EXHIBIT 3(a)
Adopted: September 22, 1971
Amended: May 31, 1973
November 20, 1974
November 1, 1975
September 29, 1976
September 29, 1979
August 27, 1980
November 22, 1988
April 14, 1989
June 28, 1989
January 2, 1992
September 29, 1992
February 9, 1994
BY-LAWS
OF
TESORO PETROLEUM CORPORATION
(As Amended February 9, 1994)
ARTICLE I
MEETING OF STOCKHOLDERS
Section 1.1 ANNUAL MEETINGS. The annual meeting of the
stockholders for the election of directors and for the transaction of
such other business as properly may come before such meeting shall be
held on such date, and at such time and place within or without the
State of Delaware, as may be designated by the Board of Directors.
Section 1.2 SPECIAL MEETINGS. Special meetings of the
stockholders for any proper purpose or purposes may be called at any
time by the Board of Directors, the Chairman of the Board of
Directors, the President or any Vice President, to be held on such
date, and at such time and place within or without the State of
Delaware, as the Board of Directors, the Chairman of the Board of
Directors, the President, or a Vice President, whichever has called
the meeting, shall direct. A special meeting of the stockholders
shall be called by the Chairman of the Board of Directors, the
President, or any Vice President whenever stockholders holding shares
representing a majority of the votes of the shares of the Corporation
then issued and outstanding and entitled to vote on matters to be
submitted to stockholders of the Corporation shall make application
therefor in writing. Any such written request shall state a proper
purpose or purposes of the meeting and shall be delivered to the
Chairman of the Board of Directors, the President, or any Vice
President. A special meeting of the stockholders shall be called by
the Chairman of the Board of Directors, the President or any Vice
President, for the purpose of electing one additional member to the
Board of Directors in the event there should occur three tie votes of
the Board of Directors with respect to any matter or series of matters
at any meeting or series of meetings within a three consecutive month
period.
Section 1.3 NOTICE OF MEETING. Written notice, signed by the
Chairman of the Board of Directors, the President, any Vice President,
the Secretary or an Assistant Secretary, of every meeting of
stockholders (other than an adjourned meeting unless otherwise
required by statute) stating the purpose or purposes for which the
meeting is called, and the date and time when, and the place where, it
is to be held shall be either delivered personally or mailed to each
stockholder entitled to vote at such meeting not less than ten nor
more than sixty days before the meeting, except as otherwise provided
by statute. If mailed, such notice shall be directed to a stockholder
at his address as it shall appear on the stock books of the
Corporation, unless he shall have filed with the Secretary a written
request that notices intended for him be mailed to some other address,
in which case it shall be mailed to the address designated in such
request, and shall be given when deposited in the United States mail,
postage prepaid.
Section 1.4 QUORUM. The presence at any meeting, in person or by
proxy, of the holders of record of shares representing a majority of
the votes of the shares then issued and outstanding and entitled to
vote shall be necessary and sufficient to constitute a quorum for the
transaction of business, except where otherwise provided by statute.
Section 1.5 ADJOURNMENTS. In the absence of a quorum, a majority
of the votes of the stockholders entitled to vote, present in person
or by proxy, or, if no stockholder entitled
to vote is present in person or by proxy, any officer entitled to
preside at or act as secretary of such meeting, may adjourn the
meeting from time to time until a quorum shall be present.
Section 1.6 VOTING. Directors shall be chosen by a plurality of
the votes cast at the election, and, except where otherwise provided
by statute, or the Certificate of Incorporation, all other questions
shall be determined by a majority of the votes cast on such question.
Section 1.7 PROXIES. Any stockholders entitled to vote may vote
by proxy, provided that the instrument authorizing such proxy to act
shall have been executed in writing (which shall include telegraphing
or cabling) by the stockholder himself or by his duly authorized
attorney.
Section 1.8 JUDGES OF ELECTION. The Board of Directors may
appoint judges of election to serve at any election of directors and
at balloting on any other matter that may properly come before a
meeting of stockholders. If no such appointment shall be made, or if
any of the judges so appointed shall fail to attend, or refuse or be
unable to serve, then such appointment may be made by the presiding
officers at the meeting.
ARTICLE II
BOARD OF DIRECTORS
Section 2.1 NUMBER, ELECTION AND TERM OF OFFICE. The number of
directors which shall constitute the whole Board of Directors shall be
fixed from time to time by resolution of the Board of Directors but
shall not be less than three. The directors shall be elected at the
annual meeting of stockholders, except as provided in Section 2.2, and
each director elected at an annual meeting of stockholders, and
directors elected in the interim to fill vacancies and newly created
directorships shall hold office until the next annual meeting of
stockholders or until their successors are duly elected and qualified
or until their earlier resignation or removal. A director need not be
a stockholder.
Section 2.2 VACANCIES AND ADDITIONAL DIRECTORSHIPS. Unless
otherwise provided in the Certificate of Incorporation or these By-laws:
(1) vacancies and newly created directorships resulting from any
increase in the authorized number of directors elected by all of the
stockholders having the right to vote as a single class may be filled
by a majority of the directors then in office, although less than a
quorum; (2) whenever the holders of any class or classes of stock or
series thereof are entitled to elect one or more directors by the
Certificate of Incorporation, vacancies and newly created
directorships of such class or classes or series may be filled by a
majority of the directors elected by such class or classes or series
thereof then in office.
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Section 2.3 THE CHAIRMAN OF THE BOARD OF DIRECTORS. The Board of
Directors may appoint a Chairman of the Board of Directors who shall
be a director but need not be a stockholder of the Corporation. The
Chairman shall not by reason of said title, be or be deemed to be an
officer of the Corporation. The Chairman of the Board shall, when
present, preside at all meetings of the stockholders and of the Board
of Directors. He may sign, with an officer thereunto duly authorized,
certificates of stock of the Corporation, the issuance of which shall
have been duly authorized (the signature to which may be a facsimile
signature), and may sign and execute in the name of the Corporation
other instruments which the Board of Directors has authorized to be
executed. From time to time, he shall report to the Board of
Directors all matters within his knowledge which the interests of the
Corporation may require to be brought to their attention. He shall
perform such other duties as are given to him by these By-laws or as
from time to time may be assigned to him by the Board of Directors.
Section 2.4 MEETINGS. A meeting of the Board of Directors shall
be held for organization, for the election of officers and for the
transaction of such other business as may properly come before the
meeting, within thirty days after each annual election of directors.
The Board of Directors by resolution may provide for the holding
of regular meetings and may fix the times and places at which such
meetings shall be held. Notice of regular meetings shall not be
required to be given, provided that whenever the time or place of
regular meetings shall be fixed or changed, notice of such action
shall be mailed promptly to each director who shall not have been
present at the meeting at which such action was taken, addressed to
him at his residence or usual place of business.
Special meetings of the Board of Directors may be called by the
Chairman of the Board of Directors, the President, any Vice President
or any two directors. Except as otherwise required by statute, notice
of each special meeting shall be mailed to each director, addressed to
him at his residence or usual place of business, or shall be sent to
him at such place by telegram, radio or cable, or telephoned or
delivered to him personally, not later than two days before the day on
which the meeting is to be held. Such notice shall state the time and
place of such meeting, but unless otherwise required by statute, the
Certificate of Incorporation of the Corporation or these By-laws need
not state the purposes thereof.
Notice of any meeting need not be given to any director who shall
attend such meeting in person or who shall waive notice thereof,
before or after such meeting, in writing or by telegram, radio or
cable.
Section 2.5 QUORUM. One-third of the total number of members of
the Board of Directors as constituted from time to time, but not less
than two, shall be necessary and sufficient to constitute a quorum for
the transaction of business. In the absence of a quorum, a majority
of those present at the time and place of any meeting may adjourn the
meeting from time to time until a quorum shall be present, and the
meeting may be held
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as adjourned without further notice of waiver. A majority of those
present at any meeting at which a quorum is present may decide any
question brought before such meeting, except as otherwise provided by
law, the Certificate of Incorporation or these By-laws.
Section 2.6 RESIGNATION OF DIRECTORS. Any director may resign at
any time by giving written notice of such resignation to the Board of
Directors, the Chairman of the Board of Directors, the President, any
Vice President or the Secretary. Any such resignation shall take
effect at the time specified therein, or, if no time be specified,
upon receipt thereof by the Board of Directors or one of the
above-named officers; and, unless specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
Section 2.7 REMOVAL OF DIRECTORS. At any special meeting of the
stockholders, duly called for the purpose of removing a director or
directors as provided in these By-laws, any director or directors may,
by the affirmative vote of the holders of shares representing a
majority of the votes of all the shares of stock outstanding and
entitled to vote for the election of directors, be removed from
office, either for or without cause. Such vacancy shall be filled by
the directors as provided in Section 2.2.
Section 2.8 COMPENSATION OF DIRECTORS. Directors shall receive
such reasonable compensation for their service as such, whether in the
form of salary or a fixed fee for attendance at meetings, with
expenses, if any, as the Board of Directors may from time to time
determine. Nothing herein contained shall be construed to preclude
any director from serving the Corporation in any other capacity and
receiving compensation therefor.
Section 2.9 INDEMNIFICATION. The Corporation shall indemnify to
the full extent authorized or permitted by the laws of the State of
Delaware any person who is made, or threatened to be made, a party to
an action, suit or proceeding (whether civil, criminal, administrative
or investigative) by reason of the fact that he, his testator or
intestate is or was a director, officer or employee of the Corporation
or serves or served any other enterprise at the request of the
Corporation.
ARTICLE III
COMMITTEES OF THE BOARD
Section 3.1 DESIGNATION, POWER, ALTERNATE MEMBERS AND TERM OF
OFFICE. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees
including an Executive Committee, each committee to consist of one or
more of the directors of the Corporation. Any such committee, to the
extent provided in such resolution or in these By-laws, shall have and
may exercise all the powers and authority of the Board of Directors in
the management of the business and affairs of the Corporation, and may
authorize the seal of the Corporation to be affixed to all papers
which may require
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it; but no such committee shall have the power or authority in
reference to amending the Certificate of Incorporation, adopting an
agreement of merger of consolidation, recommending to the stockholders
the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution, or
amending the By-laws of the Corporation or, unless the resolution of
the Board of Directors establishing any such committee shall expressly
so provide or these By-laws shall expressly so provide, declaring a
dividend on the Corporation's capital stock or authorizing the
issuance of the Corporation's capital stock. The Board may designate
one or more directors as alternate members of any committee who, in
the order specified by the Board, may replace any absent or
disqualified member at any meeting of the committee. If at a meeting
of any committee one or more of the members thereof should be absent
or disqualified, and if either the Board of Directors has not so
designated any alternate member or members, or the number of absent or
disqualified members exceeds the number of alternate members who are
present at such meeting, then the member or members of such committee
(including alternates) present at any meeting and not disqualified
from voting, whether or not he or they constitute a quorum, may
unanimously appoint another director to act at the meeting in the
place of any such absent or disqualified member. The term of office
of the members of each committee shall be as fixed from time to time
by the Board, subject to these By-laws; PROVIDED, however, that any
committee member who ceases to be a member of the Board shall IPSO
FACTO cease to be a committee member. Each committee shall appoint a
secretary, who may be the Secretary of the Corporation or an Assistant
Secretary thereof.
Section 3.2 MEETINGS, NOTICES AND RECORDS. Each committee may
provide for the holding of regular meetings, with or without notice,
and may fix the time and place at which such meetings shall be held.
Special meetings of each committee shall be held upon call by or at
the direction of its chairman or, if there be no chairman, by or at
the direction of any two of its members, at the time and place
specified in the respective notices or waivers of notice thereof.
Notice of each special meeting of a committee shall be mailed to each
member of such committee, addressed to him at his residence or usual
place of business, at least two days before the day on which the
meeting is to be held, or shall be sent by telegram, radio or cable,
addressed to him at such place, or telephoned or delivered to him
personally not later than the day before the day on which the meeting
is to be held. Notice of any meeting of a committee need not be given
to any member thereof who shall attend the meeting in person or who
shall waive notice thereof, before or after such meeting, in writing
or by telegram, radio or cable. Notice of any adjourned meeting need
not be given. Each committee shall keep a record of its proceedings.
Section 3.3 QUORUM AND MANNER OF ACTING. At each meeting of any
committee the presence of one-third but not less than two of its
members then in office shall be necessary and sufficient to constitute
a quorum for the transaction of business, and the act of a majority of
the members present at any meeting at which a quorum is present shall
be the act of such committee. In the absence of a quorum, a majority
of the members present at the time and place of any meeting may
adjourn the meeting from time to time until a
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quorum shall be present. Subject to the foregoing and other
provisions of these By-laws and except as otherwise determined by the
Board of Directors, each committee may make rules for the conduct of
its business. Any determination made in writing and signed by all the
members of such committee shall be as effective as if made by such
committee at a meeting.
Section 3.4 RESIGNATIONS. Any member of a committee may resign
at any time by giving written notice of such resignation to the Board
of Directors, the Chairman of the Board of Directors, the President,
any Vice President or the Secretary. Any such resignation shall take
effect at the time specified therein, or if no time be specified, upon
receipt thereof by the Board of Directors or one of the above-named
officers; and, unless specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 3.5 REMOVAL. Any member of any committee may be removed
at any time by the Board of Directors with or without cause.
Section 3.6 VACANCIES. If any vacancy shall occur in any
committee by reason of death, resignation, disqualification, removal
or otherwise, the remaining members of such committee, though less
than a quorum, shall continue to act until such vacancy is filled by a
resolution passed by a majority of the whole Board of Directors.
Section 3.7 COMPENSATION. Committee members shall receive such
reasonable compensation for their services as such, whether in the
form of salary or a fixed fee for attendance at meetings, with
expenses, if any, as the Board of Directors may from time to time
determine. Nothing herein contained shall be construed to preclude
any committee member from serving the Corporation in any other
capacity and receiving compensation therefor.
ARTICLE IV
OFFICERS
Section 4.1 OFFICERS. The officers of the Corporation shall be a
President, one or more Vice Presidents (which may include Executive
Vice Presidents, Group Vice Presidents, Senior Vice Presidents and
other categories of Vice Presidents), a Secretary, a Treasurer, and
such other officers as may be appointed in accordance with the
provisions of Section 4.3).
Section 4.2 ELECTION, TERM OF OFFICE AND QUALIFICATIONS. Each
officer (except such officers as may be appointed in accordance with
the provisions of Section 4.3) shall be elected by the Board of
Directors. Each such officer (whether elected at the first meeting of
the Board of Directors after the annual meeting of stockholders or to
fill a vacancy otherwise) shall hold his office until the first
meeting of the Board of Directors after the
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next annual meeting of stockholders and until his successor shall have
been elected, or until his death, or until he shall have resigned in
the manner provided in Section 4.4 or shall have been removed in the
manner provided in Section 4.5.
Section 4.3 SUBORDINATE OFFICERS AND AGENTS. The Board of
Directors from time to time may appoint other officers or agents
(including one or more Assistant Vice Presidents, one or more
Assistant Secretaries and one or more Assistant Treasurers), to hold
office for such period, have such authority and perform such duties as
are provided in these By-laws or as may be provided in the resolutions
appointing them. The Board of Directors may delegate to any officer
or agent the power to appoint any such subordinate officers or agents
and to prescribe their respective terms of office, authorities and
duties.
Section 4.4 RESIGNATIONS. Any officer may resign at any time by
giving written notice of such resignation to the Board of Directors,
the President, any Vice President or the Secretary. Any such
resignation shall take effect at the time specified therein or, if no
time be specified, upon receipt thereof by the Board of Directors or
one of the above-named officers; and, unless specified therein, the
acceptance of such resignation shall not be necessary to make it
effective.
Section 4.5 REMOVAL. Any officer specifically designated in
Section 4.1 may be removed at any time, either with or without cause,
at any meeting of the Board of Directors by the vote of a majority of
all the Directors then in office. Any officer or agent appointed in
accordance with the provisions of Section 4.3 may be removed, either
with or without cause, by the Board of Directors at any meeting, by
the vote of a majority of the Directors present at such meeting, or by
any superior officer or agent upon whom such power of removal shall
have been conferred by the Board of Directors.
Section 4.6 VACANCIES. A vacancy in any office by reason of
death, resignation, removal, disqualification or any other cause shall
be filled for the unexpired portion of the term in the manner
prescribed by these By-laws for regular election or appointment to
such office.
Section 4.7 THE PRESIDENT. The President shall be the Chief
Executive Officer of the Corporation. Subject to the direction of the
Board of Directors, he shall have general charge of the business,
affairs and property of the Corporation and general supervision over
the officers and agents of the Corporation. He shall see that all
orders and resolutions of the Board of Directors are carried into
effect. In the absence of the Chairman of the Board, he shall preside
at all meetings of stockholders. He may sign, with any other officer
thereunto duly authorized, certificates of stock of the Corporation
the issuance of which shall have been duly authorized (the signature
to which may be a facsimile signature), and may sign and execute in
the name of the Corporation, deeds, mortgages, bonds, contracts,
agreements or other instruments duly authorized by the Board of
Directors except in cases where the signing and execution thereof
shall be expressly delegated by the Board of Directors or by statute
to some other officer or agent. He shall perform such other duties
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as are given to him by these By-laws or as from time to time may be
assigned to him by the Board of Directors.
Section 4.8 THE VICE PRESIDENTS. In the event of the absence or
disability of the President, any Vice President designated by the
President (or in the absence of such designation, the Vice President
designated by the Board of Directors) shall perform all the duties of
the President and, when so acting, shall have all the powers of and be
subject to all restrictions upon the President. Any Vice President
may also sign, with any other officer thereunto duly authorized,
certificates of stock of the Corporation the issuance of which shall
have been duly authorized (the signature to which may be a facsimile
signature), and may sign and execute in the name of the Corporation,
deeds, mortgages, bonds and other instruments duly authorized by the
Board of Directors, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by
statute to some other officer or agent. Each Vice President shall
perform such other duties as are given to him by these By-laws or as
from time to time may be assigned to him by the Board of Directors or
the President.
Section 4.9 THE SECRETARY. The Secretary shall
(a) record all the proceedings of the meetings of the
stockholders, the Board of Directors, and any committees in a
book or books to be kept for that purpose;
(b) cause all notices to be duly given in accordance with
the provisions of these By-laws and as required by statute;
(c) whenever any committee shall be appointed in pursuance
of a resolution of the Board of Directors, furnish the chairman
of such committee with a copy of such resolution;
(d) be custodian of the records and of the seal of the
Corporation, and cause such seal to be affixed to all
certificates representing stock of the Corporation prior to the
issuance thereof and to all instruments the execution of which on
behalf of the Corporation under its seal shall have been duly
authorized;
(e) see that the lists, books, reports, statements,
certificates and other documents and records required by statute
are properly kept and filed;
(f) have charge of the stock and transfer books of the
Corporation, and exhibit such stock book at all reasonable times
to such persons as are entitled by statute to have access
thereto;
(g) sign (unless the Treasurer or an Assistant Secretary or
an Assistant Treasurer shall sign) certificates representing
stock of the Corporation the issuance of which shall have been
duly authorized (the signature to which may be a facsimile
signature); and
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(h) in general, perform all duties incident to the office of
Secretary and such other duties as are given to him by these
By-laws or as from time to time may be assigned to him by the
Board of Directors or the President.
Section 4.10 ASSISTANT SECRETARIES. At the request of the
Secretary or in his absence or disability, the Assistant Secretary
designated by him (or in the absence of such designation, the
Assistant Secretary designated by the Board of Directors or the
President) shall perform all the duties of the Secretary and, when so
acting, shall have all the powers of and be subject to all
restrictions upon the Secretary. The Assistant Secretaries shall
perform such other duties as from time to time may be assigned to them
by the Board of Directors, the President or the Secretary.
Section 4.11 THE TREASURER. The Treasurer shall
(a) have charge of and supervision over and be responsible
for the funds, securities, receipts and disbursements of the
Corporation;
(b) cause the monies and other valuable effects of the
Corporation to be deposited in the name and to the credit of the
Corporation in such banks or trust companies or with such bankers
or other depositaries as shall be selected in accordance with
Section 5.3 of these By-laws or to be otherwise dealt with in
such manner as the Board of Directors may direct;
(c) cause the funds of the Corporation to be disbursed by
checks or drafts upon the authorized depositaries of the
Corporation, and cause to be taken and preserved proper vouchers
for all monies disbursed;
(d) render to the Board of Directors or the President,
whenever requested, a statement of the financial condition of the
Corporation and of all his transactions as Treasurer;
(e) cause to be kept at the Corporation's principal office
correct books of account of all its business and transactions and
such duplicate books of account as he shall determine and upon
application cause such books or duplicates thereof to be
exhibited to any director;
(f) be empowered, from time to time, to require from the
officers or agents of the Corporation reports or statements
giving such information as he may desire with respect to any and
all financial transactions of the Corporation;
(g) sign (unless the Secretary or an Assistant Secretary or
an Assistant Treasurer shall sign) certificates representing
stock of the Corporation the issuance of which shall have been
duly authorized (the signature to which may be a facsimile
signature); and
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(h) in general, perform all duties incident to the office of
Treasurer and such other duties as are given to him by these
By-laws or as from time to time may be assigned to him by the
Board of Directors or the President.
Section 4.12 ASSISTANT TREASURERS. At the request of the
Treasurer or in his absence or disability, the Assistant Treasurer
designated by him (or in the absence of such designation, the
Assistant Treasurer designated by the Board of Directors or the
President) shall perform all the duties of the Treasurer, and, when so
acting, shall have all the powers of and be subject to all
restrictions upon the Treasurer. The Assistant Treasurers shall
perform such other duties as from time to time may be assigned to them
by the Board of Directors, the President or the Treasurer.
Section 4.13 SALARIES. The salaries of the officers of the
Corporation shall be fixed from time to time by the Board of
Directors, except that the Board of Directors may delegate to any
person the power to fix the salaries or other compensation of any
officers or agents appointed in accordance with the provisions of
Section 4.3. No officer shall be prevented from receiving such salary
by reason of the fact that he is also a director of the Corporation.
Section 4.14 SURETY BONDS. If the Board of Directors shall so
require, any officer or agent of the Corporation shall execute to the
Corporation a bond in such sum and with such surety or sureties as the
Board of Directors may direct, conditioned upon the faithful discharge
of his duties, including responsibilities for negligence and for the
accounting for all property, funds or securities of the Corporation
which may come into his hands.
ARTICLE V
EXECUTION OF INSTRUMENTS AND
DEPOSIT OF CORPORATE FUNDS
Section 5.1 EXECUTION OF INSTRUMENTS GENERALLY. The Chairman of
the Board of Directors, the President, any Vice President, the
Secretary or the Treasurer, subject to the approval of the Board of
Directors, may enter into any contract or execute and deliver any
instrument in the name and on behalf of the Corporation. The Board of
Directors may authorize any officer or officers, or agent or agents,
to enter into any contract or execute and deliver any instrument in
the name and on behalf of the Corporation, and such authorization may
be general or confined to specific instances.
Section 5.2 BORROWING. No loans or advances shall be obtained or
contracted for, by or on behalf of the Corporation and no negotiable
paper shall be issued in its name, unless and except as authorized by
the Board of Directors. Such authorization may be general or confined
to specific instances. Any officer or agent of the Corporation
thereunto so
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authorized may obtain loans and advances for the Corporation, and for
such loans and advances may make, execute and deliver promissory
notes, bonds, or other evidences of indebtedness of the Corporation.
Any officer or agent of the Corporation thereunto so authorized may
pledge, hypothecate or transfer as security for the payment of any and
all loans, advances, indebtedness and liabilities of the Corporation,
any and all stocks, bonds, other securities and other personal
property at any time held by the Corporation, and to that end may
endorse, assign and deliver the same and so every act and thing
necessary or proper in connection therewith.
Section 5.3 DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited from time to time to its credit in such
banks or trust companies or with such bankers or other depositaries as
the Board of Directors may select, or as may be selected by any
officer or officers or agent or agents authorized so to do by the
Board of Directors. Endorsements for deposit to the credit of the
Corporation in any of its duly authorized depositaries shall be made
in such manner as the Board of Directors from time to time may
determine.
Section 5.4 CHECKS, DRAFTS, ETC. All checks, drafts or other
orders for the payment of money, and all notes or other evidences of
indebtedness issued in the name of the Corporation, shall be signed by
such officer or officers or agent or agents of the Corporation, and in
such manner, as from time to time shall be determined by the Board of
Directors.
Section 5.5 PROXIES. Proxies to vote with respect to shares of
stock of other corporations owned by or standing in the name of the
Corporation may be executed and delivered from time to time on behalf
of the Corporation by the Chairman of the Board of Directors, the
President or a Vice President or by any other person or persons
thereunto authorized by the Board of Directors.
ARTICLE VI
RECORD DATES
Section 6.1. 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,
conversation or exchange of stock or for the purpose of any other
lawful action, the Board of Directors may fix, in advance, a record
date, which shall be not more than sixty nor less than ten days before
the date of such meeting, nor more than sixty days prior to any other
action. Only those stockholders of record on the date so fixed shall
be entitled to any of the foregoing rights,
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notwithstanding the transfer of any such stock on the books of the
Corporation after any such record date fixed by the Board of
Directors.
ARTICLE VII
CORPORATE SEAL
Section 7.1. The corporate seal shall be circular in form and
shall bear the name of the Corporation and words and figures denoting
its organization under the laws of the State of Delaware and the year
thereof and otherwise shall be in such form as shall be approved from
time to time by the Board of Directors.
ARTICLE VIII
FISCAL YEAR
Section 8.1. The fiscal year of the Corporation shall begin on
the 1st day of January in each year and shall end on the 31st day of
December in the same year.
ARTICLE IX
AMENDMENTS
Section 9.1. Except as otherwise provided in Article VII of the
Certificate of Incorporation, all By-laws of the Corporation may be
amended, altered or repealed, and new By-laws may be made, by the
affirmative vote of the holders of record of shares representing a
majority of the votes of the outstanding shares of stock of the
Corporation entitled to vote cast at any annual or special meeting, or
by the affirmative vote of a majority of the Directors cast at any
regular or special meeting at which a quorum is present.
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