EXHIBIT 3.2
-----------
RESTATED BYLAWS
OF
THE LIMITED, INC.
Adopted April 2, 1984
and as Amended
September 17, 1987
and
February 23, 1990
and
April 1, 1999
ARTICLE I
STOCKHOLDERS
Section 1.01. Annual Meeting. The annual meeting of the stockholders of
-----------------------------
this corporation, for the purpose of fixing or changing the number of directors
of the corporation, electing directors and transacting such other business as
may come before the meeting, shall be held on such date, at such time and at
such place as may be designated by the Board of Directors.
Section 1.02. Special Meetings. Special meetings of the stockholders may
-------------------------------
be called at any time by the chairman of the board, the vice chairman of the
board, or in case of the death, absence or disability of the chairman of the
board and the vice chairman of the board, the president, or in case of the
president's death, absence, or disability, the vice-president, if any,
authorized to exercise the authority of the president, or a majority of the
Board of Directors acting with or without a meeting; provided, that if and to
the extent that any special meeting of stockholders may be called by any other
person or persons specified in any provision of the certificate of incorporation
or any amendment thereto or any certificate filed under Section 151(g) of the
Delaware General Corporation Law (or its successor statute as in effect from
time to time), then such special meeting may also be called by the person or
persons, in the manner, at the times and for the purposes so specified.
Section 1.03. Place of Meetings. Meetings of stockholders shall be held
--------------------------------
at the principal office of the corporation in the State of Ohio, unless the
Board of Directors decides that a meeting shall be held at some other place and
causes the notice thereof to so state.
Section 1.04. Notices of Meetings. Unless waived, a written, printed, or
----------------------------------
typewritten notice of each annual or special meeting, stating the date, hour and
place and the purpose or purposes thereof shall be served upon or mailed to each
stockholder of record entitled to vote or entitled to notice, not more than 60
days nor less than 10 days before any such meeting. If mailed, such notice
shall be directed to a stockholder at his or her address as the same appears on
the records of the corporation. If a meeting is adjourned to another time or
place and such
adjournment is for 30 days or less and no new record date is fixed for the
adjourned meeting, no further notice as to such adjourned meeting need be given
if the time and place to which it is adjourned are fixed and announced at such
meeting. In the event of a transfer of shares after notice has been given and
prior to the holding of the meeting, it shall not be necessary to serve notice
on the transferee. Such notice shall specify the place where the stockholders
list will be open for examination prior to the meeting if required by Section
1.08 hereof.
Section 1.05. Fixing Date for Determination of Stockholders of Record. In
----------------------------------------------------------------------
order that the corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any other
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which shall
not be more than 60 nor less than 10 days before the date of such meeting, nor
more than 60 days prior to any other action. If the Board shall not fix such a
record date, (i) the record date for determining stockholders entitled to notice
of or to vote at a meeting of stockholders shall be the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held, and (ii) in any case involving the determination of stockholders for any
purpose other than notice of or voting at a meeting of stockholders, the record
date for determining stockholders for such purpose shall be the close of
business on the day on which the Board of Directors shall adopt the resolution
relating thereto. Determination of stockholders entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of such
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
Section 1.06. Organization. At each meeting of the stockholders, the
---------------------------
chairman of the board, or in his absence, the vice chairman of the board, or in
his absence, the president, or, in his absence, any vice-president, or, in the
absence of the chairman of the board, the vice chairman of the board, the
president and a vice-president, a chairman chosen by a majority in interest of
the stockholders present in person or by proxy and entitled to vote, shall act
as chairman, and the secretary of the corporation, or, if the secretary of the
corporation not be present, the assistant secretary, or if the secretary and the
assistant secretary not be present, any person whom the chairman of the meeting
shall appoint, shall act as secretary of the meeting.
Section 1.07. Quorum. A stockholders' meeting duly called shall not be
---------------------
organized for the transaction of business unless a quorum is present. Except as
otherwise expressly provided by law, the certificate of incorporation, these
bylaws, or any certificate filed under Section 151 (g) of the Delaware General
Corporation Law (or its successor statute as in effect from time to time), (i)
at any meeting called by the Board of Directors, the presence in person or by
proxy of holders of record entitling them to exercise at least one-third of the
voting power of the corporation shall constitute a quorum for such meeting and
(ii) at any meeting called other than by the Board of Directors, the presence in
person or by proxy of holders of record entitling them to exercise at least a
majority of the voting power of the corporation shall constitute a quorum for
such meeting. The stockholders present at a duly organized meeting can continue
to do business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a
2
quorum. If a meeting cannot be organized because a quorum has not attended, a
majority in voting interest of the stockholders present may adjourn, or, in the
absence of a decision by the majority, any officer entitled to preside at such
meeting may adjourn the meeting from time to time to such time (not more than 30
days after the previously adjourned meeting) and place as they (or he) may
determine, without notice other than by announcement at the meeting of the time
and place of the adjourned meeting. At any such adjourned meeting at which a
quorum is present any business may be transacted which might have been
transacted at the meeting as originally called.
Section 1.08. List of Stockholders. The secretary of the corporation
-----------------------------------
shall prepare and make a complete list of the stockholders of record as of the
applicable record date 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 10 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 who is present.
Section 1.09. Order of Business and Procedure. The order of business at
----------------------------------------------
all meetings of the stockholders and all matters relating to the manner of
conducting the meeting shall be determined by the chairman of the meeting, whose
decisions may be overruled only by majority vote of the stockholders present and
entitled to vote at the meeting in person or by proxy. Meetings shall be
conducted in a manner designed to accomplish the business of the meeting in a
prompt and orderly fashion and to be fair and equitable to all stockholders, but
it shall not be necessary to follow any manual of parliamentary procedure.
Section 1.10. Voting. (a) Each stockholder shall, at each meeting of the
---------------------
stockholders, be entitled to vote in person or by proxy each share or fractional
share of the stock of the corporation having voting rights on the matter in
question and which shall have been held by him and registered in his name on the
books of the corporation on the date fixed pursuant to Section 1.05 of these
bylaws as the record date for the determination of stockholders entitled to
notice of and to vote at such meeting.
(b) Shares of its own stock belonging to the corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors in such other corporation is held, directly or indirectly, by the
corporation, shall neither be entitled to vote nor be counted for quorum
purposes.
(c) Any such voting rights may be exercised by the stockholder entitled
thereto or by his proxy appointed by an instrument in writing or in any other
manner then permitted by law, subscribed by such stockholder or such
stockholder's attorney thereunto authorized in any manner then permitted by law
and delivered to the secretary of the meeting in sufficient time to permit the
necessary examination and tabulation thereof before the vote is taken; provided,
3
however, that no proxy shall be valid after the expiration of three years after
its date of execution, unless the stockholder executing it shall have specified
therein the length of time it is to continue in force. At any meeting of the
stockholders all matters, except as otherwise provided in the certificate of
incorporation, in these bylaws or by law, shall be decided by the vote of a
majority in voting interest of the stockholders present in person or by proxy
and voting thereon, a quorum being present. The vote at any meeting of the
stockholders on any question need not be by ballot, unless so directed by the
chairman of the meeting or required by the certificate of incorporation. On a
vote by ballot each ballot shall be signed by the stockholder voting, or by his
proxy, if there be such proxy, and it shall state the number of shares voted.
Section 1.11. Inspectors. The Board of Directors, in advance of any
-------------------------
meeting of the stockholders, may appoint one or more inspectors to act at the
meeting. If inspectors are not so appointed, the person presiding at the
meeting may appoint one or more inspectors. If any person so appointed fails to
appear or act, the vacancy may be filled by appointment made by the Board of
Directors in advance of the meeting or at the meeting by the person presiding
thereat. Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of inspector at the
meeting with strict impartiality and according to the best of his ability. The
inspectors so appointed shall determine the number of shares outstanding, the
shares represented at the meeting, the existence of a quorum and the
authenticity, validity and effect of proxies and shall receive votes, ballots,
waivers, releases, or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots, waivers, releases, or consents, determine and announce the results and
do such acts as are proper to conduct the election or vote with fairness to all
stockholders. On request of the person presiding at the meeting, the inspectors
shall make a report in writing of any challenge, question or matter determined
by them and execute a certificate of any fact found by them. Any report or
certificate made by them shall be prima facie evidence of the facts stated and
of the vote as certified by them.
ARTICLE II
BOARD OF DIRECTORS
Section 2.01. General Powers of Board. The powers of the corporation
--------------------------------------
shall be exercised, its business and affairs conducted, and its property
controlled by the Board of Directors, except as otherwise provided by the law of
Delaware or in the certificate of incorporation.
Section 2.02. Number of Directors. The number of directors of the
----------------------------------
corporation (exclusive of directors to be elected by the holders of any one or
more series of Preferred Stock voting separately as a class or classes) shall
not be less than 9 nor more than 13, the exact number of directors to be such
number as may be set from time to time within the limits set forth above by
resolution adopted by affirmative vote of a majority of the whole Board of
Directors. As used in these Bylaws, the term "whole Board" means the total
number of directors which the corporation would have if there were no vacancies.
4
Section 2.03. Election of Directors. At each meeting of the stockholders
------------------------------------
for the election of directors, the persons receiving the greatest number of
votes shall be the directors.
Section 2.04. Nominations.
--------------------------
2.04.1. Nominations for the election of directors may be made by the
Board of Directors or by any stockholder entitled to vote for the election of
directors.
2.04.2. Such nominations, if not made by the Board of Directors,
shall be made by notice in writing, delivered or mailed by first class United
States mail, postage prepaid, to the secretary of the corporation not less than
14 days nor more than 50 days prior to any meeting of the stockholders called
for the election of directors; provided, however, that if less than 21 days'
notice of the meeting is given to stockholders, such written notice shall be
delivered or mailed, as prescribed, to the secretary of the corporation not
later than the close of the seventh day following the day on which notice of the
meeting was mailed to stockholders. Each such notice shall set forth (i) the
name, age, business address and, if known, residence address of each nominee
proposed in such notice, (ii) the principal occupation or employment of each
such nominee, and (iii) the number of shares of stock of the corporation which
are beneficially owned by each such nominee.
2.04.3. Notice of nominations which are proposed by the Board of
Directors shall be given on behalf of the Board by the chairman of the meeting.
2.04.4. The chairman of the meeting may, 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 2.05. Resignations. Any director of the corporation may resign at
---------------------------
any time by giving written notice to the chairman of the board or the secretary
of the corporation. Such resignation shall take effect at the time specified
therein, and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 2.06. Vacancies. In the event that any vacancy shall occur in the
------------------------
Board of Directors, whether because of death, resignation, removal, newly
created directorships resulting from any increase in the authorized number of
directors, the failure of the stockholders to elect the whole authorized number
of directors, or any other reason, such vacancy may be filled by the vote of a
majority of the directors then in office, although less than a quorum. A
director elected to fill a vacancy, other than a newly created directorship,
shall hold office for the unexpired term of his predecessor.
Section 2.07. Removal of Directors. Directors may be removed only as
-----------------------------------
provided in the certificate of incorporation.
5
Section 2.08. Place of Meeting. etc. The Board of Directors may hold
------------------------------------
any of its meetings at the principal office of the corporation or at such other
place or places as the Board of Directors may from time to time designate.
Directors may participate in any regular or special meeting of the Board of
Directors by means of conference telephone or similar communications equipment
pursuant to which all persons participating in the meeting of the Board of
Directors can hear each other and such participation shall constitute presence
in person at such meeting.
Section 2.09. Annual Meeting. A regular annual meeting of the Board of
-----------------------------
Directors shall be held each year at the same place as and immediately after the
annual meeting of stockholders, or at such other place and time as shall
theretofore have been determined by the Board of Directors and notice thereof
need not be given. At its regular annual meeting the Board of Directors shall
organize itself and elect the officers of the corporation for the ensuing year,
and may transact any other business.
Section 2.10. Regular Meetings. Regular meetings of the Board of
-------------------------------
Directors may be held at such intervals and at such time as shall from time to
time be determined by the Board of Directors. After such determination and
notice thereof has been once given to each person then a member of the Board of
Directors, regular meetings may be held at such intervals and time and place
without further notice being given.
Section 2.11. Special Meetings. Special meetings of the Board of
-------------------------------
Directors may be called at any time by the Board of Directors or by the chief
executive officer or by a majority of directors then in office to be held on
such day and at such time as shall be specified by the person or persons calling
the meeting.
Section 2.12. Notice of Meetings. Notice of each special meeting or,
---------------------------------
where required, each regular meeting, of the Board of Directors shall be given
to each director either by being mailed on at least the third day prior to the
date of the meeting or by being telegraphed or given personally or by telephone
on at least 24 hours notice prior to the date of meeting. Such notice shall
specify the place, date and hour of the meeting and, if it is for a special
meeting, the purpose or purposes for which the meeting is called. At any meeting
of the Board of Directors at which every director shall be present, even though
without such notice, any business may be transacted. Any acts or proceedings
taken at a meeting of the Board of Directors not validly called or constituted
may be made valid and fully effective by ratification at a subsequent meeting
which shall be legally and validly called or constituted. Notice of any regular
meeting of the Board of Directors need not state the purpose of the meeting and,
at any regular meeting duly held, any business may be transacted. If the notice
of a special meeting shall state as a purpose of the meeting the transaction of
any business that may come before the meeting, then at the meeting any business
may be transacted, whether or not referred to in the notice thereof. A written
waiver of notice of a special or regular meeting, signed by the person or
persons entitled to such notice, whether before or after the time stated therein
shall be deemed the equivalent of such notice, and attendance of a director at a
meeting shall constitute a waiver of notice of such meeting except when the
director attends the meeting and prior to or at the commencement of such meeting
protests the lack of proper notice.
6
Section 2.13. Quorum and Voting. At all meetings of the Board of
--------------------------------
Directors, the presence of a majority of the directors then in office shall
constitute a quorum for the transaction of business. Except as otherwise
required by law, the certificate of incorporation, or these bylaws, the vote of
a majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board of Directors. At all meetings of the Board of
Directors, each director shall have one vote.
Section 2.14. Committees. The Board of Directors may appoint an executive
-------------------------
committee and any other committee of the Board of Directors, to consist of one
or more directors of the corporation, and may delegate to any such committee any
of the authority of the Board of Directors, however conferred, other than the
power or authority in reference to amending the certificate of incorporation,
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending the
bylaws of the corporation. No committee shall have the power or authority to
declare a dividend or to authorize the issuance of stock unless the resolution
creating such committee expressly so provides. Each such committee shall serve
at the pleasure of the Board of Directors, shall act only in the intervals
between meetings of the Board of Directors and shall be subject to the control
and direction of the Board of Directors. Any such committee may act by a
majority of its members at a meeting or by a writing or writings signed by all
of its members. Any such committee shall keep written minutes of its meetings
and report the same to the Board of Directors at the next regular meeting of the
Board of Directors.
Section 2.15. Compensation. The Board of Directors may, by resolution
---------------------------
passed by a majority of those in office, fix the compensation of directors for
service in any capacity and may fix fees for attendance at meetings and may
authorize the corporation to pay the traveling and other expenses of directors
incident to their attendance at meetings, or may delegate such authority to a
committee of the board.
Section 2.16. Action by Consent. Any action required or permitted to be
--------------------------------
taken at any meeting of the board or of any committee thereof may be taken
without a meeting if a written consent thereto is signed by all members of the
board or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the board or such committee.
ARTICLE III
OFFICERS
Section 3.01. General Provisions. The officers of the corporation shall
---------------------------------
be the chairman of the board (who shall be a director), a vice chairman of the
board (who shall be a director), a president, such number of vice-presidents as
the board may from time to time determine, a secretary and a treasurer. Any
person may hold any two or more offices and perform the duties
7
thereof, except the offices of chairman of the board and vice chairman of the
board, or the offices of president and vice-president.
Section 3.02. Election, Terms of Office, and Qualification. The officers
-----------------------------------------------------------
of the corporation named in Section 3.01 of this Article III shall be elected by
the Board of Directors for an indeterminate term and shall hold office during
the pleasure of the Board of Directors.
Section 3.03. Additional Officers, Agents, etc. In addition to the
-----------------------------------------------
officers mentioned in Section 3.01 of this Article III, the corporation may have
such other officers or agents as the Board of Directors may deem necessary and
may appoint, each of whom or each member of which shall hold office for such
period, have such authority and perform such duties as may be provided in these
bylaws as the Board of Directors may from time to time determine. The Board of
Directors may delegate to any officer the power to appoint any subordinate
officers or agents. In the absence of any officer of the corporation, or for
any other reason the Board of Directors may deem sufficient, the Board of
Directors may delegate, for the time being, the powers and duties, or any of
them, of such officer to any other officer, or to any director.
Section 3.04. Removal. Any officer of the corporation may be removed,
----------------------
either with or without cause, at any time, by resolution adopted by the Board of
Directors at any meeting, the notice (or waivers of notice) of which shall have
specified that such removal action was to be considered. Any officer appointed
not by the Board of Directors but by an officer or committee to which the Board
of Directors shall have delegated the power of appointment may be removed, with
or without cause, by the committee or superior officer (including successors)
who made the appointment, or by any committee or officer upon whom such power of
removal may be conferred by the Board of Directors.
Section 3.05. Resignations. Any officer may resign at any time by giving
---------------------------
written notice to the Board of Directors, or to the chairman of the board, the
vice chairman of the board, the president, or the secretary of the corporation.
Any such resignation shall take effect at the time specified therein, and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
Section 3.06. Vacancies. A vacancy in any office because of death,
------------------------
resignation, removal, disqualification, or otherwise, shall be filled in the
manner prescribed in these bylaws for regular appointments or elections to such
office.
ARTICLE IV
DUTIES OF THE OFFICERS
Section 4.01. The Chairman of the Board. The chairman of the board shall
----------------------------------------
be chief executive officer of the corporation and shall have general supervision
over the property, business and affairs of the corporation and over its several
officers, subject, however, to the control of the Board of Directors. He shall,
if present, preside at all meetings of the stockholders and of the Board of
Directors. He may sign, with the secretary, treasurer or any other proper
8
officer of the corporation thereunto authorized by the Board of Directors,
certificates for shares in the corporation. He may sign, execute and deliver in
the name of the corporation all deeds, mortgages, bonds, leases, contracts, or
other instruments either when specially authorized by the Board of Directors or
when required or deemed necessary or advisable by him in the ordinary conduct of
the corporation's normal business, except in cases where the signing and
execution thereof shall be expressly delegated by these bylaws to some other
officer or agent of the corporation or shall be required by law or otherwise to
be signed or executed by some other officer or agent, and he may cause the seal
of the corporation, if any, to be affixed to any instrument requiring the same.
Section 4.02. Vice Chairman of the Board. The vice chairman of the board
-----------------------------------------
shall perform such duties as are conferred upon him by these bylaws or as may
from time to time be assigned to him by the chairman of the board or the Board
of Directors. The authority of the vice chairman of the board to sign in the
name of the corporation all certificates for shares and deeds, mortgages,
leases, bonds, contracts, notes and other instruments, shall be coordinate with
like authority of the chairman of the board. In the absence or disability of
the chairman of the board, the vice chairman of the board shall perform all the
duties of the chairman of the board, and when so acting, shall have all the
powers of the chairman of the board.
Section 4.03. The President. The president shall perform such duties as
----------------------------
are conferred upon him by these bylaws or as may from time to time be assigned
to him by the chairman of the board or the vice chairman of the board or the
Board of Directors.
Section 4.04. Vice-Presidents. The vice-presidents shall perform such
------------------------------
duties as are conferred upon them by these bylaws or as may from time to time be
assigned to them by the Board of Directors, the chairman of the board, the vice
chairman of the board or the president. At the request of the chairman of the
board, in the absence or disability of the president, the vice-president,
designated by the chairman of the board shall perform all the duties of the
president, and when so acting, shall have all of the powers of the president.
Section 4.05. The Treasurer. The treasurer shall be the custodian of all
----------------------------
funds and securities of the corporation. Whenever so directed by the Board of
Directors, he shall render a statement of the cash and other accounts of the
corporation, and he shall cause to be entered regularly in the books and records
of the corporation to be kept for such purpose full and accurate accounts of the
corporation's receipts and disbursements. He shall have such other powers and
shall perform such other duties as may from time to time be assigned to him by
the Board of Directors, the chairman of the board or the vice chairman of the
board.
Section 4.06. The Secretary. The secretary shall record and keep the
----------------------------
minutes of all meetings of the stockholders and the Board of Directors in a book
to be kept for that purpose. He shall be the custodian of, and shall make or
cause to be made the proper entries in, the minute book of the corporation and
such other books and records as the Board of Directors may direct. He shall be
the custodian of the seal of the corporation, if any, and shall affix such seal
to such contracts, instruments and other documents as the Board of Directors or
any committee thereof may direct. He shall have such other powers and shall
perform such other duties as may from
9
time to time be assigned to him by the Board of Directors, the chairman of the
board or the vice chairman of the board.
ARTICLE V
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 5.01. Indemnification. The corporation shall indemnify any person
------------------------------
who was or is a party or is threatened to be made a party to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he, his testator, or
intestate is or was a director or officer of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust or other
enterprise, or as a member of any committee or similar body against all expenses
(including attorneys' fees), judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding (including appeals) or the defense or settlement
thereof or any claim, issue, or matter therein, to the fullest extent permitted
by the laws of Delaware as they may exist from time to time.
Section 5.02. Insurance. The proper officers of the corporation, without
------------------------
further authorization by the Board of Directors, may in their discretion
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent for
another corporation, partnership, joint venture, trust or other enterprise,
against any liability.
Section 5.03. ERISA. To assure indemnification under this Article of all
--------------------
such persons who are or were "fiduciaries" of an employee benefit plan governed
by the Act of Congress entitled "Employee Retirement Income Security Act of
1974", as amended from time to time, the provisions of this Article V shall, for
the purposes hereof, be interpreted as follows: an "other enterprise" shall be
deemed to include an employee benefit plan; the corporation shall be deemed to
have requested a person to serve as an employee of an employee benefit plan
where the performance by such person of his duties to the corporation also
imposes duties on, or otherwise involves services by, such person to the plan or
participants or beneficiaries of the plan; excise taxes assessed on a person
with respect to an employee benefit plan pursuant to said Act of Congress shall
be deemed "fines"; and action taken or omitted by a person with respect to an
employee benefit plan in the performance of such person's duties for a purpose
reasonably believed by such person to be in the interest of the participants and
beneficiaries of the plan shall be deemed to be for a purpose which is not
opposed to the best interests of the corporation.
Section 5.04. Contractual Nature. The foregoing provisions of this
---------------------------------
Article V shall be deemed to be a contract between the corporation and each
director and officer who serves in such capacity at any time while this Section
is in effect, and any repeal or modification thereof shall not affect any rights
or obligations then existing with respect to any state of facts then or
theretofore existing or any action, suit or proceeding theretofore or thereafter
brought based in whole or in part upon any such state of facts.
10
Section 5.05. Construction. For the purposes of this Article V,
---------------------------
references to "the corporation" include in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers and employees or agents, so that any person who is or was a
director or officer of such constituent corporation or is or was serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise or as a member of any committee or similar body shall stand in the
same position under the provisions of this Article with respect to the resulting
or surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.
Section 5.06. Non-Exclusive. The corporation may indemnify, or agree to
----------------------------
indemnify, any person against any liabilities and expenses and pay any expenses,
including attorneys' fees, in advance of final disposition of any action, suit
or proceeding, under any circumstances, if such indemnification and/or payment
is approved by the vote of the stockholders or of the disinterested directors,
or is, in the opinion of independent legal counsel selected by the Board of
Directors, to be made on behalf of an indemnitee who acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, the best interests
of the corporation.
ARTICLE VI
DEPOSITORIES, CONTRACTS AND OTHER INSTRUMENTS
Section 6.01 Depositories. The chairman of the board, the vice
----------------------------
chairman of the board, the president, the treasurer, and any vice-president of
the corporation whom the Board of Directors authorizes to designate depositories
for the funds of the corporation are each authorized to designate depositories
for the funds of the corporation deposited in its name and the signatories and
conditions with respect thereto in each case, and from time to time, to change
such depositories, signatories and conditions, with the same force and effect as
if each such depository, the signatories and conditions with respect thereto and
changes therein had been specifically designated or authorized by the Board of
Directors; and each depository designated by the Board of Directors or by the
chairman of the board, the vice chairman of the board, the president, the
treasurer, or any such vice-president of the corporation, shall be entitled to
rely upon the certificate of the secretary or any assistant secretary of the
corporation setting forth the fact of such designation and of the appointment of
the officers of the corporation or of both or of other persons who are to be
signatories with respect to the withdrawal of funds deposited with such
depository, or from time to time the fact of any change in any depository or in
the signatories with respect thereto.
Section 6.02. Execution of Instruments Generally. In addition to the
-------------------------------------------------
powers conferred upon the chairman of the board in Section 4.01 and the vice
chairman of the board in Section 4.02 and except as otherwise provided in
Section 6.01 of this Article VI, all contracts and other instruments entered
into in the ordinary course of business requiring execution by the corporation
may be executed and delivered by the president, the treasurer, or any vice-
president
11
and authority to sign any such contracts or instruments, which may be general or
confined to specific instances, may be conferred by the Board of Directors upon
any other person or persons. Any person having authority to sign on behalf of
the corporation may delegate, from time to time, by instrument in writing, all
or any part of such authority to any person or persons if authorized so to do by
the Board of Directors.
ARTICLE VII
SHARES AND THEIR TRANSFER
Section 7.01. Certificate for Shares. Every owner of one or more shares
-------------------------------------
in the corporation shall be entitled to a certificate, which shall be in such
form as the Board of Directors shall prescribe, certifying the number and class
of shares in the corporation owned by him. When such certificate is counter-
signed by an incorporated transfer agent or registrar, the signature of any of
said officers may be facsimile, engraved, stamped or printed. The certificates
for the respective classes of such shares shall be numbered in the order in
which they shall be issued and shall be signed in the name of the corporation by
the chairman of the board or the vice chairman of the board, or the president or
a vice-president, and by the secretary or an assistant secretary or the
treasurer or an assistant treasurer. A record shall be kept of the name of the
person, firm, or corporation owning the shares represented by each such
certificate and the number of shares represented thereby, the date thereof, and
in case of cancellation, the date of cancellation. Every certificate
surrendered to the corporation for exchange or transfer shall be cancelled and
no new certificate or certificates shall be issued in exchange for any existing
certificates until such existing certificates shall have been so cancelled.
Section 7.02. Lost, Destroyed and Mutilated Certificates. If any
---------------------------------------------------------
certificates for shares in this corporation become worn, defaced, or mutilated
but are still substantially intact and recognizable, the directors, upon
production and surrender thereof, shall order the same cancelled and shall issue
a new certificate in lieu of same. The holder of any shares in the corporation
shall immediately notify the corporation if a certificate therefor shall be
lost, destroyed, or mutilated beyond recognition, and the corporation may issue
a new certificate in the place of any certificate theretofore issued by it which
is alleged to have been lost or destroyed or mutilated beyond recognition, and
the Board of Directors may, in its discretion, require the owner of the
certificate which has been lost, destroyed, or mutilated beyond recognition, or
his legal representative, to give the corporation a bond in such sum and with
such surety or sureties as it may direct, not exceeding double the value of the
stock, to indemnify the corporation against any claim that may be made against
it on account of the alleged loss, destruction, or mutilation of any such
certificate. The Board of Directors may, however, in its discretion, refuse to
issue any such new certificate except pursuant to legal proceedings, under the
laws of the State of Delaware in such case made and provided.
Section 7.03. Transfers of Shares. Transfers of shares in the corporation
----------------------------------
shall be made only on the books of the corporation by the registered holder
thereof, his legal guardian, executor, or administrator, or by his attorney
thereunto authorized by power of attorney duly executed and filed with the
secretary of the corporation or with a transfer agent appointed by the
12
Board of Directors, and on surrender of the certificate or certificates for such
shares properly endorsed or accompanied by properly executed stock powers and
evidence of the payment of all taxes imposed upon such transfer. The person in
whose name shares stand on the books of the corporation shall, to the full
extent permitted by law, be deemed the owner thereof for all purposes as regards
the corporation.
Section 7.04. Regulations. The Board of Directors may make such rules and
--------------------------
regulations as it may deem expedient, not inconsistent with these bylaws
concerning the issue, transfer, and registration of certificates for shares in
the corporation. It may appoint one or more transfer agents or one or more
registrars, or both, and may require all certificates for shares to bear the
signature of either or both.
13
ARTICLE VIII
SEAL
The Board of Directors may provide a corporate seal, which shall be
circular and contain the name of the corporation engraved around the margin and
the words "corporate seal", the year of its organization, and the word
"Delaware".
14