Exhibit 3-B
BY-LAWS
OF
FORD MOTOR COMPANY
ARTICLE I
OFFICES
The registered office of the Company shall be in the City of
Wilmington, County of New Castle, State of Delaware. The Company
may also have an office in the City of Dearborn, State of
Michigan, and at such other places as the Board of Directors may
from time to time determine or as the business of the Company may
require. The books and records of the Company may be kept
(except as otherwise provided by law) at the office of the
Company in the City of Dearborn, State of Michigan, outside of
the State of Delaware, or at such other places as from time to
time may be determined by the Board of Directors.
ARTICLE II
STOCKHOLDERS
Section 1. Annual Meeting.
The annual meeting of the stockholders for the purpose of
electing directors and of transacting such other business as may
come before it shall be held in the City of Detroit, State of
Michigan, unless otherwise determined by the Board of Directors,
on the second Thursday of May in each and every year, if not a
legal holiday, and if a legal holiday then on the next day not a
legal holiday. The Board of Directors shall, by resolution duly
adopted, fix the place within the City of Detroit, Michigan, or
elsewhere if so determined, and the time for the holding of each
such meeting. At least twenty (20) days' notice shall be given
to each stockholder entitled to vote at such meeting of the place
and time so fixed.
Section 2. Special Meetings.
Special meetings of the stockholders shall be held at the
office of the Company in the City of Dearborn, State of Michigan,
unless otherwise determined by resolution of the stockholders or
of the Board of Directors, whenever called in the manner required
by law for purposes as to which there are special statutory
provisions, and for other purposes whenever called by the
Chairman of the Board of Directors, a Vice Chairman of the Board
of Directors or the President, or by resolution of the Board of
Directors, and whenever the holders of thirty percent (30%) or
more of the total number of outstanding shares of any class of
stock the holders of which are entitled to vote on every matter
that is to be voted on without regard to class at such meeting
shall file with the Secretary a written application for such
meeting stating the time and purpose thereof.
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Section 3. Notice of Meetings.
Except as otherwise provided by law, at least twenty (20)
days' notice of stockholders' meetings stating the time and place
and the objects thereof shall be given by the Chairman of the
Board of Directors, a Vice Chairman of the Board of Directors,
the President or the Secretary to each stockholder of record
having voting power in respect of the business to be transacted
thereat. No business other than that stated in the notice shall
be transacted at any meeting.
Section 4. Quorum.
At any meeting of the stockholders the number of shares the
holders of which shall be present or represented by proxy in
order to constitute a quorum for, and the votes that shall be
necessary for, the transaction of any business shall be as
expressly provided in Article FOURTH of the Certificate of
Incorporation, as amended. At any meeting of stockholders at
which a quorum is not present, the holders of shares entitled to
cast a majority of all of the votes (computed, in the case of
each share of Class B Stock, as provided in subsection 1.3 of
said Article FOURTH) which could be cast at such meeting by the
holders of outstanding shares of stock of the Company who are
present in person or by proxy and who are entitled to vote on
every matter that is to be voted on without regard to class at
such meeting may adjourn the meeting from time to time.
Section 5. Organization.
The Chairman of the Board of Directors shall act as chairman
of meetings of the stockholders. The Board of Directors may
designate any other officer or director of the Company to act as
chairman of any meeting in the absence of the Chairman of the
Board of Directors, and the Board of Directors may further
provide for determining who shall act as chairman of any
stockholders meeting in the absence of the Chairman of the Board
of Directors and such designee.
The Secretary of the Company shall act as secretary of all
meetings of the stockholders, but in the absence of the Secretary
the presiding officer may appoint any other person to act as
secretary of any meeting.
Section 6. Proxies and Voting.
Every stockholder entitled to vote at any meeting may vote
in person, or by proxy appointed by an instrument in writing,
subscribed by such stockholder or by his or her duly authorized
attorney, and filed with the Secretary before being voted on, but
no proxy shall be voted after three years from its date unless
such proxy provides expressly for a longer period. Shares of the
Company's stock belonging to the Company shall not be voted upon
directly or indirectly.
Section 7. Stock Lists.
A complete list of stockholders entitled to vote at any
meeting of stockholders shall be prepared, in alphabetical order
by class, by the Secretary and shall be open to the examination
of any stockholder, at the
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place where the meeting is to be held, for at least ten days before the
meeting and during the whole time of the meeting.
Section 8. Ratification.
Any transaction questioned in any stockholders' derivative
suit, or any other suit to enforce alleged rights of the Company
or any of its stockholders, on the ground of lack of authority,
defective or irregular execution, adverse interest of any
director, officer or stockholder, nondisclosure, miscomputation
or the application of improper principles or practices of
accounting may be approved, ratified and confirmed before or
after judgment by the Board of Directors or by the holders of
Common Stock and the holders of Class B Stock voting as provided
in subsection 1.6 of Article FOURTH of the Certificate of
Incorporation, as amended, and, if so approved, ratified or
confirmed, shall have the same force and effect as if the
questioned transaction had been originally duly authorized, and
said approval, ratification or confirmation shall be binding upon
the Company and all of its stockholders and shall constitute a
bar to any claim or execution of any judgment in respect of such
questioned transaction.
Section 9. Judges.
All votes by ballot at any meeting of stockholders shall be
conducted by two judges appointed for the purpose either by the
directors or by the meeting. The judges shall decide upon the
qualifications of voters, count the votes and declare the result.
ARTICLE III
BOARD OF DIRECTORS
Section 1. Number, Term of Office and Eligibility.
Except as provided by the laws of the State of Delaware or
by the Certificate of Incorporation, as amended, the business and
the property of the Company shall be managed by or under the
direction of a Board of not less than fifteen and not more than
twenty-two directors, the exact number of which shall be fixed
from time to time by resolution of the Board. Each director
shall be elected annually by ballot by the holders of Common
Stock and the holders of Class B Stock voting as provided in
subsection 1.6 of Article FOURTH of the Certificate of
Incorporation, as amended, at the annual meeting of stockholders,
to serve until his or her successor shall have been elected and
shall have qualified, except as provided in this Section. No
person may be elected or re-elected a director of the Company if
at the time of his or her election or re-election he or she shall
have attained the age of seventy years, and the term of any
director who shall have attained such age while serving as a
director shall terminate as of the time of the first annual
meeting of stockholders following his or her seventieth birthday;
provided, however, that the Board by resolution may waive such
age limitation in any year and from year to year with respect to
any director or directors.
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Section 2. Meetings.
The directors may hold their meetings outside of the State
of Delaware, at the office of the Company in the City of
Dearborn, State of Michigan, or at such other place as from time
to time they may determine.
The annual meeting of the Board of Directors, for the
election of officers and the transaction of other business, shall
be held at the World Headquarters of the Company in Dearborn,
Michigan, on the same day as, and as soon as practicable
following, the annual meeting of stockholders, or at such other
time or place as shall be determined by the Board at its regular
meeting next preceding said annual meeting of stockholders. No
notice of said annual meeting of the Board shall be required to
be given to the directors.
Regular meetings of the Board of Directors may be held at
such time and place as shall from time to time be determined by
the Board.
Special meetings of the Board of Directors shall be held
whenever called by direction of the Chairman of the Board of
Directors, a Vice Chairman of the Board of Directors or the
President or by one-third of the directors then in office.
Section 3. Notice of Meetings.
The Secretary or an Assistant Secretary shall give notice of
the time and place of holding of meetings of the Board of
Directors (excepting the annual meeting of directors) by mailing
such notice not later than during the second day preceding the
day on which such meeting is to be held, or by sending a
cablegram, facsimile transmission, mailgram, radiogram, telegram
or other form of recorded communication containing such notice or
delivering such notice personally or by telephone not later than
during the first day preceding the day on which such meeting is
to be held to each director. Unless otherwise stated in the
notice thereof any and all business may be transacted at any
meeting.
Section 4. Quorum and Organization of Meetings.
A third of the total number of members of the Board of
Directors as constituted from time to time, but in no event less
than three, shall constitute a quorum for the transaction of
business; but if at any meeting of the Board of Directors there
shall be less than a quorum present, a majority of those present
may adjourn the meeting from time to time, and the meeting may be
held as adjourned without further notice or waiver. Except as
otherwise provided by law or by the Certificate of Incorporation,
as amended, or by these By-Laws, a majority of the directors
present at any duly constituted meeting may decide any question
brought before such meeting. Meetings shall be presided over by
the Chairman of the Board of Directors, or in his or her absence,
by a Vice Chairman of the Board of Directors or the President, as
designated by the Board of Directors, or in the absence of all of
the aforesaid officers by such other person as the Board of
Directors may designate or the members present may select.
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Section 5. Powers.
In addition to the powers and authorities by these By-Laws
expressly conferred upon them, the Board of Directors shall have
and may exercise all such powers of the Company and do all such
lawful acts and things that are not by statute or by the
Certificate of Incorporation, as amended, or by these By-Laws
directed or required to be exercised or done by the stockholders.
Without prejudice to or limitation of such general powers and any
other powers conferred by statute, or by the Certificate of
Incorporation, as amended, or by these By-Laws, the Board of
Directors shall have the following powers:
(1) To determine, subject to the requirements of law
and of Section 5 of Article FOURTH of the Certificate of
Incorporation, as amended, what, if any, dividends shall
be declared and paid to the stockholders out of net
profits, current or accumulated, or out of surplus or
other assets of the Company available for dividends.
(2) To fix, and from time to time to vary, the
amount of working capital of the Company, and to set
aside from time to time out of net profits, current or
accumulated, or surplus of the Company such amount or
amounts as they in their discretion may deem necessary
and proper as, or as a safeguard to the maintenance of,
working capital, as a reserve for contingencies, as a
reserve for repairs, maintenance, or rehabilitation, or
as a reserve for revaluation of profits of the Company
or for such other proper purpose as may in the opinion
of the directors be in the best interests of the
Company; and in their sole discretion to abolish or
modify any such provision for working capital or any
such reserve, and to credit the amount thereof to net
profits, current or accumulated, or to the surplus of
the Company.
(3) To purchase, or otherwise acquire for the
Company, any business, property, rights or privileges
which the Company may at the time be authorized to
acquire, at such price or consideration and generally on
such terms and conditions as they think fit; and at
their discretion to pay therefor either wholly or partly
in money, stock, bonds, debentures or other securities
of the Company.
(4) To create, make and issue mortgages, bonds,
deeds of trust, trust agreements or negotiable or
transferable instruments or securities, secured by
mortgage or otherwise, and to do every other act and
thing necessary to effect the same.
(5) To appoint any person or corporation to accept
and hold in trust for the Company any property belonging
to the Company, or in which it is interested, or for any
other purpose, and to execute such deeds and do all
things requisite in relation to any such trust.
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(6) To delegate any of the powers of the Board in
the course of the business of the Company to any
officer, employee or agent, and to appoint any person
the agent of the Company, with such powers (including
the power to subdelegate) and upon such terms as the
Board may think fit.
(7) To remove any officer of the Company with or
without cause, and from time to time to devolve the
powers and duties of any officer upon any other person
for the time being.
(8) To confer upon any officer of the Company the
power to appoint, remove and suspend subordinate
officers, agents and employees.
(9) To determine who shall be authorized on the
Company's behalf, either generally or specifically, to
make and sign bills, notes, acceptances, endorsements,
checks, releases, receipts, contracts, conveyances, and
all other written instruments executed on behalf of the
Company.
(10) To make and change regulations, not
inconsistent with these By-Laws, for the management of
the Company's business and affairs.
(11) To adopt and, unless otherwise provided
therein, to amend and repeal, from time to time, a bonus
or supplemental compensation plan for employees
(including employees who are officers or directors) of
the Company or any subsidiary. Power to construe,
interpret, administer, modify or suspend such plan shall
be vested in the Board of Directors or a committee
thereof.
(12) To adopt a retirement plan, or plans, for the
purpose of making retirement payments to employees
(including employees who are officers or directors) of
the Company or of any subsidiary thereof; and to adopt a
group insurance plan, or plans, for the purpose of
enabling employees (including employees who are officers
or directors) of the Company or of any subsidiary
thereof to acquire insurance protection; any such
retirement plan or insurance plan, unless otherwise
provided therein, shall be subject to amendment or
revocation by the Board of Directors.
Section 6. Reliance upon Books, Reports and Records.
Each director, each member of any committee designated by
the Board of Directors and each officer, in the performance of
his or her duties, shall be fully protected in relying in good
faith upon the books of account or reports made to the Company by
any of its officials, or by an independent certified public
accountant, or by an appraiser selected with reasonable care by
the Board of Directors or by any such committee, or in relying in
good faith upon other records of the Company.
Section 7. Compensation of Directors.
Directors, as such, may receive, pursuant to resolution of
the Board of Directors, fixed fees and other compensation for
their services as directors, including, without limitation,
services as members of committees of the directors; provided,
however, that nothing herein contained shall be construed to
preclude any director from serving the Company in any other
capacity and receiving compensation therefor.
ARTICLE IV
COMMITTEES
Section 1. Committees of the Board of Directors.
There are hereby established as committees of the Board of
Directors a Finance Committee, an Audit Committee, a Compensation
and Option Committee, and an Organization Review and Nominating
Committee, each of which shall have the powers and functions set
forth in Sections 2, 3, 4, and 5 hereof, respectively, and such
additional powers as may be delegated to it by the Board of
Directors. The Board of Directors may from time to time
establish additional standing committees or special committees of
the Board of Directors, each of which shall have such powers and
functions as may be delegated to it by the Board of Directors.
The Board of Directors may abolish any committee established by
or pursuant to this Section 1 as it may deem advisable. Each
such committee shall consist of two or more directors, the exact
number being determined from time to time by the Board of
Directors; provided, however, that membership on the Audit
Committee and on the Compensation and Option Committee shall be
limited to directors who are not officers or employees of the
Company. Designations of the Chairman and members of each such
committee, and, if desired, a Vice Chairman and alternates for
members, shall be made by the Board of Directors. Each such
committee shall have a secretary who shall be designated by its
chairman. A vice chairman of a committee shall act as the
chairman of the committee in the absence or disability of the
chairman.
Section 2. Finance Committee.
The Finance Committee shall include the Chairman of the
Board of Directors, the Vice Chairmen of the Board of Directors,
the President, and the Executive Vice President and Chief
Financial Officer, together with such other directors as the
Board of Directors shall designate.
The Committee during intervals between meetings of the Board
of Directors shall have, and may exercise in such manner as it
shall deem to be in the best interests of the Company, all the
powers of the Board of Directors (except with respect to matters
within the powers of the Audit Committee or the Compensation and
Option Committee) concerning the determination of financial
policies of the Company and the management of its financial
affairs, not inconsistent, however, with law or with such
specific directions as to the conduct of affairs as shall have
been given by the Board of Directors. The Committee also shall
perform such other
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functions and exercise such other powers as may be delegated to it from time
to time by the Board of Directors. The Committee may redelegate from time to
time and to the full extent permitted by law, in writing, to any officer or
employee of the Company any of such powers.
During intervals between meetings of the Committee, the
Chairman, and, if any, the Vice Chairman, of the Committee shall
have and may exercise such of the powers of the Committee as from
time to time shall be conferred upon them by resolution of the
Board of Directors or of the Finance Committee.
All actions by the Committee shall be reported to the Board
of Directors and shall be subject to revision by the Board of
Directors, provided no acts or rights of third parties shall be
affected thereby.
Section 3. Audit Committee.
The Audit Committee shall select and engage, on behalf of
the Company, independent public accountants to (1) audit the
books of account and other corporate records of the Company and
(2) perform such other duties as the Committee may from time to
time prescribe. The Committee shall transmit financial
statements certified by such independent public accountants to
the Board of Directors after the close of each fiscal year. The
selection of independent public accountants for each fiscal year
shall be made in advance of the annual meeting of stockholders in
such fiscal year and shall be submitted for ratification or
rejection at such meeting. The Committee shall confer with such
accountants and review and approve the scope of the audit of the
books of account and other corporate records of the Company. The
Committee shall have the power to confer with and direct the
officers of the Company to the extent necessary to review the
internal controls, accounting practices, financial structure and
financial reporting of the Company. From time to time the
Committee shall report to and advise the Board of Directors
concerning the results of its consultation and review and such
other matters relating to the internal controls, accounting
practices, financial structure and financial reporting of the
Company as the Committee believes merit review by the Board of
Directors. The Committee also shall perform such other functions
and exercise such other powers as may be delegated to it from
time to time by the Board of Directors.
Section 4. Compensation and Option Committee.
The Compensation and Option Committee shall fix from time to
time the salaries of members of the Board of Directors who are
officers or employees of the Company and of all Executive Vice
Presidents, Group Vice Presidents and Vice Presidents of the
Company. It also shall perform such functions as may be
delegated to it under the provisions of any bonus, supplemental
compensation, special compensation or stock option plan of the
Company.
Section 5. Organization Review and Nominating Committee.
The Organization Review and Nominating Committee from time
to time shall consider and make recommendations to the
Board of Directors, to the
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Chairman of the Board of Directors and to the
Chief Operating Officer with respect to the management
organization of the Company, the nominations or elections of
directors and officers of the Company and the appointments of
such other employees of the Company as shall be referred to the
Committee.
The Committee from time to time shall consider the size and
composition of the Board of Directors and make recommendations to
the Board of Directors with respect to such matters. Prior to
the annual meeting of stockholders each year, and prior to any
special meeting of stockholders at which a director is to be
elected, the Committee shall recommend to the Board of Directors
persons proposed to constitute the nominees whose election at
such meeting will be recommended by the Board of Directors.
The authority vested in the Committee by this section shall
not derogate from the power of individual members of the Board of
Directors to recommend or place in nomination persons other than
those recommended by the Committee.
The Committee also shall perform such other functions and
exercise such other powers as may be delegated to it from time to
time by the Board of Directors.
Section 6. Other Committees.
The Board of Directors, or any committee, officer or
employee of the Company may establish additional standing
committees or special committees to serve in an advisory capacity
or in such other capacities as may be permitted by law, by the
Certificate of Incorporation and by the By-Laws. The members of
any such committee need not be members of the Board of Directors.
Any committee established pursuant to this Section 6 may be
abolished by the person or body by whom it was established as he,
she or it may deem advisable. Each such committee shall consist
of two or more members, the exact number being determined from
time to time by such person or body. Designations of members of
each such committee and, if desired, alternates for members,
shall be made by such person or body, at whose will all such
members and alternates shall serve. The chairman of each such
committee shall be designated by such person or body. Each such
committee shall have a secretary who shall be designated by the
chairman.
Section 7. Rules and Procedures.
Each committee may fix its own rules and procedures and
shall meet at such times and places as may be provided by such
rules, by resolution of the committee, or by call of the chairman
or vice chairman. Notice of meeting of each committee, other
than of regular meetings provided for by its rules or
resolutions, shall be given to committee members. The presence
of one-third of its members, but not less than two, shall
constitute a quorum of any committee, and all questions shall be
decided by a majority vote of the members present at the meeting.
All action taken at each committee meeting shall be recorded in
minutes of the meeting.
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Section 8. Application of Article.
Whenever any provision of any other document relating to any
committee of the Company named therein shall be in conflict with
any provision of this Article IV, the provisions of this Article
IV shall govern, except that if such other document shall have
been approved by the stockholders, voting as provided in the
Certificate of Incorporation, or by the Board of Directors, the
provisions of such other document shall govern.
ARTICLE V
OFFICERS
Section 1. Officers.
The Officers of the Company shall include a Chairman of the
Board of Directors and may include one or more Vice Chairmen of
the Board of Directors and a President, each of whom shall be
chosen from among the directors, and one or more Executive Vice
Presidents, one or more Group Vice Presidents, one or more Vice
Presidents, a Treasurer, a Controller and a Secretary, each of
whom shall be elected by the Board of Directors to hold office
until his or her successor shall have been chosen and shall have
qualified. The Board of Directors may elect or appoint one or
more Assistant Treasurers, one or more Assistant Secretaries, and
such other officers as it may deem necessary, or desirable, each
of whom shall have such authority, shall perform such duties and
shall hold office for such term as may be prescribed by the Board
of Directors from time to time. Any person may hold at one time
more than one office.
Section 2. Office of the Chief Executive.
The Chairman of the Board of Directors and such other
members as the Chief Executive Officer shall designate shall
constitute the Office of the Chief Executive. Subject to the
provisions of these By-Laws and to the direction of the Board of
Directors and the Chief Executive Officer, the members of this
Office shall share in the responsibilities for the general
management and control of the affairs and business of the
Company.
Section 3. Chairman of the Board of Directors.
The Chairman of the Board of Directors shall be the Chief
Executive Officer of the Company. He or she shall be a member of
the Office of the Chief Executive and, a subject to the
provisions of these By-Laws and to the direction of the Board of
Directors, shall have ultimate authority for decisions relating
to the general management and control of the affairs and business
of the Company and shall perform all other duties and exercise
all other powers commonly incident to the position of Chief
Executive Officer or which are or from time to time may be
delegated to him or her by the Board of Directors, or which are
or may at any time be authorized or required by law. He or she
shall preside at all meetings of the Board of Directors. He or
she may redelegate from time to time and to the full extent
permitted by law, in writing, to officers or employees of
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the Company any or all of such duties and powers, and any such
redelegation may be either general or specific. Whenever he or
she so shall delegate any of his or her authority, he or she
shall file a copy of the redelegation with the Secretary of the
Company.
Section 4. Vice Chairmen of the Board of Directors.
Subject to the provisions of these By-Laws and to the
direction of the Board of Directors and of the Chief Executive
Officer, the Vice Chairmen shall have such powers and shall
perform such duties as from time to time may be delegated to them
by the Board of Directors or by the Chief Executive Officer, or
which are or may at any time be authorized or required by law.
Section 5. President.
Subject to the provisions of these By-Laws and to the
direction of the Board of Directors and of the Chief Executive
Officer, the President shall have such powers and shall perform
such duties as from time to time may be delegated to him or her
by the Board of Directors or by the Chief Executive Officer, or
which are or may at any time be authorized or required by law.
Section 6. Chief Operating Officer.
The Chief Operating Officer shall be selected from among the
Vice Chairmen and the President by the Board of Directors.
Subject to the provisions of these By-Laws and to the direction
of the Board of Directors and of the Chief Executive Officer, he
or she shall have such powers and shall perform such duties as
from time to time may be delegated to him or her by the Board of
Directors or by the Chief Executive Officer, or which are or may
at any time be authorized or required by law. In the absence or
disability of the Chairman of the Board of Directors, or in the
event of, and during the period of, a vacancy in such office, the
Chief Operating Officer also shall be the Chief Executive
Officer.
Section 7. Executive Vice Presidents, Group Vice Presidents
and Vice Presidents.
Each of the Executive Vice Presidents, each of the Group
Vice Presidents and each of the other Vice Presidents shall have
such powers and shall perform such duties as may be delegated to
him or her by the Board of Directors, by the Chairman of the
Board of Directors or by the Chief Operating Officer.
In addition, the Board of Directors shall designate one of
the Executive Vice Presidents as the Chief Financial Officer,
who, among his or her other powers and duties, shall provide and
maintain, subject to the direction of the Board of Directors and
the Finance Committee, financial and accounting controls over the
business and affairs of the Company. Such office shall maintain,
among others, adequate records of the assets, liabilities and
financial transactions of the Company, and shall direct the
preparation of financial statements, reports and analyses. The
Chief Financial Officer shall perform such other duties and
exercise such other
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powers as are incident to such functions,
subject to the control of the Board of Directors.
Section 8. Treasurer and Assistant Treasurer.
The Treasurer, subject to the direction of the Board of
Directors, shall have the care and custody of all funds and
securities which may come into his or her hands. When necessary
or proper he or she shall endorse on behalf of the Company, for
collection, checks, notes and other obligations, and shall
deposit all funds of the Company in such banks or other
depositaries as may be designated by the Board of Directors or by
such officers or employees as may be authorized by the Board of
Directors so to designate. He or she shall perform all acts
incident to the office of Treasurer, subject to the control of
the Board of Directors. He or she may be required to give a bond
for the faithful discharge of his or her duties, in such sum and
upon such conditions as the Board of Directors may require.
At the request of the Treasurer, any Assistant Treasurer, in
the case of the absence or inability to act of the Treasurer,
temporarily may act in his or her place. In the case of the
death of the Treasurer, or in the case of his or her absence or
inability to act without having designated an Assistant Treasurer
to act temporarily in his or her place, the Assistant Treasurer
so to perform the duties of the Treasurer shall be designated by
the Chairman of the Board of Directors, the Chief Operating
Officer or an Executive Vice President.
Section 9. Secretary and Assistant Secretary.
The Secretary shall keep the minutes of the meetings of the
stockholders and of the Board of Directors, and, when required,
the minutes of meetings of the committees, and shall be
responsible for the custody of all such minutes. Subject to the
direction of the Board of Directors, the Secretary shall have
custody of the stock ledgers and documents of the Company. He or
she shall have custody of the corporate seal and shall affix and
attest such seal to any instrument whose execution under seal
shall have been duly authorized. He or she shall give notice of
meetings and, subject to the direction of the Board of Directors,
shall perform all other duties and enjoy all other powers
commonly incident to his or her office.
At the request of the Secretary, any Assistant Secretary, in
the case of the absence or inability to act of the Secretary,
temporarily may act in his or her place. In the case of the
death of the Secretary, or in the case of his or her absence or
inability to act without having designated an Assistant Secretary
to act temporarily in his or her place, the Assistant Secretary
or other person so to perform the duties of the Secretary shall
be designated by the Chairman of the Board of Directors, the
Chief Operating Officer or an Executive Vice President.
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Section 10. General Counsel.
The Company may have a General Counsel who shall be
appointed by the Board of Directors and who shall have general
supervision of all matters of a legal nature concerning the
Company.
Section 11. Controller.
The Controller shall have such powers and shall perform such
duties as may be delegated to him or her by the Board of
Directors, the Chairman of the Board of Directors, the Chief
Operating Officer or the appropriate Executive Vice President,
Group Vice President or Vice President.
Section 12. Salaries.
Salaries of officers, agents or employees shall be fixed
from time to time by the Board of Directors or by such committee
or committees, or person or persons, if any, to whom such power
shall have been delegated by the Board of Directors. An
employment contract, whether with an officer, agent or employee,
if expressly approved or specifically authorized by the Board of
Directors, may fix a term of employment thereunder; and such
contract, if so approved or authorized, shall be valid and
binding upon the Company in accordance with the terms thereof,
provided that this provision shall not limit or restrict in any
way the right of the Company at any time to remove from office,
discharge or terminate the employment of any such officer, agent
or employee prior to the expiration of the term of employment
under any such contract, except that the Company shall not
thereby be relieved of any continuing liability for salary or
other compensation provided for in such contract.
ARTICLE VI
RESIGNATIONS, REMOVALS AND VACANCIES
Section 1. Resignations.
Any director, officer or agent of the Company, or any member
of any committee, may resign at any time by giving written notice
to the Board of Directors, to the Chairman of the Board of
Directors, to a Vice Chairman of the Board of Directors, to the
President or to the Secretary of the Company. Any such
resignation shall take effect at the time specified therein, or
if the time be not specified therein, then upon receipt thereof.
The acceptance of such resignation shall not be necessary to make
it effective.
Section 2. Removals.
At any meeting thereof called for the purpose, the holders
of Common Stock and the holders of Class B Stock voting as
provided in subsection 1.6 of Article FOURTH of the Certificate
of Incorporation, as amended, may remove from office or terminate
the employment of any director, officer or agent with or without
cause; and the Board of Directors, by vote of not less than a
majority of the entire Board at any meeting thereof called for
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the purpose, may, at any time, remove from office or terminate
the employment of any officer, agent or member of any committee.
Section 3. Vacancies.
Subject to the last sentence of Section 1 of Article III,
any vacancy in the office of any director, officer or agent
through death, resignation, removal, disqualification, increase
in the number of directors or other cause may be filled by the
Board of Directors (in the case of vacancies in the Board, by the
affirmative vote of a majority of the directors then in office,
even though less than a quorum remains) and the person so elected
shall hold office until his or her successor shall have been
elected and shall have qualified.
ARTICLE VII
CAPITAL STOCK-DIVIDENDS-SEAL
Section 1. Certificates of Shares.
The certificates for shares of the capital stock of the
Company shall be in such form, not inconsistent with the
Certificate of Incorporation, as amended, as shall be approved by
the Board of Directors. The certificates shall be signed by the
Chairman of the Board of Directors, a Vice Chairman of the Board
of Directors, the President, an Executive Vice President, a Group
Vice President or a Vice President, and also by the Treasurer or
an Assistant Treasurer, or the Secretary or an Assistant
Secretary. Any and all signatures may be facsimiles.
All certificates shall bear the name of the person owning
the shares represented thereby, shall state the number of shares
represented by such certificate and the date of issue; and such
information shall be entered in the Company's original stock
ledger.
Section 2. Addresses of Stockholders.
It shall be the duty of every stockholder to notify the
Company of his or her post office address and of any change
therein. The latest
address furnished by each stockholder shall be entered on the original
stock ledger of the Company and the latest address appearing on such
original stock ledger shall be deemed conclusively to be the post office
address and the last-known post office address of such stockholder. If
any stockholder shall fail to notify the Company of his or her post office
address, it shall be sufficient to send corporate notices to such
stockholder at the address, if any, understood by the Secretary to be his
or her post office address, or in the absence of such address, to such
stockholder, at the General Post Office in the City of Wilmington, State
of Delaware.
Section 3. Lost, Destroyed or Stolen Certificate.
Any person claiming a stock certificate in lieu of one lost,
destroyed or stolen, shall give the Company an affidavit as to his, her or
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its ownership of the certificate and of the facts which go to prove that
it has been lost, destroyed or stolen. If required by the Board of
Directors, he, she or it also shall give the Company a bond, in such form
as may be approved by the Board of Directors, sufficient to indemnify the
Company against any claim that may be made against it on account of the
alleged loss of the certificate or the issuance of a new certificate.
Section 4. Fixing a Record Date.
The Board of Directors may fix in advance a date not exceeding (i)
sixty (60) days preceding the date of any meeting of stockholders, 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 stock shall go
into effect (other than conversions or exchanges pursuant to Sections 2,
3 or 4 of Article FOURTH of the Certificate of Incorporation, as amended),
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 payment of any such dividend or to any such allotment of
rights or to exercise the rights in respect of any such change, or
conversion or exchange of stock (other than conversions or exchanges
pursuant to Sections 2, 3 or 4 of Article FOURTH of the Certificate of
Incorporation, as amended), or (ii), ten (10) days after adoption of the
resolution fixing such date, as a record date for the determination of the
stockholders entitled to consent in writing to corporate action; and in
any such case, such stockholders and only such stockholders, as shall be
stockholders of record on the date so fixed, shall be entitled, subject to
the provisions of Article FOURTH of the Certificate of Incorporation, as
amended, 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 Company after such record date.
Section 5. Regulations.
The Board of Directors shall have power and authority to make all
such rules and regulations not inconsistent with any of the provisions of
Sections 2, 3, 4 or 5 of Article FOURTH of the Certificate of
Incorporation, as amended, as it may deem expedient, concerning the issue,
transfer and registration of certificates for shares of the stock of the
Company.
Section 6. Corporate Seal.
The corporate seal shall have inscribed thereon the name of the
Company, the year of its organization, and the words "Corporate Seal" and
"Delaware." If and when so authorized by the Board of Directors, a
duplicate of the seal may be kept and used by the Secretary or Treasurer
or by any Assistant Secretary or Assistant Treasurer.
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ARTICLE VIII
EXECUTION OF CONTRACTS AND OTHER DOCUMENTS
Section 1. Contracts, etc.
Except as otherwise prescribed in these By-Laws, such officers,
employees or agents of the Company as shall be specified by the Board of
Directors shall sign, in the name and on behalf of the Company, all deeds,
bonds, contracts, mortgages and other instruments or documents, the
execution of which shall be authorized by the Board of Directors; and such
authority may be general or confined to specific instances. Except as so
authorized by the Board of Directors, no officer, agent or employee of the
Company shall have power or authority to bind the Company by any contract
or engagement or to pledge, mortgage, sell or otherwise dispose of its
credit or any of its property or to render it pecuniarily liable for any
purpose or in any amount.
Section 2. Checks, Drafts, etc.
Except as otherwise provided in these By-Laws, all checks, drafts,
notes, bonds, bills of exchange or other orders, instruments or
obligations for the payment of money shall be signed by such officer or
officers, employee or employees, or agent or agents, as the Board of
Directors shall by resolution direct. The Board of Directors may, in its
discretion, also provide by resolution for the countersignature or
registration of any or all such orders, instruments or obligations for the
payment of money.
ARTICLE IX
FISCAL YEAR
The fiscal year of the Company shall begin the first day of January
in each year.
ARTICLE X
MISCELLANEOUS
Section 1. Original Stock Ledger.
As used in these By-Laws and in the Certificate of Incorporation, as
amended, the words "original stock ledger" shall mean the record
maintained by the Secretary of the Company of the name and address of each
of the holders of shares of any class of stock of the Company, and the
number of shares and the numbers of the certificates for such shares held
by each of them, taking into account transfers at the time made by and
recorded on the transfer sheets of each of the Transfer Agents of the
Company although such transfers may not then have been posted in the
record maintained by the Secretary.
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Section 2. Notices and Waivers Thereof.
Whenever any notice whatever is required by these By-Laws or by the
Certificate of Incorporation, as amended, or by any of the laws of the
State of Delaware to be given to any stockholder, director or officer,
such notice, except as otherwise provided by the laws of the State of
Delaware, may be given personally or by telephone or be given by
cablegram, facsimile transmission, mailgram, radiogram, telegram or other
form of recorded communication, addressed to such stockholder at the
address set forth as provided in Section 2 of Article VII, or to such
director or officer at his or her Company location, if any, or at such
address as appears on the books of the Company, or the notice may be given
in writing by depositing the same in a post office, or in a regularly
maintained letter box, in a postpaid, sealed wrapper addressed to such
stockholder at the address set forth in Section 2 of Article VII, or to
such director or officer at his or her Company location, if any, or such
address as appears on the books of the Company.
Any notice given by cablegram, mailgram, radiogram or telegram shall
be deemed to have been given when it shall have been delivered for
transmission. Any notice given by facsimile transmission or other form of
recorded communication shall be deemed to have been given when it shall
have been transmitted. Any notice given by mail shall be deemed to have
been given when it shall have been mailed.
A waiver of any such notice in writing, including by cablegram,
facsimile transmission, mailgram or telegram, signed or dispatched by the
person entitled to such notice or by his or her duly authorized attorney,
whether before or after the time stated therein, shall be deemed
equivalent to the notice required to be given, and the presence at any
meeting of any person entitled to notice thereof shall be deemed a waiver
of such notice as to such person.
Section 3. Voting upon Stocks.
The Board of Directors (whose authorization in this connection shall
be necessary in all cases) may from time to time appoint an attorney or
attorneys or agent or agents of the Company, or may at any time or from
time to time authorize the Chairman of the Board of Directors, any Vice
Chairman of the Board of Directors, the President, any Executive Vice
President, any Group Vice President, any Vice President, the Treasurer or
the Secretary to appoint an attorney or attorneys or agent or agents of
the Company, in the name and on behalf of the Company, to cast the votes
which the Company may be entitled to cast as a stockholder or otherwise in
any other corporation or association, any of the stock or securities of
which may be held by the Company, at meetings of the holders of the stock
or other securities of such other corporation or association, or to
consent in writing to any action by any such other corporation or
association, and the Board of Directors of any aforesaid officer so
authorized may instruct the person or persons so appointed as to the
manner of casting such votes or giving such consent, and the Board of
Directors or any aforesaid officer so authorized may from time to time
authorize the execution and delivery, on behalf of the Company and under
its corporate seal, or otherwise, of such written proxies, consents,
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waivers or other instruments as may be deemed necessary or proper in the
premises.
ARTICLE XI
AMENDMENTS
The Board of Directors shall have power to make, alter, amend or
repeal the By-Laws of the Company by vote of not less than a majority of
the entire Board at any meeting of the Board. The holders of Common Stock
and the holders of Class B Stock voting as provided in subsection 1.6 of
Article FOURTH of the Certificate of Incorporation, as amended, shall have
power to make, alter, amend or repeal the By-Laws at any regular or
special meeting, if the substance of such amendment be contained in the
notice of such meeting of stockholders.
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