Exhibit 3.2
AMENDED AND RESTATED BYLAWS
BY-LAWS
OF
CFW COMMUNICATIONS COMPANY
Amended and Restated as of December 13, 1999
ARTICLE 1
MEETINGS OF SHAREHOLDERS
1.1 Places of Meetings. All meetings of the shareholders shall be held
at such place, either within or without the State of Virginia, as from time to
time may be fixed by the Board of Directors.
1.2 Annual Meetings. The 1988 annual meeting of the shareholders shall
be held on a date to be determined by the initial Directors. Thereafter, each
annual meeting of the shareholders, for the election of Directors and
transaction of such other business as may come before the meeting, shall be held
in each year on the fourth Tuesday in April, at 10 a.m., if that day is not a
legal holiday, or such other date and time as designated by the Board of
Directors. If that day is a legal holiday, the annual meeting shall be held on
the next succeeding day not a legal holiday.
1.3 Special Meetings. A special meeting of the shareholders for any
purpose or purposes may be called at any time by the Chairman of the Board or by
a majority of the Board of Directors. At a special meeting no business shall be
transacted and no corporate action shall be taken other than that stated in the
notice of the meeting.
1.4 Notice of Meetings. Written or printed notice stating the place,
day and hour of every meeting of the shareholders and, in case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
mailed not less than ten nor more than sixty days before the date of the meeting
to each shareholder of record entitled to vote at such meeting, at his address
which appears in the share transfer books of the Corporation. Such further
notice shall be given as may be required by law, but meetings may be held
without notice if all the shareholders entitled to vote at the meeting are
present in person or by proxy or if notice is waived in writing by those not
present, either before or after the meeting.
1.5 Quorum. Any number of shareholders together holding at least a
majority of the outstanding shares of capital stock entitled to vote with
respect to the business to be transacted, who shall be present in person or
represented by proxy at any meeting duly called, shall constitute a quorum for
the transaction of business. If less than a quorum shall be in attendance at the
time for which a meeting shall have been called, the meeting may be adjourned
from time to time by a majority of the shareholders present or represented by
proxy without notice other than by announcement at the meeting.
CFW COMMUNICATIONS COMPANY FORM 10-K
1.6 Voting. At any meeting of the shareholders each shareholder of a
class entitled to vote on any matter coming before the meeting shall, as to such
matter, have one vote, in person or by proxy, for each share of capital stock of
such class standing in his name on the books of the Corporation on the date, not
more than seventy days prior to such meeting, fixed by the Board of Directors as
the record date for the purpose of determining shareholders entitled to vote.
Every proxy shall be in writing, dated and signed by the shareholder entitled to
vote or his duly authorized attorney-in-fact.
1.7 Conduct of Meetings. At each meeting of the stockholders, the
Chairman of the Board shall act as chairman and preside. In absence, the
Chairman of the Board may designate another officer of the Corporation who need
not be a Director, or a Director, to preside. The Secretary of the Corporation
or an Assistant Secretary, or in their absence, a person whom the chairman of
such meeting shall appoint, shall act as secretary of such meeting.
At any meeting of stockholders of the Corporation, only that business
that is properly brought before the meeting may be presented to and acted upon
by stockholders. To be properly brought before the meeting, business must be
brought (a) by or at the direction of the Board of Directors or (b) by a
stockholder who has given written notice of business he expects to bring before
the meeting to the Secretary of the Corporation not less than 60 days prior to
the meeting. If mailed, such notice shall be sent by certified mail, return
receipt requested, and shall be deemed to have been given when received by the
Secretary of the Corporation. A stockholder's notice to the Secretary shall set
forth as to each matter the stockholder proposes to bring before the meeting (a)
a brief description of the business 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 stockholder proposing such
business, (c) the class and number of shares of the Corporation's stock
beneficially owned by the stockholder, and (d) any material interest of the
stockholder in such business. No business shall be conducted at a meeting of
stockholders except in accordance with the procedures set forth in this Section
1.7. The chairman of a meeting of stockholders 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 1.7, 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.
Any nomination for Director made by a stockholder must be made in
writing to the Secretary of the Corporation not less than 60 days prior to the
meeting of stockholders at which Directors are to be elected. If mailed, such
notice shall be sent by certified mail, return receipt requested, and shall be
deemed to have been given when received by the Secretary of the Corporation. A
stockholder's nomination for Director shall set forth (a) the name and business
2
CFW COMMUNICATIONS COMPANY FORM 10-K
address of the stockholder's nominee, (b) the fact that the nominee has
consented to his name being placed in nomination, (c) the name and address, as
they appear on the Corporation's books, of the stockholder making the
nomination, (d) the class and number of shares of the Corporation's stock
beneficially owned by the stockholder, and (e) any material interest of the
stockholder in the proposed nomination.
Notwithstanding compliance with this Section 1.7, the chairman of a
meeting of stockholders may rule out of order any business brought before the
meeting that is not a proper matter for stockholder consideration. This Section
1.7 shall not limit the right of stockholders to speak at meetings of
stockholders on matters germane to the Corporation's business, subject to any
rules for the orderly conduct of the meeting imposed by the Chairman of the
meeting. The Corporation shall not have any obligation to communicate with
stockholders regarding any business or Director nomination submitted by a
stockholder in accordance with this Section 1.7 unless otherwise required by
law.
1.8 Inspectors. An appropriate number of inspectors for any meeting of
shareholders may be appointed by the Chairman of such meeting. Inspectors so
appointed will open and close the polls, will receive and take charge of proxies
and ballots, and will decide all questions as to the qualifications of voters,
validity of proxies and ballots, and the number of votes properly cast.
ARTICLE 2
DIRECTORS
2.1 General Powers. The property, affairs and business of the
Corporation shall be managed under the direction of the Board of Directors, and,
except as otherwise expressly provided by law, the Articles of Incorporation or
these By-laws, all of the powers of the Corporation shall be vested in such
Board.
2.2 Number and Classes of Directors. The number of Directors
constituting the Board of Directors shall be nine. The Board of Directors shall
be divided into three equal classes having staggered terms of office as
specified in the Articles of Incorporation.
2.3 Election and Removal of Directors; Quorum. Directors shall be
elected at the 1988 annual meeting of shareholders to fill each of the three
classes of Directors for the terms of office specified in the Articles of
Incorporation.
Commencing with the 1989 annual meeting of shareholders, Directors
shall be elected at each annual meeting to succeed those Directors whose terms
have expired and to fill any vacancies then existing. Each director who is
re-elected or elected to succeed a Director whose term has expired shall hold
office for the term of three years as specified in the Articles of Incorporation
and until his successor is elected.
Subject to the Articles of Incorporation, any Director may be removed
from office at a meeting called expressly for that purpose by the vote of
shareholders holding more than 66-2/3% of the shares entitled to vote at an
election of Directors.
Subject to the Articles of Incorporation, any vacancy occurring in the
Board of Directors may be filled by the affirmative vote of the majority of the
remaining Directors though less than a quorum of the Board, and the term of
office of any Director so elected shall expire at the annual meeting of
shareholders at which the term of the class to which they have been elected
expires.
A majority of the number of Directors elected and serving at the time
of any meeting shall constitute a quorum for the transaction of business. The
act of a majority of Directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors. Less than a quorum may adjourn any
meeting.
2.4 Meetings of Directors. An annual meeting of the Board of Directors
shall be held as soon as practicable after the adjournment of the annual meeting
of shareholders at such place as the Board may designate. Other meetings of the
Board of Directors shall be held at places within or without the State of
Virginia and at times fixed by resolution of the Board, or upon call of the
Chairman of the Board or any four of the Directors. The Secretary or officer
performing the Secretary's duties shall give not less than twenty-four hours'
notice by letter, telegraph or telephone (or in person) of all meetings of the
Board of Directors, provided that notice need not be given of the annual meeting
3
CFW COMMUNICATIONS COMPANY FORM 10-K
or of regular meetings held at times and places fixed by resolution of the
Board. Meetings may be held at any time without notice if all of the Directors
are present, or if those not present waive notice in writing either before or
after the meeting. The notice of meetings of the Board need not state the
purpose of the meeting.
2.5 Compensation. By resolution of the Board, Directors may be allowed
a fee and expenses for attendance at all meetings, but nothing herein shall
preclude Directors from serving the Corporation in other capacities and
receiving compensation for such other services.
2.6 Eligibility for Services as Director. No person who shall have
attained the age of 70 years shall be eligible for election as a Director of the
Corporation. Notwithstanding the foregoing, any person who is serving as a
Director of the Company and who was serving as a Director of Clifton
Forge-Waynesboro Telephone Company on April 28, 1986 who had attained the age of
70 on such date shall be eligible for election and to serve until reaching age
80, whereupon such person shall retire, and any person who on such date had
attained the age of 60 but was under the age of 70 shall be eligible for
election and to serve until reaching age 75, whereupon such person shall retire.
ARTICLE 3
COMMITTEES
3.1 Standing Committees.
(a) Number. There shall be four standing Committees of the Board of
Directors which shall be comprised only of Directors. The standing committees
are as follows: Executive, Audit, Governance, and Compensation Committee.
Upon recommendation by the Chairman of the Board as to the membership
of each Committee, the Board of Directors, will consider and by resolution adopt
by a majority of the number of Directors fixed by these By-laws, shall elect the
membership of each committee, who shall serve at the pleasure of the Board.
(b) Quorum and Manner of Acting. A majority of the members of any
Committee serving at the time of any meeting thereof shall constitute a quorum
for the transaction of business at such meeting. The action of a majority of
those members present at a Committee meeting at which a quorum is present shall
constitute the act of the Committee.
(c) Conduct of Meetings. Any action required or permitted to be taken
by any Committee may be taken without a meeting if all members of the Committee
consent in writing to the adoption of a resolution authorizing the action. The
resolution and written consents of the members shall be filed with the minutes
of the proceedings of the Committee.
(d) Meetings and Minutes. Subject to the foregoing, and unless the
Board shall otherwise decide, each Committee shall fix its rules of procedure,
determine its action and fix the time and place of its meetings. Special
meetings of a Committee may be held at anytime and any place upon the call of
the Chairman of the Board, the Chairman of the Committee, or any two members of
the Committee. Each Committee shall keep minutes of all meetings which shall be
at all times available to Directors. Action taken by a Committee shall be
reported promptly to the Board of Directors but not less frequently than
quarterly.
(e) Term of Office. Members of any Committee shall be elected as above
provided and shall hold office until their successors are elected by the Board
of Directors or until such Committee is dissolved by the Board of Directors.
4
CFW COMMUNICATIONS COMPANY FORM 10-K
(f) Resignation and Removal. Any member of a Committee may resign at
any time by giving written notice of his intention to do so to the Chairman of
the Board or the Secretary of the Corporation, or may be removed, with or
without cause, at any time by such vote of the Board of Directors as would
suffice for his election.
(g) Vacancies. Any vacancy occurring in a Committee resulting from any
cause whatever may be filled by a majority of the number of Directors fixed by
these By-laws.
3.2 Executive Committee.
(a) How Constituted. The Executive Committee shall consist of not less
than three Directors, including the Chairman of the Board. Except for the
Chairman of the Board, all members of the Executive Committee shall be outside
directors. An outside director shall be a non-management director free of any
material business or professional relationship with the Corporation or its
management. The Chairman of the Board shall be Chairman of the Committee. If the
Chairman of the Committee will not be present at a meeting, he or she may
designate any member of the Committee to preside at the meeting.
(b) Primary Responsibilities. When the Board of Directors is not in
session, the Executive Committee shall have all power vested in the Board of
Directors by law, by the Articles of Incorporation, or by these By-laws,
provided that the Executive Committee shall not have power to (i) approve or
recommend to shareholders action that the Virginia Stock Corporation Act
requires to be approved by shareholders; (ii) fill vacancies on the Board or on
any of its committees; (iii) amend the Articles of Incorporation pursuant to
Section 13.1-706 of the Virginia Code; (iv) adopt, amend, or repeal the By-laws;
(v) approve a plan of merger not requiring shareholder approval; (vi) authorize
or approve a distribution, except according to a general formula or method
prescribed by the Board of Directors; or (vii) authorize or approve the issuance
or sale or contract for sale of shares, or determine the designation and
relative rights, preferences, and limitations of a class or series of shares,
except that the Board of Directors may authorize a committee, or a senior
executive officer of the Corporation, to do so within limits specifically
prescribed by the Board of Directors. The Executive Committee shall report at
the next regular or special meeting of the Board of Directors all action which
the Executive Committee may have taken on behalf of the Board since the last
regular or special meeting of the Board of Directors.
3.3 Audit Committee.
(a) How Constituted. The Audit Committee shall consist of not less than
two outside Directors, as defined in Section 3.2(a) above. The Chairman of the
Committee shall be appointed by the Board of Directors. If the Chairman of the
Committee will not be present at a meeting, he or she may designate any member
of the Committee to preside at the meeting. The Chairman of the Board, who shall
not be a member of the Committee, may attend Committee meetings upon the
invitation of the Chairman of the Committee.
(b) Primary Responsibilities. The primary responsibilities of the Audit
Committee shall consist of: recommending the selection of independent
accountants and auditors; reviewing the scope of the accountant's audit and
approval of any non-audit services to be performed by the independent
accountants; and reviewing annual audits and accounting practices.
3.4 Governance Committee.
(a) How Constituted. The Governance Committee shall consist of not less
than three outside Directors, as defined in Section 3.2(a) above, and the
5
CFW COMMUNICATIONS COMPANY FORM 10-K
Chairman of the Board. The Chairman of the Committee shall be appointed from
among its outside Directors by the Board of Directors. If the Chairman of the
Committee will not be present at a meeting, he or she may designate any member
of the Committee to preside at the meeting.
(b) Primary Responsibilities. The primary responsibilities of the
Governance Committee shall include: reviewing the composition of the Board of
Directors to insure that there is a balance of appropriate skills and
characteristics reflected on the Board including age, diversity and experience;
developing criteria for Director searches and making recommendations to the
Board for the addition of any new Board members after proper search and
investigation; reviewing, in consultation with the Chairman of the Board, each
Director's continuation on the Board every three years prior to their standing
for re-election; monitoring procedures for corporate decision-making; evaluating
shareholder proposals; reviewing public policy issues which affect the image of
the Corporation within the Corporation's customer service areas; recommending
actions to increase the Board's effectiveness; and reviewing annually the format
used by the Corporation's management to report to the Board. The Chairman of the
Board shall consult with the Chairman of the Governance Committee when
developing agendas for meetings of the Board of Directors and on other issues as
appropriate.
3.5 Compensation Committee.
(a) How Constituted. The Compensation Committee shall consist of not
less than three outside Directors, as defined in Section 3.2(a) above. The
Chairman shall be appointed by the Board of Directors. If the Chairman of the
Committee will not be present at a meeting, he or she may designate any member
of the Committee to preside at the meeting. The Chairman of the Board, who shall
not be a member of the Committee, may attend Committee meetings upon the
invitation of the Chairman of the Committee.
(b) Primary Responsibilities. The primary responsibilities of the
Compensation Committee shall consist of: reviewing Board compensation policies
and evaluating the compensation of the CEO and senior management based on
criteria as set forth below; evaluating annually the performance of the CEO and
reviewing senior management performance evaluations, using such criteria as
performance of the business, accomplishments of long-term strategic objectives
and management development and any other criteria the Committee deems
appropriate; reviewing and reporting to the Board the recommended compensation
of all officers of the Corporation; reviewing total compensation and benefit
designs and practices for all Corporation employees; and reviewing stock option
programs.
3.6 Other Committees.
The Board of Directors, by resolution adopted by a majority of the
number of Directors fixed by these By-laws, may establish such other standing or
special committees of the Board as it may deem advisable, consisting of not less
than two Directors; and the members, terms and authority of such committees
shall be as set forth in the resolutions establishing the same.
The Chairman of the Board may establish such other special committees
of the Board of Directors as he deems advisable, and may appoint the members of
such committees. Any such committees shall have the authority to consider,
review, advise and recommend to the Chairman of the Board with respect to such
matters as may be referred to it by the Chairman of the Board, but shall have no
authority to act for the Corporation except with the prior approval of the Board
of Directors.
6
CFW COMMUNICATIONS COMPANY FORM 10-K
ARTICLE 4
OFFICERS
4.1 Election of Officers; Terms. The officers of the Corporation shall
consist of the Chairman of the Board, the President, a Secretary and a Treasurer
and one or more Market Presidents, and one or more Executive Vice Presidents and
Senior Vice Presidents, as shall be determined by the Board of Directors. Other
officers may be appointed by the Chairman of the Board. All officers shall hold
office until the next annual meeting of the Board of Directors or until their
successors are elected. Any two officers may be combined in the same person as
the Board of Directors may determine, except the President and Secretary may not
be the same person.
4.2 Removal of Officers; Vacancies. Any officer of the Corporation may
be removed summarily with or without cause, at any time, by the Board of
Directors. Vacancies may be filled by the Board of Directors.
4.3 Duties of the Chairman. The Chairman of the Board shall be the
chief executive officer of the Corporation and shall be primarily responsible
for the implementation of policies of the Board of Directors. He shall have
authority over the general management and direction of the business and
operations of the Corporation and its divisions, if any, subject only to the
ultimate authority of the Board of Directors. He shall preside at all corporate
meetings, including meetings of the stockholders, the Board of Directors and the
Executive Committee. The Chairman shall have the power to sign share
certificates, deeds, mortgages, bonds, contracts or other instruments in
connection with the business of the Corporation, except in cases where the
signing and 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 otherwise to be signed or executed. In addition, he
shall perform all duties incident to the office of the Chairman of the Board and
such other duties as from time to time may be assigned to him by the Board of
Directors.
4.4 Duties of the President. The President may, if so designated by the
Board of Directors, be the chief operating officer of the Corporation. He shall
participate in the general management and direction of the business and
operations of the Corporation and its divisions, if any, subject only to the
authority of the Chairman of the Board and the Board of Directors. He shall be a
Director and, in the absence of the Chairman of the Board, the President shall
preside at all meetings of the Corporation. The President shall have the same
power to sign for the Corporation as prescribed in these By-laws for the
Chairman of the Board. In addition, he shall perform all duties incident to the
office of the President and such other duties as from time to time may be
assigned to him by the Board of Directors or the Chairman of the Board.
4.5 Duties of the Treasurer. The Treasurer shall have charge of and be
responsible for all funds, securities, receipts and disbursements of the
Corporation, and shall deposit all monies and securities of the Corporation in
such banks and depositories as shall be designated by the Board of Directors. He
shall be responsible (i) for maintaining adequate financial accounts and records
in accordance with generally accepted accounting practices; (ii) for the
preparation of appropriate operating budgets and financial statements; (iii) for
the preparation and filing of all tax returns required by law; and (iv) for the
performance of all duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to him by the President. The
Treasurer may sign and execute in the name of the Corporation share
certificates, deeds, mortgages, bonds, contracts or other instruments, except in
cases where the signing and the 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 or otherwise to be signed or
executed.
7
CFW COMMUNICATIONS COMPANY FORM 10-K
4.6 Duties of the Secretary. The Secretary shall act as secretary of
all meetings of the Board of Directors and shareholders of the Corporation. When
requested, he shall also act as secretary of the meetings of the committees of
the Board. He shall keep and preserve the minutes of all such meetings in
permanent books. He shall see that all notices required to be given by the
Corporation are duly given and served; shall have custody of the seal of the
Corporation and shall affix the seal or cause it to be affixed to all share
certificates of the Corporation and to all documents the execution of which on
behalf of the Corporation under its corporate seal is duly authorized in
accordance with law or the provisions of these By-laws; shall have custody of
all deeds, leases, contracts and other important corporate documents; shall have
charge of the books, records and papers of the Corporation relating to its
organization and management as a Corporation; shall see that all reports,
statements and other documents required by law (except tax returns) are properly
filed; and shall in general perform all the duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the President.
4.7 Powers and Duties of Other Officers. The powers and duties of all
other officers of the Corporation shall be those usually pertaining to their
respective offices, subject to the direction and control of the Board of
Directors and as otherwise provided in these Bylaws, or as prescribed by the
Chairman of the Board.
ARTICLE 5
CAPITAL STOCK
5.1 Certificates. The shares of capital stock of the Corporation shall
be evidenced by certificates in forms prescribed by the Board of Directors and
executed in any manner permitted by law and stating thereon the information
required by law. Transfer agents and/or registrars for one or more classes of
shares of the Corporation may be appointed by the Board of Directors and may be
required to countersign certificates representing shares of such class or
classes. If any officer whose signature or facsimile thereof shall have been
used on a share certificate shall for any reason cease to be an officer of the
Corporation and such certificate shall not then have been delivered by the
Corporation, the Board of Directors may nevertheless adopt such certificate and
it may then be issued and delivered as though such person had not ceased to be
an officer of the Corporation.
5.2 Lost, Destroyed and Mutilated Certificates. Holders of the shares
of the Corporation shall immediately notify the Corporation of any loss,
destruction or mutilation of the certificate therefor, and the Board of
Directors may in its discretion cause one or more new certificates for the same
number of shares in the aggregate to be issued to such shareholder upon the
surrender of the mutilated certificate or upon satisfactory proof of such loss
or destruction, and the deposit of a bond in such form and amount and with such
surety as the Board of Directors may require.
5.3 Transfer of Shares. The shares of the Corporation shall be
transferable or assignable only on the books of the Corporation by the holder in
person or by attorney on surrender of the certificate for such shares duly
endorsed and, if sought to be transferred by attorney, accompanied by a written
power of attorney to have the same transferred on the books of the Corporation.
The Corporation will recognize, however, the exclusive right of the person
registered on its books as the owner of shares to receive dividends and to vote
as such owner.
8
CFW COMMUNICATIONS COMPANY FORM 10-K
5.4 Fixing Record Date. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or entitled to receive payment of any dividend, or in order
to make a determination of shareholders for any other proper purpose, 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 seventy
days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. If no record date is fixed for
the determination of shareholders entitled to notice of or to vote at a meeting
of shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notices of the meeting are mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof unless the Board of Directors fixes a new
record date, which it shall do if the meeting is adjourned to a date more than
120 days after the date fixed for the original meeting.
ARTICLE 6
MISCELLANEOUS PROVISIONS
6.1 Seal. The seal of the Corporation shall consist of two concentric
circles, between which shall be inscribed the name of the Company and in the
center shall be inserted "Seal."
6.2 Fiscal Year. The fiscal year of the Corporation shall end on the
last day of December of each year as may be fixed by the Board of Directors.
6.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders
for the payment of money shall be signed by such persons as the Board of
Directors from time to time may authorize. When the Board of Directors so
authorizes, however, the signature of any such person may be a facsimile.
6.4 Amendment of By-laws. Unless proscribed by the Articles of
Incorporation, these By-laws may be amended or altered at any meeting of the
Board of Directors by affirmative vote of a majority of the number of Directors
fixed by these By-laws. The shareholders entitled to vote in respect of the
election of Directors, however, shall have the power to rescind, amend, alter or
repeal any By-laws and to enact By-laws which, if expressly so provided, may not
be amended, altered or repealed by the Board of Directors.
6.5 Voting of Shares Held. Unless otherwise provided by resolution of
the Board of Directors or of the Executive Committee, if any, the President may
from time to time appoint an attorney or attorneys or agent or agents of the
Corporation, in the name and on behalf of the Corporation, to cast the vote
which the Corporation may be entitled to cast as a shareholder or otherwise in
any other corporation, any of whose securities may be held by the Corporation,
at meetings of the holders of the shares or other securities of such other
corporation, or to consent in writing to any action by any such other
corporation; and the President shall instruct the person or persons so appointed
as to the manner of casting such votes or giving such consent and may execute or
cause to be executed on behalf of the Corporation, and under its corporate seal
or otherwise, such written proxies, consents, waivers or other instruments as
may be necessary or proper in the premises. In lieu of such appointment the
President may himself attend any meetings of the holders of shares or other
securities of any such other corporation and there vote or exercise any or all
power of the Corporation as the holder of such shares or other securities of
such other corporation.
9