USX CORPORATION
BY-LAWS
MAY 1, 1999
BY-LAWS
of
USX CORPORATION
May 1, 1999
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.
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 record 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 45 days nor more than 75 days prior to the first
anniversary of the date on which the Corporation first mailed its proxy
materials for the preceding year's annual meeting of stockholders; provided,
however, that if the date of the annual meeting is advanced more than 30 days
prior to or delayed by more than 30 days after the anniversary of the preceding
year's annual meeting, notice by the stockholder to be timely must be so
delivered not later than the close of business on the later of (i) the 90th day
prior to such annual meeting or (ii) the 10th day following the day on which
public announcement of the date of such meeting is first made. 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 shares 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 so determine, he shall so declare to the meeting and
the defective nomination shall be disregarded.
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
of record. 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 45 days nor more than 75 days prior to
the first anniversary of the date on which the Corporation first mailed its
proxy materials for the preceding year's annual meeting of stockholders;
provided, however, that if the date of the annual meeting is advanced more than
30 days prior to or delayed by more than 30 days after the anniversary of the
preceding year's annual meeting, notice by the stockholder to be timely must be
so delivered not later than the close of business on the later of (i) the 90th
day prior to such annual meeting or (ii) the 10th day following the day on which
public announcement of the date of such meeting is first made. A stockholder's
notice to the Secretary shall set forth as to each matter the stockholder
proposes to bring before the annual meeting (a) a brief description of the
business desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (b) the name and address, as
they appear on the Corporation's books, of the stockholder proposing such
business, (c) the 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.
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 this 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 to 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 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, any 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
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.
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 business may be transacted.
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.
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.
Section 3. Powers and Duties of the Vice Chairmen of the Vice Chairmen 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 Presidents, 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 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 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 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, 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.
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
any 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.
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 nonprofit 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 nonprofit 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 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.