BY-LAWS
JERSEY CENTRAL POWER & LIGHT COMPANY
(As Amended May 25, 1993)
JERSEY CENTRAL POWER & LIGHT COMPANY
BY-LAWS
OFFICES
1. The principal office of the corporation shall be
located at Madison Avenue at Punch Bowl Road, in the Township
of Morris, County of Morris, State of New Jersey or such other
place within the State of New Jersey as the Board of Directors
by a two-thirds vote may from time to time designate. The
corporation may also have offices at such other places, either
within or without the State of New Jersey, as the Board of
Directors may from time to time designate or the business of
the corporation may require.
SEAL
2. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization and the
words "CORPORATE SEAL, N.J.". The corporate seal may be
affixed to any certificates of stock, bonds, debentures, notes
or other engraved, lithographed or printed instruments, by
engraving, lithographing or printing thereon such seal or a
facsimile thereof, and such seal or facsimile thereof so
engraved, lithographed or printed thereon shall have the same
force and effect, for all purposes, as if such corporate seal
had been affixed thereto by indentation.
STOCKHOLDERS' MEETINGS
3. All meetings of the stockholders shall be held at Amended by
the principal office of the corporation or at such other place Board of
in the same municipality in which the principal office is Directors
located as may from time to time be designated by the Board of 9-7-72
Directors, or in New York City, at a place therein to be
designated from time to time by the Board of Directors and
stated in the notice of the meeting. All meetings of the
stockholders shall be presided over by the Chairman of the
Board if the Board of Directors has elected such Chairman as
provided herein, or, if there has been no such appointment or
in the event of his absence or disability, by the President or,
if he be absent or disabled, by any Vice President, except when
by statute, the Certificate of Incorporation or any amendment
thereof the election of a presiding officer by the stockholders
present at the meeting is required.
4. The annual meeting of stockholders shall be held on
the third Tuesday in May of each year, if not a legal holiday,
and if a legal holiday, then on the next business day
following,
at 11:30 o'clock A.M. At the annual meeting the stockholders
shall elect a Board of Directors of the corporation and
transact such other business as may properly be brought before
the meeting. Notice of the time and place thereof shall be
given by mail at least ten (10) days prior to the meeting, to
each stockholder of record entitled to vote thereat, at his
address as the same shall appear on the books of the
corporation.
5. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or
represented by proxy, shall be requisite for and shall
constitute a quorum at all meetings of the stockholders for the
transaction of business, except as otherwise provided by law,
by the Certificate of Incorporation or any amendment thereto,
or by these By-Laws. If, however, the holders of a majority of
such stock shall not be present or represented at any meeting
of the stockholders, the stockholders entitled to vote thereat,
present in person or by proxy, shall have power, by a majority
vote of those present, to adjourn the meeting from time to time
not exceeding ten (10) days at any one time without notice
other than announcement at the meeting, until the holders of
the amount of stock requisite to constitute a quorum shall be
present in person or by proxy. At any adjourned meeting at
which a quorum shall be present, in person or by proxy, any
business may be transacted which might have been transacted at
the meeting as originally noticed.
6. At all meetings of the stockholders each
stockholder having the right to vote shall be entitled to vote
in person or by proxy appointed by an instrument executed in
writing by such stockholder, or by his duly appointed attorney,
but no proxy shall be voted upon after three years from its
date. Each holder of record of stock having voting power shall
be entitled to one vote for each share of stock standing in his
name on the books of the corporation; provided, however, that
(except where the transfer books of the corporation shall have
been closed, or a date shall have been fixed as a record date
for the determination of the stockholders entitled to vote, as
hereinafter provided), no share of stock shall be voted at any
election of directors which has been transferred on the books
of the corporation within twenty (20) days next preceding such
election. The vote for directors, and upon the demand of any
stockholder or his duly authorized proxy, the vote upon any
question before the meeting, shall be by ballot. All elections
shall be determined and all questions decided by a plurality
vote, except when by statute or the Certificate of
Incorporation or any amendments thereto a larger vote of the
stockholders shall be required.
7. A complete list of the stockholders entitled to
vote at the ensuing election, arranged in alphabetical order,
with the
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residence of each, and the number of voting shares held by
each, shall be prepared by the Secretary and filed in the
office where the election is to be held at least ten (10) days
before every election, and shall at all times, during the usual
hours for business, and during the whole time of said election,
be open to the examination of any stockholder.
8. Special meetings of the stockholders for any
purpose or purposes, unless otherwise prescribed by statute or
by the Certificate of Incorporation or any amendment thereto,
may be called by the President, or by a majority of the Board
of Directors or by a majority of the Executive Committee, and
shall be called by the President or the Secretary at the
request in writing of the stockholders holding a majority in
amount of the entire capital stock of the corporation issued
and outstanding and entitled to vote, upon ten (10) days'
written or printed notice to each stockholder of record
entitled to vote thereat, stating the place, day and hour of
such meeting and the business proposed to be transacted
thereat. No business shall be transacted at such meetings
except with respect to matters specified in the notice,
provided however, that if all the stockholders of the
corporation entitled to vote shall be present in person or by
proxy any business pertaining to the affairs of the corporation
may be transacted.
DIRECTORS
9. The property and business of the corporation shall Amended by
be managed by its Board of Directors, which shall consist of Board of
not less than five (5) nor more than eleven (11) directors as Directors
shall be fixed from time to time by a resolution adopted by a 9-27-82
majority of the entire Board of Directors; provided, however,
that no decrease in the number of directors constituting the
entire Board of Directors shall shorten the term of any
incumbent director. Directors need not be stockholders. Each
director shall be elected to serve until the next annual
meeting of stockholders and until his successor shall be
elected and shall qualify.
10. In addition to the powers and authorities by these Amended by
By-Laws expressly conferred upon them, the Board may exercise Board of
all such powers of the corporation and do all such lawful acts Directors
and things as are not by statute or by the Certificate of 2-23-93
Incorporation or any amendment thereto or by these By-Laws
directed or required to be exercised or done by the
stockholders.
Unless otherwise required by law, in the absence of fraud
no contract or transaction between the corporation and one or
more of its directors or officers, or between the corporation
and
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any domestic or foreign corporation, firm or association of any
type or kind in which one or more of its directors are
directors or are otherwise interested, shall be void or
voidable solely by reason of such common directorship or
interest, or solely because such director or directors are
present at or participate in the meeting of the Board or
committee thereof which authorizes the contract or transaction,
or solely because his or their votes are counted for such
purposes if:
(a) the contract or transaction is fair and reasonable
as to the corporation as at the time it is authorized, approved
or ratified; or
(b) the fact of the common directorship or interest is
disclosed or known to the Board or committee and the Board or
committee authorizes, approves, or ratifies the contract or
transaction by unanimous written consent, provided at least one
director so consenting is disinterested, or by affirmative vote
of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or
(c) the fact of common directorship or interest is
disclosed or known to the stockholders, and they authorize,
approve or ratify the contract or transaction.
The interest of any director or officer in any such
contract or transaction shall be fully disclosed at such
meeting and a director who is so interested may be counted at
any such meeting for the purpose of determining the existence
of a quorum to consider and vote upon any contract or
transaction in which he is so interested.
No director or officer shall be liable to account to the
corporation for any profit realized by him from or through any
such contract or transaction of the corporation by reason of
his interest as aforesaid in such contract or transaction if
such contract or transaction shall be authorized, approved or
ratified as aforesaid.
Nothing herein shall create liability in any of the
events described in this Section 10 or prevent the
authorization, ratification or approval, in any other manner
provided by law, of any contract or transaction described in
this Section 10.
MEETINGS OF THE BOARD
11. At all meetings of the Board of Directors, a Amended by
majority of the directors shall constitute a quorum for the Board of
transaction of business, and the act of a majority of the Directors
directors present at any meeting at which there is a quorum 9-26-78
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shall be the act of the Board of Directors, except as may be
otherwise specifically provided by statute or by the
Certificate of Incorporation or any amendment thereto or by
these By-Laws.
Any or all directors may participate in a meeting of the Amended by
Board by means of conference telephone or any means of Board of
communication by which all persons participating in the meeting Directors
are able to hear each other and when so participating shall be 5-10-77
deemed to be present.
12. The first meeting of the Board of Directors held
next after the annual meeting of stockholders at which
directors shall have been elected, shall be held for the
purpose of organization, the election of officers and the
transaction of any other business which may come before the
meeting.
13. Regular meetings of the Board of Directors shall be
held at such time and place and on such notice as the Board of
Directors may from time to time determine.
14. Special meetings of the Board of Directors may be Amended by
called by the Chairman of the Board or by the President or, in Stockholders
the absence or disability of the Chairman of the Board and the 5-15-56
President, by a Vice President, or by any two directors, and
may be held at the time and place designated in the call and
notice of the meeting. The Secretary, or other officer
performing his duties, shall give notice either personally or
by mail or by telegram at least twenty-four hours before the
meeting. Meetings may be held at any time and place without
such notice if all the directors are present or if those not
present waive notice in writing, either before or after the
meeting.
15. Any regular or special meeting may be adjourned to
any other time at the same or any other place by a majority of
the directors present at the meeting, whether or not a quorum
shall be present at such meeting, and no notice of the
adjourned meeting shall be required other than announcement at
the meeting.
COMPENSATION AND REIMBURSEMENT OF DIRECTORS
AND MEMBERS OF THE EXECUTIVE COMMITTEE
16. Directors, other than salaried officers of the GPU Amended by
System shall receive compensation for their services as Board of
directors, at such rate, as shall be fixed from time to time Directors
by the Board, and shall be reimbursed for their reasonable 11-8-82
expenses, if any, of attendance at each regular or special
meeting of the Board of Directors. Such directors may
participate in any business travel accident insurance plan and
voluntary group accident insurance plan maintained by the
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corporation for its employees, and the corporation may make
premium contributions for directors under any such plan on the
same basis as for officers of the corporation.
Such directors who are members of any committee of the
Board shall receive compensation for their services as such
members as shall be fixed from time to time by the Board and
shall be reimbursed for their reasonable expenses, if any, in
attending meetings of such committee or otherwise performing
their duties as members of such committee.
COMMITTEES
17. The Board of Directors may by vote of a majority of Amended by
the whole Board create an Executive Committee consisting of Board of
three or more of their own number to hold office for such Directors
period as the Board shall determine. The Chairman of the Board 9-7-72
and the President shall be members of the Executive Committee
and the Chairman of the Board shall be Chairman thereof. The
remaining member or members shall be elected by a majority vote
of the whole Board of Directors. The Board by a majority vote
of the whole Board may fill any vacancies in the Executive
Committee and may designate one or more alternate members who
shall serve on the Executive Committee in the absence of any
regular member or members of such Committee.
Such Executive Committee shall advise with and aid the
officers of the corporation in all matters concerning its
interest and the management of its business, and shall, between
meetings of the Board of Directors, have all the power of the
Board of Directors in the management of the business and
affairs of the corporation, and shall have power to authorize
the seal of the corporation to be affixed to all papers which
may require it. The taking of any action by the Executive
Committee shall be conclusive evidence that the Board of
Directors was not at the time of such action in session.
The Executive Committee shall cause to be kept regular minutes Corrected by
of its proceedings, which may be transcribed in the regular Stockholders
minute book of the corporation, and all such proceedings shall 5-15-56
be reported to the Board of Directors at its next succeeding
meeting, and shall be subject to revision or alteration by the
Board of Directors, provided that no rights of third persons
shall be affected by such revision or alteration. A majority
of the Executive Committee shall constitute a quorum at any
meeting. The Executive Committee may, from time to time,
subject to the approval of the Board of Directors, prescribe
rules and regulations for the calling and conduct of meetings
of the Committee, and other matters relating to its procedure
and the
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exercise of its powers. Any or all members of the Executive Amended by
Committee may participate in a meeting thereof by means of Board of
conference telephone or any means of communication by which Directors
all persons participating in the meeting are able to hear each 5-10-77
other and when so participating shall be deemed to be present.
From time to time the Board of Directors may appoint any Amended by
other committee or committees for any purpose or purposes, Board of
which committee or committees shall have such powers and such Directors
tenure of office as shall be specified in the resolution of 9-24-85
appointment. The chief executive officer of the corporation
shall be a member ex officio of all committees of the Board,
unless the resolution appointing a particular committee
specifically excludes such ex officio membership by the chief
executive officer.
OFFICERS
18. The officers of the corporation shall be chosen by Amended by
the Board of Directors and shall be a Chairman of the Board Board of
(if one be elected as provided herein), a President, one or Directors
more Vice Presidents, a Secretary, one or more Assistant 9-7-72
Secretaries, a Treasurer, one or more Assistant Treasurers, and
a Comptroller. The Board of Directors may also choose one or
more Assistant Comptrollers. The Board of Directors may at any
regular or special meeting elect from among their own number, a
Chairman of the Board.
19. The Board of Directors, at its first meeting after Amended by
the election of Directors by the stockholders, shall choose a Stockholders
President from among their own number, and a Secretary, a 5-23-63
Treasurer, a Comptroller and such Vice Presidents, Assistant
Secretaries, Assistant Treasurers and Assistant Comptrollers as
it shall deem necessary, none of whom need be members of the
Board of Directors. Such officers of the corporation shall
hold office until the first meeting of the Board of Directors
after the next succeeding annual meeting of stockholders and
until their successors are chosen and qualified in their stead.
The President may not occupy any other such office. Except as
to the President, any two of such offices may be occupied by
the same person, but no officer shall execute, acknowledge or
verify any instrument in more than one capacity.
20. The Board of Directors may appoint such other
officers and agents as it shall deem necessary, who shall hold
their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by
the Board of Directors.
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21. The salary or other compensation of the officers Amended by
other than assistant officers shall be fixed by the Board of Board of
Directors. The salaries or other compensation of the assistant Directors
officers and all other employees shall, in the absence of any 12-19-89
action by the Board, be fixed by the President or such other
officers or executives as may be designated by the President.
22. Any officers or agents elected or appointed by the
Board of Directors may be removed at any time, with or without
cause, by vote of a majority of the whole Board of Directors.
CHAIRMAN OF THE BOARD
23. In the event that the Board of Directors shall Amended by
elect a Chairman of the Board as herein provided, he shall, Board of
unless otherwise directed by the Board of Directors, be the Directors
chief executive officer of the corporation with authority, 9-7-72
among other things, to sign in the name and on behalf of the
corporation any and all contracts, agreements and other
instruments and documents pertaining to matters which arise in
the normal conduct or ordinary course of business of the
corporation, shall hold office until the next annual meeting of
stockholders, shall preside at all meetings of the Board of
Directors and shall have and exercise such other powers and
perform such other duties as may be assigned and conferred upon
him by these By-Laws or by the Board of Directors.
PRESIDENT
24. The President, in the absence, or during the Amended by
disability, of a Chairman of the Board functioning as the Board of
chief executive officer of the corporation, shall be the chief Directors
executive officer of the corporation. He shall, except as 9-7-72
otherwise provided herein or by law, preside at all meetings of
the Board of Directors, the Executive Committee and the
stockholders. Subject to the control of the Board of Directors
and any Chairman of the Board functioning as chief executive
officer of the corporation, he shall have general supervision,
direction and control of the business and affairs of the
corporation. He shall have such powers and duties as are
usually vested in the office of President of a corporation, and
shall perform such other and further duties as may from time to
time be assigned to him by the Board of Directors. He may sign
in the name and on behalf of the corporation any and all
contracts, agreements and other instruments and documents
pertaining to matters which arise in the normal conduct or
ordinary course of business of the corporation.
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VICE PRESIDENT OR VICE PRESIDENTS
25. If there be one Vice President he shall, at the Amended by
request or in the absence or disability of the President, have Board of
supervision, direction and control of the business of the Directors
corporation and exercise the duties and functions of the 6-26-58
President. He shall also have such powers and perform such
other duties as may be prescribed from time to time by law, the
Certificate of Incorporation or any amendment thereof, the
By-Laws, the Board of Directors or the President. If there be
more than one Vice President, the Board of Directors shall
assign to each of them the general scope of their respective
duties, subject to detailed specification thereof made from
time to time, by the President, and the Board shall designate
which Vice President shall exercise the duties and functions of
the President during his absence or disability, and the Board
may designate such Vice President as the Executive Vice
President. Any Vice President may sign in the name and on
behalf of the corporation contracts, agreements or other
instruments, and documents pertaining to matters which arise in
the normal conduct or ordinary course of business of the
corporation, except in cases where the signing thereof shall be
expressly and exclusively delegated by the Board of Directors
or the Executive Committee to some other officer or agent of
the corporation.
SECRETARY
26. The Secretary shall attend all meetings of the
Board of Directors, the Executive Committee, and the
stockholders, and shall record all votes and the minutes of all
proceedings in a book or books to be kept by him for that
purpose, and shall perform like duties for the standing
committees when required. He shall give, or cause to be given,
notice of all meetings of the stockholders, the Board of
Directors and the Executive Committee, and shall perform such
other duties as may be prescribed by the Board of Directors or
President. He shall be sworn to the faithful discharge of his
duty. Any records kept by him shall be the property of the
corporation in case of his death, resignation, retirement or
removal from office. He shall be the custodian of the seal of
the corporation and when authorized by the Board of Directors
or by the President or a Vice President, shall affix the seal
to all instruments requiring it and shall attest the same
and/or the execution of such instruments as required. He shall
have control of the stock ledger, stock certificate book and
other formal records and documents relating to the corporate
affairs of the corporation.
The Assistant Secretary or Assistant Secretaries shall
assist the Secretary in the performance of his duties, and shall
9
exercise and perform his powers and duties in his absence or
disability, and shall also exercise such powers and duties as
may be conferred or required by the Board of Directors, or by
the President.
TREASURER
27. The Treasurer shall have the custody of the
corporate funds and securities, shall keep full and accurate
accounts of receipts and disbursements in books belonging to
the corporation, and shall deposit all moneys and other
valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the
Board of Directors.
He shall disburse the funds of the corporation in such
manner as may be ordered by the Board of Directors, taking
proper vouchers for such disbursements, and shall render to the
President and directors at the regular meetings of the Board of
Directors, or whenever they may require it, a report of cash
receipts and disbursements and an account of all his
transactions as Treasurer.
He shall give the corporation a bond, in such sum and
with such sureties as may be satisfactory to the Board of
Directors, for the faithful performance of the duties of his
office, and for the restoration to the corporation, in case of
his death, resignation, retirement or removal from office, of
all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging
to the corporation.
The Assistant Treasurer or Assistant Treasurers shall
assist the Treasurer in the performance of his duties, and
shall exercise and perform his powers and duties in his absence
or disability and shall also exercise and perform such duties
as may be conferred or required by the Board of Directors, or
by the President.
COMPTROLLER AND ASSISTANT COMPTROLLERS
28. The Comptroller of the corporation shall have full Adopted by
control of all the books of account of the corporation and keep Stockholders
a true and accurate record of all property owned by it, of its 5-23-63
debts and its revenues and expenses and shall keep all
accounting records of the corporation, other than the records
of receipts and disbursements and those relating to the deposit
or custody of money and securities of the corporation which
shall be kept by the Treasurer, and shall also make reports to
the President and directors whenever they may require them.
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The Assistant Comptroller or Assistant Comptrollers shall
assist the Comptroller in the performance of his duties and
shall exercise and perform his powers and duties in his absence
or disability and shall also exercise such powers and perform
such duties as may be conferred or required by the Board of
Directors, or by the President.
VACANCIES
29. If the office of any director becomes vacant by
reason of death, resignation, retirement, disqualification, or
otherwise, the directors then in office, although less than a
quorum, by a majority vote, may choose a successor or
successors, who shall hold office for the unexpired term in
respect of which such vacancy occurred. If the office of any
officer of the corporation shall become vacant for any reason,
the Board of Directors by a majority vote of those present at
any meeting at which a quorum is present, may choose a
successor or successors, who shall hold office for the
unexpired term in respect of which such vacancy occurred.
RESIGNATIONS
30. Any officer or any director of the corporation may
resign at any time, such resignation to be made in writing and
to take effect from the time of its receipt by the corporation,
unless some time be fixed in the resignation, and then from
that time.
DUTIES OF OFFICERS MAY BE DELEGATED
31. In case of the absence of any officer of the
corporation, or for any other reason the Board of Directors may
deem sufficient, the Board of Directors may delegate, for the
time being, the powers or duties, or any of them, of such
officer to any other officer.
INDEMNIFICATION OF
DIRECTORS, OFFICERS AND EMPLOYEES
32. (a) The corporation shall indemnify any person who Amended by
was or is a party or is threatened to be made a party to any Board of
threatened, pending or completed civil, criminal, administrative Directors
or arbitrative action, suit or proceeding, and any appeal 4-28-87
therein and any inquiry or investigation which could lead to
such action, suit or proceeding, other than a proceeding by or
in the right of the corporation, by reason of the fact that he
was a
11
director, officer or employee of the corporation (and may
indemnify any person who was an agent of the corporation), or a
person serving at the request of the corporation as a director,
officer, trustee, employee or agent of another corporation,
partnership, joint venture, sole proprietorship, trust,
employee benefit plan or other enterprise, whether or not for
profit, to the fullest extent permitted by law, including
without limitation indemnification against liabilities (amounts
paid or incurred in satisfaction of settlements, judgments,
fines and penalties) and expenses (reasonable costs,
disbursements and counsel fees) incurred by such person in
connection with such proceeding, if
(i) such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the
best interest of the corporation; and
(ii) with respect to any criminal proceeding, such
person had no reasonable cause to believe his
conduct was unlawful.
The termination of any proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not of itself create a presumption that such
person did not meet the applicable standards of conduct set
forth in Section 32(a)(i) or in Section 32(a)(ii).
(b) The corporation shall pay the expenses of a
person in connection with any proceeding by or in the right of
the corporation to procure a judgment in its favor which
involves such person by reason of his being or having been a
director, officer or employee of the corporation (and may pay
the expenses of an agent of the corporation) 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. However,
in such proceeding no indemnification shall be provided in
respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation,
unless and only to the extent that the Superior Court or the
court in which such proceeding was brought shall determine upon
application that despite the adjudication of liability, but in
view of all circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses as the
Superior Court or such other court shall deem proper.
(c) The corporation shall indemnify a corporate
agent, as defined in N.J.S. 14A:3-5(1), against expenses to the
extent that such corporate agent has been successful on the
merits or otherwise in any proceeding referred to in Section 32
(a) and (b) or in defense of any claim, issue or matter
therein.
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(d) Any indemnification under Section 32 (a) and,
unless ordered by a court, under Section 32 (b), may be made by
the corporation only as authorized in a specific case upon a
determination that indemnification is proper in the
circumstances because the director, officer, employee or agent
met the applicable standard conduct set forth therein. Unless
otherwise provided in the Certificate of Incorporation or
By-Laws, such determination shall be made
(i) by the Board of Directors or a committee thereof,
acting by a majority vote of a quorum consisting of
directors who were not parties to or otherwise
involved in the proceeding; or
(ii) if such a quorum is not obtainable, or, even if
obtainable and such quorum of the Board of
Directors or committee by a majority vote of the
disinterested directors so directs, by independent
legal counsel, in a written opinion, such counsel
to be designated by the Board of Directors.
(e) Expenses incurred by a director, officer or Amended by
employee in connection with such a proceeding shall (and Board of
expenses incurred by an agent in connection with such a Directors
proceeding may) be paid by the corporation in advance of the 5-25-93
final disposition of the proceeding as authorized by the Board
of Directors upon receipt of an undertaking by or on behalf of
such person to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified as
provided in this section.
(f) The indemnification and advancement of Amended by
expenses provided by or granted pursuant to the other Board of
subsections of this section shall not exclude any other rights, Directors
including the right to be indemnified against liabilities and 5-25-93
expenses incurred in proceedings by or in the right of the
corporation, to which a person may be otherwise entitled
provided that no indemnification shall be made to or on behalf
of a person if a judgment or other final adjudication adverse
to such person establishes that his acts or omissions (a) were
in breach of his duty of loyalty to the corporation or its
shareholders, as defined in subsection (3) of N.J.S. 14A:2-7,
(b) were not in good faith or involved a knowing violation of
law or (c) resulted in receipt by the corporate agent of an
improper personal benefit.
(g) The corporation shall have the power to
purchase and maintain insurance on behalf of any director,
officer, employee or agent of the corporation against any
expenses incurred in any proceeding and any liabilities
asserted against him by reason of his being or having been
such, whether or not the corporation would have the power to
indemnify him against
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such expenses and liabilities under the provisions of this
section. The corporation may purchase such insurance from, or
such insurance may be reinsured in whole or in part by, an
insurer owned by or otherwise affiliated with the corporation,
whether or not such insurer does business with other insureds.
(h) For purposes of this section: (i) the
corporation shall be deemed to have requested an officer,
director, employee or agent to serve as fiduciary with respect
to an employee benefit plan where the performance by such
person of duties to the corporation also imposes duties on, or
otherwise involves services by, such person as a fiduciary with
respect to the plan; (ii) excise taxes assessed with respect to
any transaction with an employee benefit plan shall be deemed
"fines"; and (iii) action taken or omitted by such person with
respect to an employee benefit plan in the performance of
duties for a purpose reasonably believed to be in the interest
of the participants and beneficiaries of the plan shall be
deemed to be for a purpose which is not opposed to the best
interests of the corporation.
(i) All rights of indemnification under this
section shall be deemed a contract between the corporation and
the person entitled to indemnification under this section
pursuant to which the corporation and each such person intend
to be legally bound. Any repeal, amendment or modification
thereof shall be prospective only and shall not limit, but may
expand, any rights or obligations in respect of any proceeding
whether commenced prior to or after such change to the extent
such proceeding pertains to actions or failures to act
occurring prior to such change.
(j) The indemnification and advancement of expenses
provided by, or granted pursuant to, this section shall
continue as to a person who has ceased to be an officer,
director, employee or agent in respect of matters arising prior
to such time, and shall inure to the benefit of the heirs,
executors and administrators of such person.
STOCK OF OTHER CORPORATIONS
33. The Board of Directors shall have the right to
authorize any officer or other person on behalf of the
corporation to attend, act and vote at meetings of the
stockholders of any corporation in which the corporation shall
hold or own stock, and to exercise thereat any and all the
rights and powers incident to the ownership of such stock and
to execute waivers of notice of such meetings and calls
therefor; and authority may be given to exercise the same
either on one or more designated occasions, or generally on all
occasions until revoked
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by the Board of Directors. In the event that the Board of
Directors shall fail to give such authority, such authority may
be exercised by the President in person or by proxy appointed
by him on behalf of the corporation.
CERTIFICATES OF STOCK
34. (a) Shares of the stock of the corporation shall Amended by
be represented by certificates or, except as limited by law, Board of
uncertificated shares. Directors
2-23-93
(b) The certificates of stock of the corporation
shall be numbered and shall be entered in the books of the
corporation as they are issued. They shall be in a form
approved by the Board of Directors. They shall exhibit the
holder's name and number of shares and shall be signed by the
President or a Vice President and the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary, and the
seal of the corporation shall be affixed thereto. Such
certificates may, in addition to the foregoing, be signed by a
transfer agent or an assistant transfer agent or by a transfer
clerk on behalf of the corporation and by a registrar, who
shall have been duly appointed for the purpose by the Board of
Directors. When such certificates are signed by a transfer
agent or an assistant transfer agent or by a transfer clerk on
behalf of the corporation and by a registrar, the signature of
the President, Vice President, Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary upon any such certificates may
be affixed by engraving, lithographing, or printing thereon a
facsimile of such signature, in lieu of actual signature, and
such facsimile signature so engraved, lithographed or printed
thereon shall have the same force and effect, as if such
officer had actually signed the same. In case any officer who
has signed, or whose facsimile signature has been affixed to,
any such certificate shall cease to be such officer before such
certificate shall have been delivered by the corporation, such
certificate may nevertheless be issued and delivered as though
the person who signed such certificate, or whose facsimile
signature has been affixed thereto, had not ceased to be such
officer of the corporation.
(c) Uncertificated shares may be issued upon
initial issuance of shares or upon transfer of certificated
shares after surrender thereof to the corporation. Within a
reasonable time after the issuance or transfer of
uncertificated shares, the corporation shall send to the
registered owner thereof a written notice containing the
information required to be set forth or stated on certificates
by subsections 14A:7-11(2) and 14A:7-11(3), and if required,
14A:7-12(2), of the New Jersey Business Corporation Act as the
same may be amended from time to time.
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TRANSFERS OF STOCK
35. Transfers of stock shall be made on the books of
the corporation, only by the person named in the certificate or
by attorney, lawfully constituted in writing, and upon
surrender of the certificate therefor.
CLOSING OF
TRANSFER BOOKS OR FIXING RECORD DATE
36. The Board of Directors may close the stock transfer
books of the corporation for a period not exceeding fifty days
preceding the date of any meetings of stockholders, or the date
for the payment of any dividend, or the date for the allotment
of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, during which
period no transfer of stock shall be made on the books of the
corporation. In lieu of so closing the stock transfer books,
the Board of Directors may fix in advance a date, not exceeding
fifty days preceding the date of any meeting of stockholders,
or the date for the payment of any dividend, or the date for
the allotment of rights, or the date when any change or
conversion or exchange of capital stock shall go into effect,
as a record date for the determination of stockholders entitled
to notice of, and to vote at, any such meeting and any
adjournment thereof, or entitled to receive payment of any such
dividend, or to any such allotment of rights, or to exercise
the rights in respect to any such change, conversion or
exchange of capital stock, and in such case only stockholders
(of the class or classes entitled to vote or participate in
such dividend, allotment of rights, or change, conversion or
exchange of capital stock, as the case may be), of record on
the date so fixed shall be entitled to such notice of, and to
vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend, or to receive such allotment
of rights, or to exercise such rights, as the case may be,
notwithstanding any transfer of stock on the books of the
corporation, or the original issue of any such stock, after any
such record date fixed as aforesaid.
REGISTERED STOCKHOLDERS
37. The corporation shall be entitled to treat the
holder of record of any share or shares of stock as the holder
in fact thereof and accordingly shall not be bound to recognize
any equitable or other claim to, or interest in, such share on
the part of any other person, whether or not it shall have
express or other notice thereof, save as expressly provided by
the statutes of the State of New Jersey.
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LOST CERTIFICATES
38. Any person claiming a certificate of a stock to be
lost or destroyed shall make an affidavit or affirmation of
that fact, whereupon a new certificate may be issued of the
same tenor and for the same number of shares as the one alleged
to be lost or destroyed; provided, however, that the Board of
Directors may require, as a condition to the issuance of a new
certificate, a bond of indemnity in an amount sufficient to
indemnify the corporation against any claim that may be made
against it on account of the alleged loss or destruction of any
such certificate or the issuance of any such new certificate,
and may also require the advertisement of such loss in such
manner as the Board of Directors may prescribe.
INSPECTION OF BOOKS
39. The Board of Directors shall have power to
determine whether and to what extent, and at what time and
places and under what conditions and regulations, the accounts
and books of the corporation (other than the books required by
statute to be open to the inspection of stockholders), or any
of them, shall be open to the inspection of stockholders, and
no stockholders shall have any right to inspect any account or
book or document of the corporation, except as such right may
be conferred by the statutes of the State of New Jersey or by
resolution of the Board of Directors or of the stockholders.
CHECKS, NOTES, BONDS,
DEBENTURES AND OTHER INSTRUMENTS
40. All checks or demands for money (other than transfer Amended by
to other bank accounts of the company or its affiliates) and Board of
notes of the corporation shall be signed by such person or Directors
persons (who may but need not be an officer or officers of the 7-31-63
corporation) as the Board of Directors may from time to time and
designate, either directly or through such officers of the 4-23-70
corporation as shall, by resolution of the Board of Directors,
be authorized to designate such person or persons. If
authorized by the Board of Directors, the signatures of such
persons, or any of them, upon any checks for the payment of
money may be made by engraving, lithographing or printing
thereon a facsimile of such signatures, in lieu of actual
signatures, and such facsimile signatures shall have the same
force and effect as the manual signatures of such persons. If
authorized by the Board of Directors, transfers of funds
between bank accounts of the company or between bank accounts
of the company and bank accounts of its affiliates may be
effected without signatures or in any
17
other manner deemed appropriate, and such transfers shall have
the same force and effect as if executed with manual or
facsimile signatures.
All bonds, debentures, mortgages and other instruments
requiring a seal, when authorized by the Board of Directors,
shall be signed on behalf of the corporation by the President
or a Vice President, and the seal of the corporation shall be
thereunto affixed and attested by the signature of the
Secretary or an Assistant Secretary. When a bond or debenture
bears a trustee's certificate of authentication, the signatures
of such officers, or of any of them, upon any such instrument
may be made by engraving, lithographing or printing a facsimile
thereof, in lieu of manual signatures, and such facsimile
signatures so engraved, lithographed or printed thereon shall
have the same force and effect as the manual signatures of such
officers.
Interest coupons on bonds and debentures shall be signed
on behalf of the corporation by the Treasurer or an Assistant
Treasurer. Such signatures may be made by engraving,
lithographing or printing a facsimile thereof, and such
facsimile signatures shall have the same force and effect as
the manual signatures of such officers.
In case any officer who has signed, or whose facsimile
signature has been affixed to any instrument shall cease to be
such officer before said instrument shall have been delivered
by the corporation, the instrument may nevertheless be issued
and delivered as though the person who signed it or whose
facsimile signature has been affixed thereto, had not ceased to
be such officer of the corporation.
RECEIPT FOR SECURITIES
41. All receipts for stocks, bonds or other securities
received by the corporation shall be signed by the Treasurer or
an Assistant Treasurer, or by such other person or persons as
the Board of Directors or Executive Committee shall designate.
FISCAL YEAR
42. The fiscal year shall begin the first day of
January in each year.
DIVIDENDS
43. Dividends upon the capital stock of the corporation
may be declared by the Board of Directors at any regular or
18
special meeting, out of surplus or net profits of the
corporation legally available for such purpose.
The Board of Directors shall have power to fix and
determine, and from time to time to vary, the amount to be
reserved as working capital; to determine whether any, and if
any, what part of any, surplus shall be declared and paid as
dividends, to determine the date or dates for the declaration
or payment of dividends; and to direct and determine the use
and disposition of any surplus. Before payment of any dividend
or making any distribution of surplus there may be set aside
out of the surplus of the corporation such sum or sums as the
directors from time to time, in their absolute discretion,
think proper as a reserve fund to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other purpose as the
directors shall think conducive to the interests of the
corporation.
DIRECTORS' ANNUAL STATEMENT
44. As soon as practicable after the close of each
fiscal year the Board of Directors shall submit to the
stockholders a full and clear statement of the business and
result of operations of the corporation for such previous
fiscal year and of its financial condition at the end of such
year.
NOTICES
45. Whenever under the provisions of these By-Laws
notice is required to be given to any director, officer or
stockholder, it shall not be construed to require personal
notice, but such notice may be given in writing, by mail, by
depositing a copy of the same in a post office, letter box or
mail chute maintained by the Post Office Department, in a
postpaid sealed wrapper, addressed to such stockholder, officer
or director at his address as the same appears on the books or
records of the corporation. Such notice shall be deemed to
given as of the date of such deposit as herein provided.
A stockholder, director or officer may waive any notice
required to be given to him under these By-Laws.
INSPECTORS OF ELECTION
46. At every meeting of the stockholders for the
election of directors, two inspectors shall be appointed to
conduct such election. No candidate for the office of director
shall act as
19
inspector at any such election. The inspectors so appointed
shall, before entering upon the discharge of their duties, be
sworn to faithfully execute the duties of inspector at such
meeting.
AMENDMENTS
47. These By-Laws may be added to, altered, amended or
repealed by the stockholders at any annual or special meeting,
or by the Board of Directors at any regular or special meeting;
provided, however, that any By-Laws made by the Board of
Directors may be altered or repealed by the stockholders.
May 25, 1993
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