Exhibit 3.01
AS AMENDED THROUGH
November 3, 1998
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LOEWS CORPORATION
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By-Laws
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BY-LAWS
OF
LOEWS CORPORATION
(A Delaware Corporation)
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ARTICLE 1
Definitions
As used in these By-laws, unless the context otherwise requires, the term:
1.1 "Assistant Secretary" means an Assistant Secretary of the Corporation.
1.2 "Assistant Treasurer" means an Assistant Treasurer of the Corporation.
1.3 "Board" means the Board of Directors of the Corporation.
1.4 "By-laws" means the initial by-laws of the Corporation, as amended from
time to time.
1.5 "Certificate of Incorporation" means the initial certificate of
incorporation of the Corporation, as amended, supplemented or restated from time
to time.
1.6 "Corporation" means Loews Corporation.
1.7 "Directors" means directors of the Corporation.
1.8 "General Corporation Law" means the General Corporation Law of the
State of Delaware, as amended from time to time.
1.9 "Office of the Corporation" means the executive office of the
Corporation, anything in Section 131 of the General Corporation Law to the
contrary notwithstanding.
1.10 "Chairman of the Board" means the Chairman of the Board of Directors
of the Corporation.
1.11 "President" means the President of the Corporation.
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1.12 "Secretary" means the Secretary of the Corporation.
1.13 "Stockholders" means stockholders of the Corporation.
1.14 "Treasurer" means the Treasurer of the Corporation.
1.15 "Vice President" means a Vice President of the Corporation.
ARTICLE 2
STOCKHOLDERS
2.1 Place of Meetings. Every meeting of the stockholders shall be held at
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the office of the Corporation or at such other place within or without the State
of Delaware as shall be specified or fixed in the notice of such meeting or in
the waiver of notice thereof.
2.2 Annual Meeting. A meeting of stockholders shall be held annually for
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the election of directors and the transaction of other business at such hour as
may be designated in the notice of meeting, on the second Tuesday in May in each
year (or, if such date falls on a legal holiday, on the first business day
thereafter which is not a Saturday, Sunday or legal holiday), or on such other
date not later than six months after the end of the fiscal year of the
Corporation, as may be fixed by the Board.
2.3 Special Meetings. A special meeting of stockholders, unless otherwise
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prescribed by statute, may be called at any time by the Board or by the Chairman
of the Board and Chief Executive Officer, the President or by the Secretary and
shall be called by the Chairman of the Board and Chief Executive Officer, the
President or by the Secretary on the written request of holders of a majority or
more of the shares of capital stock of the Corporation entitled to vote in an
election of directors, which written request shall state the purpose or purposes
of such meeting. At any special meeting of stockholders only such business may
be transacted which is related to the purpose or purposes of such meeting set
forth in the notice thereof given pursuant to Section 2.5 of the By-laws or in
any waiver of notice thereof given pursuant to Section 2.4 of the By-laws.
2.4 Fixing Record Date. For the purpose of determining the stockholders
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entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or for the purpose of determining stockholders entitled to
receive payment of any dividend or the allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful
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action, the Board may fix, in advance, a date as the record date for any such
determination of stockholders. Such date shall not be more than sixty nor less
than ten days before the date of such meeting, nor more than sixty days prior to
any other action. If no such record date is fixed:
2.4.1 The record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held;
2.4.2 The record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
by the Board is necessary, shall be the day on which the first written consent
is expressed;
2.4.3 The record date for determining stockholders for any purpose other
than specified in Sections 2.4.1 and 2.4.2 shall be at the close of business on
the day on which the Board adopts the resolution relating thereto.
When a determination of stockholders entitled to notice of or to vote at any
meeting of stockholders has been made as provided in this Section 2.4 such
determination shall apply to any adjournment thereof, unless the Board fixes a
new record date for the adjourned meeting.
2.5 Notice of Meetings of Stockholders. Except as otherwise provided in
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Sections 2.3 and 2.4 of the By-laws, whenever under the General Corporation Law
or the Certificate of Incorporation or the By-laws, stockholders are required or
permitted to take any action at a meeting, written notice shall be given stating
the place, date and hour of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called. A copy of the notice of
any meeting shall be given, personally or by mail not less than ten nor more
than fifty days before the date of the meeting, to each stockholder entitled to
notice of or to vote at such meeting. If mailed, such notice shall be deemed to
be given when deposited in the United States mail, with postage prepaid,
directed to the stockholder at his address as it appears on the records of the
Corporation. An affidavit of the Secretary or an Assistant Secretary or of the
transfer agent of the Corporation that the notice required by this section has
been given shall, in the absence of fraud, be prima facie evidence of the facts
stated therein. When a meeting is adjourned to another time or place, notice
need not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken, and at the adjourned
meeting any business may be transacted that might have been transacted at the
meeting as originally called. If, however, the adjournment is for more than
thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
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2.6 List of Stockholders. The Secretary shall prepare and make, or cause to
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be prepared and made, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.
2.7 Quorum of Stockholders; Adjournment. The holders of a majority of the
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shares of stock entitled to vote at any meeting of stockholders, present in
person or represented by proxy, shall constitute a quorum for the transaction of
any business at such meeting. When a quorum is once present to organize a
meeting of stockholders, it is not broken by the subsequent withdrawal of any
stockholders. The holders of a majority of the shares of stock present in person
or represented by proxy at any meeting of stockholders, including an adjourned
meeting, whether or not a quorum is present, may adjourn such meeting to another
time and place.
2.8 Voting; Proxies. Unless otherwise provided in the Certificate of
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Incorporation every stockholder of record shall be entitled at every meeting of
stockholders to one vote for each share of capital stock standing in his name on
the record of stockholders determined in accordance with Section 2.4 of the By-
laws. If the Certificate of Incorporation provides for more or less than one
vote for any share, on any matter, every, reference in the By-laws or the
General Corporation Law to a majority or other proportion of stock shall refer
to such majority or other proportion of the votes of such stock. The provisions
of Sections 212 and 217 of the General Corporation Law shall apply in
determining whether any shares of capital stock may be voted and the persons, if
any, entitled to vote such shares; but the Corporation shall be protected in
treating the persons in whose names shares of capital stock stand on the record
of stockholders as owners thereof for all purposes. At any meeting of
stockholders, a quorum being present, all matters, except as otherwise provided
by law or by the Certificate of Incorporation or by the By-laws, shall be
decided by a majority of the votes cast at such meeting by the holders of shares
present in person or represented by proxy and entitled to vote thereon. All
elections of directors shall be by written ballot unless otherwise provided in
the Certificate of Incorporation. In voting on any other question on which a
vote by ballot is required by law or is demanded by any stockholder entitled to
vote, the voting shall be by ballot. Each ballot shall be signed by the
stockholder voting or by his proxy, and shall state the number of shares voted.
On all other questions, the voting may be viva voce. Every stockholder entitled
to vote at a meeting of stockholders or to express consent or dissent without a
meeting may authorize another person or persons to act for him by proxy. The
validity and enforceability of any proxy shall be determined in accordance with
Section 212 of the General Corporation Law.
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2.9 Selection and Duties of Inspectors at Meetings of Stockholders. The
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Board, in advance of any meeting of stockholders, may appoint one or more
inspectors to act at the meeting or any adjournment thereof. If inspectors are
not so appointed, the person presiding at such meeting may, and on the request
of any stockholder entitled to vote thereat shall, appoint one or more
inspectors. In case any person appointed fails to appear or act, the vacancy may
be filled by appointment made by the Board in advance of the meeting or at the
meeting by the person presiding thereat. Each inspector, before entering upon
the discharge of his duties, shall take and sign an oath faithfully to execute
the duties of inspector at such meeting with strict impartiality and according
to the best of his ability. The inspector or inspectors shall determine the
number of shares outstanding and the voting power of each, the shares
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to vote, count and
tabulate all votes, ballots or consents, determine the result, and do such acts
as are proper to conduct the election or vote with fairness to all stockholders.
On request of the person presiding at the meeting or any stockholder entitled to
vote thereat, the inspector or inspectors shall make a report in writing of any
challenge, question or matter determined by him or them and execute a
certificate of any fact found by him or them. Any report or certificate made by
the inspector or inspectors shall be prima facie evidence of the facts stated
and of the vote as certified by him or them.
2.10 Organization. At every meeting of stockholders, the Chairman of the
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Board and Chief Executive Officer, or in his absence the President, or in the
absence of both of them the Senior Vice President, or in the absence of all of
them the Executive Vice President or in the absence of all of them the most
senior Vice President (based on term of service as Vice President) present,
shall act as chairman of the meeting. The Secretary, or in his absence one of
the Assistant Secretaries, shall act as secretary of the meeting. In case none
of the officers above designated to act as chairman or secretary of the meeting,
respectively, shall be present a chairman or a secretary of the meeting, as the
case may be, shall be chosen by a majority of the votes cast at such meeting by
the holders of shares of capital stock present in person or represented by proxy
and entitled to vote at the meeting.
2.11 Order of Business. The order of business at all meetings of
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stockholders shall be as determined by the chairman of the meeting, but the
order of business to be followed at any meeting at which a quorum is present may
be changed by a majority of the votes cast at such meeting by the holders of
shares of capital stock present in person or represented by proxy and entitled
to vote at the meeting.
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ARTICLE 3
Directors
3.1 General Powers. Except as otherwise provided in the Certificate of
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Incorporation, the business and affairs of the Corporation shall be managed by
the Board. The Board may adopt such rules and regulations, not inconsistent with
the Certificate of Incorporation or the By-laws or applicable laws, as it may
deem proper for the conduct of its meetings and the management of the
Corporation. In addition to the powers expressly conferred by the By-laws, the
Board may exercise all powers and perform all acts which are not required, by
the By-laws or the Certificate of Incorporation or by law, to be exercised and
performed by the stockholders.
3.2 Number; Qualification; Term of Office. The Board shall consist of one
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or more members. The number of directors shall be fixed initially by the Board
and may thereafter be changed from time to time by action of the stockholders or
of the Board. Directors need not be stockholders. Each director shall hold
office until his successor is elected and qualified or until his earlier death,
resignation or removal.
3.3 Election. Directors shall except as otherwise required by law or by the
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Certificate of Incorporation, be elected by a plurality of the votes cast at a
meeting of stockholders by the holders of shares entitled to vote in the
election.
3.4 Newly Created Directorships and Vacancies. Unless otherwise provided in
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the Certificate of Incorporation, newly created directorships resulting from an
increase in the number of directors and vacancies occurring in the Board for any
reason, including the removal of directors without cause, may be filled by vote
of a majority of the directors then in office, although less than a quorum, at
any meeting of the Board or may be elected by a plurality of the votes cast by
the holders of shares of capital stock entitled to vote in the election at a
special meeting of stockholders called for that purpose. A director elected to
fill a vacancy shall be elected to hold office until his successor is elected
and qualified, or until his earlier death, resignation or removal.
3.5 Resignations. Any director may resign at any time by written notice to
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the Corporation. Such resignation shall take effect at the time therein
specified, and, unless otherwise specified, the acceptance of such resignation
shall not be necessary to make it effective.
3.6 Removal of Directors. Any or all of the directors may be removed (i)
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for cause, by vote of the stockholders or by action of the Board, and (ii)
without cause, by vote of the stockholders.
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3.7 Remuneration. Unless otherwise expressly provided by resolution adopted
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by the Board, none of the directors or of the members of any committee of the
Corporation contemplated by these By-laws or otherwise provided for by
resolution of the Board shall as such receive any stated remuneration for his
services; but the Board may at any time or from time to time by resolution
provide that remuneration shall be paid to, or on behalf of, any director of the
Corporation or to any member of any such committee who shall not be in the
employ of the Corporation or of any of its subsidiary companies, either as his
annual remuneration as such director or member or as remuneration for his
attendance at each meeting of the Board or of such committee. The Board may also
likewise provide that the Corporation shall reimburse each such director or
member of such committee for any expenses paid by him on account of his
attendance at any such meeting. Nothing in this Section contained shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving remuneration therefor.
3.8 Place and Time of Meetings of the Board. Meetings of the Board, regular
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or special, may be held at any place within or without the State of Delaware.
The times and places for holding meetings of the Board may be fixed from time to
time by resolution of the Board or (unless contrary to resolution of the Board)
in the notice of the meeting.
3.9 Annual Meetings. On the day when and at the place where the annual
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meeting of stockholders for the election of directors is held, and as soon as
practicable thereafter, the Board may hold its annual meeting, without notice of
such meeting, for the purposes of organization the election of officers and the
transaction of other business. The annual meeting of the Board may be held at
any other time and place specified in a notice given as provided in Section 3.11
of the By-laws for special meetings of the Board or in a waiver of notice
thereof.
3.10 Regular Meetings. Regular meetings of the Board may be held at such
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times and places as may be fixed from time to time by the Board. Unless
otherwise required by the Board, regular meetings of the Board may be held
without notice. If any day fixed for a regular meeting of the Board shall be a
Saturday or Sunday or a legal holiday at the place where such meeting is to be
held, then such meeting shall be held at the same hour at the same place on the
first business day thereafter which is not a Saturday, Sunday or legal holiday.
3.11 Special Meetings. Special meetings of the Board shall be held whenever
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called by the Chairman of the Board, the President, or the Secretary or by any
two or more directors. Notice of each special meeting of the Board shall, if
mailed, be addressed to each director at the address designated by him for that
purpose or, if none is designated, at his last known address at least two days
before the date on which the meeting is to be held; or such notice shall be sent
to each director at such address by telegraph, cable or wireless, or be
delivered to him personally, not later than the day before the date on which
such meeting is to be held. Every such notice shall state the time and place of
the meeting but need not state the purposes of the meeting, except to the extent
required by law.
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If mailed, each notice shall be deemed given when deposited, with postage
thereon prepaid, in a post office or official depository under the exclusive
care and custody of the United States Post Office Department. Such mailing shall
be by first-class mail.
3.12 Adjourned Meetings. A majority of the directors present at any meeting
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of the Board, including an adjourned meeting, whether or not a quorum is present
may adjourn such meeting to another time and place. Notice of any adjourned
meeting of the Board need not be given to any director whether or not present at
the time of the adjournment. Any business may be transacted at any adjourned
meeting that might have been transacted at the meeting as originally called.
3.13 Waiver of Notice. Whenever notice is required to be given to any
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director or member of a committee of directors under any provision of the
General Corporation Law or of the Certificate of Incorporation or By-laws, a
written waiver thereof, signed by the person entitled to notice, whether before
or after the time stated therein, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting, except when the person attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
directors, or members of a committee of directors, need be specified in any
written waiver of notice.
3.14 Organization. At each meeting of the Board, the Chairman of the Board,
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or in the absence of the Chairman of the Board, the President of the
Corporation, or in the absence of all of them a chairman chosen by the majority
of the directors present, shall preside. The Secretary shall act as secretary at
each meeting of the Board. In case the Secretary shall be absent from any
meeting of the Board, an Assistant Secretary shall perform the duties of secre-
tary at such meeting; and in the absence from any such meeting of the Secretary
and Assistant Secretaries, the person presiding at the meeting may appoint any
person to act as secretary of the meeting.
3.15 Quorum of Directors. A majority of the directors then in office shall
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constitute a quorum for the transaction of business or of any specified item of
business at any meeting of the Board.
3.16 Action by the Board. All corporate action taken by the Board or any
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committee thereof shall be taken at a meeting of the Board, or of such
committee, as the case may be, except that any action required or permitted to
be taken at any meeting of the Board, or of any committee thereof, may be taken
without a meeting if all members of the Board 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 or committee. Members of the Board, or any
committee designated by the Board, may participate in a meeting of the Board, or
of such committee, as the case may be, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each others and participation in a meeting pursuant to this
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Section 3.16 shall constitute presence in person at such meeting. Except as
otherwise provided by the Certificate of Incorporation or by law, the vote of a
majority of the directors present (including those who participate by means of
conference telephone or similar communications equipment) at the time of the
vote, if a quorum is present at such time, shall be the act of the Board.
ARTICLE 4
COMMITTEES OF THE BOARD
4.1 Executive Committee; Number, Appointment, Term of Office, etc. (a) The
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Board, by resolution adopted by a majority of the whole Board, may designate an
Executive Committee consisting of the Chairman of the Board and Chief Executive
Officer and such other directors as it may designate. Each member of the
Executive Committee shall continue to be a member thereof only so long as he
remains a director and at the pleasure of a majority of the whole Board. Any
vacancies on the Executive Committee may be filled by the majority of the whole
Board.
(b) The Executive Committee, between meetings of the Board, shall have and
may exercise the powers of the Board in the management of the property, business
and affairs of the Corporation and may authorize the seal of the Corporation to
be affixed to all papers which may require it. Without limiting the foregoing,
the Executive Committee shall have the express power and authority to declare a
dividend, to authorize the issuance of stock, and to adopt a certificate of
ownership and merger pursuant to Section 253 of the General Corporation Law of
the State of Delaware.
The Secretary, or if he shall be absent from such meeting, the person (who shall
be an Assistant Secretary, if an Assistant Secretary shall be present thereat)
whom the chairman of such meeting shall appoint, shall act as secretary of such
meeting and keep the minutes thereof.
(c) Regular meetings of the Executive Committee, of which no notice shall
be necessary, shall be held on such days and at such places, within or without
the State of Delaware, as shall be fixed by resolution adopted by a majority of
the Executive Committee. Special meetings of the Executive Committee shall be
held whenever called by the Chairman of the Board, if Chief Executive Officer,
the President, the Chairman of the Executive Committee and shall be called by
the Secretary of the Corporation on the request of a majority of the Executive
Committee. Notice of each special meeting of the Executive Committee shall be
given to each member thereof by depositing such notice in the United States
mail, in a postage prepaid envelope, directed to him at his residence or usual
place of business at least two days before the day on which such meeting is to
be held or shall be sent addressed to him at such place by telegraph, cable,
wireless or other form of recorded communication or be delivered personally or
by telephone a reasonable time in advance of the time at which such meeting is
to be held. Notice of any such meeting need not, however, be given to any member
of the Executive Committee if he shall be present at such meeting. Any
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meeting of the Executive Committee shall be a legal meeting without any Notice
thereof having been given if all the members of the Executive Committee shall be
present thereat. Such notice shall specify the time and place of the meeting,
but except as otherwise expressly provided by law, the purposes thereof need not
be stated in such notice. Subject to the provisions of these By-laws, the
Executive Committee may fix its own rules of procedure, and it shall keep a
record of its proceedings and report them to the Board at the next regular or
special meeting thereof after such proceedings shall have been taken. All such
proceedings shall be subject to revision or alteration by the Board; provided,
however, that third parties shall not be prejudiced by any such revision or
alteration.
(d) Except as otherwise provided by law, a majority of the Executive
Committee then in office shall constitute a quorum for the transaction of
business, and the act of a majority of those present at a meeting thereof shall
be the act of the Executive Committee. In the absence of a quorum, a majority of
the members of the Executive Committee present thereat may adjourn such meeting
from time to time until a quorum shall be present thereat. Notice of any
adjourned meeting need not be given. The Executive Committee shall act only as a
committee, and the individual members shall have no power as such.
(e) Any member of the Executive Committee may resign therefrom at any time
by giving written notice of his resignation to the Chairman of the Board, the
President or the Secretary. Any such resignation shall take effect at the time
specified therein or, if the time when it shall become effective shall not be
specified therein, it shall take effect immediately upon its receipt; and,
except as specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
(f) In addition to the foregoing, in the absence or disqualification of a
member of the Executive Committee, the members present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.
4.2 Other Committees of the Board. The Board, by resolution adopted by a
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majority of the whole Board, may designate one or more other committees, which
shall in each case consist of such number of directors, but not less than two,
and shall have and may exercise such powers for such periods, as the Board may
determine in the resolution designating such committee. A majority of the
members of any such committee may fix its rules of procedure, determine its
action, fix the time and place, whether within or without the State of Delaware,
of its meetings and specify what notice thereof, if any, shall be given, unless
the Board shall by resolution adopted by a majority of the whole Board otherwise
provide. Each member of any such committee shall continue to be a member thereof
only so long as he remains a director and at the pleasure of a majority of the
whole Board. Any vacancies on any such committee may be filled by a majority of
the whole Board.
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4.3 Other Committees. Nothing hereinbefore contained in this Article 4
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shall be deemed to preclude the designation by the Chairman of the Board, if
Chief Executive Officer, or the President, of committees, other than committees
of the Board, which may include officers and employees who are not directors.
ARTICLE 5
OFFICERS
5.1 Officers. The Board shall elect a Chairman of the Board, a President
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and Chief Executive Officer, a Chairman of the Executive Committee, a Secretary
and a Treasurer, and as many Assistant Secretaries and Assistant Treasurers as
the Board may deem necessary, and may elect or appoint one or more Vice
Presidents and such other officers as it may determine. The Board may designate
one or more Vice Presidents as Senior Vice President or Executive Vice
President, and may use descriptive words or phrases to designate the standing,
seniority or area of special competence of the Vice Presidents elected or
appointed by it. Each officer shall hold his office until his successor is
elected and qualified or until his earlier death, resignation or removal in the
manner provided in Section 5.2 of the By-laws. Any two or more offices may be
held by the same person. The Board may require any officer to give a bond or
other security for the faithful performance of his duties, in such amount and
with such sureties as the Board may determine. All officers as between
themselves and the Corporation shall have such authority and perform such duties
in the management of the Corporation as may be provided in the By-laws or as the
Board may from time to time determine.
5.2 Removal of Officers. Any officer elected or appointed by the Board may
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be removed by the Board with or without cause. The removal of an officer without
cause shall be without prejudice to his contract rights, if any. The election or
appointment of an officer shall not of itself create contract rights.
5.3 Resignations. Any officer may resign at any time in writing by
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notifying the Board, the Chairman of the Board, the President or the Secretary.
Such resignation shall take effect at the date of receipt of such notice or at
such later time as is therein specified, and, unless otherwise specified, the
acceptance of such resignation shall not be necessary to make it effective. The
resignation of an officer shall be without prejudice to the contract rights of
the Corporation, if any.
5.4 Vacancies. A vacancy in any office because of death, resignation,
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removal, disqualification or any other cause shall be filled for the unexpired
portion of the term in the manner prescribed in the By-laws for the regular
election or appointment to such office.
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5.5 Compensation. Salaries or other compensation of the officers may be
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fixed from time to time by the Board. No officer shall be prevented from
receiving a salary or other compensation by reason of the fact that he is also a
director.
5.6 Chairman of the Board. The Chairman of the Board of the Corporation
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shall have general supervision over the business of the Corporation, subject,
however, to the control of the Board and of any duly authorized committee of
directors. The Chairman of the Board shall, if present, preside at all meetings
of the stockholders and at all meetings of the Board. He may, with the Secretary
or the Treasurer or an Assistant Secretary or an Assistant Treasurer, sign
certificates for shares of capital stock of the Corporation. He may sign and
execute in the name of the Corporation deeds, mortgages, bonds, contracts and
other instruments, except in cases where the signing and execution thereof shall
be expressly delegated by the Board or by the By-laws to some other officer or
agent of the Corporation, or shall be required by law otherwise to be signed or
executed and, in general, he shall perform all duties incident to the office of
Chairman of the Board and such other duties as from time to time may be assigned
to him by the Board. The Board may designate two persons to serve as Co-Chairman
of the Board of the Corporation in which case each reference in these By-Laws to
the "Chairman of the Board" shall mean the "Co-Chairman of the Board". Where
both individuals holding such office are present, the individual with greater
seniority shall exercise the powers of the office, unless otherwise directed by
the Board.
5.7 President and Chief Executive Officer. The President shall be the
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Chief Executive officer, of the Corporation and as such shall have the general
powers and duties of supervision and management usually vested in the office of
President and Chief Executive Officer. The President may also, with the
Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer,
sign certificates for shares of capital stock of the Corporation; may sign and
execute in the name of the Corporation deeds, mortgages, bonds, contracts or
other instruments authorized by the Board, except in cases where the signing and
execution thereof shall be expressly delegated by the Board or by the By-laws to
some other officer or agent of the Corporation, or shall be required by law
otherwise to be signed or executed; and shall perform such other duties as from
time to time may be assigned to him by the Board.
5.8 Chairman of the Executive Committee. The Chairman of the Executive
-----------------------------------
Committee shall have the powers and duties incident to that office and shall
have other powers and duties as may be prescribed from time to time by the Board
of Directors. He shall be a member of the Executive Committee and shall preside
at all meetings of the Executive Committee. In the event of the absence or
disability of the President, he shall perform the duties of the President,
unless the Board of Directors shall have designated another person to perform
such duties.
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5.9 Vice Presidents. Each Vice President shall have such powers and shall
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perform such duties as shall be assigned to such person by the President or the
Board of Directors. Any Vice President may also, with the Secretary or the
Treasurer or an Assistant Secretary or an Assistant Treasurer, sign certificates
for shares of capital stock of the Corporation; may sign and execute in the name
of the Corporation deeds, mortgages, bonds, contracts or other instruments
authorized by the Board, except in cases where the signing and execution thereof
than be expressly delegated by the Board or by the By-laws to some other officer
or agent of the Corporation, or shall be required by law otherwise to be signed
or executed.
5.10 Secretary. The Secretary, if present, shall act as secretary of all
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meetings of the stockholders and of the Board, and shall keep the minutes
thereof in the proper book or books to be provided for that purpose; he shall
see that all notices required to be given by the Corporation are duly given and
served; he may, with the Chairman of the Board, the President or a Vice
President, sign certificates for shares of capital stock of the Corporation; he
shall be custodian of the seal of the Corporation and may seal with the seal of
the Corporation, or a facsimile thereof, all certificates for shares of capital
stock, of the Corporation and all documents the execution of which on behalf of
the Corporation under its corporate seal is authorized in accordance with the
provisions of the By-laws; he shall have charge of the stock ledger and also of
the other books, records and papers of the Corporation relating to its
organization and management as a Corporation, and shall see that the reports,
statements and other documents required by law are properly kept and filed; and
shall, in general, perform all the duties incident to the office of Secretary
and such other duties as from time to time may be assigned to him by the Board
or by the President.
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5.11 Treasurer. The Treasurer shall have charge and custody of, and be
---------
responsible for, all funds, securities and notes of the Corporation; receive and
give receipts for moneys due and payable to the Corporation from any sources
whatsoever; deposit all such monies in the name of the Corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with these By-laws; against proper vouchers, cause such funds to be disbursed by
checks or drafts on the authorized depositaries of the Corporation signed in
such manner as shall be determined in accordance with any provisions of the By-
laws, and be responsible for the accuracy of the amounts of all monies so
disbursed; regularly enter or cause to be entered in books to be kept by him or
under his direction full and adequate amount of all monies received or paid by
him for the amount of the Corporation; have the right to require, from time to
time reports or statements giving such information as he may desire with respect
to any and all financial transactions of the Corporation from the officers or
agents transacting the same; render to the President or the Board, whenever the
President or the Board, respectively, require him so to do, an account of the
financial condition of the Corporation and of all his transactions as Treasurer;
exhibit at all reasonable times his books of account and other records to any of
the directors upon application at the office of the Corporation where such books
and records are kept; and in general, perform all the duties incident to the
office of Treasurer and such other duties as from time to time may be assigned
to him by the Board, or by the President; and he may sign, with the Chairman of
the Board, the President or a Vice President, certificates for shares of capital
stock of the Corporation.
5.12 Assistant Secretaries and Assistant Treasurers. Assistant Secretaries
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and Assistant Treasurers shall perform such duties as shall be assigned to them
by the Secretary or by the Treasurer, respectively, or by the Board, or the
President. Assistant Secretaries and Assistant Treasurers may, with the Chairman
of the Board, the President or a Vice President, sign certificates for shares of
capital stock of the Corporation.
ARTICLE 6
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
6.1 Execution of Contracts. The Board may authorize any officer, employee
----------------------
or agent, in the name and on behalf of the Corporation, to enter into any
contracts or execute and satisfy any instrument, and any such authority may be
general or confined to specific instances, or otherwise limited.
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6.2 Loans. The Chairman of the Board and Chief Executive Officer, the
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President or any other officer, employee or agent authorized by the By-laws or
by the Board may effect loans and advances at any time for the Corporation from
any bank, trust company or other institutions or from any firm, corporation or
individual and for such loan and advances may make, execute and deliver
promissory notes, bonds or other certificates or evidences of indebtedness of
the Corporation, and when authorized so to do may pledge and hypothecate or
transfer any securities or other property of the Corporation as security for any
such loans or advances. Such authority conferred by the Board may be general or
confined to specific instances or otherwise limited.
6.3 Checks, Drafts, Etc. All checks, drafts and other orders for the
-------------------
payment of money out of the funds of the Corporation and all notes or other
evidences of indebtedness of the Corporation shall be signed on behalf of the
Corporation in such manner as shall from time to time be determined by
resolution of the Board.
6.4 Deposits. The funds of the Corporation not otherwise employed shall be
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deposited from time to time to the order of the Corporation in such banks, trust
companies or other depositories as the Board may select or as may be selected by
an officer, employee or agent of the Corporation to whom such power may from
time to time be delegated by the Board.
ARTICLE 7
STOCKS AND DIVIDENDS
7.1 Certificates Representing Shares. The shares of capital stock of the
--------------------------------
Corporation shall be represented by certificates in such form (consistent with
the provisions of Section 158 of the General Corporation Law) as shall be
approved by the Board. Such certificates shall be signed by the Chairman of the
Board and Chief Executive Officer, the President or a Vice President and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer,
and may be sealed with the seal of the Corporation or a facsimile thereof. The
signatures of the officers upon a certificate may be facsimiles, if the cer-
tificate is countersigned by a transfer agent or registrar other than the
Corporation itself or its employee. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon any
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, such certificate may, unless otherwise
ordered by the Board, be issued by the Corporation with the same effect as if
such person were such officer, transfer agent or registrar at the date of issue.
7.2 Transfer of Shares. Transfers of shares of capital stock of the
------------------
Corporation shall be made only on the books of the Corporation by the holder
thereof or by his duly authorized attorney appointed by a power of attorney duly
executed and filed with the Secretary or a transfer agent of the Corporation,
and on surrender of the certificate or certificates representing such shares of
capital
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stock properly endorsed for transfer and upon payment of all necessary transfer
taxes. Every certificate exchanged, returned or surrendered to the Corporation
shall be marked "Canceled," with the date of cancellation, by the Secretary or
an Assistant Secretary or the transfer agent of the Corporation. A person in
whose name shares of capital stock shall stand on the books of the Corporation
shall be deemed the owner thereof to receive dividends, to vote as such owner
and for all other purposes as respects the Corporation. No transfer of shares of
capital stock shall be valid as against the Corporation, its stockholders and
creditors for any purpose, except to render the transferee liable for the debts
of the Corporation to the extent provided by law, until such transfer shall have
been entered on the books of the Corporation by an entry showing from and to
whom transferred.
7.3 Transfer and Registry Agents. The Corporation may from time to time
----------------------------
maintain one or more transfer offices or agents and registry offices or agents
at such place or places as may be determined from time to time by the Board.
7.4 Lost, Destroyed, Stolen and Mutilated Certificates. The holder of any
--------------------------------------------------
shares of capital stock of the Corporation shall immediately notify the
Corporation of any loss, destruction, theft or mutilation of the certificate
representing such shares, and the Corporation may issue a new certificate to
replace the certificate alleged to have been lost, destroyed, stolen or
mutilated. The Board may, in its discretion, as, a condition to the issue of any
such new certificate, require the owner of the lost, destroyed, stolen or
mutilated certificate, or his legal representatives, to make proof satisfactory
to the Board of such loss, destruction, theft or mutilation and to advertise
such fact in such manner as the Board may require, and to give the Corporation
and its transfer agents and registrars, or such of them as the Board may
require, a bond in such form, in such sum and with such surety or sureties as
the Board may direct, to indemnify the Corporation and its transfer agents and
registrars against any claim that may be made against any of them on account of
the continued existence of any such certificate so alleged to have been lost,
destroyed, stolen or mutilated and against any expense in connection with such
claim.
7.5 Regulations. The Board may make such rules and regulations as it may
-----------
deem expedient, not inconsistent with the By-laws or with the Certificate of
Incorporation, concerning the issue, transfer and registration of certificates
representing shares of its capital stock.
7.6 Restriction on Transfer of Stock. A written restriction on the transfer
--------------------------------
or registration of transfer of capital stock of the Corporation, if permitted by
Section 202 of the General Corporation Law and noted conspicuously on the
certificate representing such capital stock, may be enforced against the holder
of the restricted capital stock or any successor or transferee of the holder
including an executor, administrator, trustee, guardian or other fiduciary
entrusted with like responsibility for the person or estate of the holder.
Unless noted conspicuously on the certificate representing such capital stock, a
restriction, even though permitted by Section 202 of the General Corporation
Law, shall be ineffective except against a person with actual knowledge of the
restriction. A restriction
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on the transfer or registration of transfer of capital stock of the Corporation
may be imposed either by the Certificate of Incorporation or by an agreement
among any number of stockholders or among such stockholders and the Corporation.
No restriction so imposed shall be binding with respect to capital stock issued
prior to the adoption of the restriction unless the holders of such capital
stock are parties to an agreement or voted in favor of the restriction.
7.7 Dividends, Surplus, Etc. Subject to the provisions of the Certificate
-----------------------
of Incorporation and of law, the Board:
7.7.1 May declare and pay dividends or make other distributions on the
outstanding shares of capital stock in such amounts and at such time or
times as, in its discretion, the condition of the affairs of the
Corporation shall render advisable;
7.7.2 May use and apply, in its discretion, any of the surplus of the
Corporation in purchasing or acquiring any shares of capital stock of the
Corporation, or purchase warrants therefor, in accordance with law, or any
of its bonds, debentures, notes, scrip or other securities or evidences of
indebtedness;
7.7.3 May set aside from time to time out of such surplus or net profits
such sum or sums as, in its discretion, it may think proper, as a reserve
fund to meet contingencies, or for equalizing dividends or for the purpose
of maintaining or increasing the property or business of the Corporation,
or for any purpose it may think conducive to the best interest of the
Corporation.
ARTICLE 8
INDEMNIFICATION
8.1 Indemnification of Officers and Directors. The Corporation shall
-----------------------------------------
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
is or was a director or an officer of the Corporation against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding to the fullest extent and in the manner set forth in and permitted by
the General Corporation Law, and any other applicable law, as from time to time
in effect. Such right of indemnification shall not be deemed exclusive of any
other rights to which such director or officer may be entitled apart from the
foregoing provisions. The foregoing provisions of this Section 8.1 shall be
deemed to be a contract between the Corporation and each director and officer
who serves in such capacity at any time while this Article 8 and the relevant
provisions, of the General Corporation law and other applicable law, if any, are
in effect, and any
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repeal or modification thereof shall not affect any rights or obligations then
existing, with respect to any state of facts then or theretofore existing, or
any action, suit or proceeding theretofore, or thereafter brought or threatened
based in whole or in part upon any such state of facts.
8.2 Indemnification of Other Persons. The Corporation may indemnify any
--------------------------------
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he is or
was an employee or agent of the Corporation, or is or was, serving at the
request of the Corporation, as a director, officer, employee or agent of another
Corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding to the extent and in the manner set forth in and
permitted by the General Corporation Law, and any other applicable law, as from
time to time in effect. Such right of indemnification shall not be deemed
exclusive of any other rights to which any such person may be entitled apart
from the foregoing provisions.
ARTICLE 9
BOOKS AND RECORDS
9.1 Books and Records. The Corporation shall keep correct and complete
-----------------
books and records of account and shall keep minutes of the proceedings of the
stockholders, the Board and any committee of the Board. The Corporation shall
keep at the office designated in the Certificate of Incorporation or at the
office of the transfer agent or registrar of the Corporation in Delaware, a
record containing the names and addresses of all stockholders, the number and
class of shares held by each and the dates when they respectively became the
owners of record thereof.
9.2 Form of Records. Any records maintained by the Corporation in the
---------------
regular course of its business, including its stock ledger, books of account,
and minute books, may be kept on, or be in the form of, punch cards, magnetic
tape, photographs, microphotographs or any other information storage device
provided that the records so kept can be converted into clearly legible written
form within a reasonable time. The Corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.
9.3 Inspection of Books and Records. Except as otherwise provided by law,
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the Board shall determine from time to time whether, and, if allowed, when and
under what conditions and regulations, the accounts, books, minutes and other
records of the Corporation, or any of them, shall be open to the inspection of
the stockholders.
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ARTICLE 10
SEAL
The Board may adopt a corporate seal which shall be in the form of a circle
and shall bear the full name of the Corporation, the year of its incorporation
and the word "Delaware".
ARTICLE 11
FISCAL YEAR
The fiscal year of the Corporation shall begin on the 1st day of January
and shall terminate on the 31st day of December in each year, or such other
period as may be fixed by resolution of the Board.
ARTICLE 12
VOTING OF SHARES HELD
Unless otherwise provided by resolution of the Board, the Chairman of the
Board and Chief Executive Officer, or the President, or any Vice President, may,
from time to time, appoint one or more attorneys or agents of the Corporation,
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 shares or securities may be held by the Corporation,
at meetings of the holders of stock or other securities of such other
corporation, or to consent, in writing to any action by any such other
corporation, and 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 on behalf of the Corporation and under its corporate or seal, or
otherwise, such written proxies, consents, waivers or other instruments as he
may deem necessary or proper in the premises; or the Chairman of the Board and
Chief Executive Officer, or the President, or any Vice President may himself
attend any meeting of the holders of the stock or other securities of any such
other corporation and thereat vote or exercise any or all other powers of the
Corporation as the holder of such stock or other securities of such other
corporation.
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ARTICLE 13
BUSINESS COMBINATIONS WITH INTERESTED STOCKHOLDERS
Pursuant to the provisions of Section 203 (a) (2) of the General
Corporation Law, the Corporation, by action of the Board, expressly elects not
to be governed by Section 203 of the General Corporation Law, dealing with
business combinations with interested stockholders. Notwithstanding anything to
the contrary in these By-laws, the provisions of this Article 13 may not be
further amended by the Board, except as may be specifically authorized by the
General Corporation Law.
ARTICLE 14
AMENDMENTS
The By-laws may be altered, amended, supplemented or repealed, or new By-
laws may be adopted, by vote of the holders of the shares entitled to vote in
the election of directors. The By-laws may be altered, amended, supplemented or
repealed, or new By-laws may be adopted, by the Board, provided that the vote of
a majority of the entire Board shall be required to change the number of
authorized directors. Any By-laws adopted, altered, amended, or supplemented by
the Board may be altered, amended, supplemented or repealed by the stockholders
entitled to vote thereon.
ARTICLE 15
OFFICES
The Corporation may have an office or offices at such place or places,
within or without the State of Delaware, as the Board of Directors may from time
to time designate or the business of the Corporation require.