Exhibit 3(2)
DYNCORP BY-LAWS 5/26/93
ARTICLE I
Office
Section 1. The registered office of the Corporation shall be in
the City of Wilmington, County of New Castle, State of Delaware,
and the name of the resident agent is The Company Corporation.
Section 2. The Corporation may also have offices in the Reston
area of Fairfax County, Commonwealth of Virginia, and at such
other places either within or without the State of Delaware as
the Board of Directors may from time to time determine or the
business of the Corporation may require.
ARTICLE II
Stockholders' Meetings
Section 1. All meetings of the stockholders for the election of
directors shall be held at the office of the Corporation in the
Reston area of Fairfax County, Virginia, or at such other place
either within or without the State of Delaware as may be fixed
from time to time by the Board of Directors and stated in the
notice of the meeting. Meetings of stockholders for any other
purpose may be held at such place and time as shall be stated in
the notice of the meeting or in a duly executed waiver of notice
thereof.
Section 2. An annual meeting of stockholders shall be held on
the second Monday of May in each year if not on a legal holiday,
and if a legal holiday then on the next secular day following, at
1:30 p.m. or at such other date and/or time as shall be designat-
ed by the Board of Directors and stated in the notice of meeting,
at which they shall elect directors by a plurality vote and
transact such other business as may properly be brought before
the meeting.
Section 3. Written notice of the annual meeting or any special
meeting shall be served upon or mailed to each stockholder
entitled to vote thereat at such address as appears on the books
of the Corporation, except as provided by the statutes or these
By-Laws, at least ten days prior to the meeting.
Section 4. At least ten days before every election of directors,
a complete list of stockholders entitled to vote at said elec-
tion, arranged in alphabetical order, with the address of each
and the number of voting shares held by each, shall be prepared
by the Secretary. Such list shall be open at the place where the
election is to be held, during ordinary business hours, for said
ten days, to the examination of any stockholder for any purpose
germane to the meeting, and shall be produced and kept at the
time and place of election during the whole time thereof and
subject to the inspection of any stockholder who may be present.
Section 5. Special meetings of the stockholders, for any purpose
or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of
the Board or the President and shall be called by the President
or Secretary at the request in writing of a majority of the Board
of Directors or at the request in writing of stockholders owning
a majority in amount of the entire capital stock of the Corpora-
tion issued and outstanding and entitled to vote. Such request
shall state the purpose or purposes of the proposed meeting.
Section 6. Business transacted at all special meetings shall be
confined to the objects stated in the notice.
Section 7. The holders of at least one-third of the stock issued
and outstanding and entitled to vote thereat, present in person
or represented by proxy, shall be requisite and shall constitute
a quorum at all meetings of the stockholders for the transaction
of business except as otherwise provided by statute, the Certifi-
cate of Incorporation, or these By-Laws. If, however, such
quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present
in person or represented by proxy, shall have power to adjourn
the meeting from time to time, without notice other than an-
nouncement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall
be present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified.
If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting,
a notice of the adjourned meeting shall be given to each stock-
holder of record entitled to vote at the meeting.
Section 8. When a quorum is present at any meeting, the vote of
the holders of a majority of the stock having voting power
present in person or represented by proxy and voting thereon
shall decide any question brought before such meeting, unless the
question is one upon which by express provision of the statutes
or the Certificate of Incorporation, or these By-Laws, a differ-
ent vote is required, in which case such express provision shall
govern and control the decision of such question.
Section 9. At any meeting of the stockholders, every stockholder
having the right to vote thereat shall be entitled to vote in
person or by proxy appointed by an instrument in writing sub-
scribed by such stockholder and bearing a date not more than
three years prior to said meeting, unless said instrument pro-
vides for a longer period. Each stockholder shall have one vote
for each share of stock having voting power, registered in his
name on the books of the Corporation, and except where the
transfer books of the Corporation shall have been closed or a
date shall have been fixed as a record date for the determination
of its stockholders entitled to vote, no share of stock shall be
voted on at any election of directors which shall have been
transferred on the books of the Corporation within twenty days
next preceding such election of directors. At the elections of
directors of the Corporation, each stockholder having voting
power shall be entitled to exercise the right of cumulative
voting, if any, as provided in the Certificate of Incorporation.
Section 10. Unless otherwise provided by the statutes or the
Certificate of Incorporation, whenever the vote of stockholders
is required or permitted to be taken in connection with any
corporate action, the meeting and vote of stockholders may be
dispensed with, if the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to
authorize or take such action if such meeting and vote were held
shall consent in writing to such corporate action being taken.
Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to
those stockholders who have not consented in writing.
ARTICLE III
Directors
Section 1. Subject to the provision of the Certificate of
Incorporation, the number of directors of the Corporation shall
not be less than nine (9), nor more than twelve (12), the exact
number of directors to be determined from time to time by resolu-
tion of a majority of the whole Board of Directors, and such
exact number shall be nine (9) until otherwise determined by
resolution adopted by affirmative vote of a majority of the whole
Board of Directors. As used in these By-Laws, the term "whole
Board" means the total number of directors which the Corporation
would have if there were no vacancies. The Board of Directors
shall be divided into three classes, as nearly equal in number as
the then-total number of directors constituting the whole Board
permits, with the term of office of one class expiring each year.
The initial term of directors of the first class shall expire at
the next succeeding annual meeting, the initial term of directors
of the second class shall expire at the second succeeding annual
meeting, and the initial term of directors of the third class
shall expire at the third succeeding annual meeting. Thereafter
at the conclusion of each term, each class of nominated directors
shall stand for election for a three-year term. If the number of
directors is changed, any increase or decrease shall be appor-
tioned among the classes so as to maintain the number of direc-
tors in each class as nearly equal as possible, and any addition-
al director of any class elected to fill a vacancy resulting from
an increase in such class shall hold office for a term that shall
coincide with the remaining term of that class, but in no case
will a decrease in the number of directors shorten the term of
any incumbent director. A director shall hold office until the
annual meeting for the year in which his term expires and until
his successor shall be elected and shall qualify, subject,
however, to prior death, resignation, retirement, disqualifica-
tion or removal from office; provided further that the policy
regarding mandatory retirement of directors shall be as estab-
lished by a majority of the whole Board of Directors, and any
incumbent director reaching any mandatory retirement age last
established prior to his most recent election to the Board of
Directors shall be eligible to serve only through the date he
attains such mandatory retirement age (regardless of the remain-
ing term of such incumbent director's class).
Section 2. Any vacancy on the Board of Directors that results
from an increase in the number of directors may be filled by a
majority of the whole Board of Directors, and any other vacancy
occurring in the Board of Directors may be refilled by a majority
of the whole Board of Directors, although less than a quorum, or
by a sole remaining director. Any director elected to fill a
vacancy not resulting from an increase in the number of directors
shall have the same remaining term as that of his predecessor.
Section 3. The property, business, and affairs of the Corpora-
tion shall be managed by or under the direction of its Board of
Directors, which may exercise all such powers of the Corporation
and do all such lawful acts and things as are not by statute, the
Certificate of Incorporation, or these By-Laws directed or
required to be exercised or done by the stockholders.
Committees of Directors
Section 4. The Board of Directors at its first meeting after
each annual meeting of the stockholders shall designate three or
more of its members, to include the Chairman of the Board and the
Chief Executive Officer, if the Chief Executive Officer is a
member of the Board of Directors, who shall constitute the
Executive Committee of the Board of Directors. The Executive
Committee shall have and may exercise all of the powers of the
Board of Directors as may be lawfully delegated in the management
of the business and affairs of the Corporation and shall have the
power to authorize the seal of the Corporation to be affixed to
all papers which may require it. The Board of Directors may
designate one or more of its members as alternate members of the
Executive Committee, who may replace any absent or disqualified
member at any meeting of the Executive Committee. In the absence
or disqualification of a member of the Executive Committee, the
member or members thereof present at any meeting and not disqual-
ified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board of Directors
to act at the meeting in the place of any such absent or disqual-
ified member; provided however, that in no event shall the
Executive Committee have the authority to consider or act upon
matters concerning United States Government security.
Section 5. The Board of Directors may, by resolution or resolu-
tions passed by a majority of the whole Board, designate one or
more additional committees consisting of two or more of the
directors of the Corporation. Such additional committee or
committees shall have and may exercise such powers and shall have
such names as are provided in said resolution or resolutions.
Section 6. The committees shall keep regular minutes of their
proceedings and report the same to the Board when required.
Advisory Directors
Section 7. The Board of Directors may appoint advisory directors
whose experience and knowledge would be useful to the Board, said
advisory directors to be former members of the Board or current
stockholders. Such advisory directors shall be no more than four
in number and shall serve at the pleasure of the Board, with
terms expiring as of each annual meeting of stockholders. Adviso-
ry directors shall be given notice of and may attend meetings of
the Board of Directors but shall not be considered members of
the Board of Directors. Advisory directors shall have no right
to vote and shall not be counted in determining whether a quorum
is present at any meeting. Advisory directors shall not be
charged with responsibilities, nor shall they be subject to the
liabilities of directors. An advisory director may be appointed
as an advisory member of any committee of the Board.
Compensation of Directors and Advisory Directors
Section 8. Directors or advisory directors, as such, shall not
receive any stated salary for their services but, by resolution
of the Board, may be allowed an annual retainer fee and/or a
fixed sum for attendance at each regular or special meeting of
the Board, together with any expenses of attendance; provided
that nothing herein contained shall be construed to preclude any
director or advisory director from serving the Corporation in any
other capacity and receiving compensation therefor.
Section 9. Members of special or standing committees may, by
resolution of the Board, be allowed an annual retainer fee and/or
a fixed sum for attending committee meetings, together with any
expenses of attendance.
Meetings of the Board
Section 10. The first meeting of the Board after each annual
meeting of stockholders shall be held at such time and place
either within or without the State of Delaware as shall be fixed
by the vote of the stockholders at the annual meeting or by the
Board of Directors prior to the annual meeting, and no notice of
such meeting shall be necessary to the newly elected directors in
order legally to constitute the meeting, provided a quorum shall
be present, or they may meet at such place and time as shall be
fixed by the consent in writing of all the directors.
Section 11. Regular meetings of the Board may be held without
notice at such time and place either within or without the State
of Delaware as shall from time to time be determined by the
Board.
Section 12. Special meetings of the Board may be called by the
Chairman of the Board or by the President on one day's notice to
each director, either personally or by mail or by telegram;
special meetings shall be called by the Chairman of the Board or
the President or the Secretary in like manner and on like notice
on the written request of two directors.
Section 13. At all meetings of the Board, the presence of four
directors, or, if fewer, a majority of the whole Board, shall be
necessary and sufficient to constitute a quorum for the transac-
tion of business, and the act of a majority of the directors
present at any meeting at which there is a quorum shall be the
act of the Board of Directors, except as otherwise specifically
provided by statute, the Certificate of Incorporation, or these
By-Laws. If a quorum shall not be present at any meeting of
directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 14. Unless otherwise restricted by the Certificate of
Incorporation or these By-Laws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if all members
of the Board or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes
of proceedings of the Board or committee.
Section 15. Unless otherwise restricted by the Certificate of
Incorporation or these By-Laws, members of the Board of Direc-
tors, or any committee, may participate in a meeting of the Board
of Directors, or any committee, by means of conference telephone
or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at
the meetings.
ARTICLE IV
Reimbursement and Indemnification of
Officers, Directors, and Advisory Directors
Section 1. The Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative, arbitrative, or investigative (other
than an action by or in the right of the Corporation) by reason
of the fact that he is or was or has agreed to become a director,
advisory director, officer, employee, or agent of the Corpora-
tion, or is or was serving or has agreed to serve at the request
of the Corporation as a director, advisory director, officer,
employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, or by reason of any action
alleged to have been taken or omitted in such capacity, against
costs, charges, expenses (including attorneys' fees), judgments,
fines, and amounts paid in settlement actually and reasonably
incurred by him or on his behalf in connection with such action,
suit, or proceeding and any appeal therefrom, if he acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of
any action, suit, or proceeding by judgment, order, settlement,
or conviction, or upon a plea of nolo contendere or its equiva-
lent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the
Corporation or, with respect to any criminal action or proceed-
ing, had reasonable cause to believe that his conduct was unlaw-
ful.
Section 2. The Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened,
pending, or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the
fact that he is or was or has agreed to become a director,
advisory director, officer, employee, or agent of the Corpora-
tion, or is or was serving or has agreed to serve at the request
of the Corporation as a director, advisory director, officer,
employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, or by reason of any action
alleged to have been taken or omitted in such capacity, against
costs, charges, and expenses (including attorneys' fees) actually
and reasonably incurred by him or on his behalf in connection
with the defense or settlement of such action or suit and any
appeal therefrom, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the Corporation, 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 Corporation unless
and only to the extent that the Court of Chancery of Delaware or
the court in which such action or suit was brought shall deter-
mine upon application that, despite the adjudication of such
liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such
costs, charges, and expenses which the Court of Chancery or such
other court shall deem proper.
Section 3. Notwithstanding the other provisions of these By-
Laws, to the extent that a director, advisory director, officer,
employee, or agent of the Corporation has been successful on the
merits or otherwise, including, without limitation, the dismissal
of an action without prejudice, in defense of any action, suit,
or proceeding referred to in this Article IV or in defense of any
claim, issue, or matter therein, he shall be indemnified against
all costs, charges, and expenses (including attorneys' fees)
actually and reasonably incurred by him or on his behalf in
connection therewith.
Section 4. Any indemnification under these By-Laws (unless
ordered by a court) shall be made by the Corporation unless a
determination is made that indemnification of the director,
advisory director, officer, employee, or agent is not proper in
the circumstances, because he has not met the applicable standard
of conduct set forth in these By-Laws. Such determination may 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 proceeding, 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 stockholders.
Section 5. Costs, charges, and expenses (including attorneys'
fees) incurred by a person referred to in this Article IV in
defending a civil or criminal action, suit, or proceeding shall
be paid by the Corporation in advance of the final disposition of
such action, suit, or proceeding; provided, however, that the
payment of such costs, charges, and expenses incurred by a
director, advisory director, or officer in his capacity as a
director, advisory director, or officer (and not in any other
capacity in which service was or is rendered while a director,
advisory director, or officer) in advance of the final disposi-
tion of such action, suit, or proceeding shall be made only upon
receipt of an undertaking by or on behalf of the director,
advisory director, or officer to repay all amounts so advanced in
the event that it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in
this Article IV. Such costs, charges, and expenses incurred by
other employees and agents maybe so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.
The Board of Directors may, in the manner set forth above, and
upon approval of such director, advisory director, officer,
employee, or agent of the Corporation, authorize the Corporatio-
n's counsel to represent such person in any action, suit, or
proceeding, whether or not the Corporation is a party to such
action, suit, or proceeding.
Section 6. Any indemnification or advance of costs, charges, and
expenses under these By-Laws shall be made promptly, and in any
event within 60 days, upon the written request of the director,
advisory director, officer, employee, or agent. The right to
indemnification or advances as granted by these By-Laws shall be
enforceable by the director, advisory director, officer, employ-
ee, or agent in any court of competent jurisdiction, if the
Corporation denies such request, in whole or in part, or if no
disposition thereof is made within 60 days. Such person's costs
and expenses incurred in connection with successfully establish-
ing his right to indemnification, in whole or in part, in any
such action shall also be indemnified by the Corporation. It
shall be a defense to any such action (other than an action
brought to enforce a claim for the advance of costs, charges, and
expenses under Section 5 of this Article IV where the required
undertaking, if any, has been received by the Corporation) that
the claimant has not met the standard of conduct set forth in
these By-Laws, but the burden of proving such defense shall be on
the Corporation. Neither the failure of the Corporation (includ-
ing its Board of Directors, its independent legal counsel, and
its stockholders) to have made a determination prior to the
commencement of such action that the indemnification of the
claimant is proper in the circumstances, because he has met the
applicable standard of conduct set forth in these By-Laws, or the
fact that there has been an actual determination by the Corpora-
tion (including its Board of Directors, its independent legal
counsel, and its stockholders) that the claimant has not met such
applicable standard of conduct, shall be a defense to the action
or create a presumption that the claimant has not met the appli-
cable standard of conduct.
Section 7. The rights of indemnity provided in these By-Laws
shall not be deemed exclusive, and the Corporation may, by
contract, the Certificate of Incorporation, vote of stockholders
or disinterested directors, or otherwise, further indemnify
directors, advisory directors, officers, employees, or agents of
the Corporation to the full extent permitted under the laws of
the State of Delaware or any other applicable laws, now or
hereafter in effect, both as to matters in such person's official
capacity and as to action in another capacity while holding such
office, and the provisions of these By-Laws shall inure to the
benefit of a person who has ceased to be a director, advisory
director, officer, employee, or agent and to the benefit of the
heirs, executors, and administrators of such a person. All
rights to indemnification under these By-Laws shall be deemed to
be a contract between the Corporation and each director, advisory
director, officer, employee, or agent of the Corporation who
serves or served in such capacity at any time while these By-Laws
are in effect. Any repeal or modification of these By-Laws or
any repeal or modification of relevant provisions of the Delaware
General Corporation Law or any other applicable laws shall not in
any way diminish any rights to indemnification of such director,
advisory director, officer, employee, or agent or the obligations
of the Corporation arising hereunder.
Section 8. The foregoing rights shall be available in respect of
any claim, action, suit, or proceeding whether or not based upon
matters which antedate the adoption or amendment of these By-
Laws.
Section 9. If this Article IV or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction,
then the Corporation shall nevertheless indemnify each director,
advisory director, officer, employee, and agent of the Corpora-
tion as to costs, charges, expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement with respect to
any action, suit, or proceeding, whether civil, criminal, admin-
istrative, arbitrative, or investigative, including an action by
or in the right of the Corporation, to the full extent permitted
by any applicable portion of these By-Laws that shall not have
been so invalidated and to the full extent permitted by applica-
ble law.
ARTICLE V
Notices
Section 1. Whenever, under the provisions of the statutes, the
Certificate of Incorporation, or these By-Laws, notice is re-
quired to be given to any director or stockholder, it shall not
be construed solely to mean personal notice, but such notice may
be given in writing, by mail, by depositing the same in a post
office or letter box, in a post-paid sealed wrapper, addressed to
such director or stockholder at such address as appears on the
books of the Corporation and such notice shall be deemed to be
given at the time when the same shall be thus mailed.
Section 2. Whenever any notice is required to be given under the
provisions of the statutes, the Certificate of Incorporation, or
these By-Laws, a waiver thereof in writing signed by the person
or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent thereto.
ARTICLE VI
Officers
Section 1. The officers of the Corporation shall be chosen by
the Directors and shall include a Chairman of the Board, a
President, a Vice President, a Secretary, a Treasurer and a
General Auditor. The Board of Directors may also choose one or
more Executive Vice Presidents, one or more Senior Vice Presi-
dents, and additional Vice Presidents, and the Board of Directors
or the Chief Executive Officer may also choose one or more
Assistant Vice Presidents, Assistant Secretaries, and Assistant
Treasurers. Two or more offices may be held by the same person,
unless the Certificate of Incorporation or these By-Laws other-
wise provide.
Section 2. The Board of Directors at its first meeting after
each annual meeting of the stockholders shall choose a Chairman
of the Board from its members, and a President, one or more Vice
Presidents, a Secretary, and a Treasurer, none of whom need be a
member of the Board.
Section 3. The Board may appoint such other officers and agents
as it shall deem necessary, who shall hold their offices for such
terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board.
Section 4. The salaries of all officers, other than assistant
officers, of the Corporation shall be fixed by the Board of
Directors.
Section 5. The officers of the Corporation shall hold office
until their successors are chosen and qualify in their stead.
Any officer elected or appointed by the Board of Directors may be
removed at any time by the affirmative vote of a majority of the
whole Board of Directors. If any office becomes vacant for any
reason, the vacancy may be filled as provided above.
The Chairman of the Board
Section 6. The Chairman of the Board shall preside at all
meetings of the stockholders, Board of Directors, and Executive
Committee and shall be ex-officio a member of all of the standing
committees, excepting, however, such Audit Committee or Commit-
tees as may be established by the Board of Directors from time to
time. He shall see that all votes and resolutions of the Board
are carried into effect. He shall also perform such other duties
as may from time to time be assigned to him by the Board of
Directors or the Executive Committee.
The President and Chief Executive Officer
Section 7. The President shall be the Chief Executive Officer of
the Corporation. He shall report to the Board of Directors and
shall have active and general charge and control of all affairs
of the Corporation. He may execute bonds, mortgages, and other
contracts requiring a seal, under the seal of the Corporation,
except where required by law to be otherwise signed and executed
and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other
officer or agent of the Corporation. He shall also perform such
other duties as the Executive Committee or the Board of Directors
shall prescribe.
Vice Presidents
Section 8. The Executive Vice President shall, subject to the
direction of the President, be responsible for the operations of
the Corporation. He shall, in the absence or disability of the
President, perform the duties and exercise the powers of the
President and shall perform such other duties as the President,
the Executive Committee, or the Board of Directors may prescribe.
Section 9. The Senior Vice Presidents shall perform such duties
as the President, the Executive Committee, the Board of Direc-
tors, or the Executive Vice President to whom they may report
shall prescribe.
Section 10. The Vice Presidents shall perform such duties as the
President, the Executive Committee, the Board of Directors, or
the Executive Vice President or any Senior Vice President to whom
they may report directly or indirectly may prescribe.
The Secretary and Assistant Secretaries
Section 11. The Secretary shall attend all sessions of the Board
and all meetings of the stockholders and record all votes and the
minutes of proceedings in a book to be kept for that purpose and
shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the Board of
Directors, and in his capacity as Secretary shall perform such
other duties as may be prescribed by the Board of Directors, the
Executive Committee, the Chairman of the Board, or the President.
He shall keep in a safe custody the seal of the Corporation and,
when authorized by the Board, affix the same to any instrument
requiring it, and, when so affixed, it shall be attested by his
signature or by the signature of the Treasurer or an Assistant
Secretary or an Assistant Treasurer or such other officer who may
be so authorized by the Board of Directors.
Section 12. The Assistant Secretaries in the order designated
from time to time by the Secretary shall, in the absence or
disability of the Secretary, perform the duties and exercise the
powers of the Secretary and shall perform such other duties as
the Board of Directors shall prescribe.
The Treasurer and Assistant Treasurers
Section 13. The Treasurer shall have the custody of the corpo-
rate funds and securities and shall deposit all monies and other
valuable effects in the name and to the credit of the Corporation
in such depositories as may be designated by the Executive
Committee or the Board of Directors.
Section 14. He shall disburse the funds of the Corporation as
may be ordered by the Executive Committee or the Board, taking
proper vouchers for such disbursements, and shall render to the
President and the Board of Directors, at the regular meetings of
the Board or whenever they may require it, an account of all his
transactions as Treasurer and of the financial condition of the
Corporation.
Section 15. If required by the Board of Directors, he shall give
the Corporation a bond (which shall be renewed every six years)
in such sum and with such surety or sureties as shall be satis-
factory to the Board for the faithful performance of the duties
of his office and for the restoration to the Corporation in case
of his death, resignation, retirement, or removal from office, of
all books, papers, vouchers, money, and other property of whatev-
er kind in his possession or under his control belonging to the
Corporation.
Section 16. The Assistant Treasurers in the order of their
seniority shall, in the absence or disability of the Treasurer,
perform the duties and exercise the powers of the Treasurer and
shall perform such other duties as the Executive Committee or the
Board of Directors shall prescribe.
General Auditor
Section 17. The General Auditor shall, subject to guidance from
the Audit Committee of the Board of Directors, organize and
maintain an effective audit program for the Corporation, includ-
ing coordination of the internal audit activities of the Corpora-
tion with those of the independent public accountants who are
called upon to certify the Corporation's annual financial state-
ments. The scope of the audit shall encompass all of the manage-
rial, administrative, financial, and operational functions of the
Corporation.
ARTICLE VI
Certificates of Stock
Section 1. The certificates of stock of the Corporation shall be
numbered and shall be entered in 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 Chairman of the Board or the
President or a Vice President and by the Treasurer or an Assis-
tant Treasurer or the Secretary or an Assistant Secretary. In
case any officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent, or regis-
trar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer,
transfer agent, or registrar at the date of issuance. Any of or
all the signatures on the certificate may be a facsimile.
Transfer of Stock
Section 2. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly en-
dorsed or accompanied by proper evidence of succession, assign-
ment, or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction
upon its books.
Closing of Transfer Books
Section 3. The Board of Directors shall have the power to close
the stock transfer books of the Corporation for a period not
exceeding sixty days preceding the date of any meeting of stock-
holders or the date for payment of any dividend or the date for
the allotment of rights or the date when any change or conversion
or exchange of capital stock shall go into effect or for a period
not exceeding sixty days in connection with obtaining the consent
of stockholders for any purpose; provided, however, that in lieu
of closing the stock transfer books as aforesaid, the Board of
Directors may fix in advance a date, not exceeding sixty days
preceding the date of any meeting of stockholders, or the date
for the payment of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or exchange of
capital stock shall go into effect or a date in connection with
obtaining such consent, as a record date for the determination of
the stockholders entitled to notice of, and to vote at, any such
meeting, and any adjournment thereof, or entitled to receive
payment of any such dividend, or any such allotment or rights, or
to exercise the rights in respect of any such change, conversion,
or exchange of capital stock or to give such consent, and in such
case such stockholders and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to
such notice of, and to vote at, such meeting and any adjournment
thereof, or to receive payment of such dividend, or to receive
such allotment of rights, or to exercise such rights, or to give
such consent, as the case may be, notwithstanding any transfer of
any stock on the books of the Corporation after any such record
date fixed as aforesaid.
Registered Stockholders
Section 4. 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
equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by
the laws of Delaware.
Lost Certificate
Section 5. The Board of Directors may direct a new certificate
or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to
have been lost or destroyed, upon the making of an affidavit of
that fact by the person claiming the certificate of stock to be
lost or destroyed. When authorizing such issue of a new certifi-
cate or certificates, the Board of Directors may, in its discre-
tion and as a condition precedent to the issuance thereof,
require the owner of such lost or destroyed certificate or
certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or give the Corporation a
bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the
certificate alleged to have been lost or destroyed.
ARTICLE VII
General Provisions
Dividends
Section 1. Dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or
special meeting, pursuant to law. Dividends may be paid in cash,
in property, or in shares of the capital stock, subject to the
provisions of the Certificate of Incorporation.
Section 2. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends
such sum or sums as the Board of Directors, from time to time in
its absolute discretion, thinks proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation, or for such other
purpose as the Board shall think conducive to the interest of the
Corporation, and the Board may modify or abolish any such reserve
in the manner in which it was created.
Directors' Annual Statement
Section 3. The Board of Directors shall present at each annual
meeting, and when called for by vote of the stockholders at any
special meeting of the stockholders, a full and clear statement
of the business and condition of the Corporation.
Checks
Section 4. All checks or demands for money 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.
Fiscal Year
Section 5. The fiscal year shall begin the first day of January
in each year.
Seal
Section 6. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its organization, and the
words "Corporate Seal, Delaware", and said seal may be used by
causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
ARTICLE VIII
Amendments
Section 1. These By-Laws may be altered, amended, or repealed at
any regular meeting of the stockholders or at any special meeting
of the stockholders at which a quorum is present or represented,
provided notice of the proposed alteration, amendment, or repeal
be contained in the notice of such special meeting, by the
affirmative vote of a majority of the stock entitled to vote at
such meeting and present or represented thereat, or by the
affirmative vote of a majority of the Board of Directors at any
regular meeting of the Board or at any special meeting of the
Board if notice of the proposed alteration or repeal be contained
in the notice of such special meeting.