BY-LAWS
OF
KANSAS CITY SOUTHERN INDUSTRIES, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
As amended and restated to May 1, 1996
ARTICLE I
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meetings. (As amended by the Board of Directors May
16, 1969) Meetings of stockholders for any purpose may be held at such time
and place, within or without the State of Delaware, as shall be designated by
the Board of Directors and stated in the notice of the meeting.
Section 2. Annual Meetings. (As amended by the Board of Directors
January 29, 1988) The annual meeting of the stockholders, at which they shall
elect directors and transact such other business as may properly be brought
before the meeting, shall be held on the first Tuesday of May in each year
unless the Board of Directors shall designate some other date therefor in
April, May or June.
To be properly brought before the meeting, business must be either (i)
specified in the notice of the meeting (or any supplement thereto) given by or
at the direction of the Board of Directors, (ii) otherwise properly brought
before the meeting by or at the direction of the Board of Directors, or (iii)
otherwise properly brought before the meeting by a stockholder. In addition
to any other applicable requirements, for business to be properly brought
before the meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the Secretary of the Corporation. To be timely,
such a stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation, not less than 45 days nor more
than 90 days prior to the meeting; provided, however, that in the event that
the meeting is designated by the Board of Directors to be held at a date other
than the first Tuesday in May and less than 60 days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders, to be
timely, the notice by the stockholder must be so received not later than the
close of business on the 15th day following the day on which such notice of
the date of the meeting was mailed or such public disclosure was made,
whichever first occurs. A stockholder's notice to the Secretary shall set
forth as to each matter the stockholder proposes to bring before the meeting
(i) a brief description of the business desired to be brought before the
meeting and the reasons for conducting such business at the meeting, (ii) the
name and address of the stockholder proposing such business, (iii) the class
and number of shares of capital stock of the Corporation which are
beneficially owned by the stockholder and the name and address of record under
which such stock is held and (iv) any material interest of the stockholder in
such business.
Notwithstanding anything in these By-Laws to the contrary, no business
shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Section 2 of Article I; provided, however, that
nothing in this Section 2 of Article I shall be deemed to preclude discussion
by any stockholder of any business properly brought before the annual meeting.
The Chairman of the annual meeting shall have the power to determine
whether or not business was properly brought before the meeting in accordance
with the provisions of this Section 2 of Article I, and, if the Chairman
should determine that any such business was not properly brought before the
meeting, the Chairman shall so declare to the meeting and any such business
shall not be transacted.
Section 3. Notice of Annual Meetings. Written notice of each annual
meeting of the stockholders stating the place, day and hour of the meeting,
shall be given to each stockholder entitled to vote thereat, at least ten (10)
days before the date of the meeting.
Section 4. Quorum. Except as otherwise required by statute, by the
Certificate of Incorporation or by these By-Laws, the presence, in person or
by proxy, of stockholders holding a majority in number of shares of the stock
issued and outstanding and entitled to vote, shall constitute a quorum at all
meetings of the stockholders. If, at any such meeting, such quorum shall not
be present or represented, the stockholders present in person or by proxy
shall have power to adjourn the meeting from time to time without notice other
than announcement at the meeting until a quorum shall be present or
represented. At such 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.
Section 5. Voting. (As amended by the Board of Directors August 15,
1969) Each holder of shares of common stock and preferred stock shall be
entitled to vote on the basis of one vote for each voting share held by him,
except as provided in the Certificate of Incorporation and except that in
elections for directors when the holders of the preferred stock do not have
the right, voting as a class, to elect two directors, each holder of voting
shares shall be entitled to as many votes as shall equal the number of shares
which he is entitled to vote, multiplied by the number of directors to be
elected and he may cast all of such votes for a single director or may
distribute them among the number to be voted for, or any two or more of them,
as he may see fit.
Section 6. List of Stockholders Entitled to Vote. (As amended by the
Board of Directors May 16, 1969) The Board of Directors shall cause the
officer who has charge of the stock ledger of the corporation to prepare and
make, at least ten (10) days before every election of directors, a complete
list of the stockholders entitled to vote at said election, arranged in
alphabetical order, showing the address of and the number of shares of common
stock and preferred stock 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 a period of at
least ten (10) days prior to the election, either at a place within the city
where the election is to be held, and which place be specified, at the place
where said meeting, or, if not specified, at the place where said meeting is
to be held, and the list shall be produced and kept at the time and place of
election during the whole time thereof, and subject to the inspection of any
stockholder who may be present.
Section 7. Inspectors. (As amended by the Board of Directors May 16,
1969) For each meeting of stockholders there may be appointed by the Board of
Directors or by the Chairman of the meeting three (3) inspectors of election.
If any inspector shall fail or be unable to serve as inspector or for any
reason be unable to complete his duties, an alternate inspector shall be
appointed by the Board of Directors or the Chairman of the meeting. The
inspectors of election shall examine and canvass the proxies and ballots, and
make and submit a signed report of the votes cast at the meeting, which shall
be entered at large upon the records.
Section 8. Inspectors' Oath. An inspector, before he enters on the
duties of his office, shall take and subscribe an oath substantially in the
following form before any officer authorized by law to administer oaths:
"I do solemnly swear that I will execute the duties of an
inspector of the election now to be held with strict impar-
tiality and according to the best of my ability."
Section 9. Special Meeting. (As amended by the Board of Directors
November 21, 1980) Special meetings of the stockholders for any purpose or
purposes may be called at any time by the Chairman of the Board of Directors,
the Chief Executive Officer or the President, or at the request in writing of
a majority of the Board of Directors, by giving ten (10) days written notice
thereof to the stockholders. Business transacted at any special meeting of
the stockholders shall be limited to the purpose stated in the notice.
Section 10. Organization. (As amended by the Board of Directors January
29, 1988) The Chairman of the Board of Directors, and in his absence the
Chief Executive Officer, the President or one of the Vice Presidents, shall
call meetings of the stockholders to order and act as Chairman of such
meeting. In the absence of all these officers, the Board of Directors may
appoint a Chairman of the meeting. The Secretary of the Corporation shall act
as secretary at all meetings of the shareholders; but the Board of Directors
may designate an Assistant Secretary for that purpose before the meeting and,
if no such designation shall have been made, then such designation may be made
by the Chairman of the meeting. The conduct of any meeting of the
stockholders shall be governed by such rules, regulations and procedures as
the Chairman of the meeting, in his sole and exclusive discretion shall
determine.
Section 11. Stockholder Nomination of Directors. (Adopted by the Board
of Directors January 29, 1988) Not less than 45 days nor more than 90 days
prior to the date of any meeting of the stockholders at which directors are to
be elected ("the Election Meeting") any stockholder who intends to make a
nomination at the Election Meeting shall deliver a notice in writing (the
"Stockholder's Notice") to the Secretary of the Corporation setting forth (a)
as to each nominee whom the stockholder proposes to nominate for election or
re-election as a director, (i) the name, age, business address and residence
address of the nominee, (ii) the principal occupation or employment of the
nominee, (iii) the class and number of shares of capital stock of the
Corporation which are beneficially owned by the nominee and (iv) any other
information concerning the nominee that would be required, under the rules of
the Securities and Exchange Commission, in a proxy statement soliciting
proxies for the election of such nominee; and (b) as to the stockholder giving
the notice, (i) the name and address of the stockholder and (ii) the class and
number of shares of capital stock of the Corporation which are beneficially
owned by the stockholder and the name and address of record under which such
stock is held; provided, however, that in the event that the Election Meeting
is designated by the Board of Directors to be held at a date other than the
first Tuesday in May and less than 60 days' notice or prior public disclosure
of the date of the Election Meeting is given or made to stockholders, to be
timely, the Stockholder's Notice must be so delivered not later than the close
of business on the 15th day following the day on which such notice of the date
of the meeting was mailed or such public disclosure was made, whichever first
occurs. The Stockholder's Notice shall include a signed consent of each such
nominee to serve as a director of the Corporation, if elected. The
Corporation may require any proposed nominee or stockholder proposing a
nominee to furnish such other information as may reasonably be required by the
Corporation to determine the eligibility of such proposed nominee to serve as
a director of the Corporation or to properly complete any proxy or information
statement used for the solicitation of proxies in connection with such
Election Meeting.
ARTICLE II
BOARD OF DIRECTORS
Section 1. General Powers. The general management of the business and
affairs and all the corporate powers of the Corporation shall be vested in and
exercised by its Board of Directors which shall exercise all of the powers of
the Corporation except such as are by statute, or by the Certificate of
Incorporation or by these By-Laws, conferred upon or reserved to the
stockholders. The directors shall act only as a Board and the individual
directors shall have no power as such.
Section 2. Number, Term and Qualifications. (As amended by the Board
of Directors January 19, 1990) The number of directors shall not be less than
three nor more than eighteen, the exact number of directors to be determined
from time to time by resolution adopted by a majority of the whole Board, and
such exact number shall be eighteen until otherwise determined by resolution
adopted by a majority of the whole Board. Directors need not be stockholders.
The Board of Directors shall be divided into three classes as nearly
equal in number as possible. At each annual meeting of stockholders,
successors to directors of the class whose terms then expire shall be elected
to hold office for a term expiring at the third succeeding annual meeting of
stockholders. When the number of directors is changed, any newly created
directorships or any decrease in directorships shall be so apportioned among
the classes as to make all classes as nearly equal in number as possible.
Notwithstanding the foregoing, whenever the holders of the preferred stock
shall have the right, voting as a class, to elect two directors at the next
annual meeting of stockholders, the terms of all directors shall expire at the
next annual meeting of stockholders, and then and thereafter all directors
shall be elected for a term of one year expiring at the succeeding annual
meeting.
From and after January 19, 1990, no person who has attained the age of 72
shall be eligible to be nominated or to serve as a member of the Board of
Directors, but any person who shall attain the age of 72 during the term of
directorship to which he was elected shall be eligible to serve the remainder
of such term; provided, however, that any person, regardless of age, who, on
January 19, 1990, is an incumbent director, shall be eligible to be nominated
for election and to serve one (1) additional term.
Section 3. Election of Directors. Directors shall be elected at the
annual meetings of stockholders by ballot in the manner provided in these
By-Laws and the Certificate of Incorporation.
Section 4. Newly Created Directorships and Vacancies. (As amended by
the Board of Directors August 15, 1969) Newly created directorships and
vacancies which shall occur in the Board of Directors because of death,
resignation, disqualification or any other cause, may be filled by a majority
of the directors then in office, though less than a quorum, pursuant to
Section 223 of the General Corporation Law of Delaware. Such directors may,
by resolution, eliminate any vacant directorship thereby reducing the size of
the whole Board of Directors but in no event shall the size of the Board of
Directors be reduced to less than three directors. No decrease in the Board
of Directors shall shorten the term of any incumbent directors.
Section 5. Resignations. Any director of the Corporation may resign at
any time by giving written notice to the President or to the Secretary of the
Corporation. Such resignation shall take effect at the date of the receipt of
such notice or at any later time specified therein. Unless otherwise provided
therein, the acceptance of such resignation shall not be necessary to make it
effective.
Section 6. Organization. The Board of Directors shall hold its
organizational meeting as soon as practicable after the Annual Meeting of
Stockholders. The Chairman of the Board of Directors, or in his absence the
President, shall preside at all meetings of the Board of Directors.
Section 7. Place of Meetings. (As amended by the Board of Directors May
16, 1969) The Board of Directors may hold its meetings, both regular and
special, at such place or places, within or without the State of Delaware as
determined by the Board of Directors.
Section 8. Regular Meetings. Regular meetings of the Board of Directors
may be held without notice at such times and at such places as shall from time
to time be determined by the Board of Directors.
Section 9. Special Meetings. (As amended by the Board of Directors May
16, 1969) Special meetings of the Board of Directors may be called at the
request of the Chairman of the Board of Directors, the Executive Committee, or
of the President, or of any three members of the Board of Directors. Notice
of the time and place of such meeting shall be given either by mail to each
director at least three (3) days before such meeting or personally, by
telephone, or by telegram to each director at least twelve (12) hours before
such meeting.
Section 10. Quorum. A majority of the Board of Directors at a meeting
duly assembled shall be necessary to constitute a quorum for the transaction
of business except as otherwise provided by statute, by the Certificate of
Incorporation or by these By-Laws. The act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the
Board of Directors. In the absence of a quorum, a majority of the directors
present may adjourn the meeting from time to time until a quorum be present,
without notice other than by announcement at the meeting.
Section 11. Report to Stockholders. The President and Board of
Directors shall make a report or statement of the affairs of the Corporation
at each regular annual meeting of the stockholders subsequent to the first
annual meeting.
Section 12. Compensation. (As amended by the Board of Directors January
19, 1990; Effective January 1, 1990) The directors may receive reasonable
fees to be determined from time to time by the Board of Directors for services
actually performed in attending meetings and for other services actually
performed and the expenses of attendance, if any, may be allowed for
attendance at each regular or special meeting of the Board of Directors. A
director who is, at the same time, an officer or employee of the Corporation
or of any subsidiary or affiliate, shall not be entitled to receive any
compensation or fee for service as a director or as a member of any committee
of the Board of Directors.
Section 13. Consent of Directors in Lieu of Meeting. Unless otherwise
restricted by the Certificate of Incorporation or By-Laws, any action required
or permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board
or Directors or Committee, as the case may be, consent thereto in writing and
the writing or writings are filed with the minutes of proceedings of the Board
of Directors or Committee.
ARTICLE III
COMMITTEES
Section 1. Executive Committee: Organization and Powers. (As amended
by the Board of Directors May 1, 1996) There shall be an Executive Committee
to consist of the Chairman of the Board of Directors, the Chief Executive
Officer and two (2) or more non-officer directors, the number of which being
fixed from time to time by resolution adopted by a majority vote of the whole
Board of Directors. The Board of Directors shall elect the members of the
Executive Committee by vote of a majority of the whole Board of Directors and
one member of the Executive Committee shall be elected as Chairman by the vote
of a majority of the whole Board of Directors. The members of the Executive
Committee shall be elected annually at the Board's organizational meeting or
as soon as thereafter as possible.
When the Board of Directors is not in session, the Executive Committee
shall have and may exercise all the powers of the Board of Directors in the
management of the business and affairs of the Corporation in all cases in
which specific directions shall not have been given by the Board of Directors
including, but not limited to, the power to declare dividends on the common
and preferred stock of the Corporation, and to authorize the seal of the
Corporation to be affixed to all papers which may require it. The members of
the Executive Committee shall act only as a committee and individual members
shall have no power as such.
The Executive Committee shall have full power to act as the Nominating
Committee, which, when acting as such, shall have the power and duty to make
recommendations to the Board of Directors as to suitable nominees for election
to the Board of Directors by the stockholders or by the remaining members of
the Board of Directors, to fill newly created directorships and to fill any
vacancies which shall occur.
When acting as the Nominating Committee, it shall have the power to meet
with and consider suggestions from such other members of the Board of
Directors, stockholders, members of management, consultants and other persons,
firms or corporations as they deem necessary or advisable in the premises to
assist them in making such recommendations.
The Chief Executive Officer shall not be eligible to vote upon any matter
coming before the Committee when acting as the Nominating Committee.
Section 2. Compensation and Organization Committee: Organization and
Powers. (As amended by the Board of Directors May 1, 1996) There shall be a
Compensation and Organization Committee to consist of three (3) or more
non-officer directors, the number of which being fixed from time to time by
resolution adopted by a majority vote of the whole Board of Directors, each of
whom shall be a "disinterested person" within the meaning ascribed thereto
under Rule 16b-3 promulgated under the Securities Exchange Act of 1934 as
amended from time to time and interpreted by the Securities and Exchange
Commission. The Board of Directors shall elect the members of the
Compensation and Organization Committee by vote of a majority of the whole
Board of Directors, and one member of the Compensation and Organization
Committee shall be elected its Chairman by the vote of a majority of the whole
Board of Directors. The members of the Compensation and Organization
committee shall be elected annually at the Board's organizational meeting or
as soon thereafter as possible.
The Compensation and Organization Committee shall have the power: to
authorize and determine all salaries for the officers and supervisory
employees of the Corporation and subsidiary companies as may be prescribed
from time to time by resolution adopted by the Board of Directors; to
administer the incentive compensation plans of the Corporation, The Kansas
City Southern Railway Company and the other subsidiaries of the Corporation in
accordance with the powers and authority granted in such plans; and to
determine any incentive allowances to be made to officers and staff of the
Corporation and its subsidiaries. The Compensation and Organization Committee
shall have the power to administer the Employee Stock Purchase Plan of the
Corporation under which eligible employees of the Corporation and its
subsidiaries and affiliates are permitted to subscribe to and to purchase
shares of the Corporation common stock through payroll deductions.
The Compensation and Organization Committee shall have full power: to act
as the Stock Option Plan Committee to construe and interpret any stock option
plan or similar plan of the Corporation and all options, stock appreciation
rights and limited rights granted under this plan or any other plan; to
determine the terms and provisions of the respective option agreements,
including such terms and provisions as, in the judgement of the Committee, are
necessary or desirable to qualify any of the options as "incentive stock
options"; to establish and amend rules for its administration; to grant
options, stock appreciation rights and limited rights under any stock option
plan of the Corporation; to determine and designate the recipients of
options, stock appreciation rights and limited rights; to determine and
designate the dates that options, stock appreciation rights and limited rights
are granted; to determine and designate the number of shares subject to
options, stock appreciation rights and limited rights; to determine and
designate the option prices and option periods; and to correct any defect or
supply any omission or reconcile any inconsistency in any stock option plan of
the Corporation or in any option, stock appreciation right or limited right to
the extent the Committee deems desirable to carry any stock option plan or any
option, stock appreciation right or limited right into effect.
The Compensation and Organization Committee shall also have the power:
to review the consolidated earnings of the Corporation and to make recommen-
dations to the Board of Directors with respect to the allocation of funds to
the Corporation's Profit Sharing Plan; and to review the results of the
investment program of the Profit Sharing Plan and make reports thereof to the
Board of Directors.
The Compensation and Organization Committee shall also have the power and
duty to initiate, review and approve succession plans and major organizational
plans and changes within the Corporation and its subsidiaries.
Section 3. Audit Committee: Organization and Powers. There shall be
an Audit Committee to consist of three (3) or more non-officer directors, the
number of which being fixed from time to time by resolution adopted by a
majority vote of the whole Board of Directors. The Board of Directors shall
elect the members of the Audit Committee by vote of a majority of the whole
Board of Directors and one member of the Audit Committee shall be elected as
Chairman by a vote of a majority of the whole Board of Directors. The members
of the Audit Committee shall be appointed by the Board of Directors to serve
staggered three-year terms.
The Audit Committee shall have the power and the duty to meet with and
consider suggestions from members of management and of the Corporation's
internal audit staff, as well as with the Corporation's independent accoun-
tants, concerning the financial operations of the Corporation. The Audit
Committee shall additionally have the power to review audited financial
statements of the Corporation and consider and recommend the employment of,
and approve the fee arrangement with, independent accountants for both audit
functions and for advisory and other consulting services.
Section 4. Finance and Strategy Committee: Organization and Powers.
(Adopted by the Board of Directors February 15, 1990; Effective May 1, 1990)
There shall be a Finance and Strategy Committee to consist of the Chairman of
the Board of Directors and three (3) or more non-officer directors, the number
of which being fixed from time to time by resolution adopted by a majority
vote of the whole Board of Directors. The Board of Directors shall elect the
members of the Finance and Strategy Committee by a vote of a majority of the
whole Board of Directors, and one member of the Finance and Strategy Committee
shall be elected as Chairman by a vote of the majority of the whole Board of
Directors. The members of the Finance and Strategy Committee shall be elected
annually at the Board of Directors' organizational meeting or as soon
thereafter as possible.
The Finance and Strategy Committee shall have the power and duty to
review the financial plans, major capital investments, long term strategic
plans and the acquisition and divestiture programs of the Corporation and to
make recommendations relating thereto to the Board of Directors.
Section 5. Rules, Records and Reports. The Committees may make and
adopt such rules and regulations governing their proceedings as they may deem
proper and which are consistent with the statutes of the State of Delaware,
the Certificate of Incorporation and By-Laws. The committees shall keep a
full and accurate record of all their acts and proceedings and report the same
from time to time to the Board of Directors.
Section 6. Meetings. Regular meetings of the committees shall be held
at such times and at such places as from time to time may be fixed by the
committees. Special meetings of the committees may be held at such other
times as may in the judgement of the Chairman or, he being absent, in the
judgement of a member, be necessary. Notice of regular meetings need not be
given. Notice of special meetings shall be given to each member by mail not
less than three (3) days before the meeting or personally, by telephone or
telegram to each member not less than twelve (12) hours before the meeting,
unless the Chairman of the committee, or a member acting in that capacity in
his absence, shall deem a shorter notice expedient.
Section 7. Quorum. A majority of members of a committee shall constitute
a quorum for the transaction of business and the act of a majority of those
present shall be the act of the committee (except with respect to the
Compensation and Organization Committee, in which any act of the Compensation
and Organization Committee when acting as the Stock Option Plan Committee
under any stock option plan, must be authorized and approved by at least (3)
members).
Section 8. Subcommittees. A committee may appoint such subcommittees as
it shall deem necessary.
Section 9. Vacancies. Any vacancy in a committee shall be filled by a
majority of the whole Board of Directors.
Section 10. Substitute Members. Whenever at any time a member of any
committee shall be absent from a meeting of that committee and it shall be
necessary in order to constitute a quorum or, for other reason, it may be
deemed expedient or desirable, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they constitute
a quorum, may unanimously designate a director (subject to the eligibility
requirements set forth in Sections 2, 3, and 4 above) to serve and act in his
stead; and in the event that the absence of a committee member shall be
prolonged, such substitute member may, subject to the approval of the
committee, continue to act for the term of its duration. A director so
designated shall rank as a duly qualified member of the committee during
incumbency, and shall be entitled to participate in its deliberations with the
same force and effect as if elected in the manner herein elsewhere provided.
Section 11. Compensation. Subject to the provisions of Section 12 of
Article II of these By-Laws, each member of any committee may receive a
reasonable fee to be fixed by the Board of Directors for services actually
performed in attending meetings, and for other services actually performed,
and shall receive expenses of attendance, if any actually incurred by him for
attendance at any meeting of the committee.
ARTICLE IV
OFFICERS, AGENTS AND EMPLOYEES
Section 1. Election of Officers. (As amended by the Board of Directors
November 21, 1980) The Board of Directors at its annual organizational
meeting, shall elect a Chairman of the Board of Directors and President of the
Corporation, who shall be a member of the Board of Directors. The Board of
Directors may elect a Chief Executive Officer and a Chief Operating Officer
who shall be members of the Board of Directors.
Section 2. Vice Presidents. The Board of Directors may, in its
discretion, appoint an Executive Vice President and one or more additional
Vice Presidents.
Section 3. Other Officers. The Board of Directors shall appoint a
Secretary, a Treasurer, a General Counsel and Comptroller. The Board of
Directors may also appoint one or more Assistant Secretaries, and one or more
Assistant Treasurers.
Section 4. Powers, Duties and Responsibilities. The powers, duties and
responsibilities of the officers and employees of the Corporation, which are
not prescribed by statute, by the Certificate of Incorporation or by these
By-Laws, shall be defined in rules or regulations which may be adopted and
from time to time modified or changed by the Board of Directors.
Section 5. Vacancies. The Board of Directors shall, as soon as
practicable, fill any vacancy in the office of Chairman of the Board of
Directors or President. Any vacancy in any other office may be filled
temporarily by the Chairman of the Board of Directors or the President. In
case of temporary incapacity or absence of any of the officers, the Chairman
of the Board of Directors, or the President, may make an appointment pro tem
and confer on such appointee full power and authority to act in place of any
of said officers or appointees so temporarily incapacitated or absent; but
such appointment shall be subject to change by the Board of Directors or by
the Executive Committee at any regular or special meeting.
Section 6. Absence from Duty. No officer or employee of the Corporation
shall be absent from duty without the consent of the President or the head of
the department in which he is employed.
Section 7. Resignations. Any officer may resign at any time giving
written notice to the President or to the Secretary of the Corporation. Such
resignation shall take effect at the date of the receipt of such notice, or at
any later time specified therein and, unless otherwise provided therein, the
acceptance of such resignation shall not be necessary to make it effective.
Section 8. Removals. All officers and agents of the Corporation shall
be subject to removal at any time by the affirmative vote of a majority of the
members of the Board of Directors present at any meeting. All officers and
employees not appointed by the Board of Directors shall hold their offices at
the discretion of the Executive Committee or of the officer appointing them.
Section 9. Term of Office. The officers of the Corporation shall hold
office for one year and until their successors shall have been duly elected or
appointed and qualified, or until they shall die, resign or be removed.
Section 10. Salaries. (As amended by the Board of Directors May 16,
1969) The salaries of officers elected or appointed by the Board of Directors
or by the Executive Committee, shall be fixed by the Compensation and
Organization Committee. The salaries of all other officers and employees
shall be fixed by the President, or by the heads of departments subject to the
approval of the President; and the compensation of all officers and employees
shall be subject to the control of the Board of Directors or of the Compensa-
tion and Organization Committee.
No special compensation shall be paid to any officer or employee unless
authorized by the Board of Directors, the Executive Committee or the
Compensation and Organization Committee.
CHAIRMAN OF THE BOARD OF DIRECTORS
Section 11. Duties. (As amended by the Board of Directors November 21,
1980) The Chairman of the Board of Directors shall preside at all meetings of
the Stockholders and the Board of Directors at which he is present and perform
such other duties as the Board of Directors may prescribe. In his absence,
the President shall discharge the duties of the Chairman of the Board of
Directors.
CHAIRMAN OF THE EXECUTIVE COMMITTEE
Section 12. Duties. The Chairman of the Executive Committee shall
preside at all meetings of the Executive Committee. In the absence of the
Chairman of the Executive Committee, his duties shall be discharged by the
President.
PRESIDENT
Section 13. General Powers and Duties. (As amended by the Board of
Directors November 21, 1980) The President shall have the general care,
supervision and control of the Corporation's business and operation in all
departments under control of the Board of Directors. The President shall have
such other powers and perform such other duties as the Board of Directors may
from time to time prescribe and shall perform such other duties as are
incidental to the office of President. In the absence or incapacity of the
Chairman of the Board of Directors, he shall preside at all meetings of the
Board of Directors and stockholders.
Section 14. Appointments. Except as otherwise provided by statute, the
Certificate of Incorporation, or these By-Laws, the President may appoint such
additional officers and may employ such persons as he shall deem necessary for
the proper management of the business and property of the Corporation.
VICE PRESIDENTS
Section 15. Powers and Duties. The Vice Presidents shall have such
powers and perform such duties as shall from time to time be conferred and
prescribed by the Board of Directors or by the Executive Committee. The
Executive Vice President shall, however, be the ranking officer in the affairs
of the Corporation next below the President.
SECRETARY
Section 16. Duties. The Secretary, or, in his absence, an Assistant
Secretary, shall attend all meetings of the stockholders, of the Board of
Directors and of the Executive Committee, and shall record their proceedings.
He shall report to the Board of Directors and the Executive Committee and
through the respective Chairman.
Section 17. Notice of Meetings. The Secretary shall give due notice of
all meetings of the stockholders and of the Board of Directors and of the
Executive Committee, where such notice is required by law, by the Certificate
of Incorporation, by these By-Laws, by the Board of Directors or by the
Executive Committee.
Section 18. Custody of Seal, Etc. The Secretary shall be custodian of
the seal of the Corporation and of its records, and of such papers and
documents as may be committed to his care by the Board of Directors or of the
Executive Committee. He shall have power to affix the seal of the Corporation
to instruments to which the same is authorized to be affixed by the Board of
Directors or by the Executive Committee, and shall have power to attest the
same. He shall perform such other duties as may be assigned to him by the
Chairman of the Board of Directors, the President, the Board of Directors or
the Executive Committee, or as may be prescribed in the rules or regulations
to be adopted by the Board of Directors.
Section 19. Duties of Assistant Secretaries. The Assistant Secretary or
Secretaries shall perform such duties as may be assigned to him or them by the
Board of Directors or by the Executive Committee or the President, or as may
be prescribed in the rules or regulations, if any, to be adopted by the Board
of Directors or the Executive Committee; and, when authorized by the Board of
Directors or by the Executive Committee, he or they shall have the power to
affix the corporate seal to instruments and to attest the same, and to sign
the certificates of stock of the Corporation.
TREASURER
Section 20. Duties. The Treasurer, either in person or through
competent and faithful assistants, shall receive, keep and disburse all
moneys, belonging or coming to the Corporation; he shall keep regular, true
and full accounts of all receipts and disbursements, and make detailed reports
of the same to the President, to the Board of Directors or to the Executive
Committee, through the Chairman of said Board of Directors or Committee, as
and when required.
Section 21. Other Duties. The Treasurer shall perform such other duties
in connection with the administration of the financial affairs of the
Corporation as the Board of Directors or the Executive Committee shall assign
to him or as may be prescribed in the rules or regulations to be adopted by
the Board of Directors or the Executive Committee. The Treasurer shall give
bond in such amount as shall be required by the Board of Directors or by the
Executive Committee. Any Assistant Treasurer appointed pursuant to the
provisions of these By-Laws shall also give bond in such amount as shall be
required by the Board of Directors or by the Executive Committee.
GENERAL COUNSEL
Section 22. Duties. The General Counsel shall render such legal
services and perform such duties as the Board of Directors, Executive
Committee, Chairman of the Board of Directors, President or other elected or
appointed officer may request from time to time.
COMPTROLLER
Section 23. Duties. The Comptroller shall have charge of the Accounting
Department. He shall have the supervision and management of all accounts of
the Corporation, and shall prescribe, enforce and maintain the system of
bookkeeping, and the books, blanks, etc., for keeping the accounts of the
Corporation. He shall have the cooperation of all departments. He shall keep
regular sets of books, showing a complete record of the general business
transactions of the Corporation, and for that purpose shall receive from the
Treasurer, Assistant Treasurers and agents of the Corporation such daily or
other reports of receipts and disbursements as he may require.
Section 24. Custody of Contracts. The Comptroller shall have the
custody of all written contracts and other similar written instruments to
which the Corporation is a party.
Section 25. Statements by Comptroller. The Comptroller shall render
such statements of the affairs of the Corporation, shown by his books and
records, as may be required for the information of the Board of Directors or
of the Executive Committee, and shall by proper distribution and
classification of the accounts under his charge, be prepared to furnish such
reports as may be required by the Chairman of the Board of Directors, the
President, the Board of Directors, and the Executive Committee, or any state
or federal official.
ARTICLE V
CERTIFICATE OF STOCK
Section 1. Provision for Issue, Transfer and Registration. The Board of
Directors shall provide for the issue, transfer and registration of the
capital stock of the Corporation in the City of New York or elsewhere, and for
that purpose may appoint the necessary officers, transfer agents and
registrars of transfers.
Section 2. Certificates of Stock. Every holder of stock in the
Corporation shall be entitled to have a certificate, signed by, or in the name
of the Corporation by, the President or a Vice President and the Treasurer or
an Assistant Treasurer, or the Secretary or an Assistant Secretary of the
Corporation, certifying the number of shares owned.
Section 3. Facsimile Signatures of Certificates. Where a certificate is
countersigned (1) by a Transfer Agent or an Assistant Transfer Agent or by a
Transfer Clerk acting on behalf of the Corporation and (2) by a Registrar, the
signature of the President, Vice President, Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary may be facsimile. In case any officer or
officers who have signed, or whose facsimile signature or signatures have been
used on, any such certificate or certificates shall cease to be such officer
or officers of the Corporation, whether because of death, resignation or
otherwise, before such certificate or certificates have been delivered by the
Corporation, such certificate or certificates may nevertheless be adopted by
the Corporation and be issued and delivered as though the person or persons
who signed such certificate or certificates or whose facsimile signature or
signatures have been used thereon had not ceased to be such officer or
officers of the Corporation. Record shall be kept by the Transfer Agent of
the number of each certificate, the date thereof, the name of the person
owning the shares represented thereby, and the number of shares. Every
certificate surrendered to the Corporation for transfer or otherwise in
exchange for a new certificate shall be cancelled by perforation or otherwise
with the date of cancellation indicated thereon.
Section 4. Transfer of Stock. Transfer of stock of the capital stock of
the Corporation shall be made only on the books of the Corporation by the
holder thereof, or by his attorney thereunto authorized by a power of attorney
duly executed and filed with the Transfer Agent of the Corporation, and on
surrender for cancellation of the certificate or certificates for such shares.
A person in whose name shares of stock stand on the books of the Corporation
and no one else shall be deemed the owner thereof as regards the Corporation.
Section 5. Registrar and Transfer Agent. The Corporation shall at all
times maintain a registrar, which shall in every case be a bank or trust
company, and a transfer agent, to be appointed by the Board of Directors, in
accordance with the requirements of the New York Stock Exchange, and
registration and transfer of the Corporation's stock certificates shall be in
accordance with the rules and regulations of said stock exchange. The Board
of Directors may also make such additional rules and regulations as it may
deem expedient concerning the issue, transfer and registration of certificates
for shares of the capital stock of the Corporation.
Section 6. Closing of Transfer Books; Record Date. (As amended by the
Board of Directors May 16, 1969) The Board of Directors may close the stock
transfer books of the Corporation for a period not more than sixty (60) days
nor less than ten (10) days preceding the date of any meeting of stockholders
or the date for payment of any dividend or the date for the allotment of
rights or the date when any change or conversion or exchange of capital stock
shall go into effect. In lieu of closing the stock transfer books as
aforesaid, the Board of Directors may fix in advance a date, not more than
sixty (60) days nor less than ten (10) 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 the 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 of any such change, conversion or exchange of capital stock and, in
such case, such stockholders and only such stockholders as shall be
stockholders 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 any
stock on the books of the Corporation after any such record date fixed as
aforesaid.
ARTICLE VI
SEAL
Section 1. (As amended by the Board of Directors May 16, 1969) The
authorized seal shall have inscribed thereon the name of the Corporation, the
year of incorporation and the name of the state of incorporation. The seal
may be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise applied.
ARTICLE VII
FISCAL YEAR
Section 1. The fiscal year of the Corporation shall commence on the
first day of January of each year.
ARTICLE VIII
NOTICES
Section 1. Form of Notice. (As amended by the Board of Directors May
16, 1969) Where notice, other than by publication, is required to be given by
Delaware law, the Certificate of Incorporation or By-Laws, notice to directors
and stockholders shall not be construed to mean personal notice, but such
notice may be given in writing, by mail, addressed to such directors or
stockholders at such address as appears on the books of the Corporation.
Notice by mail shall be deemed to be given at the time when the same shall be
mailed. Notice to directors may also be given personally, by telephone, by
telegram or in such other manner as may be provided in these By-Laws.
Section 2. Waiver of Notice. Whenever any notice is required to be
given under the provisions of the statutes or of the Certificate of Incor-
poration or of these By-Laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated herein, shall be deemed equivalent thereto.
ARTICLE IX
(As amended by the Board of Directors October 8, 1971)
INDEMNIFICATION, AMENDMENTS AND MISCELLANEOUS
Section 1. Indemnification. Each person who, at any time is, or shall
have been, a director, officer, employee or agent of the Corporation, and is
threatened to be or is made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is, or was, a director, officer,
employee or agent of the Corporation, or served at the request of the
Corporation as a director, officer, employee, trustee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall be
indemnified against expense (including attorneys' fees), judgment, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with any such action, suit or proceeding to the full extent
provided under Section 145 of the General Corporation Law of the State of
Delaware. The foregoing right of indemnification shall in no way be exclusive
of any other rights of indemnification to which any such director, officer,
employee or agent may be entitled, under any By-Law, agreement, vote of
stockholders or disinterested directors or otherwise.
Section 2. Amendments. These By-Laws may be altered, amended or
repealed by a vote of a majority of the whole Board of Directors at any
meeting of the Board of Directors. The Board of Directors in its discretion
may, but need not, submit any proposed alteration, amendment or repeal of the
By-Laws to the stockholders at any regular or special meeting of the
stockholders for their adoption or rejection; provided notice of the proposed
alteration, amendment or repeal be contained in the notice of such
stockholders' meeting.
Section 3. Proxies. Unless otherwise provided by resolution of the
Board of Directors, the President or, in his absence or disability, a Vice
President, from time to time in the name and on behalf of the Corporation: may
appoint an attorney or attorneys, agent or agents of the Corporation (who may
be or include himself), in the name and on behalf of the Corporation to cast
the votes which the Corporation may be entitled to cast as a stockholder or
otherwise in any other corporation any of whose stock or other securities may
be held by the Corporation, at meetings of the holders of the stock or other
securities of such other corporations or to consent in writing to any action
by such other corporation; may instruct the person or persons so appointed as
to the manner of casting such votes or giving such consent; and may execute or
cause to be executed in the name and on behalf of the Corporation and under
its corporate seal all such written proxies or other instruments as may be
necessary or proper to evidence the appointment of such attorneys and agents.