BY-LAWS
OF
METROPOLITAN FINANCIAL CORPORATION
(hereinafter called the "Corporation")
I. OFFICES
1. Registered Office.
The registered office of the Corporation shall be in the City of
Wilmington, County of New Castle, State of Delaware.
2. Other Offices.
The Corporation may also have offices at such other places both within and
without the State of Delaware as the board of directors may from time to
time determine.
II. MEETINGS OF STOCKHOLDERS
1. Place of Meetings.
Meetings of the stockholders for the election of directors or for any other
purpose shall be held at such time and place, either within or without the
State of Delaware, as shall be designated from time to time by the board of
directors and stated in the notice of the meeting or in a duly executed
waiver of notice thereof.
2. Annual Meetings.
The annual meetings of stockholders shall be held on such date and at such
time as shall be designated from time to time by the board of directors and
stated in the notice of the meeting, at which meetings the stockholders
shall elect by a plurality vote a board of directors and transact such
other business as may properly be brought before the meeting. Written
notice of the annual meeting stating the place, date and hour of the
meeting shall be given to each stockholder entitled to vote at such meeting
not less than ten nor more than sixty days before the date of the meeting.
The notice shall also set forth the purpose or purposes for which the
meeting is called.
3. Special Meetings.
Unless otherwise prescribed by law or by the Certificate of Incorporation,
special meetings of stockholders, for any purpose or purposes, may be
called by either the chairman of the board or the president and shall be
called by either individual at the written request of a majority of the
directors then in office. Such request shall state the purpose or purposes
of the proposed meeting. Written notice of a special meeting stating the
place, date and hour of the meeting and the purpose or purposes for which
the meeting is called shall be given not less than ten nor more than sixty
days before the date of the meeting to each stockholder entitled to vote at
such meeting.
4. Quorum.
Except as otherwise provided by law or by the Certificate of Incorporation,
the holders of a majority of the capital stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction
of business. If, however, such quorum shall not be present or represented
at any meeting of the stockholders, the stockholders entitled to vote
thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present
or represented, any business may be transacted which might have been
transacted at the meeting as originally noticed. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder entitled to vote at the meeting.
5. Voting.
Except as otherwise required by law, the Certificate of Incorporation or
these by-laws, any question brought before any meeting of stockholders
shall be decided by the vote of the holders of a majority of the stock duly
voted on the question. Each stockholder represented at a meeting of
stockholders shall be entitled to cast one vote for each share of the
capital stock entitled to vote thereat held by such stockholder. Such
votes may be cast in person or by proxy. The board of directors, in its
discretion, or the officer of the Corporation presiding at a meeting of
stockholders, in his discretion, may require that any votes cast at such
meeting shall be cast by written ballot.
6. List of Stockholders Entitled to Vote.
The officer of the Corporation who has charge of the stock ledger of the
Corporation shall prepare and make, at least twenty days before every
meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name
of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least twenty days prior to the meeting,
either at a place within the city where the meeting is to be held, which
place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall
also be produced and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any stockholder of the
Corporation who is present.
7. Stock Ledger.
The stock ledger of the Corporation shall be the only evidence as to who
are the stockholders entitled to examine the stock ledger, the list
required by Section 6 of this Article II or the books of the Corporation or
to vote in person or by proxy at any meeting of stockholders.
8. Proxies.
At all meetings of stockholders, a stockholder may vote by proxy executed
in writing by the stockholder or his duly authorized attorney in fact.
Proxies solicited on behalf of the management shall be voted as directed by
the stockholder or, in the absence of such direction, as determined by a
majority of the board of directors. No proxy shall be valid after eleven
months from the date of its execution except for a proxy coupled with an
interest.
9. Voting of Shares in the Name of Two or More Persons.
When ownership stands in the name of two or more persons, in the absence of
written direction to the Corporation to the contrary, at any meeting of the
stockholders of the Corporation any one or more of such stockholders may
cast, in person or by proxy, all votes to which such ownership is entitled.
In the event an attempt is made to cast conflicting votes, in person or by
proxy, by the several persons in whose names shares of stock stand, the
vote or votes to which those persons are entitled shall be cast as directed
by a majority of those holding such stock and present in person or by proxy
at such meeting, but no votes shall be cast for such stock if a majority
cannot agree.
10. Voting of Shares by Certain Holders.
Shares standing in the name of another corporation may be voted by any
officer, agent or proxy 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 held by an administrator, executor,
guardian or conservator may be voted by him, either in person or by proxy,
without a transfer of such shares into his name. Shares standing in the
name of a trustee may be voted by him, either in person or by proxy, but no
trustee shall be entitled to vote shares held by him without a transfer of
such shares into his name. Shares standing 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 into his name
if authority to do so is contained in an appropriate order of the court or
other public authority by which such receiver was appointed.
A stockholder 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.
Neither treasury shares of its own stock held by the Corporation, nor
shares held by another corporation, if a majority of the shares entitled to
vote for the election of directors of such other corporation are held by
the Corporation, shall be voted at any meeting or counted in determining
the total number of outstanding shares at any given time for purposes of
any meeting.
11. Inspectors of Election.
In advance of any meeting of stockholders, the board of directors may
appoint any persons other than nominees for office as inspectors of
election to act at such meeting or any adjournment thereof. The number of
inspectors shall be either one or three. If the board of directors so
appoints either one or three such inspectors, that appointment shall not be
altered at the meeting. If inspectors of election are not so appointed,
the chairman of the board or the president may, and on the request of not
less than ten percent of the votes represented at the meeting shall, make
such appointment at the meeting. If appointed at the meeting, the majority
of the voters present shall determine whether one or three inspectors are
to be appointed. In case any person appointed as inspector fails to appear
or fails or refuses to act, the vacancy may be filled by appointment by the
board of directors in advance of the meeting or at the meeting by the
chairman of the board or the president.
Unless otherwise prescribed by law, the duties of such inspectors shall
include: determining the number of shares of stock and the voting power of
each share, the shares of stock represented at the meeting, the existence
of a quorum, the authenticity, validity and effect of proxies; receiving
votes, ballots or consents; hearing and determining all challenges and
questions in any way arising connection with the right to vote; counting
and tabulating all votes or consents; determining the result; and such acts
as may be proper to conduct the election or vote with fairness to all
stockholders.
12. Conduct of Meetings.
Annual and special meetings shall be conducted in accordance with the most
current edition of Robert's Rules of Order unless otherwise prescribed by
law or these by-laws. The board of directors shall designate, when
present, either the chairman of the board or president to preside at such
meetings.
13. New Business.
Any new business to be taken up at the annual meeting shall be stated in
writing and filed with the secretary of the Corporation at least ten days
before the date of the annual meeting, and all business so stated, proposed
and filed shall be considered at the annual meeting, but no other proposal
shall be acted upon at the annual meeting. Any stockholder may make any
other proposal at the annual meeting and the same may be discussed and
considered, but unless stated in writing and filed with the secretary at
least five days before the meeting, such proposal shall be laid over for
action at an adjourned, special or annual meeting of the stockholders
taking place thirty days or more thereafter. This provision shall not
prevent the consideration and approval or disapproval at the annual meeting
of reports of officers, directors or committees, but in connection with
such reports no new business shall be acted upon at such annual meeting
unless stated and filed as herein provided.
III. DIRECTORS
1. Number and Election of Directors.
The board of directors shall be 9. Directors need not be residents of the
State of Delaware. Each director shall at all times be the beneficial
owner of not less than 100 shares of capital stock of the Corporation. The
directors, other than the first board of directors, shall be elected at
annual meetings of the stockholders. Changes in the number of directors,
within the limits, if any, specified in the Certificate of Incorporation,
may be accomplished through amendment of these by-laws.
2. Vacancies.
The board of directors shall divide the directors into three classes and,
when the number of directors is changed, shall determine the class or
classes to which the increased or decreased number of directors shall be
apportioned; provided that each class shall be equal or nearly equal in
size as possible; provided, further, that no decreases in the number of
directors shall affect the term of any director then in office, except the
initial directors. The term of office of directors elected at the initial
special meeting of stockholders shall be as follows: the term of office of
directors of the first class shall expire at the first annual meeting of
stockholders after their election; the term of office of directors of the
second class shall expire at the second annual meeting of stockholders
after their election; and the term of office of directors of the third
class shall expire at the third annual meeting of stockholders after their
election; and, as to directors of each class, when their respective
successors are elected and qualified. At each annual meeting of
stockholders subsequent to the initial special meeting of stockholders,
directors elected to succeed those whose terms are expiring shall be
elected for a term of office to expire at the third succeeding annual
meeting of stockholders and when their respective successors are elected
and qualified.
Vacancies in the board of directors, however caused, shall be filled by a
majority vote of the directors then in office, whether or not a quorum, and
any director so chosen shall hold office for a term expiring at the annual
meeting of stockholders at which the term of the class to which he has been
chosen expires and when his successor is elected and qualified.
3. Duties and Powers.
The business of the Corporation shall be managed by or under the direction
of the board of directors, which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or
by the Certificate of Incorporation or by these by-laws directed or
required to be exercised or done by the stockholders. The board of
directors shall annually elect a chairman of the board and a president from
among its members and shall designate, when present, either the chairman of
the board or the president to preside at its meetings.
4. Meetings.
The Board of Directors may hold meetings both regular and special either
within or without Delaware. The annual and additional regular meetings of
Directors may be held at the time and place as determined by resolution of
the Board of Directors without notice other than the resolution. Special
meetings of Directors may be called by the Chairman, President, or a
majority of Directors. Notice of special meeting stating the time and place
of meeting shall be given to each director either by mail at least 48 hours
or by telephone or telegram at least 24 hours before the meeting date.
5. Quorum.
Except as may be otherwise specifically provided by law, the Certificate of
Incorporation of these by-laws, at all meetings of the board of directors,
a majority of the directors then in office shall constitute a quorum for
the transaction of business and the act of a majority of the directors
present at any meeting at which there is a quorum shall be the act of the
board of directors. If a quorum shall not be present at any meeting of the
board of directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting,
until a quorum shall be present.
6. Actions of the Board.
Unless otherwise provided by the Certificate of Incorporation or these
by-laws, any action required or permitted to be taken at any meeting of the
board of directors or of any committee thereof may be taken without a
meeting, if all the members of the board of directors or committee, as the
case may be, consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the board of directors or
committee.
7. Meetings by Means of Conference Telephone.
Unless otherwise provided by the Certificate of Incorporation or these
by-laws, members of the board of directors of the Corporation, or any
committee designated by the board of directors, may participate in a
meeting of the board of directors or such committee by means of a
conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this Section 7 shall constitute
presence in person at such meeting.
8. Compensation.
The directors may be paid their reasonable expenses, if any, of attendance
at each meeting of the board of directors and may be paid a reasonable
fixed sum for actual attendance at each meeting of the board of directors.
Directors, as such, may receive a stated salary for their services. No
such payment shall preclude any director from serving the Corporation in
any other capacity and receiving compensation therefor. Members of special
or standing committees may be allowed like compensation for attending
committee meetings.
9. Interested Directors.
No contract or transaction between the Corporation and one or more of its
directors or officers, or between the Corporation and any other
corporation, partnership, association, or other organization in which one
or more of its directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or
solely because the director or officer is present at or participates in the
meeting of the board of directors or committee thereof which authorizes the
contract or transaction, or solely because his or their votes are counted
for such purpose, if (i) the material facts as to his or their relationship
or interest and as to the contract or transaction are disclosed or are
known to the board of directors or the committee, and the board of
directors or committee in good faith authorizes the contract or transaction
by the affirmative votes of a majority of the disinterested directors, even
though the disinterested directors be less than a quorum; or (ii) the
material facts as to his or their relationship or interest and as to the
contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or (iii) the contract
or transaction is fair as to the Corporation as of the time it is
authorized, approved or ratified, by the board of directors, a committee
thereof or the stockholders. Common or interested directors may be counted
in determining the presence of a quorum at a meeting of the board of
directors or of a committee which authorizes the contract or transaction.
10. Corporate Books.
The directors may keep the books of the Corporation, except such as are
required by law to be kept within the state, outside of the State of
Delaware at such place or places as they may from time to time determine.
11. Presumption of Assent.
A director of the Corporation who is present at a meeting of the board of
directors at which action on any Corporation matter is taken shall be
presumed to have assented to the action taken unless his dissent or
abstention shall be entered in the minutes of the meeting or unless he
shall file his 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 mail to the secretary of the Corporation within
five days after the date he receives a copy of the minutes of the meeting.
Such right to dissent shall not apply to a director who voted in favor of
such action.
12. Resignation.
Any director may resign at any time by sending a written notice of such
resignation to the home office of the Corporation addressed to the chairman
of the board or the president. Unless otherwise specified therein such
resignation shall take effect upon receipt thereof by the chairman of the
board or the president. More than three consecutive absences from regular
meetings of the board of directors, unless excused by resolution of the
board, shall automatically constitute a resignation, effective when such
resignation is accepted by the board of directors.
13. Nominating Committee.
The board of directors shall act as a nominating committee for selecting
the management nominees for election as directors. Except in the case of a
nominee substituted as a result of the death or other incapacity of a
management nominee, the nominating committee shall deliver written
nominations to the secretary at least twenty days prior to the date of the
annual meeting. Provided such committee makes such nominations, no
nominations for directors except those made by the nominating committee
shall be voted upon at the annual meeting unless other nominations by
stockholders are made in writing and delivered to the secretary of the
Corporation at least fifteen days prior to the date of the annual meeting.
Ballots bearing the names of all the persons nominated by the nominating
committee and by stockholders shall be provided for use at the annual
meeting. If the nominating committee shall fail or refuse to act at least
twenty days prior to the annual meeting, nominations for directors may be
made at the annual meeting by any stockholder entitled to vote and shall be
voted upon.
14. Age Limitation - Directors.
Article III - Section 14. Age Limitation - Directors. No person shall be
eligible for election, re-election, appointment, or reappointment to the
board of directors if such person is then more than 70 years of age. No
director shall serve beyond the annual meeting of the corporation
immediately following his attainment of 70 years of age; except that any
such director serving on January 31, 1984 may complete the unexpired
portion of his term being served on such date. This limitation shall not
apply to a person serving as an advisory director of the corporation.
IV. EXECUTIVE AND OTHER COMMITTEES
1. Appointment.
The board of directors, by resolution adopted by a majority of the full
board, may designate the chief executive officer and two or more of the
other directors to constitute an executive committee. The designation of
any committee pursuant to this Article IV and the delegation of authority
thereto shall not operate to relieve the board of directors, or any
director, of any responsibility imposed by law or regulation.
2. Authority.
The executive committee, when the board of directors is not in session,
shall have and may exercise all the powers and authority of the board of
directors in the management of the business and affairs of the Corporation,
and may authorize the seal of the Corporation to be affixed to all papers
which may require it, except to the extent, if any, that such powers and
authority shall be limited by the resolution appointing the executive
committee; and except also that the executive committee shall not have the
power or authority of the board of directors with reference to amending the
Certificate of Incorporation; adopting an agreement of merger or
consolidation; recommending to the stockholders the sale, lease or exchange
of all or substantially all of the Corporation's property and assets;
recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution; amending the by-laws of the Corporation; or
approving a transaction in which any member of the executive committee,
directly or indirectly, has any material beneficial interest; and unless
the resolution or by-laws expressly so provide, the executive committee
shall not have the power or authority to declare a dividend or to authorize
the issuance of stock.
3. Tenure.
Subject to the provisions of Section 8 of this Article IV, each member of
the executive committee shall hold office until the next annual regular
meeting of the board of directors following his designation and until his
successor is designated as a member of the executive committee.
4. Meetings.
Regular meetings of the executive committee may be held without notice at
such times and places as the executive committee may fix from time to time
by resolution. Special meetings of the executive committee may be called
by any member thereof upon not less than one day's notice stating the
place, date and hour of the meeting, which notice may be written or oral.
Any members of the executive committee may waive notice of any meeting and
no notice of any meeting need be given to any member thereof who attends in
person. The notice of a meeting of the executive committee need not state
the business proposed to be transacted at the meeting.
5. Quorum.
A majority of the members of the executive committee shall constitute a
quorum for the transaction of business at any meeting thereof, and action
of the executive committee must be authorized by the affirmative vote of a
majority of the members present at a meeting at which a quorum is present.
6. Action Without a Meeting.
Any action required or permitted to be taken by the executive committee at
a meeting may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the members of the
executive committee.
7. Vacancies.
Any vacancy in the executive committee may be filled by a resolution
adopted by a majority of the full board of directors.
8. Resignations and Removal.
Any member of the executive committee may be removed at any time with or
without cause by resolution adopted by a majority of the full board of
directors. Any members of the executive committee may resign from the
executive committee at any time by giving written notice to the president
or secretary of the Corporation. Unless otherwise specified therein, such
resignation shall take effect upon receipt. The acceptance of such
resignation shall not be necessary to make it effective.
9. Procedure.
The executive committee shall elect a presiding officer from its members
and may fix its own rules of procedure which shall not be inconsistent with
these by-laws. It shall keep regular minutes of its proceedings and report
the same to the board of directors for its information at the meeting
thereof held next after the proceedings shall have been taken.
10. Other Committees.
The board of directors may by resolution establish an audit committee, a
loan committee or other committees composed of directors as they may
determine to be necessary or appropriate for the conduct of the business of
the Corporation and may prescribe the duties, constitution and procedures
thereof.
V. OFFICERS
1. General.
The officers of the Corporation shall be chosen by the board of directors
and shall be a president, a secretary and a treasurer. The chairman of the
board may also be designated as an officer. The board of directors may
designate one or more vice-presidents, assistant secretaries, assistant
treasurers and other officers. The offices of secretary and treasurer may
be held by the same person and a vice-president may also be either the
secretary or the treasurer. The officers of the Corporation need not be
either stockholders or directors of the Corporation.
2. Election.
The board of directors at its first meeting held after the annual meeting
of stockholders shall elect annually the officers of the Corporation who
shall exercise such powers and perform such duties as shall be set forth in
these by-laws and as determined from time to time by the board of
directors; and all officers of the Corporation shall hold office until
their successors are chosen and qualified, or until their earlier
resignation or removal. Any officer elected by the board of directors may
be removed at any time by the affirmative vote of a majority of the board
of directors. Any vacancy occurring in any office of the Corporation shall
be filled by the board of directors. The salaries of all officers of the
Corporation shall be fixed by the board of directors.
3. Removal.
Any officer 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, other than for cause, shall be without prejudice to the
contract rights, if any, of the person so removed.
4. Voting Securities Owned by the Corporation.
Powers of attorney, proxies, waivers of notice of meeting, consents and
other instruments relating to securities owned by the Corporation may be
executed in the name of and on behalf of the Corporation by the president
or any vice-president, and any such officer may, in the name of and on
behalf of the Corporation, take all such action as any such officer may
deem advisable to vote in person or by proxy at any meeting of security
holders of any corporation which the Corporation may own securities and at
any such meeting shall possess and may exercise any and all rights and
power incident to the ownership of such securities and which, as the owner
thereof, the Corporation might have exercised and possessed if present.
The board of directors may, by resolution, from time to time confer like
powers upon any other person or persons.
5. President.
The president shall be a director of the Corporation. The president or the
chairman of the board, as designated by the board of directors, shall be
the chief executive officer. The president shall, subject to the control
of the board of directors, have general supervision of the business of the
Corporation and shall see that all orders and resolutions of the board of
directors are carried into effect. He shall execute all bonds, mortgages,
contracts and other instruments of the Corporation requiring a seal, under
the seal of the Corporation, except where required or permitted by law to
be otherwise signed and executed and except that the other officers of the
Corporation may sign and execute documents when so authorized by these
by-laws, the board of directors or the president. If so designated by the
board of directors, the president shall preside at the annual meetings and
special meetings of the stockholders. The president shall also perform
such other duties and may exercise such other powers as from time to time
assigned to him by these by-laws or by the board of directors.
6. Vice-Presidents.
At the request of the president or in his absence or in the event of his
inability or refusal to act, the vice-president or the vice-presidents if
there is more than one (in the order designated by the board of directors)
shall perform the duties of the president, and when so acting, shall have
all the powers and be subject to all the restrictions upon the president.
Each vice-president shall perform such other duties and have such other
powers as the board of directors from time to time may prescribe. The
board of directors may designate one or more vice-presidents as executive
vice-president or senior vice-president. If there be no vice-president,
the board of directors shall designate the officer of the Corporation who,
in the absence of the president or in the event of the inability or refusal
of the president to act, 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.
7. Secretary.
The secretary shall attend all meetings of the board of directors and all
meetings of stockholders and record all the proceedings thereat in a book
or books to be kept for that purpose; the secretary shall also perform like
duties for the standing committees when required. The secretary shall
give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the board of directors, and shall perform such other
duties as may be prescribed by the board of directors or president, under
whose supervision he shall be. If the secretary shall be unable or shall
refuse to cause to be given notice of all meetings of the stockholders and
special meetings of the board of directors, and if there be no assistant
secretary, then either the board of directors or the president may choose
another officer to cause such notice to be given. The secretary shall have
custody of the seal of the Corporation and the secretary or any assistant
secretary, if there be one, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by the
signature of the secretary or by the signature of any such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by
his signature. The secretary shall see that all books, reports,
statements, certificates and other documents and records required by law to
be kept or filed are properly kept or filed, as the case may be.
8. Treasurer.
The treasurer shall have the custody of the corporate funds and securities
and shall keep full and accurate accounts of receipts and disbursements in
books belonging to the Corporation and shall deposit all moneys and other
valuable effects in the name and to the credit of the Corporation in such
depositories as may be designated by the board of directors. The treasurer
shall disburse the funds of the Corporation as may be ordered by the board
of directors, taking proper vouchers for such disbursements, and shall
render to the president and the board of directors, at its regular
meetings, or when the board of directors so requires, an account of all his
transactions as treasurer and of the financial condition of the
Corporation. If required by the board of directors, the treasurer shall
give the Corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the board of directors for the faithful
performance of the duties of his office and for the restoration to the
Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
Corporation.
9. Assistant Secretaries.
Except as may be otherwise provided in these by-laws, assistant
secretaries, if there be any, shall perform such duties and have such
powers as from time to time may be assigned to them by the board of
directors, the president, any vice-president, if there be one, or the
secretary, and in the absence of the secretary or in the event of his
disability or refusal to act, shall perform the duties of the secretary,
and when so acting, shall have all the powers of and be subject to all the
restrictions upon the secretary.
10. Assistant Treasurers.
Assistant treasurers, if there be any, shall perform such duties and have
such powers as from time to time may be assigned to them by the board of
directors, the president, any vice-president, if there be one, or the
treasurer, and in the absence of the treasurer, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
treasurer. If required by the board of directors, an assistant treasurer
shall give the Corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the board of directors for the
faithful performance of the duties of his office and for the restoration to
the Corporation, in case of his death, resignation, retirement or removal
from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
Corporation.
11. Other Officers.
Such other officers as the board of directors may choose shall perform such
duties and have such powers as from time to time may be assigned to them by
the board of directors. The board of directors may delegate to any other
officer of the Corporation the power to choose such other officers and to
prescribe their respective duties and powers.
12. Age Limitation - Officers.
No person shall be eligible for election, reelection, appointment, or
reappointment as an officer of the corporation if such person is then more
than 70 years of age. No officer shall serve beyond the annual meeting of
the corporation immediately following this attainment of 70 years of age;
except that any such officer serving on January 31, 1984 may complete the
unexpired portion of his term being served on such date. . . . However, an
officer shall, at the option of the Board, retire at age 65 if the officer
has served in an executive or high policy-making post for at least two
years immediately prior to retirement and is immediately entitled to
nonforfeitable annual retirement benefits of at least $44,000 per year.
VI. STOCK
1. Form of Certificates.
Every holder of stock in the Corporation shall be entitled to have a
certificate signed, in the name of the Corporation (i) by the chairman of
the board of directors, the president or a vice-president and (ii) by the
treasurer or an assistant treasurer, or the secretary or an assistant
secretary of the Corporation, certifying the number of shares owned by him
in the Corporation.
2. Signatures.
Where a certificate is countersigned by (i) a transfer agent other than the
Corporation or its employee, or (ii) a registrar other than the Corporation
or its employee, any other signature on the certificate may be a facsimile.
In case any officer 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 Corporation with the same effect as if he
were such officer at the date of issue.
3. Lost Certificates.
The board of directors may direct a new certificate to be issued in place
of any certificate theretofore issued by the Corporation alleged to have
been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate, the board of
directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or his legal representative, to advertise the same in such
manner as the board of directors shall require and/or to give the
Corporation a bond in such sum as it may direct as indemnity against any
claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.
4. Transfers.
Stock of the Corporation shall be transferable in the manner prescribed by
law and in these by-laws. Transfers of stock shall be made on the books of
the Corporation only by the person named in the certificate or by his
attorney lawfully constituted in writing and upon the surrender of the
certificate therefor, which shall be cancelled before a new certificate
shall be issued.
5. Record Date.
"In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment
thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights
in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the board of directors may fix, in
advance, a record date, which shall not be more than sixty days nor less
than ten days before the date of such meeting, nor more than sixty days
prior to any other action."
6. Beneficial Owners.
The Corporation shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to receive dividends,
and to vote as such owner, and to hold liable for calls and assessments a
person registered on its books as the owner of shares, and shall not be
bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by law.
VII. NOTICES
1. Notices.
Whenever written notice is required by law, the Certificate of
Incorporation or these by-laws, to be given to any director, member of a
committee or stockholder, such notice may be given by mail, addressed to
such director, member of a committee or stockholder, at his address as it
appears on the records of the Corporation, with postage thereon prepaid,
and such notice shall be deemed to be given at the time when the same shall
be deposited in the United States mail. Written notice may also be given
personally or by telegram, telex or cable.
2. Waivers of Notice.
Whenever any notice is required by law, the Certificate of Incorporation or
these by-laws, to be given to any director, member of a committee or
stockholder, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein,
shall be deemed equivalent thereto.
VIII. GENERAL PROVISIONS
1. Dividends.
Dividends upon the capital stock of the Corporation, subject to the
provisions of the Certificate of Incorporation if any, may be declared by
the board of directors at any regular or special meeting, and may be paid
in cash, in property, or in shares of the capital stock.
2. Disbursements.
All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the
board of directors may from time to time designate.
3. Fiscal Year.
The fiscal year of the Corporation shall be fixed by resolution of the
board of directors.
4. Corporate Seal.
The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to
be impressed or affixed or reproduced or otherwise.
IX. AMENDMENTS
1. These by-laws may be altered, amended or repealed, in whole or in
part, or new by-laws may be adopted by the stockholders or by the board of
directors, provided, however, that notice of such alteration, amendment,
repeal or adoption of new by-laws be contained in the notice of such
meeting of stockholders or board of directors as the case may be. All such
amendments must be approved by either the holders of at least 75 percent of
the outstanding capital stock entitled to vote thereon or by at least
two-thirds of the entire board of directors then in office.
2. Entire Board of Directors.
As used in this Article IX and in these by-laws generally, the term "entire
board of directors" means the total number of directors which the
Corporation would have if there were no vacancies.