Exhibit 3(b)
By-Laws
Amended December 20, 1994
Amoco Corporation
Amoco Corporation
Index to By-Laws
Description Page
Article I - Shareholders
Section 1. Annual Meeting 1
Section 2. Special Meetings 1
Section 3. Notice of Meetings 1
Section 4. Location 1
Section 5. Quorum 1
Section 6. Adjournment 1
Section 7. Organization 1
Section 8. Voting 2
Section 9. List of Shareholders 2
Article II - Directors
Section 1. Number 3
Section 2. Term of Office 3
Section 3. Vacancies 3
Section 4. Annual Meeting of Board 3
Section 5. Regular Meetings 3
Section 6. Special Meetings 3
Section 7. Adjournments 3
Section 8. Quorum 3
Section 9. Chairman 4
Section 10. Place of Meeting 4
Article III - Committees
Section 1. Designation of Committees 4
Section 2. Executive Committee 4
Article IV - Officers
Section 1. Titles, Election, Appointment and Tenure 4
Section 2. Powers 4
Section 3. Chairman of the Board 5
Section 4. Corporate Secretary and Assistant Corporate
Secretaries 5
Section 5. Treasurer and Assistant Treasurers 5
Section 6. Controller and Assistant Controllers 6
Article V - Shares
Section 1. Form 6
Section 2. Transfer and Cancellation of Shares 6
Section 3. Regulations 7
Section 4. Fixing Dates of Record 7
Section 5. Shareholder Addresses 7
Article VI - Corporate Seal 7
Article VII - Fiscal Year 7
Article VIII - Indemnification of Directors, Officers and Others 8
Article IX - Emergency By-Laws
Section 1. Applicability 9
Section 2. Emergency Meeting 9
Section 3. Substitute Directors 9
Section 4. Extreme Emergency 10
Section 5. Power/Substitute Officers 10
Section 6. Term 10
Article X - Amendments to By-Laws 10
Amoco Corporation
By-Laws
Article I
Shareholders
Section 1. Annual Meeting. The annual meeting of shareholders shall
be held on the fourth Tuesday in April of each year for the purpose of
electing directors and for the transaction of other business.
Section 2. Special Meetings. Special meetings of the shareholders
may be called by the Chairman of the Board, or by a majority of the actual
number of directors elected and qualified from time to time. The business
of any such special meeting shall be confined to the subject or subjects
specified in the notice thereof.
Section 3. Notice of Meetings. Notice of each meeting of
shareholders stating the place, day and hour of the meeting and, in the
case of a special meeting, the purpose or purposes for which the meeting
is called, shall be delivered or mailed by the Corporate Secretary to each
shareholder of record entitled to vote at such meeting, at such address as
appears upon the books of the Corporation, at least ten (10) days and not
more than sixty (60) days before the date of the meeting.
Section 4. Location. Meetings of the shareholders shall be held at
such location as shall be determined with respect to any such meeting by
resolution of the Board of Directors, except that the Chairman of the
Board shall determine the location of any special meeting of the
shareholders which is called by the Chairman of the Board.
Section 5. Quorum. At any shareholders meeting the holders of a
majority of the voting power of each class of the issued and outstanding
shares entitled to vote at such meeting, represented in person or by
proxy, shall constitute a quorum.
Section 6. Adjournment. Any meeting of shareholders may adjourn
from time to time and no further notice of such adjourned meeting or
meetings shall be necessary unless a new record date is set. If at any
such meeting there shall be no quorum, a majority in interest of the
shareholders attending in person or by proxy may adjourn the meeting from
time to time without further notice until a quorum shall attend.
Section 7. Organization. The Chairman of the Board, or in his or
her absence a Vice Chairman or the President of the Corporation, or in the
absence of all of them a director appointed by a majority of the directors
present, shall preside as Chairman of meetings of the shareholders. The
Chairman of the meeting shall have the power and the duty to preserve
order and to ensure that the meeting is properly conducted and that the
shareholders, both present and absent, are treated fairly and in good
faith. Without limiting the generality of the foregoing, the Chairman of
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the meeting may in his or her discretion declare any proposal to be out of
order if notice of such proposal was not given to the Chairman, the
Corporate Secretary or the Board of Directors at least thirty (30) days in
advance of the meeting. The Corporate Secretary shall act as Secretary of
all meetings of shareholders or, if absent, the Chairman of the meeting
may appoint a Secretary.
Section 8. Voting. At all meetings of the shareholders each
shareholder shall be entitled to one vote for each share registered in
such shareholder's name at the close of business on the date of record
fixed by the Board of Directors, or, if any holder acquires title to a
share after that date, such holder shall be entitled to one vote for each
share for which such holder has received a proxy from the shareholder of
record. Such vote may be given in person or by proxy duly executed in
writing by the shareholder or the shareholder's duly authorized attorney-
in-fact. The election of directors shall be decided by a plurality of the
votes cast by the shares entitled to vote in the election. Action on a
matter other than the election of directors is approved if the number of
shares cast "for" the proposal exceeds the number of shares cast "against"
the proposal, unless otherwise provided by statute or by the Articles of
Incorporation. The Board of Directors shall prescribe rules and
regulations for voting, consistent with the laws of Indiana and these By-
Laws, and shall appoint inspectors to collect and count the votes and
cause the result of a vote on any matter voted upon to be entered in the
minutes of the shareholders' meeting. The inspectors shall also pass upon
the qualification of voters, the validity of proxies, and the acceptance
or rejection of votes. No person who is a candidate for the office of
director shall act as inspector with respect to a vote for election of
directors. The Corporate Secretary shall keep true records of the votes
on election of directors and other proceedings at shareholders meetings,
but it shall not be necessary to record at length upon such records the
names of the shareholders voting, and only the totals of the votes cast
"for," "against" or "abstain" on any proposition voted upon by the
shareholders need be recorded.
Section 9. List of Shareholders. The Corporate Secretary shall
make, at least five (5) business days before each shareholders meeting, a
complete list of the shareholders entitled to vote at said meeting,
arranged in alphabetical order with the address and number of shares so
entitled to vote held by each, which list shall be on file at the
principal office of the Corporation, and subject to inspection by any
shareholder for a proper purpose. Such list shall be produced and kept
open at the time and place of the meeting and subject to inspection by any
shareholder during the holding of such meeting. The original stock
register or transfer record (which may be maintained on magnetic tape or
other electrical storage form), or a duplicate thereof or printout
therefrom, shall be the only evidence as to who are the shareholders
entitled to examine such list or the stock register or transfer record, or
to vote at the meeting of shareholders.
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Article II
Directors
Section 1. Number. The Board of Directors shall consist of at least
twelve (12) and not more than twenty (20) persons, as fixed from time to
time by the Board of Directors.
Section 2. Term of Office. The members of the Board of Directors
shall consist of three (3) classes of membership as nearly equal in number
as practicable, as determined by the Board of Directors. The successors
of the class of directors whose term expires at any annual meeting shall
be elected to hold office for a term of three (3) years expiring at the
annual meeting of shareholders to be held in the third year following the
year of election. The Board of Directors may adopt from time to time a
director retirement or other tenure policy.
Section 3. Vacancies. Any vacancies on the Board of Directors
resulting from death, resignation, retirement, disqualification, removal
from office or other cause and newly created directorships resulting from
an increase in the number of directors shall be filled by a majority vote
of the remaining directors then in office, and any directors so chosen
shall hold office for the remainder of the full term of the class of
director in which the vacancy occurred or in which the new directorship
was created. No decrease in the number of directors shall shorten the
term of any incumbent director.
Section 4. Annual Meeting of the Board. After each annual meeting
of shareholders, the directors shall meet forthwith for the transaction of
business. No prior notice of such meeting shall be required.
Section 5. Regular Meetings. Regular meetings of the Board shall be
held, without notice, at the office of the Corporation at 200 East
Randolph Drive, Chicago, Illinois, at such times as may be fixed from time
to time by resolution of the Board.
Section 6. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board, or in his or her
absence by a Vice Chairman or the President of the Corporation, or in the
absence of all of them by any director, upon at least twenty-four (24)
hours prior notice to each director, either personally or by mail or
telegram. Special meetings shall be called by the Chairman of the Board,
or the Corporate Secretary, in like manner and on like notice on the
written request of four directors.
Section 7. Adjournments. If less than a quorum is present at any
meeting, those directors present may adjourn from time to time until a
quorum shall be present.
Section 8. Quorum. A majority of the actual number of directors
elected and qualified from time to time, and for the time being in office,
shall be necessary to constitute a quorum for the transaction of any
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business, and the act of a majority of the directors present at a meeting
at which a quorum is present, shall be the act of the Board of Directors,
unless the act of a greater number is required by statute, the Articles of
Incorporation or these By-Laws.
Section 9. Chairman. At all meetings of the Board, the Chairman of
the Board, or in his or her absence a Vice Chairman or the President of
the Corporation, or in the absence of all of them a chairman pro tem
chosen by the directors present, shall preside.
Section 10. Place of Meeting. The Board of Directors may, at their
option, hold any special meeting at any place, either within or outside
the State of Indiana.
Article III
Committees
Section 1. Designation of Committees. The Board may from time to
time, by resolution adopted by a majority of the directors then in office,
(i) designate any three (3) or more of its members to constitute an
Executive Committee and specify the number of directors which shall
constitute a quorum for the transaction of any business, (ii) designate
any one (1) or more of its members to constitute any other Committee, and
(iii) designate or change the functions and authority of, fill any
vacancies on, change the members on, or terminate the existence of any
such Committee.
Section 2. Executive Committee. During the intervals between
meetings of the Board, and subject to such limitations as may be required
by resolution of the Board, the Articles of Incorporation, these By-Laws
or applicable law, the Executive Committee shall have and may exercise all
of the authority of the Board.
Article IV
Officers
Section 1. Titles, Election, Appointment and Tenure. The Board of
Directors shall elect a Chairman of the Board, a Corporate Secretary, a
Treasurer, and a Controller and may elect such other officers with such
titles as the resolutions of the Board electing them shall designate. The
Chairman of the Board is authorized to appoint officers of the Corporation
to offices other than Vice Chairman, President and those offices specified
above. Each officer shall hold office until his or her resignation,
removal, death, retirement or termination of employment with the
Corporation. The Board of Directors, (or, for officers appointed by the
Chairman, the Chairman) may remove any officer, either with or without
cause, at any time.
Section 2. Powers. All officers of the Corporation shall have such
authority and perform such duties in the management and operation of the
Corporation as shall be prescribed in these By-Laws, the resolutions of
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the Board of Directors electing them or the documents appointing them, and
shall have such additional authority and duties as are incident to their
offices except to the extent that such resolutions or documents of
appointment may be inconsistent therewith.
Section 3. Chairman of the Board. The Chairman of the Board shall
be a member of the Board of Directors, shall be the Chief Executive
Officer of the Corporation and shall preside at all meetings of the
shareholders and of the directors. Subject to the direction of the Board,
he or she shall have and exercise general charge and supervision over the
business and affairs of the Corporation.
Section 4. Corporate Secretary and Assistant Corporate Secretaries.
The Corporate Secretary shall attend all meetings of the shareholders and
the Board of Directors and shall record and keep minutes thereof in books
provided for the purpose; shall attend to the giving of all required
notices of meetings of the directors and shareholders; shall have the care
and custody of the corporate seal, minute books, and other books,
documents and records pertaining to the Corporate Secretary's office and
may authenticate records of the Corporation; shall sign, with the proper
officers such contracts and other documents as may require the Corporate
Secretary's signature and shall, in proper cases, affix the corporate seal
thereto; shall, from time to time, render to the Board of Directors and
the Chairman of the Board such statements and reports pertaining to the
Corporate Secretary's office and duties as they may require; and shall
perform such other duties as may be assigned to him or her by the Board or
the Chairman of the Board. An Assistant Corporate Secretary may perform
any duties of the Corporate Secretary in the absence of the Corporate
Secretary, or whenever requested by the Corporate Secretary, and shall
perform such other duties as may be assigned to him or her by the Board or
the Chairman of the Board. In the absence of the Corporate Secretary and
of all Assistant Corporate Secretaries, minutes of any meetings may be
kept by a secretary pro tem appointed for that purpose by the presiding
officer.
Section 5. Treasurer and Assistant Treasurers. The Treasurer, under
such general supervision as may be determined by the Chairman of the
Board, shall have custody of and account for all monies, securities,
property and funds of the Corporation which may come into the Treasurer's
possession; shall supervise the handling of cash receipts, disbursements,
and balances, maintain proper relationships with banks and other financial
agencies, and shall render such accounts and statements to the Board of
Directors as they may require; shall deposit all checks, drafts, and funds
of the Corporation in such bank or banks and in such manner as may be
designated by the Board or the Chairman of the Board; shall upon request
exhibit the Treasurer's books and accounts to any director, and to such
other person or persons as the Board or the Chairman of the Board may
direct; shall endorse for collection on behalf of the Corporation checks,
bills, notes and other negotiable instruments and shall sign similar
instruments issued by the Corporation; shall make disbursements of
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corporate funds upon appropriate vouchers audited and approved by the
Controller; may, with the approval of the Board or the Chairman of the
Board, delegate by power of attorney or other suitable method, authority
to other officers, agents or employees of the Corporation to sign or
endorse on behalf of the Corporation bills, notes, checks, vouchers,
orders or other instruments pertaining to monies, funds or property of the
Corporation from time to time in the custody of the Treasurer; and shall
perform generally all duties incident to the office of Treasurer, subject
to the direction of the Board or the Chairman of the Board. An Assistant
Treasurer may perform any duty of the Treasurer in the absence of the
Treasurer, or whenever requested by the Treasurer.
Section 6. Controller and Assistant Controllers. The Controller,
under such general supervision as may be determined by the Chairman of the
Board, shall have general charge and responsibility for the accounting
affairs of the Corporation, the keeping of the corporate, general and cost
accounting books and records of the Corporation, and other documents and
papers necessary to properly reflect the business and corporate
transactions upon the books of the Corporation. An Assistant Controller
may perform any duties of the Controller in the absence of the Controller,
or whenever requested by the Controller.
Article V
Shares
Section 1. Form.
(a) Shares of the Corporation may be issued with or without
certificates, as determined by the Board of Directors from time to time.
All shares of the same class or series shall have the same rights,
preferences, qualifications, limitations and restrictions as other shares
of the same class or series regardless of whether such shares are
represented by certificates.
(b) Certificates for shares of the Corporation shall be in such form
as shall be approved by the Board and shall be signed by the Chairman of
the Board and the Corporate Secretary, whose signatures thereon may
consist of printed facsimiles. Each certificate shall be countersigned by
any authorized transfer agent, and by any authorized registrar, whose
signatures thereon may consist of printed facsimiles. Certificates shall
be numbered consecutively as issued within each class of shares, and the
name of the registered holder, the number of shares, and the date of
issuance shall be entered in the proper books of the Corporation.
Section 2. Transfer and Cancellation of Shares. Shares shall be
transferable at the office of any authorized transfer agent, and on the
books of the Corporation by the record holder thereof in person, or by the
record holder's duly authorized attorney appointed in writing. Except as
herein provided, no certificate for shares shall be issued in lieu of a
former certificate until such former certificate shall have been
surrendered and canceled. A new certificate may be issued in the name of
the appropriate State Officer or Office without surrender of the original
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certificate for shares presumed abandoned under the provisions of
applicable State escheat or abandoned property statutes. With respect to
certificates alleged to have been lost, stolen, or destroyed, a new
certificate may be issued in the name of the record holder (or legal
representative of the record holder) without surrender of the original
certificate, but only upon production of such evidence of the loss, theft,
or destruction of the original certificate, and upon delivery to the
Corporation of a bond of indemnity in such amount and upon such terms as
the Corporation, in its discretion, may require.
Section 3. Regulations. The Board may make such rules and
regulations as it may deem expedient from time to time concerning the
issuance, transfer and registration of certificates for shares of the
Corporation.
Section 4. Fixing Dates of Record. The Board of Directors may, by
resolution, fix, in advance, a date not exceeding seventy (70) days
preceding the date of any meeting of shareholders, or the date for the
payment of any dividend, or the date for the allotment of any rights, or
the date when any change or conversion or exchange of shares shall go into
effect, as a record date for the determination of the shareholders
entitled to notice of, and to vote at, any such meeting, or entitled to
receive payment of any such dividend, or entitled to receive any such
allotment of rights, or to exercise the rights in respect to any such
change, conversion or exchange of shares, and in such case only
shareholders of record on the date so fixed shall be entitled to notice of
and, subject to the provision of Section 8 of Article I hereof, to vote at
any such meeting, or to receive payment of such dividend, or to receive
such allotment of rights or exercise such rights, as the case may be,
notwithstanding any transfer of any shares on the books of the Corporation
after any such record date fixed as aforesaid.
Section 5. Shareholder Addresses. Every shareholder shall furnish
the Corporate Secretary with an address to which notices of meetings of
the shareholders and all other notices may be served or mailed, and in
default thereof notices may be addressed to the shareholder's last known
address.
Article VI
Corporate Seal
The Corporation's corporate seal shall be a circular impression bearing
the words "Amoco Corporation" and the date "1889" around the margin and
the word "Indiana" in the center.
Article VII
Fiscal Year
The fiscal year of the Corporation shall be the calendar year.
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Article VIII
Indemnification of Directors, Officers and Others
To the extent not inconsistent with Indiana law as in effect from time to
time, every person (and the heirs, executors and administrators of such
person) who is or was a director or officer of the Corporation shall in
accordance with the provisions of this Article be indemnified by the
Corporation against any and all liability and reasonable expense that may
be incurred by him or her in connection with or resulting from any claim,
action, suit or proceeding; provided that such director or officer is
wholly successful with respect thereto or acted in good faith, in what he
or she reasonably believed to be either in the best interests of the
Corporation or, for matters outside the person's official capacity, not
opposed to the Corporation's best interests; and, in addition, with
respect to any criminal action or proceeding, had reasonable cause to
believe that his or her conduct was lawful or had no reasonable cause to
believe that his or her conduct was unlawful. "Claim, action, suit or
proceeding" shall include any claim, action, suit or proceeding (whether
brought by or in the right of the Corporation or any other corporation or
otherwise), civil, criminal, administrative or investigative, or threat
thereof, in which a director or officer of the Corporation (or his or her
heirs, executors or administrators) may become involved, as a party or
otherwise:
(a) by reason of such person being or having been a director or
officer of the Corporation, or of any subsidiary corporation of the
Corporation, or of any other corporation which he or she served as
such at the request of the Corporation and of which the Corporation
directly or indirectly is a shareholder or creditor, or in which, or
in the stocks, bonds, securities or other obligations of which, it
is in any way interested, or
(b) by reason of such person acting or having acted in any capacity
in a corporation, partnership, association, trust, foundation, not-
for-profit corporation or other organization or entity where he or
she served as such at the request of the Corporation, or
(c) by reason of any action taken or not taken by such person in any
such capacity, whether or not he or she continues in such capacity
at the time such liability or expense shall have been incurred.
The terms "liability" and "expense" shall include, but shall not be
limited to, counsel fees and disbursements and amounts of judgments, fines
or penalties against, and amounts paid in settlement by or on behalf of, a
director or officer, but shall not in any event include any liability or
expenses on account of profits realized by him or her in the purchase or
sale of securities of the Corporation. The termination of any claim,
action, suit or proceeding, by judgment, settlement (whether with or
without court approval) or conviction or upon a plea of guilty or of nolo
contendere, or its equivalent, shall not create a presumption that a
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director or officer did not meet the standards of conduct set forth in
this Article. The determination of whether indemnification is permissible
hereunder, and any reimbursement of expenses in advance of final
disposition of a proceeding, shall be made in accordance with the
procedures set forth in the Indiana Business Corporation Law at the time
in effect.
The rights of indemnification provided in this Article shall be in
addition to any rights to which any such director or officer may otherwise
be entitled by contract or as a matter of law. Persons who are not
directors or officers of the Corporation but are employees of the
Corporation or any subsidiary or are directors or officers of any
subsidiary may be indemnified to the extent authorized at any time or from
time to time by the Board of Directors.
Irrespective of the provisions of this Article, the Board of Directors
may, at any time or from time to time, approve indemnification of
directors and officers or other persons to the full extent permitted by
the provisions of the Indiana Business Corporation Law at the time in
effect, whether on account of past or future transactions.
To the extent not inconsistent with Indiana law as in effect from time to
time, the Board of Directors may, at any time or from time to time,
approve the purchase and maintenance of insurance on behalf of any such
director, officer or other person against any liability asserted against
him or her in his or her capacity or arising out of his or her status as a
director, officer, employee or agent of the Corporation or any
corporation, partnership, association, trust, foundation, not-for-profit
corporation or other organization or entity which he or she served as such
at the request of the Corporation, whether or not the Corporation would
have the power to indemnify him or her under the provisions of this
Article.
Article IX
Emergency By-Laws
Section 1. Applicability. This Article shall apply only during an
emergency which is defined for purposes hereof as any period of time
during which an extraordinary event prevents a quorum of the Board of
Directors from assembling in time to deal with the business for which the
meeting has been or is to be called.
Section 2. Emergency Meeting. After the extraordinary event giving
rise to the emergency has occurred, any director may call an emergency
meeting by giving at least twenty four (24) hours advance notice thereof
in whatever manner is reasonably calculated to give actual notice to those
directors whom it is practicable to reach.
Section 3. Substitute Directors. A majority of directors present at
such emergency meeting may appoint substitute directors (i) from a list of
Emergency Directors approved in advance of the emergency by a majority of
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the directors then in office, and (ii) from among any of the following
officers of the Corporation: Senior Vice President, Vice President,
Treasurer and Controller. Each substitute director so appointed shall be
treated for all purposes as a director, and such appointment shall expire
upon cessation of the emergency giving rise to such appointment.
Section 4. Extreme Emergency. If the emergency is of such a nature
that none of the directors is available or able to call a meeting in
accordance with Section 2 above, then (i) all of the Emergency Directors
on the list established in accordance with Section 3 above shall be
automatically deemed to be substitute directors, (ii) any of the Emergency
Directors may call an emergency meeting in accordance with the procedure
set forth in Section 2 above, (iii) any three (3) of the Emergency
Directors shall constitute a quorum at such meeting, and (iv) a majority
of the Emergency Directors at such meeting may appoint additional
substitute directors from among the officers and employees of the
Corporation and its subsidiaries.
Section 5. Power/Substitute Officers. Each substitute director
appointed under this Article shall be treated for all purposes as a
regular director, and the Board of Directors constituted under this
Article shall have all of the powers of the regular Board. The Board of
Directors constituted hereunder may appoint substitute officers to have
the powers and to carry out the duties of any officers of the Corporation
who are unavailable because of the emergency.
Section 6. Term. The term of any substitute director or any
substitute officer appointed under this Article shall expire automatically
upon the cessation of the emergency giving rise to the appointment.
Article X
Amendments to By-Laws
These By-Laws, or any of them, may be altered, amended or repealed by
resolution of the Board of Directors adopted by affirmative vote of a
majority of the directors then in office.
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