EXHIBIT 3(b)
BY-LAWS
of
XEROX CORPORATION
February 2, 1998
ARTICLE I
MEETINGS OF STOCKHOLDERS
SECTION 1. Annual Meetings: A meeting of shareholders entitled to
vote shall be held for the election of Directors and the transaction of other
business in May of each year on any day (except a Saturday, Sunday, or
holiday) in that month as determined by the Board of Directors.
SECTION 2. Special Meetings: Special Meetings of the shareholders may
be called at any time by the Chairman of the Board, the President or the Board
of Directors.
SECTION 3. Place of Meetings: Meetings of shareholders shall be held
at the principal office of the Company or at such other place, within or
without the State of New York, as may be fixed by the Board of Directors.
SECTION 4. Notice of Meetings:
(a) Notice of each meeting of shareholders shall be in writing and
shall state the place, date and hour of the meeting. Notice of a Special
Meeting shall state the purpose or purposes for which it is being called and
shall also indicate that it is being issued by or at the direction of the
person or persons calling the meeting. If, at any meeting, action is proposed
to be taken which would, if taken, entitle shareholders, fulfilling the
requirements of Section 623 of the Business Corporation Law to receive payment
for their shares, the notice of such meeting shall include a statement of that
purpose and to that effect.
(b) A copy of the notice of any meeting shall be given, personally or
by mail, not less than ten nor more than sixty days before the date of the
meeting, to each shareholder entitled to vote at such meeting. If mailed,
such notice is given when deposited in the United States mail, with postage
thereon prepaid, directed to the shareholder at his address as it appears on
the record of shareholders, or, if he shall have filed with the Secretary a
written request that notices to him be mailed to some other address, then
directed to him at such other address.
(c) Notice of meeting need not be given to any shareholder who
submits a signed waiver of notice, in person or by proxy, whether before or
after the meeting. The attendance of any shareholder at a meeting, in person
or by proxy, without protesting prior to the conclusion of the meeting the
lack of notice of such meeting, shall constitute a waiver of notice by him.
SECTION 5. Quorum and Adjourned Meetings:
(a) At any Annual or Special Meeting the holders of a majority of the
votes of shares entitled to vote thereat, present in person or by proxy, shall
constitute a quorum for the transaction of any business, provided that when a
specified item of business is required to be voted on by a class or series,
voting as a class, the holders of a majority of the votes of shares of such
class or series shall constitute a quorum for the transaction of such
specified item of business. When a quorum is once present to organize a
meeting, it is not broken by the subsequent withdrawal of any shareholders.
(b) Despite the absence of a quorum, the shareholders present may
adjourn the meeting to another time and place, and it shall not be necessary
to give any notice of the adjourned meeting if the time and place to which the
meeting is adjourned are announced at the meeting at which the adjournment is
taken. At the adjourned meeting any business may be transacted that might
have been transacted on the original date of the meeting. If after the
adjournment, however, the Board of Directors fixes a new record date for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
shareholder on the new record date entitled to notice under Section 4 of this
Article I of the By-Laws.
SECTION 6. Nominations and Business at Meetings
At any annual meeting of shareholders, only persons who are nominated or
business which is proposed in accordance with the procedures set forth in this
Section 6 shall be eligible for election as Directors or considered for action
by shareholders. Nominations of persons for election to the Board of
Directors of the Company may be made or business proposed at a meeting of
shareholders (i) by or at the direction of the Board of Directors or (ii) by
any shareholder of the Company entitled to vote at the meeting who complies
with the notice and other procedures set forth in this Section 6. Such
nominations or business proposals, 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 Company and such business proposals must,
under applicable law, be a proper matter for shareholder action. To be
timely, a shareholder's notice shall be delivered to or mailed and received at
the principal executive offices of the Company not less than 120 days nor more
than 150 days in advance of the date which is the anniversary of the date the
Company's proxy statement was released to security holders in connection with
the previous year's annual meeting or if the date of the applicable annual
meeting has been changed by more than 30 days from the date contemplated at
the time of the previous year's proxy statement, not less than 90 days before
the date of the applicable annual meeting.
Such shareholder's notice shall set forth (a) as to each person whom such
shareholder proposes to nominate for election or reelection 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 under the Securities Exchange Act of
1934, as amended (including such person's written consent to being named in
the proxy statement as a nominee and to serving as a Director if elected); (b)
as to any other business that the shareholder proposes to bring before the
meeting, a brief description of the business desired to be brought before the
annual meeting, the reasons for conducting such business at the annual meeting
and any material interest in such business of such person on whose behalf such
proposal is made; and (c) as to the shareholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or proposal is made,
(i) the name and address of such shareholder, as they appear on the Company's
books and (ii) the class and number of shares of the Company which are
beneficially owned by such shareholder. No person shall be eligible for
election as a Director of the Company and no business shall be conducted at
the annual meeting of shareholders unless nominated or proposed in accordance
with the procedures set forth in this Section 6. The Chairman of the meeting
may, if the facts warrant, determine and declare to the meeting that a
nomination or proposal was not made in accordance with the provisions of this
Section 6 and, if he should so determine, he shall so declare to the meeting
and the defective nomination or proposal shall be disregarded. /(1)
SECTION 7. Organization: At every meeting of the shareholders, the
Chairman of the Board, or in his absence, the President, or in his absence, an
Executive Vice President designated by the Chairman of the Board, or in the
absence of such officers, a person selected by the meeting, shall act as
chairman of the meeting. The Secretary or, in his absence, an Assistant
Secretary shall act as secretary of the meeting, and in the absence of both
the Secretary and an Assistant Secretary, a person selected by the meeting
shall act as secretary of the meeting.
SECTION 8. Voting:
(a) Whenever any corporate action, other than the election of
Directors, is to be taken by vote of the shareholders, it shall, except as
otherwise required by law or by the Certificate of Incorporation be authorized
by a majority of the votes cast in favor of or against such action at a
meeting of shareholders by the holders of shares entitled to vote thereon. An
abstention shall not constitute a vote cast.
(b) Directors shall, except as otherwise required by law, be elected
by a plurality of the votes cast at a meeting of shareholders by holders of
shares entitled to vote in the election. [; provided, however, a nomination
shall be accepted, and votes cast for a nominee shall be counted by the
inspectors of election, only if the Secretary of the Company has received at
least twenty-four hours prior to the meeting a statement over the signature of
the nominee that he consents to being a nominee and, if elected, intends to
serve as a Director.] /(2)
SECTION 9. Qualification of Voters:
(a) Every shareholder of record of Common Stock and Series B
Convertible Preferred Stock of the Company shall be entitled at every meeting
of such shareholders to one vote for every share of Common Stock and Series B
Convertible Preferred Stock, respectively, standing in his name on the record
of shareholders.
(b) Shares of stock belonging to the Company and shares held by
another domestic or foreign corporation of any type or kind, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held by the Company, shall not be shares entitled to vote or to
be counted in determining the total number of outstanding shares.
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/(1) Effective for the annual meeting to be held in 1999 and for all
subsequent annual meetings.
/(2) Bracketed material deleted for the annual meeting to be held in 1999 and
for all subsequent annual meetings.
(c) Shares held by an administrator, executor, guardian, conservator,
committee, or other fiduciary, except a trustee, may be voted by him, either
in person or by proxy, without transfer of such shares into his name. Shares
held by a trustee may be voted by him, either in person or by proxy, only
after the shares have been transferred into his name as trustee or into the
name of his nominee.
(d) Shares standing in the name of another domestic or foreign
corporation of any type or kind may be voted by such officer, agent or proxy
as the By-Laws of such corporation may provide, or in the absence of such
provision, as the Board of Directors of such corporation may provide.
SECTION 10. Proxies:
(a) Every shareholder entitled to vote at a meeting of shareholders
or to express consent or dissent without a meeting may authorize another
person or persons to act for him by proxy.
(b) No proxy shall be valid after the expiration of eleven months
from the date thereof unless otherwise provided in the proxy. Every proxy
shall be revocable at the pleasure of the shareholder executing it, except as
otherwise provided by law.
(c) The authority of the holder of a proxy to act shall not be
revoked by the incompetence or death of the shareholder who executed the proxy
unless, before the authority is exercised, written notice of an adjudication
of such incompetence or of such death is received by the Secretary or an
Assistant Secretary.
(d) Without limiting the manner in which a shareholder may authorize
another person or persons to act for him as proxy pursuant to paragraph (a) of
this Section, the following shall constitute a valid means by which a
shareholder may grant such authority:
(1) A shareholder may execute a writing authorizing another
person or persons to act for him as proxy. Execution may be accomplished by
the shareholder or the shareholder's authorized officer, director, employee or
agent signing such writing or causing his or her signature to be affixed to
such writing by any reasonable means including, but not limited to, by
facsimile signature.
(2) A shareholder may authorize another person or persons to act
for the shareholder as proxy by transmitting or authorizing the transmission
of a telegram, cablegram or other means of electronic transmission to the
person who will be the holder of the proxy or to a proxy solicitation firm,
proxy support service organization or like agent duly authorized by the person
who will be the holder of the proxy to receive such transmission, provided
that such telegram, cablegram or other means of electronic transmission must
either set forth or be submitted with information from which it can be
reasonably determined that the telegram, cablegram or other electronic
transmission was authorized by the shareholder. If it is determined that such
telegrams, cablegrams or other electronic transmissions are valid, the
inspectors shall specify the nature of the information upon which they relied.
(e) Any copy, facsimile telecommunication or other reliable
reproduction of the writing or transmission created pursuant to paragraph (d)
of this Section may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission could be used, provided that such copy, facsimile,
telecommunication or other reproduction shall be a complete reproduction of
the entire original writing or transmission.
SECTION 11. Inspectors of Election:
(a) The Board of Directors, in advance of any shareholders' meeting,
shall appoint one or more inspectors to act at the meeting or any adjournment
thereof. The Board of Directors may designate one or more persons as
alternate inspectors to replace any inspector who fails to act. If no
inspector or alternate has been appointed, or if such persons are unable to
act at a meeting of shareholders, the person presiding at a shareholders'
meeting shall appoint one or more inspectors. Each inspector, before entering
upon the discharge of his duties, shall take and sign an oath faithfully to
execute the duties of inspector at such meeting with strict impartiality and
according to the best of his ability.
(b) The inspectors shall determine the number of shares outstanding
and the voting power of each, the shares represented at the meeting, the
existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all shareholders. On request of
the person presiding at the meeting or any shareholder entitled to vote
thereat, the inspectors shall make a report in writing of any challenge,
question or matter determined by them and execute a certificate of any fact
found by them. Any report or certificate made by them shall be prima facie
evidence of the facts stated and of the vote as certified by them.
SECTION 12. List of Shareholders at Meetings: A list of share-holders
as of the record date, certified by the Secretary or by the transfer agent,
shall be produced at any meeting of shareholders upon the request thereat or
prior thereto of any shareholder. If the right to vote at any meeting is
challenged, the inspectors of election, or person presiding thereat shall
require such list of shareholders to be produced as evidence of the right of
the persons challenged to vote at such meeting, and all persons who appear
from such list to be shareholders entitled to vote thereat may vote at such
meeting.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. Power of Board and Qualification of Directors: The
business of the Company shall be managed under the direction of the Board of
Directors, each of whom shall be at least eighteen years of age.
SECTION 2. Number, Term of Office and Classification:
(a) The Board of Directors shall consist of not less than five nor
more than twenty-one members. The number of Directors shall be determined
from time to time by resolution of a majority of the entire Board of Directors
then in office, provided that no decrease in the number of Directors shall
shorten the term of any incumbent Director. At each Annual Meeting of
shareholders Directors shall be elected to hold office until the next annual
meeting.
(b) If and whenever six full quarter-yearly dividends (whether or not
consecutive) payable on the Cumulative Preferred Stock of any series shall be
in arrears, in whole or in part, the number of Directors then constituting the
Board of Directors shall be increased by two and the holders of the Cumulative
Preferred Stock, voting separately as a class, regardless of series, shall be
entitled to elect the two additional Directors at any annual meeting of
shareholders or special meeting held in place thereof, or at a special meeting
of the holders of the Cumulative Preferred Stock called as hereinafter
provided. Whenever all arrears in dividends on the Cumulative Preferred Stock
then outstanding shall have been paid and dividends thereon for the current
quarter-yearly dividend period shall have been paid or declared and set apart
for payment, then the right of the holders of the Cumulative Preferred Stock
to elect such additional two Directors shall cease (but subject always to the
same provisions for the vesting of such voting rights in the case of any
similar future arrearages in dividends), and the terms of office of all
persons elected as Directors by the holders of the Cumulative Preferred Stock
shall forthwith terminate and the number of the Board of Directors shall be
reduced accordingly. At any time after such voting power shall have been so
vested in the Cumulative Preferred Stock, the Secretary of the Company may,
and upon the written request of any holder of the Cumulative Preferred Stock
(addressed to the Secretary at the principal office of the Company) shall,
call a special meeting of the holders of the Cumulative Preferred Stock for
the election of the two Directors to be elected by them as herein provided,
such call to be made by notice similar to that provided in the By-Laws for a
special meeting of the shareholders or as required by law. If any such
special meeting required to be called as above provided shall not be called by
the Secretary within twenty days after receipt of any such request, then any
holder of Cumulative Preferred Stock may call such meeting, upon the notice
above provided, and for that purpose shall have access to the stock books of
the Company. The Directors elected at any such special meeting shall hold
office until the next annual meeting of the shareholders or special meeting
held in place thereof. In case any vacancy shall occur among the Directors
elected by the holders of the Cumulative Preferred Stock, a successor shall be
elected to serve until the next annual meeting of the shareholders or special
meeting held in place thereof by the then remaining Director elected by the
holders of the Cumulative Preferred Stock or the successor of such remaining
Director.
(c) All Directors shall have equal voting power.
SECTION 3. Organization: At each meeting of the Board of Directors,
the Chairman of the Board, or in his absence, the President, or in his
absence, a chairman chosen by a majority of the Directors present shall
preside. The Secretary shall act as secretary of the Board of Directors. In
the event the Secretary shall be absent from any meeting of the Board of
Directors, the meeting shall select its secretary.
SECTION 4. Resignations: Any Director of the Company may resign at
any time by giving written notice to the Chairman of the Board, the President
or to the Secretary of the Company. Such resignation shall take effect at the
time specified therein or, if no time be specified, then on delivery.
SECTION 5. Vacancies: Newly created directorships resulting from an
increase in the number of Directors and vacancies occurring in the Board of
Directors for any reason except the removal of Directors without cause may be
filled by a vote of a majority of the Directors then in office, although less
than a quorum exists. A Director elected to fill a vacancy shall hold office
until the next annual meeting.
SECTION 6. Place of Meeting: The Board of Directors may hold its
meetings at such place or places within or without the State of New York as
the Board of Directors may from time to time by resolution determine.
SECTION 7. First Meeting: On the day of each annual election of
Directors, the Board of Directors shall meet for the purpose of organization
and the transaction of other business. Notice of such meeting need not be
given. Such first meeting may be held at any other time which shall be
specified in a notice given as hereinafter provided for special meetings of
the Board of Directors.
SECTION 8. Regular Meetings: Regular meetings of the Board of
Directors may be held at such times as may be fixed from time to time by
resolution of the Board of Directors without notice.
SECTION 9. Special Meetings: Special meetings of the Board of
Directors shall be held whenever called by the Chairman of the Board, the
President, or by any two of the Directors. Oral, telegraphic or written
notice shall be given, sent or mailed not less than one day before the meeting
and shall state, in addition to the purposes, the date, place and hour of such
meeting.
SECTION 10. Waivers of Notice: Notice of a meeting need not be given
to any Director who submits a signed waiver of notice whether before or after
the meeting, or who attends the meeting without protesting, prior thereto or
at its commencement, the lack of notice to him.
SECTION 11. Quorum and Manner of Acting:
(a) If the number of Directors is twelve or more, seven Directors
shall constitute a quorum for the transaction of business or any specified
item of business. If the number of Directors is less than twelve, a majority
of the entire Board of Directors shall constitute a quorum.
(b) A majority of the Directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place without notice to
any Director.
SECTION 12. Written Consents: Any action required or permitted to be
taken by the Board of Directors or any committee thereof may be taken without
a meeting if all members of the Board or the committee consent in writing to
the adoption of a resolution authorizing the action. The resolution and the
written consents thereto by the members of the Board or committee shall be
filed with the minutes of the proceedings of the Board or committee.
SECTION 13. Participation At Meetings By Telephone: Any one or more
members of the Board of Directors or any committee thereof may participate in
a meeting of such Board or committee by means of a conference telephone or
similar communications equipment allowing all persons participating in the
meeting to hear each other at the same time. Participation by such means
shall constitute presence in person at a meeting.
SECTION 14. Compensation: The Board of Directors shall have authority
to fix the compensation of Directors for services in any capacity.
SECTION 15. Interested Directors:
(a) No contract or other transaction between the Company and one or
more of its Directors, or between the Company and any other corporation, firm,
association or other entity in which one or more of its Directors are
directors or officers, or are financially interested, shall be either void or
voidable for this reason alone or by reason alone that such Director or
Directors are present at the meeting of the Board of Directors, or of a
committee thereof, which approves such contract or transaction, or that his or
their votes are counted for such purpose, provided that the parties to the
contract or transaction establish affirmatively that it was fair and
reasonable as to the Company at the time it was approved by the Board, a
committee, or the shareholders.
(b) Any such contract or transaction may not be avoided by the
Company for the reasons set forth in (a) if
(1) the material facts as to such Director's interest in such
contract or transaction and as to any such common directorship, officership or
financial interest are disclosed in good faith or known to the Board or
committee, and the Board or committee approves such contract or transaction by
a vote sufficient for such purpose without counting the vote of such
interested Director or, if the votes of the disinterested Directors are
insufficient for such purpose, by unanimous vote of the disinterested
Directors (although common or interested Directors may be counted in
determining the presence of a quorum at a meeting of the Board or of a
committee which approves such contract or transactions), or
(2) the material facts as to such Director's interest in such
contract or transaction and as to any such common directorship, officership or
financial interest are disclosed in good faith or known to the shareholders
entitled to vote thereon, and such contract or transaction is approved by vote
of such shareholders.
SECTION 16. Loans to Directors: The Company may not lend money to or
guarantee the obligation of a Director of the Company unless the particular
loan or guarantee is approved by the shareholders, with the holders of a
majority of the shares entitled to vote thereon constituting a quorum, but
shares held of record or beneficially by Directors who are benefited by such
loan or guarantee shall not be entitled to vote or to be included in the
determination of a quorum.
ARTICLE III
EXECUTIVE COMMITTEE
SECTION 1. How Constituted and Powers: There shall be an Executive
Committee, consisting of not less than three nor more than nine Directors,
including the Chairman of the Board and the Chairman of the Executive
Committee, elected by a majority of the entire Board of Directors, who shall
serve at the pleasure of the Board. The Executive Committee shall have all
the authority of the Board, except it shall have no authority as to the
following matters:
(a) The submission to shareholders of any action that needs
shareholders' authorization.
(b) The filling of vacancies in the Board or in any committee.
(c) The fixing of compensation of the Directors for serving on the
Board or on any committee.
(d) The amendment or repeal of the By-Laws, or the adoption of new
By-Laws.
(e) The amendment or repeal of any resolution of the Board which, by
its terms, shall not be so amendable or repealable.
(f) The declaration of dividends.
SECTION 2. Meetings: Meetings of the Executive Committee, of which no
notice shall be necessary, shall be held on such days and at such place as
shall be fixed, either by the Chairman of the Board, the Chairman of the
Executive Committee, or by a vote of the majority of the whole Committee.
SECTION 3. Quorum and Manner of Acting: Unless otherwise provided by
resolution of the Board of Directors, a majority of the Executive Committee
shall constitute a quorum for the transaction of business and the act of a
majority of all of the members of the Committee, whether present or not, shall
be the act of the Executive Committee. The members of the Executive Committee
shall act only as a Committee. The procedure of the Committee and its manner
of acting shall be subject at all times to the directions of the Board of
Directors.
SECTION 4. Additional Committees: The Board of Directors by
resolution adopted by a majority of the entire Board may designate from among
its members additional committees, each of which shall consist of one or more
Directors and shall have such authority as provided in the resolution
designating the committee, except such authority shall not exceed the
authority conferred on the Executive Committee by Section 1 of this Article.
SECTION 5. Alternate Members: The Board of Directors may designate
one or more eligible Directors as alternate members of the Executive
Committee, or of any other committee of the Board, who may replace any absent
or disqualified member or members at any meeting of any such committee.
ARTICLE IV
OFFICERS
SECTION 1. Number: The officers of the Company shall be a Chairman of
the Board, a President, a Chairman of the Executive Committee, one or more
Vice Presidents, a Treasurer, a Secretary, a Controller, and such other
officers as the Board of Directors may in its discretion elect. Any two or
more offices may be held by the same person.
SECTION 2. Term of Offices and Qualifications: Those officers whose
titles are specifically mentioned in Section 1 of this Article IV shall be
chosen by the Board of Directors on the day of the Annual Meeting. Unless a
shorter term is provided in the resolution of the Board electing such officer,
the term of office of such officer shall extend to and expire at the meeting
of the Board held on the day of the next Annual Meeting. The Chairman of the
Board, the President and the Chairman of the Executive Committee shall be
chosen from among the Directors.
SECTION 3. Additional Officers: Additional officers other than those
whose titles are specifically mentioned in Section 1 of this Article IV shall
be elected for such period, have such authority and perform such duties,
either in an administrative or subordinate capacity, as the Board of Directors
may from time to time determine.
SECTION 4. Removal of Officers: Any officer may be removed by the
Board of Directors with or without cause, at any time. Removal of an officer
without cause shall be without prejudice to his contract rights, if any, but
his election as an officer shall not of itself create contract rights.
SECTION 5. Resignation: Any officer may resign at any time by giving
written notice to the Board of Directors, or to the Chairman of the Board, or
to the Secretary. Any such resignation shall take effect at the time
specified therein, or if no time be specified, then upon delivery.
SECTION 6. Vacancies: A vacancy in any office shall be filled by the
Board of Directors.
SECTION 7. Chairman of the Board: The Chairman of the Board shall
preside at all meetings of the shareholders at which he is present, unless at
such meetings the shareholders shall appoint a chairman other than the
Chairman of the Board. The Chairman of the Board shall preside at all meetings
of the Directors at which he is present. The Chairman of the Board shall act
as the Chief Executive Officer of the Company and it shall be his duty to
supervise generally the management of the business of the Company with
responsibility direct to the Board and subject to the control of the Board.
The Chairman of the Board shall have such powers and perform such other duties
as may be assigned to him by the Board.
SECTION 8. President: The President shall have such powers and perform
such duties as may be assigned to him by the Board and the Chairman of the
Board. The President shall, in the absence of the Chairman of the Board,
preside at all meetings of the shareholders and Directors at which he is
present. In the absence or inability to act of the Chairman of the Board, or
if the Office of Chairman of the Board be vacant, the President, subject to
the right of the Board from time to time to extend or confine such powers and
duties or to assign them to others, shall perform all the duties and may
exercise all the powers of the Chairman of the Board.
SECTION 9. Chairman of the Executive Committee: The Chairman of the
Executive Committee shall have such powers and perform such duties as may be
assigned to him by the Board. The Chairman of the Executive Committee shall
preside at meetings of the Executive Committee of the Board of Directors.
SECTION 10. The Vice Presidents: Each Vice President shall have such
powers and shall perform such duties as may be assigned to him by the Board of
Directors, the Chairman of the Board or the President.
SECTION 11. The Treasurer: The Treasurer shall, if required by the
Board of Directors, give a bond for the faithful discharge of his duties, in
such sum and with such sureties as the Board of Directors shall require. He
shall have charge and custody of, and be responsible for, all funds and
securities of the Company, and deposit all such funds in the name of and to
the credit of the Company in such banks, trust companies, or other
depositories as shall be selected by the Board of Directors. The Treasurer
may sign certificates for stock of the Company authorized by the Board of
Directors. He shall also perform all other duties customarily incident to the
office of Treasurer and such other duties as from time to time may be assigned
to him by the Board of Directors.
SECTION 12. The Controller: The Controller shall keep and maintain the
books of account for internal and external reporting purposes. He shall also
perform all other duties customarily incident to the office of Controller and
such other duties as may be assigned to him from time to time by the Board of
Directors.
SECTION 13. The Secretary: It shall be the duty of the Secretary to
act as secretary of all meetings of the Board of Directors, and of the
shareholders, and to keep the minutes of all such meetings at which he shall
so act in a proper book or books to be provided for that purpose; he shall see
that all notices required to be given by the Company are duly given and
served; he may sign and execute in the name of the Company certificates for
the stock of the Company, deeds, mortgages, bonds, contracts or other
instruments authorized by the Board of Directors; he shall prepare, or cause
to be prepared, for use at meetings of shareholders the list of shareholders
as of the record date referred to in Article I, Section 12 of these By-Laws
and shall certify, or cause the transfer agent to certify, such list; he shall
keep a current list of the Company's Directors and officers and their
residence addresses; he shall be custodian of the seal of the Company and
shall affix the seal, or cause it to be affixed, to all agreements, documents
and other papers requiring the same. The Secretary shall have custody of the
Minute Book containing the minutes of all meetings of shareholders, Directors,
the Executive Committee, and any other committees which may keep minutes, and
of all other contracts and documents which are not in the custody of the
Treasurer or the Controller of the Company, or in the custody of some other
person authorized by the Board of Directors to have such custody.
SECTION 14. Appointed Officers: The Board of Directors may delegate to
any officer or committee the power to appoint and to remove any subordinate
officer, agent or employee.
SECTION 15. Assignment and Transfer of Stocks, Bonds, and Other
Securities: The Chairman of the Board, the Treasurer, the Secretary, any
Assistant Secretary, any Assistant Treasurer, and each of them, shall have
power to assign, or to endorse for transfer, under the corporate seal, and to
deliver, any stock, bonds, subscription rights, or other securities, or any
beneficial interest therein, held or owned by the Company.
ARTICLE V
CONTRACTS, CHECKS, DRAFTS AND BANK ACCOUNTS
SECTION 1. Execution of Contracts: The Board of Directors, except as
in these By-Laws otherwise provided, may authorize any officer or officers,
agent, or agents, in the name of and on behalf of the Company to enter into
any contract or execute and deliver any instrument, and such authority may be
general or confined to specific instances; but, unless so authorized by the
Board of Directors, or expressly authorized by these By-Laws, no officer,
agent or employee shall have any power or authority to bind the Company by any
contract or engagement or to pledge its credit or to render it liable
pecuniarily in any amount for any purpose.
SECTION 2. Loans: No loans shall be contracted on behalf of the
Company, and no negotiable paper shall be issued in its name unless
specifically authorized by the Board of Directors.
SECTION 3. Checks, Drafts, etc.: All checks, drafts, and other orders
for the payment of money out of the funds of the Company, and all notes or
other evidences of indebtedness of the Company, shall be signed on behalf of
the Company in such manner as shall from time to time be determined by
resolution of the Board of Directors.
SECTION 4. Deposits: All funds of the Company not otherwise employed
shall be deposited from time to time to the credit of the Company in such
banks, trust companies or other depositories as the Board of Directors may
select.
ARTICLE VI
STOCKS AND DIVIDENDS
SECTION 1. Certificates of Stock: Certificates for stock of the
Company shall be in such form as shall be approved by the Board of Directors.
The certificates of stock shall be numbered in order of their issue, shall be
signed by the Chairman of the Board, the President or a Vice President, and
the Secretary or an Assistant Secretary, or the Treasurer or an Assistant
Treasurer. The signature of the officers upon a certificate may be facsimiles
if the certificate is countersigned by a transfer agent or registered by a
registrar other than the Company itself or its employee. In case any officer
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer before such certificate is issued, it may
be issued by the Company with the same effect as if he were an officer at the
date of issue.
SECTION 2. Transfer of Stock: Transfers of stock of the Company shall
be made only on the books of the Company by the holder thereof, or by his duly
authorized attorney, on surrender of the certificate or certificates for such
stock, properly endorsed. Every certificate surrendered to the Company shall
be marked "Canceled", with the date of cancellation, and no new certificate
shall be issued in exchange therefor until the old certificate has been
surrendered and canceled. A person in whose name stock of the Company stands
on the books of the Company shall be deemed the owner thereof as regards the
Company; provided that, whenever any transfer of stock shall be made for
collateral security, and not absolutely, such fact, if known to the Secretary
of the Company, or to its transfer agent shall be so expressed in the entry of
the transfer. No transfer of stock shall be valid as against the Company, or
its shareholders for any purpose, until it shall have been entered in the
stock records of the Company as specified in these By-Laws by an entry showing
from and to whom transferred.
SECTION 3. Transfer and Registry Agents: The Company may, from time
to time, maintain one or more transfer offices or agencies and/or registry
offices at such place or places as may be determined from time to time by the
Board of Directors; and the Board of Directors may, from time to time, define
the duties of such transfer agents and registrars and make such rules and
regulations as it may deem expedient, not inconsistent with these By-Laws,
concerning the issue, transfer and registration of certificates for stock of
the Company.
SECTION 4. Lost, Destroyed and Mutilated Certificates: The holder of
any stock of the Company shall immediately notify the Company of any loss,
destruction or mutilation of the certificate therefor. The Company may issue
a new certificate in place of the lost or destroyed certificate, but as a
condition to such issue, the holder of such certificate must make satisfactory
proof of the loss or destruction thereof, and must give to the Company a bond
of indemnity in form and amount and with one or more sureties satisfactory to
the Treasurer, the Secretary or any Assistant Treasurer or Assistant
Secretary. Such bond of indemnity shall also name as obligee each of the
transfer agents and registrars for the stock the certificate for which has
been lost or destroyed.
SECTION 5. Record Dates for Certain Purposes: The Board of Directors
of the Company shall fix a day and hour not more than fifty days preceding the
date of any meeting of shareholders, or the date for payment of any cash or
stock dividend, or the date for the allotment of any rights of subscription,
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 shareholders
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 entitled to
receive any such allotment of rights of subscription, or entitled to exercise
rights in respect of any such change, conversion or exchange of capital stock,
and in such case, such shareholders and only such shareholders as shall be
shareholders of record on the day and hour so fixed shall be entitled to such
notice of, and to vote at, such meeting or any adjournment thereof, or to
receive payment of such dividend, or to receive such allotment of rights of
subscription, or to exercise rights in connection with such change or
conversion or exchange of capital stock, as the case may be, notwithstanding
any transfer of any stock on the books of the Company after such day and hour
fixed as aforesaid.
SECTION 6. Dividends and Surplus: Subject to the limitations
prescribed by law, the Board of Directors (1) may declare dividends on the
stock of the Company whenever and in such amounts as, in its opinion, the
condition of the affairs of the Company shall render it advisable, (2) may use
and apply, in its discretion, any part or all of the surplus of the Company in
purchasing or acquiring any of the shares of stock of the Company, and (3) may
set aside from time to time out of such surplus or net profits such sum or
sums as it in its absolute discretion, may think proper as a reserve fund to
meet contingencies or for equalizing dividends, or for the purpose of
maintaining or increasing the property or business of the Company, or for any
other purpose it may think conducive to the best interest of the Company.
ARTICLE VII
OFFICES AND BOOKS
SECTION 1. Offices: The Company shall maintain an office at such
place in the County of Monroe, State of New York, as the Board of Directors
may determine. The Board of Directors may from time to time and at any time
establish other offices of the Company or branches of its business at whatever
place or places seem to it expedient.
SECTION 2. Books and Records:
(a) There shall be kept at one or more offices of the Company (1)
correct and complete books and records of account, (2) minutes of the
proceedings of the shareholders, Board of Directors and the Executive
Committee, (3) a current list of the Directors and officers of the Company and
their residence addresses, and (4) a copy of these By-Laws.
(b) The stock records may be kept either at the office of the Company
or at the office of its transfer agent or registrar in the State of New York,
if any, and shall contain the names and addresses of all shareholders, the
number and class of shares held by each and the dates when they respectively
became the owners of record thereof.
ARTICLE VIII
GENERAL
SECTION 1. Seal: The corporate seal shall be in the form of a circle
and shall bear the full name of the Company and the words and figures
"Incorporated 1906, Rochester, N. Y.".
SECTION 2. Indemnification of Directors and Officers: Except to the
extent expressly prohibited by law, the Company shall indemnify any person,
made or threatened to be made, a party in any civil or criminal action or
proceeding, including an action or proceeding by or in the right of the
Company to procure a judgment in its favor or by or in the right of any other
corporation of any type or kind, domestic or foreign, or any partnership,
joint venture, trust, employee benefit plan or other enterprise, which any
Director or officer of the Company served in any capacity at the request of
the Company, by reason of the fact that he, his testator or intestate is or
was a Director or officer of the Company or serves or served such other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, in any capacity, against judgments, fines, penalties, amounts paid
in settlement and reasonable expenses, including attorneys' fees, incurred in
connection with such action or proceeding, or any appeal therein, provided
that no such indemnification shall be required with respect to any settlement
unless the Company shall have given its prior approval thereto. Such
indemnification shall include the right to be paid advances of any expenses
incurred by such person in connection with such action, suit or proceeding,
consistent with the provisions of applicable law. In addition to the
foregoing, the Company is authorized to extend rights to indemnification and
advancement of expenses to such persons by i) resolution of the shareholders,
ii) resolution of the Directors or iii) an agreement, to the extent not
expressly prohibited by law.
ARTICLE IX
FISCAL YEAR
SECTION 1. Fiscal Year: The fiscal year of the Company shall end on
the 31st day of December in each year.
ARTICLE X
AMENDMENTS
SECTION 1. Amendments: By-Laws of the Company may be amended,
repealed or adopted by a majority of the votes of the shares at the time
entitled to vote in the election of any Directors. If, at any meeting of
shareholders, action is proposed to be taken to amend, repeal or adopt By-
Laws, the notice of such meeting shall include a brief statement or summary of
the proposed action. The By-Laws may also be amended, repealed or adopted by
the Board of Directors, but any By-Law adopted by the Board may be amended or
repealed by shareholders entitled to vote thereon as hereinabove provided. If
any By-Law regulating an impending election of Directors is adopted, amended
or repealed by the Board of Directors, there shall be set forth in the notice
of the next meeting of shareholders for the election of Directors the By-Law
so adopted, amended or repealed, together with a concise statement of the
changes made.