EXHIBIT 3(b)
BY-LAWS
of
WALGREEN CO.
ARTICLE I
OFFICES
SECTION 1. Principal Offices. The principal office of the
corporation shall be located in the State of Illinois and the
corporation may have such other offices, either within or without
the State of Illinois, as the business of the corporation may
require from time to time.
SECTION 2. Registered Office. The registered office of the
corporation required by The Business Corporation Act of the State
of Illinois to be maintained in the State of Illinois may be, but
need not be, identical with the principal office in the State of
Illinois, and the address of the registered office may be changed
from time to time by the Board of Directors.
ARTICLE II
SHAREHOLDERS
SECTION 1. Annual Meeting. (a) The annual meeting of the
shareholders shall be held on the second Wednesday in January in
each year, or such other day in January as the Board of Directors
may designate, at a time set by the Chairman of the Board, for
the purpose of electing directors and for the transaction of such
other business as may properly come before the meeting. If the
day fixed for the annual meeting shall be a legal holiday, such
meeting shall be held on the next succeeding business day. If
the election of directors shall not be held on the day designated
herein for any annual meeting, or at any adjournment thereof, the
Board of Directors shall cause the election to be held at a
meeting of the shareholders as soon thereafter as may be
convenient.
(b) At any annual meeting of the shareholders of the
corporation, only such business shall be conducted as shall have
been brought before the meeting (i) by or at the direction of the
Board of Directors or (ii) by any shareholder of the corporation
who complies with the procedures set forth in this Section 1. For
business to be properly brought before an annual meeting by a
shareholder, the shareholder must have given timely notice
thereof in proper written form to the Secretary of the
corporation. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive
offices of the corporation not less than 30 days nor more than 60
days prior to the meeting; provided, however, that in the event
that less than 40 days' notice or prior public disclosure of the
date of the meeting is given or made to shareholders, notice by
the shareholder to be timely must be received not later than the
close of business on the 10th day following the day on which such
notice of the date of the annual meeting was mailed or such
public disclosure was made. To be in proper written form, a
shareholder's notice to the Secretary shall set forth in writing
as to each matter the shareholder proposes to bring before the
annual meeting (i) 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, (ii) the name and
address, as they appear on the corporation's books, of the
shareholder proposing such business, (iii) the class and number
of shares of the corporation which are beneficially owned by the
shareholder and (iv) any material interest of the shareholder in
such business. Notwithstanding anything in the By-laws to the
contrary, no business shall be conducted at an annual meeting
except in accordance with the procedures set forth in this
Section 1. The Chairman of an annual 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 1, and, if he should so determine, he
shall so declare to the meeting and any such business not
properly brought before the meeting shall not be transacted.
SECTION 2. Special Meeting. Special meetings of the
shareholders may be called by the Chairman of the Board, by the
President, by the Board of Directors or by the holders of not
less than one-fifth of all the outstanding shares of the
corporation.
SECTION 3. Place of Meeting. The Board of Directors may
designate any place, either within or without the State of
Illinois, as the place of meeting for any annual meeting or for
any special meeting called by the Board of Directors. If no
designation is made, or if a special meeting be otherwise called
and the Board of Directors fails to designate the place of such
meeting, the place of such meeting shall be the registered office
of the corporation in the State of Illinois.
SECTION 4. Notice of Meetings. Written or printed notice
stating the place, day and hour of the meeting and, in case of a
special meeting, the purpose or purposes for which the meeting is
called, shall be delivered not less than ten nor more than sixty
days before the date of the meeting or in the case of a merger,
consolidation, share exchange, dissolution or sale, lease or
exchange of assets not less than twenty days nor more than sixty
days before the date of the meeting, either personally or by
mail, by or at the direction of the Chairman of the Board, the
President, or the Secretary, or the officer or persons calling
the meeting to each shareholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, addressed to
the shareholder at his or her address as it appears on the
records of the corporation, with postage thereon prepaid.
SECTION 5. Fixing of Record Date. For the purpose of
determining shareholders entitled to notice of or to vote at any
meeting of shareholders, or shareholders entitled to receive
payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors
of the corporation may fix in advance a date as the record date
for any such determination of shareholders, such date in any case
to be not more than 60 days and, for a meeting of shareholders,
not less than 10 days, or in the case of a merger, consolidation,
share exchange, dissolution or sale, lease or exchange of assets
not less than 20 days, immediately preceding such meeting. If no
record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or
shareholders entitled to receive payment of a dividend, the date
on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date for such
determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has
been made as provided in this Section, such determination shall
apply to any adjournment thereof.
SECTION 6. Voting Lists. The officer or agent having charge of
the transfer books for shares of the corporation shall make,
within twenty days after the record date for a meeting of
shareholders or ten days before such meeting, whichever is
earlier, a complete list of the shareholders entitled to vote at
such meeting, arranged in alphabetical order, with the address of
and the number of shares held by each, which list, for a period
of ten days prior to such meeting, shall be kept on file at the
registered office of the corporation and shall be subject to
inspection by any shareholder and to copying at the shareholder's
expense, at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting. The original share ledger
or transfer book, or a duplicate thereof kept in this State,
shall be prima facie evidence as to who are the shareholders
entitled to examine such list or share ledger or transfer book or
to vote at any meeting of shareholders.
SECTION 7. Quorum. A majority of outstanding shares entitled
to vote on a matter, represented in person or by proxy, shall
constitute a quorum at any meeting of shareholders; provided that
if less than a majority of the outstanding shares are represented
at said meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. In
no event shall a quorum consist of less than one-third of the
outstanding shares entitled to vote.
If a quorum is present, the affirmative vote of the majority of
the shares represented at the meeting and entitled to vote on a
matter shall be the act of the shareholders, unless the vote of a
greater number or voting by classes is required by The Business
Corporation Act or the Articles of Incorporation of the
corporation.
SECTION 8. Proxies. A shareholder may appoint a proxy to vote
or otherwise act for him or her by signing an appointment form
and delivering it to the person so appointed. No shareholder may
name more than three persons as proxies to attend and vote the
shareholder's shares at any such meeting. Such proxy shall be
filed with the Secretary of the corporation before or at the time
of the meeting. No proxy shall be valid after eleven months from
the date of its execution, unless otherwise provided in the
proxy. Every proxy continues in full force and effect until
revoked by the person executing it prior to the vote thereon,
except to the extent such proxy is irrevocable. Such revocation
may be effected by a writing delivered to the corporation stating
that the proxy is revoked, or by a subsequent proxy executed by,
or by attendance at the meeting and voting in person by, the
person executing the proxy. The dates contained on the forms of
proxy presumptively determine the order of execution, regardless
of the postmark dates on the envelopes in which they are mailed.
SECTION 9. Voting of Shares. Subject to the provisions of
Section 11 of this Article, each outstanding share, regardless of
class, shall be entitled to one vote upon each matter submitted
to a vote at a meeting of shareholders.
SECTION 10. Voting of Shares by Certain Holders. Shares of the
corporation held by the corporation in a fiduciary capacity may
be voted and shall be counted in determining the total number of
outstanding shares entitled to vote at a given time.
Shares registered in the name of another corporation, domestic
or foreign, may be voted by any officer, agent, proxy or other
legal representative authorized to vote such shares under the law
of incorporation of such corporation. The corporation may treat
the president or other person holding the position of chief
executive officer of such other corporation as authorized to vote
such shares, together with any other person indicated and any
other holder of an office indicated by the corporate shareholder
to the corporation as a person or an office authorized to vote
such shares as the by-laws of such corporation may prescribe, or,
in the absence of such provision, as the board of directors of
such corporation may determine.
Shares registered in the name of a deceased person, a minor ward
or person under legal disability, may be voted by his or her
administrator, executor, or court appointed guardian, either in
person or by proxy without a transfer of such shares into the
name of such administrator, executor, or court appointed
guardian. Shares registered in the name of a trustee may be
voted by him or her, either in person or by proxy.
Shares registered in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver
may be voted by such receiver without the transfer thereof into
his or her name if authority so to do is contained in an
appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote
such shares until the shares have been transferred into the name
of the pledgee, and thereafter the pledgee shall be entitled to
vote the shares so transferred.
SECTION 11. Cumulative Voting. In all elections for
directors, every shareholder shall have the right to vote, in
person or by proxy, the number of shares owned by such
shareholder, for as many persons as there are directors to be
elected, or to cumulate such votes and give one candidate as many
votes as shall equal the number of directors multiplied by the
number of such shares, or to distribute such cumulative votes in
any proportion among any number of candidates.
SECTION 12. Voting by Ballot. Voting on any question or in any
election may be viva voce unless the presiding officer shall
order that voting be by ballot.
SECTION 13. Adjournments. Any meeting of shareholders may be
adjourned. Notice of the adjourned meeting or of the business to
be transacted there, other than by announcement at the meeting at
which the adjournment is taken, shall not be necessary, unless
otherwise required by law. At an adjourned meeting at which a
quorum is present or represented, any business may be transacted
which could have been transacted at the meeting originally
called.
SECTION 14. Inspectors of Election. The Board of Directors, in
advance of any meeting of shareholders, may appoint one or more
persons as inspectors to act at such meeting or any adjournment
thereof. If inspectors of election are not so appointed, the
person acting as chairman at any such meeting may, and on the
request of any shareholder shall, make such appointment.
The inspectors shall ascertain and report the number of shares
represented at the meeting, based upon their determination of the
validity and effect of proxies; count all votes and report the
results; and do such other acts as are proper to conduct the
election and voting with impartiality and fairness to all the
shareholders.
Each report of an inspector shall be in writing and signed by
him or her or by a majority of them if there is more than one
inspector acting at such meeting. If there is more than one
inspector, the report of a majority shall be the report of the
inspectors. The report of the inspector or inspectors on the
number of shares represented at the meeting and the results of
the voting shall be prima facie evidence thereof.
SECTION 15. Notice of Shareholder Nominees. Only persons who
are nominated in accordance with the procedures set forth in this
Section 15 shall be eligible for election at a meeting of
shareholders as directors of the corporation. Nominations of
persons for election to the Board of Directors of the corporation
may be made at a meeting of shareholders (a) by or at the
direction of the Board of Directors or (b) by any shareholder of
the corporation who is a shareholder of record at the time of
giving of notice provided for in this Section, who shall be
entitled to vote for the election of directors at the meeting and
who complies with the procedures set forth in this Section 15.
Such nominations, other than those made by or at the direction of
the Board of Directors, shall be made pursuant to timely notice
in writing to the Secretary of the corporation. To be timely, a
shareholder's notice shall be delivered to or mailed and received
at the principal executive offices of the corporation not less
than 30 days nor more than 60 days prior to the meeting;
provided, however, that in the event that less than 40 days'
notice or prior public disclosure of the date of the meeting is
given or made to shareholders, notice by the shareholder to be
timely must be so received not later than the close of business
on the 10th day following the day on which such notice of the
date of the meeting was mailed or such public disclosure was
made. Such shareholder's notice shall set forth (a) as to each
person whom the shareholder proposes to nominate for election or
re-election as a director, all information relating to such
person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A promulgated under the
Securities Exchange Act of 1934, as amended (including, without
limitation, such person's written consent to being named in the
proxy statement as a nominee and to serving as a director if
elected); and (b) as to the shareholder giving the notice (i) the
name and address, as they appear on the corporation's books, of
such shareholder and (ii) the class and number of shares of the
corporation which are beneficially owned by such shareholder. At
the request of the Board of Directors, any person nominated by
the Board of Directors for election as a director shall furnish
to the Secretary of the corporation that information required to
be set forth in a shareholder's notice of nomination which
pertains to the nominee. No person shall be eligible to serve as
a Director of the corporation unless nominated in accordance with
the procedures set forth in this by-law. The Chairman of the
meeting shall, if the facts warrant, determine and declare to the
meeting that a nomination was not made in accordance with the
procedures prescribed by the Bylaws, and if he should so
determine, he shall so declare to the meeting and the defective
nomination shall be disregarded. Notwithstanding the foregoing
provisions of this Section 15, a shareholder shall also comply
with all applicable requirements of the Securities Exchange Act
of 1934, as amended, and the rules and regulations thereunder
with respect to the matters set forth in this Section.
SECTION 16. Action by Written Consent. (a) In order that the
corporation may determine the shareholders entitled to consent to
corporate action in writing without a meeting, the Board of
Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which date shall not be
more than 10 days after the date upon which the resolution fixing
the record date is adopted by the Board of Directors. Any
shareholder of record seeking to have the shareholders authorize
or take corporate action by written consent shall, by written
notice to the Secretary, request the Board of Directors to fix a
record date. The Board of Directors shall promptly, but in all
events within 10 days after the date on which such a request is
received, adopt a resolution fixing the record date. If no
record date has been fixed by the Board of Directors within 10
days of the date on which such a request is received, the record
date for determining shareholders entitled to consent to
corporate action in writing without a meeting, when no prior
action by the Board of Directors is required by applicable law,
shall be the first date on which a signed written consent setting
forth the action taken or proposed to be taken is delivered to
the corporation by delivery to its principal place of business or
to any officer or agent of the corporation having custody of the
book in which proceedings of meetings of shareholders are
recorded. If no record date has been fixed by the Board of
Directors and prior action by the Board of Directors is required
by applicable law, the record date for determining shareholders
entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the date on which
the Board of Directors adopts the resolution taking such prior
action.
(b) Every written consent shall bear the date of signature of
each shareholder who signs the consent and no written consent
shall be effective to take the corporate action referred to
therein unless, within 60 days of the record date established in
accordance with paragraph (a) of this Section 16, a written
consent or consents signed by a sufficient number of holders to
take such action are delivered to the corporation in the manner
prescribed in paragraph (a) of this Section.
(c) In the event of the delivery, in the manner provided by this
Section, to the corporation of the requisite written consent or
consents to take corporate action and/or any related revocation
or revocations, the corporation shall engage nationally
recognized independent inspectors of elections for the purpose of
promptly performing a ministerial review of the validity of the
consents and revocations. For the purpose of permitting a prompt
ministerial review by the independent inspectors, no action by
written consent without a meeting shall be effective until the
earlier of (i) five business days following delivery to the
corporation of consents signed by the holders of the requisite
minimum number of votes that would be necessary to take such
action, which delivery shall be accompanied by a certification by
the shareholder of record (or his or her designee) who delivered,
in accordance with paragraph (a) above, the written notice to the
Secretary requesting the Board of Directors to fix a record date
or (ii) such date as the independent inspectors certify to the
corporation that the consents delivered to the corporation in
accordance with this Article represent at least the minimum
number of votes that would be necessary to take the corporate
action. Nothing contained in this paragraph shall in any way be
construed to suggest or imply that the Board of Directors or any
shareholder shall not be entitled to contest the validity of any
consent or revocation thereof, whether during or after such five
business day period, or to take any other action (including,
without limitation, the commencement, prosecution or defense of
any litigation with respect thereto).
ARTICLE III
DIRECTORS
SECTION 1. General Powers. The business and affairs of the
corporation shall be managed by or under the direction of its
Board of Directors.
SECTION 2. Number, Tenure and Qualifications. The number of
directors of the corporation shall be not less than seven nor
more than twelve. Within the limits above specified, the number
of directors shall be determined from time to time by resolution
of the Board of Directors or by resolution of the shareholders.
Each director shall hold office until the next annual meeting of
shareholders or until his or her successor shall have been
elected. Directors need not be residents of Illinois or
shareholders of the corporation. It shall be the policy of the
corporation not to nominate as a director any person who has
reached his or her seventieth birthday.
A director may resign at any time by giving written notice to
the Board of Directors, its Chairman or to the President or
Secretary of the corporation. A resignation shall be effective
when the notice is given, unless the notice specifies a future
date.
SECTION 3. Regular Meetings. A regular annual meeting of the
Board of Directors shall be held without other notice than this
by-law, immediately after, and at the same place as, the annual
meeting of shareholders. The Board of Directors may provide, by
resolution, the time and place, either within or without the
State of Illinois, for the holding of additional regular meetings
without other notice than such resolution; but if not so provided
then such additional regular meetings may be convened in the same
manner as provided in Section 4 of this Article in respect of
special meetings.
SECTION 4. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the Chairman of
the Board or any two directors. The person or persons authorized
to call special meetings of the Board of Directors may fix any
place, either within or without the State of Illinois, as the
place for holding any special meeting of the Board of Directors
called by them.
SECTION 5. Notice. Notice of any special meeting shall be
given at least one day prior thereto if notice is given
personally, at least two days prior thereto if notice is given by
telegram or by a delivery service assuring delivery within twenty-
four hours, or at least five days prior thereto if notice is
given by mail. If notice is given by telegram, such notice shall
be deemed to be delivered when the telegram, addressed to the
director at his or her business address, is delivered to the
telegraph company. If notice is given by delivery service, such
notice shall be deemed to be delivered when delivered, so
addressed, to the delivery service company. If mailed, such
notice shall be deemed to be delivered when deposited in the
United States mail addressed to the director at his or her
business address, with postage thereon prepaid. Any director may
waive notice of any meeting. The attendance of a director at any
meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose
of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business
to be transacted at, nor the purpose of, any regular or special
meeting of the Board of Directors need be specified in the notice
or waiver of notice of such meetings.
SECTION 6. Quorum. A majority of the Board of Directors then
in office, but in no event less than a majority of the minimum
number of directors specified in Section 2 of this Article shall
constitute a quorum for the transaction of business at any
meeting of the Board of Directors, provided that if less than a
majority of the directors are present at said meeting, a majority
of the directors present may adjourn the meeting from time to
time without further notice.
SECTION 7. Manner of Acting. Except as provided in the
Articles of Incorporation of the corporation, the act of the
majority of the directors present at a meeting at which a quorum
is present shall be the act of the Board of Directors.
SECTION 8. Vacancies. Any vacancy occurring in the Board of
Directors and any directorship to be filled by reason of an
increase in the number of directors may be filled by election at
an annual meeting or at a special meeting of shareholders called
for that purpose.
SECTION 9. Presumption of Assent. A director of the
corporation who is present at a meeting of the Board of Directors
at which action on any corporate matter is taken shall be
conclusively presumed to have assented to the action taken unless
his or her dissent is entered in the minutes of the meeting or
unless such director shall file his or her written dissent to
such action with the person acting as the secretary of the
meeting before the adjournment thereof or shall forward such
dissent by registered or certified mail to the Secretary of the
corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in
favor of such action.
SECTION 10. Informal Action by Directors. Any action required
to be taken at a meeting of the Board of Directors, or any other
action which may be taken at a meeting of the Board of Directors,
may be taken without a meeting if a consent in writing setting
forth the action so taken shall be signed by all the directors
entitled to vote with respect to the subject matter thereof.
SECTION 11. Adjournment. Any meeting of the Board of Directors
may be adjourned. Notice of the adjourned meeting or of the
business to be transacted there, other than by announcement at
the meeting at which the adjournment is taken, shall not be
necessary. At an adjourned meeting at which a quorum is present,
any business may be transacted which could have been transacted
at the meeting originally called.
SECTION 12. Directors Conflict of Interest. If a transaction
is fair to the corporation at the time it is authorized, approved
or ratified, the fact that a director of the corporation is
directly or indirectly a party to the transaction shall not be
grounds for invalidating the transaction.
SECTION 13. Compensation of Directors. By the affirmative vote
of a majority of the directors then in office, and irrespective
of any personal interest of any member of the Board of Directors,
the Board of Directors may establish reasonable compensation of
all directors for services to the corporation as directors,
officers or otherwise. No such establishment of reasonable
compensation shall be deemed a director conflict of interest.
ARTICLE IV
COMMITTEES OF THE BOARD OF DIRECTORS
SECTION 1. Establishment of Committees. A majority of the
directors may create one or more committees and appoint members
of the Board of Directors to serve on the committee or
committees. Each committee shall have two or more members, who
serve at the pleasure of the Board of Directors. The Board of
Directors may designate one or more directors as alternate
members of any committee, who may replace any absent or
disqualified member at any meeting of such committee. Any
vacancy in a committee may be filled by the Board of Directors.
Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors as required.
SECTION 2. Manner of Acting. A majority of any committee shall
constitute a quorum and a majority of a quorum shall be necessary
for action by any committee. A committee may act by unanimous
consent in writing without a meeting. The committee, by majority
vote of its members, shall determine the time and place of
meetings and the notice required therefor.
SECTION 3. Authority of Committees. To the extent specified by
resolution of the Board of Directors and these By-laws, each
committee may exercise the authority of the Board of Directors,
provided, however, a committee may not:
a) authorize distributions;
b) approve or recommend to shareholders any act requiring
the approval of shareholders;
c) fill vacancies on any committee;
d) elect or remove officers or fix the compensation of any
member of the committee;
e) adopt, amend or repeal these By-laws;
f) approve a plan of merger not requiring shareholder
approval;
g) authorize or approve reacquisition of shares, except
according to a general formula or method prescribed by
the Board of Directors;
h) authorize or approve the issuance or sale, or contract
for sale, of shares, or determine the designation and
relative rights, preferences, and limitations of a series
of shares, except that a committee may fix the specific
terms of the issuance or sale or contract for sale, or
the number of shares to be allocated to particular
employees under an employee benefit plan; or
i) amend, alter, repeal, or take action inconsistent with
any resolution or action of the Board of Directors when
the resolution or action of the Board of Directors
provides by its terms that it shall not be amended,
altered or repealed by action of a committee.
SECTION 4. Executive Committee. The Board of Directors may
establish an Executive Committee. The Executive Committee,
during intervals between meetings of the Board of Directors,
shall have, and may exercise, subject to the limitations
contained in Section 3 of this Article, the powers of the Board
of Directors in the management of the business and affairs of the
corporation.
SECTION 5. Compensation Committee. The Board of Directors may
establish a Compensation Committee consisting of directors who
are not otherwise employed by the corporation. The Compensation
Committee shall review, from time to time, the salaries,
compensation and employee benefits of the officers and employees
of the corporation and shall make recommendations to the Board of
Directors concerning such matters.
SECTION 6. Audit Committee. The Board of Directors shall
establish an Audit Committee consisting of directors who are not
otherwise employed by the corporation. The Audit Committee shall
review the selection and qualifications of the independent public
accountants employed by the corporation to audit the financial
statements of the corporation and the scope and adequacy of their
audits. The Audit Committee shall also consider recommendations
made by such independent public accountants, review the internal
financial audits of the corporation, and report any additions or
changes it deems advisable to the Board of Directors.
SECTION 7. Nominating and Governance Committee. The Board of
Directors may establish a Nominating and Governance Committee
consisting of directors who are not otherwise employed by the
corporation. The Nominating and Governance Committee shall
consider matters related to corporate governance, develop general
criteria regarding the selection and qualifications for members
of the Board of Directors and shall recommend candidates for
election to the Board of Directors.
SECTION 8. Finance Committee. The Board of Directors may
establish a Finance Committee. The Finance Committee shall
review major financial decisions of the corporation and shall
make recommendations to the Board of Directors concerning such
matters.
ARTICLE V
OFFICERS
SECTION 1. Number. The officers of the corporation shall be a
Chairman of the Board, a President, and such Executive or Senior
Vice Presidents and other Vice Presidents as the Board of
Directors may from time to time elect or appoint, a Treasurer, a
Controller, a General Auditor and a Secretary, and such Assistant
Treasurers, Assistant Secretaries, Assistant Controllers or other
officers as may be from time to time elected or appointed by the
Board of Directors. Any two or more offices may be held by the
same person.
SECTION 2. Election and Term of Office. The officers of the
corporation shall be elected annually by the Board of Directors
at the first meeting of the Board of Directors held after each
annual meeting of shareholders. If the election of officers
shall not be held at such meeting, such election shall be held as
soon thereafter as may be convenient. Each officer shall hold
office until his or her successor shall have been duly elected
and shall have qualified or until his or her death or until he or
she shall resign or shall have been removed in the manner
hereinafter provided. No officer shall be elected or re-elected
after reaching sixty-five years of age.
SECTION 3. Removal. Any officer or agent of the corporation
may be removed by the Board of Directors whenever in its judgment
the best interests of the corporation will be served thereby, but
such removal shall be without prejudice to the contract rights,
if any, of the person so removed. Election or appointment of an
officer or agent shall not of itself create contract rights.
SECTION 4. Vacancies. A vacancy in any office because of
death, resignation, removal, disqualification or otherwise, may
be filled by the Board of Directors for the unexpired portion of
the term.
SECTION 5. Chief Executive Officer. The Chairman of the Board
may, but need not, be the Chief Executive Officer of the
corporation. The Chief Executive Officer shall determine and
administer the policies of the corporation, subject to the
instructions of the Board of Directors.
Except where, by law, the signature of some other officer or
agent of the corporation is required, the Chief Executive Officer
may sign: certificates for shares of the corporation; any deeds,
mortgages, bonds, leases concerning real and personal property
both as landlord and as tenant; contracts and other instruments
in furtherance of the business of the corporation, including
instruments of guaranty as to any of such documents which may be
executed by subsidiaries of the corporation; proxies on behalf of
the corporation with respect to the voting of any shares of stock
owned by the corporation; and assignments of shares of stock
owned by the corporation. The Chief Executive Officer shall have
the power to appoint such agents and employees as in the Chief
Executive Officer's judgment may be necessary or proper for the
transaction of the business of the corporation and to fix their
compensation, all subject to the ratification of the Board of
Directors.
The Chief Executive Officer shall submit to the Board of
Directors, prior to the date of the annual meeting of
shareholders, an annual report of the operations of the
corporation and its subsidiaries, including a balance sheet
showing the financial condition of the corporation and its
subsidiaries consolidated as at the close of such fiscal year and
statements of consolidated income and surplus. The Chief
Executive Officer shall perform such other duties as may be
prescribed by the Board of Directors from time to time.
SECTION 6. Chairman of the Board. The Chairman of the Board
shall preside at all meetings of the Board of Directors.
SECTION 7. President. The President shall be the Chief
Operating Officer of the corporation and shall in general be in
charge of the operations of the corporation. The President may,
but need not, be the Chief Executive Officer.
Except where, by law, the signature of some other officer or
agent of the corporation is required, the President or a Vice
President may sign: certificates for shares of the corporation;
any deeds, mortgages, bonds, leases concerning real and personal
property both as landlord and as tenant; contracts or other
instruments in furtherance of the business of the corporation,
including instruments of guaranty as to any of such documents
which may be executed by subsidiaries of the corporation; proxies
on behalf of the corporation with respect to the voting of any
shares of stock owned by the corporation; and assignments of
shares of stock owned by the corporation. The President shall
perform such other duties as may be prescribed by the Board of
Directors from time to time.
SECTION 8. The Vice Presidents. In the absence of the President
or in the event of the President's inability or refusal to act, a
Vice President, selected by the Board of Directors, shall perform
the duties of the President, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the
President. Each Vice President may execute documents as provided
in Section 7 of this Article and shall perform such other duties
as from time to time may be assigned to such Vice President by
the Chief Executive Officer, the President or by the Board of
Directors. The Board of Directors may designate one or more of
the Vice Presidents as Executive or Senior Vice President with
such additional duties as from time to time may be assigned by
the Chief Executive Officer, the President or by the Board of
Directors.
SECTION 9. The Treasurer. The Treasurer shall have the custody
of all of the funds and securities of the corporation. When
necessary and proper the Treasurer shall endorse, or authorize on
behalf of the corporation the endorsement of, all checks, notes
or other obligations and evidences of the payment of money,
payable to the corporation or coming into the Treasurer's
possession, and shall deposit the funds arising therefrom with
all other funds of the corporation, coming into the Treasurer's
possession, in such banks as may be selected as the depositories
of the corporation, or properly care for them in such other
manner as the Board of Directors may direct. Either alone or
jointly with the Chief Executive Officer, the President or such
other officers as may be designated by the Board of Directors,
the Treasurer shall, except as herein otherwise provided, be
authorized to sign all checks and other instruments drawn on or
payable out of the funds of the corporation, and all bills, notes
and other evidences of indebtedness of the corporation. Whenever
required by the Board of Directors to do so, the Treasurer shall
exhibit a complete and true statement of the Treasurer's cash
account and of the securities and other property in the
Treasurer's possession, custody or control. The Treasurer shall
enter, or direct or cause to be entered, regularly in books
belonging to the corporation and to be kept by the Treasurer for
such purpose, a full and accurate account of all money received
and paid by the Treasurer on account of the corporation, together
with all other business transactions. The Treasurer shall, at
all reasonable times within the hours of business, exhibit the
Treasurer's books and accounts to any director. The Treasurer
shall perform all duties which are incident to the office of the
Treasurer of a corporation, subject, however, at all times to the
direction and control of the Board of Directors. If the Board of
Directors shall so require, the Treasurer shall give bond, in
such sum and with such securities as the Board of Directors may
direct, for the faithful performance of the Treasurer's duties
and for the safe custody of the funds and property of the
corporation coming into the Treasurer's possession.
SECTION 10. The Secretary. The Secretary shall keep the
minutes of all meetings of the Board of Directors, the minutes of
all meetings of the committees of the Board of Directors, and the
minutes of all meetings of the shareholders, in books provided by
the corporation for such purposes, and shall act as Secretary at
all such meetings. The Secretary shall attend to the giving and
serving of all notices of the corporation of meetings of the
Board of Directors, committees of the Board of Directors and
shareholders. The Secretary shall prepare all lists of
shareholders and their addresses required to be prepared by the
provisions of any present or future statute of the State of
Illinois. The Secretary may sign with the Chief Executive
Officer, the President or a Vice President, in the name of the
corporation, all contracts and instruments and may affix the seal
of the corporation thereto. The Secretary shall have charge of
such books and papers as the Board of Directors may direct. The
Secretary shall have the authority to certify the By-laws,
resolutions of the Board of Directors and the committees thereof,
and other documents of the corporation as true and correct copies
thereof. The Secretary shall, in general, perform all the duties
which are incident to the office of Secretary of a corporation,
subject at all times to the direction and control of the Board of
Directors.
SECTION 11. The Controller. The Controller shall be the
principal accounting officer of the corporation and shall be in
charge of all general and cost accounting books and records of
the corporation, and shall see that all moneys due to the
corporation, all disbursements and all properties and assets are
properly accounted for. The Controller shall prepare the
corporation's balance sheets, income accounts and other financial
statements and reports, and render on a periodic basis a report
covering the operations of the corporation for the month and year
to date. The Controller shall perform all duties which are
incident to the office of the Controller of a corporation,
subject, however, at all times to the control of the Board of
Directors.
SECTION 12. General Auditor. The General Auditor shall be
responsible for the conduct of audits in order to determine that
the corporation's accounting systems of internal checks and
balances are properly designed and function so that the
corporation's assets are being adequately protected. The General
Auditor shall perform audits of any of the corporation's
operations and accounting which will permit him or her to
adequately discharge the General Auditor's responsibilities. The
General Auditor shall render findings to the General Auditor's
immediate superior and, in the event that in the General
Auditor's opinion, proper corrective action is not being taken or
the General Auditor is being denied free access to information
needed to perform the General Auditor's duties, shall have the
right, and it is the General Auditor's responsibility, to report
this to the Chief Executive Officer of the corporation or
directly to the Board of Directors.
SECTION 13. Assistant Treasurers, Assistant Secretaries and
Assistant Controllers. The Assistant Treasurers shall
respectively, if required by the Board of Directors, give bonds
for the faithful discharge of their duties in such sums and with
such sureties as the Board of Directors shall determine. Each
Assistant Treasurer, Assistant Secretary and Assistant
Controller, in the absence or inability or refusal to act of the
Treasurer, the Secretary or the Controller, as the case may be,
may perform the duties of the office to which he or she is an
assistant and in general shall perform such duties as shall be
assigned to him or her by the Treasurer, the Secretary or the
Controller, respectively, or by the Chief Executive Officer, the
President or the Board of Directors.
SECTION 14. Execution of Agreements. The Chief Executive
Officer, the Chairman of the Board or the President or any Vice
President, at any time and without any express authority of the
Board of Directors may sign and execute all agreements to sell,
purchase, lease or otherwise acquire stores or other property of,
in behalf of, and for the corporation. The authority herein
given by this paragraph shall not impair or restrict any
authority, expressed, implied or otherwise, herein conferred upon
any officer or officers.
SECTION 15. Salaries. The salaries of the officers shall be
fixed from time to time by the Board of Directors and no officer
shall be prevented from receiving such salary by reason of the
fact that such officer is also a director of the corporation.
ARTICLE VI
INDEMNIFICATION OF OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS
SECTION 1. Right to Indemnification. Each person who was or is
a party, or is threatened to be made a party to or called as a
witness in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative and any appeal thereof (hereinafter a
"proceeding"), by reason of the fact that he or she is, was or
agreed to become a director or officer, of the corporation or is
or was serving at the request of the corporation as a director,
officer, employee, trustee, fiduciary or agent of another
corporation, partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit
plans, whether the basis of such proceeding is alleged action in
an official capacity as a director, officer, employee, trustee,
fiduciary or agent, shall be indemnified and held harmless by the
corporation to the fullest extent authorized by the Illinois
Business Corporation Act, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the
extent that such amendment permits the corporation to provide
broader indemnification rights than said law permitted the
corporation to provide prior to such amendment), against all
expenses (including attorneys' fees and other expenses of
litigation), judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement actually and reasonably incurred
by such person in connection therewith and such indemnification
shall continue as to a person who has ceased to be a director,
officer, employee, trustee, fiduciary or agent and shall inure to
the benefit of his or her heirs, executors and administrators;
provided, however, that, except as provided in Section 2 hereof,
the corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part
thereof) was authorized by the Board of Directors of the
corporation. The right to indemnification conferred by this
Article shall include the right to be paid by the corporation the
expenses incurred in defending any such proceeding in advance of
its final disposition, including any appeal thereof; provided
however, that, if the Illinois Business Corporation Act requires,
the payment of such expenses incurred by a director or officer in
his or her capacity as a director or officer (and not in any
other capacity in which service was or is rendered by such person
while a director or officer, including, without limitation,
service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to
the corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced unless it
shall ultimately be determined that such director or officer is
entitled to be indemnified under this Article or otherwise. The
corporation may, by action of its Board of Directors, provide (A)
indemnification to employees and agents of the corporation or
others and (b) for such other indemnification of persons
indemnified by this Article as it deems appropriate.
SECTION 2. Right of Claimant to Bring Suit. If a claim under
Section 1 of this Article is not paid in full by the corporation
within thirty days after a written claim has been received by the
corporation, the claimant may at any time thereafter bring suit
against the corporation to recover the unpaid amount of the claim
and, if successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting claim. It
shall be a defense to any such action (other than an action
brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the
corporation) that indemnification of the claimant is prohibited
by applicable law, but the burden of proving such defense shall
be on the corporation. Neither the failure of the corporation
(including its Board of Directors, independent legal counsel, or
its shareholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant
is proper in the circumstances, nor an actual determination by
the corporation (including its Board of Directors, independent
legal counsel, or its shareholders) that indemnification of the
claimant is prohibited by applicable law, shall be a defense to
the action or create a presumption that indemnification of the
claimant is prohibited by applicable law.
SECTION 3. Non-Exclusivity of Rights. The right to
indemnification and the payment of expenses incurred in defending
a proceeding in advance of its final disposition conferred in
this Article shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, provision
of the corporation's Articles of Incorporation, By-laws,
agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in such person's official capacity
and as to action in another capacity while holding such office.
SECTION 4. Insurance. The corporation may purchase and maintain
insurance, at its expense, to protect itself and any person who
is or was a director, officer, employee, fiduciary, trustee 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, partnership joint venture, trust or other
enterprise (including employee benefit plans) against any
liability asserted against such person and incurred by such
person in any such capacity, or arising out of his or her status
as such, whether or not the corporation would have the power to
indemnify such person against such liability under the Illinois
Business Corporation Act.
SECTION 5. Report to Shareholders. The corporation shall report
in writing to shareholders any indemnity or advanced expenses
paid to a director, officer, employee or agent with or before the
notice of the next shareholders meeting.
SECTION 6. Contractual Nature. The provisions of this Article
shall be applicable to all proceedings commenced or continuing
after its adoption, whether such arise out of events, acts or
omissions which occurred prior or subsequent to such adoption,
and shall continue as to a person who has ceased to be a
director, officer or a person serving at the request of the
corporation as a director, trustee, fiduciary, employee, agent or
officer of another corporation, partnership, joint venture, trust
or other enterprise and shall inure to the benefit of the heirs
of such person. This Article shall be deemed to be a contract
between the corporation and each person who, at any time that
this Article is in effect, serves or agrees to serve in any
capacity which entitles him to indemnification hereunder and any
repeal or other modification of this Article or any repeal or
modification of the Illinois Business Corporation Act or any
other applicable law shall not limit any rights of
indemnification for proceedings then existing or later arising
out of events, acts or omissions occurring prior to such repeal
or modification, including, without limitation, the right to
indemnification for proceedings commenced after such repeal or
modification to enforce this Article with regard to proceedings
arising out of acts, omissions or events occurring prior to such
repeal or modification.
SECTION 7. Severability. If any portion of this Article shall
be invalidated or held to be unenforceable on any ground by any
court of competent jurisdiction, the decision of which shall not
have been reversed on appeal, such invalidity or unenforceability
shall not affect the other provisions hereof, and this Article
shall be construed in all respects as if such invalid or
unenforceable provisions had been omitted therefrom.
ARTICLE VII
CONTRACTS, CHECKS AND DEPOSITS
SECTION 1. Contracts. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract
or execute and deliver any instrument in the name of and on
behalf of the corporation, and such authority may be general or
confined to specific instances.
SECTION 2. Checks, Drafts, and Orders for the Payment of Money.
The Board of Directors may appoint one or more persons who may
severally be authorized by the Board of Directors to sign checks,
drafts, or orders for the payment of money and any or all of whom
may be further authorized by the Board of Directors, in its
discretion, to authorize other individuals to sign checks,
drafts, or orders for the payment of money.
SECTION 3. Deposits. The Board of Directors may appoint one or
more persons who may severally be authorized by the Board of
Directors to select and designate as a depository of and for the
moneys and funds of the corporation such bank or banks as such
person may from time to time determine; and the said person or
persons so authorized by the Board of Directors may further be
authorized severally terminate and cancel the designation of any
bank or banks as a depository of this corporation.
ARTICLE VIII
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. Certificates for Shares. The shares of the
corporation may be represented by certificates signed by the
Chairman of the Board or Chief Executive Officer, the President
or a Vice President and the Secretary or an Assistant Secretary
and sealed with the seal of the corporation. Such seal may be a
facsimile. Where such certificate is countersigned by a transfer
agent other than the corporation itself or an employee of the
corporation, or by a transfer clerk and registered by a
registrar, the signatures of the Chairman of the Board or Chief
Executive Officer, the President or Vice President and the
Secretary or Assistant Secretary upon such certificate may be
facsimiles, engraved or printed. In case any officer who has
signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the corporation with
the same effect as if such officer had not ceased to be such at
the date of its issue. All certificates for shares shall be
consecutively numbered or otherwise identified. The name of the
person to whom the shares represented thereby are issued, with
the number of shares and date of issue, shall be entered on the
books of the corporation. All certificates surrendered to the
corporation for transfer shall be canceled and no new certificate
shall be issued until the former certificate for a like number of
shares shall have been surrendered and canceled, except that in
case of a lost, destroyed or mutilated certificate a new one may
be issued therefor upon such terms and indemnity to the
corporation as the Board of Directors may prescribe.
SECTION 2. Transfer of Shares. Transfer of shares of the
corporation shall be made only on the books of the corporation by
the holder of record thereof or by his or her legal
representative, who shall furnish proper evidence of authority to
transfer, or by his or her attorney thereunto authorized by power
of attorney duly executed and filed with the Secretary of the
corporation, and on surrender for cancellation of the certificate
for such shares. The person in whose name shares stand on the
books of the corporation shall be deemed the owner thereof for
all purposes as regards the corporation.
SECTION 3. Transfer Agent and Registrar. The Board of Directors
may from time to time appoint such Transfer Agents and Registrars
in such locations as it shall determine, and may, in its
discretion, appoint a single entity to act in the capacity of
both Transfer Agent and Registrar in any one location.
ARTICLE IX
FISCAL YEAR
The fiscal year of the corporation shall begin on the first day
in September in each year and shall end on the succeeding thirty-
first day of August.
ARTICLE X
DIVIDENDS
The Board of Directors may from time to time declare and the
corporation may pay dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law and its
Articles of Incorporation.
ARTICLE XI
SEAL
The Board of Directors shall provide a corporate seal which
shall be in the form of a circle and shall have inscribed thereon
the name of the corporation and the words "Corporate Seal,
Illinois".
ARTICLE XII
WAIVER OF NOTICE
Whenever any notice whatever is required to be given under the
provisions of these By-laws or under the provisions of the
Articles of Incorporation or under the provisions of The Business
Corporation Act of the State of Illinois, a waiver thereof in
writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
ARTICLE XIII
AMENDMENTS
SECTION 1. By Directors. These By-laws may be altered, amended
or repealed and new By-laws may be adopted at any meeting of the
Board of Directors of the corporation by a majority vote of the
directors present at the meeting, subject to the restrictions set
forth in Section 2 of this Article.
SECTION 2. By Shareholders. These By-laws may be altered,
amended or repealed and new By-laws may be adopted by the
shareholders at any annual meeting, or at any special meeting
called for such purpose. If such By-law so provides, a By-law
adopted by the shareholders may not be altered, amended or
repealed by the Board of Directors.