Exhibit 3(b)
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BY-LAWS
AMENDED JANUARY 27, 1998
AMOCO CORPORATION
AMOCO CORPORATION
INDEX TO BY-LAWS
Description Page
Article 1 - 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 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 2
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 3
Section 4. Corporate Secretary and Assistant Corporate
Secretaries 3
Section 5. Controller and Assistant Controllers 4
Article V - Shares
Section 1. Form 4
Section 2. Transfer and Cancellation of Shares 4
Section 3. Regulations 4
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 5
Description Page
Article IX - Emergency By-Laws
Section 1. Applicability 6
Section 2. Emergency Meeting 6
Section 3. Substitute Directors 6
Section 4. Extreme Emergency 6
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.
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 Corporate
Secretary shall act as Secretary of all meetings of shareholders
or, if absent, the Chairman of the meeting may appoint a
Secretary. 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
shall declare any shareholder proposal to be out of order if
notice of such proposal was not properly given. Notice shall be
properly given only if it is received by the Corporate Secretary
not less than 90 days or more than 120 days prior to the
anniversary of the preceding year's annual meeting and contains
(a) a brief description of the business desired to be brought
before the meeting, (b) the name and address of the shareholder
proposing such business, and if such shareholder is not a holder
on the Corporation's stock records, evidence demonstrating
beneficial ownership of shares, (c) the total number of shares
beneficially owned by the shareholder, and (d) disclosure of any
interest of the shareholder in, or benefit from such business,
which interest or benefit is not shared with other shareholders
at large.
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.
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 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, and a Controller and may elect such other
officers with such titles as the resolution 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 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. 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 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
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 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.
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 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 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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