Exhibit 3.1
BY-LAWS
OF
CITIGROUP INC.
AS AMENDED EFFECTIVE APRIL 1, 2004
INDEX
TO
BY-LAWS
OF
CITIGROUP INC.
Page
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Article I Location 1
Article II Corporate Seal 1
Article III Meetings of Stockholders 1
Article IV Directors 4
Article V Meetings of the Directors 6
Article VI Committees 6
Article VII Executive Committee 7
Article VIII Officers of the Company 7
Article IX Officers - How Chosen 8
Article X Chairman 8
Article XI Chief Executive Officer 8
Article XII President 8
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Article XIII Chief Operating Officer 9
Article XIV Vice Chairmen 9
Article XV Vice Presidents 9
Article XVI Secretary 9
Article XVII Treasurer 10
Article XVIII Duties of Officers 10
Article XIX Certificates of Stock, Securities and Notes 11
Article XX Negotiable Instruments and Contracts 12
Article XXI Fiscal Year 13
Article XXII Notice 13
Article XXIII Waiver of Notice 13
Article XXIV Amendment of By-Laws 13
BY-LAWS
OF
CITIGROUP 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 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 New York, State of New
York, or at such other place as may be designated by the Board of Directors or
the stockholder 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 authorized electronically or by an instrument in
writing executed in any manner permitted by law or transmission permitted by
law. 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, without notice other
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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, to the extent
required by law 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 may determine by
resolution. The business to be transacted at the annual meeting shall include
the election of Directors and such other business as may properly come before
the meeting. Except as otherwise set forth in the Certificate of Incorporation,
each holder of voting stock shall be entitled to one vote for each share of such
stock standing registered in his or her name.
SECTION 5. Notice of the annual meeting shall be given by the
Secretary to each stockholder entitled to vote, at his or her last known
address, at least ten days but not more than sixty days prior to the meeting.
SECTION 6. Special meetings of the stockholders may be called by the
Chairman or the Chief Executive Officer. A special meeting shall be called at
the request, in writing, of a majority of the Board of Directors or by the vote
of the Board of Directors.
SECTION 7. Notice of each special meeting, indicating briefly the
object or objects thereof, shall be given by the Secretary to each stockholder
entitled to vote at his or her last known address, at least ten days but not
more than sixty days prior to the meeting. Only such business shall be conducted
at a special meeting of stockholders as shall be stated in the Company's notice
of the meeting.
SECTION 8. If the entire Board of Directors becomes vacant, any
stockholder may call a special meeting in the same manner that the Chairman or
the Chief Executive Officer may call such meeting, and Directors for the
unexpired term may be elected at said special meeting in the manner provided for
their election at annual meetings.
SECTION 9. The Company may, and to the extent required by law,
shall, in advance of any meeting of stockholders, appoint one or more inspectors
to act at the meeting and make a written report thereof. The Company may
designate one or more persons as alternate inspectors to replace any inspector
who fails to act. If no inspector or alternate is able to act at a meeting of
stockholders, the person presiding at the meeting may, and to the extent
required by law, shall, appoint one or more inspectors to act at the meeting.
Each inspector, before entering upon the discharge of his or her duties, shall
take and sign an oath faithfully to execute the duties
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of inspector with strict impartiality and according to the best of his or her
ability. Every vote taken by ballots shall be counted by a duly appointed
inspector or inspectors.
SECTION 10. The officer presiding at any meeting of stockholders
shall determine the order of business and the procedure at the meeting,
including such regulation of the manner of voting and the conduct of discussion
as seem to him or her in order. He or she shall have the power to adjourn the
meeting to another place, date and time.
SECTION 11. A notice of a stockholder to make a nomination or to
bring any other matter before a meeting shall be made in writing and received by
the Secretary of the Company (a) in the event of an annual meeting of
stockholders, not more than 120 days and not less than 90 days in advance of the
anniversary date of the immediately preceding annual meeting provided, however,
that in the event that the annual meeting is called on a date that is not within
thirty days before or after such anniversary date, notice by the stockholder in
order to be timely must be so received not later than the close of business on
the fifteenth day following the day on which notice of the date of the annual
meeting was mailed or public disclosure of the date of the annual meeting was
made, whichever first occurs; or (b) in the event of a special meeting of
stockholders, such notice shall be received by the Secretary of the Company not
later than the close of the fifteenth day following the day on which notice of
the meeting is first mailed to stockholders or public disclosure of the date of
the special meeting was made, whichever first occurs.
Every such notice by a stockholder shall set forth:
(a) the name and residence address of the stockholder of the Company who
intends to make a nomination or bring up any other matter;
(b) a representation that the stockholder is a holder of the Company's voting
stock (indicating the class and number of shares owned) and intends to
appear in person or by proxy at the meeting to make the nomination or
bring up the matter specified in the notice;
(c) with respect to notice of an intent to make a nomination, a description of
all arrangements or understandings among the stockholder and each nominee
and any other person or persons (naming such person or persons) pursuant
to which the nomination or nominations are to be made by the stockholder;
(d) with respect to an intent to make a nomination, such other information
regarding each nominee proposed by such stockholder as would have been
required to be included in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange Commission had each nominee been
nominated by the Board of Directors of the Company; and
(e) with respect to the notice of an intent to bring up any other matter, a
description of the matter, and any material interest of the stockholder in
the matter.
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Notice of intent to make a nomination shall be accompanied by the written
consent of each nominee to serve as director of the Company if so elected.
At the meeting of stockholders, the Chairman shall declare out of order and
disregard any nomination or other matter not presented in accordance with this
section.
ARTICLE IV
DIRECTORS
SECTION 1. The affairs, property and business of the Company shall
be managed by or under the direction of 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 election
and term of Directors shall be as provided in the Certificate of Incorporation
as amended from time to time. The Board may appoint a Lead Director who shall
preside at all meetings of the Board at which the Chairman is not present,
including executive sessions. In addition to the powers and authorities
expressly conferred upon the Board of Directors by these By-laws, the Board of
Directors 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. For purposes of these By-laws the term "entire Board of
Directors" shall mean the total number of Directors as determined by the Board
of Directors from time to time whether or not there exist any vacancies in
previously authorized directorships.
SECTION 2. Vacancies in the Board of Directors shall be filled as
provided in the Certificate of Incorporation as amended from time to time.
SECTION 3. The Board of Directors shall have authority to determine
from time to time, the amount of compensation that shall be paid to any of its
members, provided, however that no such compensation shall be paid to any
Director who is a salaried officer or employee of the Company or any of its
subsidiaries. Directors shall be entitled to receive transportation and other
expenses of attendance at meetings. 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.
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SECTION 4. The Company shall indemnify, to the fullest extent
permissible under the General Corporation Law of the State of Delaware, or the
indemnification provisions of 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 or employee 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
the 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 shall advance expenses incurred in defending a civil or
criminal action, suit or proceeding to any such director, officer or employee
upon receipt of an undertaking by or on behalf of the director, officer or
employee 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 stockholders
or disinterested directors or otherwise, and shall inure to the benefit of the
heirs and personal representatives of such person.
SECTION 5. Each Director and officer and each member of any
committee designated by the Board of Directors shall, in the performance of his
or her 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
information, opinions, reports or statements made to the Company or any of its
subsidiaries by any officer or employee of the Company or of a subsidiary or by
any committee designated by the Board of Directors or by any other person as to
matters such Director, officer or committee member reasonably believes are
within such other person's professional or expert competence and who has been
selected with reasonable care by or on behalf of the Company.
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ARTICLE V
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 New York, State of New
York, or at such other place as may be designated by the Board of Directors, 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 of Directors or as determined by the Secretary upon
reasonable notice to each Director.
SECTION 3. A majority of the total number of the entire Board 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
of Directors, or the Chairman, on one day's notice, or other reasonable notice,
to each Director, either personally, by mail or by electronic transmission, and
may be held at such time and place as the Board of Directors, or the officer
calling said meeting may determine. Special meetings may be called in like
manner on the request in writing of three Directors. Special meetings of the
full Board and executive sessions of the Board may be called in like manner by
the Lead Director.
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.
ARTICLE VI
COMMITTEES
SECTION 1. The Board of Directors may designate committees of the
Board and may invest such committees with all powers of the Board of Directors,
except as otherwise provided in the General Corporation Law of the State of
Delaware, subject to such conditions as the Board of Directors may prescribe,
and all committees so appointed shall keep regular minutes of their transactions
and 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.
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ARTICLE VII
EXECUTIVE COMMITTEE
SECTION 1. The Executive Committee shall be composed of the Chairman
and such additional Directors not less than three, appointed by the Board, who
shall serve until the next annual organization meeting of the Board and until
their successors are appointed. A majority of the members of the Executive
Committee shall constitute a quorum. The vote of the majority of members of the
Executive Committee present at a meeting at which a quorum is present shall be
the act of the Executive Committee. Any vacancy on the Executive Committee shall
be filled by the Board of Directors.
SECTION 2. The Executive Committee may exercise all powers of the
Board of Directors between the meetings of the Board except as otherwise
provided in the General Corporation Law of the State of Delaware and for this
purpose references in these By-laws to the Board of Directors shall be deemed to
include references to the Executive Committee.
SECTION 3. Meetings of the Executive Committee may be called at any
time upon reasonable notice, either personally, by mail or by electronic
transmission, by the Chairman, 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 Committee and report the same to the Board
of Directors.
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.
ARTICLE VIII
OFFICERS OF THE COMPANY
SECTION 1. The officers of the Company shall consist of a Chief
Executive Officer and may include a Chairman, President, Chief Operating
Officer, one or more Vice Chairmen, one or more Vice Presidents, 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, or pursuant to the direction
of, the Board of Directors.
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ARTICLE IX
OFFICERS - HOW CHOSEN
SECTION 1. The Directors shall appoint a Chief Executive Officer.
They may also appoint a Chairman, President, Chief Operating Officer, one or
more Vice Chairmen, one or more Vice Presidents, a Secretary and a Treasurer to
hold office for one year or until others are appointed and qualify in their
stead or until their earlier death, resignation or removal.
SECTION 2. The Directors may also appoint such other officers and
assistant officers as from time to time they may determine, and who shall hold
office at the pleasure of the Board. In addition, the Directors may delegate to
officers of the Company, as designated by the Chief Executive Officer, the
authority to appoint and dismiss assistant officers and deputy officers within
the respective officer's area of supervision.
ARTICLE X
CHAIRMAN
SECTION 1. The Directors shall elect a Chairman annually from among
their own number. The Chairman shall preside at meetings of the Board of
Directors. The Chairman shall also have such powers and duties as may from time
to time be assigned by the Board of Directors.
ARTICLE XI
CHIEF EXECUTIVE OFFICER
SECTION 1. The Chief Executive Officer shall have the general powers
and duties of supervision, management and direction over the business and
policies of the Company.
SECTION 2. The Chief Executive Officer shall see that all orders and
resolutions of the Board of Directors and any committee thereof are carried into
effect, and shall submit reports of the current operations of the Company to the
Board of Directors at regular meetings of the Board, and annual reports to the
stockholders.
ARTICLE XII
PRESIDENT
SECTION 1. In the absence of the Chief Executive Officer, the
President shall exercise the powers and duties of the Chief Executive Officer.
The President shall have general
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executive powers as well as the specific powers conferred by these By-laws. The
President shall also have such powers and duties as may from time to time be
assigned by the Board of Directors or the Chief Executive Officer.
ARTICLE XIII
CHIEF OPERATING OFFICER
SECTION 1. In the absence of the Chief Executive Officer and the
President, the Chief Operating Officer shall exercise the powers and duties of
the Chief Executive Officer. The Chief Operating Officer shall have general
executive powers as well as the specific powers conferred by these By-laws. The
Chief Operating Officer shall also have such powers and duties as may from time
to time be assigned by the Board of Directors or the Chief Executive Officer.
ARTICLE XIV
VICE CHAIRMEN
SECTION 1. In the absence of the Chief Executive Officer, the
President and the Chief Operating Officer, and in the order of their appointment
to the office, the Vice Chairmen shall exercise the powers and duties of the
Chief Executive Officer. The Vice Chairmen shall have general executive powers
as well as the specific powers conferred by these By-laws. Each of them shall
also have such powers and duties as may from time to time be assigned by the
Board of Directors or the Chief Executive Officer.
ARTICLE XV
VICE PRESIDENTS
SECTION 1. Each Vice President shall have such powers and perform
such duties as may be assigned to such officer by the Board of Directors or,
subject to Section 2 of Article XVIII, by the Chief Executive Officer. The Board
of Directors may add to the title of any Vice President such distinguishing
designation as may be deemed desirable, which may reflect seniority, duties or
responsibilities of such Vice President. The Chief Financial Officer, Treasurer,
Controller and General Counsel shall have the powers and duties of a Vice
President whether or not given that designation.
ARTICLE XVI
SECRETARY
SECTION 1. The Secretary shall attend all sessions of the Board of
Directors and act as clerk thereof and record all votes and the minutes of all
proceedings in a book to be kept
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for that purpose, and shall perform like duties for the committees of the Board
of Directors when required.
SECTION 2. The Secretary shall see that proper notice is given of
all meetings of the stockholders of the Company and of the Board of Directors.
In the Secretary's absence, or in the case of his or her failure or inability to
act, an Assistant Secretary or a secretary pro-tempore shall perform his or her
duties and such other duties as may be prescribed by the Board of Directors.
SECTION 3. The Secretary 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. The Secretary shall keep in safe custody the contracts,
books and such corporate records as are not otherwise provided for, and the seal
of the Company. The Secretary 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 XVII
TREASURER
SECTION 1. The Treasurer shall make such disbursements of the funds
of the Company as are authorized and shall render from time to time an account
of all such transactions and of the financial condition of the Company. The
Treasurer shall also perform such other duties as the Board of Directors may
from time to time prescribe.
ARTICLE XVIII
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 or by their superior officers.
SECTION 2. The Board of Directors may change the powers or duties of
any officer or assistant officer, or delegate the same to any other officer,
assistant officer or person.
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SECTION 3. Every officer and assistant officer of the Company shall
from time to time report to the Board of Directors, or to his or her superior
officers all matters within his or her knowledge which the interests of the
Company may require to be brought to their notice.
SECTION 4. Unless otherwise directed by the Board of Directors, the
Chairman, the Chief Executive Officer, the President, the Chief Operating
Officer, any Vice Chairman, any Vice President or the Secretary of the Company
shall have power to vote and otherwise act on behalf of the Company, in person
or by proxy, at any meeting of stockholders of or with respect to any action of
stockholders of any other corporation in which the Company may hold securities
and otherwise to exercise any and all rights and powers which the Company may
possess by reason of its ownership of securities in such other corporation.
ARTICLE XIX
CERTIFICATES OF STOCK, SECURITIES AND NOTES
SECTION 1. Certificates of stock, or other receipts and securities
representing an interest in the capital of the Company, shall bear the signature
of the Chairman, the President or any Vice Chairman 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 XIX shall be construed to limit
the right of the Company, by resolution of the Board of Directors, to authorize,
under such conditions as the Board may determine, the facsimile signature by any
properly authorized officer of any instrument or document that the Board of
Directors 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 the Company, whether because of death,
resignation or otherwise, before the same shall have been issued by the Company,
such certificates of stock, notes and securities nevertheless may 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 the Company.
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.
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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.
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.
ARTICLE XX
NEGOTIABLE INSTRUMENTS AND CONTRACTS
SECTION 1. Any of the following officers who have been appointed by
the Board of Directors to wit, the Chairman, the Chief Executive Officer, the
President, the Chief Operating Officer, the Vice Chairmen, the Vice Presidents,
the Secretary, the Treasurer or any other person when such other person is
authorized by the Board of Directors 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, the Chief Executive Officer, the President,
the Chief Operating Officer, any Vice Chairman, any Vice President, the
Secretary, the Treasurer or any other person, when such officer or other person
has been appointed by the Board of Directors 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, powers of attorney or other documents to which the
Company is a party.
SECTION 3. The Board of Directors 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 any of
said officers or persons under this Article, and the officer or person so
appointed shall have all the power and authority hereby conferred upon the
officer or person for whom he or she may be appointed to act.
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ARTICLE XXI
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 XXII
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 a committee, officer or stockholder, it shall not be construed to mean
personal notice, but such notice may be given by electronic transmission 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 a 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 XXIII
WAIVER OF NOTICE
SECTION 1. A written waiver of any notice, signed by a Director,
member of a committee, officer or stockholder, or waiver by electronic
transmission by such person, whether given before or after the time of the event
for which notice is to be given, shall be deemed equivalent to the notice
required to be given to such person. Neither the business nor the purpose of any
meeting need be specified in such waiver. Attendance at any meeting shall
constitute waiver of notice except attendance for the sole purpose of objecting
to the timeliness of notice.
ARTICLE XXIV
AMENDMENT OF BY-LAWS
SECTION 1. The Board of Directors, at any meeting, may alter or
amend these By-laws, and any alteration or amendment so made may be repealed by
the Board of Directors or by the stockholders at any meeting duly called. Any
alteration, amendment or repeal of these By-laws by the Board of Directors shall
require the affirmative vote of at least sixty-six and two-thirds percent (66
2/3%) of the entire Board of Directors.
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