1
EXHIBIT 3.2
COMMUNITY BANK SYSTEM, INC.
BYLAWS
Adopted: April 15, 1983
As Amended Through:
September 18, 1985
December 20, 1995
October 16, 1996
November 20, 1996
2
COMMUNITY BANK SYSTEM, INC.
BYLAWS
Table of Contents
Article 1 Definitions Page
1.1 Assistant Secretary............................................... 1
1.2 Assistant Treasurer............................................... 1
1.3 Board............................................................. 1
1.4 Bylaws............................................................ 1
1.5 Certificate of Incorporation...................................... 1
1.6 Chairman of the Board............................................. 1
1.7 Corporation....................................................... 1
1.8 Directors......................................................... 1
1.9 General Corporation Law........................................... 1
1.10 Office of the Corporation......................................... 2
1.11 President......................................................... 2
1.12 Secretary......................................................... 2
1.13 Stockholders...................................................... 2
1.14 Total Number of Directors......................................... 2
1.15 Treasurer......................................................... 2
1.16 Vice Chairman..................................................... 2
1.17 Vice President.................................................... 2
1.18 Whole Board....................................................... 2
i
3
Article 2 Stockholders
2.1 Place of Meeting.................................................. 3
2.2 Annual Meeting.................................................... 3
2.3 Business at Annual Meeting........................................ 3
2.4 Deferred Meeting for Election of Directors, Etc................... 4
2.5 Other Special Meeting............................................. 4
2.6 Fixing Record Date................................................ 5
2.6.1 Stockholders Entitled to Notice............................ 5
2.5.2 Other Purposes............................................. 5
2.7 Notice of Meetings of Stockholders................................ 6
2.8 Waivers of Notice................................................. 6
2.9 List of Stockholders.............................................. 7
2.10 Quorum of Stockholders; Adjournment............................... 7
2.11 Voting; Proxies................................................... 7
2.12 Selection and Duties of Inspectors at Meetings of Stockholders.... 8
2.13 Organization...................................................... 9
2.14 Order of Business................................................. 10
2.15 Postponement of Meeting........................................... 10
Article 3 Directors
3.1 General Powers.................................................... 11
3.2 Number; Qualification; Term of Office............................. 11
3.3 Nomination of Directors........................................... 11
ii
4
3.4 Election.......................................................... 12
3.5 Newly Created Directorships and Vacancies......................... 13
3.6 Resignations...................................................... 13
3.7 Removal of Directors.............................................. 13
3.8 Compensation...................................................... 13
3.9 Place and Time of Meetings of the Board........................... 14
3.10 Organizational Meetings........................................... 14
3.11 Regular Meetings.................................................. 14
3.12 Special Meetings.................................................. 14
3.13 Adjourned Meetings................................................ 15
3.14 Waiver of Notice.................................................. 15
3.15 Organization...................................................... 16
3.16 Quorum of Directors............................................... 16
3.17 Action of the Board............................................... 16
3.18 Term of Office.................................................... 17
Article 4 Committees of the Board....................................... 10
Article 5 Officers
5.1 Officers.......................................................... 19
5.2 Removal of Officers............................................... 19
5.3 Resignations...................................................... 19
5.4 Vacancies......................................................... 20
iii
5
5.5 Compensation...................................................... 20
5.6 Chairman of the Board............................................. 20
5.7 Vice Chairman..................................................... 20
5.8 President......................................................... 20
5.9 Vice Presidents................................................... 21
5.10 Secretary......................................................... 22
5.11 Treasurer......................................................... 22
5.12 Assistant Secretaries and Assistant Treasurers.................... 23
Article 6 Contracts, Checks, Drafts, Bank Accounts, Etc
6.1 Execution of Contracts............................................ 24
6.2 Loans............................................................. 24
6.3 Checks, Drafts, Etc............................................... 24
6.4 Deposits.......................................................... 24
Article 7 Stock and Dividends
7.1 Certificates Representing Shares.................................. 25
7.2 Transfer of Shares................................................ 25
7.3 Transfer and Registry Agents...................................... 26
7.4 Lost, Destroyed, Stolen and Mutilated Certificates................ 26
7.5 Regulations....................................................... 27
7.6 Restriction on Transfer of Stock.................................. 27
7.7 Dividends, Surplus, Etc........................................... 27
iv
6
7.7.1 Dividends.................................................. 27
7.7.2 Surplus.................................................... 28
7.7.3 Reserves................................................... 28
Article 8 Indemnification
8.1 Indemnification of Officers and Directors......................... 29
8.2 Indemnification of Other Persons.................................. 29
8.3 Insurance......................................................... 30
Article 9 Books and Records
9.1 Books and Records................................................. 31
9.2 Form of Records................................................... 31
9.3 Inspection of Books and Records................................... 31
Article 10 Seal......................................................... 32
Article 11 Fiscal Year.................................................. 33
Article 12 Voting of Shares Held........................................ 34
Article 13 Amendments................................................... 35
Article 14 Construction................................................. 35
v
7
BYLAWS
OF
COMMUNITY BANK SYSTEM, INC.
ARTICLE 1
Definitions
As used in these Bylaws, unless the context otherwise requires, the
term:
1.1 "Assistant Secretary" means an Assistant Secretary of the
Corporation.
1.2 "Assistant Treasurer" means an Assistant Treasurer of the
Corporation.
1.3 "Board" means the Board of Directors of the Corporation.
1.4 "Bylaws" means the initial bylaws of the Corporation, as amended
from time to time.
1.5 "Certificate of Incorporation" means the initial certificate of
incorporation of the Corporation, as amended, supplemented or restated from time
to time.
1.6 "Chairman of the Board" means the Chairman of the Board of
Directors.
1.7 "Corporation" means Community Bank System, Inc.
1.8 "Directors" means the directors of the Corporation.
1.9 "General Corporation Law" means the General Corporation Law of the
State of Delaware, as amended from time to time.
1.10 "Office of the Corporation" means the executive office of the
Corporation, anything in Section 131 of the General Corporation Law to the
contrary notwithstanding.
1.11 "President" means the President of the Corporation.
1.12 "Secretary" means the Secretary of the Corporation.
1.13 "Stockholders" means the stockholders of the Corporation.
1.14 "Total number of Directors" means the total number of Directors
determined in accordance with Section 141(b) of the General Corporation Law and
Section 3.2 of the Bylaws.
8
1.15 "Treasurer" means the Treasurer of the Corporation.
1.16 "Vice Chairman" means the Vice Chairman of the Corporation.
1.17 "Vice President" means a Vice President of the Corporation.
1.18 "Whole Board" means the total number of Directors of the
Corporation.
ARTICLE 2
Stockholders
2.1 Place of Meeting. Every meeting of Stockholders shall be held at
the Office of the Corporation or at such other place within or without the State
of Delaware as shall be specified or fixed in the notice of such meeting or in
the waiver or notice thereof.
2.2 Annual Meeting. A meeting of Stockholders shall be held annually
for the election of Directors and the transaction of other business at such hour
and on such business day in March, April, or May as may be determined by the
Board and designated in the notice of meeting.
2.3 Business at Annual Meeting. At an annual meeting of stockholders,
only such business or proposals ("Business") shall be conducted as shall have
been properly brought before an annual meeting. To be properly brought before an
annual meeting, the Business must be: (a) specified in the notice of annual
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors; (b) otherwise properly brought before an annual meeting by or at the
direction of the Board of Directors; or (c) otherwise properly brought before an
annual meeting in accordance with this Section of the Bylaws.
2
9
For Business to be properly brought before an annual meeting by a
stockholder of the Corporation, the stockholder must give timely written notice
of the Business to be brought before an annual meeting to the Secretary of the
Corporation. To be timely, a stockholder's written notice must be delivered or
mailed to and actually received at the Company's principal headquarters at least
45 days prior to the date of the annual meeting, provided, however, that if less
than 60 days notice of the annual meeting is given, then the stockholder's
written notice of the Business to be brought before the annual meeting must be
so received not later than the close of business on the 15th day following the
date on which such notice of the date of annual meeting was mailed. A
stockholder's written notice to the Secretary of the Corporation of the Business
to be brought before the annual meeting shall set forth as to each matter: (a) a
brief description of the Business desired to be brought before the annual
meeting; (b) name and address of the stockholder proposing the Business to be
brought before the annual meeting; (c) the class and number of shares of the
Corporation held by the stockholder proposing to bring business before an annual
meeting; (d) any material interest of the stockholder making the written
submission in the business to be brought before the annual Meeting; and (3) the
same information required by clauses (b), (c), and (d) above with respect to any
other stockholder that, to the knowledge of the stockholder proposing such
Business, supports such proposal.
Notwithstanding anything in the Corporation's Bylaws to the contrary,
no Business shall be conducted at an annual meeting except in accordance with
the provisions and procedures set forth in this Section of the Corporation's
Bylaws.
The presiding officer of an annual meeting shall, if the facts
warrant, determine and
3
10
declare to the annual meeting that the Business was not properly brought before
the meeting, and, in accordance with the provisions of this Section of the
Corporation's Bylaws, the presiding officer of the meeting shall so declare to
the annual meeting, and any such Business not properly brought before the
meeting shall not be transacted.
2.4 Deferred Meeting for Election of Directors, Etc. If the annual
meeting of Stockholders for the election of Directors and the transaction of
other business is not held within the months specified in Section 2.2, the Board
shall call a meeting of Stockholders for the election of Directors and the
transaction of other business as soon thereafter as convenient.
2.5 Other Special Meetings. A special meeting of Stockholders unless
otherwise prescribed by statute, may be called at any time by the Board or by
the Chairman of the Board or by the Executive Committee of the Board. At any
special meeting of Stockholders, only such business may be transacted as is
related to the purpose or purposes of such meeting set forth in the notice
thereof given pursuant to Section 2.6 of the Bylaws or in any waiver of notice
thereof given pursuant to Section 2.7 of the Bylaws.
2.6 Fixing Record Date. For the purpose of determining 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 for the purpose of determining Stockholders 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 date as the record date for any such determination of
Stockholders. Such date shall not be more than sixty
4
11
nor less than ten days before the date of such meeting, nor more than sixty days
prior to any other action. If no such record date is fixed:
2.6.1 The record date for determining Stockholders entitled to
notice of or to vote at a meeting of Stockholders shall be at 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;
2.6.2 The record date for determining Stockholders for any
purpose other than those specified in Section 2.6.1 shall be at the
close of business on the day on which the Board adopts the resolution
relating thereto. When a determination of Stockholders entitled to
notice of or to vote at any meeting of Stockholders has been made as
provided in this Section 2.6, such determination shall apply to any
adjournment thereof, unless the Board fixes a new record date for the
adjourned meeting.
2.7 Notice of Meetings of Stockholders. Except as otherwise provided in
Sections 2.6 and 2.8 of the Bylaws, whenever under the General Corporation Law
or the Certificate of Incorporation or the Bylaws, Stockholders are required or
permitted to take any action at a meeting, written notice shall be given stating
the place, date and hour of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called. A copy of the notice of
any meeting shall be given, personally or by mail, not less than ten nor more
than sixty days before the date of the meeting, to each Stockholder entitled to
notice of or to vote at such meeting. If mailed, such notice shall be deemed to
be given when deposited in the United States mail, with postage prepaid,
directed to the Stockholder at his address as it appears on the records of the
Corporation. An affidavit of the Secretary or and Assistant Secretary or of the
transfer
5
12
agent of the Corporation that the notice required by this section has been given
shall, in the absence of fraud, be prima facie evidence of the facts stated
therein.
When a meeting is adjourned to another time or place, notice need not
be given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken, and at the adjourned meeting any
business may be transacted that might have been transacted at the meeting as
originally called. If, however, the adjournment is for more than thirty 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.
2.8 Waivers of Notice. Whenever notice is required to be given to any
Stockholder under any provisions of the General Corporation Law or the
Certificate of Incorporation or the Bylaws, a written waiver thereof, signed by
the Stockholder entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to notice. Attendance of a Stockholder at a
meeting shall constitute a waiver of notice of such meeting, except when the
Stockholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the Stockholders need be
specified in any written waiver of notice.
2.9 List of Stockholders. The Secretary shall prepare and make, or
cause to be prepared and made, at least ten days before every meeting of
Stockholders, a complete list of the Stockholders 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
6
13
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 ten 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.
2.10 Quorum of Stockholders; Adjournment. The holders of one-third or
more of the shares of stock entitled to vote at any meeting of Stockholders,
present in person or represented by proxy, shall constitute a quorum for the
transaction of any business at such meeting. When a quorum is once present to
organize a meeting of the Stockholders, it is not broken by the subsequent
withdrawal of any Stockholders. The holders of a majority of the shares of stock
present in person or represented by proxy at any meeting of Stockholders,
including an adjourned meeting, whether or not a quorum is present, may adjourn
such meeting to another time and place.
2.11 Voting; Proxies. Unless otherwise provided in the Certificate of
Incorporation, every Stockholder of record shall be entitled at every meeting of
Stockholders to one vote for each share of capital stock standing in his name on
the record of Stockholders determined in accordance with Section 2.5 of the
Bylaws. If the Certificate of Incorporation provides for more or less than one
vote for any share, on any matter, every reference in the Bylaws or the General
7
14
Corporation Law to a majority or other proportion of stock shall refer to such
majority or other proportion of the votes of such stock.
The provisions of Sections 212 and 217 of the General Corporation Law
shall apply in determining whether any shares of capital stock may be voted and
the person, if any, entitled to vote such shares; but the Corporation shall be
protected in treating the persons in whose names shares of capital stock stand
on the record of Stockholders as owners thereof for all purposes. At any meeting
of Stockholders (at which a quorum was present to organize the meeting), all
matters, except as otherwise provided by law or by Certificate of Incorporation
or by the Bylaws, shall be decided by a majority of the votes cast at such
meeting by the holders of shares present in person or represented by proxy and
entitled to vote thereon, whether or not a quorum is present when the vote is
taken. All elections of Directors shall be written ballot unless otherwise
provided in the Certificate of Incorporation. In voting on any other question on
which a vote by ballot is required by law or is demanded by any Stockholder
entitled to vote, the voting shall be by ballot. Each ballot shall be signed by
the Stockholders voting or by his proxy, and shall state the number of shares
voted. On all other questions, the voting may be viva voce. Every Stockholder
entitled to vote at a meeting of Stockholders may authorize another person or
persons to act for him by proxy. The validity and enforceability of any proxy
shall be determined in accordance with Section 212 of the General Corporation
Law.
2.12 Selection and Duties of Inspectors at Meetings of Stockholders.
The Board, in advance of any meeting of Stockholders, may appoint one or more
inspectors to act at the meeting or any adjournment thereof. If inspectors are
not so appointed, the person presiding at
8
15
such meeting may, and on the request of any Stockholder entitled to vote thereat
shall, appoint one or more inspectors.
In case any person appointed fails to appear or act, the vacancy may be filled
by appointment made by the Board in advance of the meeting or at the meeting by
the person presiding 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 such meeting with strict impartiality and according to the best of
his ability. The inspector of inspectors shall determine the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, 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 or any Stockholder entitled to vote thereat,
the inspector or inspectors shall make a report in writing of any challenge,
question or matter determined by him or them and execute a certificate of any
fact found by him or them. Any report or certificate made by the inspector or
inspectors shall be prima facie evidence of the facts stated and of the vote as
certified by him or them.
2.13 Organization. At every meeting of Stockholders, the Chairman, or
in the absence of the Chairman, the Vice Chairman, or in the absence of the Vice
Chairman, the President, or in the absence of the President, a Vice President,
and in case more than one Vice President shall be
9
16
present, that Vice President designated by the Board (or in the absence of any
such designation, the most senior Vice President, based on age, present), shall
act as chairman of the meeting. The Secretary, or in his absence one of the
Assistant Secretaries, shall act as secretary of the meeting.
In case none of the officers above designated to act as chairman or
secretary of the meeting, respectively, shall be present, a chairman or a
secretary of the meeting, as the case may be, shall be chosen by a majority of
the votes cast at such meeting by the holders of shares of capital stock present
in person or represented by proxy and entitled to vote at the meeting.
2.14 Order of Business. The order of business at all meetings of
Stockholders shall be as determined by the chairman of the meeting, but the
order of business to be followed at any meeting at which a quorum is present may
be changed by a majority of the votes cast at such meeting by the holders of
shares of capital stock present in person or represented by proxy and entitled
to vote at the meeting.
2.15 Postponement of Meeting. Any annual meeting of stockholders or any
special meeting of stockholders called by the Chairman of the Board, the Board
of Directors, or the Executive Committee of the Board, may be postponed at any
time or from time to time after written notice of the meeting has been delivered
to stockholders by action of the Board of Directors or a duly authorized
committee thereof. Any such postponement or postponements shall be disclosed in
any public filing with the Securities and Exchange Commission or by means of a
press release to Dow Jones & Company or any similar service promptly following
such postponement, and promptly thereafter written notice of such postponement
stating the place,
10
17
day, and hour to which the meeting was postponed shall be delivered to each
stockholder of record entitled to vote at such meeting.
11
18
ARTICLE 3
Directors
3.1 General Powers. Except as otherwise provided in the Certificate of
Incorporation, the business and affairs of the Corporation shall be managed by
or under the direction of the Board. The Board may adopt such rules and
regulations, not inconsistent with the Certificate of Incorporation or the
Bylaws or applicable laws, as it may deem proper for the conduct of its meetings
and the management of the Corporation. In addition to the powers expressly
conferred by the Bylaws, the Board may exercise all powers and perform all acts
which are not required, by the Bylaws or the Certificate of Incorporation or by
law, to be exercised and performed by the Stockholders.
3.2 Number; Qualification; Term of Office. The Board shall consist of
one or more members. The total number and classes of Directors shall be fixed
initially by the incorporator and may thereafter be changed from time to time by
action of the Stockholders or by action of the Board. Each Director shall hold
office until his successor is elected and qualified or until his earlier death,
retirement, resignation or removal.
3.3 Nomination of Directors. Only persons who are nominated in
accordance with the procedures set forth in this Section 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 by or at
the direction of the Board of Directors, or by any stockholder of the
Corporation entitled to vote for the election of directors at the meeting who
complies with the notice procedures set forth in this Section. Such nominations,
other than those made by or at the direction of the Board of Directors, shall be
made pursuant to timely notice in writing to the
12
19
Secretary of the Corporation. To be timely, a stockholder's notice shall be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than 60 days or more than 90 days prior to the meeting;
provided, however, that in the event that less than 60 days' notice of the date
of the meeting is given stockholders, notice by the stockholder to be timely
must be so received by the Corporation not later than the close of business on
the 10th day following the day on which such notice of the date of the meeting
was mailed. Such stockholder's notice shall set forth (a) 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 such person, (ii)
the principal occupation or employment of such person, (iii) the class and
number of shares of the Corporation which are beneficially owned by such person,
and (iv) any other information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to regulation 14A under the Securities and
Exchange Act of 1934, as amended (including without limitation such person's
written consent to being named in the proxy statement as a nominee and to
serving as a director if elected); and (b) as to the stockholder giving notice,
(i) the name and address, as they appear on the Corporation's books, of such
stockholder and (ii) the class and number of shares of the Corporation which are
beneficially owned by such stockholder. At the request of the Board of
Directors, any person nominated by the Board of Directors for election as a
director shall furnish to the Secretary of the Corporation that information
required to be set forth in a Stockholder's notice of nomination which pertains
to the nominee. No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section. 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
13
20
procedures prescribed by the Bylaws, and if he should so determine, he shall so
declare to the meeting and the defective nomination shall be disregarded.
3.4 Election. Directors shall, except as otherwise required by law or
by the Certificate of Incorporation, be elected by a plurality of the votes cast
at a meeting of Stockholders by the holders of shares entitled to vote in the
election.
3.5 Newly Created Directorships and Vacancies. Unless otherwise
provided in the Certificate of Incorporation, newly created directorships
resulting form an increase in the number of Directors and vacancies occurring in
the Board for any other reason, including the removal of Directors without
cause, may be filled by vote of a majority of the Directors then in office,
although less than a quorum, or by a sole remaining Director, or may be elected
by a plurality of the votes cast by the holders of shares of capital stock
entitled to vote in the election at a special meeting of Stockholders called for
that purpose. A Director elected to fill a vacancy shall be elected to hold
office until his successor is elected and qualified, or until his earlier death,
resignation or removal.
3.6 Resignations. Any Director may resign at any time by written notice
to the Corporation. Such resignation shall take effect at the time therein
specified, and, unless otherwise specified, the acceptance of such resignation
shall not be necessary to make it effective.
3.7 Removal of Directors. Subject to the provisions of Section 141(K)
of the General Corporation Law, any or all of the Directors may be removed with
or without cause, by the holders of a majority of the shares then entitled to
vote at an election of Directors.
14
21
3.8 Compensation. Each Director, in consideration of his service as
such, shall be entitled to receive from the Corporation such amount per annum or
such fees for attendance at Director's meetings, or both, as the Board may from
time to time determine, together with reimbursement for the reasonable expenses
incurred by him in connection with the performance of his duties. Each Director
who shall serve as a member of any committee of Directors in consideration of
his serving as such shall be entitled to such additional amount per annum or
such fees for attendance at committee meetings, or both, as the Board may from
time to time determine, together with reimbursement for the reasonable expenses
incurred by him in the performance of his duties. Nothing contained in this
section shall preclude any Director from serving the Corporation or its
subsidiaries in any other capacity and receiving proper compensation therefor.
3.9 Place and Time of Meetings of the Board. Meetings of the Board,
regular or special, may be held at any place within or without the State of
Delaware. The times and places for holding meetings of the Board may be fixed
from time to time by resolution of the Board or (unless contrary to resolution
of the Board) in the notice of the meeting.
3.10 Organizational Meetings. On the day when and at the place where
the annual meeting of Stockholders for the election of Directors is held, and as
soon as practicable thereafter, the Board may hold its organizational meeting,
without notice of such meeting, for the purposes of organization, the election
of officers and the transaction of other business. The organizational meeting of
the Board may be held at any other time and place specified in a notice given as
provided in Section 3.11 of the Bylaws for special meetings of the Board or in a
waiver
15
22
of notice thereof.
3.11 Regular Meeting. Regular meetings of the Board may be held at such
times and places as may be fixed from time to time by the Board. Unless
otherwise required by the Board, regular meetings of the Board may be held
without notice.
If any day fixed for a regular meeting of the Board shall be a Saturday
or Sunday or legal holiday at the place where such meeting is to be held, then
such meeting shall be held at the same hour at the same place on the first
business day thereafter which is not a Saturday, Sunday or legal holiday.
3.12 Special Meeting. Special meetings of the Board shall be held
whenever called by the Chairman of the Board or the President or the Secretary
or by any three or more Directors. Notice of each special meeting of the Board
shall, if mailed, be addressed to each Director at the address designated by him
for that purpose or, if none is designated, at his last known address at least
two days before the date on which the meeting is to be held; or such notice
shall be sent to each Director at such address by telegraph, cable or wireless,
or be delivered to him personally, not later than the day before the date on
which such meeting is to held. Every such notice shall state the time and place
of the meeting but need not state the purpose of the meeting, except to the
extent required by law. If mailed, each notice shall be deemed given when
deposited, with postage thereon prepaid, in a post office or official depository
under the exclusive care and custody of the United States Postal Service. Such
mailing shall be by first class mail.
3.13 Adjourned Meetings. A majority of the Directors present at any
meeting of the Board, including an adjourned meeting, whether or not a quorum is
present, may adjourn such
16
23
meeting to another time and place. Notice of any adjourned meeting of the Board
need not be given to any Director whether or not present at the time of the
adjournment. Any business may be transacted at any adjourned meeting that might
have been transacted at the meeting as originally called.
3.14 Waiver of Notice. Whenever notice is required to be given to a
Director or member of a committee of Directors under an provision of the General
Corporation Law or of the Certificate of Incorporation or Bylaws, a written
waiver thereof, signed by the person entitled to notice, whether before or after
the time stated therein, shall be deemed equivalent to notice. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
when the person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the Directors, or members
of a committee of Directors, need be specified in any written waiver of notice.
3.15 Organization. At each meeting of the Board, the Chairman of the
Board, or in the absence of the Chairman of the Board, the Vice Chairman, or in
the absence of the Chairman of the Board and Vice Chairman, the President of the
Corporation, or in the absence of all of the foregoing, a chairman chosen by a
majority of the Directors present, shall preside. The Secretary shall act as
secretary at each meeting of the Board. In case the Secretary shall be absent
from any meeting of the Board, an Assistant Secretary shall perform the duties
of the secretary at such meeting; and in the absence from any such meeting of
the Secretary and all Assistant Secretaries, the person presiding at the meeting
may appoint any person to act as secretary of the meeting.
17
24
3.16 Quorum of Directors. One-third of the total number of Directors
shall constitute a quorum for the transaction of business or of any specified
item of business at any meeting of the Board.
3.17 Action of the Board. All corporate action taken by the Board or
any committee thereof shall be taken at a meeting of the Board, or of such
committee, as the case may be, except that 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 all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee. Members of the Board, or any
committee designated by the Board, may participate in a meeting of the Board, or
of such committee, as the case may be, by means of conference telephone or
similar communications equipment by means of which all person participating in
the meeting can hear each other, and participation in a meeting pursuant to this
Section 3.16 shall constitute presence in person at such meeting. Except as
otherwise provided by the Certificate of Incorporation or by law, the vote of a
majority of the Directors present (including those who participate by means of
conference telephone or similar communications equipment) at the time of the
vote, if a quorum is present at such time, shall be the act of the Board.
3.18 Term of Office. The term of a Director shall terminate at December
31 of the year in which a Director attains age 70.
18
25
ARTICLE 4
Committees of the Board
The Board may, by resolution passed by a majority of the whole Board,
designate one or more committees, each committee to consist of one or more of
the Directors of the Corporation. The Board may designate one or more Directors
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee, In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board to
act at the meeting in the place of any such absent or disqualified member. Any
such committee, to the extent provided in the resolution of the Board, shall
have and may exercise all the powers and authority of the Board in the
management of the business and affairs of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers which may require it; but no
such committee shall have the power or authority in reference to amending the
Certificate of Incorporation, adopting an agreement or 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; and, unless the resolution
designating it expressly so provides, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock.
19
26
ARTICLE 5
Officers
5.1 Officers. The Board shall elect a Chairman of the Board, a
President, a Secretary and a Treasurer, and may elect or appoint a Vice
Chairman, one or more Vice Presidents and such other officers as it may
determine. The Board may designate one or more Vice Presidents as Executive Vice
Presidents, and may use descriptive words or phrases to designate the standing,
seniority or area of special competence of the Vice Presidents elected or
appointed by it. Each officer shall hold his office until his successor is
elected and qualified or until his earlier death, resignation or removal in the
manner provided in Section 5.2 of the Bylaws. Any two or more offices may be
held by the same person. The Board may require any officer to give a bond or
other security for the faithful performance of his duties, in such amount and
with such sureties as the Board may determine. 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 the Bylaws or as the
Board may from time to time determine.
5.2 Removal of Officers. Any officer elected or appointed by the Board
may be removed by the Board with or without cause. The removal of an officer
without cause shall be without prejudice to his contract rights, if any. The
election or appointment of an officer shall not of itself create contract
rights.
5.3 Resignations. Any officer may resign at any time by so notifying
the Board, the
20
27
Chairman of the Board, the President or the Secretary in writing. Such
resignation shall take effect at the date of receipt of such notice or at such
later time as is therein specified, and, unless otherwise specified, the
acceptance of such resignation shall not be necessary to make it effective. The
resignation of an officer shall be without prejudice to the contract rights of
the Corporation, if any.
5.4 Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled for the unexpired
portion of the term in the manner prescribed in the Bylaws for the regular
election or appointment to such office.
5.5 Compensation. Salaries or other compensation of the officers may be
fixed from time to time by the Board. No officer shall be prevented from
receiving a salary or other compensation by reason of the fact that he is also a
Director.
5.6 Chairman of the Board. The Chairman of the Board shall be a member
of the Board and shall preside at meetings of the Board. He shall keep in close
touch with the administration of the affairs of the Corporation. He may, with
the President, any Vice President, the Secretary or the Treasurer or an
Assistant Secretary or and Assistant Treasurer, sign certificates for shares of
capital stock of the Corporation. He may sign and execute in the name of the
Corporation deeds, mortgages, bonds, contracts and other instruments, except in
cases where the signing and execution thereof shall be expressly delegated by
the Board or by the Bylaws to some other officer or agent of the Corporation, or
shall be required by law otherwise to be signed or executed, and, in general, he
shall perform all duties incident to the office of the Chairman of the Board.
21
28
5.7 Vice Chairman. The Vice Chairman shall be a member of the Board
and, in the absence of the Chairman of the Board, shall preside at meetings of
the Board. The Vice Chairman shall perform all of the duties of the Chairman of
the Board and so acting shall have all the powers of and be subject to all
restrictions upon the Chairman of the Board. The Vice Chairman shall not be
deemed to be an executive officer of the Corporation.
5.8 President. The President shall be the chief executive officer of
the Corporation and shall have general supervision over the business of the
Corporation, subject, however, to the control of the Board and of any duly
authorized committee of Directors. The President shall preside at any meeting of
the Stockholders and, in the absence of the Chairman of the Board and the Vice
Chairman, at any meeting of the Board. He may, with the Chairman of the Board,
any Vice President, the Secretary or the Treasurer or an Assistant Secretary or
an Assistant Treasurer, sign certificates for shares of capital stock of the
Corporation. He may sign and execute in the name of the Corporation deeds,
mortgages, bonds, contracts and other instruments, except in cases where the
signing and execution thereof shall be expressly delegated by the Board or by
the Bylaws to some other officer or agent of the Corporation, or shall be
required by law otherwise to be signed or executed; and, in general, he shall
perform all duties incident to the office of President and such other duties as
from time to time may be assigned to him by the Board. He shall see that the
acts of the executive officers conform to the policies of the Corporation as
determined by the Board and shall perform such other duties as may from time to
time be assigned to him by the Board.
5.9 Vice Presidents. At the request of the President, or in his
absence, at the request
22
29
of the Chairman of the Board or the Board, the Vice President (in such order as
may be designated by the Board or, in the absence of any such designation, in
order of seniority based on age) shall perform all of the duties of the
President and so acting shall have all the powers of and be subject to all
restrictions upon the President. Any Vice President may also, with the Chairman
of the Board, the President, the Secretary or the Treasurer or an Assistant
Secretary or an Assistant Treasurer, sign certificates for shares of capital
stock of the Corporation; may sign and execute in the name of the Corporation
deeds, mortgages, bonds, contracts or other instruments authorized by the Board,
except in cases where the signing and execution thereof shall be expressly
delegated by the Board or by the Bylaws to some other officer or agent of the
Corporation, or shall be required by law otherwise to be signed or executed; and
shall perform such other duties as from time to time may be assigned to him by
the Board or by the President.
5.10 Secretary. The Secretary, if present, shall act as secretary of
all meetings of the Stockholders and of the Board, and shall keep the minutes
thereof in the proper book or books to be provided for that purpose; he shall
see that all notices required to be given by the Corporation are duly given and
served; he may, with the Chairman of the Board, the President or a Vice
President, sign certificates for shares of capital stock of the Corporation; he
shall be custodian of the seal of the Corporation and may seal with the seal of
the Corporation, or a facsimile thereof, all certificates for shares of capital
stock of the Corporation and all documents the execution of which on behalf of
the Corporation under its corporate seal is authorized in accordance with the
provisions of the Bylaws; he shall have charge of the stock ledger and also of
the other books, records and papers of the Corporation relating to it
organization and management as a Corporation, and shall see that the reports,
statements and other documents required by law are
23
30
properly kept and filed; and shall, in general, perform all the duties incident
to the office of Secretary and such other duties as from time to time may be
assigned to him by the Board or by the President.
5.11 Treasurer. The Treasurer shall have charge and custody of, and be
responsible for, all funds, securities and notes of the Corporation; receive and
give receipts for moneys due and payable to the Corporation from any sources
whatsoever; deposit all such moneys in the name of the Corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with these Bylaws; against proper vouchers, cause such funds to be disbursed by
checks or drafts on the authorized depositories of the Corporation signed in
such manner as shall be determined in accordance with an provisions of the
Bylaws, and be responsible for the accuracy of the amounts of all moneys so
disbursed; regularly enter or cause to be entered in books to be kept by him or
under his direction full and adequate account of all moneys received or paid by
him for the account of the Corporation; have the right to require. from time to
time, reports or statements giving such information as he may desire with
respect to any and all financial transactions of the Corporation from the
officers or agents transacting the same; render to the President or the Board,
whenever the President or the Board, respectively, shall require him so to do,
an account of the financial condition of the Corporation and of all his
transactions as Treasurer; exhibit at all reasonable times his books of account
and other records to any of the Directors upon application at the office of the
Corporation where such books and records are kept; and, in general, perform all
the duties incident to the office of Treasurer and such other duties as from
time to time may be assigned to him by the Board or by the President, and he may
24
31
sign with the Chairman of the Board, the President or a Vice President
certificates for shares of capital stock of the Corporation.
5.12 Assistant Secretaries and Assistant Treasurers. Assistant
Secretaries and Assistant Treasurers shall perform such duties as shall be
assigned to them by the Secretary or by the Treasurer, respectively, or by the
Board or by the President. Assistant Secretaries and Assistant Treasurers may,
with the Chairman of the Board, the President or a Vice President, sign
certificates for shares of capital stock of the Corporation.
ARTICLE 6
Contracts, Checks, Drafts, Bank Accounts, Etc.
6.1 Execution of Contracts. The Board may authorize any officer,
employee or agent, in the name and on behalf of the Corporation, to enter into
any contract or execute and satisfy any instrument, and any such authority may
be general or confined to specific instances or otherwise limited.
6.2 Loans. The President or any other officer, employee or agent
authorized by the Bylaws or by the Board may effect loans and advances at any
time for the Corporation from any bank, trust company or other institutions or
from any firm, corporation or individual and for such loans and advances may
make, execute and deliver promissory notes, bonds or other certificates or
evidences of indebtedness of the Corporation , and, when authorized by the Board
so to do, may pledge and hypothecate or transfer any securities or other
property of the Corporation as security for any such loans or advances. Such
Authority conferred by the Board may be general or
25
32
confined to specific instances or otherwise limited.
6.3 Checks, Drafts, Etc. All checks, drafts and other orders for the
payment of money out of the funds of the Corporation and all notes or other
evidences of indebtedness of the Corporation shall be signed on behalf of the
Corporation in such manner as shall from time to time be determined by
resolution of the Board.
6.4 Deposits. The funds of the Corporation not otherwise employed shall
be deposited from time to time to the order of the Corporation in such banks,
trust companies or other depositories as the Board may select or as may be
selected by an officer, employee or agent of the Corporation to whom such power
pay from time to time be delegated by the Board.
ARTICLE 7
Stock and Dividends
7.1 Certificates Representing Shares. The shares of capital stock of
the Corporation shall be represented by certificate in such form (consistent
with the provisions of Section 158 of the General Corporation Law) as shall be
approved by the Board.
Such certificates shall be signed by the 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, and may be sealed with the seal of the
Corporation or a facsimile thereof. The signatures of the officers upon a
certificate may be facsimiles, if the certificate is countersigned by a transfer
agent or register other than the Corporation itself or its employee. In case any
officer, transfer agent or register who has signed or whose facsimile signature
has been placed
26
33
upon any certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, such certificate may, unless
otherwise ordered by the Board, be issued by the Corporation with the same
effect as if such person were such officer, transfer agent or registrar at the
date of issue.
7.2 Transfer of Shares. Transfers of shares of capital stock of the
Corporation shall be made only on the books of the Corporation by the holder
thereof or by his duly authorized attorney appointed by a power of attorney duly
executed and filed with the Secretary or transfer agent of the Corporation, and
on surrender of the certificate or certificates representing such shares of
capital stock properly endorsed for transfer and upon payment of all necessary
transfer taxes. Every certificate exchanged, returned or surrendered to the
Corporation shall be marked "Canceled," with the date of cancellation, by the
Secretary or an Assistant Secretary or the transfer agent of the Corporation. A
person in whose name shares of capital stock shall stand on the books of the
Corporation shall be deemed the owner thereof to receive dividends, to vote as
such owner and for all other purposes as respects the Corporation.
No transfer of shares of capital stock shall be valid as against the
Corporation, its Stockholders and creditors for any purpose, except to render
the transferee liable for the debts of the Corporation to the extent provided by
law, until such transfer shall have been entered on the books of the Corporation
by an entry showing from and to whom transferred.
7.3 Transfer and Registry Agents. The Corporation may from time to time
maintain one or more transfer officers or agents and registry officer or agents
at such place or places as
27
34
may be determined from time to time by the Board.
7.4 Lost, Destroyed, Stolen and Mutilated Certificates. The holder of
any shares of capital stock of the Corporation shall immediately notify the
Corporation of any loss, destruction, theft or mutilation of the certificate
representing such shares, and the Corporation may issue a new certificate to
replace the certificate alleged to have been lost, destroyed, stolen or
mutilated. The Board may, in its discretion, as a condition to the issue of any
such new certificate, require the owner of the lost, destroyed, stolen or
mutilated certificate, or his legal representatives, to make proof satisfactory
to the Board of such loss, destruction, theft or mutilation and to advertise
such fact in such manner as the Board may require, and to give the Corporation
and its transfer agents and registrars, or such of them as the Board may
require, a bond is such form, in such sums and with such surety or sureties as
the Board may direct, to indemnify the Corporation and its transfer agents and
registrar against any claim that may be made against any of them on account of
the continued existence of any such certificate so alleged to have been lost,
destroyed, stolen or mutilated and against any expense in connection with such
claim.
7.5 Regulations. The Board may make such rules and regulations as it
may deem expedient, not inconsistent with the Bylaws or with the Certificate of
Incorporation, concerning the issue, transfer and registration of certificates
representing shares of its capital stock.
7.6 Restriction on Transfer of Stock. A written restriction on the
transfer or registration of transfer of capital stock of the Corporation, if
permitted by Section 202 of the General Corporation Law and noted conspicuously
on the certificate representing such capital stock, may be enforced against the
holder of the restricted capital stock or any successor or
28
35
transferee of the holder including an executor, administrator, trustee, guardian
or other fiduciary entrusted with like responsibility for the person or estate
of the holder. Unless noted conspicuously on the certificate representing such
capital stock, a restriction, even though permitted by Section 202 of the
General Corporation Law, shall be ineffective except against a person with
actual knowledge of the restriction. A restriction on the transfer or
registration or transfer of capital stock of the Corporation may be imposed
either by the Certificate of Incorporation or by an agreement among any number
of Stockholders or among such Stockholders and the Corporation. No restriction
so imposed shall be binding with respect to capital stock issued prior to the
adoption of the restriction unless the holders of such capital stock are parties
to an agreement or voted in favor of the restriction.
7.7 Dividends, Surplus, Etc. Subject to the provisions of the
Certificate of incorporation and of law, the Board:
7.7.1 May declare and pay dividends or make other
distributions on the outstanding shares of capital stock in such
amounts and at such time or times as, in its discretion, the condition
of the affairs of the Corporation shall render advisable;
7.7.2 May use and apply, in its discretion, any of the surplus
of the Corporation in purchasing or acquiring any shares of capital
stock of the Corporation, or warrants therefor, or any of its bonds,
debentures, notes, scrip or other securities or evidences of
indebtedness in accordance with law;
7.7.3 May set aside from time to time out of such surplus of
net profits such sum or sums as, in its discretion, it may think
proper, as a reserve fund to meet contingencies,
29
36
or for equalizing dividends or for the purpose of maintaining or
increasing the property or business of the Corporation, or for any
purpose it may think conducive to the best interests of the
Corporation.
30
37
ARTICLE 8
Indemnification
8.1 Indemnification of Officers and Directors. 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
is or was Director or an officer of the Corporation, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding to
the fullest extent and in the manner set forth in and permitted by the General
Corporation Law, and any other applicable law, as from time to time in effect.
Such right of indemnification shall not be deemed exclusive of any other rights
to which such Director or officer may be entitled apart from the foregoing
provisions. The foregoing provisions of this Section 8.1 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 Article 8 and the relevant provisions of
the General Corporation Law and other applicable law, if any, are 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 or threatened
based in whole or in part upon any such state of facts.
8.2 Indemnification of Other Person. The Corporation may 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 is or
was an employee or agent of the Corporation, or is or was serving at the
31
38
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorney's fees), judgment, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding to the extent and in the manner set forth in and
permitted by the General Corporation Law, and any other applicable law, as from
time to time in effect. Such right of indemnification shall not be deemed
exclusive of any other rights to which any such person may be entitled apart
from the foregoing provisions.
8.3 Insurance. The Corporation shall have power to 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 of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of Sections 8.1 and
8.2 of the Bylaws or under Section 145 of the General Corporation Law or any
other provision of law.
ARTICLE 9
Books and Records
9.1 Books and Records. The Corporation shall keep correct and complete
books and records of account and shall keep minutes of the proceedings of the
Stockholders, the Board and any committee of the Board. The Corporation shall
keep at the office designated in the Certificate
32
39
of Incorporation or at the office of the transfer agent or registrar of the
Corporation, a record containing the names and addresses of all Stockholders,
the number and class of shares held by each and the dates when they respectively
became the owners of record thereof.
9.2 Form of Records. Any records maintained by the Corporation in the
regular course of its business, including its stock ledger, books of account,
and minute books, may be kept on, or be in the form of, punch cards, magnetic
tape, photographs, microphotographs, or any other information storage device,
provided that the records so kept can be converted into clearly legible written
form within a reasonable time. The Corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.
9.3 Inspection of Books and Records. Except as otherwise provided by
law, the Board shall determine from time to time whether, and, if allowed, when
and under what conditions and regulations, the accounts, books, minutes and
other records of the Corporation, or any of them, shall be open to the
inspection of the Stockholders.
ARTICLE 10
Seal
The Board may adopt a corporate seal which shall be in the form of a
circle and shall bear the full name of the Corporation, the year of its
incorporation and the word "Delaware."
33
40
ARTICLE 11
Fiscal Year
The fiscal year of the Corporation shall be determined, and may be changed, by
resolution of the Board.
ARTICLE 12
Voting of Shares Held
Unless otherwise provided by resolution of the Board, the President
may, from time to time, appoint one or more attorneys or agents of the
Corporation, in the name and on behalf of the Corporation, to cast the votes
which the Corporation may be entitled to cast as a Stockholder or otherwise in
any other corporation, any of whose shares or securities may be held by the
Corporation, at meetings of the holders of stock or other securities of such
other corporation, or to consent in writing to any action by any such other
corporation, or to consent in writing to any action by any such other
corporation, and may instruct the person or persons so appointed as to the
manner of casting such votes or giving such consent, and may execute or cause to
be executed on behalf of the Corporation and under its corporate seal, or
otherwise, such written proxies, consents, waivers or other instruments as he
may deem necessary or proper in the premises; or the President may attend any
meeting of the holders of the stock or other securities of any such other
corporation and thereat vote or exercise any or all other powers of the
Corporation as the holder of such stock or other securities of such other
corporation.
34
41
ARTICLE 13
Amendments
Except as otherwise specifically provided by statute, the Bylaws may be
added to, amended, altered, or repealed at any meeting of the Board by vote of a
majority of the entire Board, provided that written notice of any such proposed
action shall be given to each Director prior to such meeting.
ARTICLE 14
Construction
The masculine gender, where appearing in these Bylaws, shall be deemed
to include the feminine gender.
35