EXHIBIT 3.B
BYLAWS OF
LOUISIANA-PACIFIC CORPORATION
ARTICLE I. STOCKHOLDERS' MEETINGS
Section 1. Annual Meeting. The annual meeting of the stockholders
shall be held on the first Friday in the month of May in each year at
10:30 a.m. or at such other time or date in April or May of each year as shall
be fixed by the Board of Directors, for the election of directors and the
transaction of such other business as may properly come before the meeting.
If the date fixed for the annual meeting shall be a legal holiday in the place
of the meeting, the meeting shall be held on the next succeeding business day.
Section 2. Special Meetings. Special meetings of the stockholders for
any proper purposes, unless otherwise provided by the law of Delaware, may be
called by the Chairman or pursuant to resolution of the Board of Directors and
shall be called by the Chairman at the request in writing of a majority of the
directors. Business transacted at a special meeting of stockholders shall be
confined to the purpose or purposes of the meeting as stated in the notice of
the meeting.
Section 3. Place of Meetings. Meetings of the stockholders may be held
at such places, within or without the State of Delaware, as the Board of
Directors or the officer calling the same shall specify in the notice of such
meeting.
Section 4. Notice of Meeting. Written notice stating the place, day
and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall, unless otherwise prescribed
by statute, be given not less than ten nor more than sixty days before the
date of the meeting, either personally or by mail, by or at the direction of
the Chairman, the President, the Secretary, or other persons calling the
meeting, to each stockholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be given when deposited in the United
States mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the Corporation. When a meeting is adjourned to
another time or place, notice of the adjourned meeting need not be given
provided that the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken, the adjournment is
for no more than thirty days, and after the adjournment no new record date is
fixed for the adjourned meeting. Notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting if all the
conditions of the proviso in the preceding sentence are not met. At an
adjourned meeting the Corporation may transact any business which might have
been transacted at the original meeting.
Section 5. Quorum. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders except as otherwise provided
by statute or in the Certificate of Incorporation. If less than a majority of
the outstanding shares are represented at a meeting, a majority of the shares
so represented may adjourn the meeting from time to time. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed. The stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
Section 6. Organization. At each meeting of the stockholders the
Chairman, or in his absence or inability to act, the President, or in the
absence or inability to act of the Chairman and the President, a Vice
President, or in the absence of all the foregoing, any person chosen by a
majority of those stockholders present shall act as chairman of the meeting.
The Secretary, or, in his absence or inability to act, the Assistant Secretary
or any person appointed by the chairman of the meeting, shall act as secretary
of the meeting and keep the minutes thereof.
Section 7. Conduct of Business. The Board of Directors shall have
authority to determine from time to time the procedures governing, and the
rules of conduct applicable to, annual and special meetings of the
stockholders. Except as otherwise determined by the Board of Directors prior
to the meeting, the chairman of any stockholders meeting shall determine the
order of business and shall have authority in his discretion to adjourn such
meeting and to determine the procedures governing such meeting and to regulate
the conduct thereat, including, without limitation, imposing restrictions on
the persons (other than stockholders of the corporation or their duly
appointed proxies) who may attend any such stockholders meeting, determining
whether any stockholder or any proxy may be excluded from any stockholders
meeting based upon any determination by the chairman in his sole discretion
that any such person has unduly disrupted or is likely to disrupt the
proceedings thereat and specifying the circumstances in which any person may
make a statement or ask questions at any stockholders meetings.
Section 8. Voting. Except as otherwise provided by statute, the
Certificate of Incorporation, or any certificate duly filed pursuant to
Section 151 of the Delaware General Corporation Law, each stockholder shall be
entitled to one vote on each matter submitted to a vote at a meeting of
stockholders for each share of capital stock held of record by him on the date
fixed by the Board of Directors as the record date for the determination of
the stockholders who shall be entitled to notice of and to vote at such
meeting; or if such record date shall not have been so fixed, then at the
close of business on the day next preceding the day on which notice thereof
shall be given. Except as otherwise provided by statute, these Bylaws, or the
Certificate of Incorporation, any corporate action to be taken by vote of the
stockholders shall be authorized by a majority of the total votes, or when
stockholders are required to vote by class by a majority of the votes of the
appropriate class, cast at a meeting of stockholders by the holders of shares
present in person or represented by proxy and entitled to vote on such action.
Unless required by statute, or determined by the chairman of the meeting to be
advisable, the vote on any question need not be by written ballot and may be
by such other means as the chairman deems advisable under the circumstances.
On a vote by written ballot, each ballot shall be signed by the stockholder
voting, or by his proxy, if there be such proxy, and shall state the number of
shares voted.
Section 9. Proxies. Each stockholder entitled to vote at a meeting of
stockholders may authorize another person or persons to act for him by a proxy
signed by such stockholder or his attorney-in-fact. No proxy shall be valid
after the expiration of three years from the date thereof, unless otherwise
provided in the proxy.
Section 10. List of Stockholders. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten 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 days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced and kept at
the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.
Section 11. Inspectors. The Board of Directors may, in advance of any
meeting of stockholders, appoint one or more inspectors to act at such meeting
or any adjournment thereof. If the inspectors shall not be so appointed or if
any of them shall fail to appear or act, the chairman of the meeting may
appoint inspectors. The inspectors shall determine the number of shares
outstanding and the voting power of each, the number of shares represented at
the meeting, the existence of a quorum, the validity and effect of proxies,
and shall receive votes or ballots, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate all
votes or ballots, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the chairman of the meeting or any stockholder entitled to vote thereat, the
inspectors shall make a report in writing of any challenge, request or matter
determined by them and shall execute a certificate of any fact found by them.
No director or candidate for the office of director shall act as inspector of
an election of directors. Inspectors need not be stockholders.
Section 12. Denial of Action by Consent of Stockholders. No action
required to be taken or which may be taken at any annual or special meeting of
the stockholders of the Corporation may be taken without a meeting, and the
power of stockholders to consent in writing, without a meeting, to the taking
of any action is specifically denied.
Section 13. Nominations for Director. Nominations for election to the
Board of Directors may be made by the Board of Directors or by any stockholder
of record entitled to vote for the election of directors. Any stockholder
entitled to vote for the election of directors may nominate at a meeting
persons for election as directors only if written notice of such stockholder's
intent to make such nomination is given, either by personal delivery or by
certified mail, postage prepaid, addressed to the Chairman at the
Corporation's executive offices not later than (i) with respect to an election
to be held at an annual meeting of stockholders, 60 days prior to the date of
such meeting (provided that if such annual meeting of stockholders is held on
a date other than the first Friday in May, such written notice must be given
within 10 days after the first public disclosure of the date of the annual
meeting, including, without limitation, disclosure of the meeting date set
forth in any document or exhibit thereto filed by the Corporation with the
Securities and Exchange Commission), and (ii) with respect to an election to
be held at a special meeting of stockholders for the election of directors,
the close of business on the seventh day following the date on which notice of
such meeting is first given to stockholders. Each such notice shall set
forth: (a) the name and address, as they appear on the Corporation's stock
ledger, of the stockholder who intends to make the nomination and the name and
address of each person to be nominated; (b) a representation that such
stockholder is a holder of record of stock of the Corporation entitled to vote
at such meeting and intends to appear at the meeting in person or by proxy to
nominate the person or persons specified in the notice as directors; (c) a
description of all arrangements or understandings between such stockholder and
each proposed nominee and any other person or persons (naming such person or
persons) pursuant to which the nomination or nominations are to be made by
such stockholder; (d) such other information regarding each nominee proposed
by such stockholder as would be required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange Commission
were such nominee to be nominated by the Board of Directors; and (e) the
consent of each proposed nominee to serve as a director of the Corporation if
so elected. The chairman of any meeting of stockholders to elect directors
may refuse to permit the nomination of any person to be made without
compliance with the foregoing procedure.
Section 14. Notice of Stockholder Business. At any annual meeting of
the stockholders held after May 6, 1988, only such business shall be conducted
as shall have been brought before the meeting (a) by or at the direction of
the Board of Directors or (b) by any stockholder of record of the Corporation
who complies with the notice procedures set forth in this Section 14. For
business to be properly brought before an annual meeting by any such
stockholder, the stockholder must give written notice thereof to the Chairman,
either by personal delivery or by certified mail, postage prepaid, addressed
to the Chairman at the Corporation's executive offices not less than 60 nor
more than 90 days in advance of such meeting (provided that if such annual
meeting of stockholders is held on a date other than the first Friday in May,
such written notice must be given within 10 days after the first public
disclosure of the date of the annual meeting, including, without limitation,
disclosure of the meeting date set forth in any document or exhibit thereto
filed by the Corporation with the Securities and Exchange Commission). Each
such notice shall set forth as to each matter the stockholder proposes to
bring before the annual meeting (a) a brief description of the business
desired to be brought before the annual meeting and the reasons for conducting
such business at the annual meeting, (b) the name and address, as they appear
on the Corporation's stock ledger, of the stockholder proposing such business,
(c) a representation that such stockholder is a holder of record of stock of
the Corporation entitled to vote at such meeting and intends to appear at the
meeting in person or by proxy to propose such business, and (d) any material
interest of such stockholder in the proposed business. The chairman of an
annual meeting shall, if the facts warrant, determine and declare to the
meeting that any such business was not properly brought before the meeting and
in accordance with the provisions of this Section 14, and if he should so
determine, he shall so declare to the meeting and such business not properly
brought before the meeting shall not be transacted.
ARTICLE II. BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the Corporation
shall be managed under the direction of the Board of Directors.
Section 2. Number, Classification, Election and Qualification. The
number of directors of the Corporation shall be nine, but, by vote of a
majority of the entire Board of Directors or amendment of these Bylaws, the
number thereof may be increased or decreased to such greater or lesser number
(not less than three) as may be so provided. At the first election of
directors by the stockholders, the directors shall be divided into three
classes; the term of office of those of the first class to expire at the first
annual meeting thereafter; of the second class at the second annual meeting
thereafter; and of the third class at the third annual meeting thereafter. At
each annual election held after such classification and election, directors
shall be elected to succeed those whose terms expire, each such newly elected
director to hold office for a term of three years and until his successor is
elected or until his death, resignation, retirement or removal. Except as
otherwise provided by statute or these Bylaws, directors shall be elected at
the annual meeting of the stockholders, and the persons receiving a plurality
of the votes cast at such election shall be elected, provided that a quorum is
present at the meeting. Directors need not be stockholders.
Section 3. Place of Meetings. Meetings of the Board of Directors may
be held at such place, within or without the State of Delaware, as the Board
of Directors may from time to time determine or as shall be specified in the
notice or waiver of notice of such meeting.
Section 4. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this Bylaw immediately
after, and at the same place as, the annual meeting of stockholders for the
purpose of electing officers and the transaction of other business. The Board
of Directors may provide by resolution the time and place, either within or
without the State of Delaware, for holding of additional regular meetings
without other notice than such resolution.
Section 5. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the Chairman, President or any
two directors. The person or persons authorized to call special meetings of
the Board of Directors may fix any place, either within or without the State
of Delaware, as the place for holding any special meeting of the Board of
Directors called by them.
Section 6. Notice. Notice of any special meeting shall be given
personally or by telephone to each director at least twenty-four hours before
the time at which the meeting is to be held or shall be mailed to each
director, postage prepaid, at his residence or business address at least three
days before the day on which the meeting is to be held; provided that, in the
case of any special meeting to be held by conference telephone or similar
communications equipment, notice of such meeting may be given personally or by
telephone to each director not less than six hours before the time at which
the meeting is to be held. Except as otherwise specifically provided in these
Bylaws, neither the business to be transacted at, nor the purpose of any
regular or special meeting of the Board of Directors need be specified in the
notice of the meeting.
Section 7. Quorum and Manner of Acting. A majority of the entire Board
of Directors shall be present in person at any meeting of the Board of
Directors in order to constitute a quorum for the transaction of business at
such meeting, except that one-third of the entire Board of Directors present
in person at a meeting shall constitute a quorum if the Chairman is present at
the meeting. Except as otherwise specifically required by statute or the
Certificate of Incorporation, the vote of a majority of the directors present
at any meeting at which a quorum is present shall be the act of the Board of
Directors. In the absence of a quorum at any meeting of the Board of
Directors, a majority of the directors present or, if no director be present,
the Secretary, may adjourn such meeting to another time and place. At any
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally called. Except
as provided in Article III of these Bylaws, the directors shall act only as a
board of directors and the individual directors shall have no power as such.
Section 8. Organization. At each meeting of the Board of Directors,
the Chairman (or, in his absence or inability to act, the President, or in his
absence or inability to act, another director chosen by a majority of the
directors present) shall act as chairman of the meeting. The Secretary (or,
in his absence or inability to act, any person appointed by the chairman)
shall act as secretary of the meeting and keep the minutes thereof.
Section 9. Resignations. Any director of the Corporation may resign at
any time by giving written notice of his resignation to the Board of Directors
or Chairman or the President or the Secretary. Any such resignation shall
take effect at the time specified therein or, if the time when it shall become
effective shall not be specified therein, immediately upon its receipt; and,
unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.
Section 10. Vacancies and Newly Created Directorships. Vacancies and
newly created directorships resulting from any increase in the authorized
number of directors may be filled by a majority of the directors then in
office, though less than a quorum, or by a sole remaining director, and any
director so chosen shall hold office until the next election of the class for
which such director has been chosen and until his successor is elected and
qualified, or until his earlier resignation or removal. When one or more
directors shall resign from the Board of Directors, effective at a future
date, a majority of the directors then in office, including those who have so
resigned, shall have power to fill such vacancy or vacancies, the vote thereon
to take effect when such resignation or resignations shall become effective,
and each director so chosen shall hold office as provided in this section in
the filling of other vacancies.
Section 11. Removal of Directors. All or any number of the directors
may be removed at any time, but only for cause and only by the affirmative
vote of the holders of at least 75 percent of the outstanding Common Stock of
the Corporation at a meeting of the stockholders expressly called for that
purpose. A vacancy in the Board of Directors caused by any such removal may
be filled by such stockholders at such meeting, or if the stockholders shall
fail to fill such vacancy, as in these Bylaws provided.
Section 12. Compensation. The Board of Directors shall have authority
to fix the compensation, including fees and reimbursement of expenses, of
directors for services to the Corporation in any capacity, provided, no such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.
Section 13. Board and Committee Action Without Meeting. Any action
required or permitted to be taken at any meeting of the Board of Directors or
of any committee thereof may be taken without a meeting if all members of the
Board of Directors or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board of Directors or committee.
Section 14. Board and Committee Telephonic Meetings. A director or a
member of a committee designated by the Board of Directors may participate in
a meeting of the Board of Directors or such committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation shall
constitute presence in person at the meeting.
ARTICLE III. EXECUTIVE AND OTHER COMMITTEES
Section 1. Executive and Other Committees. The Board of Directors may,
by resolution passed by a majority of the whole Board of Directors, designate
one or more committees, each committee to consist of two or more of the
directors of the Corporation. The Board of Directors may designate one or
more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. In addition,
in the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any
such absent or disqualified member. Any such committee, to the extent
provided in the resolution, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to
be affixed to all papers which may require it; but no such committee shall
have the power or authority in reference to amending the Certificate of
Incorporation, adopting an agreement of merger or consolidation, recommending
to the stockholders the sale, lease or exchange of all or substantially all of
the Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution, or amending,
these Bylaws; and, unless the resolution expressly so provides, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock. Each committee shall keep written minutes of
its proceedings and shall report such minutes to the Board of Directors when
required. All such proceedings shall be subject to revision or alteration by
the Board of Directors, provided, however, that third parties shall not be
prejudiced by such revision or alteration.
Section 2. General. A majority of any committee may determine its
action and establish the time, place and procedure for its meetings, unless
the Board of Directors shall otherwise provide. Notice of such meetings shall
be given to each member of the committee in the manner provided for in Article
II, Section 6 or as the Board of Directors may otherwise provide. The Board
of Directors shall have power at any time to fill vacancies in, to change the
membership of, or to dissolve any such committee. Nothing herein shall be
deemed to prevent the Board of Directors from appointing one or more
committees consisting in whole or in part of persons who are not directors of
the Corporation; provided, however, that no such committee shall have or may
exercise any authority of the Board of Directors.
ARTICLE IV. EXCEPTIONS TO NOTICE REQUIREMENTS
Section 1. Waiver of Notice. Whenever notice is required to be given
under these Bylaws, a written waiver thereof, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a 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. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.
Section 2. Unlawful Notice. Whenever notice is required to be given
under these Bylaws to any person with whom communication is unlawful, the
giving of such notice to such person shall not be required and there shall be
no duty to apply to any governmental authority or agency for a license or
permit to give such notice to such person. Any action or meeting which shall
be taken or held without notice to any such person with whom communication is
unlawful shall have the same force and effect as if such notice has been duly
given.
ARTICLE V. OFFICERS
Section 1. Number, Election and Qualification. The elected officers of
the Corporation shall be a Chairman, a President, one or more Vice Presidents
(one or more of whom may be designated Executive Vice President or Senior Vice
President), a Secretary, and a Treasurer. Such officers shall be elected from
time to time by the Board of Directors, each to hold office until the meeting
of the Board of Directors following the next annual meeting of the
stockholders and until his successor is elected and qualified, or until his
earlier resignation or removal. The Board of Directors may from time to time
appoint such other officers (including a Chairman of the Executive Committee,
a Controller and one or more Assistant Vice Presidents, Assistant Secretaries,
Assistant Treasurers and Assistant Controllers), and such agents, as may be
necessary or desirable for the business of the Corporation. Such other
officers and agents shall have such duties as may be prescribed by the Board
of Directors and shall hold office during the pleasure of the Board of
Directors. Any two or more offices may be held by the same person. From and
after the distribution by G-P of the stock it presently holds in the
Corporation, no person who is serving as an officer or director of G-P shall
concurrently serve as an officer of the Corporation.
Section 2. Resignations. Any officer of the Corporation may resign at
any time by giving written notice of his resignation to the Board of
Directors, the Chairman, the President or the Secretary. Any such resignation
shall take effect at the time specified therein or, if the time when it shall
become effective shall not be specified therein, immediately upon its receipt;
and unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.
Section 3. Removal. Any officer or agent of the Corporation may be
removed either with or without cause, at any time, by the Board of Directors,
except that a vote of a majority of the entire Board of Directors shall be
necessary for the removal of an elected officer. Such removal shall be
without prejudice to the contractual rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights.
Section 4. Vacancies. A vacancy in any office may be filled for the
unexpired portion of the term of the office which shall be vacant, in the
manner prescribed in these Bylaws for the regular election or appointment of
such office.
Section 5. Chairman. The Chairman shall be the chief executive officer
of the Corporation, and shall have general direction over the management of
its business, properties and affairs. The Chairman shall preside, when
present, at all meetings of the stockholders and of the Board of Directors
and, in the absence of the Chairman of the Executive Committee, at all
meetings of the Executive Committee. He shall have general power to execute
bonds, deeds and contracts in the name of the Corporation and to affix the
corporate seal; to sign stock certificates; and to remove or suspend such
employees or agents as shall not have been elected or appointed by the Board
of Directors. In the absence or disability of the Chairman, his duties shall
be performed and his powers shall be exercised by the President.
Section 6. President. The President shall be the chief operating
officer of the Corporation and, subject to the direction of the Board of
Directors and the Chairman, he shall have general direction over the
operations of the Corporation. He shall have general power to execute bonds,
deeds and contracts in the name of the Corporation and to affix the corporate
seal; and to sign stock certificates.
Section 7. Vice Presidents. The several Vice Presidents shall perform
all such duties and services as shall be assigned to or required of them from
time to time, by the Board of Directors or the President, respectively, and
unless their authority be expressly limited shall act in the order of their
election in the place of the President, exercising all his powers and
performing his duties, during his absence or disability. The Board of
Directors however, may from time to time designate the relative positions of
the Vice Presidents of the Corporation and assign to any one or more of them
such particular duties as the Board of Directors may think proper.
Section 8. Secretary. The Secretary shall attend to the giving of
notice of all meetings of stockholders and of the Board of Directors and shall
record all of the proceedings of such meetings in a book to be kept for that
purpose. He shall have charge of the corporate seal and have authority to
attest any and all instruments or writings to which the same may be affixed.
He shall keep and account for all books, documents, papers and records of the
Corporation, except those which are hereinafter directed to be in charge of
the Treasurer. He shall have authority to sign stock certificates and shall
generally perform all the duties usually appertaining to the office of
secretary of a corporation. In the absence of the Secretary, an Assistant
Secretary or Secretary pro tempore shall perform his duties.
Section 9. Treasurer. The Treasurer shall have the care and custody of
all moneys, funds and securities of the Corporation, and shall deposit or
cause to be deposited all funds of the Corporation in and with such
depositaries as shall, from time to time, be designated by the Board of
Directors or by such officers of the Corporation as may be authorized by the
Board of Directors to make such designation. He shall have power to sign
stock certificates; to indorse for deposit or collection, or otherwise, all
checks, drafts, notes, bills of exchange or other commercial paper payable to
the Corporation, and to give proper receipts or discharges therefor. He shall
keep all books of account relating to the business of the Corporation, and
shall render a statement of the Corporation's financial condition whenever
required so to do by the Board of Directors, the Chairman or the President.
In the absence of the Treasurer, the Board of Directors shall appoint an
Assistant Treasurer to perform his duties.
Section 10. Additional Powers and Duties. In addition to the foregoing
enumerated duties and powers, the several officers of the Corporation shall
perform such other duties and exercise such further powers as may be provided
by these Bylaws or as the Board of Directors may from time to time determine
or as may be assigned to them by any competent superior officer.
Section 11. Compensation. The compensation of the officers of the
Corporation for their services as such officers shall be fixed from time to
time by the Board of Directors. An officer of the Corporation shall not be
prevented from receiving compensation by reason of the fact that he is also a
director of the Corporation, but any such officer who shall also be a director
shall not have any vote in the determination of the amount of compensation
paid to him.
ARTICLE VI. INDEMNIFICATION
Section 1. General. The Corporation shall, to the full extent
permitted by Section 145 of the Delaware General Corporation Law, as amended
from time to time, indemnify all persons whom it may indemnify pursuant
thereto against all expenses (including, without limitation, attorney's fees),
judgments, fines (including excise taxes) and amounts paid in settlement
(collectively, "Losses") incurred in connection with any action, suit, or
proceeding, whether threatened, pending, or completed (collectively,
"Proceedings") to which such person was or is a party or is threatened to be
made a party by reason of the fact that such person 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;
provided, however, that the Corporation shall indemnify any such person
seeking indemnification in connection with a Proceeding initiated by such
person only if such Proceeding was authorized by the Board of Directors of the
Corporation.
Section 2. Employee Benefit or Welfare Plan Fiduciary Liability. In
addition to any indemnification pursuant to Section 1 of this Article, but
subject to the express exclusions set forth in Section 3 of this Article, the
Corporation shall indemnify any natural person who is or was serving at the
direction or request of the Corporation in a fiduciary capacity with respect
to an employee benefit or welfare plan covering one or more employees of the
Corporation or of an affiliate of the Corporation, or who is or was performing
any service or duty on behalf of the Corporation with respect to such a plan,
its participants or beneficiaries, against all Losses incurred by such person
in connection with any Proceeding arising out of or in any way connected with
such service or performance, to the extent such Losses are insurable under
applicable law but are not covered by collectible insurance or indemnified
pursuant to Section 1 of this Article. This Section is intended to provide a
right to indemnification as permitted by Section 145(f) of the Delaware
General Corporation Law.
Section 3. Persons Not to be Indemnified Under Section 2. No
indemnification shall be made under Section 2 of this Article to any person
(other than an employee of the Corporation or of an affiliate of the
Corporation) who was or is acting as a lawyer, accountant, actuary, investment
adviser or arbitrator with respect to an employee benefit or welfare plan
against any expense, judgment, fine or amount paid in settlement incurred by
such person in connection with any action, suit or proceeding arising out of
or in any way connected with his actions in such capacity. No indemnification
shall be made under Section 2 of this Article to any person determined (in the
manner prescribed by Section 145(d) of the Delaware General Corporation Law)
to have participated in, or to have had actual knowledge of and have failed to
take appropriate action with respect to, any violation of any of the
responsibilities, obligations or duties imposed upon fiduciaries by the
Employee Retirement Income Security Act of 1974 or amendments thereto or by
the common or statutory law of the United States of America or any state or
jurisdiction therein, knowing such in either case to have been a violation of
such responsibilities, obligations or duties.
Section 4. Advances of Expenses. Except as limited by the other
provisions of this Section, the Corporation shall pay promptly (and in any
event within 60 days of receipt of the written request of the person who may
be entitled to such payment) all expenses (including but not limited to
attorneys' fees) incurred in connection with any Proceeding by any person who
may be entitled to indemnification under Sections 1 or 2 of this Article in
advance of the final disposition of such Proceeding. Notwithstanding the
foregoing, any advance payment of expenses on behalf of a director or officer
of the Corporation shall be, and if the Board of Directors so elects, any
advance payment of expenses on behalf of any other person who may be entitled
to indemnification under Sections 1 or 2 of this Article may be, conditioned
upon the receipt by the Corporation of an undertaking by or on behalf of such
director, officer, or other person to repay the amount advanced in the event
that it is ultimately determined that such director, officer, or person is not
entitled to indemnification; provided that such advance payment of expenses
shall be made without regard to the ability to repay the amounts advanced.
Notwithstanding the foregoing, no advance payment of expenses shall be made by
the Corporation if a determination is reasonably and promptly made by a
majority vote of directors who are not parties to such Proceeding, even though
less than a quorum, or if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion, that, based upon
the facts known to such directors or counsel at the time such determination is
made following due inquiry, (a) in the case of a person who may be entitled to
indemnification under Section 1, such person did not act in good faith and in
a manner that such person reasonably believed to be in or not opposed to the
best interests of the Corporation or, with respect to any criminal proceeding,
such person had reasonable cause to believe his conduct was unlawful, or
(b) in the case of a person who may be entitled to indemnification under
Section 2, such person is not entitled to indemnification under the standard
set forth in the second sentence of Section 3. Nothing in this Article VI
shall require any such determination to be made as a condition to making any
advance payment of expenses, unless the Board of Directors so elects.
Section 5. Mandatory Indemnification in Certain Circumstances. To the
extent that a director, officer, employee, or agent has been successful on the
merits or otherwise in the defense of any Proceeding referred to Section 1 or
Section 2 of this Article, or in the defense of any claim, issue, or matter
therein, he shall be indemnified against expenses (including attorneys fees)
actually and reasonably incurred by him in connection therewith.
Section 6. Right to Indemnification upon Application; Procedure upon
Application. Any indemnification under Sections 1 or 2 shall be made
promptly, and in any event within 60 days of receipt of the written request of
the person who may be entitled thereto following the conclusion of such
person's participation in any Proceeding for which indemnity is sought, unless
with respect to such written request, a determination is reasonably and
promptly made by a majority vote of directors who are not parties to the
Proceeding, even though less than a quorum, or if there are no such directors,
or if such directors so direct, by independent legal counsel that, based upon
the facts known to such directors or counsel at the time such determination is
made following due inquiry, (a) in the case of a person who may be entitled to
indemnification under Section 1, such person did not act in good faith and in
a manner that such person reasonably believed to be in or not opposed to the
best interests of the Corporation or, with respect to any criminal proceeding,
such person had reasonable cause to believe his conduct was unlawful, or
(b) in the case of a person who may be entitled to indemnification under
Section 2, such person is not entitled to indemnification under the standard
set forth in the second sentence of Section 3.
Section 7. Enforcement of Rights. The right to indemnification or to
an advance of expenses as granted by this Article shall be enforceable by any
person entitled thereto in any court of competent jurisdiction, if the Board
of Directors or independent legal counsel denies the claim, in whole or in
part, or if no disposition of such claim is made within 100 days of receipt by
the Board of Directors of such person's written request for indemnification or
an advance of expenses. Such person's expenses (including but not limited to
attorneys' fees) incurred in connection with successfully establishing his
right to indemnification or an advance of expenses, in whole or in part, in
any such proceedings shall also be indemnified by the Corporation.
Section 8. Bylaws as Contract; Non-Exclusivity. All rights to
indemnification and advances of expenses under this Article shall be deemed to
be provided by a contract between the Corporation and each person entitled
thereto. Any repeal or modification of these bylaws shall not impair or
diminish any rights or obligations existing at the time of such repeal or
modification. The rights granted by this Article shall not be deemed
exclusive of any other rights to which any person seeking indemnification or
an advance of expenses may be entitled under any bylaws, 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 rights granted by this Article VI shall extend to the estate,
heirs or legal representatives of any person entitled to indemnification or an
advance of expenses hereunder who is deceased or incompetent.
ARTICLE VII. STOCK AND TRANSFER OF STOCK
Section 1. Stock Certificates. Every holder of stock in this
corporation shall be entitled to have a certificate, in such form as shall be
approved by the Board of Directors, certifying the number of shares of stock
of this corporation owned by him signed by or in the name of this corporation
by the Chairman, or the President or a Vice President, and by the Secretary or
an Assistant Secretary, or the Treasurer or an Assistant Treasurer. Any of or
all the signatures on the certificate may be facsimiles. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent or registrar before such certificate is issued, it may nevertheless be
issued by the Corporation with the same effect as if he were such officer,
transfer agent or registrar at the date of issue.
Section 2. Transfers of Shares. Transfers of Shares of stock of the
Corporation shall be made on the stock records of the Corporation only upon
authorization 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 agent, and on surrender of the certificate or certificates for
such shares properly indorsed or accompanied by a duly executed stock transfer
power and the payment of all taxes thereon. Except as otherwise provided by
law, the Corporation shall be entitled to recognize the exclusive right of a
person in whose name any share or shares stand on the record of stockholders
as the owner of such share or shares for all purposes, including, without
limitation, the rights to receive dividends or other distributions, and to
vote as such owner, and the Corporation may hold any such stockholder of
record liable for calls and assessments and the Corporation shall not be bound
to recognize any equitable or legal claim to or interest in any such share or
shares on the part of any other person whether or not it shall have express or
other notice thereof. Whenever any transfer of shares shall be made for
collateral security, and not absolutely, such fact shall be stated in the
entry of the transfer if, when the certificates are presented for transfer,
both the transferor and transferee request the Corporation to do so.
Section 3. Regulations, Transfer Agents and Registrars. The Board of
Directors may make such additional rules and regulations, not inconsistent
with these Bylaws, as it may deem expedient concerning the issue, transfer and
registration of certificates for shares of stock of the Corporation. It may
appoint and change from time to time one or more transfer agents and one or
more registrars and may require all certificates for shares of stock to bear
the signature or signatures of any of them.
Section 4. Replacement of Certificates. In the event of the loss,
theft, mutilation or destruction of any certificate for shares of stock of the
Corporation, a duplicate thereof may be issued and delivered to the owner
thereof, provided he makes a sufficient affidavit setting forth the material
facts surrounding the loss, theft, mutilation or destruction of the original
certificates and gives a bond to the Corporation, in such sum limited or
unlimited, and in such form and with such surety as the Board of Directors may
authorize indemnifying the Corporation, its officers and, if applicable, its
transfer agents and registrars, against any losses, costs and damages suffered
or incurred by reason of such loss, theft, mutilation or destruction of the
original certificate and replacement thereof.
Section 5. Fixing of Record Date. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock
or for the purpose of any other lawful action, the Board of Directors may fix,
in advance, a record date, which shall not be more than sixty nor less than
ten days before the date of such meeting, nor more than sixty days prior to
any other action. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.
ARTICLE VIII. FISCAL YEAR
The fiscal year of the Corporation shall be the calendar year.
ARTICLE IX. SEAL
The Board of Directors shall provide a corporate seal, which shall be in
such form as the Board of Directors shall determine.
ARTICLE X. AMENDMENTS
These Bylaws may be amended or repealed, or new Bylaws may be adopted,
at any annual or special meeting of the stockholders, by the affirmative vote
of the holders of at least 75 percent of the outstanding Common Stock of the
Corporation; provided, however, that the notice of such meeting shall have
been given as provided in these Bylaws, which notice shall mention that
amendment or repeal of these Bylaws, or the adoption of new Bylaws, is one of
the purposes of such meeting. These Bylaws may also be amended or repealed or
new Bylaws may be adopted, by the Board of Directors by the vote of two-thirds
of the entire Board of Directors