EXHIBIT 3(b)
AMENDED AND RESTATED BY-LAWS
OF
GREIF BROS. CORPORATION
61
EXHIBIT 3(b) (continued)
TABLE OF CONTENTS
Page
ARTICLE I Meeting of Stockholders 63
Section 1. Annual Meetings 63
Section 2. Special Meetings 63
Section 3. Notices of Meetings 63
Section 4. Place of Meetings 63
Section 5. Quorum 64
Section 6. Record Date 64
Section 7. Proxies 64
Section 8. Notice of Business 64
ARTICLE II Directors 65
Section 1. Number of Directors 65
Section 2. Election of Directors 65
Section 3. Term of Office 66
Section 4. Removal 66
Section 5. Vacancies 66
Section 6. Quorum and Transaction of Business 66
Section 7. Regular Meetings 66
Section 8. Special Meetings 66
Section 9. Notice of Meetings 67
Section 10. Compensation 67
ARTICLE III Committees 68
Section 1. Executive Committee 68
Section 2. Nominating Committee 68
Section 3. Meeting of Executive and Nominating
Committees 69
Section 4. Other Committees 69
ARTICLE IV Officers 69
Section 1. Number and Titles 69
Section 2. Election, Terms of Office,
Qualifications, and Compensation 70
Section 3. Additional Officers, Agents, Etc. 70
Section 4. Removal 70
Section 5. Resignations 70
Section 6. Vacancies 71
Section 7. Powers, Authority, and Duties of
Officers 71
62
EXHIBIT 3(b) (continued)
TABLE OF CONTENTS
Page
ARTICLE V Indemnification and Insurance 71
Section 1. Indemnification in Non-Derivitive
Actions 71
Section 2. Indemnifications in Derivitive
Actions 72
Section 3. Indemnification as Matter of Right 72
Section 4. Determiniation of Conduct 72
Section 5. Advance Payment of Expenses 72
Section 6. Nonexclusivity 73
Section 7. Liability Insurance 73
Section 8. Meaning of Certain Terms 73
Section 9. Continuation of Indemnification and
Advancement of Expenses 74
ARTICLE VI Certificates for Shares 74
Section 1. Form and Execution 74
Section 2. Registration and Transfer 74
Section 3. Lost, Destroyed or Stolen Certificates 75
Section 4. Registered Stockholders 75
ARTICLE VII Fiscal Year 75
ARTICLE VIII Seal 75
ARTICLE IX Amendments 76
63
EXHIBIT 3(b) (continued)
BY-LAWS
0F
GREIF BROS. CORPORATION
ARTICLE I
Meetings of Stockholders
Section 1. Annual Meetings. The annual meeting of stockholders shall
be held on the fourth Monday of February, if not a legal holiday (or, if a
legal holiday, then on the next secular day following), at 10:00 a.m., or
at such other time and on such other date during the first six months of
each fiscal year as may be fixed by the Board of Directors and stated in
the notice of the meeting, for the election of Directors, the consideration
of reports to be laid before such meeting and the transaction of such other
business as may properly come before the meeting.
Section 2. Special Meetings. Special meetings of the stockholders
shall be called upon the written request of the Chairman of the Board of
Directors, the President, the Directors by action at a meeting, a majority
of the Directors acting without a meeting, or of the holders of shares
entitling them to exercise fifty percent (50%) of the voting power of the
Corporation entitled to vote thereat. Calls for such meetings shall
specify the purposes thereof. No business other than that specified in the
call shall be considered at any special meeting.
Section 3. Notices of Meetings. Unless waived, written notice of
each annual or special meeting stating the time, place, and the purposes
thereof shall be given by personal delivery or by mail to each stockholder
of record entitled to vote at or entitled to notice of the meeting, not
more than sixty (60) days nor less than ten (10) days before any such
meeting. If mailed, such notice shall be directed to the stockholder at
such stockholder's address as the same appears upon the records of the
Corporation. Any stockholder, either before or after any meeting, may
waive any notice required to be given by law or under these By-Laws.
Section 4. Place of Meetings. Meetings of stockholders shall be held
in Delaware County, Ohio, at the principal office of the Corporation in
that County unless the Board of Directors determines that a meeting shall
be held at some other place within or without the State of Delaware and
causes the notice thereof to so state.
64
EXHIBIT 3(b) (continued)
Section 5. Quorum. The holders of shares entitling them to exercise
a majority of the voting power of the Corporation entitled to vote at any
meeting, present in person or by proxy, shall constitute a quorum for the
transaction of business to be considered at such meeting; provided,
however, that no action required by law or by the Certificate of
Incorporation or these By-Laws to be authorized or taken by the holders of
a designated proportion of the shares of any particular class or of each
class may be authorized or taken by a lesser proportion. The holders of a
majority of the voting shares represented at a meeting, whether or not a
quorum is present, may adjourn such meeting from time to time, until a
quorum shall be present.
Section 6. Record Date. The Board of Directors may fix a record date
for any lawful purpose, including without limiting the generality of the
foregoing, the determination of stockholders entitled to (i) receive notice
of or to vote at any meeting, (ii) receive payment of any dividend or other
distribution or allotment of any rights, (iii) receive or exercise rights
of purchase or of subscription for, or exchange or conversion of, shares or
other securities, subject to any contract right with respect thereto, or
(iv) participate in the execution of written consents, waivers or releases.
Said record date shall be not more than sixty (60) days nor less than ten
(10) days preceding the date of such meeting, the date fixed for the
payment of any dividend or distribution or the date fixed for the receipt
or the exercise of rights, as the case may be. If a record date shall not
be fixed, the record date for the determination of stockholders who are
entitled to notice of, or who are entitled to vote at, a meeting of
stockholders, shall be the close of business on the date next preceding the
day on which notice is given, or the close of business on the date next
preceding the day on which the meeting is held, as the case may be.
Section 7. Proxies. A person who is entitled to attend a
stockholders' meeting, to vote thereat, or to execute consents, waivers or
releases, may be represented at such meeting or vote thereat, and execute
consents, waivers and releases, and exercise any of his or her other
rights, by proxy or proxies appointed by a writing signed by such person.
Section 8. Notice of Business. At any meeting of the stockholders,
only such business shall be conducted as shall have been brought before the
meeting (a) by or at the direction of the Board of Directors or (b) by any
stockholder of the Corporation who is a stockholder of record at the time
of giving of the notice provided for in this Section 8, who shall be
entitled to vote at such meeting and who complies with the notice
procedures set forth in this Section 8. For business to be properly
brought before a stockholder 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
65
EXHIBIT 3(b) (continued)
mailed and received at the principal executive offices of the Corporation
not less than 60 days nor more than 90 days prior to the meeting; provided,
however, that in the event that less than 70 days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely must be received no later than the
close of business on the 10th day following the day on which such notice of
the date of the meeting was mailed or such public disclosure was made. A
stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the meeting (a) a brief description of
the business desired to be brought before the meeting and the reasons for
conducting such business at the 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 bylaws to
the contrary, no business shall be conducted at a stockholder meeting
except in accordance with the procedures set forth in this Section 8. The
chairman of the 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 the bylaws, 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.
ARTICLE II
Directors
Section 1. Number of Directors. Until changed in accordance with the
provisions of Article IX, below, the number of Directors of the Corporation
shall be ten (10).
Section 2. Election of Directors. Directors shall be elected at the
annual meeting of stockholders, but when the annual meeting is not held or
Directors are not elected thereat, they may be elected at a special meeting
called and held for that purpose. Such election shall be by ballot
whenever requested by any stockholder entitled to vote at such election;
but, unless such request is made, the election may be conducted in any
manner approved at such meeting. At each meeting of stockholders for the
election of Directors, the persons receiving the greatest number of votes
shall be Directors.
66
EXHIBIT 3(b) (continued)
Section 3. Term of Office. Each Director shall hold office until the
annual meeting next succeeding his or her election and until his or her
successor is elected and qualified, or until his or her earlier
resignation, removal from office or death.
Section 4. Removal. All the Directors or any individual Director may
be removed from office, without assigning any cause, by the vote of the
holders of a majority of the stock entitled to vote in the election of
directors. In case of any such removal, a new Director may be elected at
the same meeting for the unexpired term of each Director removed.
Section 5. Vacancies. Vacancies in the Board of Directors may be
filled by a majority vote of the remaining Directors until an election to
fill such vacancies is had. Stockholders entitled to elect Directors shall
have the right to fill any vacancy on the Board (whether the same has been
temporarily filled by the remaining Directors or not) at any meeting of the
stockholders called for that purpose, and any Directors elected at any such
meeting of stockholders shall serve until the next annual election of
Directors and until their successors are elected and qualified.
Section 6. Quorum and Transaction of Business. A majority of the
whole authorized number of Directors shall constitute a quorum for the
transaction of business, except that a majority of the Directors in office
shall constitute a quorum for filling a vacancy on the Board. Whenever
less than a quorum is present at the time and place appointed for any
meeting of the Board, a majority of those present may adjourn the meeting
from time to time, until a quorum shall be present. The act of not less
than a majority of the Directors present at a meeting at which a quorum is
present shall be the act of the Board.
Section 7. Regular Meetings. Regular meetings of the Board of
Directors shall be held at such times and places, within or without the
State of Delaware, as the Board of Directors may, by resolution or by-law,
from time to time, determine. The Secretary shall give notice of each such
resolution or by-law to any Director who was not present at the time the
same was adopted, but no further notice of such regular meeting need be
given.
Section 8. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board, the President, or any
two members of the Board of Directors, and shall be held at such times and
places, within or without the State of Delaware, as may be specified in
such call.
67
EXHIBIT 3(b) (continued)
Section 9. Notice of Meetings. Notice of the time and place of each
special meeting shall be given to each Director by the Secretary or by the
person or persons calling such meeting. Such notice need not specify the
purpose or purposes of the meeting and may be given in any manner or method
and at such time so that the Director receiving it may have reasonable
opportunity to participate in the meeting. Such notice shall, in all
events, be deemed to have been properly and duly given if mailed at least 7
days prior to the meeting and directed to the residence or business address
of each Director as shown upon the Secretary's records and, in the event of
a meeting to be held through the use of communications equipment, if the
notice sets forth the telephone number at which each Director may be
reached for purposes of participation in the meeting as shown upon the
Secretary's records and states that the Secretary must be notified if a
Director desires to be reached at a different telephone number. The giving
of notice shall be deemed to have been waived by any Director who shall
participate in such meeting and may be waived, in a writing, by any
Director either before or after such meeting.
Section 10. Compensation. The Directors who are not employees of the
Corporation shall be entitled to receive such reasonable compensation for
their services as may be fixed from time to time by resolution of the
Board, and expenses of attendance, if any, may be allowed for attendance at
each annual, regular or special meeting of the Board or other function, in
the Board's discretion. Nothing herein contained shall be construed to
preclude any Director from serving the Corporation in any other capacity
and receiving compensation therefor. Members of the Executive Committee or
of any other standing or special committee may by resolution of the Board
be allowed such compensation for their services as the Board may deem
reasonable, and additional compensation may be allowed to Directors for
special services rendered.
68
EXHIBIT 3(b) (continued)
ARTICLE III
Committees
Section 1. Executive Committee. The Board of Directors may from time
to time, by resolution passed by a majority of the entire Board, create an
Executive Committee consisting of one or more Directors, the members of
which shall be elected by the Board of Directors to serve during the
pleasure of the Board. Provided, however, that the Chairman of the Board
shall be a member of the Executive Committee. If the Board of Directors
does not designate a chairman of the Executive Committee, the Executive
Committee shall elect a chairman from its own number. Except as otherwise
provided herein and in the resolution creating an Executive Committee, such
committee shall, during the intervals between the meetings of the Board of
Directors possess and may exercise all of the powers 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 fixed to all papers
which may require it, but no such committee shall have the power or
authority to amend the Certificate of Incorporation, adopt an agreement of
merger or consolidation, recommend to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation's property and
assets, recommend to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amend the by-laws of the Corporation.
Unless otherwise specifically provided in the resolution of the Board of
Directors or the Certificate of Incorporation, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance
of stock. Such committee or committees shall have such name or names as
may be determined from time to time by resolution adopted by the Board of
Directors. The Executive Committee shall keep full records and accounts of
its proceedings and transactions. All action by the Executive Committee
shall be reported to the Board of Directors at its meeting next succeeding
such action and shall be subject to control, revision and alteration by the
Board of Directors, provided that no rights of third persons shall be
prejudicially affected thereby.
Section 2. Nominating Committee. The Board of Directors may from
time to time, by resolution passed by a majority of the entire Board,
create a Nominating Committee consisting of one or more Directors, the
members of which shall be elected by the Board of Directors to serve during
the pleasure of the Board, provided that a majority of the members of the
Nominating Committee shall be Directors who are neither officers nor
employees of the Corporation or any subsidiary of the Corporation. If the
Board of Directors does not designate a chairman of the Nominating
Committee, the Nominating Committee shall elect a chairman from its own
69
EXHIBIT 3(b) (continued)
number. Subject to the provisions this section and of Article I, Section 8
of these by-laws, the Nominating Committee shall have such authority as may
be delegated to it from time to time by the Board, in its discretion.
Section 3. Meetings of Executive and Nominating Committees. Subject
to the provisions of these By-Laws, the Executive Committee and Nominating
Committee shall fix their own rules of procedure, respectively, and shall
meet as provided by such rules or by resolutions of the Board of Directors,
and each such committee shall also meet at the call of the Chairman, the
President, the chairman of such committee or any two members of such
committee. Unless otherwise provided by such rules or by such resolutions,
the provisions of Section 8 of Article II relating to the notice required
to be given of meetings of the Board of Directors shall also apply to
meetings of the Executive Committee and Nominating Committee. A majority
of the Executive Committee or Nominating Committee, as applicable, shall be
necessary to constitute a quorum at a meeting of such committee. Each such
committee may act in a writing, or by telephone with written confirmation,
without a meeting, but no such action of such committee shall be effective
unless concurred in by all members of the committee.
Section 4. Other Committees. The Board of Directors may by resolution
provide for such other standing or special committees as it deems
desirable, and discontinue the same at its pleasure. Each such committee
shall have such powers and perform such duties, not inconsistent with law,
as shall be delegated to it by the Board of Directors.
ARTICLE IV
Officers
Section 1. Number and Titles. The officers of the Company shall be a
chairman of the board, if needed, a vice-chairman, if needed, a president,
one or more vice presidents, if needed, a secretary, one or more assistant
secretaries, if needed, a treasurer, and one or more assistant treasurers,
if needed. The board shall have the discretion to determine from time to
time whether or not either or both of a chairman and vice-chairman of the
board are needed, the number of vice presidents, if any, the Company shall
have, whether or not assistant secretaries and assistant treasurers are
needed, and, if so, the number of assistant secretaries and assistant
treasurers the Company shall have. If there is more than one vice
president, the board may, in its discretion, establish designations for the
vice presidencies so as to distinguish among them as to their functions or
their order, or both. Any two or more offices may be held by the same
person, but no officer shall execute, acknowledge, or verify any instrument
70
EXHIBIT 3(b) (continued)
in more than one capacity if such instrument is required by law, the
Company's articles of incorporation, or these regulations to be executed,
acknowledged, or verified by two or more officers.
Section 2. Election, Terms of Office, Qualifications, and
Compensation. The officers shall be elected by the board of directors.
Each shall be elected for an indeterminate term and shall hold office
during the pleasure of the board of directors. The board of directors may
hold annual elections of officers; in that event, each such officer shall
hold office until his or her successor is elected and qualified unless he
earlier is removed by the board of directors. The chairman of the board,
if one is elected, shall be a director, but no other officer need be a
director. The other qualifications of all officers shall be such as the
board of directors may establish from time to time. The board of directors
shall have the authority to fix the compensation, if any, of each officer.
Section 3. Additional Officers, Agents, Etc. In addition to the
officers mentioned in Article IV, Section 1, the Company may have such
other officers, agents, and committees as the board of directors may deem
necessary and may appoint, each of whom or each member of which shall hold
office for such period, have such authority, and perform such duties as may
be provided in these by-laws or as may be determined by the board from time
to time. The board of directors may delegate to any officer or committee
the power to appoint any subordinate officer, agents, or committees. In
the absence of any officer, or for any other reason the board of directors
may deem sufficient, the board of directors may delegate, for the time
being, the powers and duties, or any of them, of such officer to any other
officer, or to any director.
Section 4. Removal. Any officer may be removed, either with or
without cause, at any time, by the board of directors at any meeting, the
notices (or waivers of notices) of which shall have specified that such
removal action was to be considered. Any officer appointed by an officer
or committee to which the board shall have delegated the power of
appointment may be removed, either with or without cause, by the committee
or superior officer (including successors) who made the appointment, or by
any committee or officer upon whom such power of removal may be conferred
by the board of directors.
Section 5. Resignations. Any officer may resign at any time by
giving written notice to the board of directors, the chairman, the
president, or the secretary. Any such resignation shall take effect at the
time specified therein. Unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.
71
EXHIBIT 3(b) (continued)
Section 6. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise, shall be filled in
the manner prescribed for regular appointments or elections to such office.
Section 7. Powers, Authority, and Duties of Officers. Officers of
the Company shall have the powers and authority conferred and the duties
prescribed by law, in addition to those specified or provided for in these
regulations and such other powers, authority, and duties as may be
determined by the board of directors from time to time.
ARTICLE V
Indemnification and Insurance
Section 1. Indemnification in Non-Derivative Actions. The
Corporation shall indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, other than an action by or in the right of the Corporation,
by reason of the fact that he is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise,
against expenses, including attorneys' fees, judgments, fines, and amounts
paid in settlement actually and reasonably incurred by him in connection
with such action, suit, or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the Corporation and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the Corporation and, with respect
to any criminal action or proceeding, had reasonable cause to believe that
his or her conduct was unlawful.
72
EXHIBIT 3(b) (continued)
Section 2. Indemnification in Derivative Actions. The Corporation
shall indemnify any person who was or is a party, or is threatened to be
made a party to any threatened, pending, or completed action or suit by or
in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent
of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise against expenses,
including attorneys' fees, actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the Corpora-
tion unless, and only to the extent that the Court of Chancery, or the
court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability, but in view of all
the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the Court of Chancery or such
other court shall deem proper.
Section 3. Indemnification as Matter of Right. To the extent that a
director, officer, employee, or agent has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to in
Sections 1 and 2 of this Article VI, or in defense of any claim, issue, or
matter therein, he shall be indemnified against expenses, including
attorneys' fees, actually and reasonably incurred by him in connection
therewith.
Section 4. Determination of Conduct. Any indemnification under
Sections 1 and 2 of this Article VI, unless ordered by a court, shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee, or
agent is proper in the circumstances because he has met the applicable
standard of conduct set forth in Sections 1 and 2 of this Article VI. Such
determination shall be made (a) by the Board of Directors by a majority
vote of a quorum consisting of Directors of the Corporation who were not
parties to such action, suit, or proceeding, or (b) if such a quorum is not
obtainable or if a quorum of disinterested Directors so directs, by
independent legal counsel in written opinion, or (c) by the stockholders.
Section 5. Advance Payment of Expenses. Expenses incurred in
defending any civil or criminal action, suit, or proceeding may be paid by
the Corporation in advance of the final disposition of such action, suit,
or proceeding upon receipt of an undertaking by or on behalf of the
director, officer, employee, or agent to repay such amount, if it shall
ultimately be determined that he is not entitled to be indemnified by the
Corporation as authorized in this Article VI.
73
EXHIBIT 3(b) (continued)
Section 6. Nonexclusivity. The indemnification and advancement of
expenses provided by, or granted pursuant to, the other Sections of this
Article VI shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under
any by-law, agreement, vote of stockholders or disinterested Directors, or
otherwise, both as to action in his or her official capacity and as to
action in another capacity while holding such office.
Section 7. Liability Insurance. The Corporation may purchase and
maintain insurance on behalf of any person who is or was a director,
officer, employee, or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his or her status as such, whether or not the
Corporation would have the power to indemnify him against such liability
under the provisions of this Article VI or of Section 145 of the Delaware
Corporation Law.
Section 8. Meaning of Certain Terms. For purposes of this Article
VI, references to "the Corporation" shall include, in addition to the
resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority
to indemnify its directors, officers, and employees or agents, so that any
person who is or was a director, officer, employee or agent of such
constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Section with
respect to the resulting or surviving corporation as he would have with
respect to such constituent corporation if its separate existence had
continued.
For purposes of this Article VI, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include
any excise taxes assessed on a person with respect to an employee benefit
plan; and references to "serving at the request of the Corporation" shall
include any service as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves services by, such
Director, officer, employee, or agent with respect to an employee benefit
plan, its participants, or beneficiaries; and a person who acted in good
faith and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the
Corporation" as referred to in this Article VI.
74
EXHIBIT 3(b) (continued)
Section 9. Continuation of Indemnification and Advancement of
Expenses. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article VI shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such person.
ARTICLE VI
Certificates for Shares
Section 1. Form and Execution. Certificates for shares, certifying
the number of fully paid shares owned, shall be issued to each stockholder
in such form as shall be approved by the Board of Directors. Such
certificates shall be signed by the President or a Vice President and by
the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer; provided, however, that if such certificates are countersigned
by a transfer agent or registrar, the signatures of any of said officers
and the seal of the Corporation upon such certificates may be facsimiles,
engraved, stamped or printed. If any officer or officers, who shall have
signed, or whose facsimile signature shall have been used, printed or
stamped on any certificate or certificates for shares, shall cease to be
such officer or officers, because of death, resignation or otherwise,
before such certificate or certificates shall have been delivered by the
Corporation, such certificate or certificates, if authenticated by the
endorsement thereon of the signature of a transfer agent or registrar,
shall nevertheless be conclusively deemed to have been adopted by the
Corporation by the use and delivery thereof and shall be as effective in
all respects as though signed by a duly elected, qualified and authorized
officer or officers, and as though the person or persons who signed such
certificate or certificates, or whose facsimile signature or signatures
shall have been used thereon, had not ceased to be an officer or officers
of the Corporation.
Section 2. Registration of Transfer. Any certificate for shares of
the Corporation shall be transferable in person or by attorney upon the
surrender thereof to the Corporation or any transfer agent therefor (for
the class of shares represented by the certificate surrendered) properly
endorsed for transfer and accompanied by such assurances as the Corporation
or such transfer agent may require as to the genuineness and effectiveness
of each necessary endorsement.
75
EXHIBIT 3(b) (continued)
Section 3. Lost, Destroyed or Stolen Certificates. A new share
certificate or certificates may be issued in place of any certificate
theretofore issued by the Corporation which is alleged to have been lost,
destroyed or wrongfully taken upon (i) the execution and delivery to the
Corporation by the person claiming the certificate to have been lost,
destroyed or wrongfully taken of an affidavit of that fact, specifying
whether or not, at the time of such alleged loss, destruction or taking,
the certificate was endorsed, and (ii) the furnishing to the Corporation of
indemnity and other assurances satisfactory to the Corporation and to all
transfer agents and registrars of the class of shares represented by the
certificate against any and all losses, damages, costs, expenses or
liabilities to which they or any of them may be subjected by reason of the
issue and delivery of such new certificate or certificates or in respect of
the original certificate.
Section 4. Registered Stockholders. A person in whose name shares
are of record on the books of the Corporation shall conclusively be deemed
the unqualified owner and holder thereof for all purposes and to have
capacity to exercise all rights of ownership. Neither the Corporation nor
any transfer agent of the Corporation shall be bound to recognize any
equitable interest in or claim to such shares on the part of any other
person, whether disclosed upon such certificate or otherwise, nor shall
they be obliged to see to the execution of any trust or obligation.
ARTICLE VII
Fiscal Year
The fiscal year of the Corporation shall end on such date as may be
fixed from time to time by the Board of Directors.
ARTICLE VIII
Seal
The Board of Directors may provide a suitable seal containing the name
of the Corporation. If deemed advisable by the Board of Directors,
duplicate seals may be provided and kept for the purposes of the
Corporation.
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EXHIBIT 3(b) (concluded)
ARTICLE IX
Amendments
These By-Laws may be amended, or new by-laws may be adopted, by the
Board of Directors; provided, that any by-law, other than an initial
by-law, which divides the Directors into classes having staggered terms
shall be adopted at any meeting of stockholders called for such purpose by
the affirmative vote of, or without a meeting by the written consent of,
the holders of shares entitling them to exercise a majority of the voting
power of the Corporation on such proposal.