Exhibit 3(b)
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By-Laws
Amended December 19, 1995
Amoco Corporation
Amoco Corporation
Index to By-Laws
Description
Page
Article I - Shareholders 1
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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 1
Section 9. List of Shareholders 2
Article II - Directors
Section 1. Number 2
Section 2. Term of Office 2
Section 3. Vacancies 2
Section 4. Annual Meeting of Board 2
Section 5. Regular Meetings 2
Section 6. Special Meetings 3
Section 7. Adjournments 3
Section 8. Quorum 3
Section 9. Chairman 3
Section 10. Place of Meeting 3
Article III - Committees
Section 1. Designation of Committees 3
Section 2. Executive Committee 3
Article IV - Officers
Section 1. Titles, Election, Appointment and
Tenure 3
Section 2. Powers 3
Section 3. Chairman of the Board 4
Section 4. Corporate Secretary and Assistant
Corporate Secretaries 4
Section 5. Controller and Assistant Controllers 4
Article V - Shares
Section 1. Form 4
Section 2. Transfer and Cancellation of Shares 5
Section 3. Regulations 5
Section 4. Fixing Dates of Record 5
Section 5. Shareholder Addresses 5
Article VI - Corporate Seal 5
Article VII - Fiscal Year 5
Article VIII - Indemnification of Directors, Officers and Others 6
Article IX - Emergency By-Laws
Section 1. Applicability 7
Section 2. Emergency Meeting 7
Section 3. Substitute Directors 7
Section 4. Extreme Emergency 7
Section 5. Power/Substitute Officers 7
Section 6. Term 7
Article X - Amendments to By-Laws 7
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.
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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 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 sixty
(60) 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'
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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.
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.
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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 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.
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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, 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.
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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 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.
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Section 5. 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.
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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.
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:
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(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 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.
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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 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.
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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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