BY-LAWS
OF
LEE ENTERPRISES, INCORPORATED
(A Delaware corporation)
Effective January 23, 2001
ARTICLE I
OFFICES
SECTION 1. Principal Office. The principal office shall be at 229 South State
Street, in the City of Dover, County of Kent, State of Delaware, and the name of
the resident agent in charge thereof is THE PRENTICE-HALL CORPORATION SYSTEM,
INC.
SECTION 2. Other Offices. The corporation may also have an office or offices at
such other place or places, within or without the State of Delaware, as the
Board of Directors may from time to time designate or the business of the
corporation require.
ARTICLE II
STOCKHOLDERS' MEETINGS
SECTION 1. Annual Meetings. An annual meeting of the stockholders of the
corporation shall be held at such time and place within or without the State of
Delaware as may be determined by the Board of Directors, and as shall be
designated in the notice of said meeting, for the purpose of electing directors
and for the transaction of such other proper business, notice of which was given
in the notice of the meeting.
SECTION 2. Nomination of Directors and other business.
(a) Only persons who are nominated in accordance with the following procedures
shall be eligible for election as directors. Nominations of persons for
election as directors may be made at a meeting of stockholders only (x) by
or at the direction of the Board of Directors, (y) by any person or persons
authorized to do so by the Board or (z) by any stockholder of the
corporation entitled to vote for the election of directors at the meeting
who complies with the notice procedures set forth in this Section 2. Any
such nomination, other than those made by or at the direction of the Board
or by persons authorized by the Board, shall be made pursuant to timely
notice in writing to the Chairman of the Nominating Committee of the Board
of Directors. Such stockholder's notice of a proposed nomination shall set
forth, as to each person whom the stockholder proposes to nominate for
election or re-election as a director, (i) the name, age, business address
and residence address of the person, (ii) the principal occupation or
employment of the person, (iii) the class and number of shares of capital
stock of the corporation which are beneficially owned by the person, and
(iv) any other information relating to the person that is required to be
disclosed in solicitations for proxies for election of directors pursuant
to Regulation 14A under the Securities Exchange Act of 1934, as now or
hereafter amended; and as to the stockholder giving the notice, (v) the
name and record address of such stockholder and (vi) the class and number
of shares of the corporation which are beneficially owned by such
stockholder. The corporation may require any proposed nominee to furnish
such other information as may reasonably be required by the corporation to
determine the eligibility of such proposed nominee to serve as director. No
person shall be eligible for election as a director of the corporation
unless nominated in accordance with the procedures set forth herein and
unless qualified under the other provisions of these bylaws. If the
Chairman of the meeting determines that a nomination was not made in
accordance with the foregoing procedure, he or she shall so declare to the
meeting and the defective nomination shall be disregarded.
(b) To be properly brought before any annual or special meeting of
stockholders, business must be either (x) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the
Board, (y) otherwise properly brought before the meeting by or at the
direction of the Board, or (z) otherwise properly brought before the
meeting by a stockholder. In addition to any other applicable requirements,
for business to be properly brought before a meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the
Secretary of the corporation. A stockholder's notice to the Secretary shall
set forth with respect to each matter the stockholder proposes to bring
before the meeting (i) a brief description of the business desired to be
brought before the meeting and the reasons for conducting such business at
the meeting, (ii) the name and record address of the stockholder proposing
such business, (iii) the class and number of shares of the corporation
which are beneficially owned by the stockholder, and (iv) any material
interest of the stockholder in such business. Notwithstanding anything in
these bylaws to the contrary, no business shall be conducted at any meeting
of stockholders except in accordance with the procedures set forth in this
Section 2, provided, however, that nothing in this Section 2 shall be
deemed to preclude discussion by any stockholder of any business properly
brought before the meeting. If the Chairman of the meeting determines that
such business was not properly brought before the meeting in accordance
with the foregoing procedure, he or she shall so declare to the meeting,
and any such business not properly brought before the meeting shall not be
transacted.
(c) To be timely, a stockholder's notice of nomination or other business must
be delivered to, or mailed and received at, the principal executive offices
of the corporation, as to the annual meeting of stockholders, not later
than the date fixed annually by the Board of Directors and set forth in the
proxy statement for the preceding annual meeting. As to any other meeting
such notice shall be given not less than 40 days nor more that 65 days
prior to the meeting; provided, however, that in the event that less than
45 days' notice or prior public disclosure of the date of the meeting is
given or made to stockholders, notice by the stockholder to be timely must
be so received not later than the close of business on the 15th day
following the day on which such notice of the date of the special meeting
was mailed or such public disclosure was made, whichever first occurs.
SECTION 3. Special Meetings. Special meetings of the stockholders may be held at
such time and place within or without the State of Delaware as may be designated
in the notice of said meeting, upon call of the Board of Directors, the Chairman
of the Board, or the President.
SECTION 4. Notice of Meetings and Adjourned Meetings. Unless otherwise provided
by law, written notice of any meeting of the stockholders stating the place,
date, hour and purpose or purposes of the meeting shall be given not less than
ten (10) nor more than fifty (50) days before the date of the meeting to each
stockholder entitled to vote at such meeting. If mailed, notice shall be deemed
for all purposes to have been given when deposited in the United States mail,
postage prepaid, directed to the stockholder at the address of the stockholder
as it appears on the records of the corporation. An affidavit of the Secretary
or an Assistant Secretary or of the transfer agent of the corporation that the
notice has been given shall, in the absence of fraud, be prima facie evidence of
the facts stated therein.
When a meeting is adjourned to another time or place, notice need not be given
of the adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken, provided that if the adjournment is
for more than thirty (30) 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 of record entitled to vote at the meeting.
SECTION 5. Record Date for Determination of Stockholders. 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 stock record books
of the corporation shall not be closed, but the Board of Directors shall fix, in
advance, a record date, which shall not be more than sixty (60) nor less than
ten (10) days before the date of such meeting, nor more than sixty (60) days
prior to any other action.
A determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.
SECTION 6. Quorum. Except as otherwise provided by law or the Restated
Certificate of Incorporation of the corporation, a quorum of all meetings of
stockholders shall consist of the holders of record of stock representing a
majority of the voting power of all classes of the corporation, issued and
outstanding, entitled to vote at the meeting, present in person or by proxy. For
purposes of the foregoing, two or more classes or series of stock shall be
considered a single class if the holders thereof are entitled to vote together
as a single class at the meeting. In the absence of a quorum at any meeting or
any adjournment thereof, a majority of the voting power of those present in
person or by proxy and entitled to vote may adjourn such meeting from time to
time. At any adjourned meeting at which a quorum is present any business may be
transacted which might have been transacted at the meeting as originally called.
SECTION 7. Organization. Meetings of the stockholders shall be presided over by
the President. If he or she is not present, the Chairman of the Board or a Vice
President (in that order) shall preside. In their absence or inability to act,
another person designated by the President shall preside. The Secretary of the
corporation, or an Assistant Secretary, shall act as secretary of every meeting,
but if neither the Secretary nor an Assistant Secretary is present, the
presiding officer shall choose any person present to act as secretary of the
meeting.
SECTION 8. Voting. Except as provided in Section 9 or as otherwise provided by
law, each stockholder entitled to vote at any meeting of stockholders shall be
entitled to such number of votes as is specified, in respect of the class or
series of capital stock held by such stockholder, in the corporation's Restated
Certificate of Incorporation. Any vote of stock of the corporation may be given
by the stockholder entitled thereto in person or by his or her proxy appointed
by an instrument in writing, subscribed by such stockholder or his or her
attorney thereto authorized and delivered to the Secretary of the meeting;
provided, however, that no proxy shall be voted on after three (3) years from
its date unless said proxy provides for a longer period. Except as otherwise
required by law or the Restated Certificate of Incorporation or these By-Laws,
or in electing directors, all matters coming before any meeting of the
stockholders shall be decided by the vote of a majority of the voting power of
all classes of stock of the corporation present in person or by proxy at such
meeting and entitled to vote thereat, a quorum being present. At all elections
of directors the voting may, but need not be, by ballot and a plurality of the
votes cast thereat shall elect.
SECTION 9. Voting of Shares by Aliens. No more than twenty percent (20%) of the
outstanding shares of stock of the corporation entitled to vote on any matter
submitted to stockholders (including the election of directors) shall be voted,
directly or indirectly, by or for the account of all aliens as a group. All
references herein to "alien" shall include the representatives, associates and
affiliates of such alien. The term "alien", "representative", "associate", and
"affiliate" shall be defined as set forth in Subdivision (J) to Article FOURTH
of the Restated Certificate of Incorporation of the corporation.
SECTION 10. List of Stockholders. The officer who has charge of the stock ledger
of the corporation shall prepare and make, at least ten (10) 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
ten (10) 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 who is
present.
SECTION 11. Inspectors of Voting. Except as otherwise provided by statute, the
President or in his or her absence the Chairman of the meeting, shall appoint
one or more inspectors of voting for each meeting of stockholders.
SECTION 12. Meeting Procedures. Meetings of stockholders shall be conducted in a
fair manner but need not be governed by any prescribed rules of order. The
presiding officer's rulings on procedural matters shall be final. The presiding
officer is authorized to impose reasonable time limits on the remarks of
individual stockholders and may take such steps as such officer may deem
necessary or appropriate to assure that the business of the meeting is conducted
in a fair and orderly manner including, without limitation, to adjourn any
meeting and determine the date, time and place at which any adjourned meeting
shall be reconvened, unless otherwise determined by the Board of Directors.
ARTICLE III
DIRECTORS
SECTION 1. Powers, Number, Qualification, Term, Quorum and Vacancies. The
property, affairs and business of the corporation shall be managed by its Board
of Directors, consisting of such number as shall be fixed from time to time by
resolution adopted at a meeting of the stockholders or as may be determined by
the Board of Directors as hereinafter provided. The number of directors shall
never be less than three (3). The directors shall be divided into three classes
as nearly equal in number as possible, with the term of office of one class
expiring each year. Following expiration of terms for which they were elected,
each class of directors shall thereafter be elected for a three-year term. The
directors shall have power from time to time, and at any time, when the
stockholders as such are not assembled in a meeting, regular or special, to
increase or decrease their own number. During the intervals between annual
meetings of stockholders, any vacancy occurring in the Board of Directors caused
by resignation, removal, death or incapacity, and any newly created
directorships resulting from an increase in the number of directors, shall be
filled by a majority vote of the directors then in office, whether or not a
quorum. Each director chosen to fill a vacancy shall hold office for the
unexpired term in respect of which such vacancy occurred. Each director chosen
to fill a newly created directorship shall hold office until the next election
of the class for which such director shall have been chosen. When the number of
directors is changed, any newly created directorships or any decrease in
directorships shall be so apportioned among the classes as to make all classes
as nearly equal in number as possible. Each director shall serve until a
successor shall have been duly elected and qualified, except in the event of
resignation, removal, death or other incapacity.
Directors need not be stockholders. No alien (including the representatives,
associates and affiliates thereof) shall be eligible to serve as a director of
the corporation. The terms "alien", "representative", "associate", and
"affiliate", shall be defined as set forth in Subparagraph (J) to Article FOURTH
of the Restated Certificate of Incorporation of the corporation.
A majority of the members of the Board of Directors then acting, but in no event
less than one-third nor less than two (2) of the number of directors authorized,
acting at a meeting duly assembled, shall constitute a quorum for the
transaction of business, but if at any meeting of the Board of Directors there
shall be less than a quorum present, a majority of those present may adjourn the
meeting, without further notice, from time to time until a quorum shall have
been obtained.
SECTION 2. Meetings. Meetings of the Board of Directors shall be held at such
place within or outside the State of Delaware as may from time to time be fixed
by resolution of the Board of Directors, or as may be specified in the notice of
the meeting. Regular meetings of the Board of Directors shall be held at such
times as may from time to time be fixed by resolution of the Board of Directors,
and special meetings may be held at any time upon the call of the President or
any two (2) directors by oral, telegraphic, facsimile or other written notice
duly communicated to, served on, sent, or mailed to each director at his or her
principal address as recorded in the records of the corporation not less than
twenty-four (24) hours before such meeting. A meeting of the Board of Directors
shall be held without notice immediately after the annual meeting of
stockholders. Notice need not be given of regular meetings of the Board of
Directors held at times fixed by resolution of the Board of Directors. Meetings
may be held at any time without notice if all the directors are present, or if
at any time before or after the meeting those not present waive notice of the
meeting in writing.
SECTION 3. Action Without Meeting. Any action required or permitted to be taken
at any meeting of the Board of Directors, or any committee thereof, may be taken
without a meeting if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of the proceedings of the Board or committee.
SECTION 4. Committees. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of two (2) or more of the directors of the corporation. The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. Any
such committee, to the extent provided in the resolution, shall have and may
exercise the powers 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; provided, however, that in the
absence or disqualification of any member of such committee or committees, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or she or they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in the
place of any such absent or disqualified member.
SECTION 5. Dividends. Subject always to the provisions of the law and the
Certificate of Incorporation, the Board of Directors shall have full power to
determine whether any, and if any, what part of any, funds legally available for
the payment of dividends shall be declared in dividends and paid to
stockholders; the division of the whole or any part of such funds of the
corporation shall rest wholly within the lawful discretion of the Board of
Directors, and it shall not be required at any time, against such discretion, to
divide or pay any part of such funds among or to the stockholders as dividends
or otherwise; and the Board of Directors may fix a sum which may be set aside or
reserved over and above the capital paid in of the corporation as working
capital for the corporation or as a reserve for any proper purpose, and from
time to time may increase, diminish, and vary the same in its absolute judgment
and discretion.
SECTION 6. Removal of Directors. A director may be removed from office at any
time, but only for cause, by the affirmative vote of the holders of a majority
of the outstanding shares of stock entitled to vote for the election of
directors at a meeting of the stockholders called for that purpose.
SECTION 7. Indemnification of officers, directors, employees and aliens.
(a) Each officer, director, employee and agent of the corporation and each
person serving at the request of the corporation as an officer, director,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, shall be indemnified (including payment of expenses in
advance) by the corporation to the full extent from time to time provided
or authorized by the General corporation Law of the State of Delaware. This
right of indemnification shall not be exclusive of other indemnification
rights to which any such person may be entitled under contract, by-law,
vote of stockholders or disinterested directors, policy of insurance or
otherwise. The subsequent provisions of this By-law shall not limit or
otherwise modify the foregoing provision.
(b) The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation)
by reason of the fact that he or she is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection
with such action, suit or proceeding if he or she acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the
best interest of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he or she reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had reasonable cause to
believe that his or her conduct was unlawful.
(c) The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he or she is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection with the defense or settlement of such
action or suit if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of
any claim, issue or matter as to which such persons shall have been
adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.
(d) To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in subsections (b) and (c), or in defense of
any claim, issue or matter therein, he or she shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by
him or her in connection therewith.
(e) Any indemnification under subsections (b) and (c) (unless ordered by a
court) shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he or she has met
the applicable standard of conduct set forth in subsections (b) and (c).
Such determination shall be made (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to
such action, suit or proceeding, or (2) if such a quorum is not obtainable,
or, even if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (3) by the stockholders.
(f) Expenses incurred by an officer or director in defending a civil or
criminal action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such director or officer to
repay such amount if it shall ultimately be determined that he or she is
not entitled to be indemnified by the corporation as authorized in this
Section. Such expenses incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the board of directors
deems appropriate.
(g) The indemnification and advance of expenses provided by or granted pursuant
to, the other subsections of this section shall not be deemed exclusive of
any other rights to which those seeking indemnification and advancement of
expenses may be entitled under any by-law, agreement, vote of stockholders
or disinterested directors or otherwise, both as to action in his or her
official capacity and as to action in another capacity while holding such
office. The corporation shall have authority to enter into indemnification
agreements with its officers and directors, the terms of which shall be
approved by the board of directors.
(h) The corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him or her and incurred by him or her 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 him or her against such
liability under the provisions of this section.
(i) For purposes of this Section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under
the provisions of this Section with respect to the resulting or surviving
corporation as he or she would have with respect to such constituent
corporation if its separate existence had continued.
(j) For purposes of this Section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit
plan; and references to "serving at the request of the corporation" shall
include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such
director, officer, employee, or agent with respect to an employee benefit
plan, its participants, or beneficiaries; and a person who acted in good
faith and in a manner he or she reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this Section. References to "actions" or
"proceedings" shall include administrative or investigative inquiries as
well as suits at law or in equity.
(k) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized
or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
ARTICLE IV
OFFICERS, GROUPS AND STAFF
SECTION 1. Number. The Board of Directors at its first meeting after each annual
meeting of the stockholders, or at any time thereafter, shall elect a Chairman
of the Board, a President (acting as Chief Executive Officer), one or more Vice
Presidents (the number to be determined by the Board of Directors), a Secretary
and a Treasurer. The Board of Directors may elect or appoint from time to time
one or more Group Presidents, Assistant Secretaries and Assistant Treasurers and
such other officers and agents as it shall deem necessary.
SECTION 2. Term and Removal. Each elective officer shall hold office until the
next annual meeting of the Board of Directors, or until his or her successor is
elected and qualifies. Each appointive officer shall hold office at the will of
the Board of Directors. Any officer elected or appointed by the Board of
Directors may be removed, either with or without cause, at any time, by the
affirmative vote of a majority of the members of the Board of Directors then in
office. A vacancy in any office arising from any cause may be filled by the
Board of Directors.
SECTION 3. Chairman of the Board. The Chairman of the Board, in the absence of
the President, shall preside at all meetings of the Board of Directors, and
shall have such powers and perform such duties as may be assigned to him or her
by the President or the Board of Directors.
SECTION 4. President. The President shall be Chief Executive Officer of the
corporation, shall preside at all meetings of the Board of Directors, and shall
have general supervision of the business, affairs and property of the
corporation and over its several officers, subject to the control of the Board
of Directors. He or she shall be ex officio a member of all standing committees,
other than the Audit and Executive Compensation Committees, and shall see that
all orders and resolutions of the Board of Directors are carried into effect. He
or she shall make recommendations to the Board of Directors with respect to
corporate policies and other matters of importance which he or she believes
should be submitted for Board consideration. He or she shall have all the powers
usually vested in the office of a general manager and chief executive officer of
a corporation. He or she shall have power to execute contracts and other
documents on behalf of the corporation, under seal or otherwise, except as to
those matters as may be specifically reserved to the Board of Directors by
resolution adopted from time to time by the Board of Directors.
SECTION 5. Group Presidents. Each Group President shall be a corporate officer
and within the limitations placed by the policies adopted by the Board of
Directors or the President, shall be the chief operating officer of the
operating group assigned and shall in general supervise and control such
business and affairs of the group and operations assigned thereto and perform
such other duties as may be prescribed from time to time by the President or the
Board of Directors.
SECTION 6. Vice Presidents. Each Vice President shall have such powers and
perform such duties as may be assigned to him or her by the President or the
Board of Directors.
SECTION 7. Secretary. The Secretary shall attend all sessions of the Board of
Directors and all meetings of the stockholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose. He or she
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 President or the Board of Directors. He or she shall
keep in safe custody the seal of the corporation and, when authorized to do so,
affix the same to any instrument requiring it, and when so affixed it shall be
attested by his or her signature or by the signature of the Treasurer or an
Assistant Secretary.
SECTION 8. Treasurer. The Treasurer shall have charge and custody of and be
responsible for all funds and securities of the corporation; receive and give
receipts for monies due and payable to the corporation from any source
whatsoever and deposit all such monies in the name of the corporation in such
banks, trust companies or other depositaries as shall be selected in accordance
with the provisions of Article VI of these By-Laws; and, in general, perform all
of the duties incident to the office of Treasurer and such other duties as shall
from time to time be assigned to him or her by the President or the Board of
Directors.
SECTION 9. Assistant Secretaries and Assistant Treasurers. Assistant Secretaries
and Assistant Treasurers, if any, shall be elected or appointed by the Board of
Directors and shall have such powers and shall perform such duties as shall be
assigned to them by the President or the Board of Directors.
SECTION 10. Establishment of Groups. The Board of Directors or the President may
cause the business of the corporation to be divided into one or more groups,
based upon product or service, geographical territory, character and type of
operations, or upon such other basis as the Board of Directors or the President
may from time to time determine to be advisable. A group shall operate under the
authority and direction of a Group President and may operate under trade names
approved for such purpose as may be authorized by the Board of Directors or the
President.
SECTION 11. Group Officers. The Group President of a group, after authorization
by the President, may appoint any number of group officers (who shall not, by
virtue of such appointment, be corporate officers), and may remove any such
group officer. Such officers shall have such authority as may from time to time
be assigned by the Group President.
SECTION 12. Staff Officers. The President may appoint any number of staff
officers (who shall not, by virtue of such appointment, be corporate officers),
and may remove any such staff officer as the President may deem appropriate from
time to time. Such officers shall have such authority as may from time to time
be assigned by the President.
ARTICLE V
CERTIFICATES OF STOCK AND UNCERTIFICATED STOCK
SECTION 1. Certificates of Shares and Uncertificated Shares. The Board of
Directors may authorize the issuance of some or all of the shares of its common
stock without certificates. The authorization does not affect shares already
represented by certificates until they are surrendered to the corporation.
Shares of stock held by or for the account of aliens (including the
representatives, associates, and affiliates thereof) shall be represented by
"Foreign Share Certificates". The terms "alien", "representative", "associate"
and "affiliate" shall be defined as set forth in Subparagraph (J) of Article
FOURTH of the Restated Certificate of Incorporation of the corporation. All such
other shares of stock shall be represented by either "Domestic Share
Certificates" or, in the case of uncertificated stock, by such written
statements issued by the corporation in respect of uncertificated shares. All
such certificates or written statements shall be in such form and design as the
Board of Directors may approve and each certificate or written statement shall
be signed by the Chairman of the Board, the President or a Vice President and
the Secretary or Assistant Secretary, and shall express on its face its number,
date of issuance, the number of shares for which and the person to whom issued.
SECTION 2. Ownership, Control and Transfer of Shares. Not more than twenty
percent (20%) of the outstanding shares of stock of the corporation shall at any
time be owned or controlled, directly or indirectly, by or for the account of
all aliens as a group. Shares of stock shall be transferable on the books of the
corporation by the holder thereof in person or by duly authorized attorney upon
the surrender of the certificate representing shares to be transferred, properly
endorsed, or, in the case of uncertificated stock, by the registration of the
transfer of the uncertificated shares on the books of the corporation by the
holder thereof; provided, however, that shares of stock other than shares
represented by foreign share certificates shall be transferable to aliens or any
person holding for the account thereof only when the aggregate number of shares
of stock owned by or for the account of all aliens as a group will not then be
more than twenty percent (20%) of the number of shares outstanding. The Board of
Directors may direct that, before shares of stock shall be transferred on the
books of the corporation, the corporation may require information as to whether
the proposed transferee is an alien or will own the stock for the account of an
alien. The issuance or transfer of any of the shares of stock at any time
outstanding to an alien contrary to the provisions of this Section shall be
void. All references herein to "alien" shall include the representatives,
associates and affiliates of such alien. The terms "alien", "representative",
"affiliate", "associate", "control" and "person" shall be defined as set forth
in Subparagraph (J) to Article FOURTH of the Restated Certificate of
Incorporation of the corporation.
Transfers of shares of the capital stock of the corporation shall be made only
on the books of the corporation by the registered holder thereof, or by his or
her attorney thereunto authorized by power of attorney duly executed and filed
with the Secretary of the corporation, or with a transfer clerk or a transfer
agent appointed as in Section 4 of this Article provided, and on surrender of
the certificate or certificates for such shares properly endorsed and the
payment of all taxes thereon, or, in the case of uncertificated stock, by the
registration of the transfer of the uncertificated shares and the payment of all
taxes thereon. The person in whose name shares of stock stand on the books of
the corporation shall be deemed the owner thereof for all purposes as regards
the corporation; provided that whenever any transfer of shares shall be made for
collateral security, and not absolutely, such fact, if known to the Secretary of
the corporation, shall be so expressed in the entry of transfer. The Board may,
from time to time, make such additional rules and regulations as it may deem
expedient, not inconsistent with these By-Laws, concerning the issue, transfer,
and registration of certificates for shares or uncertificated shares of the
capital stock of the corporation.
The certificates of stock or written statement in respect of uncertificated
shares shall be signed by the Chairman of the Board, the President or a Vice
President and by the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer, and sealed with the seal of the corporation. If a
certificate of stock or written statement is countersigned (1) by a transfer
agent other than the corporation or its employee, or (2) by a registrar other
than the corporation or its employee, any other signature on the certificate or
written statement may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate of stock or written statement shall have ceased to be such officer,
transfer agent or registrar before such certificate of stock or written
statement is issued, it may be issued by the corporation with the same effect as
if he or she were such officer, transfer agent or registrar at the date of
issue.
SECTION 3. Lost, Stolen, Destroyed, or Mutilated Certificates. No certificate
for shares of stock in the corporation shall be issued in place of any
certificate alleged to have been lost, destroyed or stolen, except on production
of such evidence of such loss, destruction or theft and on delivery to the
corporation, if the Board of Directors shall so require, of a bond of indemnity
in such amount (not exceeding twice the value of the shares represented by such
certificate), upon such terms and secured by such surety as the Board of
Directors may in its discretion require.
SECTION 4. Transfer Agent and Registrar. The Board of Directors may appoint one
or more Transfer Clerks or one or more Transfer Agents and one or more
Registrars, and may require all certificates of stock to bear the signature or
signatures of any of them.
SECTION 5. Rules and Regulations. The Board of Directors shall have power and
authority to make all such rules and regulations as it may deem expedient
concerning the issue, transfer and registration of certificates for shares of
the capital stock of the corporation.
ARTICLE VI
BANK ACCOUNTS, CHECKS, LOANS, ETC.
SECTION 1. Bank Accounts and Checks. Such officers or agents of the corporation
as from time to time shall be designated by the Board of Directors shall have
authority to deposit any funds of the corporation in such banks or trust
companies as shall from time to time be designated by the Board of Directors;
and such officers or agents as from time to time shall be designated by the
Board of Directors shall have authority to withdraw from time to time any or all
of the funds of the corporation so deposited in any bank or trust company, upon
checks, drafts or other instruments or orders for the payment of money, drawn
against the account or in the name or behalf of the corporation, and made or
signed by such officers or agents; and each bank or trust company with which
funds of the corporation are so deposited is authorized to accept, honor, cash
and pay, without limit as to amount, all checks, drafts or other instruments or
orders for the payment of money, when drawn, made or signed by officers or
agents so designated by the Board of Directors, regardless of whether the same
are payable to the order of any officer or agent signing the same, until written
notice of the revocation by the Board of Directors of the authority of such
officers or agents shall have been received by such bank or trust company. The
officers of the corporation or any of them shall from time to time certify to
the banks or trust companies in which funds of the corporation are deposited,
the signatures of the officers or agents of the corporation so authorized to
draw against the same, and such signatures may include the signature of such
certifying officer or officers.
SECTION 2. Loans. Such officers or agents of the corporation as from time to
time shall be designated by the Board of Directors shall have authority to
effect loans, advances or other forms of credit at any time or times for the
corporation from such banks or trust companies as the Board of Directors shall
from time to time designate, and as security for the repayment of such loans,
advances or other forms of credit to assign, transfer, endorse and deliver,
either originally or in addition or substitution, any or all stocks, bonds,
rights and interests of any kind in or to stocks or bonds, certificates of such
rights or interests, deposits, accounts, documents covering merchandise, bills
receivable and other commercial paper and evidences of debt, at any time held by
the corporation; and for such loans, advances, or other forms of credit to make,
execute and deliver one or more notes, acceptances or other written obligations
of the corporation on such terms, and with such provisions as to the securities
including the sale or disposition thereof, as such officers or agents shall deem
proper; and also to sell to, or discount or rediscount with, such banks or trust
companies any and all commercial paper, bills receivable, acceptances and other
instruments and evidences of debt at any time held by the corporation, and to
that end to endorse, transfer and deliver the same. The officers of the
corporation or any of them shall from time to time certify the signatures of the
officers or agents so authorized, which may include the signature of such
certifying officer or officers, to each bank or trust company so designated by
the Board of Directors; and each such bank or trust company is authorized to
rely upon such certification until written notice of the revocation by the Board
of Directors of the authority of such officers or agents shall have been
received by such bank or trust company.
ARTICLE VII
FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of October in
each year and shall end on the thirtieth day of September next following, unless
otherwise determined by the Board of Directors.
ARTICLE VIII
CORPORATE SEAL
The corporate seal of the corporation shall consist of two concentric circles,
between which shall be the name of the corporation, and in the center shall be
inscribed the year of its incorporation and the words, "Corporate Seal,
Delaware".
ARTICLE IX
AMENDMENTS
The By-Laws of the corporation shall be subject to alteration, amendment or
repeal and new By-Laws not inconsistent with any provision of the Restated
Certificate of Incorporation or statute may be made, either by the affirmative
vote of the holders of record of stock representing a majority of the voting
power of all classes of stock of the corporation present in person or by proxy
at any annual or special meeting of the Stockholders and entitled to vote
thereat, a quorum being present, or by the affirmative vote of a majority of the
whole Board, given at any regular or special meeting of the Board, provided that
notice of the proposal to so make, alter, amend or repeal such By-Laws be
included in the notice of such meeting of the Board or the Stockholders, as the
case may be. By-Laws made, altered or amended by the Board may be altered,
amended or repealed by the Stockholders at any annual or special meeting
thereof.