1
BY-LAWS
of
USX CORPORATION
July 30, 1996
ARTICLE I.
Stockholders.
Section 1. Time and Place of Meetings of Stockholders. Unless the time
and place of the annual meeting of stockholders for the purpose of electing
directors and transacting such other business as may be brought before the
meeting are changed by the Board of Directors, as may be done from time to time,
provided that all legal requirements for such change and notice to stockholders
are observed, such annual meeting of stockholders of the Corporation shall be
held at 1013 Centre Road, City of Wilmington, County of New Castle, and State of
Delaware at 2 o'clock, p.m., on the last Tuesday in April in each year, if not a
legal holiday, and if a legal holiday, then on the next succeeding Tuesday which
is not a legal holiday.
Special meetings of the stockholders may be called by the Board of
Directors to be held at such time and place and for such purpose or purposes as
are specified in such call.
Neither the annual meeting nor any special meeting of stockholders need be
held within the State of Delaware.
Any action required to be taken at any annual or special meeting of the
stockholders of the Corporation, or any action which may be taken at any annual
or special meeting of the stockholders or otherwise, may not be taken without a
meeting, prior notice and a vote, and stockholders may not act by written
consent.
Section 2. Notice of Meetings of Stockholders. It shall be the duty of
the Secretary to cause notice of each annual or special meeting to be mailed to
all stockholders of record as of the record date as fixed by the Board of
Directors for the determination of stockholders entitled to vote at such
meeting. Such notice shall indicate briefly the action to be taken at such
meeting and shall be mailed to the stockholders at the addresses of such
stockholders as shown on the books of the Corporation at least 10 days but not
more than 60 days preceding the meeting.
2 (Article I)
Section 3. Nomination of Directors. Only persons who are nominated in
accordance with the following procedures shall be eligible for election as
directors. Nomination for election to the Board of Directors of the Corporation
at a meeting of stockholders may be made by the Board of Directors or by any
stockholder of the Corporation entitled to vote generally for the election of
directors at such meeting who complies with the notice procedures set forth in
this Section 3. Such nominations, other than those made by or on behalf of the
Board of Directors, shall be made by notice in writing delivered or mailed by
first class United States mail, postage prepaid, to the Secretary, and received
not less than 60 days nor more than 90 days prior to such meeting; provided,
however, that if less than 70 days' notice or prior public disclosure of the
date of the meeting is given to stockholders, such nomination shall have been
mailed or delivered to the Secretary not later than the close of business on the
10th day following the day on which the notice of the meeting was mailed or such
public disclosure was made, whichever occurs first. Such notice shall set forth
(a) as to each proposed nominee (i) the name, age, business address and, if
known, residence address of each such nominee, (ii) the principal occupation or
employment of each such nominee, (iii) the number of shares of each class of the
capital stock of the Corporation which are beneficially owned by each such
nominee, and (iv) any other information concerning the nominee that must be
disclosed as to nominees in proxy solicitations pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended (including such person's written
consent to be named as a nominee and to serve 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 number of share of
each class of the capital stock of the Corporation which are beneficially owned
by such stockholder. The Corporation may require any proposed nominee to
furnish such other information as may reasonably be required by the Corporation
to determine the eligibility of such proposed nominee to serve as a director of
the Corporation.
The chairman of the meeting may, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should be determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.
3 (Article I)
Section 4. Notice of Business at Annual Meetings. At an annual meeting of
the stockholders, only such business shall be conducted as shall have been
properly brought before the meeting. To be properly brought before an annual
meeting, business must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (b)
otherwise properly brought before the meeting by or at the direction of the
Board of Directors, or (c) otherwise properly brought before the meeting by a
stockholder. For business to be properly brought before an annual meeting by a
stockholder, if such business relates to the election of directors of the
Corporation, the procedures in Article I, Section 3 must be complied with. If
such business relates to any other matter, the stockholder must have given
timely notice thereof in writing to the Secretary. 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 60 days nor more
than 90 days prior to the meeting; provided, however, that in the event that
less than 70 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 10th day following the
date on which such notice of the date of the meeting was mailed or such public
disclosure was made, whichever occurs first. 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 number
of shares of each class of the capital stock of the Corporation which are
beneficially owned by the stockholder, and (d) any material interest of the
stockholder in such business. Notwithstanding anything in the By-Laws to the
contrary, no business shall be conducted at any annual meeting except in
accordance with the procedures set forth in this Section 4 and in Section 3 of
this Article I and except that any stockholder proposal which complies with Rule
14a-8 of the proxy rules (or any successor provision) promulgated under the
Securities Exchange Act of 1934, as amended, and is to be included in the
Corporation's proxy statement for an annual meeting of stockholders shall be
deemed to comply with the requirements of this Section 4.
4 (Article I)
The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the meeting
in accordance with the provisions of the Section 4, and if he should so
determine, the chairman shall so declare to the meeting that any such business
not properly brought before the meeting shall not be transacted.
Section 5. Quorum. At each meeting of the stockholders the holders of
one-third of the voting power of the outstanding shares of stock entitled to
vote generally at the meeting, present in person or represented by proxy, shall
constitute a quorum, unless the representation of a larger number shall be
required by law, and, in that case, the representation of the number so required
shall constitute a quorum.
Except as otherwise required by law, a majority of the voting power of the
shares of stock entitled to vote generally at a meeting and present in person or
by proxy, whether or not constituting a quorum, may adjourn, from time to time,
without notice other than by announcement at the meeting. At any such adjourned
meeting at which a quorum shall be present, any business may be transacted which
might have been transacted at the meeting as originally notified.
Section 6. Organization. The Chairman of the Board, or in his absence the
Vice Chairman of the Board designated by the Chairman of the Board, or the
President in the order named, shall call meetings of the stockholders to order,
and shall act as chairman of such meeting; provided, however, that the Board of
Directors may appoint any person to act as chairman of any meeting in the
absence of the Chairman of the Board.
The Secretary of the Corporation shall act as secretary at all meetings of
the stockholders; but in the absence of the Secretary at any meeting of the
stockholders the presiding officer may appoint any person at act as secretary of
the meeting.
Section 7. Voting. At each meeting of the stockholders, every stockholder
shall be entitled to vote in person, or by proxy appointed by instrument in
writing, subscribed by such stockholder or by his duly authorized attorney, or,
to the extent
5 (Article I)
permitted by law, appointed by an electronic transmission, and delivered to the
inspectors at the meeting; and he shall have the number of votes for each share
of capital stock standing registered in his name at the date fixed by the Board
of Directors pursuant to Section 4 of Article IV of these By-Laws as may be
determined in accordance with the Corporation's Certificate of Incorporation, or
as may be provided by law. The votes for directors, and, upon demand of any
stockholder, or where required by law, the votes upon any question before the
meeting, shall be by ballot.
At least ten days before each meeting of the stockholders, a full, true and
complete list, in alphabetical order, of all of the stockholders entitled to
vote at such meeting, showing the address of each stockholder, and indicating
the class and number of shares held by each, shall be furnished and held open
for inspection in such manner, as is required by law. Only the persons in whose
names shares of stock stand on the books of the Corporation at the date fixed by
the Board of Directors pursuant to Section 4 of Article IV of these By-Laws, as
evidenced in the manner provided by law, shall be entitled to vote in person or
by proxy on the shares so standing in their names.
Prior to any meeting, but subsequent to the date fixed by the Board of
Directors pursuant to Section 4 of Article IV of these By-Laws, an proxy may
submit his powers of attorney to the Secretary, or to the Treasurer, for
examination. The certificate of the Secretary, or of the Treasurer, as to the
regularity of such powers of attorney, and as to the class and number of shares
held by the persons who severally and respectively executed such powers of
attorney, shall be received as prima facie evidence of the class and number of
shares represented by the holder of such powers of attorney for the purpose of
establishing the presence of a quorum at such meeting and of organizing the
same, and for all other purposes.
Section 8. Inspectors. At each meeting of the stockholders, the polls
shall be opened and closed, the proxies and ballots shall be received and be
taken in charge, and all questions touching the qualification of voters and the
validity of proxies and the acceptance or rejection of votes, shall be decided
by one or more inspectors. Such inspector or inspectors shall be appointed by
the Board of
6 (Article II)
Directors before the meeting. If for any reason any of the inspectors
previously appointed shall fail to attend or refuse or be unable to serve,
inspectors in place of any so failing to attend or refusing or unable to serve,
shall be appointed in like manner.
ARTICLE II.
Board of Directors.
Section 1. Number, Classes and Terms of Office. The business and affairs
of the Corporation shall be managed by or under the direction of the Board of
Directors.
The number of directors shall be fixed from time to time by resolution of
the Board of Directors, but the number thereof shall not be less than three.
The directors of the Corporation shall be divided into three classes: Class
I, Class II and Class III. Each class shall consist, as nearly as may be
possible, of one-third of the whole number of the Board of Directors. In the
election of directors at the 1984 annual meeting of the stockholders, the Class
I directors shall be elected to hold office for a term to expire at the first
annual meeting of the stockholders thereafter; the Class II directors shall be
elected to hold office for a term to expire at the second annual meeting of the
stockholders thereafter; and the Class III directors shall be elected to hold
office for a term to expire at the third annual meeting of the stockholders
thereafter, and in the case of each class, until their respective successors are
duly elected and qualified. At each annual election held after the 1984 annual
meeting of the stockholders, the directors elected to succeed those whose terms
expire shall be identified as being of the same class as the directors they
succeed and shall be elected to hold office for a term to expire at the third
annual meeting of the stockholders after their election, and until their
respective successors are duly elected and qualified. If the number of
directors is changed, any increase or decrease in directors shall be apportioned
among the classes so as to maintain all classes as equal in number as possible,
and any additional director elected to any class shall hold office for a term
which shall coincide with the terms of the other directors in such class and
until his successor is duly elected and qualified.
7 (Article II)
In the case of any increase in the number of directors of the Corporation,
the additional director or directors shall be elected only by the Board of
Directors.
Section 2. Vacancies. Except as otherwise provided by law, in the case of
any vacancy in the Board of Directors through death, resignation,
disqualification or other cause, a successor to hold office for the unexpired
portion of the term of the director whose place shall be vacant, and until the
election of his successor, shall be elected only by a majority of the Board of
Directors then in office, though less than a quorum.
Section 3. Removal. Directors of the Corporation may be removed only for
cause.
Section 4. Place of Meetings, etc. The Board of Directors may hold its
meetings, and may have an office and keep the books of the Corporation (except
as otherwise may be provided for by law) in such place or places in the State of
Delaware or outside of the State of Delaware, as the Board from time to time may
determine.
Section 5. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such times as may be fixed by resolution of the Board of
Directors. The Secretary shall give notice, as provided for special meetings,
for each regular meeting.
Section 6. Special Meetings. Special meetings of the Board of Directors
shall be held whenever called by direction of the Chairman or a Vice Chairman of
the Board, or the President, or a majority of the directors then in office.
The Secretary shall give notice of each special meeting by mailing the same
at least two days before the meeting, or by telegraphing or telexing or by
facsimile transmission of the same at least one day before the meeting, to each
director; but such notice may be waived by any director. Unless otherwise
indicated in the notice thereof, any and all business may be transacted at a
special meeting. At any meeting at which every director shall be present, even
though without any notice, any notice, any business may be transacted.
8 (Article II)
Section 7. Quorum. A majority of the total number of directors shall
constitute a quorum for the transaction of business; but if at any meeting of
the Board there be less than a quorum present, a majority of those present may
adjourn the meeting from time to time.
At any meeting of the Board of Directors all matters shall be decided by
the affirmative vote of a majority of directors then present, provided, that the
affirmative vote of at least one-third of all the directors then in office shall
be necessary for the passage of any resolution.
Section 8. Order of Business. At meetings of the Board of Directors
business shall be transacted in such order as, from time to time, the Board may
determine by resolution.
At all meetings of the Board of Directors, the Chairman of the Board, or in
his absence the Vice Chairman of the Board designated by the Chairman of the
Board, or the President, in the order named, shall preside.
Section 9. Compensation of Directors. Each director of the Corporation
who is not a salaried officer or employee of the Corporation, or of a subsidiary
of the Corporation, shall receive such allowances for serving as a director and
such fees for attendance at meetings of the Board of Directors or any committee
appointed by the Board as the Board may from time to time determine.
Section 10. Election of Officers. At the first regular meeting of the
Board of Directors in each year (at which a quorum shall be present) held next
after the annual meeting, the Board of Directors shall proceed to the election
of the principal officers of the Corporation to be elected by the Board of
Directors under the provisions of Article III of these By-Laws.
9 (Article III)
ARTICLE III.
Officers.
Section 1. Officers. The principal officers of the Corporation shall be a
Chairman of the Board of Directors, one or more Vice Chairmen of the Board of
Directors, a President, one or more Executive-Directors, one or more Executive
Vice Presidents, one or more Group Presidents, a Senior Vice President-Finance,
a General Counsel, a Treasurer, a Secretary and a Comptroller, none of whom need
be directors. All such principal officers shall be elected by the Board of
Directors. Each principal officer who shall be a member of the Board of
Directors shall be considered an Officer-Director.
The Board of Directors or any committee or officer designated by it may
appoint such other officers as it or he shall deem necessary, who shall have
such authority and shall perform such duties as from time to time may be
assigned to them by or with the authority of the Board of Directors.
One person may hold two or more offices.
In its discretion, the Board of Directors may leave unfilled any office.
All officers, agents and employees shall be subject to removal at any time
by the Board of Directors. All officers, agents and employees, other than
officers elected by the Board of Directors, shall hold office at the discretion
of the committee or of the officer appointing them.
Each of the salaried officers of the Corporation shall devote his entire
time, skill and energy to the business of the Corporation, unless the contrary
is expressly consented to by the Board of Directors.
Section 2. Powers and Duties of the Chairman of the Board. The Chairman
of the Board of Directors shall be the chief executive officer of the
Corporation and, subject to the Board of Directors, shall be in general charge
of the affairs of the Corporation. He shall preside at all meetings of the
stockholders and of the Board of Directors.
10 (Article III)
Section 3. Powers and Duties of the Vice Chairman of the Board, the
President and the Executive-Directors. Subject to the Chairman of the Board of
Directors and the Board itself, the Vice Chairmen of the Board, the President
and the Executive-Directors shall have such duties as may be assigned to them by
the Chairman of the Board of Directors or the Board itself.
Section 4. Executive Vice President, Group Presidents and Senior Vice
President-Finance. Each Executive Vice President, each Group President and the
Senior Vice President-Finance shall have such authority, and shall perform such
duties, as may be assigned to him.
Section 5. The General Counsel. The General Counsel shall be the chief
consulting officer of the Corporation in all legal matters, and, subject to the
Chairman of the Board of Directors and the Board itself, shall have general
control of all matters of legal import concerning the Corporation.
Section 6. Powers and Duties of Treasurer. Subject to the officer
designated by the Board of Directors, the Treasurer shall have custody of all
the funds and securities of the Corporation which may have come into his hands;
when necessary or proper he shall endorse, or cause to be endorsed, on behalf of
the Corporation, for collection, checks, notes and other obligations, and shall
cause the deposit of same to the credit of the Corporation in such bank or banks
or depositary as the Board of Directors may designate or as the Board of
Directors by resolution may authorize; he shall sign all receipts and vouchers
for payments made to the Corporation other than routine receipts and vouchers,
the signing of which he may delegate; he shall sign all checks made by the
Corporation; provided, however, that the Board of Directors may authorize and
prescribe by resolution the manner in which checks drawn on banks or
depositaries shall be signed, including the use of facsimile signatures, and the
manner in which officers, agents or employees shall be authorized to sign; he
may sign with the President or a vice president all certificates of shares in
the capital stock; whenever required by the Board of Directors, he shall render
a statement of his cash account; he shall enter regularly, in books of the
Corporation
11 (Article III)
to be kept by him for the purpose, full and accurate account of all moneys
received and paid by him on account of the Corporation; he shall, at all
reasonable times, exhibit his books and accounts to any director of the
Corporation upon application at his office during business hours; and he shall
perform all acts incident to the position of treasurer.
He shall give a bond for the faithful discharge of his duties in such sum
as the Board of Directors may require.
Section 7. Powers and Duties of Secretary. The Secretary shall keep the
minutes of all meetings of the Board of Directors, and the minutes of all
meetings of the stockholders, and also (unless otherwise directed by the Board
of Directors) the minutes of all committees, in books provided for that purpose;
he shall attend to the giving and serving of all notices of the Corporation; he
may sign with an Officer-Director or any other duly authorized person, in the
name of the Corporation, all contracts authorized by the Board of Directors, and
affix the seal of the Corporation thereto; he shall have charge of the
certificate books, transfer books and stock ledgers, and such other books and
papers as the Board of Directors may direct, all of which shall, at all
reasonable times, be open to the examination of any director, upon application
at the Secretary's office during business hours; and he shall in general perform
all the duties incident to the office of secretary, subject to the control of
the Chairman of the Board of Directors and the Board itself.
Section 8. Comptroller. Subject to the officer designated by the Board of
Directors, the Comptroller shall be in charge of the accounts of the
Corporation, and shall perform such duties as from time to time may be assigned
to him.
Section 9. Voting upon Stocks. Unless otherwise ordered by the Board of
Directors, any Officer-Director or any person or persons appointed in writing by
any of them, shall have full power and authority in behalf of the Corporation to
attend and to act and to vote at any meetings of stockholders of any corporation
in which the Corporation may hold stock, and at any such meeting shall possess
and may
12 (Article IV)
exercise any and all the rights and powers incident to the ownership of such
stock, and which, as the owner thereof, the Corporation might have possessed and
exercised if present. The Board of Directors, by resolution, from time to time,
may confer like powers upon any other person or persons.
ARTICLE IV.
Capital Stock - Seal.
Section 1. Certificates of Shares. The certificates for shares of each
class of the capital stock of the Corporation shall be in such form, not
inconsistent with the Certificate of Incorporation, as shall be prepared or be
approved by the Board of Directors. No certificate shall be valid unless it is
signed by the Chairman or a Vice Chairman of the Board of Directors or the
President or a vice president, and either the Treasurer or an assistant
treasurer, or the Secretary or an assistant secretary, but where such
certificate is signed by a registrar other than the Corporation or its employee
the signatures of any such officer and, where authorized by resolution of the
Board of Directors, any transfer agent may be facsimiles. In case any officer
or transfer agent of the Corporation who has signed, or whose facsimile
signature has been placed upon, any such certificate shall have ceased to be
such officer or transfer agent of the Corporation before such certificate is
issued, such certificate may be issued by the Corporation with the same effect
as though the person or persons were such officer or transfer agent of the
Corporation at the date of issue.
All certificates for each class of capital stock of the Corporation shall
be consecutively numbered. The name of the person owning the shares represented
thereby, with the class and number of such shares and the date of issue, shall
be entered on the Corporation's books.
All certificates surrendered to the Corporation shall be cancelled, and no
new certificate shall be issued until the former certificate for the same class
and number of shares of the same class shall have been surrendered and
cancelled,
13 (Article IV)
except in accordance with procedures established by the Board of Directors or
where required by law.
Section 2. Transfer of Shares. Shares in the capital stock of the
Corporation shall be transferred only on the books of the Corporation by the
holder thereof in person, or by his attorney, upon surrender and cancellation of
certificates for a like class and number of shares.
Section 3. Regulations. The Board of Directors shall have power and
authority to make all such rules and regulations as respectively they may deem
expedient, concerning the issue, transfer and registration of certificates for
shares of the capital stock of the Corporation.
The Board of Directors may appoint one or more transfer agents or assistant
transfer agents and one or more registrars of transfers, and may require all
stock certificates to bear the signature of a transfer agent or assistant
transfer agent and a registrar of transfers. The Board of Directors may at any
time terminate the appointment of any transfer agent or any assistant transfer
agent or any registrar of transfers.
Section 4. Fixing Date for determination of Stockholders' Rights. The
Board of Directors is authorized from time to time to fix in advance a date, not
exceeding 60 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, 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 of any such change, conversion or
exchange of capital stock, 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 such notice of, and to vote at, such meeting and any adjournment
thereof, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after any such record date
fixed as aforesaid.
14 (Article V)
Section 5. Dividends. The Board of Directors may from time to time
declare such dividends as they shall deem advisable and proper, subject to such
restrictions as may be imposed by law and the Corporation's Certificate of
Incorporation.
Section 6. Facsimile Signatures. In addition to the provisions for the
use of facsimile signatures elsewhere specifically authorized in these By-Laws,
facsimile signatures of any officer or officers of this Corporation may be used
whenever and as authorized by the Board of Directors.
Section 7. Corporate Seal. The Board of Directors shall provide a
suitable seal, containing the name of the Corporation, which seal shall be in
charge of the Secretary. If and when so directed by the Board of Directors,
duplicates of the seal may be kept and be used by the Treasurer or by any
assistant secretary or assistant treasurer.
ARTICLE V.
Indemnification.
Section 1. Right to Indemnification. The Corporation shall indemnify and
hold harmless to the fullest extent permitted by law any person who was or is
made or is threatened to be made a party or is involved in any action, suit, or
proceeding whether civil, criminal, administrative or investigative
("proceeding") by reason of the fact that he, or a person for whom he is the
legal representative, is or was a director, officer, employee or agent of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust, enterprise or non-profit entity, including service with
respect to employee benefit plans, against all expenses, liability, and loss
reasonably incurred or suffered by such person. The Corporation shall indemnify
and person seeking indemnity in connection with a proceeding initiated by such
person only if the proceeding was authorized by the Board of Directors of the
Corporation.
15 (Article VI)
Section 2. Prepayment of Expenses. The Corporation shall pay the expenses
reasonably incurred in defending any such proceeding in advance of its final
disposition provided however the payment of expenses incurred by a director or
officer in his capacity as a director or officer (except with regard to service
to an employee benefit plan or non-profit entity) in advance of the final
disposition of the proceeding shall be made only upon the agreement by the
director or officer to repay all amounts advanced if it should be determined
that the director or officer is not entitled to be indemnified under this
Article or otherwise, and provided, further, that the Corporation shall have no
obligation to pay any expenses in advance pursuant to this Section 2 to any
person who is or was an employee or agent of the Corporation (other than a
director or an officer) or is or was serving at the request of the Corporation
as an employee or agent of another corporation or of a partnership, joint
venture, trust, enterprise or non-profit entity, with respect to any proceeding
by or in the right of the Corporation to procure a judgment in its favor.
Section 3. Claims. If a claim under this Article is not paid in full
within ninety days after a written claim has been received by the Corporation,
the claimant may file suit to recover the unpaid amount of such claim and, if
successful in whole or in part, shall be entitled to be paid in addition the
expense of prosecuting such claim. In any such action the Corporation shall
have the burden of proving that the claimant was not eligible for
indemnification under applicable law.
Section 4. Non-Exclusivity of Rights. The rights conferred on any person
by this Article shall not be exclusive of any other right which such person may
have or hereafter acquire under any statute, provision of the Certificate of
Incorporation, By-Law, agreement, vote of stockholders or disinterested
directors or otherwise.
ARTICLE VI.
Amendments.
Section 1. The Board of Directors shall have power to adopt, amend and
repeal the By-Laws at any regular or special meeting of the Board, provided that
notice of intention to adopt, amend or repeal the By-Laws in whole or in part
shall have been
16 (Article VI)
included in the notice of meeting; or, without any such notice, by a vote of
two-thirds of the directors then in office.
Stockholders may adopt, amend and repeal the By-Laws at any regular or
special meeting of the stockholders by an affirmative vote of holders of
outstanding shares of the capital stock of the Corporation having two-thirds of
the votes entitled to be cast thereon, provided that notice of intention to
adopt, amend or repeal the By-Laws in whole or in part shall have been included
in the notice of the meeting.