BY-LAWS
OF
H. F. AHMANSON & COMPANY
ARTICLE I
OFFICES
SECTION 1.01 Registered Office. The registered office
of H. F. Ahmanson & Company (hereinafter called the Corporation) in
the State of Delaware shall be at 229 South State Street, City of
Dover, County of Kent, and the name of the registered agent at that
address shall be The Prentice-Hall Corporation System, Inc.
SECTION 1.02 Principal Office. The principal office for
the transaction of the business of the Corporation shall be at 4900
Rivergrade Road, Irwindale, California. The Board of Directors
(hereinafter called the "Board") is hereby granted full power and
authority to change said principal office from one location to
another.
SECTION 1.03 Other Office. The Corporation may also
have an office at such other place or places, either within or
without the State of Delaware, as the Board may from time to time
determine or as the business or the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 2.01 Annual Meetings. Annual meetings of the
stockholders of the Corporation for the purpose of electing
directors and for the transaction of such other proper business as
may come before such meetings shall be held on such date, and at
such time or place, as the board shall determine by resolution.
SECTION 2.02 Special Meetings. Special meetings of the
stockholders for any purpose or purposes may be called by the Board
or a committee of the Board which has been duly designated by the
Board and whose powers and authority, as provided in a resolution
of the Board or in these By-Laws, include the power to call such
meetings. Unless otherwise prescribed by statute or by the
Certificate of Incorporation, special meetings may not be called by
any other person or persons. No business may be transacted at any
special meeting of stockholders other than such business as may be
designated in the notice calling such meeting.
SECTION 2.03 Place of Meetings. All meetings of the
stockholders shall be held at such places, within or without the
State of Delaware, as may from time to time be designated by the
person or persons calling the respective meeting and specified in
the respective notices or waivers of notice thereof.
SECTION 2.04 Notice of Meetings. Except as otherwise
required by law, notice of each meeting of the stockholders,
whether annual or special, shall be given not less than ten (10)
nor more than sixty (60) days before the date of the meeting to
each stockholder of record entitled to vote at such meeting by
delivering a typewritten or printed notice thereof to him
personally, or by depositing such notice in the United States mail,
in a postage prepaid envelope, directed to him at his post office
address furnished by him to the Secretary of the Corporation for
such purpose or, if he shall not have furnished to the Secretary
his address for such purpose, then at his post office address last
known to the Secretary, or by transmitting a notice thereof to him
at such address by telegraph, cable, or wireless. Except as
otherwise expressly required by law, no publication of any notice
of a meeting of the stockholders shall be required. Every notice
of a meeting of the stockholders shall state the place, date and
hour of the meeting, and, in the case of a special meeting, shall
also state the purpose or purposes for which the meeting is called.
Notice of any meeting of stockholders shall not be required to be
given to any stockholder who shall have waived such notice and such
notice shall be deemed waived by any stockholder who shall attend
such meeting in person or by proxy, except as a stockholder who
shall attend such meeting for the express purpose of objecting, at
the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Except as
otherwise expressly required by law, notice of any adjourned
meeting of the stockholders need not be given if the time and place
thereof are announced at the meeting at which the adjournment is
taken.
SECTION 2.05 Quorum. Except in the case of any meeting
for the election of directors summarily ordered as provided by law,
the holders of record of a majority in voting interest of the
shares of stock of the Corporation entitled to be voted thereat,
present in person or by proxy, shall constitute a quorum for the
transaction of business at any meeting of the stockholders of the
Corporation or any adjournment thereof. In the absence of a quorum
at any meeting or any adjournment thereof, a majority in voting
interest of the stockholders present in person or by proxy and
entitled to vote thereat or, in the absence therefrom of all the
stockholders, any officer entitled to preside at, or to act as
secretary of, such meeting may adjourn such meeting from time to
time. At any such 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 2.06 Voting.
(a) Each stockholder shall, at each meeting of the
stockholders, be entitled to vote in person or by proxy each share
or fractional share of the stock of the Corporation having voting
rights on the matter in question and which shall have been held by
him and registered in his name on the books of the Corporation:
(i) on the date fixed pursuant to Section 6.05 of
these By-Laws as the record date for the
determination of stockholders entitled to notice of
and to vote at such meeting, or
(ii) if no such record date shall have been so
fixed, then (a) at the close of business on the day
next preceding the day on which notice of the
meeting shall be given or (b) if notice of the
meeting shall be waived, at the close of business
on the day next preceding the day on which the
meeting shall be held.
(b) Shares of its own stock belonging to the Corporation
or to another corporation, if a majority of the shares entitled to
vote in the election of directors in such other corporation is
held, directly or indirectly, by the Corporation, shall neither be
entitled to vote nor be counted for quorum purposes. Persons
holding stock of the Corporation in a fiduciary capacity shall be
entitled to vote such stock. Persons whose stock is pledged shall
be entitled to vote, unless in the transfer by the pledgor on the
books of the Corporation he shall have expressly empowered the
pledgee to vote thereon, in which case only the pledgee, or his
proxy, may represent such stock and vote thereon. Stock having
voting power standing of record in the names of two or more
persons, whether fiduciaries, members of a partnership, joint
tenants, tenants in common, tenants by the entirety or otherwise,
or with respect to which two or more persons have the same
fiduciary relationship, shall be voted in accordance with the
provisions of the General Corporation Law of the State of Delaware.
(c) Any such voting rights may be exercised by the
stockholder entitled thereto in person or by his proxy appointed by
an instrument in writing, subscribed by such stockholder or by his
attorney thereunto authorized and delivered to the secretary of the
meeting; provided, however, that no proxy shall be voted or acted
upon after three years from its date unless said proxy shall
provide for a longer period. The attendance at any meeting of a
stockholder who may theretofore have given a proxy shall not have
the effect of revoking the same unless he shall in writing so
notify the secretary of the meeting prior to the voting of the
proxy. At any meeting of the stockholders all elections of directors, except as
otherwise provided in the Certificate of Incorporation, in these
By-Laws or by law, shall be decided by the vote of a majority of
the shares present in person or by proxy and entitled to vote
thereat and thereon, a quorum being present and all matters other
than the election of directors shall be decided by the vote of a majority
of the voting power of the outstanding shares of the Corporation entitled
to vote generally in the election of directors. The vote at any
meeting of the stockholders on any question need not be by ballot,
unless so directed by the chairman of the meeting. On a vote by
ballot each ballot shall be signed by the stockholder voting, or by
his proxy, if there be such proxy, and it shall state the number of
shares voted.
SECTION 2.07 List of Stockholders. The Secretary 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 duration thereof, and may be inspected by any
stockholder who is present.
SECTION 2.08 Judges. If at any meeting of the
stockholders a vote by written ballot shall be taken on any
question, the chairman of such meeting may appoint a judge or
judges to act with respect to such vote. Each judge so appointed
shall first subscribe an oath faithfully to execute the duties of
a judge at such meeting with strict impartiality and according to
the best of his ability. Such judges shall decide upon the
qualification of the voters and shall report the number of shares
represented at the meeting and entitled to vote on such question,
shall conduct and accept the votes, and, when the voting is
completed, shall ascertain and report the number of shares voted
respectively for and against the question. Reports of judges shall
be in writing and subscribed and delivered by them to the Secretary
of the Corporation. The judges need not be stockholders of the
Corporation, and any officer of the Corporation may be a judge on
any question other than a vote for or against a proposal in which
he shall have a material interest.
SECTION 2.09 Stockholder Proposals at Meetings of the
Stockholders.
(a) At an annual or special meeting of the stockholders,
only such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before a
stockholders' special meeting, business must be specified in the
notice of meeting (or any supplement thereto) given by or at the
direction of the Board. To be properly brought before a stockholders'
annual meeting, business must be (i) specified in the notice of meeting
(or any supplement thereto) given by or at the direction of the Board;
(ii) otherwise properly brought before the meeting by or at the direction
of the Board; or (iii) otherwise properly brought before the meeting by a
stockholder. In addition to any other applicable requirements, and
subject to any limitations on business which may be proposed or
transacted at such meeting, including the provisions of Section
2.02 of these By-Laws, for business to be properly brought before
an annual or special meeting by a stockholder, the stockholder must
have given timely notice thereof in writing to the Secretary of the
Corporation. To be timely with respect to an annual meeting, a
stockholder s notice must be received at the principal executive
office of the Corporation not less than sixty (60) days nor more
than one hundred twenty (120) days prior to the date of such annual
meeting; provided, however, that in the event that the first public
disclosure (whether by mailing of a notice to stockholders or the
New York Stock Exchange, press release or otherwise) of the date of
the annual meeting is made less than sixty-five (65) days prior to
the date of the meeting, notice by the stockholder will be timely
if received not later than the close of business on the tenth
(10th) day following the day on which such public disclosure was
first made. To be timely with respect to a special meeting, a
stockholder s notice must be received at the principal executive
office of the Corporation not later than the close of business on
the tenth (10th) day following the day on which the first public
disclosure (whether by mailing of a notice to stockholders or the
New York Stock Exchange, press release or otherwise) of the date of
the special meeting is made.
(b) A stockholder's notice to the Secretary shall set
forth, as to each matter the stockholder proposes to bring before
the annual or special meeting, (i) a reasonably detailed
description of any proposal to be made at such meeting; (ii) the
name and address, as they appear on the Corporation's stock
register, of the stockholder proposing such business; (iii) the
class and number of shares of capital stock of the Corporation
which are beneficially owned by the stockholder; (iv) any material
interest of the stockholder in such business; and (v) such other
information relating to the stockholder or the proposal as is
required to be disclosed under the rules of the Securities and
Exchange Commission governing the solicitation of proxies whether
or not such proxies are in fact solicited by the stockholder.
Notwithstanding anything in these By-Laws to the contrary, no
business shall be conducted at an annual or special stockholders
meeting except in accordance with the procedures set forth in this
Section 2.09; provided, however, that nothing in this Section 2.09
shall be deemed to preclude discussion by any stockholder of any
business properly brought before the annual or special meeting in
accordance with said procedures. The chairman of an annual or
special meeting shall, if the facts warrant, determine and declare
to the meeting that business was not properly brought before the
meeting in accordance with the provisions of this Section 2.09, and
if he should so determine, any such business not properly brought
before the meeting shall not be transacted.
ARTICLE III
BOARD OF DIRECTORS
SECTION 3.01 General Powers. The property, business and
affairs of the Corporation shall be managed by the Board.
SECTION 3.02 Number and Term of Office. The authorized
number of directors shall be such number as shall be determined
from time to time by a resolution adopted by a majority of the
Board or by the affirmative vote of the holders of not less than a
majority of the total voting power of all outstanding shares of
voting stock of the Corporation. Each of the directors of the
Corporation shall hold office until his successor shall have been
duly elected and shall qualify or until he shall resign or shall
have been removed in the manner hereinafter provided.
SECTION 3.03 Election of Directors. The directors shall
be elected by the stockholders of the Corporation, and at each
election the persons receiving the greatest number of votes, up to
the number of directors then to be elected, shall be the persons
then elected. The election of directors is subject to any
provisions contained in the Certificate of Incorporation relating
thereto, including any provisions for cumulative voting.
SECTION 3.04 Resignations. Any director of the
Corporation may resign at any time by giving written notice to the
Board or to the Secretary of the Corporation. Any such resignation
shall take effect at the time specified therein, or, if the time be
not specified, it shall take effect immediately upon its receipt;
and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
SECTION 3.05 Vacancies. Except as otherwise provided in
the Certificate of Incorporation, any vacancy or newly created directorship
in the Board, whether because of death, resignation, disqualification,
an increase in the number of directors, or any other cause, shall be filled
only by vote of the majority of the remaining directors, although less than a
quorum and may not be filled by any other persons. Each director so
chosen to fill a vacancy shall hold office until his successor shall have
been elected and shall qualify or until he shall resign or shall have
been removed in the manner hereinafter provided.
SECTION 3.06 Place of Meeting, Etc. The Board may hold
any of its meetings at such place or places within or without the
State of Delaware as the Board may from time to time by resolution
designate or as shall be designated by the person or persons
calling the meeting or in the notice or a waiver of notice of any
such meeting. Directors may participate in any regular or special
meeting of the Board by means of conference telephone or similar
communications equipment pursuant to which all persons
participating in the meeting of the Board can hear each other, and
such participation shall constitute presence in person at such
meeting.
SECTION 3.07 First Meeting. The Board shall meet as
soon as practicable after each annual election of directors and
notice of such first meeting shall not be required.
SECTION 3.08 Regular Meetings. Regular meetings of the
Board may be held at such times as the Board shall from time to
time by resolution determine. If any day fixed for a regular
meeting shall be a legal holiday at the place where the meeting is
to be held, then the meeting shall be held at the same hour and
place on the next succeeding business day not a legal holiday.
Except as provided by law, notice of regular meetings need not be
given.
SECTION 3.09 Special Meetings. Special meetings of the
Board may be called by the Chairman of the Board of Directors or
the President and shall be called by the President or Secretary on
the written request of two directors. Notice of all special
meetings of the Board shall be given to each director:
(a) by first-class mail, postage prepaid, deposited in
the United States mail in the city where the principal executive
office of the Corporation is located at least five (5) days before
the date of such meeting; or
(b) by telegram, charges prepaid, such notice to be
transmitted by the telegraph company in the city of the principal
executive office of the Corporation at least forty-eight (48) hours
before the time of holding such meeting; or
(c) by personal delivery, or orally in person or by
telephone, at least twenty-four (24) hours prior to the time of
holding such meeting.
Notice given in accordance with paragraph (a) above shall
conclusively be deemed to be given to a director if addressed to
the director at any address the person giving the notice has reason
to believe will result in actual notice to the director prior to
the time of the meeting. Notice given in accordance with paragraph
(b) or (c) above shall conclusively be deemed to be given to a
director if delivered in writing or communicated orally either to
the director or to a person whom the person giving the notice has
reason to believe will deliver or communicate it to the director
prior to the time of the meeting. Notice given in accordance with
paragraph (a), (b) or (c) above shall conclusively be deemed to be
given to a director if mailed or delivered to the last address
provided by the director to the Secretary of the Corporation for
such purpose. The notice need not specify the purpose of the
meeting, nor need it specify the place of the meeting if the
meeting is to be held at the principal executive office of the
Corporation.
Such notice may be waived by any director and any meeting
shall be a legal meeting without notice having been given if all
the directors shall be present thereat or those not present shall,
either before or after the meeting, sign a written waiver of notice
of, or a consent to, such meeting or shall after the meeting sign
the approval of the minutes thereof. All such waivers, consents or
approvals shall be filed with the corporate records or be made a
part of the minutes of the meeting.
SECTION 3.10 Quorum and Manner of Acting. Except as
otherwise provided in the Certificate of Incorporation or these
By-Laws or by law, the presence of a majority of the total number
of directors then in office shall be required to constitute a
quorum for the transaction of business at any meeting of the Board.
Except as otherwise provided in the Certificate of Incorporation or
these By-Laws or by law, all matters shall be decided at any such
meeting, a quorum being present, by the affirmative votes of a
majority of the directors present. In the absence of a quorum, a
majority of directors present at any meeting may adjourn the same
from time to time until a quorum shall be present. Notice of any
adjourned meeting need not be given. The directors shall act only
as a Board, and the individual directors shall have no power as
such.
SECTION 3.11 Action by Consent. Any action required or
permitted to be taken at any meeting of the Board or of any
committee thereof may be taken without a meeting if a written
consent thereto is signed by all members of the Board or of such
committee, as the case may be, and such written consent is filed
with the minutes of proceedings of the Board or committee.
SECTION 3.12 Compensation. The directors shall receive
only such compensation for their services as directors as may be
allowed by resolution of the Board. The Board may also provide
that the Corporation shall reimburse each such director for any
expense incurred by him on account of his attendance at any
meetings of the Board or Committees of the Board. Neither the
payment of such compensation nor the reimbursement of such expenses
shall be construed to preclude any director from serving the
Corporation or its subsidiaries in any other capacity and receiving
compensation therefor.
SECTION 3.13 Executive Committee. There may be an
Executive Committee of three or more directors appointed by the
Board, who may meet at stated times, or on notice to all by any of
their own number, during the intervals between the meetings of the
Board; they shall advise and aid the officers of the Corporation in
all matters concerning its interests and the management of its
business, and generally perform such duties and exercise such
powers as may be directed or delegated by the Board from time to
time. To the full extent permitted by law, the Board may delegate
to such committee authority to exercise all the powers of the Board
while the Board is not in session. Vacancies in the membership of
the committee shall be filled by the Board at a regular meeting or
at a special meeting for that purpose. The Executive Committee
shall keep written minutes of its meeting and report the same to
the Board when required. The provisions of Sections 3.08, 3.09,
3.10 and 3.11 of these By-Laws shall apply, mutatis mutandis, to
any Executive Committee of the Board.
SECTION 3.14 Other Committees. The Board may, by
resolution passed by a majority of the whole Board, designate one
or more other committees, each such committee to consist of one or
more of the directors of the Corporation. To the full extent
permitted by law, any such committee shall have and may exercise
such powers and authority as the Board may designate in such
resolution. Vacancies in the membership of a committee shall be
filled by the Board at a regular meeting or a special meeting for
that purpose. Any such committee shall keep written minutes of its
meetings and report the same to the Board when required. The
provisions of Sections 3.08, 3.09, 3.10 and 3.11 of these By-Laws
shall apply, mutatis mutandis, to any such committee of the Board.
SECTION 3.15 Notice of Director Nominations.
(a) Only persons who are nominated in accordance with the
following procedures shall be eligible for election as directors of
the Corporation. Nominations of persons for election to the Board
may be made at a meeting of stockholders (i) by or at the direction
of the Board by any nominating committee or person appointed by the
Board or (ii) 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 3.15. In addition
to any other applicable requirements, and subject to any
limitations on business which may be proposed or transacted at such
meeting, including the provisions of Section 2.02 of these By-Laws,
such stockholder nominations, other than those made by or at the
direction of the Board, shall be made pursuant to timely notice in
writing to the Secretary of the Corporation of the stockholder s
intention to make such nomination. To be timely with respect to an
annual meeting, such a stockholder s notice must be received at the
principal executive office of the Corporation not less than sixty
(60) days nor more than one hundred and twenty (120) days prior to
the date of such annual meeting; provided, however, that in the
event that the first public disclosure (whether by mailing of a
notice to stockholders or the New York Stock Exchange, press
release or otherwise) of the date of the annual meeting is made
less than sixty-five (65) days prior to the date of the meeting,
notice by the stockholder will be timely if received not later than
the close of business on the tenth (10th) day following the day on
which such public disclosure was first made. To be timely with
respect to a special meeting, a stockholder s notice must be
received at the principal executive office of the Corporation not
later than the close of business on the tenth (10th) day following
the day on which the first public disclosure (whether by mailing of
a notice to stockholders or the New York Stock Exchange, press
release or otherwise) of the date of the special meeting is made.
(b) Such stockholder s notice shall set forth (a) 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) such other information relating to the person
as would be required, under the rules of the Securities and
Exchange Commission, in a proxy statement soliciting proxies for
the election of such person whether or not such proxies are in fact
solicited for the election of such person; and (b) as to the
stockholder giving the notice (i) the name and address, as they
appear on the Corporation s stock register, of the stockholder;
(ii) the class and number of shares of capital stock of the
Corporation which are beneficially owned by the stockholder; and
(iii) such other information relating to the stockholder or the
nomination as is required to be disclosed under the rules of the
Securities and Exchange Commission governing the solicitation of
proxies whether or not such proxies are in fact solicited by the
stockholder. Such notice must also include a signed consent of
each such nominee to serve as a director of the Corporation, if
elected or re-elected. The Corporation may require any proposed
nominee to furnish such other information as may reasonably be
required by the Corporation to determine the eligibility for
election as a director of the Corporation. These provisions shall
not apply to nomination of any persons entitled to be separately
elected by holders of preferred stock of the Corporation. In the
event that a person is validly designated as a nominee in
accordance with the procedures specified above and shall thereafter
become unable or unwilling to stand for election to the Board, the
Board or the stockholder who proposed such nominee, as the case may
be, may designate a substitute nominee; provided, however, that in
the case of persons not nominated by the Board, such a substitution
may only be made if notice as provided above in this Section 3.15
is received at the principal executive office of the Corporation
not later than the earlier of (i) thirty (30) days prior to the
date of the annual meeting or (ii) ten (10) days after the
stockholder proposing the original nominee first learned that such
original nominee has become unable or unwilling to stand for
election. The chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made
in accordance with the foregoing procedure, and if he should so
determine, the defective nomination shall be disregarded.
ARTICLE IV
OFFICERS
SECTION 4.01 Number. The officers of the Corporation
shall include a President and a Secretary. The Board shall
designate from among its officers a Chief Executive Officer and may
designate a Chief Operating Officer and make such other
designations as it deems appropriate. A person may hold more than
one office providing the duties thereof can be consistently
performed by the same person.
SECTION 4.02 Other Officers. The Board may appoint such
other officers as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the Chief
Executive Officer or the Board.
SECTION 4.03 Election. Each of the officers of the
Corporation shall be chosen by the Board and shall hold his office
until he shall resign or shall be removed or otherwise disqualified
to serve, or his successor shall be elected and qualified.
SECTION 4.04 Salaries. The salaries of all officers of
the Corporation shall be fixed by the Board.
SECTION 4.05 Removal; Vacancies. Subject to the express
provisions of a contract authorized by the Board, any officer may
be removed, either with or without cause, at any time by the Board
or by any officer upon whom such power of removal may be conferred
by the Board. Any vacancy occurring in any office of the
Corporation shall be filled by the Board.
SECTION 4.06 The President. The President shall have
such powers and duties as may from time to time be assigned to him
by the Chief Executive Officer or the Board or as may be prescribed
by these By-Laws or applicable law. The President shall be an
ex-officio member of standing committees, if so provided in the
resolutions of the Board appointing the members of such committees.
SECTION 4.07 The Chief Executive Officer. The Chief
Executive Officer shall be the managing officer of the Corporation.
Subject to the control of the Board, the Chief Executive Officer
shall have general supervision, control and management of the
business and affairs of the Corporation, and general charge and
supervision of all officers, agents and employees of the
Corporation; shall see that all orders and resolutions of the Board
are carried into effect; and in general shall exercise all powers
and perform all duties incident to the managing officer of the
Corporation and such other powers and duties as may from time to
time be assigned to him by the Board or as may be prescribed by
these By-Laws or applicable law. He may execute and deliver in the
name of the Corporation all deeds, mortgages, bonds, contracts and
other instruments, except where required by law or these By-Laws to
be otherwise executed and delivered or where such execution and
delivery shall be expressly delegated by him or the Board to some
other officer or agent of the Corporation.
SECTION 4.08 The Chief Operating Officer. The Chief
Operating Officer shall have such powers and duties as may from
time to time be assigned to him by the Chief Executive Officer or
the Board. In the absence of the Chief Executive Officer, the
Chief Operating Officer shall have all the powers and shall perform
all the duties of the Chief Executive Officer.
SECTION 4.09 The Secretary and Assistant Secretary. The
Secretary shall attend all meetings of the Board and all meetings
of the stockholders and record all the proceedings of the meetings
of the Corporation and of the Board in a book to be kept for that
purpose and shall perform like duties for the standing and special
committees of the Board when required. He shall give, or cause to
be given, notice of all meetings of the stockholders and special
meetings of the Board, and shall perform such other duties as may
be prescribed by the Board or the Chief Executive Officer, under
whose supervision he shall act. He shall have custody of the
corporate seal of the Corporation and he, or an assistant
secretary, shall have authority to affix the same to any instrument
requiring it and, when so affixed, it may be attested by his
signature or by the signature of such assistant secretary. The
Board may give general authority to any other officer to affix the
seal of the Corporation and to attest the affixing by his
signature.
The assistant secretary, or if there be more than one,
the assistant secretaries in the order determined by the Board (or
if there be no such determination, then in the order of their
election), shall, in the absence of the Secretary or in the event
of his inability or his refusal to act, perform the duties and
exercise the powers of the Secretary and shall perform such other
duties and have such other powers as the Board may from time to
time prescribe.
ARTICLE V
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
SECTION 5.01 Checks, Drafts, Etc. All checks, drafts or
other orders for payment of money, notes or other evidence of
indebtedness payable by the Corporation shall be signed by such
person or persons and in such manner as, from time to time, shall
be determined by resolution of the Board. Each such person or
persons shall give such bond, if any, as the Board may require.
SECTION 5.02 Deposits. All funds of the Corporation not
otherwise employed shall be deposited from time to time to the
credit of the Corporation in such banks, trust companies or other
depositories as the Board may select, or as may be selected by any
officer or officers, assistant or assistants, agent or agents, or
attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board. For the purpose of deposit and
for the purpose of collection for the account of the Corporation,
the President, any Vice President or the Treasurer (or any other
officer or officers, assistant or assistants, agent or agents, or
attorney or attorneys of the Corporation who shall from time to
time be determined by the Board) may endorse, assign and deliver
checks, drafts and other orders for the payment of money which are
payable to the order of the Corporation.
SECTION 5.03 General and Special Bank Accounts. The
Board may from time to time authorize the opening and keeping of
general and special bank accounts with such banks, trust companies
or other depositories as the Board may select or as may be selected
by any officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation to whom such
power shall have been delegated by the Board. The Board may make
such special rules and regulations with respect to such bank
accounts, not inconsistent with the provisions of these By-Laws, as
it may deem expedient.
ARTICLE VI
SHARES AND THEIR TRANSFER
SECTION 6.01 Certificates for Stock. Every owner of
stock of the Corporation shall be entitled to have a certificate or
certificates, to be in such form as the Board shall prescribe,
certifying the number and class of shares of the stock of the
Corporation owned by him. The certificates representing shares of
such stock shall be numbered in the order in which they shall be
issued and shall be signed in the name of the Corporation by the
Chairman, Vice Chairman or President or a Vice President, and by
the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer. Any of or all of the signatures on the
certificates may be a facsimile. In case any officer, transfer
agent or registrar who has signed, or whose facsimile signature has
been placed upon, any such certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is
issued, such certificate may nevertheless be issued by the
Corporation with the same effect as though the person who signed
such certificate, or whose facsimile signature shall have been
placed thereupon, were such officer, transfer agent or registrar at
the date of issue. A record shall be kept of the respective names
of the persons, firms or corporations owning the stock represented
by such certificates, the number and class of shares represented by
such certificates, respectively, and the respective dates thereof,
and in case of cancellation, the respective dates of cancellation.
Every certificate surrendered to the Corporation for exchange or
transfer shall be canceled, and no new certificate or certificates
shall be issued in exchange for any existing certificate until such
existing certificate shall have been so canceled, except in cases
provided for in Section 6.04.
SECTION 6.02 Transfers of Stock. Transfers of shares of
stock of the Corporation shall be made only on the books of the
Corporation by the registered holder thereof, or by his attorney
thereunto authorized by power of attorney duly executed and filed
with the Secretary, or with a transfer clerk or a transfer agent
appointed as provided in Section 6.03, and upon surrender of the
certificate or certificates for such shares properly endorsed 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.
Whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact shall be so expressed in
the entry of transfer if, when the certificate or certificates
shall be presented to the Corporation for transfer, both the
transferor and the transferee request the Corporation to do so.
SECTION 6.03 Regulations. The Board may 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 shares of the stock of the Corporation. It may
appoint, or authorize any officer or officers to appoint, one or
more transfer clerks or one or more transfer agents and one or more
registrars, and may require all certificates for stock to bear the
signature or signatures of any of them.
SECTION 6.04 Lost, Stolen, Destroyed, and Mutilated
Certificates. In any case of loss, theft, destruction or
mutilation of any certificate of stock, another may be issued in
its place upon proof of such loss, theft, destruction or mutilation
and upon the giving of a bond of indemnity to the Corporation in
such form and in such sum as the Board may direct; provided,
however, that a new certificate may be issued without requiring any
bond when, in the judgment of the Board, it is proper so to do.
SECTION 6.05 Fixing Date for Determination of
Stockholders of Record. 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
other change, conversion or exchange of stock or for the purpose of
any other lawful action, the Board may 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. If in any case involving the
determination of stockholders for any purpose other than notice of
or voting at a meeting of stockholders the Board shall not fix such
a record date, the record date for determining stockholders for
such purpose shall be the close of business on the day on which the
Board shall adopt the resolution relating thereto. A determination
of stockholders entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of such meeting;
provided, however, that the Board may fix a new record date for the
adjourned meeting.
ARTICLE VII
INDEMNIFICATION
SECTION 7.01 Right of Indemnification. The Corporation
shall indemnify and hold harmless each person who is or was a
director or officer of the Corporation, and each person who is or
was serving at the request of the Corporation as a director or
officer of another Corporation, partnership, joint venture, trust
or other enterprise, to the fullest extent permitted by the laws of
Delaware, as from time to time in effect. The Corporation may, if
and to the extent authorized by the Board of Directors of the
Corporation in a specific case, indemnify and hold harmless
employees or agents of the Corporation or of such other enterprises
in the same manner and to the same extent. The obligations set
forth in this Section 7.01 shall inure to the benefit of heirs,
executors, administrators and personal representatives of those
entitled to the benefits of this Section 7.01 and shall be binding
upon any successor to the Corporation to the fullest extent
permitted by the laws of Delaware, as from time to time in effect.
This Section 7.01 shall be applicable whether or not the matters to
which the obligation to indemnify or hold harmless relates arose in
whole or part prior to the adoption of this Article, and shall not
be construed to limit the powers of the Board of Directors to
provide any other indemnification or other rights or benefits which
it may deem appropriate.
SECTION 7.02 Other Rights and Remedies. The benefits
provided by this Article shall not be deemed exclusive of any other
rights to which those seeking indemnification may be entitled under
any By-Laws, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and
shall 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.
SECTION 7.03 Insurance. Upon resolution passed by the
Board, the Corporation may 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 and incurred
by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify
him or hold him harmless against such liability under the
provisions of this Article.
SECTION 7.04 Constituent Corporations. For the purposes
of this Article, references to "the Corporation" include all
constituent corporations absorbed in a consolidation or merger as
well as the resulting or surviving corporation, so that any person
who is or was a director, officer, employee or agent of such a
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 Article with respect to the resulting or surviving corporation
as he would if he had served the resulting or surviving corporation
in the same capacity.
SECTION 7.05 Employee Benefit Plans. For purposes of
this Article, references to "other enterprises" shall include
employee benefit plans, 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 a duty
on, or involves services by, such director, officer, employee or
agent with respect to an employee benefit plan, its participants or
beneficiaries.
ARTICLE VIII
MISCELLANEOUS
SECTION 8.01 Seal. The Board shall provide a corporate
seal, which shall be in the form of a circle and shall bear the
name of the Corporation and words and figures showing that the
Corporation was incorporated in the State of Delaware and the year
of incorporation.
SECTION 8.02 Waiver of Notices. Whenever notice is
required to be given by these By-Laws or the Certificate of
Incorporation or by law, the person entitled to said notice may
waive such notice in writing, either before or after the time
stated therein, and such waiver shall be deemed equivalent to
notice.
SECTION 8.03 Fiscal Year. The fiscal year of the
Corporation shall begin the first day of January in each year.
SECTION 8.04 Amendments. Subject to the provisions of
the Certificate of Incorporation, these By-Laws and applicable law,
these By-Laws or any of them may be amended or repealed and new
By-Laws may be adopted (a) by the Board, by vote of a majority of
the number of directors then in office or (b) by the vote of the
holders of not less than a majority of the total voting power of
all outstanding shares of voting stock of the Corporation at an
annual meeting of stockholders, without previous notice, or at any
special meeting of stockholders, provided that notice of such
proposed amendment, repeal or adoption is given in the notice of
special meeting. Subject to the provisions of the Certificate of
Incorporation, any By-Laws adopted or amended by the stockholders
may be amended or repealed by the Board or the stockholders.
SECTION 8.05 Voting Stock. Unless otherwise ordered by
the Board, the Chairman of the Board shall have full power and
authority on behalf of the Corporation to attend and to act and
vote at any meeting of the stockholders of any corporation in which
the Corporation may hold stock and at any such meeting shall
possess and may exercise any and all rights and powers which are
incident to the ownership of such stock and which as the owner
thereof the Corporation might have possessed and exercised if
present. The Board by resolution from time to time may confer like
powers upon any other person or persons.