By-Laws of J.P. Morgan & Co. Incorporated
As amended through April 10, 1996
The undersigned, Secretary of J.P. Morgan & Co. Incorporated,
hereby certifies that attached hereto is a true and complete copy
of the By-Laws of the Corporation as amended to date.
______________________________________
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Date
BY-LAWS OF J.P. MORGAN & CO. INCORPORATED
(a Delaware corporation)
Article I
Stockholders
Section 1.1 The annual meeting of the stockholders of the
Corporation shall be held on such date and at such time and place
within or without the state of Delaware as may be fixed by the
Board of Directors, for the election of Directors and such other
business as may properly come before the meeting. Notice of the
time, place and purpose or purposes of such meeting shall be
given not less than 10 nor more than 60 days before said meeting
by mailing postage prepaid or delivering personally such notice,
signed by the Chairman of the Board or the President or the
Secretary or an Assistant Secretary, to each stockholder of
record entitled to vote at such meeting at his address as it
appears on the stock ledger of the Corporation, unless he shall
have filed with the Secretary a written request that notices
intended for him be mailed to some other address, in which case
it shall be mailed to the address designated in such request.
Notice shall not be required to be given to any stockholder who
shall waive such notice in writing or who shall attend such
meeting in person or by proxy unless such attendance is 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.
Section 1.2 Special meetings of the stockholders may be called by
the Chairman of the Board, the President, the Chairman of the
Executive Committee, a Vice Chairman of the Board or the Board of
Directors. It shall be the duty of the Chairman of the Board or
the President or the Chairman of the Executive Committee or a
Vice Chairman of the Board to call a special meeting of the
stockholders whenever requested in writing to do so by
stockholders owning a majority of the capital stock of the
Corporation. Notice of any special meeting, stating the time,
place and purpose or purposes thereof, shall be given by mail to
the stockholders in the manner provided in Section 1.1 for the
calling of annual meetings of stockholders.
Section 1.3 At any meeting of stockholders, unless otherwise
provided by law, stockholders entitled to cast a majority of the
votes thereat, present either in person or by proxy, shall
constitute a quorum and any question brought before such meeting
shall be decided by the stockholders owning a majority of the
capital stock represented at such meeting, voting either in
person or by proxy. Less than a quorum shall have power to
adjourn any meeting.
Section 1.4 The Chairman of the Board, or in his absence the
President, or in his absence the Chairman of the Executive
Committee, or in his absence a Vice Chairman of the Board, shall
preside at all meetings of stockholders, and the order in which
the business thereof shall be disposed of, in the absence of a
contrary vote by stockholders, shall be determined by the
presiding officer.
Section 1.5 The Board of Directors may at any time appoint two
or more persons to act as inspectors of election at any meeting
of stockholders. If any inspector so appointed shall be absent
or shall refuse to act, or if his office become vacant and be not
filled by the Board of Directors, if a majority of the inspectors
be present, they may act; otherwise, the presiding officer of the
meeting may appoint one or more inspectors of election for such
meeting. Each inspector shall be entitled to a reasonable
compensation for his services to be paid by the Corporation.
Article II
Board of Directors
Section 2.1 The business of the Corporation shall be managed
and its corporate powers exercised by a Board of Directors. The
Board shall from time to time by vote of a majority of Directors
then in office fix the number of Directors.
Section 2.2 At each annual meeting of stockholders each of the
Directors shall be elected to serve until the next annual meeting
of stockholders and until his successor shall have been elected
and shall have qualified.
Section 2.3 The Board of Directors shall hold regular meetings for
business, of which meetings no notice shall be required, on such
date and at such time and place as may be fixed by the Board of
Directors.
Section 2.4 Special meetings of the Board of Directors may be
called by the Chairman of the Board, the President, the Chairman
of the Executive Committee, or a Vice Chairman of the Board, and
any of them shall call a special meeting whenever requested to do
so by any two members of the Board of Directors. Notice of such
meeting shall be mailed to each Director addressed to him at his
usual residence or place of business at least two days before the
day on which such meeting is to be held, or shall be sent to him
at such address by facsimile, electronic mail, telegram, radio or
cable or given personally or by telephone not later than the day
before such meeting is to be held.
Section 2.5 Any one or more members of the Board of Directors or
any committee thereof may participate in a meeting of the Board
of Directors or a committee thereof by means of conference
telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other.
Participation in a meeting by such means shall constitute
presence in person at such meeting.
Section 2.6 Except as otherwise required by law, one-third of
the number of Directors, as fixed from time to time, shall
constitute a quorum.
Section 2.7 Directors and members of the Executive Committee and
the members of any other committee shall be entitled to receive
such compensation or such fees for attendance as the Board of
Directors shall fix from time to time. Nothing herein contained
shall be construed to preclude any Director from serving in any
other capacity and receiving compensation therefor.
Article III
Committees
Section 3.1 The Board of Directors shall, at the meeting at
which these By-Laws are adopted and at the first meeting after
each annual meeting of stockholders, appoint an Executive
Committee of such number of Directors, including the Chairman of
the Board, the President, the Chairman of the Executive
Committee, the Vice Chairman, or if there be more than one, the
Vice Chairmen of the Board, as the Board of Directors may
determine, which may exercise the powers of the Board of
Directors in the intervals between the meetings of the Board of
Directors. The minutes of each meeting of the Executive
Committee shall be submitted to the first regular meeting of the
Board of Directors following the meeting of the Executive
Committee. The Executive Committee may adopt its own rules of
procedure and shall hold meetings upon request of any member
thereof. No notice of any meetings of the Executive Committee
shall be required. Three members of the Executive Committee
shall constitute a quorum.
Section 3.2 The Board of Directors may elect by resolution
passed by a majority of the whole Board of Directors, from among
its membership or otherwise, such other committees with such
powers as it shall determine. Such committees shall determine
their own quorum and adopt their own rules of procedure.
Section 3.3 Unless otherwise ordered by the Board of Directors,
in the absence or disqualification of any member of any committee
of the Board of Directors, the member or members thereof present
at any meeting and not disqualified from voting 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.
Section 3.4 The Board of Directors may fill any vacancy in any
committee.
Article IV
Officers and Employees
Section 4.1 The Board of Directors, at the meeting at which
these By-Laws are adopted and at the first meeting after each
annual meeting of stockholders, shall elect from their number a
Chairman of the Board and may elect from their number a
President, a Chairman of the Executive Committee and one or more
Vice Chairmen of the Board. Each such officer shall hold office
until the next annual election of officers and until his
successor is elected and shall have qualified. Any vacancy
occurring in the office of Chairman of the Board, President,
Chairman of the Executive Committee or Vice Chairman of the Board
may be filled at any regular or special meeting of the Board of
Directors.
The Board of Directors shall also elect a Secretary and a
Treasurer and may elect one or more Managing Directors and one or
more Vice Presidents (any one or more of whom may be designated
Executive Vice Presidents or Senior Vice Presidents), a
Controller, an Auditor and such other officers as the Board of
Directors may deem appropriate or desirable. The Board of
Directors may provide for the election or appointment of officers
who are not members of the Board of Directors in such manner as
the Board of Directors may determine or delegate. All officers
elected or appointed pursuant to this paragraph shall hold office
at the pleasure of the Board of Directors.
The compensation of officers shall be fixed either by the Board
of Directors or as the Board of Directors may determine or
delegate.
Section 4.2 All other agents and employees of the Corporation
shall be appointed, their duties prescribed and their
compensation fixed, by the Chairman of the Board or the
President, or any officer authorized to do so by either of them.
Section 4.3 Any or all of the officers or employees of the
Corporation may be required to give such bonds as the Board of
Directors may determine.
Section 4.4 The Chairman of the Board shall have general
supervision of the policies and operations of the Corporation on
behalf of the Board of Directors and shall be the chief executive
officer of the Corporation. He shall preside at meetings of the
stockholders and at meetings of the Board of Directors, and, in
the absence of the Chairman of the Executive Committee, at
meetings of the Executive Committee. He shall have the power to
sign checks, orders, contracts, leases, notes, drafts and other
documents and instruments in connection with the business of the
Corporation, and together with the Secretary or an Assistant
Secretary conveyances of real estate.
Section 4.5 The President of the Corporation shall participate
in the supervision of the policies of the Corporation on behalf
of the Board of Directors and shall manage and administer the
Corporation's operations. He shall perform all duties incident
to the office of President, and, except as the Board of Directors
or Executive Committee shall otherwise direct, in the event of
the absence or disability of the Chairman of the Board shall act
in his place and assume his duties. He shall have the same power
to sign for the Corporation as is prescribed in these By-Laws for
the Chairman of the Board. In the absence of the President, such
officer as the Board of Directors or the Executive Committee or
the Chairman of the Board may designate shall act in his stead.
Section 4.6 The Chairman of the Executive Committee shall
preside at meetings of the Executive Committee and shall
participate in the supervision of the policies and operations of
the Corporation on behalf of the Board of Directors and shall
have such other duties as shall be assigned to him by the Board
of Directors, the Executive Committee and Chairman of the Board.
He shall have the same power to sign for the Corporation as is
prescribed in these By-Laws for the Chairman of the Board.
Section 4.7 The Vice Chairman of the Board, or if there be more
than one, then each of them, shall participate in the supervision
of the policies and operations of the Corporation on behalf of
the Board of Directors, and shall have such duties as shall be
assigned to them by the Board of Directors, the Executive
Committee and the Chairman of the Board. Each Vice Chairman
shall have the same power to sign for the Corporation as is
prescribed in these By-Laws for the Chairman of the Board.
Section 4.8 Each Managing Director and each Vice President shall
have the duties and authority usually pertaining to such office
and in addition such other duties as shall be assigned to him by
the Board of Directors, the Executive Committee, the Chairman of
the Board, the President, the Chairman of the Executive Committee
and a Vice Chairman of the Board. Unless otherwise ordered by
the Board of Directors or the Executive Committee, each Managing
Director and each Vice President shall have the same power to
sign for the Corporation as is prescribed in these By-Laws for
the Chairman of the Board.
Section 4.9 The Treasurer shall have the supervision and care of
all the funds and securities of the Corporation. He shall keep
permanent records of the evidences of property or indebtedness
and of all fiscal transactions of the Corporation. He shall
perform all acts incident to the office of Treasurer.
Section 4.10 The Controller shall exercise general supervision
over, and be responsible for, the operation of all matters
pertaining to the accounting and bookkeeping of the Corporation
and shall have such further duties as the Chairman of the Board
or the President shall assign to him. He shall render to the
Board of Directors, the Executive Committee, the Chairman of the
Board, the President, the Chairman of the Executive Committee and
the Vice Chairman of the Board condensed monthly balance sheets
and statements of operating results and shall prepare such cost
control reports and such other statements and reports as the
Chairman of the Board, the President, the Chairman of the
Executive Committee or a Vice Chairman of the Board may request.
Section 4.11 The Auditor shall exercise general supervision
over, and be responsible for, the operation of all matters
pertaining to the auditing of the Corporation and shall have such
further duties as the Chairman of the Board or the President
shall assign to him. He shall render to the Board of Directors,
the Executive Committee, any committee of the Board of Directors
appointed to examine the affairs of the Corporation, the Chairman
of the Board, the President, the Chairman of the Executive
Committee and the Vice Chairman of the Board such regular audit
statements and reports as may be requested of him and such other
reports as in his judgment are necessary in the performance of
his duties.
Section 4.12 The Secretary shall keep the minutes of all
meetings of the Board of Directors and of all meetings of the
stockholders; he shall attend to the giving and receiving of all
notices of and to the Corporation; he may sign, with other
authorized officers, all contracts, instruments or documents in
the name of the Corporation and may affix or cause to be affixed
thereto the seal of the Corporation, of which he shall be the
custodian; and he shall in general perform all the duties
incident to the office of Secretary.
Section 4.13 Any Assistant Treasurer shall perform such duties
as may be designated by the President with the approval of the
Board of Directors, the Executive Committee, the Chairman of the
Board, the Chairman of the Executive Committee or a Vice Chairman
of the Board. In the absence or inability of the Treasurer to
act, any Assistant Treasurer may perform all the duties and may
exercise all the powers of the Treasurer.
Section 4.14 Any Assistant Secretary shall perform such duties
as may be designated by the President with the approval of the
Board of Directors, the Executive Committee, the Chairman of the
Board, the Chairman of the Executive Committee or a Vice Chairman
of the Board. Any Assistant Secretary may perform all the duties
and may exercise any of the powers of the Secretary.
Section 4.15 All other officers of the Corporation shall perform
such duties as may be designated by the Chairman of the Board or
any officer authorized to do so by him.
Section 4.16 All checks, orders, contracts, advices and other
instruments and documents shall be signed by the officers
authorized in these By-Laws to do so or by such other officers or
by such employees and agents other than officers as the Board of
Directors or the Executive Committee shall authorize, and subject
to such restrictions as the Board of Directors or the Executive
Committee shall prescribe. The Board of Directors or Executive
Committee may delegate to one or more officers of the Corporation
all or part of the authority to grant signing powers contained in
this Section 4.16.
Article V
Seal
Section 5.1 The Corporation shall have a seal which shall be
in such form as the Board of Directors shall approve.
Article VI
Capital Stock
Section 6.1 All certificates of stock shall be signed by the
Chairman of the Board, the President, the Chairman of the
Executive Committee, a Vice Chairman of the Board or a Vice
President, and the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary. The signatures may be
facsimile, engraved or printed, to the extent permitted by law.
Section 6.2 No transfer of stock of the Corporation shall be
permitted except upon the surrender of the outstanding
certificate of stock. No new certificate shall be issued until
the former certificate is canceled, except that in the case of
loss or destruction of a certificate, a new certificate may be
issued upon such terms as the Board of Directors may prescribe.
Section 6.3 In order that the Corporation may determine the
stockholders entitled to notice of and to vote at any meeting, or
any adjournment thereof, or entitled to express consent to any
corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or
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 action, the Board of Directors may
fix, in advance, a record date, which shall not be more than 60
nor less than 10 days before such meeting, nor more than 60 days
prior to any other action.
Article VII
Voting of stock of
other corporations
Section 7.1 Shares of the capital stock of other corporations
eld by the Corporation shall be voted in such manner as may
be determined by the Board of Directors.
Article VIII
Amendments
Section 8.1 Except as may be otherwise provided by law,
these By- Laws may be altered or repealed at any meeting of
the Board of Directors, whether or not such alteration or repeal
shall or may affect any By-Law which does or may be deemed to
limit the powers of the Directors, provided notice of such
meeting setting forth the substance of the proposed alteration or
repeal shall have been given to each Director prior to such
meeting.