EXHIBIT 3.2
HALLIBURTON COMPANY
BY-LAWS
AS AMENDED
Offices
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1. The registered office of the Corporation required by the Delaware
General Corporation Law to be maintained in the State of Delaware shall be in
the City of Wilmington, County of New Castle, State of Delaware, or at such
other office (which need not be a place of business or principal office of the
Corporation) as may be designated from time to time by the Board of Directors in
the manner provided by law, and the name of the agent in charge thereof shall be
The Corporation Trust Company. The Corporation shall also have offices in the
Cities of Dallas and Houston, State of Texas, in the City of Duncan, State of
Oklahoma, and at such other places as the Board of Directors may, from time to
time, appoint.
Seal
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2. The corporate seal shall have inscribed thereon around the margin the
words "Halliburton Company" and "Delaware" and across the center thereof the
words "Corporate Seal".
Stockholders' Meetings
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3. All meetings of the stockholders for the election of Directors shall be
held in the City of Dallas, State of Texas, at such place as may be fixed from
time to time by the Board of Directors or at such other place either within or
without the State of Delaware as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting. Meetings of
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stockholders for any other purpose may be held at such time and place within or
without the State of Delaware, as shall be stated in the notice of the meeting.
4. Annual meetings of the stockholders shall be held on the third Tuesday
in the month of May each year if not a legal holiday, and if a legal holiday,
then on the next succeeding business day, at 9:00 a.m., or at such other date
and time as shall be designated, from time to time, by the Board of Directors
and stated in the notice of meeting, at which time they shall elect by a
plurality vote a Board of Directors, in the manner provided for in the
Certificate of Incorporation, and transact such other business as may be brought
before the meeting.
5. At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be
properly brought before an annual meeting, business must be (i) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board, (ii) otherwise properly brought before the meeting by or at the
direction of the Board, or (iii) otherwise properly brought before the meeting
by a stockholder. In addition to any other applicable requirements, for
business to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the Secretary.
To be timely, a stockholder's notice must be delivered to or mailed and received
at the principal executive offices of the Corporation, not less than ninety (90)
days prior to the first anniversary date of the immediately preceding annual
meeting of stockholders of the Corporation. A stockholder's notice to the
Secretary shall set forth as to each matter the stockholder proposes to bring
before the annual meeting, (a) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (b) the
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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
which are beneficially owned by the stockholder, (d) a representation that the
stockholder or a qualified representative of the stockholder intends to appear
in person at the meeting to bring the proposed business before the annual
meeting, and (e) any material interest of the stockholder in such business.
Notwithstanding anything in the By-laws to the contrary, no business
shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Section 5; provided, however, that nothing in this
Section 5 shall be deemed to preclude discussion by any stockholder of any
business properly brought before the annual meeting in accordance with said
procedure.
The Chairman of an annual meeting 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 5, 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.
Notwithstanding the foregoing provisions of this Section 5, a
stockholder shall also comply with all applicable requirements of the Securities
and Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder with respect to the matters set forth in this Section 5.
6. Only persons who are nominated in accordance with the following
procedures shall be eligible for election as Directors. Nominations of persons
for election to the Board of Directors of the Corporation may be made at a
meeting of stockholders (i) by or at the direction of the Board
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of Directors by any nominating committee or person appointed by the Board or
(ii) by any stockholder of the Corporation entitled to vote for the election of
Directors at the meeting and who complies with the notice procedures set forth
in this Section 6. Such nominations, other than those made by or at the
direction of the Board, shall be made pursuant to timely notice in writing to
the Secretary. To be timely, a stockholder's notice shall be delivered to or
mailed and received at the principal executive offices of the Corporation (a)
with respect to an election to be held at the annual meeting of stockholders,
not less than ninety (90) days prior to the first anniversary date of the
immediately preceding annual meeting of stockholders of the Corporation and (b)
with respect to an election to be held at a special meeting of stockholders, not
later than the close of business on the tenth (10th) day following the day on
which notice of the date of the special meeting was mailed to stockholders or
public disclosure of the date of the special meeting was made, whichever first
occurs. Such stockholder's notice to the Secretary shall set forth (x) as to
each person whom the stockholder proposes to nominate for election or re-
election as a Director, (i) the name, age, business address and residence
address of the person, (ii) the principal occupation or employment of the
person, (iii) the class and number of shares of capital stock of the Corporation
which are beneficially owned by the person, and (iv) all other information
relating to the person that is required to be disclosed in solicitations for
proxies for election of Directors, or is otherwise required, pursuant to
Regulation 14A under the Securities Exchange Act of 1934 as amended (including
such person's written consent to being named in the proxy statement as a nominee
and to serve as a Director, if elected; and (y) as to the stockholder giving the
notice (i) the name and address, as they appear on the Corporation's books, of
such stockholder and (ii) the class and
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number of shares of capital stock of the Corporation which are beneficially
owned by the stockholder. The Corporation may require any proposed nominee to
furnish such other information as may reasonably be required by the Corporation
to determine the eligibility of such proposed nominee to serve as Director of
the Corporation. Other than Directors chosen pursuant to the provisions of
Section 13, no person shall be eligible for election as a Director of the
Corporation unless nominated in accordance with the procedures set forth herein.
The Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.
Notwithstanding the foregoing provisions of this Section 6, a
stockholder shall also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder with
respect to the matters set forth in this Section 6.
7. The holders of a majority of the voting stock issued and outstanding,
present in person, or represented by proxy shall constitute a quorum at all
meetings of the stockholders for the transaction of business.
8. At each meeting, every stockholder shall be entitled to vote in person
or by proxy and shall have one (1) vote for each share of voting stock
registered in his name on the stock books except as provided in Section 13
hereof.
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9. Written notices of the annual meeting shall be mailed not less than
ten (10) nor more than sixty (60) days before the date of the meeting to each
stockholder entitled to vote at such meeting directed to his address as it
appears on the records of the Corporation.
10. A complete list of the stockholders entitled to vote at each meeting of
the stockholders, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder shall be prepared and shall be open to the examination of any
stockholder, for any purpose germane to the meeting during ordinary business
hours, for a period of at least ten (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 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.
11. Special meetings of the stockholders may be called by the Chairman of
the Board, by the President (if a Director), by the Board of Directors, or by
stockholders owning a majority in the amount of the entire stock of the
Corporation with voting privileges issued and outstanding.
12. Written notice of a special meeting of stockholders shall be mailed not
less than ten (10) nor more than fifty (50) days before the date of the meeting
to each stockholder entitled to vote at such meeting directed to his address as
it appears on the records of the Corporation.
13. Cumulative voting shall not be allowed. Each stockholder shall be
entitled, at all elections of Directors of the Corporation, to as many votes as
shall equal the number of shares of stock held and owned by him and entitled to
vote at such meeting under Article EIGHTH of the
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Certificate of Incorporation, as amended, for as many Directors as there are to
be elected, unless such right to vote in such manner is limited or denied by
other provisions of the Certificate of Incorporation.
Vacancies caused by the death or resignation of any Director and newly
created directorships resulting from any increase in the authorized number of
Directors may be filled by a vote of at least a majority of the Directors then
in office, though less than a quorum, and the Directors so chosen shall hold
office until the next annual meeting of the stockholders.
Directors
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14. The property and business of the Corporation shall be managed by its
Board of Directors. The number of Directors which shall constitute the whole
Board shall not be less than eight (8) nor more than twenty (20). Within the
limits above specified, the number of Directors shall be determined by
resolution of the Board of Directors or by the stockholders at the annual
meeting. Each Director shall be elected to serve for the term of one (1) year
and until his successor shall be elected and shall qualify.
15. The Directors shall hold their meetings in Dallas, Texas, and at such
other places as they may designate, and may keep the books of the Corporation
outside of Delaware, in the City of Dallas, Texas, or at such other places as
they may, from time to time, determine.
16. In addition to the powers and authorities by these By-laws expressly
conferred upon them, the Board may exercise all such powers of the Corporation
and do all such lawful acts and
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things as are permitted by the Certificate of Incorporation and not by statute
required to be exercised or done by the stockholders.
17. Each member of the Board shall be paid such fee as the Board of
Directors may, from time to time, by resolution determine.
Meetings of the Board
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18. Immediately after each annual stockholders' meeting, the newly elected
Board shall meet and for the ensuing year elect such officers with such titles
and duties as may be necessary to enable the Corporation to sign instruments and
stock certificates which comply with Sections 103(a)(2) and 158 of Chapter 1,
General Corporation Laws of the State of Delaware, and may elect such other
officers as may be specified in these By-laws or as may be determined by the
Board and shall attend to such other business as may come before the Board.
19. Regular meetings of the Board may be held without notice at such time
and place as shall be determined by the Board.
20. At all meetings of the Board, a majority of Directors shall be
necessary to constitute a quorum.
21. Special meetings of the Board may be called by the Chairman of the
Board or the President (if a Director) upon one (1) day's notice to each
Director either personally or in the manner permitted by Section 34 hereof.
Special meetings shall be called by the Chairman of the Board, the President or
Secretary in like manner and on like notice on the written request of two (2)
Directors.
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Officers
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22. The officers of the Corporation shall be a Chairman of the Board, a
President, one or more Vice Presidents (any one or more of whom may be
designated Executive Vice President or Senior Vice President), a Secretary, a
Treasurer, a Controller, one or more Assistant Secretaries, and, if the Board of
Directors so elects, one or more Vice Chairmen. Such officers shall be elected
or appointed by the Board of Directors. All officers 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, to the
extent not provided, as may be prescribed by the Board of Directors or by the
Chairman of the Board acting under authority delegated to him by the Board.
23. The Chairman of the Board shall be a member of the Board. The other
officers need not be members of the Board. Any two (2) or more offices may be
held by the same person.
24. The Board may elect or appoint such other officers and agents as it may
deem necessary, who shall have such authority and shall perform such duties as
shall be prescribed by the Board.
25. The officers of the Corporation shall hold office for one (1) year from
date of their election and until their successors are chosen and qualify. Any
officer elected or appointed by the Board may be removed at any time by the
affirmative vote of a majority of the whole Board.
Vacancies
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26. If any office of the Corporation is vacant for any reason, the Board of
Directors may choose a successor, who shall hold office for the unexpired term,
or the powers or duties of any such office may be delegated as the Board may
determine.
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Duties of Officers May Be Delegated
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27. In case of the absence, inability or refusal to act of any officer, the
Board may delegate the powers or duties of such officer to any other officer,
for the time being.
Certificate of Stock
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28. The Board of Directors may make such rules and regulations as it may
deem expedient for the issuance, transfer and registration of certificates for
shares of stock of the Corporation, including the appointment of transfer agents
and registrars.
Such certificates shall be numbered and entered on the books of the
Corporation as they are issued, and shall set forth the holder's name and number
of shares and shall be impressed with the corporate seal or bear a facsimile
thereof, and shall be signed by the Chairman of the Board, the President or any
Vice President and the Secretary or Assistant Secretary of the Corporation and
countersigned by an independent transfer agent and registered by an independent
registrar. Any or all of the signatures may be facsimiles unless the regulations
of the New York Stock Exchange then in effect shall require to the contrary. In
case any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall cease to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the Corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issue.
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Transfer of Stock
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29. Transfer of stock shall be made on the books of the Corporation only
upon written order of the person named in the certificate or his attorney,
lawfully constituted in writing and upon surrender of such certificate.
30. 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 to express consent to corporate action in writing without a meeting,
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
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board may fix, in advance, a record date, which shall not be more
than sixty (60) nor less than ten (10) days before the date of such meeting, nor
more than sixty (60) days prior to any other action. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board may fix a new record date for the adjourned meeting.
31. All checks, unless otherwise directed by the Board, shall be signed by
the Treasurer or Assistant Treasurer and countersigned by the Chairman of the
Board, President, any Vice President or the Controller. The Treasurer or
Assistant Treasurer, Chairman of the Board, President, any Vice President, the
Controller, or any one of them, may appoint such officers or employees of the
Corporation as the one or ones so making the appointment shall deem advisable to
audit and approve Corporation vouchers and checks and to sign such checks with
an approved mechanical check-signer. Any officer or employee so designated to
audit, approve or sign checks
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shall execute a bond to the Corporation in such amount as the Directors, from
time to time, may designate, and with sureties satisfactory to the Directors.
All notes, debentures and bonds, unless otherwise directed by the Board, or
unless otherwise required by law, shall be signed by the Treasurer or Assistant
Treasurer and countersigned by the Chairman of the Board, President or any Vice
President.
Dividends
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32. Dividends upon the capital stock, when earned, may be declared by the
Board at any regular or special meeting.
33. Before payment of any dividend, there shall be set aside out of the
surplus or net profits of the Corporation such sum or sums as the Directors,
from time to time, think proper as a reserve fund to meet contingencies, or for
such other purposes as the Directors shall think conducive to the interest of
the Corporation.
34. Whenever, under the provisions of these By-laws, notice is required to
be given it shall not be construed to mean personal notice, but such notice may
be given in writing by mail, addressed to such stockholder, officer or Director,
at such address as appears on the records of the Corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail. Notice may also be given
by prepaid telegram, telex or facsimile transmission, which notice shall be
deemed to have been given when sent or transmitted.
35. Any stockholder, Director or officer may waive any notice required to
be given under these By-laws.
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36. These By-laws may be altered or repealed at any regular meeting of the
stockholders, or at any special meeting of the stockholders at which a quorum is
present or represented, provided notice of the proposed alteration or repeal be
contained in the notice of such special meeting, by the affirmative vote of the
majority of the stockholders entitled to vote at such meeting and present or
represented thereat, or by the affirmative vote of the majority of the Board of
Directors at any regular meeting of the Board, or at any special meeting of the
Board, if notice of the proposed alteration or repeal be contained in the notice
of such special meeting; provided, however, that no change in these By-laws
setting the time or place of the meeting for the election of Directors shall be
made within sixty (60) days next before the day on which such meeting is to be
held, and that in case of any change in such time or place, notice thereof shall
be given to each stockholder in person or by letter mailed to his last known
post office address at least twenty (20) days before the meeting is held.
Provisions for National Emergencies
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37. During periods of emergency resulting from an attack on the United
States or on a locality in which the Corporation conducts its business or
customarily holds meetings of its Board of Directors or its stockholders, or
during any nuclear or atomic disaster, or during the existence of any
catastrophe, or other similar emergency condition, the following provisions
shall apply notwithstanding any different provisions elsewhere contained in
these By-laws:
(a) Whenever, during such emergency and as a result thereof, a quorum
of the Board of Directors or a standing committee thereof cannot readily be
convened for action, a meeting of such Board or committee thereof may be called
by any officer or Director by a notice of
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the time and place given only to such of the Directors as it may be feasible to
reach at the time and by such means as may be feasible at the time, including
publications or radio. The Director or Directors in attendance at the meeting
shall constitute a quorum; provided, however, that the officers or other persons
present who have been designated on a list approved by the Board before the
emergency, all in such order of priority and subject to such conditions and for
such period of time as may be provided in the resolution approving such list, or
in the absence of such a resolution, the officers of the Corporation who are
present, in order of rank, and within the same rank in order of seniority, shall
to the extent required to provide a quorum be deemed Directors for such meeting.
(b) The Board, either before or during any such emergency, may provide,
and from time to time modify, lines of succession in the event that during such
emergency any or all officers or agents of the Corporation shall for any reason
be rendered incapable of discharging their duties.
(c) The Board either before or during any such emergency, may,
effective in the emergency, change the head office or designate several
alternative head offices or regional offices, or authorize the officers so to
do.
(d) No officer, Director or employee acting in accordance with this
article shall be liable except for willful misconduct.
(e) To the extent not inconsistent with this article, all other
articles of these By-laws shall remain in effect during any emergency described
in this article and upon its termination the provisions of this article covering
the duration of such emergency shall cease to be operative.
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Divisions and Divisional Officers
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Groups and Group Officers
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38. (a) Divisions of the Corporation may be formed, and existing divisions
dissolved, by resolution of the Board of Directors of the Corporation or through
designation in writing by the Chairman of the Board.
The Chairman of the Board, or his delegate, shall supervise the
management and operations of its divisions and shall have the authority to
appoint the officers thereof and the power to remove them and to fill any
vacancies.
To the extent not inconsistent with these By-laws or a resolution of
the Board of Directors of the Corporation, the officers of each division shall
perform such duties and have such authority with respect to the business and
affairs of that division as may be granted, from time to time, by the Chairman
of the Board, or his delegate. With respect to the affairs of such division and
in the regular course of business of such division, officers of each division
may sign contracts and other documents in the name of the division, where so
authorized; provided, however, subject to the provisions of the next succeeding
sentence of this Paragraph, that an officer of one division shall not have
authority to bind any other division of the Corporation, nor to bind the
Corporation, except as to the normal and usual business and affairs of the
division of which he is an officer. Notwithstanding the provisions of the
preceding sentence, if a division of the Corporation is formed to provide shared
services for the Corporation and/or its operating units, officers, to the extent
that and with respect to matters to which they have been delegated such
authority in writing by the Chairman of the Board or his delegate, may execute
contracts in the name of and bind the
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Corporation or any of its divisions; provided, however, that no officer of a
division formed to perform shared services shall contract in the name of or
otherwise bind a subsidiary or other legal entity in which the Corporation owns
an interest with respect to shared services matters unless such officer of such
division taking such action (i) is an officer of such subsidiary or such other
legal entity and is duly authorized to take such action in the name of and on
behalf of such subsidiary or other legal entity or (ii) takes such action on
behalf of such subsidiary or other legal entity pursuant to the grant of a duly
authorized power of attorney. A divisional officer, unless specifically elected
to one of the designated offices of the Corporation, shall not be construed as
an officer of the Corporation.
(b) To facilitate the attainment of certain goals and objectives by
various divisions and subsidiaries of the Corporation engaged in common pursuits
or in activities within the same or similar areas of business activity, a group
or groups of such subsidiaries and divisions may be formed by resolution of the
Board of Directors of the Corporation or through designation in writing by the
Chairman of the Board, or his delegate.
The activities of any such group shall be administered and coordinated
by the officers of the group and, if desired by the Chairman of the Board, or
his delegate, by an operating committee. In such event, the number of members of
such operating committee shall be determined by the Chairman of the Board, or
his delegate, who shall appoint the members thereof and have the power to remove
them and substitute other members. The duties of any such operating committee
shall be to aid in the administration and coordination of group activities and
to consult with and advise the officers of the group in achieving goals and
objectives of such group.
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Officers of a group established pursuant to the provisions hereof may
include a chairman, a president, one or more vice presidents, a treasurer, a
secretary and such other officers as may facilitate operations of the group. The
Chairman of the Board, or his delegate, shall have the authority to appoint the
officers of a group and the power to remove them and to fill any vacancies. To
the extent not inconsistent with these By-laws or a resolution of the Board of
Directors of the Corporation, the officers of each group shall have such duties
and authority with respect to the activities and affairs of the group as may be
granted, from time to time, by the Chairman of the Board, or his delegate.
Contracts may not be entered into in the name of any group, but any
officer of the group, where so authorized, may execute contracts and other
documents in the name of the Corporation on behalf of the members of the group
or any division of the Corporation that is a member of the group; provided,
however, that in no case shall an officer of the group have authority to bind
the Corporation except as to the normal and usual business and affairs of the
group of which he or she is an officer; and provided further that a group
officer may not execute contracts for any subsidiary who is a member of the
group unless (i) he or she executes the same under a duly authorized power of
attorney or (ii) he or she is also an officer of such subsidiary and executes
the contract in such capacity.
Indemnification
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39. (a) Each person who was or is made a party or is threatened to be made
a party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she is or was or has
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agreed to become a director or officer of the Corporation or is or was serving
or has agreed to serve at the request of the Corporation as a director or
officer of another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to employee benefit plans,
whether the basis of such proceeding is alleged action in an official capacity
as a director or officer or in any other capacity while serving or having agreed
to serve as a director or officer shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended, (but, in the case of any
such amendment, only to the extent that such amendment permits the Corporation
to provide broader indemnification rights than said law permitted the
Corporation to provide prior to such amendment) against all expense, liability
and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith and such indemnification shall
continue as to a person who has ceased to serve in the capacity which initially
entitled such person to indemnity hereunder and shall inure to the benefit of
his or her heirs, executors and administrators; provided, however, that the
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Corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation. The right to indemnification conferred in this Section 39 shall
be a contract right and shall include the right to be paid by the Corporation
the expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that, if the Delaware General Corporation Law
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requires, the payment of such expenses incurred by a director or officer in his
or her capacity as a director or
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officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer, including, without limitation, service
to an employee benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such director or officer, to repay all amounts
so advanced if it shall ultimately be determined that such director or officer
is not entitled to be indemnified under this Section or otherwise.
(b) If a claim under Paragraph (a) of this Section 39 is not paid in
full by the Corporation within ninety days after a written claim has been
received by the Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Corporation) that the
claimant has not met the standards of conduct which make it permissible under
the Delaware General Corporation Law for the Corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall be
on the Corporation. Neither the failure of the Corporation (including its Board
of Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that
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the claimant has not met such applicable standard of conduct, shall be a defense
to the action or create a presumption that the claimant has not met the
applicable standard of conduct.
(c) The right to indemnification and the advancement and payment of
expenses conferred in this Section 39 shall not be exclusive of any other right
which any person may have or hereafter acquire under any law (common or
statutory), provision of the Certificate of Incorporation of the Corporation,
By-law, agreement, vote of stockholders or disinterested directors or otherwise.
(d) The Corporation may maintain insurance, at its expense, to protect
itself and any person who is or was serving as a director or officer of the
Corporation or is or was serving at the request of the Corporation as a director
or officer of another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
(e) If this Section 39 or any portion hereof shall be invalidated on
any ground by any court of competent jurisdiction, then the Corporation shall
nevertheless indemnify and hold harmless each director or officer of the
Corporation as to costs, charges and expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement with respect to any action, suit
or proceeding, whether civil, criminal, administrative or investigative to the
full extent permitted by any applicable portion of this Section 39 that shall
not have been invalidated and to the full extent permitted by applicable law.
REVISED JULY 17, 1997
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