EXHIBIT 3.02
BY-LAWS
OF
TRAVELERS GROUP INC.
EFFECTIVE JANUARY 24, 1996
BY-LAWS
OF
TRAVELERS GROUP INC.
ARTICLE I
LOCATION
SECTION 1. The location of the registered office of the Company in
Delaware shall be in the City of Wilmington, County of New Castle, State of
Delaware.
SECTION 2. The Company shall, in addition to the registered office
in the State of Delaware, establish and maintain an office within or without the
State of Delaware or offices in such other places as the Board of Directors may
from time to time find necessary or desirable.
ARTICLE II
CORPORATE SEAL
SECTION 1. The corporate seal of the Company shall have inscribed
thereon the name of the Company and the year of its creation (1988) and the
words "Incorporated Delaware."
ARTICLE III
MEETINGS OF STOCKHOLDERS
SECTION 1. The annual meeting of the stockholders, or any special
meeting thereof, shall be held either in the City of Baltimore, State of
Maryland, or at such other place as may be designated by the Board of Directors
or by the Executive Committee, or by the officer or group of Directors calling
any special meeting.
SECTION 2. Stockholders entitled to vote may vote at all meetings
either in person or by proxy in writing. All proxies shall be filed with the
Secretary of the meeting before being voted upon.
SECTION 3. A majority in amount of the stock issued, outstanding and
entitled to vote represented by the holders in person or by proxy shall be
requisite at all meetings to constitute a quorum for the election of Directors
or for the transaction of other business except as otherwise provided by law, by
the Certificate of Incorporation or by these By-laws. If at any annual or
special meeting of the stockholders, a quorum shall fail to attend, a majority
in interest attending in person or by proxy may adjourn the meeting from time to
time, not exceeding sixty days in all, without notice other than by announcement
at the meeting (except as otherwise provided herein) until a quorum shall attend
and thereupon any business may be transacted which might have been transacted at
the meeting originally called had the same been held at the time so called. If
the adjournment is for more than 30 days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.
SECTION 4. The annual meeting of the stockholders shall be held on
such date and at such time as the Board of Directors or the Executive Committee
may determine by resolution. Except as otherwise set forth in the Certificate of
Incorporation of the Company, each holder of voting stock shall be entitled to
one vote for each share of such stock standing registered in his or her name.
All annual meetings shall be general meetings.
SECTION 5. The business to be transacted at the annual meeting shall
include the election of Directors, consideration and action upon the reports of
officers and Directors, the acts, contracts, transactions and proceedings of the
officers, Directors, Executive Committee, and all other Committees of the Board
and any other matters within the power of the Company which may be brought
before the meeting.
SECTION 6. Notice of the annual meeting shall be mailed by the
Secretary to each stockholder entitled to vote, at his or her last known post
office address, at least ten days but not more than sixty days prior to the
meeting.
SECTION 7. Special meetings of the stockholders may be called by the
Chairman of the Board. A special meeting shall be called at the request, in
writing, of a majority of the Board of Directors or of the Executive Committee,
or by the vote of the Board of Directors or of the Executive Committee.
SECTION 8. Notice of each special meeting, indicating briefly the
object or objects thereof, shall be mailed by the Secretary to each stockholder
entitled to vote at his or her last known post office address, at least ten days
but not more than sixty days prior to the meeting.
SECTION 9. If the entire Board of Directors becomes vacant, any
stockholder may call a special meeting in the same manner that the Chairman of
the Board may call such
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meeting, and Directors for the unexpired term may be elected at said special
meeting in the manner provided for their election at annual meetings.
ARTICLE IV
DIRECTORS
SECTION 1. The affairs, property and business of the Company shall
be managed and controlled by a Board of Directors, with the exact number of
directors to be determined from time to time by resolution adopted by
affirmative vote of a majority of the entire Board of Directors. The directors
shall be divided into three classes, designated Class I, Class II and Class III,
as provided in the Certificate of Incorporation of the Company. The election and
term of directors shall be as provided in the Certificate of Incorporation, as
amended, from time to time.
SECTION 2. Vacancies in the Board of Directors shall be filled as
provided in the Certificate of Incorporation of the Company, as amended from
time to time.
ARTICLE V
POWERS OF THE DIRECTORS
SECTION 1. The Board of Directors shall have the management of the
business of the Company, and, in addition to the powers and authorities by these
By-laws expressly conferred upon them, may exercise all such powers and do all
such acts and things, as may be exercised or done by the Company, but subject,
nevertheless, to the provisions of the laws of the State of Delaware, of the
Certificate of Incorporation and of these By-laws.
SECTION 2. The Directors and members of the Executive Committee and
other committees appointed by the Board of Directors or by the Executive
Committee as such shall not receive any stated salary for their services except
where authorized by the Board of Directors, but, by resolution of the Board, a
fixed sum and reasonable expenses may be allowed for attendance at each regular
or special meeting, provided nothing herein contained shall be construed to
preclude a Director or member of a committee from serving in any other capacity
and receiving compensation therefor, but if he shall serve as an officer or
employee of the Company or of any subsidiary company, receiving a salary, he
shall be paid the actual expenses for attending meetings, but no other sums,
except by the express order of the Board of Directors.
SECTION 3. The Company shall indemnify, to the fullest extent
permissible under the General Corporation Law of the State of Delaware, or the
indemnification provisions of
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any successor statute, any person, and the heirs and personal representatives of
such person, against any and all judgments, fines, amounts paid in settlement
and costs and expenses, including attorneys' fees, actually and reasonably
incurred by or imposed upon such person in connection with, or resulting from
any claim, action, suit or proceeding (civil, criminal, administrative or
investigative) in which such person is a party or is threatened to be made a
party by reason of such person being or having been a director, officer or
employee of the Company, or of another corporation, joint venture, trust or
other organization in which such person serves as a director, officer, employee
or agent at the request of the Company, or by reason of such person being or
having been an administrator or a member of any board or committee of this
Company or of any such other organization, including, but not limited to, any
administrator, board or committee related to any employee benefit plan.
The Company may advance expenses incurred in defending a civil or
criminal action, suit or proceeding to any such director, officer, employee or
agent upon receipt of an undertaking by or on behalf of the director, officer,
employee or agent to repay such amount, if it shall ultimately be determined
that such person is not entitled to indemnification by the Company.
The foregoing right of indemnification and advancement of expenses
shall in no way be exclusive of any other rights of indemnification to which any
such person may be entitled, under any by-law, agreement, vote of shareholders
or disinterested directors or otherwise, and shall inure to the benefit of the
heirs and personal representatives of such person.
SECTION 4. Each Director and officer and each member of any
committee designated by the Board of Directors shall, in the performance of his
duties, be fully protected in relying in good faith upon the books of account or
other records of the Company or of any of its subsidiaries, or upon reports made
to the Company or any of its subsidiaries by any officer of the Company or of a
subsidiary or by an independent certified public accountant or by an appraiser
selected with reasonable care by the Board of Directors or by any such
committee.
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ARTICLE VI
MEETINGS OF THE DIRECTORS
SECTION 1. The Board of Directors shall meet as soon as convenient
after the annual meeting of stockholders in the City of Baltimore, State of
Maryland, or at such other place as may be designated by the Board of Directors
or the Executive Committee, for the purpose of organization and the transaction
of any other business which may properly come before the meeting.
SECTION 2. Regular meetings of the Directors may be held without
notice at such time and place as may be determined from time to time by
resolution of the Board.
SECTION 3. One-third of the total number of Directors shall
constitute a quorum except when the Board of Directors consists of one Director,
then one Director shall constitute a quorum for the transaction of business, but
the Directors present, though fewer than a quorum, may adjourn the meeting to
another day. The vote of the majority of the Directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors.
SECTION 4. Special meetings of the Board may be called by the Board,
the Executive Committee or the Chairman of the Board , on one day's notice, or
other reasonable notice, to each Director, either personally, by mail or by
wire, and may be held at such time as the Board of Directors, the Executive
Committee or the officer calling said meeting may determine. Special meetings
may be called in like manner on the request in writing of three Directors. If
the Board of Directors or the Executive Committee so determine, such special
meetings may be held at some place other than at the office of the Company in
the City of Baltimore.
SECTION 5. In the absence of both the Secretary and an Assistant
Secretary, the Board of Directors shall appoint a secretary to record all votes
and the minutes of its proceedings.
SECTION 6. Any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if a written consent to such action be signed by all of the
members of the Board of Directors or committee as the case may be, and such
written consent be filed with the minutes of the proceedings of the Board of
Directors or such committee.
ARTICLE VII
STANDING COMMITTEES
SECTION 1. The Board of Directors may designate from their number
standing committees and may invest them with all their own powers, except as
otherwise provided in the General Corporation Law of the State of Delaware,
subject to such conditions as they may prescribe, and all committees so
appointed shall keep regular minutes of their transactions and
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shall cause them to be recorded in books kept for that purpose in the office of
the Company, and shall report the same to the Board of Directors at their
regular meeting.
ARTICLE VIII
EXECUTIVE COMMITTEE
SECTION 1. The Board of Directors may designate an Executive
Committee of not more than ten nor fewer than two persons from among their own
number. One-third of the members of the Executive Committee shall constitute a
quorum except when the Executive Committee consists of two, then one member
shall constitute a quorum. Any vacancy on the Executive Committee shall be
filled by the Board of Directors.
SECTION 2. The Executive Committee shall exercise all powers of the
Board of Directors between the meetings of said Board except as otherwise
provided in the General Corporation Law of the State of Delaware. No action of
the Executive Committee shall become operative unless it has the affirmative
vote of at least a majority of the members of the Executive Committee present
and voting.
SECTION 3. Regular meetings of the Executive Committee shall be held
without notice at such time and place as may be determined from time to time by
resolution of the Executive Committee. Special meetings of the Executive
Committee may be called at any time upon one day's notice, or other reasonable
notice, either personally, by mail or by wire, by the Chairman of the Board, the
Chairman of the Executive Committee, or by any two members of the Executive
Committee.
SECTION 4. In the absence of both the Secretary and an Assistant
Secretary, the Executive Committee shall appoint a secretary who shall keep
regular minutes of the actions of the said Committee and report the same to the
Board of Directors, which thereupon shall take action thereon.
SECTION 5. The Board of Directors may designate from the members of
the Executive Committee a Chairman of the Executive Committee. If the Board of
Directors should not make such designation, the Executive Committee may
designate a Chairman of the Executive Committee.
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ARTICLE IX
OFFICERS OF THE COMPANY
SECTION 1. The officers of the Company shall consist of a Chairman
of the Board of Directors, a President, one or more Vice Presidents, a
Controller, a Secretary and a Treasurer. There also may be such other officers
and assistant officers as, from time to time, may be elected or appointed by the
Board of Directors or by the Executive Committee.
ARTICLE X
OFFICERS - HOW CHOSEN
SECTION 1. At the first meeting after the annual meeting of
stockholders, the Directors shall elect annually from among their own number a
Chairman of the Board and a President. They shall also elect the several Vice
Presidents, a Controller, a Secretary and a Treasurer, to hold office for one
year or until others are elected and qualify in their stead or until their
earlier resignation or removal.
SECTION 2. The Directors or the Executive Committee shall also elect
or appoint such other officers and assistant officers as from time to time they
may determine, and who shall hold office during the pleasure of the Board or of
the Executive Committee.
ARTICLE XI
CHAIRMAN OF THE BOARD
SECTION 1. The Chairman of the Board shall be the Chief Executive
Officer of the Company, and shall have general supervision and direction over
the business and policies of the Company, and over all the other officers of the
Company and shall see that their duties are properly performed. He shall have
all the powers conferred upon the President by these By-laws, except such as by
the laws of the State of Delaware can be exercised only by the President or a
Vice President.
SECTION 2. He shall be ex-officio a member of all standing
committees, shall have the general powers and duties of the direction,
supervision and management usually vested in the Chief Executive Officer of a
corporation, and shall preside at all meetings of the Board of Directors. He
shall see that all orders and resolutions of the Board of Directors and
Executive Committee are carried into effect.
SECTION 3. He shall submit reports of the current operations of the
Company to the Board of Directors and Executive Committee at their regular
meetings, and annual reports to the stockholders.
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ARTICLE XII
PRESIDENT
SECTION 1. The President shall be the Chief Operating Officer of the
Company, and, if the President shall not also be the Chairman of the Board,
shall be subordinate to the Chairman of the Board, shall have general
supervision and direction over the business and policies of the Company, and
over all the other officers of the Company, and shall see that their duties are
properly performed.
SECTION 2. The President shall preside at all meetings of the Board
of Directors in the absence of the Chairman of the Board.
SECTION 3. The President shall be ex-officio a member of all
standing committees, and, in the absence of the Chairman of the Board, shall
have the general powers and duties of the Chairman of the Board and of the
supervision, direction and management usually vested in the office of a
president or chief executive officer of a corporation.
ARTICLE XIII
VICE PRESIDENTS
SECTION 1. Each Vice President shall have such powers and perform
such duties as may be assigned to him by the Board of Directors or Executive
Committee, or, subject to Section 2 of Article XVII, by the Chairman of the
Board or the President. The Board of Directors may add to the title of any Vice
President such distinguishing designation as may be deemed desirable, which
designation may reflect seniority, duties, or responsibilities of such Vice
President. In the absence of the President, any Vice President designated by the
Chairman of the Board may perform the duties and exercise the powers of the
President.
ARTICLE XIV
CONTROLLER
SECTION 1. The Controller shall have charge of and supervise all
accounting matters, the preparation of all accounting reports and statistics of
the Company and its subsidiaries, and shall perform the duties usually incident
to the office of the Controller. He shall submit such reports and records to the
Board of Directors or the Executive Committee as may be requested by them, or by
the Chairman of the Board or by the President.
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ARTICLE XV
SECRETARY
SECTION 1. The Secretary shall attend all sessions of the Board of
Directors and of the Executive Committee, and act as clerk thereof and record
all votes and the minutes of all proceedings in a book to be kept for that
purpose, and shall perform like duties for the Standing Committees when
required.
SECTION 2. He shall see that proper notice is given of all meetings
of the stockholders of the Company, of the Board of Directors and of the
Executive Committee. In his absence, or in case of his failure or inability to
act, an Assistant Secretary or a secretary pro-tempore shall perform his duties
and such other duties as may be prescribed by the Board of Directors.
SECTION 3. He shall keep account of certificates of stock or other
receipts and securities representing an interest in or to the capital of the
Company, transferred and registered in such form and manner and under such
regulations as the Board of Directors may prescribe.
SECTION 4. He shall keep in safe custody the contracts, books and
such corporate records as are not otherwise provided for, and the seal of the
Company. He shall affix the seal to any instrument requiring the same and the
seal, when so affixed, shall be attested by the signature of the Secretary, an
Assistant Secretary, Treasurer or an Assistant Treasurer.
ARTICLE XVI
TREASURER
SECTION 1. The Treasurer shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Company and shall deposit
all money in the name of, for the account of or to the credit of the Company in
such depositories as may be designated by the Board of Directors or by the
Executive Committee, and shall keep all securities and other valuable effects in
a safe place designated by the Board of Directors or the Executive Committee.
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SECTION 2. He shall perform such other duties as the Board of
Directors or the Executive Committee may from time to time prescribe or require.
ARTICLE XVII
DUTIES OF OFFICERS
SECTION 1. In addition to the duties specifically enumerated in the
By-laws, all officers and assistant officers of the Company shall perform such
other duties as may be assigned to them from time to time by the Board of
Directors, the Executive Committee, or by their superior officers.
SECTION 2. The Board of Directors or Executive Committee may change
the powers or duties of any officer or assistant officer, or delegate the same
to any other officer, assistant officer or person.
SECTION 3. Every officer and assistant officer of the Company shall
from time to time report to the Board of Directors, the Executive Committee or
to his superior officers all matters within his knowledge which the interests of
the Company may require to be brought to their notice.
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ARTICLE XVIII
CERTIFICATES OF STOCK, SECURITIES, NOTES, ETC.
SECTION 1. Certificates of stock, or other receipts and securities
representing an interest in or to the capital of the Company, shall bear the
signature of the Chairman of the Board, the President or any Vice President and
bear the countersignature of the Secretary or any Assistant Secretary or the
Treasurer or any Assistant Treasurer.
SECTION 2. Nothing in this Article XVIII shall be construed to limit
the right of the Company, by resolution of its Board of Directors or Executive
Committee, to authorize, under such conditions as such Board or Committee may
determine, the facsimile signature by any properly authorized officer of any
instrument or document that said Board of Directors or Executive Committee may
determine.
SECTION 3. In case any officer, transfer agent or registrar who
shall have signed or whose facsimile signature shall have been used on any
certificates of stock, notes or securities shall cease to be such officer,
transfer agent or registrar of this Company, whether because of death,
resignation or otherwise, before the same shall have been issued by this
Company, such certificates of stock, notes and securities may nevertheless be
adopted by this Company and be issued and delivered as though the person or
persons who signed the same or whose facsimile signature or signatures shall
have been used thereon had not ceased to be such officer, transfer agent or
registrar of this Company, and such adoption of said certificates of stock,
notes and securities shall be evidenced by a resolution of the Board of
Directors or Executive Committee to that effect.
SECTION 4. All transfers of the stock of the Company shall be made
upon the books of the Company by the owners of the shares in person or by their
legal representatives.
SECTION 5. Certificates of stock shall be surrendered and canceled
at the time of transfer.
SECTION 6. The Company shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof, and
accordingly shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, save as expressly provided by the
laws of the State of Delaware.
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SECTION 7. In the case of a loss or the destruction of a certificate
of stock, another may be issued in its place upon satisfactory proof of such
loss or destruction and the giving of a bond of indemnity, unless waived,
approved by the Board of Directors or by the Executive Committee.
ARTICLE XIX
CHECKS, LOANS, COMMERCIAL PAPER, CONTRACTS, ETC.
SECTION 1. Any two of the following officers who are authorized by
the Board of Directors or Executive Committee, to wit, the Chairman of the
Board, the President, the Vice Presidents, the Secretary or the Treasurer, not
being the same person, or any of them together with an Assistant Vice President,
an Assistant Secretary or an Assistant Treasurer, shall have the authority to
sign and execute on behalf of the Company as maker, drawer, acceptor, guarantor,
endorser, assignor or otherwise, all notes, collateral trust notes, debentures,
drafts, bills of exchange, acceptances, securities and commercial paper of all
kinds.
SECTION 2. The Chairman of the Board, the President, any Vice
President, the Secretary, the Treasurer or any other person, when such officer
or other person is authorized by the Board of Directors or Executive Committee,
shall have authority, on behalf of and for the account of the Company, (a) to
borrow money against duly executed obligations of the Company; (b) to sell,
discount or otherwise dispose of notes, collateral trust notes, debentures,
drafts, bills of exchange, acceptances, securities, obligations of the Company
and commercial paper of all kinds; (c) to sign orders for the transfer of money
to affiliated or subsidiary companies, and (d) to execute contracts.
SECTION 3. The Board of Directors or the Executive Committee may
either in the absence of any of said officers or persons, or for any other
reason, appoint some other officer or some other person to exercise the powers
and discharge the duties of such officer or person under this Article, and the
officer or person so appointed shall have all the power and authority hereby
conferred upon the officer for whom he may be appointed so to act.
SECTION 4. Commercial paper, in the form of short term promissory
notes, of the Company issued by arrangement with a bank duly authorized by the
Board of Directors or Executive Committee of this Company shall be issued under
the manual signature of one of the officers of the Company and manually
co-signed on behalf of the Company by an employee of the bank approved by the
Company; provided however, that the Board of Directors or Executive Committee
may, by resolution, provide, with such protective measures as they may
prescribe, that, in lieu of the manual signature of an officer of this Company
on any such commercial paper of the Company issued by an authorized bank as
aforesaid, the facsimile signature of an officer of this Company may be used
thereon, and said facsimile signature, when placed thereon, shall have
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the same effect as though said commercial paper had been manually signed by
an officer of this Company.
ARTICLE XX
FISCAL YEAR
SECTION 1. The fiscal year of the Company shall begin the first day
of January and terminate on the thirty-first day of December in each year.
ARTICLE XXI
NOTICE
SECTION 1. Whenever under the provisions of the laws of the State of
Delaware or these By-laws notice is required to be given to any Director, member
of the Executive Committee, officer or stockholder, it shall not be construed to
mean personal notice, but such notice may be given by wire or in writing by
depositing the same in the post office or letter box in a post paid, sealed
wrapper, addressed to such Director, member of the Executive Committee, officer
or stockholder at his or her address as the same appears in the books of the
Company; and the time when the same shall be mailed shall be deemed to be the
time of the giving of such notice.
ARTICLE XXII
WAIVER OF NOTICE
SECTION 1. Any stockholder, Director or member of the Executive
Committee may waive in writing any notice required to be given under these
By-laws.
ARTICLE XXIII
AMENDMENT OF BY-LAWS
SECTION 1. The Board of Directors, at any meeting, may alter or
amend these By-laws, and any alteration or amendments so made may be repealed by
the Board of Directors or by the stockholders at any meeting duly called.
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