BY-LAWS
THE CHASE MANHATTAN BANK
(formerly known as Chemical Bank)
AS AMENDED THROUGH
March 18, 1997
Office of the Secretary
270 Park Avenue, 35th floor
New York, NY 10017
CONTENTS
SUBJECT
Article
I Meetings of Stockholders
Section 1.01 Annual Meeting
Section 1.02 Special Meetings
Section 1.03 Quorum
II Board of Directors
Section 2.01 Number
Section 2.02 Vacancies
Section 2.03 Annual Meeting
Section 2.04 Regular Meetings
Section 2.05 Special Meetings
Section 2.06 Quorum
Section 2.07 Rules and Regulations
Section 2.08 Compensation
III Committees
Section 3.01 Executive Committee
Section 3.02 Examining Committee
Section 3.03 Other Committees
IV Officers and Agents
Section 4.01 Officers
Section 4.02 Clerks and Agents
Section 4.03 Term of Office
Section 4.04 Chairman of the Board
Section 4.05 President
Section 4.06 Vice Chairman of the Board
Section 4.07 Chief Financial Officer
Section 4.08 Controller
Section 4.09 Secretary
Section 4.10 General Auditor
Section 4.11 Powers and Duties of Other
Officers
Section 4.12 Fidelity Bonds
V Corporate Seal
VI Fiscal Year
VII Indemnification
Section 7.01 Right to Indemnification
Section 7.02 Contracts and Funding
Section 7.03 Employee Benefit Plans
Section 7.04 Indemnification Not Exclusive Right
Section 7.05 Advancement of Expenses; Procedures
VIII By-laws
Section 8.01 Inspection
Section 8.02 Amendments
Section 8.03 Construction
BY-LAWS
OF
THE CHASE MANHATTAN BANK
ARTICLE I
Meetings of Stockholders
Section 1.01. Annual Meeting. The annual meeting of stockholders of The
Chase Manhattan Bank (herein called the Bank), shall be held in the Borough of
Manhattan, City of New York, State of New York, within the first four months of
each calendar year, on such date and at such time and place as the Board of
Directors (herein called the Board), may determine, for the election of
directors and the transaction of such other business as may properly come before
the meeting. Notice of such meeting, stating the purpose or purposes thereof and
the time when and the place where it is to be held and signed by the Chairman of
the Board (herein called the Chairman), the President, a Vice Chairman of the
Board or the Secretary or an Assistant Corporate Secretary of the Bank, shall be
served by personal delivery upon each stockholder of record entitled to vote at
such meeting not less than 10 nor more than 50 days before said meeting.
Section 1.02. Special Meetings. A special meeting of the stockholders may
be called at any time by the Board, the Chairman, the President, or a Vice
Chairman of the Board, or upon the request in writing of the holders of record
of not less than 40% of the outstanding capital stock. Notice of any special
meeting, stating the time, place and purpose or purposes thereof, shall be given
by personal delivery to the stockholders in the manner provided in Section 1.01
for the giving of notice of annual meetings of stockholders. In the case of any
meeting of stockholders, annual or special, called for a purpose requiring other
or further notice, such notice shall be given as required by law.
Section 1.03. Quorum. A majority of the outstanding common stock,
represented in person or by proxy, shall constitute a quorum at any meeting of
stockholders, unless otherwise provided by law; but less than a quorum may
adjourn any meeting, from time to time, and the meeting may be held as
adjourned, without further notice.
ARTICLE II
Board of Directors
Section 2.01. Number. The business and affairs of the Bank shall be managed
by or under the direction of a Board of Directors, of such number as may be
fixed from time to time by resolution adopted by the Board, but in no event less
than 7 or more than 25, selected, organized and continued in accordance with the
provisions of the New York Banking Law. Each director hereafter elected shall
hold office until the next annual meeting of the stockholders and until his
successor is elected and has qualified, or until his death or until he shall
resign or shall have been removed.
Section 2.02. Vacancies. In case of any increase in the number of
directors, the additional director or directors, and in case of any vacancy in
the board due to death, resignation, removal, disqualification or any other
cause, the successors to fill the vacancies, not exceeding one-third of the
entire Board, shall be elected by a majority of the directors then in office.
Section 2.03. Annual Meeting. An annual meeting of the directors shall be
held each year, without notice, immediately following the annual meeting of
stockholders. The time and place of such meeting shall be designated by the
Board. At such meeting, the directors shall, after qualifying, elect from their
own number a Chairman of the Board, a President and one or more Vice Chairmen of
the
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Board, and shall elect or appoint such other officers authorized by these
By-laws as they may deem desirable, and appoint the Committees specified in
Article III hereof. The directors may also elect to serve at the pleasure of the
Board, one or more Honorary Directors, not members of the Board. Honorary
Directors of the Board shall be paid such compensation or such fees for
attendance at meetings of the Board, and meetings of other committees of the
Board, as the Board shall determine from time to time.
Section 2.04. Regular Meetings. The Board shall hold a regular meeting
without notice at the principal office of the Bank on the third Tuesday in each
month, with such exceptions as shall be determined by the Board, at such time as
shall be determined by the Board, unless another time or place, within or
without the State, shall be fixed by resolution of the Board. Should the day
appointed for a regular meeting fall on a legal holiday, the meeting shall be
held at the same time on the preceding day or on such other day as the Board may
order.
Section 2.05. Special Meetings. Special meetings of the Board shall be held
whenever called by the Chairman, the President, a Vice Chairman of the Board,
the Secretary or a majority of the directors at the time in office. A notice
shall be given as hereinafter in this Section provided of each such special
meeting, in which shall be stated the time and place of such meeting, but,
except as otherwise expressly provided by law or by these By-laws, the purposes
thereof need not be stated in such notice. Except as otherwise provided by law,
notice of each such meeting shall be mailed to each director, addressed to him
at his residence or usual place of business, at least two (2) days before the
day on which such meeting is to be held, or shall be sent addressed to him at
such place by telegraph, cable, wireless or other form of recorded communication
or be delivered personally or by telephone not later than noon of the calendar
day before the day on which such meeting is to be held. At any regular or
special meeting of the Board, or any committee thereof, one or more Board or
committee members may participate in such meeting by means of a conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time. This type of participation
shall constitute presence in person at the meeting. Notice of any meeting of the
Board shall not, however, be required to be given to any director who submits a
signed waiver of notice whether before or after the meeting, or if he shall be
present at such meeting; and any meeting of the Board shall be a legal meeting
without any notice thereof having been given if all the directors of the Bank
then in office shall be present thereat.
Section 2.06. Quorum. One-third of the members of the entire Board, or the
next highest integer in the event of a fraction, shall constitute a quorum, but
if less than a quorum be present, a majority of those present may adjourn any
meeting from time to time and the meeting may be held as adjourned without
further notice.
Section 2.07. Rules and Regulations. The Board may adopt such rules and
regulations for the conduct of its meetings and the management of the affairs of
the Bank as it may deem proper, not inconsistent with the laws of the State of
New York or these By-laws.
Section 2.08. Compensation. Directors shall be entitled to receive from the
Bank such fees for attendance at meetings of the Board or of any committee, or
both, as the Board from time to time shall determine. The Board may also
likewise provide that the Bank shall reimburse each such director or member of
such committee for any expenses paid by him on account of his attendance at any
such meeting. Nothing in this Section contained shall be construed to preclude
any director from serving the Bank in any other capacity and receiving
compensation therefor.
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ARTICLE III
Committees
Section 3.01. Executive Committee. The Board, by resolution adopted by a
majority of the entire Board, shall appoint an Executive Committee which, when
the Board is not in session, shall have and may exercise all the powers of the
Board that lawfully may be delegated including, without limitation, the power
and authority to declare dividends. The Executive Committee shall consist of
such number of directors as the Board shall from time to time determine, but not
less than five and one of whom shall be designated by the Board as Chairman
thereof, as follows: (a) the Chairman of the Board, the President, the Vice
Chairmen of the Board; and (b) such other directors, none of whom shall be an
officer of the Bank, as shall be appointed to serve at the pleasure of the
Board. The Board, by resolution adopted by a majority of the entire Board, may
designate one or more directors as alternate members of the Executive Committee
and the manner and circumstances in which such alternate members shall replace
or act in the place of absent or disqualified members of the Executive
Committee. The attendance of one-third of the members of the Committee or their
substitutes, or the next highest integer in the event of a fraction, at any
meeting shall constitute a quorum, and the act of a majority of those present at
a meeting thereof at which a quorum is present shall be the act of the
Committee. All acts done and powers conferred by the Committee from time to time
shall be deemed to be, and may be certified as being done or conferred under
authority of the Board. The Committee shall fix its own rules and procedures,
and the minutes of the meetings of the Committee shall be submitted at the next
regular meeting of the Board at which a quorum is present, or if impracticable
at the next such subsequent meeting. The Committee shall hold meetings "On Call"
and such meetings may be called by the Chairman of the Executive Committee, the
Chairman of the Board, the President, a Vice Chairman of the Board, or the
Secretary. Notice of each such meeting of the Committee shall be given by mail,
telegraph, cable, wireless or other form of recorded communication or be
delivered personally or by telephone to each member of the Committee not later
than the day before the day on which such meeting is to be held. Notice of any
such meeting need not be given to any member of the Committee who submits a
signed waiver of notice whether before or after the meeting, or if he shall be
present at such meeting; and any meeting of the Committee shall be a legal
meeting without any notice thereof having been given, if all the members of the
Committee shall be present thereat. In the case of any meeting, in the absence
of the Chairman of the Executive Committee, such member as shall be designated
by the Chairman of the Executive Committee or the Executive Committee shall act
as Chairman of the meeting.
Section 3.02. Examining Committee. The Board, by resolution adopted by a
majority of the entire Board, shall appoint an Examining Committee composed of
not less than three of its members, none of whom shall be an officer of the
Bank, to hold office at its pleasure and one of whom shall be designated by the
Board as chairman thereof. The Committee shall make such examination into the
affairs of the Bank and its loans and discounts and make such reports in writing
thereof as may be directed by the Board or required by the Banking Law. The
attendance of one-third of the members of the Committee, or the next highest
integer in the event of a fraction, at any meeting shall constitute a quorum,
and the act of a majority of those present at a meeting thereof at which a
quorum is present shall be the act of the Committee.
Section 3.03. Other Committees. The Board, by resolution adopted by a
majority of the entire Board, may appoint, from time to time, such other
committees composed of not less than three of its members for such purposes and
with such duties and powers as the Board may determine. The attendance of
one-third of the members of such other committees, or the next highest integer
in the event of a fraction, at any meeting shall constitute a quorum, and the
act of a majority of those present at a meeting thereof at which a quorum is
present shall be the act of such other committees.
ARTICLE IV
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Officers and Agents
Section 4.01. Officers. The officers of the Bank shall be (a) a Chairman of
the Board, a President and one or more Vice Chairmen of the Board, each of whom
must be a director and shall be elected by the Board; (b) a Chief Financial
Officer, a Controller, a Secretary and a General Auditor, each of whom shall be
elected by the Board; and (c) may include a Chief Credit Officer, a Chief
Administrative Officer, a Chief Technology Officer, one or more Group Executives
and such other officers as may from time to time be elected by the Board or
under its authority, or appointed by the Chairman or the President or a Vice
Chairman of the Board.
Section 4.02. Clerks and Agents. The Board may elect and dismiss, or the
Chairman or the President or a Vice Chairman of the Board may appoint and
dismiss, or delegate to any other officers authority to appoint and dismiss,
such clerks, agents and employees as may be deemed advisable for the prompt and
orderly transaction of the Bank's business, and may prescribe, or authorize the
appointing officers to prescribe, their respective duties, subject to the
provisions of these By-laws.
Section 4.03. Term of Office. The officers designated in Section 4.01(a)
shall be elected by the Board at its annual meeting. The officers designated in
Section 4.01(b) may be elected at the annual or any other meeting of the Board.
The officers designated in Section 4.01(c) may be elected at the annual or any
other meeting of the Board or appointed at any time by the designated proper
officers. Any vacancy occurring in any office designated in Section 4.01(a) may
be filled at any regular or special meeting of the Board. The officers elected
pursuant to Section 4.01(a) shall each hold office for the term of one year and
until their successors are elected, unless sooner disqualified or removed by a
vote of two-thirds of the whole Board. The officers elected by the Board
pursuant to Section 4.01(b) of these By-laws shall hold office at the pleasure
of the Board. All other officers, clerks, agents and employees elected by the
Board, or appointed by the Chairman, the President or a Vice Chairman of the
Board, or under their authority, shall hold their respective offices at the
pleasure of the Board or officers elected pursuant to Section 4.01(a).
Section 4.04. Chairman of the Board. The Chairman shall be the chief
executive officer of the Bank and shall have, subject to the control of the
Board, general supervision and direction of the policies and operations of the
Bank. He shall preside at all meetings of the stockholders and at all meetings
of the Board. He shall have the right to execute any document or perform any act
which could be or is required to be executed or performed by the President of
the Bank. He shall have the power to sign checks, orders, contracts, leases,
notes, drafts and other documents and instruments in connection with the
business of the Bank, and together with the Secretary or an Assistant Corporate
Secretary to execute conveyances of real estate and other documents and
instruments to which the seal of the Bank is affixed. He shall perform such
other duties as from time to time may be prescribed by the Board.
Section 4.05. President. The President shall, subject to the direction and
control of the Board and the Chairman, participate in the supervision of the
policies and operations of the Bank. In general, the President shall perform all
duties incident to the office of President, and such other duties as from time
to time may be prescribed by the Board or the Chairman. In the absence of the
Chairman, the President shall preside at meetings of stockholders and of the
Board. The President shall have the same power to sign for the Bank as is
prescribed in these By-laws for the Chairman.
Section 4.06. Vice Chairman of the Board. The Vice Chairman of the Board,
or if there be more than one, then each of them, shall, subject to the direction
and control of the Board and the Chairman, participate in the supervision of the
policies and operations of the Bank, and shall have such other duties as may be
prescribed from time to time by the Board or the Chairman. In the absence of the
Chairman and the President, a Vice Chairman, as designated by the Chairman or
the Board, shall preside at meetings of the stockholders and of the Board. Each
Vice Chairman shall have the same power to sign for the Bank as is prescribed in
these By-laws for the Chairman.
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Section 4.07. Chief Financial Officer. The Chief Financial Officer shall
have such powers and perform such duties as the Board, the Chairman, the
President, or a Vice Chairman of the Board may from time to time prescribe,
which duties may include, without limitation, responsibility for strategic
planning, corporate finance, control, tax and auditing activities, and shall
perform such other duties as may be prescribed by these By-laws.
Section 4.08. Controller. The Controller shall exercise general supervision
of the accounting departments of the Bank. He shall be responsible to the Chief
Financial Officer and shall render reports from time to time relating to the
general financial condition of the Bank. He shall render such other reports and
perform such other duties as from time to time may be prescribed by the Chief
Financial Officer, a Vice Chairman of the Board, the President or the Chairman.
Section 4.09. Secretary. The Secretary shall:
(a) record all the proceedings of the meetings of the stockholders, the
Board and the Executive Committee in one or more books kept for that purpose;
(b) see that all notices are duly given in accordance with the provisions
of these By-laws or as required by law;
(c) be custodian of the seal of the Bank; and he may see that such seal or
a facsimile thereof is affixed to any documents the execution of which on behalf
of the Bank is duly authorized and may attest such seal when so affixed; and
(d) in general, perform all duties incident to the office of Secretary and
such other duties as from time to time may be prescribed by the Board and the
Chairman.
Section 4.10. General Auditor. The General Auditor shall exercise general
supervision of the Auditing Division. He shall audit the affairs of the Bank and
its subsidiaries, including appraisal of the soundness and adequacy of internal
controls and operating procedures and shall ascertain the extent of compliance
with policies and procedures of the Bank. He shall be responsible to the Board
and shall make such audits and prepare such regular reports as the Board, its
Examining Committee or the Chairman may, from time to time, require or as in his
judgment are necessary in the performance of his duties.
Section 4.11. Powers and Duties of Other Officers. The powers and duties of
all other officers of the Bank shall be those usually pertaining to their
respective offices, subject to the direction and control of the Board and as
otherwise provided in these By-laws.
Section 4.12. Fidelity Bonds. The Board, in its discretion, may require any
or all officers, agents, clerks and employees of the Bank to give bonds covering
the faithful performance of their duties or may obtain insurance covering the
same, in either case in form and amount approved by the Board, the premiums
thereon to be paid by the Bank.
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ARTICLE V
Corporate Seal
The corporate seal of the Bank shall be in the form of a circle and shall
bear the full name of the Bank and the words "Corporate Seal New York" together
with the logo of The Chase Manhattan Corporation.
ARTICLE VI
Fiscal Year
The fiscal year of the Bank shall be the calendar year.
ARTICLE VII
Indemnification
Section 7.01. Right to Indemnification. The Bank shall to the fullest
extent permitted by applicable law as then in effect indemnify any person (the
"Indemnitee") who was or is involved in any manner (including, without
limitation, as a party or a witness), or is threatened to be made so involved,
in any threatened, pending or completed investigation, claim, action, suit or
proceeding, whether civil, administrative or investigative (including, without
limitation, any action, suit or proceeding by or in the right of the Bank to
procure a judgment in its favor) (a "Proceeding") by reason of the fact that he
is or was a director, officer, employee or agent of the Bank, or is or was
serving at the request of the Bank as a director, officer or employee or agent
of another corporation, partnership, joint venture, trust or other enterprise
against all expenses (including attorney's fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection with
such Proceeding. Such indemnification shall be a contract right and shall
include the right to receive payment in advance of any expenses incurred by the
Indemnitee in connection with such Proceeding, consistent with the provisions of
applicable law as then in effect.
Section 7.02. Contracts and Funding. The Bank may enter into contracts with
any director, officer, employee or agent of the Bank in furtherance of the
provisions of this Article VII and may create a trust fund, grant a security
interest or use other means (including, without limitation, a letter of credit)
to ensure the payment of such amounts as may be necessary to effect
indemnification as provided in this Article VII.
Section 7.03. Employee Benefit Plans. For purposes of this Article VII,
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 Bank" shall include any service as a director, officer, employee, or
agent of the Bank 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 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 a corporation.
Section 7.04. Indemnification Not Exclusive Right. The right of
indemnification and advancement of expenses provided in this Article VII shall
not be exclusive of any other rights to which a person seeking indemnification
may otherwise be entitled, under any statute, by-law, 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. The provisions of this Article VII shall inure to the benefit of the
heirs and legal representatives of any person entitled to indemnity under this
Article
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VII and shall be applicable to Proceedings commenced or continuing after
the adoption of this Article VII whether arising from acts or omissions
occurring before or after such adoption.
Section 7.05. Advancement of Expenses; Procedures. In furtherance, but not
in limitation, of the foregoing provisions, the following procedures and
remedies shall apply with respect to advancement of expenses and the right to
indemnification under this Article VII:
(a) Advancement of Expenses. All reasonable expenses incurred by or on
behalf of the Indemnitee in connection with any Proceeding shall be advanced to
the Indemnitee by the Bank within twenty (20) days after the receipt by the Bank
of a statement or statements from the Indemnitee requesting such advance or
advances from time to time, whether prior to or after final disposition of such
Proceeding. Such statement or statements shall reasonably evidence the expenses
incurred by the Indemnitee and, if required by law at the time of such advance,
shall include or be accompanied by an undertaking by or on behalf of the
Indemnitee to repay the amounts advanced if, and to the extent, it should
ultimately be determined that the Indemnitee is not entitled to be indemnified
against such expenses.
(b) Written Request for Indemnification. To obtain indemnification under
this Article VII, an Indemnitee shall submit to the Secretary of the Bank a
written request, including such documentation and information as is reasonably
available to the Indemnitee and reasonably necessary to determine whether and to
what extent the Indemnitee is entitled to indemnification (the "Supporting
Documentation"). The determination of the Indemnitee's entitlement to
indemnification shall be made within a reasonable time after receipt by the Bank
of the written request for indemnification together with the Supporting
Documentation. The Secretary of the Bank shall, promptly upon receipt of such a
request for indemnification, advise the Board in writing that the Indemnitee has
requested indemnification.
(c) Procedure for Determination. The Indemnitee's entitlement to
indemnification under this Article VII shall be determined (i) by the Board by a
majority vote of a quorum (as defined in Article II of these By-laws) consisting
of directors who were not parties to such action, suit or proceeding, or (ii) if
such quorum is not obtainable, or, even if obtainable, a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or
(iii) by the stockholders, but only if a majority of the disinterested
directors, if they constitute a quorum of the Board, presents the issue of
entitlement to indemnification to the stockholders for their determination.
ARTICLE VIII
By-laws
Section 8.01. Inspection. A copy of the By-laws shall at all times be kept
in a convenient place at the principal office of the Bank, and shall be open for
inspection by stockholders during banking hours.
Section 8.02. Amendments. Except as otherwise specifically provided by
statute, these By-laws may be added to, amended, altered or repealed at any
meeting of the Board by vote of a majority of the entire Board, provided that
written notice of any such proposed action shall be given to each director prior
to such meeting, or that notice of such addition, amendment, alteration or
repeal shall have been given at the preceding meeting of the Board.
Section 8.03. Construction. The masculine gender, where appearing in these
By-laws, shall be deemed to include the feminine gender.
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