Exhibit 3(b)
BY-LAWS OF ILLINOIS TOOL WORKS INC.
ARTICLE I
Offices
SECTION 1. Registered Office. The registered office shall be in
the City of Wilmington, County of New Castle, State of Delaware.
SECTION 2. Other Offices. The corporation may also have offices
in Chicago, Illinois, and offices at such other places as the
Board of Directors or officers may from time to time determine.
ARTICLE II
Stockholders
SECTION 1. Annual Meeting. The annual meeting of the
stockholders shall be in the month of April or May of each year.
The place, date and time of the meeting shall be fixed by the
Board of Directors and stated in the notice of the meeting.
SECTION 2. Special Meetings. Special meetings of the
stockholders may be called by the chairman or by a majority of
the Board of Directors.
SECTION 3. Place of Meeting. The Board of Directors may
designate any place, either within or without Delaware, as the
place of meeting for any meeting of the stockholders (annual or
special) called by the Board of Directors. If a special meeting
is otherwise called, the place of meeting shall be in Chicago,
Illinois as designated in the notice.
SECTION 4. Notice of Meetings. Written or printed notice
stating the place, day and hour of the meeting shall be delivered
either personally or by mail, by or at the direction of the
chairman or persons calling the meeting to each stockholder of
record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United
States mails in a sealed envelope addressed to the stockholder at
his address as it appears on the records of the corporation, with
postage thereon prepaid.
SECTION 5. Voting of Shares by Certain Holders. Shares of stock
standing in the name of another corporation, domestic or foreign,
may be voted by such officer, agent or proxy as the by-laws of
such corporation may prescribe, or, in the absence of such
provision, as the Board of Directors of such corporation may
determine.
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Shares of stock standing in the name of a deceased person may be
voted by his administrator or executor, either in person or by
proxy. Persons holding stock in a fiduciary capacity shall be
entitled to vote the shares so held. Persons whose stock is
pledged shall be entitled to vote, unless in the transfer by the
pledgor on the books of the corporation he has expressly
empowered the pledgee to vote thereon, in which case only the
pledgee, or his proxy, may represent such stock and vote thereon.
Shares of stock standing in the name of a receiver may be voted
by such receiver, and shares of stock held by or under the
control of a receiver may be voted by such receiver without the
transfer thereof into his name if authority so to do be contained
in an appropriate order of the court by which such receiver was
appointed.
SECTION 6. Fixing of Record Date. Unless any statute requires
otherwise, for the purpose of determining (a) stockholders
entitled to notice of or to vote at any meeting of stockholders,
or (b) stockholders entitled to receive payment of any dividend,
or (c) stockholders, with respect to any lawful action, the Board
of Directors may fix in advance a date as the record date for any
such determination of stockholders, such date in any case to be
not more than sixty days and, in case of a meeting of
stockholders, not less than ten days. If no record date is
fixed: (1) the record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at
the close of business on the day next preceding the day on which
notice is given, or, if notice is waived, at the close of
business on the day next preceding the day on which the meeting
is held; (2) the record date for determining stockholders for any
other purpose shall be at the close of business on the day on
which the Board of Directors adopts the resolution relating
thereto. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to
any adjournment of the meeting; provided, however, that the Board
of Directors may fix a new record date for the adjourned meeting.
SECTION 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 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 quorum
shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present
in person or represented by proxy, shall have power to adjourn
the meeting from time to time until a quorum shall be present or
represented. No notice other than an announcement at the meeting
need be given unless the adjournment is for more than thirty days
or a new record date is to be fixed for the adjourned meeting.
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 notified.
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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
or of these by-laws, a different vote is required in which case
such express provision shall govern and control the decision of
such question.
SECTION 8. Proxies. At all meetings of stockholders, a
stockholder may vote by proxy executed in writing by the
stockholder or by his duly authorized attorney-in-fact. Such
proxy shall be filed with the secretary of the corporation before
or at the time of the meeting. Proxies shall be valid only with
respect to the meeting or meetings and any adjournment thereof,
for which they are given.
SECTION 9. Voting. Each stockholder shall have one vote in
person or by proxy for each share of stock having voting power
registered in his name on the books of the corporation at the
record date.
SECTION 10. Stockholder Nominations for Directors. Any
stockholder entitled to vote in the election of directors may
nominate one or more persons for election as directors, provided
written notice of such stockholder's nomination has been received
by the Secretary of the Company not later than (i) the close of
business on the last business day of December prior to the annual
meeting of stockholders in April or May, or (ii) the close of
business on the tenth day following the date on which notice of a
special meeting of stockholders is first given to stockholders
for an election of directors to be held at such meeting.
Such notice must contain: (a) the name and address of the
stockholder who intends to make the nomination; (b) the name,
age, and business and residential addresses of each person to be
nominated; (c) the principal occupation or employment of each
nominee; (d) the number of shares of capital stock of the
corporation beneficially owned by each nominee; (e) a statement
that the nominee is willing to be nominated and serve as a
director; and (f) such other information regarding each nominee
as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange
Commission had the Board of Directors nominated such nominee.
Nothing in this Section shall preclude the Board of Directors or
the Nominating Committee either from making nominations for the
election of directors or from excluding the person nominated by a
stockholder from the slate of directors presented to the meeting.
SECTION 11. Election of Directors. Directors shall be elected
by a plurality of the votes of the shares present in person or
represented by proxy at a meeting of stockholders and entitled to
voted on the election of directors.
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ARTICLE III
Directors
SECTION 1. General Powers. The business and affairs of the
corporation shall be managed by its Board of Directors.
SECTION 2. Number, Tenure and Qualifications. The number of
Directors of the corporation is established at fourteen. Each
Director shall hold office for the term for which such Director
is elected or until a successor shall have been chosen and shall
have qualified or until such Director's earlier death,
resignation, retirement, disqualification or removal.
SECTION 3. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this by-law,
immediately after, and at the same place as, the annual meeting
of stockholders. The Board of Directors may provide, by
resolution, the time and place, either within or without
Delaware, for the holding of additional regular meetings without
other notice than such resolution.
SECTION 4. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the chairman or
any two directors. The person or persons authorized to call
special meetings of the Board of Directors may fix any place,
either within or without Delaware, as the place for holding any
special meeting of the Board of Directors called by them.
SECTION 5. Notice. Notice of any special meeting shall be given
at least two days previously thereto by written notice delivered
personally, by mail or telegram, to each Director at his business
address or at such other address as he shall have previously
requested in writing. If mailed, such notice shall be deemed to
be delivered two days after being deposited in the United States
mails in a sealed envelope so addressed, with postage thereon
prepaid. If notice is given by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the
telegraph company. Neither the business to be transacted at, nor
the purpose of, any regular or special meeting of the Board of
Directors need be specified in the notice or waiver of notice of
such meeting, unless otherwise required by law.
SECTION 6. Quorum. A majority of the Board of Directors shall
constitute a quorum for the transaction of business at any
meeting of the Board of Directors, provided that if less than a
majority of the Directors are present at said meeting, a majority
of the Directors present may adjourn the meeting from time to
time without further notice. The act of the majority of the
Directors present at a meeting at which a quorum is present shall
be the act of the Board of Directors unless a greater number is
required by the Certificate of Incorporation or these by-laws.
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SECTION 7. Interested Directors. Except as may otherwise be
provided in the Certificate of Incorporation, no contract or
transaction between the corporation and one or more of its
Directors or officers, or between the corporation and any other
corporation, partnership, association, or other organization in
which one or more of its Directors or officers are Directors or
officers, or have a financial interest, shall be void or voidable
solely for this reason, or solely because the Director or officer
is present at or participates in the meeting of the Board or
committee thereof which authorizes the contract or transaction,
or solely because his or their votes are counted for such
purpose, if:
(a) The material facts as to his
relationship or interest and as to the
contract or transaction are disclosed or are
known to the Board of Directors or the
committee, and the Board or committee in good
faith authorizes the contract or transaction
by the affirmative votes of a majority of the
disinterested Directors, even though the
disinterested Directors be less than a
quorum; or
(b) The material facts as to his
relationship or interest and as to the
contract or transaction are disclosed or are
known to the stockholders entitled to vote
thereon, and the contract or transaction is
specifically approved in good faith by the
vote of the stockholders; or
(c) The contract or transaction is fair as
to the corporation as of the time it is
authorized, approved or ratified, by the
Board of Directors, a committee thereof, or
the stockholders.
Common or interested Directors may be counted in
determining the presence of a quorum at a meeting of
the Board of Directors or of a committee which
authorizes the contract or transaction.
SECTION 8. Vacancies. If vacancies occur in the Board of
Directors caused by death, resignation, retirement,
disqualification or removal from office of any Director or
Directors or otherwise, or if any new Directorship is created by
any increase in the authorized number of Directors, a majority of
the Directors then in office, though less than a quorum, may
choose a successor or successors, or fill the newly created
Directorship and the Directors so chosen shall hold office until
the next annual election of Directors and until their successors
shall be duly elected and qualified, unless sooner displaced.
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SECTION 9. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more
committees, each committee to consist of one or more of the
Directors of the corporation.
(a) The Board may designate one or more
directors as alternate members of any
committee, who may replace any absent or
disqualified member, at any meeting of the
committee. In the absence or
disqualification of a member of a committee,
the member or members thereof present at any
meeting and not disqualified from voting,
whether or not he or they constitute a
quorum, may unanimously appoint another
member of the Board of Directors to act at
the meeting in the place of any such absent
or disqualified member. Any such committee,
to the extent provided in the resolution of
the Board of Directors, shall have and may
exercise all the powers and authority of the
Board of Directors in the management of the
business and affairs of the corporation, and
may authorize the seal of the corporation to
be affixed to all papers which may require
it; but no such committee shall have the
power or authority in reference to amending
the certificate of incorporation, adopting an
agreement of merger or consolidation,
recommending to the stockholders the sale,
lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the
stockholders a dissolution of the corporation
or a revocation of a dissolution, or amending
the by-laws of the corporation; and, unless
the resolution or the certificate of
incorporation expressly so provide, no such
committee shall have the power or authority
to declare a dividend or to authorize the
issuance of stock. 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.
Each committee shall keep regular minutes of
its meetings and report the same to the Board
of Directors when required.
(b) Executive Committee. The Board of
Directors, by resolution adopted by a
majority of the whole Board, may designate
two or more Directors to constitute an
Executive Committee and one or more Directors
as alternates thereof. Subject to the
limitations provided in these by-laws and
such further limitation as might be required
by law or by the Certificate of Incorporation
or by further resolution of the Board of
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Directors, the Executive Committee may,
during intervals between meetings of the
Board of Directors, exercise the powers of
the Board of Directors in the management of
the business and affairs of the corporation
(including the corporation's dealings with
its foreign subsidiaries, affiliates, and
licensees) and may authorize the seal of the
corporation to be affixed to all papers which
may require it. The Committee shall not be
empowered to take action with respect to:
issuing bonds, debentures; increasing or
reducing the capital of the corporation;
authorizing commitments and expenditures in
excess of the total amount or amounts
provided in the capital budgets approved or
otherwise authorized by the Board of
Directors; borrowing of monies, except within
limits expressly approved by the Board of
Directors; electing officers; fixing the
compensation of officers; establishment of
stock option plans, profit sharing or similar
types of compensation plans, filling
vacancies or newly-created directorships on
the Board of Directors; removing officers or
directors of the corporation; dissolution, or
any other action specifically reserved to the
Board of Directors including all matters
requiring the approval of stockholders. The
Committee may also from time to time
formulate and recommend to the Board for
approval general policies regarding
management of the business and affairs of the
corporation. The designation of the
Committee and the delegation thereto of
authority shall not operate to relieve the
Board of Directors or any member thereof of
any responsibility imposed upon it or him by
operation of law. The secretary of the
corporation (or in his absence a person
designated by the Executive Committee) shall
act as secretary at all meetings of the
Executive Committee. A majority of the
Committee, from time to time, shall
constitute a quorum for the transaction of
business and the act of a majority of the
Directors present at a meeting in which a
quorum is present shall be the act of the
Committee, provided that in the absence or
disqualification of any member of the
Committee, the member or members thereof
present at any meeting and not disqualified
from voting, whether or not he or they
constitute a quorum, may unanimously appoint
another member of the Board of Directors to
act at the meeting in the place of any such
absent or disqualified member. Regular
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meetings of the Committee may be held without
notice at such times and at such places as
shall be fixed by resolution adopted by a
majority of the Committee. Special meetings
may be called by any member of the Committee
on twenty-four hours' prior written or
telegraphic notice.
(c) Compensation Committee. The Board of
Directors, by resolution adopted by a
majority of the whole Board, may designate
not less than two Directors to constitute a
Compensation Committee and one or more
directors as alternate members thereof, none
of whom shall be employees of the
corporation. In the absence or
disqualification of any member of the
Committee, the member or members thereof
present at any meeting and not disqualified
from voting, whether or not he or they
constitute a quorum, may unanimously appoint
another member of the Board of Directors to
act at the meeting in the place of any such
absent or disqualified member, provided that
the majority of the Committee, as then
constituted, shall not be employees of the
corporation. The Compensation Committee
shall review and determine from time to time
the salaries and other compensation of all
elected officers of the corporation and shall
submit to the Board of Directors such reports
in such form and at such time as the Board of
Directors may request. The Compensation
Committee shall also submit recommendations
from time to time to the Board of Directors
as to the granting of stock options.
(d) Audit Committee. The Board of
Directors, by resolution adopted by a
majority of the whole Board, may designate
two or more Directors who are not employees of the
corporation to constitute an Audit Committee
and one or more Directors who are not
employees of the corporation as alternate
members thereof, which Committee shall review
the selection and qualifications of the
independent public accountants employed from
time to time to audit the financial
statements of the corporation and the scope
and adequacy of their audits. The Committee
shall also consider recommendations made by
such independent public accountants. The
Committee may also make such review of the
internal financial audits of the corporation
as it considers desirable and shall report to
the Board any additions or changes which it
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deems advisable. In the absence or
disqualification of any member of the
Committee, the member or members thereof
present at any meeting and not disqualified
from voting, whether or not he or they
constitute a quorum, may unanimously appoint
another member of the Board of Directors who
is not an employee of the corporation to act
at the meeting in the place of any such
absent or disqualified member.
(e) Employee Benefits Committee. The Board
of Directors, by resolution adopted by a
majority of the whole Board, may designate
three (3) or more individuals, any or all of
whom may be non-director employees of the
Company, to constitute an Employee Benefits
Committee. The Committee shall select,
retain or remove the investment managers,
advisors, consultants and persons otherwise
employed by the Company as named fiduciaries
under the Company's employee benefit plans,
which actions it shall report to the Board of
Directors. The Committee shall review the
performance of the trustee or trustees,
investment managers, advisors and consultants
under said plans with respect to the
investment of plan assets. The Committee
shall be responsible for the administration
of the Company's employee benefit plans and,
in fulfilling that responsibility, may
delegate to others, whether Company employees
or otherwise, specific assignments in
administering the plans.
(f) Nominating Committee. The Board of
Directors, by resolution adopted by a
majority vote of the whole Board, may
designate two or more Directors to constitute
a Nominating Committee. This Committee shall
establish procedures for the receipt and evaluation of
suggestions of candidates for membership on
the Board of Directors and shall make
recommendations to the Board concerning
nominees for such membership. The Committee
may evaluate the various committees of the
Board and make recommendations to the Board
of Directors concerning the number, size,
membership and responsibilities of such
committees. The Committee may also make
recommendations to the Board of Directors
concerning the number of Directors to serve
on the Board and may establish standards for
evaluation of the performance of the
Directors in order to make recommendations
with regard thereto.
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SECTION 10. Consent in Lieu of Meeting. Unless otherwise
restricted by the Certificate of Incorporation or these by-laws,
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 members of the Board or committee
thereof, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of the proceedings
of the Board or committee.
SECTION 11. Compensation. Directors who are also full time
employees of the corporation shall not receive any compensation
for their services as Directors but they may be reimbursed for
reasonable expenses of attendance. By resolution of the Board of
Directors, all other Directors may receive, as compensation for
their services any combination of: an annual fee; a fee for each
meeting attended; shares of stock; or other forms of
compensation; together with reimbursement of expenses of
attendance, if any, at each regular or special meeting of the
Board of Directors or any committee of the Board of Directors;
provided, that nothing herein contained shall be construed to
preclude any Director from serving the corporation in any other
capacity and receiving compensation therefor.
SECTION 12. Meeting by Conference Telephone. Unless otherwise
restricted by the Certificate of Incorporation, members of the
Board of Directors or any committee designated by such Board may
participate in a meeting of such Board or committee by means of
conference telephone or similar communication equipment by means
of which all persons participating in the meeting can hear each
other, and participation in a meeting pursuant hereto shall
constitute presence in person at such meeting. Unless otherwise
required by law, no notice shall be required if a quorum of the
Board or any committee is participating.
ARTICLE IV
Officers
SECTION 1. Number. The officers of the corporation shall be a
chairman, vice chairman, president, chairman of the Executive
Committee, one or several vice presidents or executive vice
presidents (the number thereof to be determined by the Board of
Directors), one or several of the vice presidents may be
designated "senior vice president" by the Board of Directors and
one of whom may be elected as chief financial officer of the
corporation, a treasurer, a controller, a secretary, and other
such officers as may be elected in accordance with the provisions
of this article. Any two or more offices may be held by the same
person.
SECTION 2. Election and Term of Office. The officers of the
corporation shall be elected annually by the Board of Directors
at the first meeting of the Board of Directors held after each
annual meeting of stockholders. If the election of officers
shall not be held at such meeting, such election shall be held as
soon thereafter as conveniently may be. Vacancies may be filled
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or new offices created and filled at any meeting of the Board of
Directors. Each officer shall hold office until his successor
shall have been duly elected and shall have qualified or until
his death or until he shall resign or shall have been removed in
the manner hereinafter provided.
SECTION 3. Removal. Any officer or agent elected or appointed
by the Board of Directors may be removed by the Board of
Directors whenever in its judgment the best interests of the
corporation would be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person
so removed.
SECTION 4. Vacancies. A vacancy in any office because of
death, resignation, removal, disqualification or otherwise, may
be filled by the Board of Directors for the unexpired portion of
the term.
SECTION 5. Chairman. The chairman shall be the chief executive
officer of the corporation and shall have general supervision
over all of the affairs of the corporation and shall determine
and administer the policies of the corporation as established by
the Board of Directors or by the Executive Committee. The
chairman shall preside at all meetings of the stockholders, and
of the Board of Directors; and in the absence of the chairman of
the Executive Committee shall also preside at all meetings of the
Executive Committee; the chairman shall provide leadership to the
Board in reviewing and advising upon matters which exert major
influence on the manner in which the corporation's business is
conducted; and he shall perform such other duties as may be
conferred by law or assigned to him by the Board of Directors.
The chairman may sign, with the secretary or other proper officer
of the corporation thereunto authorized by the Board of
Directors, stock certificates of the corporation, any deeds,
mortgages, bonds, contracts, or other instruments, except in
cases where the signing or execution thereof shall be expressly
delegated by the Board of Directors or by these by-laws to some
other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed.
The chairman may also execute proxies on behalf of the
corporation with respect to the voting of any shares of stock
owned by the corporation. He shall have the power to appoint
agents or employees as in his judgment may be necessary or
appropriate for the transaction of the business of the
corporation, and in general shall perform all duties incident to
the office of chairman, and such other duties as may be
prescribed by the Board of Directors.
SECTION 6. Vice Chairman. The vice chairman shall assist the
chairman in supervising the affairs of the corporation, with
special responsibility for integrating acquired businesses into
the corporation. In the absence of the chairman, the vice
chairman shall preside at all meetings of the stockholders and
the Board of Directors. In the event of the absence or
disability of the chairman, the vice chairman shall assume all of
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the duties and responsibilities of that office. The vice
chairman may sign any deeds, mortgages, bonds, contracts or other
instruments, except in cases where the signing is required to be
by some other officer or agent of the corporation. The vice
chairman shall perform such other duties as may be designated by
the chairman of the Board of Directors.
SECTION 7. President. The president shall undertake and
faithfully discharge such duties as assigned by the Chairman and
shall administer the policies of the Company as established by
the Board or by the Executive Committee. In the absence of the
chairman and the vice chairman, the president shall preside at
all meetings of the stockholders and of the Board and shall
perform the duties and exercise the authority of the chairman.
In the absence of the chairman of the Executive Committee, the
president shall preside at all meetings of the Executive
Committee. The president may sign, with the secretary or other
proper officer of the corporation thereunto authorized by the
Board, stock certificates of the Company, any deeds, mortgages,
bonds, contracts or other instruments, except in cases where the
signing or execution thereof shall be expressly delegated by the
Board or by these by-laws to some other officer or agent of the
Company, or shall be required by law to be otherwise signed or
executed. The president may also execute proxies on behalf of
the Company with respect to the voting of any shares of stock
owned by the Company. The president shall have the power to
appoint agents or employees as in his/her judgment may be
necessary or appropriate for the transaction of the business of
the Company and in general shall perform all duties incident to
the office of president, and such other duties as may be
prescribed by the Chairman or the Board.
SECTION 8. Chairman of the Executive Committee. The chairman
of the Executive Committee shall preside at all meetings of the
Executive Committee; in the absence of the chairman and vice
chairman, he shall preside at all meetings of the stockholders
and the Board of Directors; he shall act in an advisory capacity
to the chairman in all matters concerning the interest and
management of the corporation, and he shall perform such other
duties as may be assigned to him by the Board of Directors, the
Executive Committee or the chairman. In the event of the absence
or disability of the chairman and vice chairman, he shall assume
all the duties and responsibilities of the office of the
chairman. The chairman of the Executive Committee may sign, with
the secretary or other proper officer of the corporation
thereunto authorized by the Board of Directors, stock
certificates of the corporation, any deeds, mortgages, bonds,
contracts, or other instruments delegated by the Board of
Directors or by these by-laws to some other officer or agent of
the corporation, or shall be required by law to be otherwise
signed or executed. The chairman of the Executive Committee may
also execute proxies on behalf of the corporation with respect to
the voting of any shares of stock owned by the corporation.
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SECTION 9. Executive Vice President(s). The executive vice
president or executive vice presidents (if elected by the Board
of Directors) shall perform such duties not inconsistent with
these by-laws as may be assigned to him or them by the chairman
or the Board of Directors. In the event of absence or disability
of the chairman, and vice chairman and chairman of the Executive
Committee, the executive vice president (or in the event there be
more than one, the executive vice president determined in the
order of election) shall assume all the duties and
responsibilities of the office of the chairman.
SECTION 10. Chief Financial Officer. The chief financial
officer (if elected by the Board of Directors) shall have general
supervision over the financial affairs of the corporation.
SECTION 11. The Vice President(s). The Board of Directors may
designate any vice president as a senior vice president. In the
event of absence or disability of the chairman and vice chairman,
the chairman of the Executive Committee and all executive vice
presidents, the senior vice president)) or the vice president(s)
in the order of election, shall assume all the duties and
responsibilities of the office of the chairman. Any senior vice
president or any vice president may sign, with the secretary or
an assistant secretary, stock certificates of the corporation;
and shall perform such other duties as from time to time may be
assigned to him by the chairman or by the Board of Directors. In
general, the vice president (or vice presidents, including the
senior vice president or senior vice presidents) shall perform
such duties not inconsistent with these by-laws as may be
assigned to him (or them) by the chairman, the executive vice
presidents or by the Board of Directors.
SECTION 12. The Treasurer. If required by the Board of
Directors, the treasurer shall give a bond for the faithful
discharge of his duties in such sum and with such surety or
sureties as the Board of Directors shall determine. He shall:
(a) have charge and custody of and be responsible for all funds
and securities of the corporation; receive and give receipts for
monies due and payable to the corporation from any source
whatsoever, and deposit all such monies in the name of the
corporation in such banks, trust companies or other depositaries
as shall be selected in accordance with the provisions of Article
VI of these by-laws; (b) in general perform all duties incident
to the office of treasurer and such other duties not inconsistent
with these by-laws as from time to time may be assigned to him by
the Board of Directors, or by the chairman, or any vice president
designated for such purpose by the chairman.
SECTION 13. The Secretary. The secretary shall: (a) keep the
minutes of the stockholders' and the Board of Directors' meetings
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) be custodian of the corporate
records and of the seal of the corporation and see that the seal
of the corporation is affixed to all stock certificates prior to
the issue thereof and to all documents, the execution of which on
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behalf of the corporation under its seal is required; (d) keep a
register of the post office address of each stockholder which
shall be furnished to the secretary by such stockholder; (e) sign
with a vice president, or the chairman, stock certificates of the
corporation, the issue of which shall have been authorized by
resolution of the Board of Directors; (f) have general charge of
the stock transfer books of the corporation; (g) act as secretary
at all meetings of the Executive Committee; and (h) in general
perform all duties incident to the office of secretary and such
other duties not inconsistent with these by-laws as from time to
time may be assigned to him by the chairman or by the Board of
Directors.
SECTION 14. The Controller. The controller shall provide
guidance and evaluation with respect to the corporation's
accounting and related functions, control and procedures systems,
budget programs, and coordinate same on a divisional and overall
corporate level. The controller shall report to such officer or
officers of the corporation and perform such other duties
incident to the office of controller as may be prescribed from
time to time by the chairman, chief financial officer, or by the
Board of Directors.
SECTION 15. Assistant Treasurers and Assistant Secretaries.
The chairman may appoint one or more assistant treasurers and one
or more assistant secretaries who shall serve as such until
removed by the chairman or the Board of Directors. The assistant
treasurers may be required to give bonds for the faithful
discharge of their duties in such sums and with such sureties as
the chairman shall determine. The assistant treasurers and
assistant secretaries, in general, shall perform such duties as
shall be assigned to them by the treasurer or the secretary,
respectively, or by the chairman, but shall not be considered to
be officers of the corporation solely by reason of such
appointments or titles.
SECTION 16. Appointive Presidents and Vice Presidents. The
chairman may from time to time designate employees of the
corporation who are managing one or several groups, divisions, or
other operations of the corporation as "President", "Vice
President", or similar title, which employees shall not be
considered to be officers of the corporation solely by reason of
such appointments or titles. The chairman shall report such
appointments to the Compensation Committee at least annually.
SECTION 17. Salaries. The salaries of the officers shall be
fixed from time to time by the Board of Directors on a monthly
basis and no officer shall be prevented from receiving such
salary by reason of the fact that he is also a Director of the
corporation.
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ARTICLE V
Indemnification of Officers, Directors, Employees and Agents
SECTION 1. Non-Derivative Actions and Criminal Prosecutions. To
the extent permitted by applicable law from time to time in
effect, the corporation shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that
he 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, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.
SECTION 2. Derivative Actions. The corporation shall indemnify
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by
or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he 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 against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit
if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation
and except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless and only to the
extent that the court in which such action or suit was brought
shall determine upon application that despite the adjudication of
liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.
SECTION 3. Right to Indemnification. To the extent that a
Director, officer, employee or agent of the corporation has been
successful on the merits or otherwise in defense of any action,
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suit or proceeding referred to in Sections 1 and 2 of this
Article, or in defense of any claim, issue or matter therein, he
shall be indemnified by the corporation against expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection therewith.
SECTION 4. Where No Adjudication. Any indemnification under
Sections 1 and 2 of this Article (unless ordered by a court)
shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the
Director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of
conduct set forth in said Sections 1 and 2. Such determination
shall be made (i) by the Board of Directors by a majority vote of
a quorum consisting of Directors who were not parties to such
action, suit or proceeding, or (ii) if such a quorum is not
obtainable, or, even if obtainable and a quorum of disinterested
Directors so directs, by independent legal counsel (compensated
by the corporation) in a written opinion, or (iii) by the
stockholders.
SECTION 5. Expenses. Expenses incurred in defending a civil or
criminal action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action,
suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by or on behalf of
the Director, officer, employee or agent to repay such amount
unless it shall ultimately be determined that he is entitled to
be indemnified by the corporation as authorized in this Article.
SECTION 6. Non-exclusive. The indemnification provided by this
Article shall not be deemed exclusive of any other rights to
which those seeking indemnification may be entitled under any by-
law, agreement, vote of stockholders or disinterested Directors
or otherwise, both as to action in his official capacity and as
to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a Director,
officer, employee, or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
SECTION 7. Insurance. The corporation may purchase and maintain
insurance on behalf of 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 against any liability asserted
against him and incurred by him in any such capacity, or arising
out of his status as such, whether or not the corporation would
have the power to indemnify him against such liability under the
provisions of this Article or of applicable law.
ARTICLE VI
Contracts, Loans, Checks and Deposits
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SECTION 1. Contracts. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract
or execute and deliver any instrument in the name of any on
behalf of the corporation, and such authority may be general or
confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on behalf of the
corporation and no evidence of indebtedness shall be issued in
its name unless authorized by a resolution of the Board of
Directors. Such authority may be general or confined to specific
instances.
SECTION 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, 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 4. Deposits. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of
the corporation in such banks, trust companies or other
depositaries as the Board of Directors may select.
ARTICLE VII
Stock Certificates
SECTION 1. Stock Certificates. Certificates representing shares
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 chairman, the chairman of the Executive
Committee, or a vice president and the treasurer or an assistant
treasurer or the secretary or an assistant secretary, and shall
be sealed with the seal of the corporation. If a stock
certificate is countersigned (a) by a transfer agent other than
the corporation or its employee, or (b) by a registrar other than
the corporation or its employee, any other signature on the
certificate may be a facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect
as if he were such officer, transfer agent or regis-trar at the
date of issue.
SECTION 2. Lost Certificates. The Board of Directors may from
time to time make such provision as it deems appropriate for the
replacement of lost, stolen or destroyed stock certificates,
including the requirement to furnish an affidavit and an
indemnity.
SECTION 3. Transfers of Stock. Upon surrender to the
corporation of the transfer agent of the corporation of a stock
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certificate duly endorsed or accompanied by proper evidence of
succession, assignment of authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the
transaction upon the books of the corporation. The person in
whose name shares of stock stand on the books of the corporation
shall be deemed the owner thereof for all purposes as regards the
corporation.
SECTION 4. Transfer Agents and Registrars. The Board of
Directors may appoint one or more transfer agents and registrars
and may thereafter require all stock certificates to bear the
signature of a transfer agent and registrar.
SECTION 5. Rules of Transfer. The Board of Directors shall have
the power and authority to make all such rules and regulations as
they may deem expedient concerning the issue, transfer and
registration of stock certificates of the corporation.
ARTICLE VIII
Fiscal Year
The fiscal year of the corporation shall begin on the
first day of January in each year and end on the thirty-first of
December in each year.
ARTICLE IX
Dividends
The Board of Directors may from time to time, declare,
and the corporation may pay, dividends on its outstanding shares
of stock in the manner and upon the terms and conditions provided
by law and its Certificate of Incorporation.
ARTICLE X
Seal
The Board of Directors shall provide a corporate seal
which shall be in the form of a circle and shall have inscribed
thereon the name of the corporation and the words "Corporate
Seal, Delaware".
ARTICLE XI
Waiver of Notice
Whenever any notice whatever is required to be given
under the provisions of these by-laws or under the provisions of
the Certificate of Incorporation or under the provisions of The
General Corporation Law of Delaware, waiver thereof in writing,
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signed by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be deemed
equivalent to the giving of such notice. Attendance of any
person at a meeting for which any notice whatever is required to
be given under the provisions of these by-laws, the Certificate
of Incorporation or The General Corporation Law of Delaware shall
constitute a waiver of notice of such meeting, except when the
person attends for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened.
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