Exhibit 3.1
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BY-LAWS
OF
ALLEGHANY CORPORATION
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DELAWARE
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ARTICLE I.
STOCKHOLDERS
SECTION 1. ANNUAL MEETING
The annual meeting of stockholders for the election of
directors and for the transaction of any other business that
may properly come before the meeting shall be held at such
hour and at such place or places within or without the State
of Delaware as may from time to time be determined by the
Board of Directors, on the fourth Friday of April in each
year or such other date as may be set by the Board of
Directors not more than 15 days before, nor 15 days after,
the fourth Friday of April.
SECTION 2. SPECIAL MEETINGS
At any time in the interval between regular meetings,
special meetings of stockholders may be called by the
Chairman, or by a majority of the Board of Directors, to be
held at such times and at such places within or without the
State of Delaware as may be specified in the notices of such
meetings. The notice of any special meeting shall state the
purpose of the meeting and specify the action to be taken at
said meeting and no business shall be transacted thereat
except that specifically named in the notice.
SECTION 3. NOTICE OF MEETING
Notice of the time and place of every meeting of
stockholders shall be delivered personally or mailed at least
ten days and not more than sixty days prior thereto to each
stockholder of record entitled to vote at his address as it
appears on the records of the Corporation. Such further
notice shall be given as may be required by law. Business
transacted at any special meeting shall be confined to the
purpose or purposes stated in the notice of such special
meeting. Meetings may be held without notice if all
stockholders entitled to vote are present or if notice is
waived by those not present.
SECTION 4. VOTING
At all meetings of stockholders any stockholder entitled
to vote may vote in person or by proxy. Such proxy or any
revocation or amendment thereof, shall be in writing, but
need not be sealed, witnessed or acknowledged, and shall be
filed with the Secretary at or before the meeting. The
Corporation may require that such proxy indicate whether such
stock is beneficially owned by a Substantial Stockholder, as
defined in Article NINTH of the Certificate of Incorporation.
SECTION 5. QUORUM
Unless otherwise required by statute or the Restated
Certificate of Incorporation of the Corporation (the
"Certificate of Incorporation"), at any annual or special
meeting of stockholders the presence in person or by proxy of
stockholders entitled to cast a majority of all the votes
entitled to be cast at the meeting (after giving effect to
the provisions of Article NINTH of the Certificate of
Incorporation) shall constitute a quorum, but if at any
meeting of the stockholders there be less than a quorum
present, the stockholders present at such meeting may,
without further notice, adjourn, the same from time to time
until a quorum shall attend, but no business shall be
transacted at any such adjournment except such as might have
been lawfully transacted had the meeting not been adjourned.
SECTION 6. ACTION AT MEETINGS
Except as otherwise required by law, the Certificate of
Incorporation or these By-Laws, a majority of the votes
(after giving effect to the provisions of Article NINTH of
the Certificate of Incorporation) cast at a meeting at which
a quorum is present shall be sufficient to take or authorize
action upon any matter which may properly come before the
meeting, and the stockholders shall not be entitled to
cumulate their votes upon the election of directors, or upon
any other matter. Any action required or permitted to be
taken by the
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stockholders must be effected at an annual or special meeting
of stockholders and may not be effected by any consent in
writing by such stockholders.
SECTION 7. PROCEDURE AT MEETINGS
The Board of Directors may appoint two or more persons
to serve as inspectors of election at any meeting of
stockholders. In the absence of such appointment, the
Chairman of the Meeting may make such appointment. The
inspectors of election shall receive, examine and tabulate
all ballots, and proxies, including proxies filed with the
Secretary, shall determine the presence or absence of a
quorum and shall report to the officer of the Corporation or
other person presiding over the meeting the result of all
voting taken at the meeting by ballot.
The order of business and all other matters of procedure
at every meeting of the stockholders may be determined by the
officer of the Corporation or other person presiding over the
meeting.
SECTION 8. BUSINESS OF THE MEETING
At any annual meeting of stockholders, only such
business shall be conducted as shall have been brought before
the meeting (i) by or at the direction of the Board of
Directors or (ii) by any stockholder who is entitled to vote
with respect thereto and who complies with the notice
procedures set forth in this Section 8. For business to be
properly brought before an annual meeting by a stockholder,
the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation. To be timely, a
stockholder's notice must be delivered or mailed to and
received at the principal executive offices of the
Corporation not less than 30 days prior to the date of the
annual meeting; provided, however, that in the event that
less than 40 days' notice or prior public disclosure of the
date of the meeting is given or made to stockholders, notice
by the stockholder to be timely must be received not later
than the close of business on the 10th day following the day
on which such notice of the date of the annual meeting was
mailed or such public disclosure was made. A stockholder's
notice to the Secretary shall set forth as to each matter
such stockholder proposes to bring before the annual meeting
(i) 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; (ii) the name and address, as
they appear on the Corporation's books, of the stockholder
proposing such business, (iii) the class and number of shares
of the Corporation's capital stock that are beneficially
owned by such stockholder and (iv) any material interest of
such stockholder in such business. Notwithstanding anything
in the By-Laws to the contrary, no business shall be brought
before or conducted at the annual meeting except in
accordance with the provisions of this Section 8. The
officer of the Corporation or other person presiding over the
annual meeting shall, if the facts so warrant, determine and
declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this
Section 8 and, if he shall so determine, he shall so declare
to the meeting and any such business so determined to be not
properly brought before the meeting shall not be so
transacted.
At any special meeting of stockholders, only such
business shall be conducted as shall have been brought before
the meeting by or at the direction of the Board of Directors.
SECTION 9. NOMINATION OF DIRECTOR
Only persons who are nominated in accordance with the
procedures set forth in these By-Laws shall be eligible for
election as directors. Nominations of persons for election
to the Board of Directors of the Corporation may be made at a
meeting of stockholders at which directors are to be elected
only (i) by or at the direction of the Board of Directors or
(ii) by any stockholder of the Corporation entitled to vote
for the election of directors at the meeting who complies
with the notice procedures set forth in this Section 9. Such
nominations, other than those made by or at the direction of
the Board of Directors, shall be made by timely notice in
writing to the Secretary of the Corporation. To be timely, a
stockholder's notice shall be delivered or mailed to and
received at the principal executive offices of the
Corporation not less than 30 days prior to the date of the
meeting, provided, however, that in the event that less than
40 days' notice or prior disclosure of the date of the
meeting is given or made to stockholders, notice by the
stockholder to be timely must be so
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received not later than the close of business on the 10th day
following the date on which such notice of the date of the
meeting was mailed or such public disclosure was made. Such
stockholder's notice shall set forth (i) as to each person
whom such stockholder proposes to nominate for election as a
director, all information relating to such person that is
required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act
of 1934, as amended (including such person's written consent
to being named in the proxy statement as a nominee and to
serving as a director if elected); and (ii) as to the
stockholder giving the notice (x) the name and address, as
they appear on the Corporation's books, of such stockholder
and (y) the class and number of shares of the Corporation's
capital stock that are beneficially owned by such
stockholder. At the request of the Board of Directors any
person nominated by the Board of Directors for election as a
director shall furnish to the Secretary of the Corporation
that information required to be set forth in a stockholder's
notice of nomination which pertains to the nominee. No
person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the
provisions of this Section 9. The officer of the Corporation
or other person presiding at the meeting shall, if the facts
so warrant, determine and declare to the meeting that a
nomination was not made in accordance with such provisions
and, if he shall so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.
SECTION 10. ADJOURNMENTS
Any meeting of stockholders may be adjourned from time
to time, whether or not a quorum is present, by the affirma-
tive vote of a majority of the votes present and entitled to
be cast at the meeting, or by the officer of the Corporation
presiding over the meeting, or by the Board of Directors.
ARTICLE II.
DIRECTORS
SECTION 1. NUMBER AND ELECTION
Directors (other than such directors, if any, as are
elected by holders of preferred stock of the Corporation
voting as a separate class) shall be divided into three
classes, which shall be as nearly equal in number as
practicable. Unless changed by the Board of Directors
pursuant hereto the number of directors shall be nine and
each class shall consist of three directors. The number of
directors and the number of which each class is to consist
may be increased or decreased from time to time by a
resolution adopted by the vote of in excess of three-
quarters (75%) of the Whole Board (as defined in the
Certificate of Incorporation); and provided that no decrease
in the number of directors shall affect the tenure of office
of any existing director. The term of office of the first
class shall expire at the 1987 annual meeting of
stockholders, the term of office of the second class shall
expire at the 1988 annual meeting of stockholders and the
term of office of the third class shall expire at the 1989
annual meeting of stockholders, with each director to hold
office until his or her successor shall have been duly
elected and qualified. At each annual meeting of
stockholders, commencing with the 1987 annual meeting,
directors elected to succeed those directors whose terms then
expire shall be elected for a term of office to expire at the
third succeeding annual meeting of stockholders after their
election, with each director to hold office until his or her
successor shall have been duly elected and qualified.
SECTION 2. VACANCIES
Subject to the rights of the holders of any series of
Preferred Stock, and unless the Board of Directors otherwise
determines, newly created directorships resulting from any
increase in the authorized number of directors or any
vacancies in the Board of Directors resulting from death,
resignation, retirement, disqualification, removal from
office or other cause may be filled only by a majority vote
of the directors then in office, though less than a quorum,
and any director so chosen shall hold office for a
termexpiring at the annual meeting of stockholders at which
the term of office of the class to which such director has
been elected expires and until such director's successor
shall have been duly elected and qualified.
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SECTION 3. REGULAR MEETINGS
Regular meetings of the Board of Directors shall be held
at such times and places as the Board of Directors may from
time to time determine.
SECTION 4. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called
at any time, at any place and for any purpose by the Chairman
of the Board or by any three directors.
SECTION 5. NOTICE OF MEETING
Notice of regular meetings of the Board of Directors
need not be given.
Notice of every special meeting of the Board of
Directors shall be given to each director, by (a) deposit in
the mail at least seventy-two hours before the meeting, or
(b) telephone communication directly with such person, the
dispatch of a telegraphic communication to his address, or
actual delivery to his address, at least forty-eight hours
before the meeting. If given to a director by mail,
telegraph or actual delivery to his address, such notice
shall be sent or delivered to his business or residential
address as shown on the records of the Secretary or an
Assistant Secretary of the Corporation, or to such other
address as shall have been furnished to the Secretary or an
Assistant Secretary of the Corporation by him for the
purpose. Such notice need not include a statement of the
business to be transacted at, or the purpose of, any such
meeting.
SECTION 6. QUORUM; ACTION AT MEETINGS
A majority of the Board of Directors shall constitute a
quorum for the transaction of business, but if, at any
meeting of the Board, there be less than a quorum present,
the members at the meeting may, without further notice,
adjourn the same from time to time until a quorum shall
attend. Except as herein or in the Certificate of
Incorporation provided or as required by law, a majority of
such quorum shall decide any questions that may come before
the meeting.
SECTION 7. PARTICIPATING IN MEETING BY CONFERENCE TELEPHONE
Members of the Board of Directors, or any committee
thereof, may participate in a meeting of such Board or
committee by means of conference telephone or similar
equipment by means of which all persons participating in the
meeting can hear each other at the same time and such
participation shall constitute presence in person at such
meeting.
SECTION 8. DIVIDENDS
Anything in these By-Laws to the contrary notwithstand-
ing, the declaration of dividends or other distributions on
the capital stock of the Corporation, whether in cash or
property (other than the dividend preference payable on any
preferred stock of the Corporation outstanding from time to
time), may be authorized only by vote of in excess of three-
quarters (75%) of the directors present at a meeting duly
called at which a quorum is present.
ARTICLE III.
COMMITTEES OF THE BOARD OF DIRECTORS
SECTION 1. ELECTION
The Board of Directors may appoint an Executive
Committee and other committees composed of two or more of its
members, and may appoint one of the members of each such
committee to the office of chairman thereof. Members of the
committees of the Board of Directors shall hold office for a
term of one year and until their successors are appointed and
qualify or until they shall cease to be directors.
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SECTION 2. POWERS
Subject to such limitations as may from time to time be
established by resolution of the Board of Directors, the
Executive Committee shall have any and may exercise all of
the powers of the Board of Directors when the Board of
Directors is not in session except that it shall have no
power to (a) declare dividends, (b) issue stock of the
Corporation, (c) recommend to the stockholders any action
which requires stockholder approval, (d) alter, amend or
repeal any resolution of the Board of Directors relating to
the Executive Committee, or (e) take any other action which
legally may be taken only by the Board of Directors. Other
committees of the Board of Directors shall have such powers
as shall be properly delegated to them by the Board of
Directors.
SECTION 3. VACANCIES
If the office of any member of any committee becomes
vacant by death, resignation, or otherwise, such vacancy may
be filled from the members of the Board by the Board of
Directors.
SECTION 4. SUBSTITUTE MEMBERS
In the event that a member of any committee is absent
from a meeting of the committee, the members of the committee
present at the meeting whether or not they constitute a
quorum may appoint another director to act in place of the
absent member.
SECTION 5. MEETINGS AND NOTICE OF MEETINGS
The Executive Committee shall meet from time to time on
call of the Chairman of the Board, or on call of any three or
more members of the Executive Committee, for the transaction
of any business.
Notice of every meeting of the Executive Committee shall
be given to each member, by (a) deposit in the mail at least
seventy-two hours before the meeting, or (b) telephonic
communication directly with such person, the dispatch of a
telegraphic communication to his address, or actual delivery
to his address, at least forty-eight hours before the
meeting. If given to a member by mail, telegraph or actual
delivery to his address, such notice shall be sent or
delivered to his business or residential address as shown on
the records of the Secretary or an Assistant Secretary of the
Corporation, or to such other address as shall have been
furnished to the Secretary or an Assistant Secretary of the
Corporation by him for this purpose. Such notice need not
include a statement of the business to be transacted at, or
the purpose of, any such meeting.
All other committees of the Board of Directors shall
meet at such times and upon such notice as they may
determine.
SECTION 6. QUORUM; ACTION AT MEETINGS
At any meeting of any committee, however called, a
majority of the members shall constitute a quorum for the
transaction of business. A majority of such quorum shall
decide any questions that may come before the meeting.
ARTICLE IV.
OFFICERS
SECTION 1. ELECTION AND NUMBER
The Board of Directors may appoint one of its number as
Chairman of the Board. The Board of Directors shall appoint
a President from among the directors, and a Secretary and a
Treasurer, who need not be directors. The Board of Directors
may also appoint one or more Senior Vice Presidents and/or
Vice Presidents, who need not be directors. All officers of
the Corporation shall hold office at the pleasure of the
Board of Directors. Any two or more offices, except those of
President and Vice President, may, at the
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discretion of the Board of Directors, be held by the same
person. The Board of Directors may from time to time appoint
such other officers and agents with such powers and duties as
the Board may prescribe.
SECTION 2. CHAIRMAN OF THE BOARD
The Chairman of the Board shall preside at all meetings
of the Board of Directors and shall perform such other duties
and exercise such other powers as may be assigned to him from
time to time by the Board of Directors.
SECTION 3. PRESIDENT
The President shall be the chief executive officer and
the chief operating officer of the Corporation. He shall
preside at all meetings of stockholders and, in the absence
of the Chairman of the Board, he shall preside at all
meetings of the Board of Directors. Subject to the control
of the Board of Directors, he shall have direct power and
authority over the business and affairs of the Corporation.
The President shall perform such other duties and exercise
such other powers as may be assigned to him from time to time
by the Board of Directors.
SECTION 4. SENIOR VICE PRESIDENTS
The Senior Vice President or Senior Vice Presidents
shall perform the duties of the President in his absence or
during his disability to act. In addition, the Senior Vice
President or Senior Vice Presidents shall perform the duties
and exercise the powers usually incident to their respective
offices and/or such other duties and powers as may be
properly assigned to them from time to time by the Board of
Directors, the Chairman of the Board or the President.
SECTION 5. VICE PRESIDENTS
The Vice President or Vice Presidents shall perform the
duties of the Senior Vice President or Senior Vice Presidents
in his or their absence or disability to act. In addition,
the Vice President or Vice Presidents shall perform the
duties and exercise the powers usually incident to their
respective offices and such other duties and powers as may be
properly assigned to them from time to time by the Board of
Directors, the Chairman of the Board, the President, or any
Senior Vice President having supervisory authority over them.
SECTION 6. SECRETARY
The Secretary shall issue notices of meetings, keep the
minutes of the Board of Directors and its committees, have
charge of the corporate seal, and perform such other duties
and exercise such other powers as are usually incident to
such office or are properly assigned thereto by the Board of
Directors, the Chairman of the Board, the President or any
Senior Vice President or Vice President having supervisory
authority over him.
SECTION 7. TREASURER
The Treasurer shall have charge of all monies and
securities of the Corporation, other than monies and
securities of any division of the Corporation which has a
treasurer or financial officer appointed by the Board of
Directors, and shall keep regular books of account. The
funds of the Corporation shall be deposited in the name of
the Corporation by the Treasurer with such banks or trust
companies as the Board of Directors or the Executive
Committee from time to time shall designate. He shall sign
or countersign such instruments as require his signature,
shall perform all such duties and have all such powers as are
usually incident to such office or are properly assigned to
him by the Board of Directors, the Chairman of the Board, the
President or any Senior Vice President or Vice President
having supervisory authority over him, and may be required to
give bond for the faithful performance of his duties in such
sum and with such surety as may be required by the Board of
Directors.
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SECTION 8. CONTROLLER
The Controller shall be responsible for the accounting
policies and practices of the Corporation, maintain its
financial records, collect and consolidate the financial
results of its subsidiaries and other operating units,
prepare its financial reports, determine the amount and
source of the funds required to meet its financial
obligations, and perform such other duties and exercise such
other powers as are usually incident to such office or are
properly assigned thereto by the Board of Directors, the
Chairman of the Board, the President or any Senior Vice
President or Vice President having supervisory authority over
him.
SECTION 9. ASSISTANT SECRETARY; ASSISTANT TREASURER
The Board of Directors may appoint one or more assistant
secretaries and one or more assistant treasurers, or one
appointee to both such positions, which officers shall have
such powers and shall perform such duties as are provided in
these By-Laws to the Secretary or Treasurer, as the case may
be, or as are properly assigned thereto by the Board of
Directors, the Chairman of the Board, the President, the
Secretary or Treasurer as the case may be, or any other
officer having supervisory authority over them.
ARTICLE V.
FISCAL YEAR
The fiscal year of the Corporation shall end on the
thirty-first day of December in each year, or on such other
day as may be fixed from time to time by the Board of
Directors.
ARTICLE VI.
Seal
The Board of Directors shall provide a suitable seal,
containing the name of the Corporation, which seal shall be
in the charge of the Secretary or an Assistant Secretary.
ARTICLE VII.
STOCK
SECTION 1. CERTIFICATES OF STOCK
Certificates of stock shall be issued in such form as
may be approved by the Board of Directors and shall be
signed, manually or by facsimile, by the Chairman of the
Board, President, a Senior Vice President or a Vice
President, and by the Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary, and sealed with the seal of
the Corporation or a facsimile thereof.
SECTION 2. TRANSFERS
The Board of Directors shall have power and authority to
make all such rules and regulations as it may deem expedient
concerning the issue, transfer and registration of certifi-
cates of stock. The Board of Directors may appoint Transfer
Agents and Registrars thereof.
SECTION 3. RECORD DATE; CLOSING OF TRANSFER BOOKS
The Board of Directors may fix a record date or direct
that the stock transfer books be closed for a stated period
for the purpose of making any proper determination with
respect to stockholders, including which stockholders are
entitled to notice of or to vote at a meeting or any adjourn-
ment thereof, 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. The record date may not be more than
sixty (60) nor less than ten (10) days before the date on
which the action requiring the determination will be taken;
the transfer books
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may not be closed for a period longer than twenty (20) days;
and, in the case of a meeting of stockholders, the closing of
the transfer books shall be at least ten (10) days before the
date of the meeting.
SECTION 4. LOST CERTIFICATES
The Board of Directors may determine the conditions upon
which a new certificate of stock will be issued to replace a
certificate which is alleged to have been lost, stolen,
mutilated or destroyed, and the Board of Directors may
delegate to any officer of the Corporation the power to make
such determinations and to cause such replacement certifi-
cates to be issued.
SECTION 5. WARRANTS
The foregoing provisions relative to certificates of
stock shall also apply to allotment certificates or other
certificates or warrants representing rights with respect to
stock in the Corporation, which certificates or warrants may
be issued from time to time by a vote of the Board of
Directors in such form as they may approve.
SECTION 6. STOCK LEDGER
The Corporation shall maintain a stock ledger which
contains the name and address of each stockholder and the
number of shares of stock of each class which the stockholder
holds. The stock ledger may be in written form or in any
other form which can be converted within a reasonable time
into written form for visual inspection. The original stock
ledger shall be kept at the office of the Corporation's
Transfer Agent.
ARTICLE VIII.
SIGNATURES
SECTION 1. NEGOTIABLE INSTRUMENTS
All checks, drafts, notes, or other obligations of the
Corporation shall be signed (a) by any two officers of the
Corporation of the rank of Chairman of the Board, President,
Senior Vice President or Vice President, (b) by the Chairman
of the Board, President, any Senior Vice President or any
Vice President and by the Treasurer or Assistant Treasurer or
Secretary or Assistant Secretary, or (c) as otherwise
authorized by the Board of Directors or the Executive
Committee; provided, however, that bonds, debentures or notes
issued under a mortgage indenture or trust agreement with a
bank or trust company as trustee and coupons attached or
pertaining to any such bonds, debentures or notes may be
executed manually or by facsimile.
SECTION 2. STOCK TRANSFERS
All endorsements, assignments, transfers, stock powers
or other instruments of transfer of securities standing in
the name of the Corporation shall be executed for and in the
name of the Corporation (a) by any two officers of the
Corporation of the rank of Chairman of the Board, President,
Senior Vice President or Vice President, or (b) by the
Chairman of the Board, President, any Senior Vice President
or any Vice President, and by the Secretary or any Assistant
Secretary, or (c) as otherwise authorized by the Board of
Directors.
ARTICLE IX.
WAIVER OF NOTICE OF MEETINGS
SECTION 1. STOCKHOLDERS
Notice of the time, place and/or purpose of any meeting
of stockholders shall not be required to be given to any
stockholder who shall attend such meeting in person or by
proxy; and if any stockholder shall, in a
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writing filed with the records of the meeting, either before
or after the holding thereof, waive notice of any
stockholders' meeting, notice thereof need not be given to
him.
SECTION 2. DIRECTORS
Notice of any meeting of the Board of Directors or of
any committee thereof need not be given to any director if he
shall attend such meeting in person, or shall in a writing
filed with the records of the meeting, either before or after
the holding thereof, waive such notice; and any meeting of
the Board of Directors or of any committee thereof shall be a
legal meeting without any notice thereof having been given if
all such directors shall be present at such meeting.
ARTICLE X.
VOTING OF STOCK
Unless otherwise ordered by the Board of Directors, the
Chairman of the Board, the President, any Senior Vice
President or any Vice President of this Corporation shall
have full power and authority, on behalf of the Corporation,
to attend, act and vote at any meeting of the stockholders of
any corporation in which this Corporation may hold stock and
at such meeting may exercise any or all rights and powers
incident to the ownership of such stock and which as owner
thereof the Corporation might exercise if present, and to
execute on behalf of the Corporation a proxy or proxies
empowering others to act as aforesaid. The Board of
Directors by resolution from time to time may confer like
powers upon any other person or persons.
ARTICLE XI.
CHECKS, NOTES, ETC.
All checks on the Corporation's bank accounts and all
drafts, bills of exchange and promissory notes, and all
acceptances, obligations and other instruments for the
payment of money, shall be signed by such person or persons
as shall be authorized to do so from time to time by the
Board of Directors or by the committee or officer or officers
of the Corporation to whom the Board shall have delegated the
power to authorize such signing; provided, however, that the
signature of any person so authorized on checks and drafts
drawn on the Corporation's dividend and special accounts may
be in facsimile if the Board of Directors or such committee
or officer or officers, whichever shall have authorized such
person to sign such checks or drafts, shall have authorized
such person to sign in facsimile, and provided further that
in case notes or other instruments for the payment of money
(other than notes, bonds or debentures issued under a trust
instrument of the Corporation) are required to be signed by
two persons, the signature thereon of only one of the persons
signing any such note or other instrument may be in
facsimile, and that in the case of notes, bonds or debentures
issued under a trust instrument of the Corporation and
required to be signed by two officers of the Corporation, the
signatures of both such officers may be in facsimile if
specifically authorized and directed by the Board of
Directors of the Corporation and if such notes, bonds or
debentures are required to be authenticated by a corporate
trustee which is a party to the trust instrument and provided
further that in case any person or persons who shall have
signed any such note or other instrument, either manually or
in facsimile, shall have ceased to be a person or persons so
authorized to sign any such note or other instrument, whether
because of death or by reason of any other fact or
circumstance, before such note or other instrument shall have
been delivered by the Corporation, such note or other
instrument may, nevertheless, be adopted by the Corporation
and be issued and delivered as though the person or persons
who so signed such note or other instrument had not ceased to
be such a person or persons.
ARTICLE XII.
OFFICES
The Corporation may have offices outside the State of
Delaware at such places as shall be determined from time to
time by the Board of Directors.
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ARTICLE XIII.
AMENDMENTS
Subject to the provisions of the Certificate of
Incorporation, (1) these By-Laws may be amended, altered or
repealed by the stockholders at any annual or special meeting
by the affirmative vote of at least 75% of the voting power
of the outstanding shares of Voting Stock (after giving
effect to the provisions of Article NINTH of the Certificate
of Incorporation) and (2) these By-Laws may be amended,
altered or repealed by the Board of Directors by the affirma-
tive vote of a majority of the Whole Board.
[As amended April 18, 1995]
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