BY-LAWS
OF
GANNETT CO., INC.
as amended
through
February 25, 1997
ARTICLE I.
Meetings of Stockholders
Section 1. Annual Meetings: The annual meeting of the
stockholders for the election of directors and for the
transaction of such other business as may come before the
meeting shall be held on such date and at such hour as shall
each year be fixed by the Board of Directors.
Section 2. Special Meetings: Except as otherwise
required by law and subject to the rights of the holders of
any class or series of stock having a preference over the
Common Stock as to dividends or upon liquidation, special
meetings of the stockholders may be called only by the
Chairman of the Board or by the Board of Directors pursuant
to a resolution approved by a majority of the entire Board
of Directors.
Section 3. Place of Meeting: Meetings of stockholders
of the Corporation shall be held at such place, either
within or without the State of Delaware, as shall be fixed
by the Board of Directors in the case of meetings called by
the Board, or by the Chairman of the Board in the case of
meetings called by the Chairman, and specified in the notice
of said meeting.
Section 4. Notice of Meetings: Except as otherwise
permitted or provided by law or these By-laws, written
notice of each meeting of the stockholders shall be given to
each stockholder of record entitled to vote at such meeting,
whether annual or special, not less than ten (10) nor more
than sixty (60) days before the day on which the meeting is
to be held. A written waiver of notice of any meeting of
stockholders, signed by the person entitled to notice,
whether before or after the time stated therein, shall be
deemed equivalent to notice. Notice of any adjourned
meeting of stockholders shall not be required to be given,
except where expressly required by law.
Section 5. Organization: At each meeting of the
stockholders, the Chairman of the Board, or in his absence,
the Vice Chairman, or in the absence of both officers, an
officer selected by the Chairman of the Board, or if the
Chairman of the Board has made no selection, an officer
selected by the Board, shall act as chairman of the meeting
and the Secretary or, in his absence, an Assistant
Secretary, if one be appointed, shall act as secretary of
the meeting. In case at any meeting none of the officers
who have been designated to act as chairman or secretary of
the meeting, respectively, shall be present, a chairman or
secretary of the meeting, as the case may be, shall be
chosen by the vote of a majority in interest of the
stockholders of the Corporation present in person or by
proxy and entitled to vote at such meeting.
Section 6. Quorum: At each meeting of the
stockholders, except where otherwise provided by law, the
holders of a majority of the issued and outstanding shares
of each class of stock of the Corporation entitled to vote
at such meeting shall constitute a quorum for the
transaction of business and a majority in amount of such
quorum shall decide any questions that may come before the
meeting. In the absence of a quorum, a majority in interest
of the stockholders of the Corporation present in person or
by proxy and entitled to vote, or, if no stockholder
entitled to vote is present, any officer entitled to preside
at, or act as secretary of, such meeting, shall have the
power to adjourn the meeting from time to time until
stockholders holding the requisite amount of stock shall be
present or represented. At any such adjourned meeting at
which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting
as originally called.
Section 7. Voting.
(a) At each meeting of stockholders every
stockholder of record of the Corporation entitled
to vote at such meeting shall be entitled to one
vote for each share of stock of the Corporation
registered in his name on the books of the
Corporation on the record date for such meeting.
Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to
corporate action in writing without a meeting may
authorize another person or persons to act for him
by proxy. Such proxy shall be appointed by an
instrument in writing, subscribed by such
stockholder or by his attorney thereunto
authorized and delivered to the secretary of the
meeting, or shall otherwise be executed and
transmitted as may be permissible under applicable
law; provided, however, that no proxy shall be
voted on after three years from its date unless
said proxy provides for a longer period. At all
meetings of the stockholders, all matters (except
where other provision is made by statute, by the
Certificate of Incorporation or by these By-laws)
shall be decided by the vote of a majority of the
stock present in person or by proxy and entitled
to vote at the meeting. At each meeting of
stockholders for the election of Directors, the
voting for Directors need not be by ballot unless
the chairman of the meeting or the holders,
present in person or by proxy, of a majority of
the stock of the Corporation entitled to vote at
such meeting shall so determine.
(b) The date and time of the opening and the
closing of the polls for each matter upon which
the stockholders will vote at a meeting shall be
announced at the meeting. No ballot, proxies or
votes, nor any revocations thereof or changes
thereto, shall be accepted by the inspectors after
the closing of the polls unless a proper court
upon application by a stockholder shall determine
otherwise.
(c) The Corporation shall, in advance of any
meeting of stockholders, appoint one or more
inspectors to act at the meeting and make a
written report thereof. The Corporation may
designate one or more persons as alternate
inspectors to replace any inspector who fails to
act. If no inspector or alternate is able to act
at a meeting of stockholders, the person presiding
at the meeting shall appoint one or more
inspectors to act at the meeting. Each inspector,
before entering upon the discharge of his or her
duties, shall take and sign an oath faithfully to
execute the duties of inspector with strict
impartiality and according to the best of his or
her ability.
(d) The inspectors shall (i) ascertain the
number
of shares outstanding and the voting power of
each, (ii) determine the shares represented at a
meeting and the validity of proxies and ballots,
(iii) count all votes and ballots, (iv) determine
and retain for a reasonable period a record of the
disposition of any challenges made to any
determination by the inspectors, (v) certify their
determination of the number of shares represented
at the meeting and their count of all votes and
ballots, and (vi) perform such other duties as may
be required by law or designated by the Secretary
of the Corporation. In performing their duties,
the inspectors of election shall follow applicable
law and the instructions of the Secretary.
Section 8. List of Stockholders: It shall be the duty
of the Secretary or other officer of the Corporation who
shall have charge of its stock ledger, either directly or
through another officer of the Corporation designated by him
or through a transfer agent or transfer clerk appointed by
the Board of Directors, to prepare and make, at least ten
(10) days before every meeting of the stockholders, a
complete list of the stockholders entitled to vote thereat,
arranged in alphabetical order and showing the address of
each stockholder and the number of shares registered in the
name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to
the meeting, during ordinary business hours, for said ten
(10) days, either at a place within the city where the
meeting is to be held, which place shall be specified in the
notice of meeting, or, if not so specified, at the place
where said meeting is to be held. The list shall be
produced and kept at the time and place of said meeting
during the whole time thereof and subject to the inspection
of any stockholder who shall be present thereat. The
original or duplicate stock ledger shall be the only
evidence as to who are the stockholders entitled to examine
the stock ledger, such list or the books of the Corporation,
or to vote in person or by proxy at such meeting.
Section 9. Stockholder Action: Any action required or
permitted to be taken by the stockholders of the Corporation
must be effected at a duly called annual or special meeting
of such holders and may not be effected by any consent in
writing by such holders.
ARTICLE II.
Board of Directors
Section 1. General Power: The property, business and
affairs of the Corporation shall be managed by or under the
direction of the Board of Directors.
Section 2. Number and Terms: Except as otherwise
fixed pursuant to the provisions of Article FOURTH of the
Certificate of Incorporation relating to the rights of the
holders of any class or series of stock having a preference
over the Common Stock as to dividends or upon liquidation to
elect additional directors under specified circumstances,
the number of the directors of the Corporation shall be
fixed from time to time by majority vote of the entire Board
of Directors. The directors, other than those who may be
elected by the holders of any class or series of stock
having preference over the Common Stock as to dividends or
upon liquidation, shall be classified, with respect to the
time for which they severally hold office, into three
classes, as nearly equal in number as possible, as
determined by the Board of Directors, one class to be
originally elected for a term expiring at the annual meeting
of stockholders to be held in 1986, another class to be
originally elected for a term expiring at the annual meeting
of stockholders to be held in 1987, and another class to be
originally elected for a term expiring at the annual meeting
of stockholders to be held in 1988, with the members of each
class to hold office until their successors are elected and
qualified. At each annual meeting of the stockholders of
the Corporation, the successors of the class of directors
whose term expires at that meeting shall be elected to hold
office for a term expiring at the annual meeting of
stockholders held in the third year following the year of
their election.
Section 3. Qualifications of Directors: No one shall
be eligible to serve as a member of the Board of Directors
after the first annual meeting of shareholders following his
or her seventieth birthday, or, in the case of anyone who
has at any time served as an executive of this Corporation,
after the first annual meeting of shareholders following his
or her sixty-fifth birthday or the date on which he or she
retires under the Corporation's retirement plan, whichever
occurs first. Every person who is elected a director of
this Corporation at the 1989 annual meeting of shareholders
of this Corporation or thereafter shall at the time of his
or her election to the Board, and at all times during his or
her tenure as a director, own, directly or beneficially
(beneficial ownership to be determined in accordance with
the Securities Exchange Act of 1934), at least one thousand
shares of the common stock of this Corporation.
Section 4. Nominations: Subject to the rights of any
class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation to elect directors
under specified circumstances, nominations for the election
of directors may be made by the Board of Directors or a
committee appointed by the Board of Directors or by any
stockholder entitled to vote in the election of directors
generally. However, any stockholder entitled to vote in the
election of directors generally may nominate one or more
persons for election as director at a meeting only if
written notice of such stockholder's intent to make such
nomination or nominations has been given, either by personal
delivery or by United States mail, postage prepaid, to the
Secretary of the Corporation not later than (i) with respect
to an election to be held at an annual meeting of
stockholders, 90 days in advance of such meeting, and (ii)
with respect to an election to be held at a special meeting
of stockholders for the election of directors, the close of
business on the tenth day following the date on which notice
of such meeting is first given to stockholders. Each such
notice shall set forth: (a) the name and address of the
stockholder who intends to make the nomination and of the
person or persons to be nominated; (b) a representation that
the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; (c) a description
of all arrangements or understandings between stockholder
and each nominee and any other person or persons (naming
such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (d) such
other information regarding each nominee proposed by such
stockholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the
Securities and Exchange Commission, had the nominee been
nominated, or intended to be nominated, by the Board of
Directors; and (e) the consent of each nominee to serve as a
director of the Corporation if so elected. The chairman of
the meeting may refuse to acknowledge the nomination of any
person not made in compliance with the foregoing procedure.
Section 5. Notice of Stockholder Business: At an
annual meeting of the stockholders, only such business shall
be conducted as shall have been properly brought before the
meeting. To be properly brought before an annual meeting,
business must be (a) specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the
Board of Directors, (b) otherwise properly brought before
the meeting by or at the direction of the Board of
Directors, or (c) otherwise properly brought before the
meeting by a stockholder. For business to be properly
brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing
to the Secretary of the Corporation. To be timely, a
stockholder's notice must be delivered to or mailed and
received at the principal executive offices of the
Corporation, not less than 90 days prior to the meeting. A
stockholder's notice to the Secretary shall set forth as to
each matter the stockholder proposes to bring before the
annual meeting (a) a brief description of the business
desired to be brought before the annual meeting and the
reasons for conducting such business at the annual meeting,
(b) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such
business, (c) the class and number of shares of the
Corporation which are beneficially owned by the stockholder,
and (d) any material interest of the stockholder in such
business. Notwithstanding anything in the By-laws to the
contrary, no business shall be conducted at an annual
meeting except in accordance with the procedures set forth
in this Section 5. The chairman of an annual meeting shall,
if the facts warrant, determine and declare to the meeting
that business was not properly brought before the meeting
and in accordance with the provisions of this Section 5 and
if he should so determine, he shall so declare to the
meeting and any such business not properly brought before
the meeting shall not be transacted.
Section 6. Election: At each annual meeting of
stockholders, Directors shall, except as otherwise required
or provided by law or by the Certificate of Incorporation,
be elected by a plurality of the votes cast at such meeting
by the holders of stock entitled to vote in the election.
Each Director shall hold office until his successor shall be
elected and qualified, or until his death, or until he shall
resign or shall have been removed in the manner hereinafter
provided, or until he shall cease to qualify.
Section 7. Resignation: Any Director of the
Corporation may resign at any time by giving written notice
to the Corporation. The resignation of any Director shall
take effect at the time specified therein, and, unless
otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 8. Removal of Directors: Any Director may be
removed from office, with cause, by the affirmative vote of
the holders of record of a majority of the combined voting
power of the outstanding shares of Stock entitled to vote
generally in the election of directors, voting together as a
single class and without cause, only by the affirmative vote
of the holders of 80% of the combined voting power of the
then outstanding shares of stock entitled to vote generally
in the election of directors, voting together as a single
class.
Section 9. Newly Created Directorships and Vacancies:
Except as otherwise fixed pursuant to the provisions of
Article FOURTH of the Certificate of Incorporation relating
to the rights of the holders of any class or series of stock
having preference over the Common Stock as to dividends or
upon liquidation to elect additional directors under
specified circumstances, newly created directorships
resulting from any increase in the number of directors and
any vacancies on the Board of Directors resulting from
death, resignation, disqualification, removal or other cause
shall be filled by the affirmative vote of a majority of the
remaining directors then in office, even though less than a
quorum of the Board of Directors. Any director elected in
accordance with the preceding sentence shall hold office for
the remainder of the full term of the class of directors in
which the new directorship was created or the vacancy
occurred and until such director's successor shall have been
elected and qualified. No decrease in the number of
directors constituting the Board of Directors shall shorten
the term of any incumbent director.
Section 10. First Meeting: After each annual election
of Directors and on the same day, the Board of Directors may
meet for the purpose of organization, the election of
officers and the transaction of other business at the place
where regular meetings of the Board of Directors are held.
Notice of such meeting need not be given. Such meeting may
be held at any other time or place which shall be specified
in a notice given as hereinafter provided for special
meetings of the Board of Directors or in a consent and
waiver of notice thereof signed by all the Directors.
Section 11. Regular Meetings: Regular meetings of the
Board of Directors shall be held at such places and at such
times as may from time to time be fixed by the Board.
Notice of regular meetings need not be given.
Section 12. Special Meetings: Special meetings of the
Board of Directors shall be held at any time upon the call
of the Chairman of the Board or any two of the Directors.
Notice of each such meeting shall be mailed to each
Director, addressed to him at his residence or usual place
of business, at least three days before the day on which the
meeting is to be held, or shall be sent to him by telegraph,
cable or wireless so addressed or shall be delivered
personally or by telephone at least 24 hours before the time
the meeting is to be held. Each notice shall state the time
and place of the meeting but need not state the purposes
thereof, except as otherwise herein expressly provided.
Notice of any meeting of the Board of Directors need not,
however, be given to any Director, if waived by him in
writing or by telegraph, cable, wireless or other form of
recorded communication or if he shall be present at such
meeting; and any meeting of the Board shall be a legal
meeting without any notice thereof having been given if all
of the Directors of the Corporation then in office shall be
present thereat.
Members of the Board of Directors, or any committee
designated by such Board, may participate in a meeting of
such Board or 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 participation in a meeting pursuant to this provision
shall constitute presence in person at such meeting.
Section 13. Quorum and Manner of Acting: Except as
otherwise provided by statute or by these By-laws, a
majority of the authorized number of Directors shall be
required to constitute a quorum for the transaction of
business at any meeting, and the affirmative vote of a
majority of the Directors present at the meeting shall be
necessary for the adoption of any resolution or the taking
of any other action. In the absence of a quorum, the
Director or Directors present may adjourn any meeting from
time to time until a quorum be had. Notice of any adjourned
meeting need not be given.
Section 14. Written Consent: Any action required or
permitted to be taken at any meeting of the Board of
Directors may be taken without a meeting if all members of
the Board consent thereto in writing and such writing or
writings are filed with the minutes of proceedings of the
Board.
Section 15. Compensation: The Board of Directors
shall have the authority to fix the compensation of
Directors for services in any capacity and to provide that
the Corporation shall reimburse each Director for any
expenses paid to him on account of his attendance at any
regular or special meeting of the Board. Nothing herein
contained shall be construed so as to preclude any Director
from serving the Corporation in any other capacity, or from
serving any of its stockholders, subsidiaries or affiliated
corporations in any capacity and receiving proper
compensation therefor.
Section 16. Executive and Other Committees: The Board
of Directors may in its discretion by resolution passed by a
majority of the Directors present at a meeting at which a
quorum is present designate an Executive Committee and one
or more other committees, each consisting of one or more of
the Directors of the Corporation, and each of which, to the
extent provided in the resolution and the laws of the State
of Delaware, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the
business and affairs of the Corporation and may authorize
the seal of the Corporation to be affixed to all papers
which may require it; provided, however, that no such
committee shall have power or authority as to the following
matters:
(1) The amendment of the Certificate of Incorporation
of the Corporation (except as provided under the
Delaware General Corporation Law);
(2) The amendment of the By-laws of the Corporation;
(3) Approval or recommending to stockholders any
action which must be submitted to stockholders for
approval under the Delaware General Corporation
Law.
Unless a greater proportion is required by the
resolution designating a committee of the Board of
Directors, a majority of the entire authorized number of
members of such committee shall constitute a quorum for the
transaction of business, and the act of a majority of the
members voting on any item of business, if a quorum votes,
shall be the act of such committee. Any action required, or
permitted to be taken at any meeting of a committee of the
Board of Directors, may be taken without a meeting if all
members of such committee consent thereto in writing and the
writing or writings are filed with the minutes of
proceedings of such committee.
Section 17. Indemnification.
(a) Each person (including, here and
hereinafter, the heirs, executors, administrators,
or estate of such person) (1) who is or was a
Director or officer of the Corporation, (2) who is
or was an agent or employee of the Corporation
other than an officer and as to whom the
Corporation has agreed to grant such indemnity, or
(3) who is or was serving at the request of the
Corporation as its representative in the position
of a director or officer of another corporation,
partnership, joint venture, trust or other
enterprise, shall be indemnified by the
Corporation as of right to the full extent
permitted or authorized by the General Corporation
Law of the State of Delaware as the same exists or
may hereafter be amended against any fine,
liability, cost or expense asserted against him or
incurred by him in his capacity as such director,
officer, agent, employee, or representative, or
arising out of his status as such director,
officer, agent, employee, or representative. The
Corporation may maintain insurance, at its
expense, to protect itself and any such person
against any such fine, liability, cost or expense,
whether or not the Corporation would have the
power to indemnify him against such liability
under the General Corporation Law of the State of
Delaware.
(b) The right to indemnification conferred in
this Section shall be a contract right and shall
include the right to be paid by the Corporation
the expenses incurred in connection with any
matter covered by paragraph (a) of this Section 17
in advance of its final disposition (hereinafter
an "advance payment of expenses"). If the
Delaware General Corporation Law requires,
however, an advance payment of expenses incurred
by an indemnitee in his or her capacity as a
director or officer shall be made only upon
delivery to the Corporation of an undertaking, by
or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be
determined by final judicial decision that such
indemnitee is not entitled to be indemnified for
such expenses. Such expenses incurred by other
employees, agents, or representatives, or by
directors or officers who become the subject of a
lawsuit by reason of actions other than in their
capacity as a director or officer, may be so paid
upon such terms and conditions as the Board of
Directors deems appropriate.
(c) If a request for indemnification is not
paid in full within sixty days, or if a request
for advance payment of expenses is not paid in
full within twenty days, after receipt by the
Corporation of the written request, the indemnitee
may at any time thereafter, prior to such payment,
bring suit against the Corporation to recover the
unpaid amount of the claim. If successful in
whole or in part in such suit, the indemnitee
shall be entitled also to recover from the
Corporation the expenses reasonably incurred in
prosecuting the claim. Neither the failure of the
Board of Directors, legal counsel, or the
stockholders of the Corporation to make a
determination that the indemnitee is entitled to
indemnification, nor a determination by any of
them that the indemnitee is not entitled to
indemnification, for whatever reason, shall create
a presumption in such a suit that the indemnitee
has not met the applicable standard of conduct,
nor shall it be a defense to such suit. In any
such suit the burden of establishing that the
indemnitee is not entitled to indemnification or
an advance payment of expenses shall be on the
Corporation.
(d) The rights to indemnification and
advance payment of expenses hereunder shall be in
addition to any other right which any director,
officer, employee, agent, or representative may
have under any statute, provision of the
Certificate of Incorporation, By-law, agreement,
vote of stockholders or directors, or otherwise.
ARTICLE III.
Officers
Section 1. Officers Enumerated: The Board of
Directors, as soon as may be practicable after the annual
election of Directors, shall elect a Chairman of the Board,
a President and Chief Executive Officer, a Vice Chairman,
one or more Vice Presidents (one or more of whom may be
designated Executive Vice President or Senior Vice
President), a Secretary, a Treasurer, and a Controller and
from time to time may elect or appoint such other officers
as it may determine. Any two or more offices may be held by
the same person.
Section 2. Term of Office: Each officer shall hold
office for the term for which he is elected or appointed and
until his successor has been elected or appointed and
qualified or until his death or until he shall resign or
until he shall have been removed in the manner hereinafter
provided.
Section 3. Powers and Duties: The officers of the
Corporation shall each have such powers and authority and
perform such duties in the management of the property and
affairs of the Corporation as from time to time may be
prescribed by the Board of Directors and, to the extent not
so prescribed, they shall each have such powers and
authority and perform such duties in the management of the
property and affairs of the Corporation, subject to the
control of the Board, as generally pertain to their
respective offices.
Without limitation of the foregoing:
(a) Chairman of the Board: The Chairman of the Board
shall preside at all meetings of the Board and of
the Executive Committee of the Board and at all
meetings of stockholders. He shall be a director
of the Corporation. He shall be an ex officio
member of all committees of the Board, except the
Executive Compensation and the Audit Committees.
(b) President and Chief Executive Officer: The
President shall be the chief executive officer of
the Corporation and shall be a director of the
Corporation.
(c) Vice Chairman: The Vice Chairman shall be the
chief financial and administrative officer of the
Corporation and shall be a director of the
Corporation. In the event of the death,
resignation, removal, disability or absence of the
Chairman or the President, he shall possess the
powers and perform the duties of such officer.
(d) Vice Presidents: The Board of Directors shall
determine the powers and duties of the respective
Vice Presidents and may, in its discretion, fix
such order of seniority among the respective Vice
Presidents as it may deem advisable.
(e) Secretary: The Secretary shall issue notices of
all meetings of the stockholders and Directors
where notices of such meetings are required by law
or these By-laws and shall keep the minutes of
such meetings. He shall sign such instruments and
attest such documents as require his signature of
attestation and affix the corporate seal thereto
where appropriate.
(f) Treasurer: The Treasurer shall have custody of
all funds and securities of the Corporation and
shall sign all instruments and documents as
require his signature. He shall perform all acts
incident to the position of Treasurer, subject to
the control of the Board of Directors.
(g) Controller: The Controller shall be in charge of
the accounts of the Corporation and he shall have
such powers and perform such duties as may be
assigned to him by the Board of Directors.
(h) General Counsel: The General Counsel shall have
general control of all matters of legal import
concerning the Corporation.
Section 4. Temporary Absence: In case of the
temporary absence or disability of any officer of the
Corporation, except as otherwise provided in these By-laws,
the Chairman of the Board, the President, the Vice Chairman,
any Vice President, the Secretary or the Treasurer may
perform any of the duties of any such other officer as the
Board of Directors or Executive Committee may prescribe.
Section 5. Resignations: Any officer may resign at
any time by giving written notice of his resignation to the
Corporation. Any such resignation shall take effect at the
time specified therein; and, unless otherwise specified
therein, the acceptance of such resignation shall not be
necessary to make it effective.
Section 6. Removal: Any officer may be removed,
either with or without cause, at any time by action of the
Board of Directors.
Section 7. Vacancies: A vacancy in any office because
of death, resignation, removal or any other cause may be
filled by the Board of Directors.
Section 8. Compensation: The salaries of the officers
shall be fixed from time to time by the Board of Directors.
Nothing contained herein shall preclude any officer from
serving the Corporation in any other capacity, including
that of director, or from serving any of its stockholders,
subsidiaries or affiliated corporations in any capacity and
receiving a proper compensation therefor.
Section 9. Contracts, Checks, etc.: All contracts and
agreements authorized by the Board of Directors, and all
checks, drafts, bills of exchange or other orders for the
payment of money, notes or other evidences of indebtedness,
issued in the name of the Corporation, shall be signed by
such person or persons and in such manner as may from time
to time be designated by the Board of Directors, which
designation may be general or confined to specific
instances.
Section 10. Proxies in Respect of Securities of Other
Corporations: Unless otherwise provided by resolution
adopted by the Board of Directors, the Chairman of the
Board, the President and Chief Executive Officer, the Vice
Chairman, a Vice President, or the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer, or any
one of them, may exercise or appoint an attorney or
attorneys, or an agent or agents, to exercise in the name
and on behalf of the Corporation the powers and rights which
the Corporation may have as the holder of stock or other
securities in any other corporation to vote or to consent in
respect of such stock or other securities; and the Chairman
of the Board, the President and Chief Executive Officer, the
Vice Chairman, a Vice President, or the Secretary or an
Assistant Secretary or the Treasurer or an Assistant
Treasurer may instruct the person or persons so appointed as
to the manner of exercising such powers and rights and the
Chairman of the Board, the President and Chief Executive
Officer, the Vice Chairman, a Vice President, or the
Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer may execute or cause to be executed in
the name and on behalf of the Corporation and under its
corporate seal, or otherwise, all such ballots, consents,
proxies, powers of attorney or other written instruments as
they or either of them may deem necessary in order that the
Corporation may exercise such powers and rights. Any stock
or other securities in any other corporation which may from
time to time be owned by or stand in the name of the
Corporation may, without further action, be endorsed for
sale or transfer or sold or transferred by the Chairman of
the Board, the President and Chief Executive Officer, the
Vice Chairman, or a Vice President, or the Secretary or an
Assistant Secretary or the Treasurer or an Assistant
Treasurer of the Corporation or any proxy appointed in
writing by any of them.
ARTICLE IV.
Shares and Their Transfer
Section 1. Certificates of Stock: Every stockholder
shall be entitled to have a certificate certifying the
number of shares of stock of the Corporation owned by him
signed by, or in the name of, the Corporation by the
Chairman of the Board, or the President and Chief Executive
Officer, the Vice Chairman, or a Vice President and by the
Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary of the Corporation. Any of or all of
the signatures on the certificate may be a facsimile. 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 registrar 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.
Section 2. Transfers: Certificates shall be
registered for transfer on the stock books of the
Corporation in person or by attorney, but, except as
hereinafter provided in the case of loss, destruction or
mutilation of certificates, no transfer of stock shall be
entered until the previous certificate, if any, given for
the same shall have been surrendered and canceled.
Section 3. Lost, Destroyed or Mutilated Certificates:
The Corporation may issue a new certificate of stock of the
same tenor and same number of shares in place of a
certificate theretofore issued by it which is alleged to
have been lost, stolen or destroyed; provided, however, the
Board of Directors or the Executive Committee or the
Secretary of the Corporation may require the owner of the
lost, stolen or destroyed certificate, or his legal
representative, to give the Corporation a bond of indemnity,
in form and with one or more sureties satisfactory to the
Board or the Executive Committee, sufficient to indemnify it
against any claim that may be made against the Corporation
on account of the alleged loss, theft or destruction of any
such certificate or the issuance of such new certificate.
Section 4. Record Date: The Board of Directors may
fix a record date, which record date shall not precede the
date upon which the resolution fixing the record date is
adopted by the board of directors, and which shall not be
more than sixty (60) nor less than ten (10) days before the
date of such meeting, nor more than sixty (60) days prior to
any other action, as a record date for the determination of
the stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or
entitled to receive payment of any dividend or other
distribution or allotment of any rights or entitled to
exercise any rights with respect to any change, conversion
or exchange of stock or for the purpose of any other lawful
action. If no record date is fixed, (a) the record date for
determining stockholders entitled to notice of or to vote at
a meeting of stockholders shall be at the close of business
on the day next preceding the day on which notice is given,
or, if notice is waived, at the close of business on the day
next preceding the day upon which the meeting is held, and
(b) the date for determining stockholders for any other
purpose shall be at the close of business on the day on
which the Board of Directors adopts the resolution relating
thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for
the adjourned meeting.
Section 5. Books and Records: The books and records
of the Corporation may be kept at such places within or
without the
State of Delaware as the Board of Directors may from time to
time determine.
ARTICLE V.
Seal
The Board of Directors shall provide a corporate seal,
which shall be in the form of a circle and shall bear the
name of the Corporation, the year in which the Corporation
was incorporated (1971) and the words "Corporate Seal -
Delaware" and such other words or figures as the Board of
Directors may approve and adopt.
ARTICLE VI.
Amendments
Except as otherwise provided by these By-laws, the
Certificate of Incorporation, or by operation of law, the
By-laws of the Corporation may be made, altered or repealed
by vote of the stockholders at any annual or special meeting
of stockholders called for that purpose or by the
affirmative vote of a majority of the directors then in
office given at any regular or special meeting of the Board
of Directors.