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Exhibit 3.ii(c)
As Adopted on December 30, 1996
FMRP INC.
BY-LAWS
ARTICLE I
NAME
The name of the corporation is FMRP Inc.
ARTICLE II
OFFICES
1. The location of the registered office of the corporation in the
State of Delaware is 1209 Orange Street, City of Wilmington, County of New
Castle, and the name of its registered agent at such address is The
Corporation Trust Company.
2. The corporation shall in addition to its registered office in the
State of Delaware establish and maintain an office or offices at such place
or places as the Board of Directors may from time to time find necessary or
desirable.
ARTICLE III
CORPORATE SEAL
The corporate seal of the corporation shall have inscribed thereon
the name of the corporation and the year of its creation and the words
"Corporate Seal Delaware." Such seal may be used by causing it or a facsimile
thereof to be impressed, affixed, printed or otherwise reproduced.
ARTICLE IV
MEETINGS OF STOCKHOLDERS
1. Meetings of the stockholders shall be held at 1615 Poydras
Street, New Orleans, Louisiana, or at such other place as shall be determined
from time to time by the Board of Directors.
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2. The annual meeting of stockholders shall be held at such date and
time as shall be designated from time to time by the Board of Directors and
stated in the notice of meeting, at which they shall elect by a plurality
vote a board of directors, and transact such other business as may properly
be brought before the meeting.
3. The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction
of business except as otherwise provided by statute, by the Certificate of
Incorporation or by these By-Laws. If, however, such majority shall not be
present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or by proxy, shall have power to
adjourn the meeting from time to time without notice other than announcement
at the meeting (except as otherwise provided by statute) until the requisite
amount of voting stock shall be present. At such adjourned meeting at which
the requisite amount of voting stock shall be represented any business may be
transacted that might have been transacted at the meeting as originally
notified.
4. At all meetings of the stockholders, each stockholder having the
right to vote shall be entitled to vote in person or by proxy appointed by an
instrument in writing subscribed by such stockholder and bearing a date not
more than six months prior to said meeting, unless such instrument provides
for a longer period. All proxies shall be filed with the secretary of the
meeting before being voted.
5. At each meeting of the stockholders each stockholder shall have
one vote for each share of stock having voting power, registered in his name
on the books of the corporation at the record date fixed in accordance with
these By-Laws, or otherwise determined, with respect to such meeting. When a
quorum is present at any meeting, the vote of the holders of a majority of
the stock having voting power present in person or represented by proxy shall
decide any question brought before such meeting, unless the question is one
upon which by express provision of the statutes or of the Certificate of
Incorporation, a different vote is required in which case such express
provision shall govern and control the decision of such question.
6. Notice of each meeting of the stockholders shall be given to each
stockholder entitled to vote thereat not less than 10 nor more than 60 days
before the date of the meeting. Such notice shall state the place, date and
hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called.
7. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute, may be called by the
Chairman of the Board or the President and shall be called by the President
or Secretary at the request in writing or by vote of a majority of the Board
of Directors, or at the request in writing of stockholders owning a majority
in amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting.
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8. Any action required or permitted to be taken at any annual or
special meeting of stockholders may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action
so taken, shall be signed by stockholders having not less than a minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have
not consented in writing.
ARTICLE V
DIRECTORS
1. The business and affairs of the corporation shall be managed by
or under the direction of a Board consisting of one or more directors as
determined from time to time by action of the stockholders or by the Board of
Directors. The Board may exercise all such powers and authority for and on
behalf of the corporation as shall be permitted by law, the Certificate of
Incorporation or these By-Laws. Each of the directors shall hold office until
the annual meeting of stockholders held next after his election and his
successor is elected and qualified or until his earlier resignation or
removal.
2. The directors may hold their meetings and have one or more
offices, and, subject to the laws of the State of Delaware, keep the stock
ledger and other books and records of the corporation outside of such State,
at such place or places as they may from time to time determine.
3. If the office of any director becomes vacant by reason of death,
resignation, disqualification, increase in the number of directors or
otherwise, such vacancy or vacancies may be filled by action of the
stockholders or by the vote of the majority of the directors then in office,
although less than a quorum, or by a sole remaining director. Any decrease in
the number of directors resulting from an amendment of these By-Laws or from
other action of the Board taken in accordance with this Article shall take
effect at the time of such amendment or action, as the case may be, only to
the extent that vacancies then exist; to the extent that such decrease
exceeds the number of vacancies, the decrease shall not become effective,
except as further vacancies may thereafter occur, until the time of and in
connection with the election of directors at the next succeeding annual
meeting of stockholders.
4. Any director may resign at any time by giving written notice of
his resignation to the Board of Directors, to the Chairman of the Board or
the President. Any such resignation shall take effect upon receipt thereof by
the Board, the Chairman of the Board or the President, as the case may be, or
at such later date as may be specified therein. Any such notice to the Board
shall be addressed to it in care of the Secretary.
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5. Unless otherwise restricted by the certificate of incorporation or
by law, any director or the entire board of directors may be removed, with or
without cause, by the holders of a majority of shares entitled to vote at an
election of directors.
ARTICLE VI
COMMITTEES OF DIRECTORS
1. By resolutions adopted by a majority of the whole Board of
Directors, the Board may designate an Executive Committee and one or more other
committees, each such committee to consist of one or more directors of the
corporation. If designated, the Executive Committee shall have and may exercise
all the powers of the Board in the management of the business and affairs of the
corporation (except as otherwise expressly limited by statute), including the
power and authority to declare dividends and to authorize the issuance of stock,
and may authorize the seal of the corporation to be affixed to all papers that
may require it. Each such other committee shall have such of the powers and
authority of the Board as may be provided from time to time in resolution
adopted by a majority of the whole Board.
2. The requirements with respect to the manner in which the Executive
Committee and each such other committee shall hold meetings and take actions
shall be set forth in the resolutions of the Board of Directors designating the
Executive Committee or such other committee.
ARTICLE VII
COMPENSATION OF DIRECTORS
Directors, as such, shall not receive any stated salary for their
services, but by resolution of the Board of Directors a fixed sum and expenses
of attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board; provided nothing herein contained shall be construed to
preclude any Director from serving the corporation in any other capacity and
receiving compensation therefor.
ARTICLE VIII
MEETINGS OF DIRECTORS; ACTION WITHOUT A MEETING
1. The newly elected Board of Directors may meet at such time and place
either within or without the State of Delaware for purposes of organization or
otherwise as shall be determined by all the directors.
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2. Regular meetings of the Board of Directors may be held without
notice at such time and place, either within or without the State of Delaware,
as may be determined from time to time by resolution of the Board.
3. Special meetings of the Board of Directors may be called by the
President on at least 24 hours' notice to each director, and shall be called by
the Chairman of the Board, or the President or the Secretary on like notice on
the request in writing of any director. Except as may be otherwise specifically
provided by statute, the Certificate of Incorporation or by these By-Laws, the
purpose or purposes of any such special meeting need not be stated in such
notice.
4. At all meetings of the Board of Directors the presence in person of
a majority of directors shall be necessary and sufficient to constitute a quorum
for the transaction of business and, except as may be otherwise specifically
provided by statute, by the Certificate of Incorporation or by these By-Laws, if
a quorum shall be present the act of a majority of the directors present at any
meeting shall be the act of the Board.
5. Any action required or permitted to be taken at any meeting of the
Board of Directors or any committee thereof may be taken without a meeting if
all the members of the Board or such 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 or committee. Any director may participate in a
meeting of the Board or of any committee designated by the Board by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in
a meeting pursuant to this sentence shall constitute presence in person at such
meeting.
ARTICLE IX
OFFICERS
1. The officers of the corporation shall be chosen by the Board of
Directors and shall be a President, a Secretary, and a Treasurer. The Board of
Directors may also choose a Chairman of the Board, a Vice Chairman of the Board,
one or more Senior Executive Vice Presidents, one or more Executive Vice
Presidents, one or more Senior Vice Presidents, one or more Vice Presidents, a
General Counsel, one or more Assistant Vice Presidents, a Controller and one or
more Assistant Secretaries, Assistant Treasurers or Assistant Controllers, and
such other officers as it shall deem necessary, who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
prescribed from time to time by the Board or by the Chairman of the Board or by
the President. Any number of offices may be held by the same person.
2. The Board of Directors, at its first meeting after the annual
meeting of stockholders, may choose a Chairman and a Vice Chairman of the Board
from among the
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directors, and shall choose a President, a Secretary and a Treasurer and the
remaining officers, if any, who need not be members of the Board.
3. The salaries of all officers of the corporation shall be fixed by
the Board of Directors or in such manner as the Board may prescribe.
4. The officers of the corporation shall hold office until their
successors are respectively elected and qualified, except that any officer may
at any time resign or be removed by the Board of Directors. If the office of any
officer becomes vacant for any reason, the vacancy may be filled by the Board.
5. Any officer may resign at any time by giving written notice of his
resignation to the Board of Directors, the Chairman of the Board or the
President. Any such resignation shall take effect upon receipt thereof by the
Board, the Chairman of the Board or the President, as the case may be, or at
such later date as may be specified therein. Any such notice to the Board shall
be addressed to it in care of the Secretary.
ARTICLE X
CHAIRMAN OF THE BOARD
If elected, the Chairman of the Board shall preside at meetings of the
stockholders and at meetings of the Board of Directors. He, subject to the
supervision and direction of the Board, shall be responsible for managing the
corporation's affairs. He shall have general supervision and direction of all
the other officers of the corporation. He shall have the powers and duties
usually and customarily associated with the office of the Chairman of the Board
and shall have such other powers and duties as may be delegated to him by the
Board of Directors.
ARTICLE XI
PRESIDENT
The President shall have the powers and duties usually and customarily
associated with the office of the President and shall have such other powers and
duties as may be delegated to him by the Board of Directors or the Chairman of
the Board.
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ARTICLE XII
VICE CHAIRMAN OF THE BOARD,
SENIOR EXECUTIVE VICE PRESIDENTS,
EXECUTIVE VICE PRESIDENTS,
SENIOR VICE PRESIDENTS,
VICE PRESIDENTS,
ASSISTANT VICE PRESIDENTS AND
GENERAL COUNSEL.
The Vice Chairman of the Board, Senior Executive Vice Presidents,
Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, Assistant
Vice Presidents and General Counsel shall have such powers and duties as may
be delegated to them by the Board of Directors or the Chairman of the Board
or the President.
ARTICLE XIII
SECRETARY AND ASSISTANT SECRETARIES
1. The Secretary shall attend all meetings of the Board of Directors
and of the stockholders and shall record the minutes of all proceedings in a
book to be kept for that purpose. He shall perform similar duties for the
committees of the Board when required.
2. The Secretary shall give, or cause to be given, any required
notice of meetings of the stockholders and of the Board of Directors and of
committees of the Board. He shall keep in safe custody the seal of the
corporation and, when authorized by the Chairman of the Board, the Vice
Chairman of the Board, the President, a Senior Executive Vice President, an
Executive Vice President, a Senior Vice President, or a Vice President, shall
affix the same to any instrument requiring it, and when so affixed it shall
be attested by his signature or by the signature of an Assistant Secretary.
He shall have such other powers and duties as may be delegated to him by the
Board of Directors or the Chairman of the Board or the President.
3. The Assistant Secretaries shall, in case of the absence or
disability of the Secretary, perform the duties and exercise the powers of the
Secretary and shall have such other powers and duties as may be delegated to
them by the Board of Directors or the Chairman of the Board or the President.
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ARTICLE XIV
TREASURER AND ASSISTANT TREASURERS
1. The Treasurer shall have the custody of the corporate funds and
securities and shall deposit or cause to be deposited under his direction all
moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the Board of
Directors or pursuant to authority granted by it. He shall render to the
Chairman of the Board and the Board of Directors, whenever they may require
it, an account of all his transactions as Treasurer and of the financial
condition of the corporation. He shall have such other powers and duties as
may be delegated to him by the Board of Directors or the Chairman of the
Board or the President.
2. The Assistant Treasurers shall, in case of the absence or
disability of the Treasurer, perform the duties and exercise the powers of
the Treasurer and shall have such other powers and duties as may be delegated
to them by the Board of Directors or the Chairman of the Board or the
President.
ARTICLE XV
CONTROLLER AND ASSISTANT CONTROLLERS
1. The Controller shall maintain adequate records of all assets,
liabilities and transactions of the corporation and shall make or cause to be
made adequate audits thereof currently and regularly. He shall disburse the
funds of the corporation in payment of the just obligations of the
corporation or, as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements. He shall have such other powers and duties
as may be delegated to him by the Board of Directors or the Chairman of the
Board or the President.
2. The Assistant Controllers shall, in case of the absence of the
Controller, perform the duties and exercise the powers of the Controller and
shall have such other powers and duties as may be delegated to them by the
Board of Directors or the Chairman of the Board or the President.
ARTICLE XVI
AGENTS AND REPRESENTATIVES
The Chairman of the Board, the Vice Chairman of the Board, the
President, any Senior Executive Vice President, any Executive Vice President,
any Senior Vice President or any Vice President, together with the Secretary
or any Assistant Secretary, are authorized and
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empowered, in the name of and as the act and deed of the corporation, to name
and appoint general and special agents, representatives and attorneys to
represent the corporation in the United States or in any foreign country, to
prescribe, limit, and define the powers and duties of such agents,
representatives and attorneys, and to grant, substitute, revoke, or cancel,
in whole or in part, any power of attorney or other authority conferred on
any such agent, representative, or attorney. All powers of attorney or other
instruments that may be executed pursuant to this provision shall be signed
by the Chairman of the Board, the Vice Chairman of the Board, the President,
any Senior Executive Vice President, any Executive Vice President, any Senior
Vice President, or any Vice President and by the Secretary, Treasurer or an
Assistant Secretary or Assistant Treasurer, and the seal of the corporation
shall be affixed thereto. No further authorization by the Board of Directors
shall be necessary in connection with the foregoing, it being intended that
this By-Law shall constitute full and complete authority by which the
officers above-mentioned may act for the purposes aforesaid.
ARTICLE XVII
CERTIFICATES OF STOCK
The certificates of stock of the corporation shall be numbered and
shall be entered in the books of the corporation as they are issued. They shall
exhibit the holder's name and number of shares and shall be signed by the
Chairman of the Board or the Vice Chairman of the Board or the President or a
Vice President and by the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary.
ARTICLE XVIII
CHECKS
All checks, drafts and other orders for the payment of money and all
promissory notes and other evidences of the corporation shall be signed by
such officer or officers or such other person or persons as may be designated
by the Board of Directors or pursuant to authority granted by it.
ARTICLE XIX
FISCAL YEAR
The fiscal year shall begin the first day of January in each year.
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ARTICLE XX
NOTICES AND WAIVERS
1. Whenever by statute or by the Certificate of Incorporation or by
these By-Laws it is provided that notice shall be given to any director or
stockholder, such provision shall not be construed to require personal
notice, but such notice may also be given in writing, by mail, by depositing
the same in the United States mail, postage prepaid, directed to such
stockholder or director at his address as it appears on the records of the
corporation, and such notice shall be deemed to be given at the time when the
same shall be thus deposited. Notice of special meetings of the Board of
Directors may also be given to any director by telephone, telecopier, telex,
telegraph or cable, and in the latter event the notice shall be deemed to be
given at the time such notice, addressed to such director at the address
hereinbefore provided, shall be transmitted or delivered to and accepted by
an authorized telegraph or cable office.
2. Whenever by statute or by the Certificate of Incorporation or by
these By-Laws a notice is required to be given, 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 any
stockholder or director at any meeting shall constitute a waiver of notice of
such meeting by such stockholder or director, as the case may be, except as
otherwise provided by statute.
ARTICLE XXI
ALTERATION OF BY-LAWS
These By-Laws may be altered, amended or repealed by vote of the
stockholders or at any meeting of the Board of Directors by the vote of a
majority of the directors present or as otherwise provided by statute.
ARTICLE XXII
INDEMNIFICATION OF CORPORATE PERSONNEL
The corporation shall indemnify any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise as
provided in the Certificate of Incorporation. Expenses incurred by such a
director, officer, employee or agent in defending a civil or criminal action,
suit or proceeding shall be paid by the corporation as provided in the
Certificate of Incorporation. The Corporation shall have power to purchase
and maintain insurance on behalf of any such persons against any liability
asserted against him or her and incurred by him or her in any such capacity,
or arising
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out of his or her status as such, whether or not the corporation would have
the power to indemnify him or her against such liability under the provisions
of the Certificate of Incorporation. The indemnification provisions of this
Article XXII and the Certificate of Incorporation shall not be deemed
exclusive of any other rights to which persons seeking indemnification may be
entitled under any applicable law, by-law, agreement, vote of stockholders or
disinterested directors or otherwise.
The provisions of this Article XXII and the provisions of the
Certificate of Incorporation shall be deemed to be a contract between the
corporation and each person who serves as a director, officer, employee or
agent of the corporation in any such capacity at any time while this Article
XXII and the Certificate of Incorporation are in effect. No repeal or
modification of the provisions of this Article XXII or the provisions of the
Certificate of Incorporation nor, to the fullest extent permitted by law, any
modification of law shall adversely affect any right or protection of a
director, officer, employee or agent of the corporation existing at the time
of such repeal or modification.
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