLEN OR DESTROYED STOCK
CERTIFICATES. Any person claiming a stock certificate in
lieu of one lost, stolen or destroyed shall give the
Company an affidavit as to such person's ownership of the
certificate and of the facts which go to prove that it
was lost, stolen or destroyed. The person shall also, if
required by the Board of Directors, give the Company a
bond, sufficient to indemnify the Company against any
claims that may be made against it on account of the
alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate. Any
Vice President or the Secretary or any Assistant
Secretary of the Company is authorized to issue such
duplicate certificates or to authorize any of the
transfer agents and registrars to issue and register such
duplicate certificates.
Section 5. REGULATIONS. The Board of Directors
from time to time may make such rules and regulations as
it may deem expedient concerning the issue, transfer and
registration of shares.
Section 6. TRANSFER AGENT AND REGISTRAR. The Board
of Directors may appoint such transfer agents and
registrars of transfers as may be deemed necessary, and
may require all stock certificates to bear the signature
of either or both.
ARTICLE IX
SEAL:
Section 1. SEAL. The Board of Directors shall
provide a suitable seal containing the name of the
Company, the year of its creation, and the words,
"CORPORATE SEAL, DELAWARE," or other appropriate words.
The Secretary shall have custody of the seal.
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ARTICLE X
FISCAL YEAR:
Section 1. FISCAL YEAR. The fiscal year of the
Company shall be the calendar year.
ARTICLE XI
AMENDMENTS:
Section 1. DIRECTORS MAY AMEND BY-LAWS. The Board
of Directors shall have the power to make, amend and
repeal the By-Laws of the Company at any regular or
special meeting of the Board of Directors.
Section 2. BY-LAWS SUBJECT TO AMENDMENT BY
SHAREHOLDERS. All By-Laws shall be subject to amendment,
alteration, or repeal by the shareholders entitled to
vote at any annual meeting or at any special meeting.
ARTICLE XII
EMERGENCY BY-LAWS:
Section 1. EMERGENCY BY-LAWS. This Article XII
shall be operative during any emergency resulting from an
attack on the United States or on a locality in which the
Company conducts its business or customarily holds
meetings of its Board of Directors or its stockholders,
or during any nuclear or atomic disaster or during the
existence of any catastrophe or other similar emergency
condition, as a result of which a quorum of the Board of
Directors or the Executive Committee thereof cannot be
readily convened (an "emergency"), notwithstanding any
different or conflicting provision in the preceding
Articles of these By-Laws or in the Certificate of
Incorporation of the Company. To the extent not
inconsistent with the provisions of this Article, the By-
Laws provided in the preceding Articles and the
provisions of the Certificate of Incorporation of the
Company shall remain in effect during such emergency, and
upon termination of such emergency, the provisions of
this Article XII shall cease to be operative.
Section 2. MEETINGS. During any emergency, a
meeting of the Board of Directors, or any committee thereof,
may be called by any officer or director of the Company.
Notice of the time and place of the meeting shall be given
by any available means of communication by the person calling
the meeting to such of the directors and/or Designated
Officers, as defined in Section 3 hereof, as it may be
feasible to reach. Such notice shall be given at such time
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in advance of the meeting as, in the judgment of the
person calling the meeting, circumstances permit.
Section 3. QUORUM. At any meeting of the Board of
Directors, or any committee thereof, called in accordance
with Section 2 of this Article XII, the presence or
participation of two directors, one director and a
Designated Officer or two Designated Officers shall
constitute a quorum for the transaction of business.
The Board of Directors or the committees thereof, as
the case may be, shall, from time to time but in any
event prior to such time or times as an emergency may
have occurred, designate the officers of the Company in a
numbered list (the "Designated Officers") who shall be
deemed, in the order in which they appear on such list,
directors of the Company for purposes of obtaining a
quorum during an emergency, if a quorum of directors
cannot otherwise be obtained.
Section 4. BY-LAWS. At any meeting called in
accordance with Section 2 of this Article XII, the Board
of Directors or the committees thereof, as the case may
be, may modify, amend or add to the provisions of this
Article XII so as to make any provision that may be
practical or necessary for the circumstances of the
emergency.
Section 5. LIABILITY. No officer, director or
employee of the Company acting in accordance with the
provisions of this Article XII shall be liable except for
willful misconduct.
Section 6. REPEAL OR CHANGE. The provisions of
this Article XII shall be subject to repeal or change by
further action of the Board of Directors or by action of
the shareholders, but no such repeal or change shall
modify the provisions of Section 5 of this Article XII
with regard to action taken prior to the time of such
repeal or change.
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