Exhibit 3(l)
NORWEST CORPORATION
September 22, 1998 Meeting of the Board of Directors
Action: Amend By-Laws and Elect Directors as of Effective Time of
Merger
RESOLVED that immediately prior to the effective time of the merger
(the "Merger") of Wells Fargo & Company ("Wells Fargo") into a
subsidiary of the Corporation pursuant to the Agreement and Plan of
Merger, dated as of June 7, 1998, and amended and restated as of
September 10, 1998 (the "Agreement"), by and among Wells Fargo, the
Corporation, and WFC Holdings Corporation, the By-Laws of the
Corporation shall be amended as set forth below.
A. The second paragraph of Section 1 of the By-Laws is amended to
read as follows:
"The Corporation may also have an office in the City of San
Francisco, State of California, and also offices at such other
places as the Board of Directors may from time to time appoint
or the business of the Corporation may require."
B. Section 3 of the By-Laws is amended to read as follows:
"3. Place. All meetings of stockholders shall be held at
the office of the Corporation in San Francisco, California, or
at such other place within or without the State of Delaware as
shall from time to time be designated by the Board of
Directors."
C. The first sentence of Section 14 of the By-Laws is amended to
read as follows:
"The property and business of the Corporation shall
be managed by its Board of not less than ten nor more
than twenty-eight directors, with the number to be
designated from time to time by resolution of the
Board."
WELLS FARGO & COMPANY
By-Laws
(As amended through November 2, 1998)
Offices
1. The principal office shall be in the City of Wilmington, County of New
Castle, State of Delaware, and the name of the resident agent in charge
thereof is The Corporation Trust Company.
The Corporation may also have an office in the City of San Francisco,
State of California, and also offices at such other places as the Board of
Directors may from time to time appoint or the business of the Corporation
may require.
Seal
2. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,
Delaware." Said seal may be used by causing it or a facsimile thereof to
be impressed or affixed or reproduced or otherwise.
Stockholders' Meetings
3. Place. All meetings of stockholders shall be held at the office of the
Corporation in San Francisco, California, or at such other place within or
without the State of Delaware as shall from time to time be designated by
the Board of Directors.
4. Annual Meeting. An annual meeting of stockholders shall be held on the
fourth Tuesday of April in each year, or such other date as shall be
designated from time to time by the Board of Directors and stated in the
notice of the meeting, if not a legal holiday, and if a legal holiday, then
on the next day following, at such time as shall be designated by the Board
of Directors, when the stockholders shall elect, by a plurality vote except
as otherwise provided by law, by the Certificate of Incorporation or by
these By-Laws, by ballot, a Board of Directors, and transact such other
business as may properly be brought before this meeting.
5. Quorum. The holders of a majority of the stock issued and outstanding,
and entitled to vote thereat, present in person, or represented by proxy,
shall be requisite and shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided
by law, by the Certificate of Incorporation or by these By-Laws. If,
however, such majority shall not be present or represented at any meeting
of the stockholders, the stockholders entitled to vote thereat, present in
person or by proxy, shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until the
requisite amount of voting stock shall be present. At such adjourned
meeting at which the requisite amount of voting stock shall be represented,
any business may be transacted which might have been transacted at the
meeting as originally convened.
6. Voting Proxies. At each meeting of the stockholders every stockholder
having the right to vote shall be entitled to vote in person or by proxy
appointed by an instrument in writing subscribed by such stockholder and
bearing a date not more than one year prior to said meeting, unless said
instrument provides for a longer period. Each stockholder shall have one
vote for each share of stock having voting power registered in his name on
the books of the Corporation, provided that, except where the transfer
books of the Corporation shall have been closed or a date shall have been
fixed as a record date for the determination of stockholders entitled to
vote, no share of stock shall be voted at any election of directors which
has been transferred on the books of the Corporation within twenty days
next preceding such election. The vote for directors, and, upon the demand
of any stockholder, the vote upon any question before the meeting shall be
by ballot. All elections shall be had and all questions decided by a
plurality vote, except such as may, under the provisions of law, the
Certificate of Incorporation, or these By-Laws, require the vote of a
larger number of shares.
7. Notice of Annual Meeting. Written notice of the annual meeting shall
be mailed to each stockholder entitled to vote thereat at such address as
appears on the stock records of the Corporation, at least ten days prior to
the meeting.
8. Stockholders' List. A complete list of the stockholders entitled to
vote at the ensuing election, arranged in alphabetical order, shall be
prepared by the Secretary and shall, during the usual hours of business, be
open to the examination of any stockholder at the place where said election
is to be held for ten days before such election and 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.
9. Notice of Stockholder Business at Annual Meeting. At an annual meeting
of the stockholders, only such business shall be conducted as shall have
been brought before the meeting (a) by or at the direction of the Board of
Directors or (b) by any stockholder of the Corporation who complies with
the notice procedures set forth in this Section 9. For business to be
properly brought before an annual meeting by a stockholder, the stockholder
must have given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of the Corporation,
not less than 30 days nor more than 60 days prior to the meeting; provided,
however, that in the event that less than 40 days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely must be received not later than the
close of business on the tenth day following the day on which such notice
of the date of the annual meeting was mailed or such public disclosure was
made. A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the annual meeting (a) a
brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting,
(b) the name and address, as they appear on the Corporation's books, of the
stockholder proposing such business, (c) the class and number of shares of
the Corporation which are beneficially owned by the stockholder and (d) any
material interest of the stockholder in such business. Notwithstanding
anything in these By-Laws to the contrary, no business shall be conducted
at an annual meeting except in accordance with the procedures set forth in
this Section 9. The Chairman of an annual meeting shall, if the facts
warrant, determine and declare to the meeting that business was not
properly brought before the meeting and in accordance with the provisions
of this Section 9, and if he should so determine, he shall so declare to
the meeting and any such business not properly brought before the meeting
shall not be transacted.
10. Special Meetings - Call. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be
called by the Chairman or a Vice Chairman or the President or a majority of
the Board of Directors.
11. Special Meeting - Business. Business transacted at all special
meetings shall be confined to the objects stated in the call.
12. Special Meetings - Notice. Written notice of a special meeting of
stockholders, stating the time and place and object thereof, shall be
mailed, postage prepaid, at least ten days before such meeting, to each
stockholder entitled to vote thereat at his last known address as shown by
the books of the Corporation.
13. Action by Written Consent of Stockholders. (a) Any action which is
required to be or may be taken at any annual or special meeting of
stockholders of the Corporation may be taken without a meeting, without
prior notice and without a vote, if consents in writing, setting forth the
action so taken, shall have been signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or to take such action at a meeting at which all shares entitled
to vote thereon were present and voted; provided, however, that prompt
notice of the taking of the corporate action without a meeting and by less
than unanimous written consent shall be given to those stockholders who
have not consented in writing.
(b) The record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting shall be fixed by
the Board of Directors. Any stockholder of record seeking to have the
stockholders authorize or take corporate action by written consent without
a meeting shall, by written notice to the Secretary, request the Board of
Directors to fix a record date. Upon receipt of such a request, the
Secretary shall place such request before the Board of Directors at its
next regularly scheduled meeting, provided, however, that if the
stockholder represents in such request that he intends, and is prepared, to
commence a consent solicitation as soon as is permitted by the Securities
Exchange Act of 1934, as amended, and the regulations thereunder and other
applicable law, the Secretary shall as promptly as practicable call a
special meeting of the Board of Directors, which meeting shall be held as
promptly as practicable. At such regular or special meeting, the Board of
Directors shall fix a record date as provided in Section 40 of these By-
Laws and Section 213(a) (or its successor provision) of the Delaware
General Corporation Law. Should the Board of Directors fail to fix a
record date as provided for in this Section 13, then the record date shall
be the day on which the first written consent is expressed.
(c) In the event of the delivery to the Corporation of written consents
purporting to represent the requisite voting power to authorize or take
corporate action and/or related revocations, the Secretary of the
Corporation shall provide for the safekeeping of such consents and
revocations and shall, as promptly as practicable, engage nationally
recognized independent inspectors of election for the purpose of promptly
performing a ministerial review of the validity of the consents and
revocations. No action by written consent and without a meeting shall be
effective until such inspectors have completed their review, determined
that the requisite number of valid and unrevoked consents has been obtained
to authorize or take the action specified in the consents, and certified
such determination for entry in the records of the Corporation kept for the
purpose of recording the proceedings of meetings of stockholders.
Directors
14. Number. The property and business of the Corporation shall be managed
by its Board of not less than ten nor more than twenty-eight directors,
with the number to be designated from time to time by resolution of the
Board. Directors shall be elected at the annual meeting of the
stockholders, except as otherwise provided by the Certificate of
Incorporation or by these By-Laws, and each director shall be elected to
serve until his successor shall be elected and shall qualify.
15. Notice of Stockholder Nominees. Only persons who are nominated in
accordance with the procedures set forth in these By-Laws shall be eligible
for election as directors. Nominations of persons for election to the
Board of Directors of the Corporation may be made at a meeting of
stockholders (a) by or at the direction of the Board of Directors or (b) by
any stockholder of the Corporation entitled to vote for the election of
directors at the meeting who complies with the notice procedures set forth
in this Section 15. Such nominations, other than those made by or at the
direction of the Board of Directors, shall be made pursuant to timely
notice in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 30 days nor
more than 60 days prior to the meeting; provided, however, that in the
event that less than 40 days' notice or prior public disclosure of the date
of the meeting is given or made to stockholders, notice by the stockholder
to be timely must be so received not later than the close of business on
the tenth day following the day on which such notice of the date of the
meeting was mailed or such public disclosure was made. Such stockholder's
notice shall set forth (a) as to each person whom the stockholder proposes
to nominate for election or re-election as a director, all information
relating to such person that is required to be disclosed in solicitations
of proxies for election of directors, or is otherwise required, in each
case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (including such person's written consent to being named in the
proxy statement as a nominee and to serving as a director if elected); and
(b) as to the stockholder giving the notice (i) the name and address, as
they appear on the Corporation's books, of such stockholder and (ii) the
class and number of shares of the Corporation which are beneficially owned
by such stockholder. At the request of the Board of Directors any person
nominated by the Board of Directors for election as a director shall
furnish to the Secretary of the Corporation that information required to be
set forth in a stockholder's notice of nomination which pertains to the
nominee. No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in
the By-Laws. The Chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by these By-Laws, and if he
should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.
16. Vacancies. If the office of any director or directors becomes vacant
by reason of death, resignation, retirement, disqualification, removal from
office, or otherwise, a majority of the remaining directors, though less
than a quorum, except as otherwise provided by law, by the Certificate of
Incorporation or by these By-Laws, shall choose a successor until a
successor or successors have been duly elected, unless sooner displaced.
17. Place of Meetings. The directors may hold their meetings and have one
or more offices, and keep the books of the Corporation, except the original
or duplicate stock ledger, outside of Delaware, at the office of the
Corporation in the City of Minneapolis, Minnesota, or at such other places
as they may from time to time determine.
18. Powers. In addition to the powers and authorities by these By-Laws
expressly conferred upon them, the Board may exercise all such powers of
the Corporation and do all such lawful acts and things as are not by
statute or by the Certificate of Incorporation or by these By-Laws directed
or required to be exercised or done by the stockholders.
Committees
19. Purposes - Powers. The Board of Directors may, by resolution or
resolutions, passed by a majority of the whole Board, designate one or more
committees, each committee to consist of one or more of the directors of
the Corporation, which to the extent provided in said resolution or
resolutions or in these By-Laws, shall have and may exercise the powers of
the Board of Directors in the management of the business and affairs of the
Corporation, and may have power to authorize the seal of the Corporation to
be affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be stated in these By-Laws
or as may be determined from time to time by resolution adopted by the
Board of Directors.
20. Minutes. The committees may keep regular minutes of their proceedings
and shall report to the Board when required.
Compensation
21. Directors. By resolution of the Board, directors may receive a fixed
fee for their services, and a fixed sum and expenses of attendance, if any,
may be allowed for attendance at each regular or special meeting of the
Board; provided, that nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity
and receiving compensation therefor.
22. Committee Members. Members of special or standing committees may be
allowed like compensation for attending committee meetings.
Meetings of the Board
23. Annual Meeting. Immediately following the annual meeting of
stockholders and at the place of such meeting the newly elected Board shall
meet for the purpose of organization, the election of officers and the
transaction of other business, and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided that a majority of the whole Board shall be present. In
lieu of meeting at such time and place, the newly elected Board may meet at
such time and place as may be fixed by the consent in writing of all the
directors or by call issued by the Chairman or a Vice Chairman or the
President.
24. Regular Meetings. Regular meetings of the Board may be held without
notice at such time and place as shall from time to time be determined by
the Board.
25. Special Meetings - Call. Special meetings of the Board may be called
by the Chairman or a Vice Chairman or the President on two days' notice to
each director, either personally or by mail or by telegram; special
meetings shall be called by the Chairman or a Vice Chairman or the
President or the Secretary in like manner and on like notice on the written
request of two directors.
26. Quorum. At all meetings of the Board of Directors any number of
directors constituting not less than one-third (1/3) of the total number of
members of said Board shall be necessary and sufficient to constitute a
quorum for the transaction of business, provided that where there is less
than a majority of the Board of Directors present at any meeting, no action
by those present, although constituting a quorum, shall be taken except by
unanimous vote.
Officers
27. Officers. The officers of the Corporation shall be a Chairman, one or
more Vice Chairmen, President, a Secretary, a Treasurer, a Controller, a
Chief Examiner, a Chief Auditor, and such other officers, and with such
duties, as may be determined by the Board as necessary for the prompt and
orderly transaction of the business of the Corporation. Any two or more
offices may be held by the same person. The Chairman and the President
shall be members of the Board of Directors and other officers may be
members of the Board of Directors. The salaries of all officers of the
Corporation shall be fixed by the Board of Directors.
In its discretion, the Board of Directors by a majority vote may leave
unfilled any offices specified in the preceding paragraph.
28. Election - Appointment - Term of Office - Removal. All officers
holding the title of Chairman, Vice Chairman, President, Secretary,
Treasurer, Controller, Chief Examiner, Chief Auditor, and such other
officers as may be designated by the Board of Directors shall be elected by
the Board of Directors. Any officer elected by the Board of Directors may
be removed at any time by the affirmative vote of a majority of the whole
Board of Directors. The Board of Directors may authorize officers elected
by the Board to appoint other officers and agents pursuant to procedures
established by resolution of the Board. All officers shall hold office
until their successors are elected or appointed and qualified, unless
theretofore they shall have resigned, become disqualified or been removed.
29. Chairman and Vice Chairman. The Chairman may, by resolution of the
Board of Directors, be designated Chief Executive Officer of the
Corporation. The Chairman shall preside at all meetings of the stockholders
and at all meetings of the Board. If the Chairman is not designated Chief
Executive Officer, the Chairman shall assist the Chief Executive Officer in
the management of the Corporation and shall perform such other duties as
the Board of Directors shall prescribe. If the Chairman is not designated
Chief Executive Officer, the Chairman shall in the absence or disability of
the Chief Executive Officer perform the duties and exercise the powers of
the Chief Executive Officer.
The Vice Chairman or Chairmen shall assist the Chief Executive Officer in
the management of the Corporation and shall perform such other duties as
the Board of Directors shall prescribe. In the absence or disability of
the Chairman, the President or a Vice Chairman shall perform the duties and
exercise the powers of the Chairman.
If at any time there shall be elected and serving more than one person in
the office of Vice Chairman, then in the absence or disability of the
Chairman, the President or the Vice Chairman as designated in writing by
the Chief Executive Officer shall perform the duties and exercise the
powers of the Chairman. In the absence of such designation by the Chief
Executive Officer, then the duties and powers of the Chairman shall be
performed and exercised by the President or the Vice Chairman with greater
seniority of continuous service in that office or, in the absence of such
seniority, seniority of continuous service to the Corporation and its
subsidiaries.
30. President. The President may, by resolution of the Board of
Directors, be designated Chief Executive Officer of the Corporation. If
the President is not designated Chief Executive Officer, the President
shall assist the Chief Executive Officer in the management of the
Corporation and shall perform such other duties as the Board of Directors
shall prescribe.
31. Chief Executive Officer. The Board of Directors shall by resolution
designate either the Chairman or the President as the Chief Executive
Officer of the Corporation. The Chief Executive Officer shall be charged
with the management of the Corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect. The Chief
Executive Officer shall be charged with the duty of causing to be
currently presented to the Board of Directors full information regarding
the conditions and operations of the Corporation, as well as matters of a
policy nature concerning the affairs of the Corporation and all
information requisite to enable the Board in the discharge of its
responsibilities to exercise judgment and take action upon all matters
requiring its consideration.
Except where by law the signature or action of any other officer is
required, the Chief Executive Officer shall possess the same power as any
such other officer to sign certificates, contracts and other instruments
of the Corporation and to take other action on behalf of the Corporation.
The Chief Executive Officer shall have the general powers and duties of
supervision and management usually vested in the chief executive officer
of a corporation.
32. Vice Presidents. Any Vice President may, in the absence or
disability of the Chairman, all Vice Chairmen and the President, perform
the duties and exercise the powers of the Chairman, all Vice Chairmen and
the President, and shall perform such other duties as the Board of
Directors shall prescribe.
33. Secretary and Assistant Secretaries. (a) Except as may be
otherwise expressly provided in these By-Laws, the Secretary shall attend
all sessions of the Board and all meetings of the stockholders and record
all votes and the minutes of all proceedings in a book to be kept for
that purpose, and shall perform like duties for the standing or special
committees when requested. He shall give, or cause to be given, notice
of all meetings of the stockholders and of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of
Directors or the Chief Executive Officer, under whose supervision he
shall be. He shall keep in safe custody the seal of the Corporation,
and, when authorized by the Board, affix the same to any instrument
requiring it and when so affixed it shall be attested by his signature or
by the signature of the Treasurer or an Assistant Secretary or an
Assistant Treasurer. He shall be sworn to the faithful discharge of his
duties.
(b) Any Assistant Secretary may, in the absence or disability of the
Secretary, perform the duties and exercise the powers of the Secretary,
and shall perform such other duties as the Board of Directors shall
prescribe.
(c) If the Board of Directors shall appoint a Secretary to the Board,
then such Secretary to the Board shall have and perform the duties of the
Secretary and with respect to attendance at and recording of votes and
minutes of all proceedings at sessions of the Board and meetings of the
stockholders and, when requested, meetings of standing and special
committees.
34. Treasurer and Assistant Treasurers. (a) The Treasurer shall have
the custody of the corporate funds and securities and shall keep full and
accurate accounts thereof, and shall deposit all moneys, and other
valuable effects, in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.
(b) He shall disburse the funds of the Corporation as may be ordered by
the Board, taking proper vouchers for such disbursements, and shall
render to the Chief Executive Officer and the Board of Directors,
whenever they may require it, an account of all his transactions as
Treasurer and of the financial condition of the Corporation.
(c) He shall give the Corporation a bond, if required by the Board of
Directors, in a sum and with one or more sureties satisfactory to the
Board, for the faithful performance of the duties of his office, and for
the restoration to the Corporation, in case of his death, resignation,
retirement or removal from office, of all money and other property of
whatever kind in his possession or under his control belonging to the
Corporation.
(d) Any Assistant Treasurer may, in the absence or disability of the
Treasurer, perform the duties and exercise the powers of the Treasurer,
and shall perform such other duties as the Board of Directors shall
prescribe.
35. Controller. The Controller shall supervise all accounting and
bookkeeping of the Corporation, shall make such reports to the Board on
the financial condition of the Corporation as shall be required by the
Board, and shall perform such other duties as the Board shall prescribe.
He shall be subject to removal only by the Board of Directors.
36. Chief Examiner. The Chief Examiner shall examine and appraise the
assets of each affiliate of the Corporation, shall make, at least once a
year, a report to the Board summarizing the condition of the assets and
capital position of the Corporation and its affiliates, and shall perform
such other duties as the Board shall prescribe. He shall be subject to
removal only by the Board of Directors.
37. Duties of Officers May Be Delegated. In case of the absence of any
officer of the Corporation, or for any other reason that the Board may
deem sufficient, the Board may delegate, for the time being, the powers
or duties, or any of them, of such officer to any other officer or to any
director, provided a majority of the entire Board concurs therein.
Certificated and Uncertificated Shares
38. Shares of the Corporation's stock may be certificated or
uncertificated, as provided under Delaware law. All certificates of
stock of the Corporation shall be numbered and shall be entered in the
books of the Corporation as they are issued. They shall exhibit the
holder's name and number of shares and shall be signed by the Chairman
or a Vice Chairman or the President or a Vice President and by the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary. Any of or all the signatures on the certificate may be a
facsimile.
Transfers of Stock
39. Transfers of stock shall be made on the books of the Corporation
only by the record holder of such stock, or by attorney lawfully
constituted in writing, and, in the case of stock represented by a
certificate, upon surrender of the certificate.
Closing of Transfer Books
40. The Board of Directors shall have the power to close the stock
transfer books of the Corporation for a period not exceeding fifty days
preceding the date of any meeting of stockholders, or the date for the
payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock shall go
into effect, or for a period not exceeding fifty days in connection with
obtaining the consent of stockholders for any purpose; provided, however,
that in lieu of closing the stock transfer books as aforesaid, the Board
of Directors may fix in advance a date not exceeding fifty days preceding
the date of any meeting of stockholders, or the date for the payment of
any dividend, or the date for the allotment of rights, or the date when
any change or conversion or exchange of capital stock shall go into
effect, or a date in connection with obtaining such consent, 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 to any such change, conversion or
exchange of capital stock, or to give such consent, 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 notice of, and to vote
at, such meeting and any adjournment thereof, or to receive payment of
any such dividends or to receive such allotment of rights, or to exercise
such rights, or to give such consent, as the case may be, notwithstanding
any transfer of such stock on the books of the Corporation after any such
record date fixed as aforesaid.
Registered Stockholders
41. The Corporation shall be entitled to treat the holder of record of
any share or shares of stock as the holder in fact thereof and
accordingly shall not be bound to recognize any equitable or other claim
to or interest in such share on the part of any other person, whether or
not it shall have express or other notice thereof, save as expressly
provided by the laws of Delaware.
Lost Certificates
42. Any person claiming a certificate of stock to be lost or destroyed
shall make an affidavit or affirmation of the fact and advertise the same
in such manner as the Board of Directors may require, and the Board of
Directors may, in their discretion, require the owner of the lost or
destroyed certificate, or his legal representative, to give the
Corporation a bond in such sum as they may direct to indemnify the
Corporation against any claim that may be made against it on account of
the alleged loss of any such certificate, or the issuance of a new
certificate; a new certificate of the same tenor and for the same number
of shares as the one alleged to be lost or destroyed may be issued
without requiring any bond or advertisement when, in the judgment of the
directors, it is proper so to do.
Contracts
43. Except as may be otherwise expressly provided in these By-Laws, all
contracts or other written instruments made in the Corporation's name
shall be signed by the Chairman or a Vice Chairman or the President or
Executive Vice President or Senior Vice President and attested by the
Secretary or an Assistant Secretary, or shall be executed by such other
person or persons and in such other manner as shall from time to time be
directed by the Board of Directors by appropriate resolutions.
Stock Held in Other Corporations
44. Voting - Proxies. All capital stocks in other corporations owned by
this Corporation shall be voted at the regular and/or special meeting of
the stockholders of said other corporations by proxy by an attorney
specifically named in a proxy and given a power of attorney to represent
this Corporation at such stockholders' meeting for the purposes in said
power of attorney specified; and the Chairman or any Vice Chairman or any
Vice President together with the Secretary or any Assistant Secretary of
this Corporation are hereby authorized to execute and deliver in the name
and under the seal of this Corporation proxies in such form as may be
required by the corporation whose stock is to be voted thereunder naming
as the attorney authorized to act by said proxy such individual or
individuals as said Chairman or Vice Chairman or Vice President together
with said Secretary or Assistant Secretary shall deem advisable;
provided, however, that no stock in other corporations shall be voted,
and no proxies to vote the same shall be given, with reference to the
adoption, amendment or termination of any pension or profit sharing plan
or any other plan of deferred compensation except by the affirmative vote
of a majority of the Board of Directors of this Corporation at the time
when such action is taken and such majority shall not include any
director who is a salaried officer of this Corporation or of any
affiliated bank or company.
45. Local Directors. In the event that this Corporation shall own in
excess of fifty percent of the capital stock of any financial or moneyed
corporation or association and if in the acquisition of such stock this
Corporation shall have agreed that as to the voting of such stock for the
election of directors this By-Law or an agreement substantially in accord
therewith shall be binding on the Corporation, then and in each such
event the stock so acquired shall, at all meetings for the election of a
Board of Directors of any such association or corporation, be voted in
favor of the election to such Board of a sufficient number of residents
of the city where the principal office of such corporation or association
is located so that, if the candidate so voted for shall be elected, at
least seventy-five percent of the members of said Board of Directors
shall be residents of said city. This Section 41 of these By-Laws shall
be amended only upon the affirmative vote of eighty percent in amount of
the common stock of this Corporation outstanding at the time of such
amendment or by the Board of Directors after receipt of the written
consent of the holders of at least eighty percent of the common stock of
this Corporation.
Inspection of Books
46. The directors shall determine from time to time whether, and, if
allowed, when and under what conditions and regulations the accounts and
books of the Corporation (except as such as may by statute be
specifically open to inspection) or any of them shall be open to the
inspection of the stockholders, and the stockholders' rights in this
respect are and shall be restricted and limited accordingly.
Checks
47. All checks or demands for money and notes of the Corporation shall
be signed by such officer or officers or employees as the Board of
Directors may from time to time designate.
Fiscal Year
48. The fiscal year shall begin the first day of January in each year.
Dividends
49. Dividends upon the capital stock of the Corporation, subject to the
provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to
law. Dividends may be paid in cash, in property or in shares of the
capital stock.
Before payment of any dividend there may be set aside out of any funds of
the Corporation available for dividends such sum or sums as the directors
from time to time in their absolute discretion think proper as a reserve
fund to meet contingencies, or for equalizing dividends, or for repairing
or maintaining any property of the Corporation, or for such other purpose
as the directors shall think conducive to the interests of the
Corporation.
Annual Statement
50. The Chairman or a Vice Chairman or the President or a Vice President
shall present at each annual meeting of stockholders a statement of the
business and condition of the Corporation.
Notices
51. Whenever under the provisions of these By-Laws notice is required to
be given to any director, officer or stockholder, it shall not be
construed to mean personal notice, but such notice may be given in
writing, by mail, by depositing the same in the post office or letter
box, in a postpaid sealed wrapper, addressed to such stockholder, officer
or director at such address as appears on the books of the Corporation,
or, in default of other address, to such director, officer or stockholder
at the General Post Office in the City of Wilmington, Delaware, and such
notice shall be deemed to be given at the time when the same shall be
thus mailed.
Any stockholder, director or officer may waive any notice required to be
given under these By-Laws.
Amendments
52. These By-Laws, except as hereinabove otherwise provided, may be
altered or amended by the affirmative vote of a majority of the stock
issued and outstanding and entitled to vote thereat, at any regular or
special meeting of the stockholders if notice of the proposed alteration
or amendment be contained in the notice of the meeting, or, except as
hereinbefore and in the Certificate of Incorporation of this Corporation
otherwise provided, by the affirmative vote of a majority of the Board of
Directors; provided, however, that no change of the time or place for the
election of directors shall be made within sixty days next before the day
on which such election is to be held, and that in case of any change of
such time or place notice thereof shall be given to each stockholder in
person or by letter mailed to his last known post office address at least
twenty days before the election is held.