EXHIBIT 3(ii)
EXXON MOBIL CORPORATION
INCORPORATED IN NEW JERSEY
BY-LAWS
ARTICLE I
Meetings of Shareholders
1. Meetings of shareholders may be held on such date and at such time and
place, within or without the State of New Jersey, as may be fixed by the board
of directors and stated in the notice of meeting.
2. The date for each annual meeting of shareholders, fixed as provided in
Section 1 of this Article I, shall be a date not more than thirteen months after
the date on which the last annual meeting of shareholders was held. The
directors shall be elected at the annual meeting of shareholders.
3. Special meetings of the shareholders may be called by the board of
directors, the chairman of the board or the president.
4. Except as otherwise provided by statute, written notice of the date, time,
place and purpose or purposes of every meeting of shareholders shall be given
not less than ten nor more than sixty days before the date of the meeting,
either personally or by mail, to each shareholder of record entitled to vote at
the meeting. The business transacted at meetings shall be confined to the
purposes specified in the notice.
5. Unless otherwise provided by statute the holders of shares entitled to cast
a majority of votes at a meeting, present either in person or by proxy, shall
constitute a quorum at such meeting. Less than a quorum may adjourn.
6. For the purpose of determining the shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or for the
purpose of determining shareholders entitled to receive payment of any dividend
or allotment of any right, or for the purpose of any other action, the board of
directors may fix in advance a date as the record date for any such
determination of shareholders. Such date shall not be more than sixty nor less
than ten days before the date of such meeting, nor more than sixty days prior to
any other action.
7. The board of directors may, in advance of any shareholders' meeting, appoint
one or more inspectors to act at the meeting or any adjournment thereof. If
inspectors are not so appointed by the board or shall fail to qualify, the
person presiding at a shareholders' meeting may, and at the request of any
shareholder entitled to vote thereat, shall, make such appointment. In case any
person appointed as inspector fails to appear or act, the vacancy may be filled
by appointment made by the board in advance of the meeting or at the meeting by
the person presiding at the meeting. Each inspector, before entering upon the
discharge of the duties of inspector, shall take and sign an oath faithfully to
execute such duties at such meeting with strict impartiality and according to
the best of the inspector's ability.
The inspectors shall determine the number of shares outstanding and the
voting power of each, the shares represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes or consents,
hear and determine all challenges and questions arising in connection with the
right to vote, count and tabulate all votes or consents, determine the result,
and do such acts as are proper to conduct the election or vote with fairness to
all shareholders. If there are three or more inspectors, the act of a majority
shall govern. On request of the person presiding at the meeting or any
shareholder entitled to vote thereat, the inspectors shall make a report in
writing of any challenge, question or matter determined by them. Any report
made by them shall be prima facie evidence of the facts therein stated, and such
report shall be filed with the minutes of the meeting.
ARTICLE II
Board of Directors
1. The business and affairs of the corporation shall be managed by its board of
directors consisting of not less than ten nor more than nineteen members, who
shall hold office until the next annual meeting and until their successors shall
have been elected and qualified. The actual number of directors shall be
determined from time to time by resolution of the board. If at any time, except
at the annual meeting, the number of directors shall be increased, the
additional director or directors may be elected by the board, to hold office
until the next annual meeting and until their successors shall have been elected
and qualified.
2. The organization meeting of the board of directors, for the purpose of
organization or otherwise, shall be held without further notice on the day of
the annual meeting of shareholders, at such time and place as shall be fixed
from time to time pursuant to resolution of the board. Other regular meetings
of the board may be held without further notice at such times and places as
shall be fixed from time to time pursuant to resolution of the board. The
chairman of the board, the president, any vice president who is a member of the
board, or the secretary may change the day or hour or place of any single
regular meeting from that determined by the board upon causing that prior notice
of such change be transmitted to all directors.
Special meetings of the board may be called at the direction of the chairman
of the board, of the president or of any vice president who is a member of the
board, or, in the absence of such officers, at the direction of any one of the
directors. Any such meeting shall be held on such date and at such time and
place as may be designated in the notice of the meeting.
Notices required under this section may be transmitted in person, in
writing, or by telephone, telegram, cable or radio, and shall be effective
whether or not actually received, provided they are duly transmitted not less
than forty-eight hours in advance of the meeting. Notice may be waived in
writing before or after a meeting. No notice or waiver need specify the
business scheduled for any board meeting and any business may be transacted at
either a regular or special meeting.
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3. Five directors shall constitute a quorum for the transaction of business,
except that any directorship not filled at the annual meeting and any vacancy,
however caused, occurring in the board may be filled by the affirmative vote of
a majority of the remaining directors even though less than a quorum of the
board, or by a sole remaining director. At any meeting of the board, whether or
not a quorum is present, a majority of those present may adjourn the meeting.
Notice of an adjourned meeting need not be given if the time and place are fixed
at the meeting adjourning and if the period of adjournment does not exceed ten
days in any one adjournment.
4. (a) The provisions of this Section 4 of Article II shall be operative during
any emergency in the conduct of the business of the corporation resulting from
an attack on the United States or any nuclear or atomic disaster or from the
imminent threat of such an attack or disaster. For the purpose of this Section
4 of Article II, such an emergency is defined as any period following (i) an
enemy attack on the continental United States or any nuclear or atomic disaster
as a result and during the period of which the means of communication or travel
within the continental United States are disrupted or made uncertain or unsafe,
or (ii) a determination as herein provided that such an attack or disaster is
imminent or has occurred. The commencement and termination of the period of any
such emergency may be determined by the chairman of the board or, in the event
of the death, absence or disability of the chairman of the board, by the
president, or in the event of the death, absence or disability of both the
chairman of the board and the president, by such person or persons as the board
of directors may from time to time designate, but in the absence of such
specific designation, by the senior vice president who has been designated
pursuant to the authority of Section 6 of Article IV of these by-laws to
exercise the powers and perform the duties of the chairman of the board and the
president. To the extent not inconsistent with the provisions of this Section 4
of Article II, the by-laws in their entirety shall remain in effect during any
such emergency.
(b) Before or during any such emergency, the board may change the head
office or designate several alternative head offices or regional offices, or
authorize the officers to do so, said change to be effective during the
emergency.
(c) The officers or other persons designated by title in a list approved by
the board before or during the emergency, all who are known to be alive and
available to act in such order of priority and subject to such conditions and
for such period of time, not longer than reasonably necessary after the
termination of the emergency, as may be provided in the resolution of the board
approving the list, shall, to the extent required to provide a quorum at any
meeting of the board, be deemed and shall have all the powers of directors for
such meeting. Unless so designated, an officer who is not a director shall not
be deemed a director for the foregoing purpose.
(d) Meetings of the board may be called by any officer or director or in the
absence of all officers and directors by any person designated in a list
approved by the board pursuant to subsection (c) of this Section 4. Any such
meeting shall be held on such date and at such time and place as may be
designated in the notice of the meeting. Notice of any such meeting need be
given only to such of the directors as it may be feasible to reach
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at the time and such of the persons designated in such list as is considered
advisable in the judgment of the person calling the meeting. Any such notice
may be transmitted in person, in writing, or by telephone, telegram, cable or
radio, or by such other means as may be feasible at the time, shall be effective
whether or not actually received and shall be given at such time in advance of
the meeting as, in the judgment of the person calling the meeting, circumstances
permit.
(e) Three directors shall constitute a quorum for the transaction of
business.
(f) Before or during any such emergency, the board by resolution may (i)
appoint one or more committees in addition to or in substitution for one or more
of those appointed pursuant to the provisions of Article III of these by-laws to
act during such emergency and (ii) take any of the actions listed in Section 2
of Article III of these by-laws in regard to any committee established pursuant
to (i) of this subsection (f). Each such committee shall have at least three
members, none of whom need be a director. To the extent provided in such
resolution, each such committee shall have and may exercise all the authority of
the board, except that no such committee shall take the action which Section 1
of Article III of these by-laws prohibits committees of the board to take.
(g) Before or during any such emergency, the board may provide and from time
to time modify, lines of succession in the event that during such an emergency
any or all officers or agents of the corporation or any or all members of any
committee of the board shall for any reason be rendered incapable of discharging
their duties.
(h) No officer, director or employee acting in accordance with this Section
4 of Article II shall be liable except for willful misconduct. No officer,
director or employee shall be liable for any action taken in good faith in such
an emergency in furtherance of the ordinary business affairs of the corporation
even though not authorized by the by-laws then in effect.
(i) Persons may conclusively rely upon a determination made pursuant to
subsection (a) of this Section 4 that an emergency as therein defined exists
regardless of the correctness of such determination.
5. No contract or other transaction between the corporation and one or more of
its directors or between the corporation and any other corporation, firm or
association of any type or kind in which one or more of its directors are
directors or are otherwise interested, shall be void or voidable solely by
reason of such common directorship or interest, or solely because such director
or directors are present at the meeting of the board or a committee thereof
which authorizes or approves the contract or transaction, or solely because such
director's or directors' votes are counted for such purpose, if (a) the contract
or other transaction is fair and reasonable as to this corporation at the time
it is authorized, approved or ratified, or (b) the fact of the common
directorship or interest is disclosed or known to the board or committee and the
board or committee authorizes, approves or ratifies the contract or transaction
by unanimous written consent, provided at least one director so consenting is
disinterested, or by affirmative vote of a majority of the disinterested
directors, even though the disinterested directors be less than a quorum,
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or (c) the fact of the common directorship or interest is disclosed or known to
the shareholders and they authorize, approve or ratify the contract or
transaction.
ARTICLE III
Committees of the Board
1. The board, by resolution adopted by a majority of the entire board, may
appoint from among its members an executive committee and one or more other
committees, each of which shall have at least three members. To the extent
provided in such resolution, each such committee shall have and may exercise all
the authority of the board, except that no such committee shall (a) make, alter
or repeal any by-law of the corporation; (b) elect any director, or remove any
officer or director; (c) submit to shareholders any action that requires
shareholders' approval; or (d) amend or repeal any resolution theretofore
adopted by the board which by its terms is amendable or repealable only by the
board.
2. The board, by resolution adopted by a majority of the entire board, may (a)
fill any vacancy in any such committee; (b) appoint one or more directors to
serve as alternate members of any such committee, to act in the absence or
disability of members of any such committee with all the powers of such absent
or disabled members; (c) abolish any such committee at its pleasure; (d) remove
any director from membership on such committee at any time, with or without
cause; and (e) establish as a quorum for any such committee less than a majority
of the entire committee, but in no case less than the greater of two persons or
one-third of the entire committee.
3. Actions taken at a meeting of any such committee shall be reported to the
board at its next meeting following such committee meeting; except that, when
the meeting of the board is held within two days after the committee meeting,
such report shall, if not made at the first meeting, be made to the board at its
second meeting following such committee meeting.
ARTICLE IV
Officers
1. The board of directors at the organization meeting on the day of the annual
election of directors shall elect a chairman of the board, a president, one or
more vice presidents as the board may determine, any one or more of whom may be
designated as executive vice president or as senior vice president or in such
special or limiting style as the board may determine, a secretary, a treasurer,
a controller, a general counsel, and a general tax counsel. The chairman of the
board and the president shall each be a director, but the other officers need
not be members of the board.
2. The board of directors may from time to time elect, or authorize an officer
of the corporation to appoint in writing, assistant secretaries, assistant
treasurers, assistant controllers, and such other officers as the board may
designate.
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3. All officers of the corporation, as between themselves and the corporation,
shall have such authority and perform such duties in the management of the
corporation as may be provided in these by-laws, or as may be determined by
resolution of the board not inconsistent with these by-laws.
4. The chairman of the board shall be chief executive officer of the
corporation and shall preside at all meetings of shareholders and directors.
Subject to the board of directors, the chairman of the board shall have general
care and supervision of the business and affairs of the corporation. In the
absence of the president, the chairman of the board shall exercise the powers
and perform the duties of the president.
5. The president shall, subject to the board of directors, direct the current
administration of the business and affairs of the corporation. In the absence
of the chairman of the board, the president shall preside at meetings of the
shareholders and directors and exercise the other powers and duties of the
chairman.
6. In the event of the death, absence, or disability of the chairman of the
board and the president, a senior vice president may be designated by the board
to exercise the powers and perform the duties of those offices.
7. The secretary shall give notice of all meetings of the shareholders and of
the board of directors. The secretary shall keep records of the votes at
elections and of all other proceedings of the shareholders and of the board.
The secretary shall have all the authority and perform all the duties normally
incident to the office of secretary and shall perform such additional duties as
may be assigned to the secretary by the board, the chairman of the board or the
president.
The assistant secretaries shall perform such of the duties of the secretary
as may be delegated to them by the secretary.
8. The treasurer shall be the principal financial officer of the corporation.
The treasurer shall have charge and custody of all funds and securities of the
corporation; receive and give receipts for monies paid to the corporation, and
deposit such monies in the corporation's name in such banks or other
depositories as shall be selected for the purpose; and shall cause money to be
paid out as the corporation may require. The treasurer shall have all the
authority and perform all the duties normally incident to the office of
treasurer and shall perform such additional duties as may be assigned to the
treasurer by the board of directors, the chairman of the board or the president.
The assistant treasurers shall perform such of the duties of the treasurer
as may be delegated to them by the treasurer.
9. The controller shall be the principal accounting and financial control
officer of the corporation. The controller shall be responsible for the system
of financial control of the corporation, including internal audits, the
maintenance of its accounting records, and the preparation of the corporation's
financial statements. The controller shall periodically inform the board of
directors of the corporation's financial results and position. The controller
shall have all the authority and perform all the duties normally incident to the
office of controller and shall perform such
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additional duties as may be assigned to the controller by the board of
directors, the chairman of the board or the president.
The assistant controllers shall perform such of the duties of the controller
as may be delegated to them by the controller.
10. The general counsel shall advise the board of directors and officers on
legal matters, except those relating to taxes. The general tax counsel shall
advise the board of directors and officers on legal matters relating to taxes.
Each shall perform such additional duties as may be assigned to either of them
by the board of directors, the chairman of the board or the president.
11. Any vacancy occurring among the officers, however caused, may be filled by
the board of directors except that any vacancy in the office of an assistant
secretary, assistant treasurer or assistant controller appointed by an officer
of the corporation may be filled by the officer, if any, then authorized by the
board to make appointments to such office.
12. Any officer may be removed by the board with or without cause, and any
assistant secretary, assistant treasurer or assistant controller appointed by an
officer of the corporation may be removed with or without cause by the officer,
if any, then authorized by the board to make appointments to such office.
ARTICLE V
Divisions and Division Officers
1. The board of directors may from time to time establish one or more divisions
of the corporation and assign to such divisions responsibilities for such of the
corporation's business, operations and affairs as the board may designate.
2. The board of directors may appoint or authorize an officer of the
corporation to appoint in writing officers of a division. Unless elected or
appointed an officer of the corporation by the board of directors or pursuant to
authority granted by the board, an officer of a division shall not as such be an
officer of the corporation, except that such person shall be an officer of the
corporation for the purposes of executing and delivering documents on behalf of
the corporation or for other specific purposes, if and to the extent that such
person may be authorized to do so by the board of directors. Unless otherwise
provided in the writing appointing an officer of a division, such person's term
of office shall be for one year and until that person's successor is appointed
and qualified. Any officer of a division may be removed with or without cause by
the board of directors or by the officer, if any, of the corporation then
authorized by the board of directors to appoint such officer of a division.
3. The board of directors may prescribe or authorize an officer of the
corporation or an officer of a division to prescribe in writing the duties and
powers and authority of officers of divisions.
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ARTICLE VI
Transfer of Shares
1. Shares of the corporation shall be transferable on the records of the
corporation in accordance with the provisions of Chapter 8 of the Uniform
Commercial Code (New Jersey Statutes 12A:8-101 et seq.), as amended from time to
time, except as otherwise provided in the New Jersey Business Corporation Act
(New Jersey Statutes 14A:l-l et seq.).
2. In the case of lost, destroyed or wrongfully taken certificates, transfer
shall be made only after the receipt of a sufficient indemnity bond, if required
by the board of directors, and satisfaction of other reasonable requirements
imposed by the board.
3. The board of directors may from time to time appoint one or more transfer
agents and one or more registrars of transfers. All share certificates shall
bear the signature, which may be a facsimile, of a transfer agent and of a
registrar. The functions of transfer agents and registrars shall conform to
such regulations as the board may from time to time prescribe. The board may at
any time terminate the appointment of any transfer agent or registrar.
ARTICLE VII
Fiscal Year
The fiscal year of the corporation shall be the calendar year.
ARTICLE VIII
Corporate Seal
1. The corporate seal is, and until otherwise ordered by the board of directors
shall be, a circle containing the words "EXXON MOBIL CORPORATION, CORPORATE
SEAL, 1882, NEW JERSEY" and may be an impression thereof or printed or other
facsimile reproduction.
2. The impression of the seal may be made and attested by either the secretary
or an assistant secretary for the authentication of contracts and other papers
requiring the seal.
ARTICLE IX
Amendments
The board of directors shall have the power to make, alter and repeal the
by-laws of the corporation, but by-laws made by the board may be altered or
repealed, and new by-laws made, by the shareholders.
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ARTICLE X
Indemnification
1. The corporation shall indemnify to the full extent from time to time
permitted by law any director or former director or officer or former officer
made, or threatened to be made, a party to, or a witness or other participant
in, any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative, arbitrative, legislative, investigative, or of
any other kind, by reason of the fact that such person is or was a director,
officer, employee or other corporate agent of the corporation or any subsidiary
of the corporation or serves or served any other enterprise at the request of
the corporation (including service as a fiduciary with respect to any employee
benefit plan of the corporation or any subsidiary of the corporation) against
expenses (including attorneys' fees), judgments, fines, penalties, excise taxes
and amounts paid in settlement, actually and reasonably incurred by such person
in connection with such action, suit or proceeding, or any appeal therein. No
indemnification pursuant to this Article X shall be required with respect to any
settlement or other nonadjudicated disposition of any threatened or pending
action or proceeding unless the corporation has given its prior consent to such
settlement or other disposition.
2. As any of the foregoing expenses are incurred, they shall be paid by the
corporation for the director or former director or officer or former officer in
advance of the final disposition of the action, suit or proceeding promptly upon
receipt of an undertaking by or on behalf of such person to repay such payments
if it shall ultimately be determined that such person is not entitled to be
indemnified by the corporation.
3. The foregoing indemnification and advancement of expenses shall not be
deemed exclusive of any other rights to which any person indemnified may be
entitled.
4. The rights provided to any person by this Article X shall be enforceable
against the corporation by such person, who shall be presumed to have relied
upon it in serving or continuing to serve as a director or in any of the other
capacities set forth in this Article X. No elimination of or amendment to this
Article X shall deprive any person of rights hereunder arising out of alleged or
actual occurrences, acts or failures to act occurring prior to notice to such
person of such elimination or amendment. The rights provided to any person by
this Article X shall inure to the benefit of such person's legal representative.
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