EXHIBIT 99.2
AMENDED AND RESTATED
BYLAWS
OF
PROMUS HOTEL CORPORATION
ARTICLE I.
OFFICES
Section 1. REGISTERED OFFICE. The registered office of Promus Hotel
Corporation (the "Corporation") shall be at Corporation Service Company, 1013
Centre Road, in the City of Wilmington, County of New Castle, State of
Delaware.
Section 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 of the Corporation (the "Board of Directors") may from time to
time determine.
ARTICLE II.
MEETINGS OF STOCKHOLDERS
Section 1. PLACE OF MEETINGS. Meetings of the stockholders for the
election of directors or for any other purpose shall be held at such time and
place, either within or without the State of Delaware as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.
Section 2. ANNUAL MEETINGS. The annual meeting of stockholders shall
be held on the last Wednesday in April in each year or on such other date and
at such time as may be fixed by the Board of Directors and stated in the
notice of the meeting, for the purpose of electing directors and for the
transaction of only such other business as is properly brought before the
meeting in accordance with these Bylaws.
Written notice of an annual meeting stating the place, date and hour of
the meeting, shall be given to each stockholder entitled to vote at such
meeting not less than ten nor more than sixty days before the date of the
meeting.
To be properly brought before the annual meeting, business must be
either (i) specified in the notice of annual meeting (or any supplement or
amendment thereto) given by or at the direction of the Board of Directors,
(ii) otherwise brought before the annual meeting by or at the direction of
the Board of Directors, or (iii) otherwise properly brought before the annual
meeting
by a stockholder. In addition to any other applicable requirements, for
business to be properly brought before an annual meeting by a stockholder,
the stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than sixty (60) days nor more than ninety (90) days
prior to the meeting; provided, however, that in the event that less than
seventy (70) days notice or prior public disclosure of the date of the annual
meeting is given or made to stockholders, notice by a stockholder, to be
timely, must be received no later than the close of business on the tenth
(10th) day following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure was made, whichever first
occurs. A stockholder's notice to the Secretary shall set forth (a) as to
each matter the stockholder proposes to bring before the annual meeting (i) a
brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting,
and (ii) any material interest of the stockholder in such business, and (b)
as to the stockholder giving the notice (i) the name and record address of
the stockholder and (ii) the class, series and number of shares of capital
stock of the Corporation which are beneficially owned by the stockholder.
Notwithstanding anything in these Bylaws to the contrary, no business shall
be conducted at the annual meeting except in accordance with the procedures
set forth in this Article II, Section 2. The officer of the Corporation
presiding at an annual meeting shall, if the facts warrant, determine and
declare to the annual meeting that business was not properly brought before
the annual meeting in accordance with the provisions of this Article II,
Section 2, and if such officer should so determine, such officer shall so
declare to the annual meeting and any such business not properly brought
before the meeting shall not be transacted.
Section 3. SPECIAL MEETINGS. Unless otherwise prescribed by law or
by the Restated Certificate of Incorporation of the Corporation (the
"Certificate of Incorporation"), special meetings of stockholders, for any
purpose or purposes, may only be called by a majority of the entire Board of
Directors or by the Chairman of the Board and Chief Executive Officer or the
President and Chief Operating Officer.
Written notice of a special meeting stating the place, date and hour of
the meeting, shall be given to each stockholder entitled to vote at such
meeting not less than ten nor more than sixty days before the date of the
meeting.
Section 4. QUORUM. Except as otherwise provided by law or by the
Certificate of Incorporation, the holders of a majority of the capital 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. If, however, such quorum shall
not be present or represented at any meeting of the stockholders, the holders of
a majority of the votes entitled to be cast by the stockholders entitled to vote
thereat, present in person or represented by proxy may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented by proxy. 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. If the
adjournment is for more than
2
thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder entitled to vote at the meeting.
Section 5. VOTING. Unless otherwise required by law, the Certificate
of Incorporation, the rules or regulations of any stock exchange applicable
to the Corporation or these Bylaws, any question (other than the election of
directors) brought before any meeting of stockholders shall be decided by the
vote of the holders of a majority of the stock represented and entitled to
vote thereat. At all meetings of stockholders for the election of directors,
a plurality of the votes cast shall be sufficient to elect. Each stockholder
represented at a meeting of stockholders shall be entitled to cast one vote
for each share of the capital stock entitled to vote thereat held by such
stockholder, unless otherwise provided by the Certificate of Incorporation.
Such votes may be cast in person or by proxy but no proxy shall be voted
after three years from its date, unless such proxy provides for a longer
period. The Board of Directors, in its discretion, or the officer of the
Corporation presiding at a meeting of stockholders, in his discretion, may
require that any votes cast at such meeting shall be cast by written ballot.
Section 6. LIST OF STOCKHOLDERS ENTITLED TO VOTE. The officer of the
Corporation who has charge of the stock ledger of the Corporation shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged
in alphabetical order, and showing the address of each stockholder and the
number of shares registered in the name of each stockholder. Such list shall
be open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten days
prior to the meeting, either at a place within the city where the meeting is
to be held, which place shall be specified in the notice of the meeting, or,
if not so specified, at the place where the meeting is to be held. The list
shall also be produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any stockholder of the
Corporation who is present.
Section 7. STOCK LEDGER. The stock ledger of the Corporation shall be
the only evidence as to who are the stockholders entitled to examine the
stock ledger, the list required by Section 6 of this Article II or the books
of the Corporation, or to vote in person or by proxy at any meeting of
stockholders.
ARTICLE III.
DIRECTORS
Section 1. NUMBER OF DIRECTORS; QUALIFICATIONS. The total number of
persons serving on the Board of Directors of the Corporation shall be
fourteen, half of whom shall be Doubletree Directors and half of whom shall
be Promus Directors (as such terms are defined below), all of which
Doubletree Directors and Promus Directors shall be spread as evenly as
possible among the Corporation's three classes of Directors. Until December
31, 2002, (a) the Board of Directors of the Corporation and each Committee of
the Board of Directors of the Corporation as constituted following each
election of Directors shall consist of an equal number of Doubletree
Directors and Promus Directors, and (b) the size of the Board of Directors of
the
3
Corporation and each Committee of the Board of Directors of the Corporation
shall not be increased unless such increase is approved by 75% of the
members. If, at any time during the period referenced in the immediately
preceding sentence, the number of Doubletree Directors and Promus Directors
serving, or that would be serving following the next stockholders' meeting at
which Directors are to be elected, as Directors of the Corporation or as
members of any Committee of the Board of Directors of the Corporation, would
not be equal, then, subject to the fiduciary duties of the Directors of the
Corporation, the Board of Directors and the Nominating Committee thereof
shall nominate for election at the next stockholders' meeting at which
Directors are to be elected, such person or persons as may be requested by
the remaining Doubletree Directors (if the number of Doubletree Directors is,
or would otherwise become, less than the number of Promus Directors) or by
the remaining Promus Directors (if the number of Promus Directors is, or
would otherwise become, less than the number of Doubletree Directors) to
ensure that there shall be an equal number of Doubletree Directors and Promus
Directors. The provisions of the preceding sentence shall not apply in
respect of any stockholders' meeting which takes place after December 31,
2002. The term "Doubletree Director" means (i) any person who was selected
by the Board of Directors of Doubletree Corporation, a Delaware corporation,
to serve as a Director of the Corporation and (ii) any person who becomes a
Director of the Corporation pursuant to the second preceding sentence and who
is designated by the Doubletree Directors; and the term "Promus Director"
means (i) any person who was selected by the Board of Directors of Promus
Hotel Corporation, a Delaware corporation, to serve as a Director of the
Corporation and (ii) any person who becomes a Director of the Corporation
pursuant to the second preceding sentence and who is designated by the Promus
Directors. The provisions of this Article III, Section 1 may be amended only
with the approval of 75% of the members of the Board of Directors of the
Corporation.
Section 2. NOMINATION OF DIRECTORS. Nominations of persons for
election to the Board of Directors of the Corporation at a meeting of
stockholders of the Corporation may be made at such meeting by or at the
direction of the Board of Directors, by any committee or persons appointed by
the Board of Directors or by any stockholder of the Corporation entitled to
vote for the election of directors at the meeting who complies with the
notice procedures set forth in this Article III, Section 2. Such nominations
by any stockholder shall be made pursuant to timely notice in writing to the
Secretary of the Corporation. To be timely, a stockholder's notice shall be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than sixty (60) days nor more than ninety (90) days
prior to the meeting; provided however, that in the event that less than
seventy (70) days notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder, to be
timely, must be received no later than that the close of business on the
tenth (10th) day following the day on which such notice of the date of the
meeting was mailed or such public disclosure was made, whichever first
occurs. Such stockholder's notice to the Secretary shall set forth (i) as to
each person whom the stockholder proposes to nominate for election or
reelection as a director, (a) the name, age, business address and residence
address of the person, (b) the principal occupation or employment of the
person, (c) the class and number of shares of capital stock of the
Corporation which are beneficially owned by the person, and (d) any other
information relating to the person that is required to be disclosed in
solicitations for proxies for election of directors pursuant to the Rules and
Regulations of the Securities and Exchange Commission under Section 14 of the
4
Securities Exchange Act of 1934, as amended; and (ii) as to the stockholder
giving the notice (a) the name and record address of the stockholder and (b)
the class and number of shares of capital stock of the Corporation which are
beneficially owned by the stockholder. The Corporation may require any
proposed nominee to furnish such other information as may reasonably be
required by the Corporation to determine the eligibility of such proposed
nominee to serve as a director of the Corporation. No person shall be
eligible for election as a director of the Corporation unless nominated in
accordance with the procedures set forth herein. The officer of the
Corporation presiding at an annual meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the foregoing procedure, and if he should so determine, he
shall so declare to the meeting and the defective nomination shall be
disregarded.
Section 3. MEETINGS. The Board of Directors of the Corporation may
hold meetings, both regular and special, either within or without the State
of Delaware. Regular meetings of the Board of Directors may be held without
notice at such time and at such place as may from time to time be determined
by the Board of Directors. Special meetings of the Board of Directors may be
called by the Chairman of the Board and Chief Executive Officer or the
President and Chief Operating Officer or a majority of the entire Board of
Directors. Notice thereof stating the place, date and hour of the meeting
shall be given to each director either by mail not less than forty-eight (48)
hours before the date of the meeting, by telephone or telegram on twenty-four
(24) hours notice, or on such shorter notice as the person or persons calling
such meeting may deem necessary or appropriate in the circumstances.
Section 4. QUORUM. Except as may be otherwise specifically provided
by law, the Certificate of Incorporation or these Bylaws, at all meetings of
the Board of Directors, a majority of the entire Board of Directors shall
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. If a quorum shall not be present at any
meeting of the Board of Directors, a majority of 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.
Section 5. ACTIONS OF BOARD OF DIRECTORS. Unless otherwise provided
by the Certificate of Incorporation or these Bylaws, 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 the members of the
Board of Directors or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors or committee.
Section 6. MEETINGS BY MEANS OF CONFERENCE TELEPHONE. Unless
otherwise provided by the Certificate of Incorporation or these Bylaws,
members of the Board of Directors of the Corporation, or any committee
designated by the Board of Directors, may participate in a meeting of the
Board of Directors or such committee by means of a conference telephone or
similar communications equipment by means of which all persons participating
in the meeting can hear each other, and participation in a meeting pursuant
to this Article III, Section 6 shall constitute presence in person at such
meeting.
5
Section 7. COMMITTEES. The Board of Directors may designate one or
more committees, each committee to consist of one or more of the directors of
the Corporation. The Board of Directors may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of any such committee. In the absence or
disqualification of a member of a committee, and in the absence of a
designation by the Board of Directors of an alternate member to replace the
absent or disqualified member, 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 absent or disqualified
member. Any committee, to the extent allowed by law and provided in the
resolution establishing such committee, 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. Each committee shall keep regular
minutes and report to the Board of Directors when required.
Section 8. EXECUTIVE COMMITTEE. The Executive Committee of the
Corporation shall have responsibility for developing the long-term strategic
plans of the Corporation, making significant capital allocation decisions and
such other duties and responsibilities as specified by the Board of
Directors. The Executive Committee shall also be required to oversee the
implementation of the 100% guest satisfaction guarantee program at all of the
Corporation's hotel properties.
Section 9. COMPENSATION. The directors may be paid their expenses, if
any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a
stated salary as director. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings.
Section 10. INTERESTED DIRECTORS. 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 of Directors or committee thereof
which authorizes the contract or transaction, or solely because his or their
votes are counted for such purpose if (i) the material facts as to his or
their 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 of Directors 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
(ii) the material facts as to his or their relationship or interest and as to
the contract or transaction are disclosed or are known to the shareholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the shareholders; or (iii) 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
shareholders. Common or interested directors may be counted in
6
determining the presence of a quorum at a meeting of the Board of Directors
or of a committee which authorizes the contract or transaction.
ARTICLE IV.
OFFICERS
Section 1. GENERAL. The officers of the Corporation shall be elected
by the Board of Directors and shall consist of: a Chairman of the Board and
Chief Executive Officer; a President and Chief Operating Officer; a
Secretary; and a Treasurer. The Board of Directors, in its discretion, may
also elect one or more Executive Vice Presidents, Senior Vice Presidents,
Vice Presidents, Assistant Secretaries, Assistant Treasurers, a Controller
and such other officers as in the judgment of the Board of Directors may be
necessary or desirable. Any number of offices may be held by the same
person, unless otherwise prohibited by law, the Certificate of Incorporation
or these Bylaws. The officers of the Corporation need not be stockholders of
the Corporation nor, except in the case of the Chairman of the Board of
Directors, need such officers be directors of the Corporation.
Section 2. ELECTION. The Board of Directors at its first meeting held
after each annual meeting of stockholders shall elect the officers of the
Corporation who shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined from time to time
by the Board of Directors; and all officers of the Corporation shall hold
office until their successors are chosen and qualified, or until their
earlier resignation or removal. Except as otherwise provided in this Article
IV, any officer elected by the Board of Directors may be removed at any time
by the affirmative vote of a majority of the Board of Directors. Any vacancy
occurring in any office of the Corporation shall be filled by the Board of
Directors. The salaries of all officers who are directors of the Corporation
shall be fixed by the Board of Directors.
Section 3. VOTING SECURITIES OWNED BY THE CORPORATION. Powers of
attorney, proxies, waivers of notice of meeting, consents and other
instruments relating to securities owned by the Corporation may be executed
in the name of and on behalf of the Corporation by the Chairman of the Board
and Chief Executive Officer, the President and Chief Operating Officer or any
Vice President, and any such officer may, in the name and on behalf of the
Corporation, take all such action as any such officer may deem advisable to
vote in person or by proxy at any meeting of security holders of any
corporation in which the Corporation may own securities and at any such
meeting shall possess and may exercise any and all rights and power incident
to the ownership of such securities and which, as the owner thereof, the
Corporation might have exercised and possessed if present. The Board of
Directors may, by resolution, from time to time confer like powers upon any
other person or persons.
Section 4. CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER. The
Chairman of the Board shall be a member of the Board of Directors and an
officer of the Corporation, and, if present, shall preside at all meetings of
the stockholders and of the Board of Directors. The Chairman of the Board
shall be the Chief Executive Officer of the Corporation and shall
7
supervise, coordinate and manage the Corporation's business and activities
and supervise, coordinate and manage its operating expenses and capital
allocation, shall have general authority to exercise all the powers necessary
for the Chief Executive Officer of the Corporation and shall perform such
other duties and have such other powers as may be prescribed by the Board of
Directors or these Amended and Restated Bylaws, all in accordance with basic
policies as established by and subject to the oversight of the Board of
Directors. Raymond E. Schultz shall serve as Chairman of the Board and Chief
Executive Officer of the Corporation until his retirement no later than
December 31, 1999. Richard M. Kelleher shall succeed Mr. Schultz as Chairman
of the Board and Chief Executive Officer no later than January 1, 2000,
unless 75% or more of the members of the Board of Directors vote otherwise.
Section 5. PRESIDENT AND CHIEF OPERATING OFFICER. The President and
Chief Operating Officer shall supervise, coordinate and manage the
Corporation's business and activities and supervise, coordinate and manage
its operating expenses and capital allocation, shall have general authority
to exercise all the powers necessary for the President and Chief Operating
Officer of the Corporation and shall perform such other duties and have such
other powers as may be prescribed by the Board of Directors or these Amended
and Restated Bylaws, all in accordance with basic policies as established by
and subject to the oversight of the Board of Directors and the Chairman of
the Board and Chief Executive Officer. In the absence or disability of the
Chairman of the Board and Chief Executive Officer, the duties of the Chairman
of the Board shall be performed and the Chairman of the Board's authority may
be exercised by the President and Chief Operating Officer and, in the event
the President and Chief Operating Officer is absent or disabled, such duties
shall be performed and such authority may be exercised by a director
designated for such purpose by the Board of Directors. Unless 75% or more of
the members of the Board of Directors vote otherwise, Richard M. Keller shall
continue to serve as President and Chief Operating Officer until Raymond E.
Schultz retires as Chairman of the Board and Chief Executive Officer.
Section 6. VICE PRESIDENTS. At the request of the President and Chief
Operating Officer or in the absence of both the Chairman of the Board and
Chief Executive Officer and the President and Chief Operating Officer, or in
the event of their inability or refusal to act , the Vice President or the
Vice Presidents if there is more than one (in the order designated by the
Board of Directors) shall perform the duties of the Chairman of the Board and
Chief Executive Officer and/or the President and Chief Operating Officer, and
when so acting, shall have all the powers of and be subject to all the
restrictions upon such offices (other than as Chairman of the Board). Each
Vice President shall perform such other duties and have such other powers as
the Board of Directors from time to time may prescribe. If there be no Vice
President, the Board of Directors shall designate the officer of the
Corporation who, in the absence of the Chairman of the Board and Chief
Executive Officer and the President and Chief Operating Officer or in the
event of the inability or refusal of such officers to act, shall perform the
duties of such offices (other than as Chairman of the Board), and when so
acting, shall have all the powers of and be subject to all the restrictions
upon such offices (other than as Chairman of the Board).
Section 7. SECRETARY. The Secretary shall attend all meetings of the
Board of Directors and all meetings of stockholders and record all the
proceedings thereat in a book or
8
books to be kept for that purpose; the Secretary shall also perform like
duties for the standing committees when required. The Secretary shall give,
or cause to be given, notice of all meetings of the stockholders and special
meetings of the Board of Directors, and shall perform such other duties as
may be prescribed by the Board of Directors, the Chairman of the Board and
Chief Executive Officer or the President and Chief Operating Officer, under
whose supervision the Secretary shall be. If the Secretary shall be unable
or shall refuse to cause to be given notice of all meetings of the
stockholders and special meetings of the Board of Directors, and if there be
no Assistant Secretary, then the Board of Directors, the Chairman of the
Board and Chief Executive Officer or the President and Chief Operating
Officer may choose another officer to cause such notice to be given. The
Secretary shall have custody of the seal of the Corporation and the Secretary
or any Assistant Secretary, if there be one, shall have authority to affix
the same to any instrument requiring it and when so affixed, it may be
attested by the signature of the Secretary or by the signature of any such
Assistant Secretary. The Board of Directors may give general authority to
any other officer to affix the seal of the Corporation and to attest the
affixing by his signature. The Secretary shall see that all books, reports,
statements, certificates and other documents and records required by law to
be kept or filed are properly kept or filed, as the case may be.
Section 8. TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit
of the Corporation in such depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the Corporation as may
be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors,
at its regular meetings, or when the Board of Directors so requires, an
account of all his transactions as Treasurer and of the financial condition
of the Corporation. If required by the Board of Directors, the Treasurer
shall give the Corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of his office and for the restoration to the
Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the Corporation.
Section 9. ASSISTANT SECRETARIES. Except as may be otherwise provided
in these Bylaws, Assistant Secretaries, if there be any, shall perform such
duties and have such powers as from time to time may be assigned to them by
the Board of Directors, the Chairman of the Board and Chief Executive
Officer, the President and Chief Operating Officer, any Vice President, if
there be one, or the Secretary, and in the absence of the Secretary or in the
event of his disability or refusal to act, shall perform the duties of the
Secretary, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the Secretary.
Section 10. ASSISTANT TREASURERS. Assistant Treasurers, if there be
any, shall perform such duties and have such powers as from time to time may
be assigned to them by the Board of Directors, the Chairman of the Board and
Chief Executive Officer, the President and Chief Operating Officer, any Vice
President, if there be one, or the Treasurer, and in the absence of the
9
Treasurer or in the event of his disability or refusal to act, shall perform
the duties of the Treasurer, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the Treasurer. If required by
the Board of Directors, an Assistant Treasurer shall give the Corporation a
bond in such sum and with such surety or sureties as shall be satisfactory to
the Board of Directors for the faithful performance of the duties of his
office and for the restoration to the Corporation, in case of his death,
resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or
under his control belonging to the Corporation.
Section 11. CONTROLLER. The Controller shall establish and maintain
the accounting records of the Corporation in accordance with generally
accepted accounting principles applied on a consistent basis, maintain proper
internal control of the assets of the Corporation and shall perform such
other duties as the Board of Directors, the Chairman of the Board and Chief
Executive Officer, the President and Chief Operating Officer or any Vice
President of the Corporation may prescribe.
Section 12. OTHER OFFICERS. Such other officers as the Board of
Directors may choose shall perform such duties and have such powers as from
time to time may be assigned to them by the Board of Directors. The Board of
Directors may delegate to any other officer of the Corporation the power to
choose such other officers and to prescribe their respective duties and
powers. Initially and until such time as Richard M. Kelleher succeeds
Raymond E. Schultz as Chairman of the Board and Chief Executive Officers of
the Corporation, William L. Perocchi shall serve as Executive Vice President
and Chief Financial Officer of the Corporation, unless 75% or more of the
members of the Board of Directors vote otherwise.
ARTICLE V.
STOCK
Section 1. FORM OF CERTIFICATES. Every holder of stock in the
Corporation shall be entitled to have a certificate signed, in the name of
the Corporation (i) by the Chairman of the Board and Chief Executive Officer,
the President and Chief Operating Officer or a Vice President and (ii) by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the Corporation, certifying the number of shares owned by him in
the Corporation.
Section 2. SIGNATURES. Any or all of the signatures on the
certificate may be a facsimile, including, but not limited to, signatures of
officers of the Corporation and countersignatures of a transfer agent or
registrar. 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 registrar at the date of
issue.
Section 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by
the Corporation alleged to have been lost, stolen or destroyed, upon the
making of an affidavit of that fact by the person claiming the
10
certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate, the Board of Directors may, in its discretion and
as a condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate, or his legal representative, to
advertise the same in such manner as the Board of Directors 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, stolen or destroyed.
Section 4. TRANSFERS. Stock of the Corporation shall be transferable
in the manner prescribed by law and in these Bylaws. Transfers of stock
shall be made on the books of the Corporation only by the person named in the
certificate or by his attorney lawfully constituted in writing and upon the
surrender of the certificate therefor, which shall be canceled before a new
certificate shall be issued.
11