[Reflects all amendments through May 6, 1997]
BY-LAWS
OF
GANNETT CO., INC.
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 and Conduct of Meetings.
(a) 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.
(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 by the chairman of the
meeting. The Board of Directors may adopt by
resolution such rules and regulations for the conduct
of the meeting of stockholders as it shall deem
appropriate. Except to the extent inconsistent with
such rules and regulations as adopted by the Board of
Directors, the chairman of any meeting of
stockholders shall have the right and authority to
prescribe such rules, regulations and procedures and
to do all such acts as, in the judgment of such
chairman, are appropriate for the proper conduct of
the meeting. Such rules, regulations or procedures,
whether adopted by the Board of Directors or
prescribed by the chairman of the meeting, may
include, without limitation, the following: (i) the
establishment of an agenda or order of business for
the meeting; (ii) rules and procedures for
maintaining order at the meeting and the safety of
those present; (iii) limitations on attendance at or
participation in the meeting to stockholders of
record of the Corporation, their duly authorized and
constituted proxies or such other persons as the
chairman of the meeting shall determine; (iv)
restrictions on entry to the meeting after the time
fixed for the commencement thereof; and (v)
limitations on the time allotted to questions or
comments by participants. Unless and to the extent
determined by the Board of Directors or the chairman
of the meeting, meetings of stockholders shall not be
required to be conducted in accordance with the rules
of parliamentary procedure.
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.