EXHIBIT 3.2
BY-LAWS OF CLARCOR INC.
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ARTICLE I
OFFICES
Section 1.1. REGISTERED OFFICE. The registered office of the corporation
in the State of Delaware shall be in the City of Wilmington, County of New
Castle, and the name of the resident agent in charge thereof is The Corporation
Trust Company.
Section 1.2. OTHER OFFICES. The corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the corporation may
require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 2.1. ANNUAL MEETING. The annual meeting of the shareholders shall
be held in March each year on such day during that month as shall be determined
by the Board of Directors, which day and the time of such meeting shall be
stated in the Notice of such meeting. The purpose of the annual meeting shall be
to elect directors and to transact such other business as may come before the
meeting. If the election of directors shall not be held on the day designated
for the annual meeting, or at any adjournment thereof, the Board of Directors
shall cause such election to be held at a special meeting of the shareholders as
soon thereafter as convenient.
Section 2.2. SPECIAL MEETINGS. Any action required or permitted to be
taken by the shareholders of the corporation must be effected at a duly called
annual or special meeting of shareholders of the corporation and may not be
effected by any consent in writing by such shareholders. Special meetings of
shareholders of the corporation may be called only by the Board of Directors
pursuant to a resolution approved by a majority of the entire Board of
Directors, upon not less than 10 nor more than 50 days' written notice.
Notwithstanding anything contained in these By-Laws to the contrary, the
affirmative vote of the holders of at least 75% of the shares of the corporation
entitled to vote for the election of directors shall be required to amend or
repeal, or to adopt any provision inconsistent with, this Section 2.2.
Section 2.3. PLACE OF MEETINGS. The Board of Directors may designate any
place, either within or without the State of Delaware, as a place of meeting for
any annual or special meeting of shareholders. If no designation is made, the
place of meeting shall be the principal office of the corporation in Illinois.
Section 2.4. NOTICE OF MEETINGS. Written or printed Notice stating the
place, date and hour of each annual or special meeting of the shareholders and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called, shall be given not less than 10 or more than 50 days before the date
of the meeting. (See also Article IV).
Section 2.5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
purpose, the Board of Directors may provide that the stock transfer books shall
be closed for at least ten days, or in the case of any meeting of shareholders,
at least thirty days, and for not more than sixty days immediately preceding
such meeting. In lieu of closing the stock transfer books, the Board of
Directors may fix in advance, a date as the record date for any such
determination of shareholders, such date in any case to be not more than sixty
days and, in the case of a meeting of shareholders, not less than thirty days,
prior to the date on which the particular action requiring such determination of
shareholders is to be taken. If the stock transfer books are not closed and no
record
date is fixed for the determination of shareholders entitled to notice or to
vote at a meeting of shareholders, or shareholders entitled to receive payment
of a dividend, the close of business on the day next preceding the day on which
notice is given, or the close of business on the day on which the Board of
Directors adopts the resolution declaring such dividend, as the case may be,
shall be the record date for the determination of shareholders.
Section 2.6. SHAREHOLDER LIST. The officer or agent having charge of the
transfer books for shares of the corporation shall make, at least ten day before
each meeting of shareholders, a complete list of the shareholders entitled to
vote at such meeting, arranged in alphabetical order, with the address of and
number of shares held by each. Such list shall be open to examination by any
shareholder of the corporation during ordinary business hours, for any purpose
germane to the meeting, for a period of at least ten days prior to the meeting,
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 be produced and kept at the time
and place of meeting during the whole time thereof, and subject to the
inspection of any such shareholder who may be present.
Section 2.7. QUORUM. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite for, and shall constitute, a quorum at all meetings of
the shareholders of the corporation for the transaction of business, except as
otherwise provided by statute or these By-Laws. If a quorum shall not be present
or represented at any meeting of the shareholders, the shareholders entitled to
vote thereat present in person or represented by proxy shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting if the adjournment is for thirty days or less or unless after the
adjournment a new record date is fixed, until a quorum shall be present or
represented. 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.
Section 2.8. PROXIES. At every meeting of the shareholders, each
shareholder having the right to vote thereat shall be entitled to vote in person
or by proxy. Such proxy shall be appointed by an instrument in writing
subscribed by such shareholder and bearing a date not more than three years
prior to such meeting, unless such proxy provides for a longer period, and shall
be filed with the Secretary of the corporation before, or at the time of the
meeting.
Section 2.9. VOTING. At every meeting of the shareholders, each
shareholder shall be entitled to one vote for each share of stock entitled to
vote thereat which is registered in the name of such shareholder on the books of
the corporation. When a quorum is present at any meeting of the shareholders,
the vote of the holders of a majority of the shares present in person or
represented by proxy at the meeting and entitled to vote on the subject matter
shall be sufficient for the transaction of any business, unless otherwise
provided by statute, the Certificate of Incorporation or these By-Laws. Voting
on any question or in any election may be viva voce unless the presiding officer
shall order or any shareholder shall demand that voting be by ballot. At any
meeting of shareholders, the Chairman of the meeting may, or upon the request of
any shareholder, shall appoint one or more persons as inspectors for such
meeting to ascertain and report the number of shares represented at the meeting
based upon their determination of validity and effect of proxies, count all
votes and report the results and do such other acts as are proper to conduct the
election and voting with impartiality and fairness to all shareholders. Each
report of an inspector shall be in writing and signed by him or by a majority of
them, if there be more than one inspector acting at such meeting, such majority
report being the report of the inspectors in such case. The report of the
inspector or inspectors on the number of shares represented at the meeting and
the results of the voting shall be a prima facie evidence thereof and shall be
accepted by the Chairman of the meeting for the conduct thereof unless he shall
be otherwise advised by counsel for the corporation.
Section 2.10. VOTING OF CERTAIN SHARES. Shares standing in the name of
another corporation, domestic or foreign, and entitled to vote may be voted by
such officer, agent, or proxy as the By-Laws of
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such corporation may prescribe or, in the absence of such provision, as the
Board of Directors of such corporation may determine. Shares standing in the
name of a deceased person, a minor or an incompetent and entitled to vote may be
voted by his administrator, executor, guardian or conservator as the case may
be, either in person or by proxy. Shares standing in the name of a trustee and
entitled to vote may be voted by such trustee, either in person or by proxy to
the full extent provided by Delaware law. Shares standing in the name of a
receiver and entitled to vote may be voted by such receiver. A shareholder some
or all of whose shares, otherwise entitled to vote, are pledged shall be
entitled to vote such shares unless, in the transfer of such pledged shares on
the books of the corporation, such shareholder as pledgor has expressly
empowered the pledgee to vote thereon, in which case only the pledgee, or the
pledgee's proxy, may represent such stock and bote thereon. Shares standing in
the name of two or more persons and shares with two or more persons having the
same fiduciary relationship respecting such shares shall be voted in accordance
with the provisions of Section 217(b) of the Delaware General Corporation Law.
Section 2.11. TREASURY STOCK. Shares of its own stock belonging to this
corporaton or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such corporation is held by this
corporation, shall not be voted at any meeting and shall not be counted in
determining the total number of outstanding shares. Nothing in this section
shall be construed as limiting the right of this corporation to vote shares of
its own stock held by it in a fiduciary capacity.
Section 2.12. NOMINATION OF DIRECTORS. Only persons who are nominated in
accordance with the procedures set forth in this Section 2.12 shall be eligible
for election as Directors at any meeting of shareholders. Nominations of persons
for election to the Board of Directors of the corporation may be made at a
meeting of shareholders by or at the direction of the Board of Directors or by
any shareholder 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 2.12. Such nominations, other than those made by or at the
direction of the Board of Directors shall be made pursuant to timely notice in
proper written form to the Secretary of the corporation. To be timely, a
shareholder's notice shall be delivered to or mailed and received at the
principal executive offices of the corporation not less than 60 days nor more
than 90 days prior to the meeting; PROVIDED, HOWEVER, that in the event that
less than 70 days' notice or prior public disclosure of the date of the meeting
is given or made to shareholders, notice by the shareholder to be timely must be
so received not later than the close of business on the tenth day following the
day on which such notice of the date of the meeting was mailed or such public
disclosure was made. To be in proper written form, shareholder's notice shall
set forth in writing (a) as to each person whom the shareholder proposes to
nominate for election or re-election as a director (i) the name, age, business
address and residence address of such person, (ii) the principal occupation or
employment of such person, (iii) the class and number of shares of stock of the
corporation which are beneficially owned by such person and (iv) any other
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or as otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (including, without limitation, such person's written consent to
being nominated as a Director and to serving as a Director if elected); and (b)
as to the shareholder giving the notice (i) the name and address, as they appear
on the corporation's books, of such shareholder and (ii) the class and number of
shares of stock of the corporation which are beneficially owned by such
shareholder. 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 shareholder'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 procedures set forth in this Section 2.12. The Chairman of the meeting
shall, if the facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with the procedures prescribed by the By-
Laws; and in that event the defective nomination shall be disregarded.
Section 2.13. NOTICE OF SHAREHOLDER PROPOSALS. At any meeting of the
shareholders, only such business shall be conducted as shall have been properly
brought before the meeting. To be properly
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brought before a meeting, business must be (a) specified in the notice of the
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors, (b) otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (c) otherwise properly brought before
the meeting by a shareholder. For business to be properly brought before a
meeting by a shareholder, the shareholder must have given timely notice thereof
in writing to the Secretary of the corporation. To be timely, a shareholder's
notice must be delivered to or mailed and received at the principal executive
offices of the corporation, not less than 60 days nor more than 90 days prior to
the meeting; provided, however, that in the event that less than 70 days' notice
or prior public disclosure of the date of the meeting is given or made to
shareholders, notice by the shareholder to be timely must be so received not
later than the close of business on the tenth day following the day on which
such notice of the date of the meeting was mailed or such public disclosure was
made. A shareholder's notice to the Secretary shall set forth as to each matter
the shareholder proposes to bring before the meeting (a) brief description of
the business desired to be brought before the meeting and the reasons for
conducting such business at the meeting, (b) the name and address, as they
appear on the corporation's books. of the shareholder proposing such business,
(c) the class and number of shares of the corporation which are beneficially
owned by the shareholder, and (d) any material interest of the shareholder in
such business. Notwithstanding anything in the By-Laws to the contrary, no
business shall be conducted at any meeting of shareholders except in accordance
with the procedures set forth in this Section 2.13. The Chairman of the meeting
shall, if the facts warrant, determine and declare to the meeting that business
was not properly brought before the meeting in accordance with the provisions of
this Section 2.13, and if he should so determine, he shall so declare to the
meeting and any such business not properly brought before the meeting shall not
be transacted.
ARTICLE III
DIRECTORS
Section 3.1. NUMBER AND ELECTION. The number of directors which shall
constitute the whole Board shall be not less than nine. The exact number of
directors shall be fixed from time to time by the Board of Directors pursuant to
a resolution adopted by a majority of the entire Board of Directors. The
Directors shall be divided into three classes, as nearly equal in number as
possible, with respect to the time for which they shall severally hold office.
Directors of the First Class first chosen shall hold office for one year or
until the first annual election; Directors of the Second Class first chosen
shall hold office until the second annual election; and Directors of the Third
Class shall hold office until the third annual election. In each annual election
or adjournment thereof, the successors to the Class of Directors whose terms
shall expire at that time shall be elected to hold office for terms of three
years so that the term of office of one class of Directors shall expire in each
year. Each Director elected shall hold office until his successor shall be
elected and shall qualify. Notwithstanding anything contained in these By-Laws
to the contrary, the affirmative vote of the holders of at least 75% of the
shares of this corporation entitled to vote for the election of directors shall
be required to amend or repeal, or to adopt any provision inconsistent with,
this Section 3.1.
Section 3.2. REGISTRATION AND VACANCIES.
(a) RESIGNATIONS. Any Director may resign at any time by giving written
notice to the Board of Directors or to the President. Any such resignation shall
take effect at the date of the receipt of such notice or at any later time
specified therein; and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
(b) NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Subject to the rights of
the holders of any series of Preferred Stock, then outstanding, newly created
directorships resulting from any increase in the authorized number of directors
or any vacancies in the Board of Directors resulting from death,
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resignation, retirement, disqualification, removal from office or other cause
shall be filled by a majority vote of the Directors then in office, and
Directors so chosen shall hold office for a term expiring at the Annual Meeting
of Shareholders at which the term of the class to which they have been elected
expires.
(c) REMOVAL. Subject to the rights of the holders of any series of
Preferred Stock then outstanding, any Director, or the entire Board of
Directors, may be removed from office at any time, but only for cause and only
by the affirmative vote of the holders of at least 75% of the shares of this
corporation entitled to vote for the election of directors.
(d) AMENDMENT, REPEAL, ETC. Notwithstanding anything contained in these
By-Laws to the contrary, the affirmative vote of the holders of at least 75% of
all of the shares of this corporation entitled to vote for the election of
directors shall be required to amend or repeal, or to adopt any provision
inconsistent with, this Section 3.2.
Section 3.3. MANAGEMENT OF AFFAIRS OF CORPORATION. The property and
business of the corporation shall be managed by its Board of Directors, which
may exercise all such powers of the corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by these
By-Laws directed or required to be exercised or done by the shareholders. In
case the corporation shall transact any business or enter into any contract with
a director, or with any firm of which one or more of its directors are members,
or with any trust, firm, corporation or association in which any director is a
shareholder, director or officer or otherwise interested, such directors shall
be severally under the duty of disclosing all material facts as to their
interest to the remaining directors promptly if and when such interested
directors shall become advised of the circumstances; and no such contract or
transaction shall be void or voidable solely by reason of such disclosed
interest or solely because such interested director was present at or
participated in the meeting of the board or committee thereof which authorized
the contract or transaction, or solely because his or their votes are counted
for such purpose, if the board or committee thereof in good faith authorizes
such contract or transaction by a vote sufficient for such purpose without
counting the vote of such interested director or directors. In the case of
continuing relationships in the normal course of business, such disclosure shall
be deemed effective, when once given, as to all transactions and contracts
subsequently entered into.
Section 3.4. REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held without other notice than this By-Law immediately after the Annual
Meeting of Shareholders, and on the last Tuesday of June, September, and
December at the principal office of the corporation in the State of Illinois or
at such other place within or without the State of Delaware as the Chairman of
the Board or the President may designate and which shall be set forth in a
notice of said meeting. In the event the date of any regular meeting is a
holiday, such meeting shall be held the next succeeding business day.
Section 3.5. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of the Chairman of the Board, the President
or by a majority of the 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 3.6. NOTICE OF SPECIAL MEETINGS. Except as otherwise prescribed by
statute, written notice of the time and place of each special meeting of the
Board of Directors shall be given at least one day prior to the time of holding
the meetings. Any director may waive notice of any meeting. The attendance of a
director at any meeting shall constitute a waiver of notice of such meeting,
except when a director attends a meeting for the express purpose of objecting to
the transaction of any business because the meeting is not lawfully called or
convened. Unless otherwise provided by statute neither the business to be
transacted at, nor the purpose of, any special meeting of the Board of Directors
need be specified in any notice, or waiver of notice of such meeting. (See also
Articles IV and X.)
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Section 3.7. QUORUM. At each meeting of the Board of Directors, the
presence of not less than a majority of the Directors then in office shall be
necessary and sufficient to constitute a quorum for the transaction of business,
and the act of a majority of the Directors present at any meeting at which there
is a quorum shall be the act of the Board of Directors, except as may be
otherwise specifically provided by statute. If a quorum shall not be present at
any meeting of Directors, the Directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present. In determining the presence of a quorum at a meeting
of the Directors or a committee thereof for the purpose of authorizing a
contract or transaction between the corporation and one or more of its
Directors, or between the corporation and any other corporation, partnership,
association, or other organization in which one or more of its Directors are
directors or officers, or have a financial interest, such interested Directors
may be counted in determining a quorum.
Section 3.8. PRESUMPTION OF ASSENT. Unless otherwise provided by statute,
a director of the corporation who is present at a meeting of the Board of
Directors at which action is taken on any corporate matter shall be conclusively
presumed to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as Secretary of the meeting before
the adjournment thereof or shall forward such dissent by registered mail to the
Secretary of the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.
Section 3.9. 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 or of such
committee, as the case may be, consent thereto in writing and such writing or
writings are filed with the minutes of proceedings of the Board or such
committee.
Section 3.10. PRESIDING OFFICER. The presiding officer of any meeting of
the Board of Directors shall be the Chairman of the Board, or in his absence,
the President.
Section 3.11. COMMITTEE OF DIRECTORS. The Board of Directors may, by
resolution adopted by a majority of the whole Board, designate three or more
Directors to constitute an Executive Committee, which committee, when the Board
of Directors is not in session shall have and exercise all of the authority of
the Board of Directors in the management of the corporation except to the
extent, if any, that such authority shall be limited by resolution appointing
the Executive Committee and except also that the Executive Committee shall not
have the authority of the Board of Directors which cannot be delegated under the
law, or:
a. to amend the Certificate of Incorporation;
b. to adopt a plan of merger or consolidation with another corporation
or corporations;
c. to recommend to shareholders the sale, lease, exchange, mortgage,
pledge or other disposition of all or substantially all of the
property and assets of the corporation if not made in the ordinary
course of its business;
d. to recommend to shareholders a voluntary dissolution of the
corporation or a revocation thereof;
e. to amend, alter or repeal the By-Laws of the corporation;
f. to elect or remove officers of the corporation or members of the
Executive Committee;
g. to fix the compensation of any member of the Executive Committee;
h. to declare dividends; or
i. to amend, alter or repeal any resolution of the Board of Directors
which by its terms provides that it shall not be amended, altered or
repealed by the Executive Committee.
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The Chairman of the Executive Committee shall be appointed by the Board of
Directors at the time its members are designated. Regular meetings of the
Executive Committee may be held without notice at such times and places as the
Executive Committee may from time to time by resolution fix. Special meetings of
the Executive Committee may be called by any member thereof upon not less than
one day's notice stating the place, date and hour of the meeting which notice
may be written or oral, and if mailed, shall be deemed to be delivered when
deposited in the United States mail addressed to the member of the Executive
Committee at his business address. Any member of the Executive Committee may
waive notice of any meeting and no notice of any meeting need be given to any
member thereof who attends in person. The notice of a meeting of the Executive
Committee need not state the business proposed to be transacted at the meeting.
A majority of the members of the Executive Committee shall constitute a
quorum for the transaction of business at any meeting thereof, and action of the
Executive Committee must be authorized by the affirmative vote of a majority of
the members present at a meeting at which a quorum is present. Any vacancy in
the Executive Committee may be filled by a resolution adopted by a majority of
the whole Board of Directors. Any member of the Executive Committee may be
removed at any time with or without cause by resolution adopted by a majority of
the whole Board of Directors. Any member of the Executive Committee may resign
from the Executive Committee at any time by giving written notice to the
President or Secretary of the corporation, and unless otherwise specified,
therein, the acceptance of such resignation shall not be necessary to make it
effective. The Executive Committee may fix its own rules of procedure which
shall not be inconsistent with these By-Laws. It shall keep regular minutes of
its proceedings and report the same to the Board of Directors for its
information only at the meeting thereof held next after the proceedings shall
have been taken.
The Board of Directors may, by resolution passed by a majority of the whole
Board, designate one or more additional committees, each committee to consist of
two or more Directors of the corporation, to perform specific functions on
behalf of the Board of Directors. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors. The Board of Directors may designate one or more
Directors as alternate members of any such committee, who may replace any absent
or disqualified member thereof.
Section 3.12. FEES AND COMPENSATION OF DIRECTORS. The Board of Directors,
by the affirmative vote of a majority of directors then in office, and
irrespective of any personal interest of any of its members, shall have
authority to establish reasonable compensation of all directors for services to
the corporation as directors, officers, or otherwise. The Board of Directors may
allow by resolution a fixed monthly or annual sum payable to such director or
directors as are not officers or employees of the corporation as compensation to
such director or directors for extended consideration of corporation matters
implicit in the office of such director. By resolution of the Board of
Directors, the directors may be paid their expenses, if any, of attendance at
each meeting of the Board, and may be paid a fixed sum for attendance at
meetings or a stated salary as directors. Nothing herein contained shall be
construed to preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
Section 3.13. RELIANCE UPON RECORDS. Every director of the corporation, or
member of any committee designated by the Board of Directors pursuant to
authority conferred by Section 3.11. of these By-Laws, shall, in the performance
of his duties, be fully protected in relying in good faith upon the books of
account or reports made to the corporation by any of its officials, or by an
independent certified public accountant, or by an appraiser selected with
reasonable care by the Board of Directors or by any such committee, or in
relying in good faith upon other records of the corporation including, without
limiting the generality of the foregoing, those as to the value and amount of
assets, liabilities and/or net profits of the corporation, or any other facts
pertinent to the existence and amount of surplus or other funds from which the
corporation's stock might properly be purchased or redeemed.
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ARTICLE IV
NOTICES
Section 4.1. MANNER OF NOTICE. Whenever under the provisions of the
statutes of these By-Laws notice is required to be given to any director, member
of any committee designated by the Board of Directors pursuant to authority
conferred by Section 3.11. of these By-Laws or shareholder, it shall not be
construed to require personal delivery, and such notice may be given in writing
by depositing it, in a sealed envelope, in the United States mails, air mail or
first class, postage prepaid, addressed to (or by delivering it to a telegraph
company, charges prepaid, for transmission to) such director, member or
shareholder either at the address of such director, member or shareholder as it
appears on the books of the corporation or, in the case of such a director or
member, at his business address; and such notice shall be deemed to be given at
the time when it is thus deposited in the United States mails (or delivered to
the telegraph company).
Section 4.2. WAIVER OF NOTICE. Whenever any notice is required to be given
under the provisions of the statutes, the Certificate of Incorporation, or these
By-Laws, a waiver thereof in writing signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V
OFFICERS
Section 5.1. OFFICES AND OFFICIAL POSITIONS. The officers of the
corporation shall be a Chairman of the Board, a President, a Chief Executive
Officer, and Executive Vice President, A Vice President -- Finance, one or more
additional Vice Presidents, the number thereof to be determined by the Board of
Directors, a Treasurer, a Controller, a Secretary, and such Assistant
Secretaries, Assistant Treasurers, and other officers as the Board of Directors
may determine. Any two or more offices may be held by the same person, except
the offices of President and Secretary. None of the officers need be a director,
a shareholder of the corporation or a resident of the State of Delaware. The
Board of Directors may from time to time establish, and abolish official
positions within such divisions into which the business and operations of the
corporation may be divided pursuant to Section 6.1. of these By-Laws, and assign
titles and duties to such positions. Those appointed to official positions
within divisions may, but need not, be officers of the corporation. The Board of
Directors shall appoint officers to official positions within a division and may
with or without cause remove from such a position any person appointed to it. In
any event, the authority incident to an official position within a division
shall be limited to acts and transactions within the scope of the business and
operations of such division.
Section 5.2. ELECTION AND TERM OF OFFICE. The officers of the corporation
shall be elected annually by the Board of Directors at their first meeting held
after each regular annual meeting of the shareholders. If the election of
officers shall not be held at such meeting of the Board, such election shall be
held at a regular or special meeting of the Board of Directors as soon
thereafter as may be convenient. Each officer shall hold office for such term as
the Board of Directors shall specify, or until his death, or until he shall
resign or shall have been removed in the manner hereinafter provided. Election
or appointment of an officer or agent shall not in itself create contract
rights.
Section 5.3. REMOVAL AND RESIGNATION. Any officer may be removed, either
with or without cause, by a majority of the directors at the time in office at
any regular or special meeting of the Board; but such removal shall be without
prejudice to the contract rights, if any, of such person so removed. Any officer
may resign at any time by giving written notice to the Board of Directors, to
the President or to the Secretary of the corporation. Any such resignation shall
take effect at the date of the receipt of such notice or at any later time
specified therein; and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
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Section 5.4. VACANCIES. A vacancy in any office because of death,
resignation, removal, or any other cause may be filled for the unexpired portion
of the term by the Board of Directors.
Section 5.5. CHAIRMAN OF THE BOARD. The Chairman of the Board shall
preside at all meetings of the shareholders and the Board of Directors and shall
consult and advise with the other officers of the corporation in connection with
its operation.
Section 5.6. PRESIDENT. The President shall preside at all meetings of the
shareholders and of the Board of Directors in the absence of the Chairman of the
Board, and of committees of directors of the corporation of which he is a
member. He shall direct the activities of the corporation in accordance with
policies and objectives established by the Board of Directors. He shall execute
any deeds, mortgages, bonds, contracts or other instruments of the corporation,
except where required or permitted by law to be otherwise signed and executed
and except where the signing and execution thereof shall be expressly delegated
by the Board of Directors or the President to some other officer or agent of the
corporation. He may sign, with the Secretary or any Assistant Secretary,
certificates for shares of stock of the corporation the issuance of which shall
have been authorized by the Board of Directors, shall vote, or give a proxy to
any other person to vote, all shares of the stock of any other corporation
standing in the name of the corporation, shall have the general powers and
duties of management usually vested in the office of a President of a
corporation and shall have such other powers and duties as may be prescribed by
the Board of Directors or these By-Laws.
Section 5.7. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of the
corporation shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and affairs of the
corporation. He shall have authority to designate the duties and powers of
officers and delegate special powers and duties to specified officers, so long
as such designation shall not be inconsistent with the statutes, these By-Laws,
or action of the Board of Directors. He shall do and perform such other duties
as from time to time may be assigned to him by the Board of Directors. The
authority and responsibilities of the Chief Executive Officer shall be assigned
by the Board of Directors to either the Chairman of the Board or the President.
His actions shall be executed through the office of the President.
Section 5.8. EXECUTIVE VICE PRESIDENT. The Executive Vice President shall
be vested with all of the powers and shall perform all of the duties of the
President in the absence of the President. He shall familiarize himself with the
overall operations of the business under the direction of the President and
shall do and perform such duties as from time to time may be assigned to him by
the President and the Board of Directors.
Section 5.9. VICE PRESIDENT -- FINANCE. The Vice President-Finance, as the
chief financial officer of the corporation, shall: (a) be responsible to the
President, the Executive Vice President and the Board of Directors for all the
property of the corporation, tangible and intangible, and for the receipt,
custody and disbursement of all funds and securities of the corporation; (b)
receive and give receipts for moneys due and payable to the corporation from any
source whatsoever and deposit all such moneys in the name of the corporation in
such banks, trust companies or other depositories as shall from time to time be
selected in accordance with the provisions of Section 7.4 of these By-Laws; (c)
disburse the funds of the corporation as ordered by the President or as required
in the ordinary conduct of the business of the corporation; (d) render to the
President or Board of Directors, upon request, an account of all his
transactions as Vice President-Finance and such other duties as from time to
time may be assigned to him by the President, by the Board of Directors or these
By-Laws. He may delegate such details of the performance of duties of his office
as may be appropriate in the exercise of reasonable care to one or more persons
in his stead.
Section 5.10. VICE PRESIDENTS. In the absence or inability to act of the
President, the Executive Vice President, the Vice Presidents in order of their
ranking by the Board of Directors or, if not ranked, the Vice President
designated by the Board of Directors, or the President, shall perform all duties
of the President and, when so acting, shall have all the powers of, and be
subject to all the restrictions upon, the President. The Vice Presidents shall
have such other powers and perform such
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other duties, not inconsistent with the statutes, these By-Laws, or action of
the Board of Directors, as from time to time may be prescribed for them,
respectively, by the President. Any Vice President may sign, with the Treasurer
or an Assistant Treasurer or the Secretary or an Assistant Secretary,
certificates for shares of stock of the corporation the issuance of which shall
have been authorized by the Board of Directors.
Section 5.11. SECRETARY. The Secretary shall: (a) keep the minutes of the
meetings of the shareholders and the Board of Directors in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these By-Laws or as required by law; (c) have charge of
the corporate records and of the seal of the corporation; (d) affix the seal of
the corporation, or cause it to be affixed, to all certificates for shares prior
to the issue thereof and to all documents the execution of which on behalf of
the corporation under its seal is duly authorized by the Board of Directors or
otherwise in accordance with the provisions of the By-Laws; (e) keep a register
of the post office address of each shareholder, director and committee member,
which shall from time to time be furnished to the Secretary by such shareholder,
director or member; (f) sign with the President, the Executive Vice President,
or a Vice President, certificates for shares of stock of the corporation, the
issuance of which shall have been authorized by resolution of the Board of
Directors; (g) have general charge of the stock transfer books of the
corporation; and (h) in general, perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the President, the Executive Vice President or by the Board of Directors. He may
delegate such details of the performance of duties of his office as may be
appropriate in the exercise of reasonable care to one or more persons in his
stead.
Section 5.12. TREASURER. In the absence or inability to act of the Vice
President -- Finance, the Treasurer shall perform all duties of the Vice
President -- Finance and, when so acting, shall have all the powers of, and be
subject to all the restrictions upon, the Vice President -- Finance. The
Treasurer shall have such other powers and perform such other duties, not
inconsistent with the statutes, these By-Laws, or action of the Board of
Directors, as from time to time may be prescribed for him by the Vice President
- -Finance. The Treasurer may delegate such details of the performance of his
office as may be appropriate in the exercise of reasonable care to one or more
persons in his stead.
Section 5.13. CONTROLLER. The Controller shall be the Chief Accounting
Officer of the corporation and shall have the responsibility for the accounts
and accounting practices of the corporation; maintain records of assets,
liabilities, and transactions thereof, and provide for regular audits; initiate
and execute measures calculated to provide the maximum safety, clarity and
efficiency in the recording and reporting of transactions; prepare and direct
all budgets; and verify all authorizations. He shall do and perform such duties
as from time to time may be assigned to him by the Vice President -- Finance or
the Board of Directors.
Section 5.14. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The
Assistant Treasurers and Assistant Secretaries shall, in the absence of the
Treasurer or Secretary, respectively, perform all functions and duties which
such absent officer may delegate; but such delegation shall in nowise relieve
the absent officer from the responsibilities and liabilities of his office. In
addition, an Assistant Secretary, as thereto authorized by the Board of
Directors, may sign with the President, the Executive Vice President or a Vice
President, certificates for shares of the corporation, the issuance of which
shall have been authorized by a resolution of the Board of Directors; and the
Assistant Secretaries and Assistant Treasurers shall, in general, perform such
duties as shall be assigned to them by the Secretary or the Treasurer,
respectively, or by the President or Board of Directors.
Section 5.15. DELEGATION OF DUTIES. In case of the absence of an officer
of the corporation or for any other reason that may seem sufficient to the Board
of Directors, said Board may delegate for the time being the powers and duties
of such officer to any other officer or to any Director except where otherwise
provided by law.
Section 5.16. COMPENSATION. The salaries of the officers shall be fixed
from time to time by the Board of Directors or a Committee of the Board of
Directors designated by the Board with the
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exception of the salaries of such Committee, which shall be established by the
Board of Directors, and no officer shall be prevented from receiving such salary
by reason of the fact that he is also a Director of the corporation.
Section 5.17. PERFORMANCE BOND. The Board of Directors may request any
officer, agent or employee of the corporation to furnish a bond of such sum and
with such sureties as it may deem advisable for the faithful performance of the
duties of such officer, agent or employee.
ARTICLE VI
DIVISIONS
Section 6.1. DIVISIONS OF THE CORPORATION. The Board of Directors shall
have the power to create and establish such operating divisions of the
corporation as they may from time to time deem advisable.
Section 6.2. OFFICIAL POSITIONS WITHIN A DIVISION. The President may
appoint individuals who are not officers of the corporation to, and may, with or
without cause, remove them from, official positions established with a division,
but not filled by the Board of Directors. (See also Section 5.1 of these
By-Laws.)
ARTICLE VII
CONTRACT, LOANS, CHECKS AND DEPOSITS
Section 7.1. CONTRACTS AND OTHER INSTRUMENTS. The Board of Directors may
authorize any officer of officers, agent or agents, to enter into any contract
or execute and deliver any instrument in the name of and on behalf of the
corporation, or of any division thereof, and such authority may be general or
confined to specific instances.
Section 7.2. LOANS. No loans shall be contracted on behalf of the
corporation or any division thereof, and no evidence of indebtedness shall be
issued in the name of the corporation, or any division thereof, unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
Section 7.3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation, or any division thereof, shall be signed by such
officer or officers, agent or agents of the corporation, and in such manner as
shall from time to time be determined by resolution of the Board of Directors.
Section 7.4. DEPOSITS. All funds of the corporation, or any divisions
thereof, not otherwise employed shall be deposited from time to time to the
credit of the corporation in such banks, trust companies or other depositories
as the Board of Directors may select.
ARTICLE VIII
CERTIFICATES OF STOCK AND THEIR TRANSFER
Section 8.1. CERTIFICATES OF STOCK. The certificates of stock of the
corporation shall be in such form as may be determined by the Board of
Directors, 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 President, the Executive Vice President, or
a Vice President and the Secretary or an Assistant Secretary. If any stock
certificate is signed (a) by a transfer agent or an assistant transfer agent or
(b) by a transfer clerk acting on behalf of the corporation and a registrar, the
signature of any such officer may be facsimile. In case any such officer whose
facsimile signature has thus been used on any such certificate shall cease to be
such officer, whether because of death, resignation or otherwise, before such
certificate has been delivered by the corporation, such certificate may
nevertheless be delivered by the corporation, as though the person whose
facsimile signature has
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been used thereon had not ceased to be such officer. All certificates properly
surrendered to the corporation for transfer shall be canceled and no new
certificate shall be issued to evidence transferred shares until the former
certificate for at least a like number of shares shall have been surrendered and
canceled and the corporation reimbursed for any applicable taxes on the
transfer, except that in the case of a lost, destroyed or mutilated certificate
a new one may be issued therefor upon such terms, and with such indemnity (if
any) to the corporation, as the Board of Directors may prescribe specifically or
in general terms or by delegation to the transfer agent. (See Section 8.2.)
Section 8.2. LOST OR DESTROYED CERTIFICATES. The Board of Directors in
individual cases, or by general resolution or by delegation to the transfer
agent, may direct a new certificate or certificates to be issued by the
corporation in place of the certificate or certificates alleged to have been
lost or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost or destroyed. When authorizing such
issue of new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost or destroyed certificate, or his legal representative, to
advertise the same in such manner as it shall require and/or to give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost or destroyed.
Section 8.3. TRANSFER OF STOCK. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, and upon payment of applicable taxes with respect to such transfer, it
shall be the duty of the corporation, subject to such rules and regulations as
the Board of Directors may from time to time deem advisable concerning the
transfer and registration of certificates for shares of capital stock of the
corporation, to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books. Transfers of
shares shall be made only on the books of the corporation by the registered
holder thereof or by his attorney or successor duly authorized as evidenced by
documents filed with the Secretary or transfer agent of the corporation.
Section 8.4. RESTRICTIONS ON TRANSFER. Any shareholder may enter into an
agreement with other shareholders or with the corporation providing any
reasonable limitation or restriction on the right of such shareholder to
transfer shares of common stock of the corporation held by him, including,
without limiting the generality of the foregoing, agreements granting to such
other shareholders or to the corporation the right to purchase for a given
period of time any of such shares on terms equal to terms offered such
shareholders by any third party. Any such limitation or restriction on the
transfer of shares of this corporation may be set forth on certificates
representing shares of common stock or notice thereof may be otherwise given to
the corporation or the transfer agent, in which case the corporation or the
transfer agent shall not transfer such shares upon the books of the corporation
without receipt of satisfactory evidence of compliance with the terms of such
limitation or restriction; provided, however, no such restriction, unless noted
conspicuously on the security, shall be effective against anyone found by a
court of competent jurisdiction to be other than a person with actual knowledge
of the restriction.
Section 8.5. NO FRACTIONAL SHARE CERTIFICATES. Certificates shall not be
issued representing fractional shares of stock.
Section 8.6. SHAREHOLDERS OF RECORD. The corporation shall be entitled to
treat the holder of record of any shares or shares of stock as the holder in
fact thereof, and accordingly shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.
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ARTICLE IX
GENERAL PROVISIONS
Section 9.1. FISCAL YEAR. The fiscal year of the corporation shall begin
on December 1 of each year and end on November 30 of the next succeeding
calendar year.
Section 9.2. SEAL. The corporate seal shall have inscribed thereon the
name of the corporation and the words "CORPORATE SEAL" and "DELAWARE"; and it
shall otherwise be in the form approved by the Board of Directors. Such seal may
be used by causing it, or a facsimile thereof, to be impressed or affixed or
reproduced, or otherwise.
ARTICLE X
AMENDMENTS
Section 10.1. Except as provided in Sections 2.2, 3.1, and 3.2 of these
By-Laws, any provision of these By-Laws may be altered, amended or repealed from
time to time by the affirmative vote of a majority of the directors then
qualified and acting at any regular meeting of the Board at which a quorum is
present, or at any special meeting of the Board at which a quorum is present if
notice of the proposed alteration, amendment or repeal be contained in the
notice of such special meeting; provided, however, that no reduction in the
number of directors shall have the effect of removing any director prior to the
expiration of his term in office.
March 29, 1969
Amended and Restated June 30, 1969
Amended January 3, 1980
Amended January 31, 1981
Amended February 11, 1983
Amended March 26, 1983
Amended June 25, 1985
Amended October 8, 1985
Amended December 1, 1988
Amended January 20, 1992
Amended January 27, 1994
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