EXHIBIT 4(b)
BY-LAWS
OF
CITIGROUP FUNDING INC.
EFFECTIVE JANUARY, 2005
INDEX
TO
BY-LAWS
OF
CITIGROUP FUNDING INC.
INDEX
TO
BY-LAWS
OF
CITIGROUP FUNDING INC.
Article I - Offices
Section 1. Principal Office
Section 2. Other Offices
Article II - Meetings of Stockholders
Section 1. Annual Meeting
Section 2. Special Meetings
Section 3. Place of Meetings
Section 4. Notice of Meetings
Section 5. Organization
Section 6. Inspectors of Election
Section 7. Quorum and Adjournment
Section 8. Order of Business
Section 9. Vote of Stockholders
Article III - Board of Directors
Section 1. Number
Section 2. General Powers
Section 3. Place of Meetings
Section 4. Organization Meeting
Section 5. Regular Meetings
Section 6. Special Meetings: Notice and Waiver of Notice
Section 7. Organization
Section 8. Quorum and Manner of Acting
Section 9. Voting
Section 10. Resignations
Article IV - Executive Committee
Section 1. Constitution and Powers
Section 2. Membership; Meetings; Quorum
Section 3. Records
Article V - Other Committees
Section 1. Other Committees
Section 2. Place of Meetings: Notice and Waiver of Notice
Article VI - The Officers
Section 1. Officers
Section 2. Term of Office
Section 3. Resignations
Section 4. The Chairman
Section 5. The President
Section 6. The Vice Chairmen
Section 7. The Executive Vice Presidents
Section 8. The Chief Financial Officer
Section 9. The Treasurer
Section 10. The Vice Presidents
Section 11. The Secretary
Article VII - Indemnification
Article VIII - Stock and Transfers of Stock
Section 1. Stock Certificates
Section 2. Transfer Agents and Registrars
Section 3. Transfers of Stock
Section 4. Lost Certificates
Article IX - Corporate Seal
Section 1. Seal
Section 2. Affixing and Attesting
Article X - Miscellaneous
Section 1. Fiscal Year
Section 2. Signatures on Negotiable Instruments
Section 3. Execution of Contracts and Other Instruments
Section 4. Shares of Other Corporations
Section 5. References to Article and Section Numbers and to
the Certificate of Incorporation
Section 6. Reference to Gender
Article XI - Amendments
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of Citigroup Funding
Inc. shall be 1209 Orange Street, Wilmington, Delaware.
Section 2. Other Offices. Citigroup Funding Inc. may establish or
discontinue, from time to time, such other offices and places of business as may
be deemed proper for the conduct of its business.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Annual Meeting. The annual meeting of stockholders shall be
held on the third Tuesday in April of each year, or if that day be a legal
holiday, on the next succeeding day not a legal holiday, or such other date as
may be fixed by resolution of the Board of Directors, for the election of
directors and the transaction of such other business as may properly come before
the meeting.
Section 2. Special Meetings. Special meetings of the stockholders may be
called at any time by the Board of Directors and shall be called by the
Secretary upon the written request, stating the purpose or purposes of any such
meeting, of the holders of common stock who hold of record collectively at least
one-third of the outstanding shares of common stock. Unless limited by law, the
Certificate of Incorporation, the By-Laws, or by the terms of the notice
thereof, any and all business may be transacted at any special meeting of
stockholders.
Section 3. Place of Meetings. Each meeting of stockholders shall be held
at such place either within or outside the State of Delaware as may be
designated by the Board of Directors for a particular meeting prior to the time
when notice thereof is given to the stockholders entitled to vote thereat.
Section 4. Notice of Meetings. Except as otherwise provided or permitted
by law, the Certificate of Incorporation, or the By-Laws, notice of each meeting
of stockholders shall be given to each stockholder of record entitled to vote
thereat either by delivering such notice to him personally or by mailing the
same to him. If mailed, the notice shall be directed to the stockholder in a
postage-prepaid envelope at his address as it appears on the records of
Citigroup Funding Inc. unless, prior to the time of mailing, he shall have filed
with the Secretary a written request that notices intended for him be mailed to
some other address, in which case it shall be mailed to the address designated
in such request. Notice of each meeting of stockholders shall state the place,
date and hour of the meeting, and if for a special meeting the purpose or
purposes for which the meeting is called, and shall be given not less than ten
nor more than fifty days before the date of the meeting.
Section 5. Organization. The Chairman shall act as such chairman at all
meetings of stockholders, shall call all meetings of stockholders to order and
preside thereat. In the absence of the Chairman, the President shall act as such
chairman and, in the absence of the Chairman and the President, the Vice
Chairman, or if there be more than one Vice Chairman present, the one of them
first appointed to such office shall act as such chairman. The Board of
Directors may designate an alternate chairman for any meeting of stockholders,
and if the Chairman, the President and such Vice Chairman
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are absent from a meeting and such an alternate chairman has been designated
therefor, he shall act as chairman of the meeting. In the absence of the
Chairman, the President, such Vice Chairman and such an alternate chairman, or
if no such alternate chairman has been designated for a meeting and the
Chairman, the President and such Vice Chairman are absent therefrom, any
stockholder or the proxy of any stockholder entitled to vote at the meeting may
call the meeting to order and a chairman shall be elected, who shall preside
thereat. The Secretary of Citigroup Funding Inc. shall act as secretary at all
meetings of the stockholders, but in his absence the chairman of the meeting may
appoint any person present to act as secretary of the meeting.
Section 6. Inspectors of Election. If the Board of Directors shall so
determine, any election of directors by vote by ballot at a meeting of
stockholders shall be conducted by three inspectors of election appointed for
that purpose by the chairman of the meeting, who, before entering upon the
discharge of their duties, shall by duly sworn faithfully to execute the duties
of inspectors of election at such meeting with strict impartiality, and
according to the best of their ability. If any such inspector appointed to act
at any meeting shall not be present or shall fail to act, the chairman of the
meeting shall appoint some other person present to act as inspector in his
place. The inspectors of election at the request of the chairman of the meeting
shall conduct any other vote by ballot taken at such meeting. Inspectors of
election may also be appointed to act at meetings of stockholders at which
directors are not to be elected, and at the request of the chairman of the
meeting shall conduct any vote by ballot at such meeting.
Section 7. Quorum and Adjournment. Except as otherwise provided by law or
by the Certificate of Incorporation, the holders of a majority of the shares of
stock entitled to vote at the meeting shall constitute a quorum at all meetings
of the stockholders. In the absence of a quorum, the holders of a majority of
the shares of stock present in person or by proxy and entitled to vote may
adjourn any meeting, from time to time, until a quorum shall attend. At any such
adjourned meeting at which a quorum may be present, any business may be
transacted which might have been transacted at the meeting as originally called.
Section 8. Order of Business. The order of business at all meetings of
stockholders shall be as determined by the chairman of the meeting or as is
otherwise determined by the vote of the holders of a majority of the shares of
stock present in person or by proxy and entitled to vote.
Section 9. Vote of Stockholders. Except as otherwise required by law or
the Certificate of Incorporation, all action by stockholders by written consent
in lieu of a meeting. The vote in the election of directors at a meeting of
stockholders shall be by ballot unless the Board of Directors determines
otherwise, and the vote upon any question before a meeting of stockholders shall
be ballot if so directed by the chairman of the meeting. In a vote by ballot
each ballot shall state the number of shares voted and the name of the
stockholder or proxy voting. Except as otherwise required by law or by the
Certificate of Incorporation, directors to be elected at a meeting of
stockholders shall be elected by a plurality of the votes cast at such meeting
by the holders of shares entitled to vote in the election and whenever any
corporate action, other than the election of directors, is to be taken by vote
of the stockholders at a meeting thereof, it shall be authorized by a majority
of the votes cast at such meeting by the holders of stock entitled to vote
thereon.
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ARTICLE III
BOARD OF DIRECTORS
Section 1. Number. The number of directors constituting the Board of
Directors of Citigroup Funding Inc. shall be such number as is fixed from time
to time by resolution adopted by the Board of Directors or by the stockholders.
Section 2. General Powers. The business, properties and affairs of
Citigroup Funding Inc. shall be managed by the Board of Directors, which,
without limiting the generality of the foregoing, shall have power to appoint
the officers of Citigroup Funding Inc., to appoint and direct agents, and to
grant general or limited authority to officers, employees and agents of
Citigroup Funding Inc. to make, execute and deliver contracts and other
instruments and documents in the name and on behalf of Citigroup Funding Inc.
and over its seal, without specific authority in each case. In addition, the
Board of Directors may exercise all the powers of Citigroup Funding Inc. and do
all lawful acts and things that are not reserved to the stockholders by law or
the Certificate of Incorporation.
Section 3. Place of Meetings. Meetings of the Board of Directors, whether
regular or special, shall be held at the principal office of Citigroup Funding
Inc. or such other place within or without the State of Delaware as may, from
time to time, be fixed by resolution of the Board of Directors, provided that
the place so determined for any meeting may be changed to some other place, in
the case of a regular meeting, by order of the Chairman, the President or any
Vice Chairman, and in the case of a special meeting, by order of the person or
persons at whose request the meeting is called if in either such case the place
so changed is specified in a notice given as provided in Section 6 of this
Article III or in a waiver of notice thereof.
Section 4. Organization Meeting. A newly elected Board of Directors shall
meet and organize, as soon as practicable, after each annual meeting of
stockholders, at the principal office of Citigroup Funding Inc., without notice
of such meeting, provided a majority of the whole Board of Directors is present.
If such a majority is not present, such organization meeting may be held at any
other time or place which may be specified in a notice given as provided in
Section 6 of this Article III for special meetings of the Board of Directors, or
in a waiver of notice thereof. Any business that may properly be transacted by
the Board of Directors may be transacted at any organization meeting thereof.
Section 5. Regular Meetings. Regular meetings of the Board of Directors
may be held quarterly, in person or by phone, or by written consent as
necessary, unless the Board of Directors shall otherwise determine, with notice
to the directors of the date and time of such meeting, or, may be held at such
other time and place as the Board shall have ordered at any previous meeting.
Section 6. Special Meetings: Notice and Waiver of Notice. Special meetings
of the Board of Directors shall be called by the Secretary on the request of the
Chairman, or in the absence of the Chairman, the President, or in the absence of
the Chairman and the President, any Vice Chairman, or on the request in writing
of any three directors stating the purpose or purposes of such meeting. Notice
of any special meeting, specifying the time and place of such meeting, shall be
in form approved by the Chairman, or in the absence of the Chairman, the
President, or in the absence of the Chairman and the President, such Vice
Chairman, or if the meeting is called pursuant to the request of some other
directors and there shall be a failure to approve the form of notice as
aforesaid, then in form approved by such directors. Whenever notice of any
meeting of the Board of Directors is required to be given under any provision of
law, the Certificate of Incorporation or the By-Laws, a written waiver thereof
signed by the
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director entitled to notice, whether before, at, or after the time of such
meeting, shall be deemed equivalent to notice. Attendance of a director at any
meeting of the Board of Directors shall constitute a waiver of notice of such
meeting, except when the director attends such meeting for the express purpose
of objecting, at the beginning of the meeting, to the transaction of any
business because such meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any meeting of the Board of
Directors or any committee thereof need be specified in any written waiver of
notice.
Section 7. Organization. The Chairman shall preside at all meetings of the
Board of Directors and the Executive Committee of the Board of Directors (which
Committee is provided for in Article IV and is hereinafter referred to as the
"Executive Committee"). In the absence of the Chairman, the President or, in the
absence of the Chairman and the President, the Vice Chairman, or if there be
more than one Vice Chairman present, the one of them first appointed to such
office, shall preside at all meetings of the Board of Directors and the
Executive Committee. In the absence of the Chairman, the President and such Vice
Chairman, a temporary chairman may be chosen by the members of the Board of
Directors or of the Executive Committee present to preside at a meeting of the
Board of Directors or of the Executive Committee, respectively. The Secretary of
Citigroup Funding Inc. shall act as the secretary at all meetings of the Board
of Directors and of the Executive Committee and in his/her absence a temporary
secretary shall be appointed by the chairman of the meeting.
Section 8. Quorum and Manner of Acting. At every meeting of the Board of
Directors, a majority of the members of the Board of Directors shall constitute
a quorum; and, except as otherwise provided by law, or by Section 1 of Article
IV, the vote of a majority of the directors present at any such meeting at which
a quorum is present shall be the act of the Board of Directors. In the absence
of a quorum, a majority of the directors present may adjourn any meeting from
time to time, until a quorum is present. No notice of any adjourned meeting need
be given other than by announcement at the meeting that is being adjourned.
Section 9. Voting. On any question on which the Board of Directors or the
Executive Committee shall vote, the names of those voting and their votes shall
be entered in the minutes of the meeting when any member of the Board of
Directors or the Executive Committee so requests.
Section 10. Resignations. Any director may resign at any time either by
oral tender of resignation at any meeting of the Board of Directors or by such
tender to the Chairman, the President or any Vice Chairman, or by giving written
notice thereof to Citigroup Funding Inc.. Any resignation shall be effective
immediately unless a date certain is specified for it to take effect.
ARTICLE IV
EXECUTIVE COMMITTEE
Section 1. Constitution and Powers. There may be an Executive Committee,
which shall be constituted as provided in Section 2 of this Article IV. The
Executive Committee shall have and may exercise, when the Board of Directors is
not in session, all the powers and authority of the Board of Directors in the
management of the business and affairs of Citigroup Funding Inc., including the
power and authority to declare dividends and to authorize the issuance of stock
and other securities of Citigroup Funding Inc., and may authorize the seal of
Citigroup Funding Inc. to be affixed to all papers which may require it; but the
Executive Committee shall not have the power or authority in reference to
amending the Certificate of Incorporation, adopting an agreement of merger or
consolidation,
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recommending to the stockholders the sale, lease or exchange of all or
substantially all of Citigroup Funding Inc.'s property and assets, recommending
to the stockholders a dissolution of Citigroup Funding Inc. or a revocation of a
dissolution, or amending the By-Laws.
Section 2. Membership; Meetings; Quorum. The Executive Committee shall be
composed of at least two directors. Meetings of the Committee shall be held upon
call of the Chairman, any Vice Chairman, or the President. The vote of a
majority of the members present shall suffice for the transaction of business.
Section 3. Records. The Executive Committee shall keep minutes of its acts
and proceedings, which shall be submitted at the next regular meeting of the
Board of Directors at which a quorum is present, and any action taken by the
Board of Directors with respect thereto shall be entered in the minutes of the
Board of Directors. All acts done and powers conferred by the Executive
Committee from time to time shall be deemed to be, and may be certified as
being, done or conferred under authority of the Board.
ARTICLE V
OTHER COMMITTEES
Section 1. Other Committees. The Board of Directors may, from time to
time, appoint other committees, which shall have such powers and duties as the
Board of Directors may properly determine, and may appoint one of the members of
any such other committee to be its chairman. A majority of the members of such
other committees shall constitute a quorum, unless otherwise specified by the
Board of Directors.
Section 2. Place of Meetings: Notice and Waiver of Notice. Meetings of
committees of the Board of Directors shall be held at the principal office of
Citigroup Funding Inc. or at such other places as the committee in question may,
from time to time, determine, subject to the provisions of Section 2 of Article
IV with respect to meetings of the Executive Committee. Meetings of any
committee of the Board of Directors other than the Executive Committee may be
called by the Chairman of such committee or by the Secretary at the request of
any other member thereof. Notice of any meeting of any committee of the Board of
Directors other than the Executive Committee shall be in form approved by the
chairman of such committee, or if the meeting is called pursuant to the request
of some other member of such committee and there is a failure to approve the
form of notice as aforesaid, then in the form approved by such member. The
provisions of Section 6 of Article III with respect to the giving and waiver of
notice of special meetings of the Board of Directors shall also apply to all
meetings of such other committee.
ARTICLE VI
THE OFFICERS
Section 1. Officers. Citigroup Funding Inc. shall have a Chairman or a
President or both, may have one or more Vice Chairmen, one or more Executive
Vice Presidents, a Chief Financial Officer, a Treasurer, one or more Vice
Presidents, and shall have a Secretary; and such officers shall be appointed by
the Board of Directors, which may establish senior officer positions equivalent
to and having duties and powers the same as these officers. The Board of
Directors may also appoint one or more Assistant Secretaries and such other
officers and agents as in their judgment the business of
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Citigroup Funding Inc. may require, and any such officers may be appointed,
subject to the authority of the Board of Directors, by the Chairman, the
President, or any Vice Chairman.
Section 2. Term of Office. All officers shall hold office during the
pleasure of and until removed by the Board of Directors, or, in the case of
officers who may be appointed by the Chairman, the President, or any Vice
Chairman, until removed by one of them or by the Board of Directors.
Section 3. Resignations. Any officer may resign at any time, either by
oral tender of resignation to the Chairman, the President, or any Vice Chairman
or by giving written notice thereof to Citigroup Funding Inc.. Any resignation
shall be effective immediately unless a date certain is specified for it to take
effect.
Section 4. The Chairman. The Chairman shall be the Chief Executive Officer
of Citigroup Funding Inc., and shall have general executive powers as well as
the specific powers conferred by these By-Laws. He shall preside at meetings of
the Board of Directors and the Executive Committee and at meetings of the
stockholders.
Section 5. The President. In the absence of a Chairman, the President
shall be the Chief Executive Officer of Citigroup Funding Inc., and shall have
general executive powers as well as the specific powers conferred by these
By-Laws. In the absence of the Chairman, the President shall exercise the powers
and duties of the Chairman related to meetings of the Board of Directors and the
Executive Committee and meetings of the stockholders.
Section 6. The Vice Chairmen. In the absence of the Chairman and the
President, and in the order of their appointment to the office, the Vice
Chairmen shall exercise the powers and duties of the Chairman related to
meetings of the Board of Directors and the Executive Committee and meetings of
the stockholders. 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, the Chairman, or the President.
Section 7. The Executive Vice Presidents. Each Executive Vice President
shall have general executive powers as well as the specific powers conferred by
these By-Laws. Each Executive Vice President shall also have such further powers
and duties as may from time to time be assigned to him by the Board of
Directors, the Chairman, the President, or any Vice Chairman.
Section 8. The Chief Financial Officer. The Chief Financial Officer shall
have general executive powers and the specific powers conferred by these
By-Laws, as well as the powers attendant to the office of Chief Financial
Officer. The Chief Financial Officer shall also have such further powers and
duties as may from time to time be assigned by the Board of Directors, the
Chairman, the President, or any Vice Chairman.
Section 9. The Treasurer. The Treasurer shall have general executive
powers and the specific powers conferred by these By-Laws, as well as the powers
attendant to the office of Treasurer. The Treasurer shall also have such further
powers and duties as may from time to time be assigned by the Board of
Directors, the Chairman, the President, or any Vice Chairman.
Section 10. The Vice Presidents. The several Vice Presidents shall perform
such duties and have such powers as may from time to time be assigned to them by
the Board of Directors, the Chairman, the President, or any Vice Chairman.
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Section 11. The Secretary. The Secretary shall attend to the giving of
notice of all meetings of stockholders and of the Board of Directors and
committees thereof, as provided in Section 4 of Article II and Section 6 of
Article III, and shall keep minutes of all proceedings at meetings of the
stockholders, of the Board of Directors and of the Executive Committee, as well
as of all proceedings at all meetings of other regular committees of the Board
of Directors. He shall have charge of the corporate seal and shall have
authority to attest any and all instruments or writings to which the same may be
affixed. He shall have charge of the stock ledger and shall keep and account for
all books, documents, papers and records of Citigroup Funding Inc., except those
for which some other officer or agent is properly accountable. He shall
generally perform all the duties usually appertaining to the office of Secretary
of a corporation. In the absence of the Secretary, such person as shall be
designated by the Chairman, the President or any Vice Chairman shall perform his
duties.
ARTICLE VII
INDEMNIFICATION
Section 1. Citigroup Funding Inc. 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.
Citigroup Funding Inc. 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 shareholders or
disinterested directors or otherwise, and shall inure to the benefit of the
heirs and personal representatives of such person.
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ARTICLE VIII
STOCK AND TRANSFERS OF STOCK
Section 1. Stock Certificates. The stock of Citigroup Funding Inc. shall
be represented by certificates signed by the Chairman or the President and the
Secretary or an Assistant Secretary. Where any such certificate is countersigned
by a Transfer Agent, other than Citigroup Funding Inc. or its employee, or by a
Registrar, other than Citigroup Funding Inc. or its employee, any other
signature on such certificate may be a facsimile, engraved, stamped or printed.
In case any such officer, Transfer Agent or Registrar who has signed or whose
facsimile signature has been placed upon any such certificate shall have ceased
to be such officer, Transfer Agent or Registrar before such certificate is
issued, it may be issued by Citigroup Funding Inc. with the same effect as if
such officer, Transfer Agent or Registrar were such officer, Transfer Agent or
Registrar at the date of its issue. The certificates representing the stock of
Citigroup Funding Inc. shall be in such form as shall be approved by the Board
of Directors.
Section 2. Transfer Agents and Registrars. The Board of Directors may, in
its discretion, appoint one or more banks or trust companies in the Borough of
Manhattan, City, County and State of New York, and in such other city or cities
as the Board of Directors may deem advisable, including any banking subsidiaries
of Citigroup Funding Inc., from time to time, to act as Transfer Agents and
Registrars of the stock of Citigroup Funding Inc.; and upon such appointments
being made, no stock certificate shall be valid until countersigned by one of
such Transfer Agents and registered by one of such Registrars.
Section 3. Transfers of Stock. Transfers of stock shall be made on the
books of Citigroup Funding Inc. only by the person named in the certificate, or
by attorney lawfully constituted in writing, and upon surrender and cancellation
of a certificate or certificates for a like number of shares of the same class
of stock, with duly executed assignment and power of transfer endorsed thereon
or attached hereto, and with such proof of the authenticity of the signatures as
Citigroup Funding Inc. or its agents may reasonably require. No transfer of
stock other than on the records of Citigroup Funding Inc. shall affect the right
of Citigroup Funding Inc. to pay any dividend upon the stock to the holder of
record thereof or to treat the holder of record as the holder in fact thereof
for all purposes, and no transfer shall be valid, except between the parties
thereto, until such transfer shall have been made upon the records of Citigroup
Funding Inc..
Section 4. Lost Certificates. In case any certificate of stock shall be
lost, stolen or destroyed, the Board of Directors, in its discretion, or any
officer or officers or any agent or agents thereunto duly authorized by the
Board of Directors, may authorize the issue of a substitute certificate in place
of the certificate so lost, stolen or destroyed, and may cause or authorize such
substitute certificate to be countersigned by the appropriate Transfer Agent (or
where such duly authorized agent is the Transfer Agent may itself countersign)
and registered by the appropriate Registrar; provided, however, that, in each
such case, the applicant for a substitute certificate shall furnish to Citigroup
Funding Inc. and to such of its Transfer Agents and Registrars as may require
the same, evidence to their satisfaction, in their discretion, of the loss,
theft or destruction of such certificate and of the ownership thereof, and also
such security or indemnity as may by them be required.
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ARTICLE IX
CORPORATE SEAL
Section 1. Seal. The seal of Citigroup Funding Inc. shall be in such form
as may be approved, from time to time, by the Board of Directors.
Section 2. Affixing and Attesting. The seal of Citigroup Funding Inc.
shall be in the custody of the Secretary, who shall have power to affix it to
the proper corporate instruments and documents, and who shall attest it. In his
absence, it may be affixed and attested by an Assistant Secretary or by any
other person or persons as may be designated by the Board of Directors or the
Secretary.
ARTICLE X
MISCELLANEOUS
Section 1. Fiscal Year. The fiscal year of Citigroup Funding Inc. shall be
the calendar year.
Section 2. Signatures on Negotiable Instruments. All bills, notes, checks
or other instruments for the payment of money shall be signed or countersigned
by such officers or agents and in such manner as, from time to time, may be
prescribed by resolution (whether general or special) of the Board of Directors,
or may be prescribed by any officer or officers, or any officer and agent
jointly, thereunto duly authorized by the Board of Directors.
Section 3. Execution of Contracts and Other Instruments. The Chairman, the
President, any Vice Chairman, any Executive Vice President, the Chief Financial
Officer, the Treasurer, any Vice President, and the Secretary, or anyone holding
a position equivalent to the foregoing pursuant to provisions of these By-Laws,
shall each have general authority to execute contracts, bonds, deeds and powers
of attorney in the name of and on behalf of Citigroup Funding Inc.. Any
contract, bond, deed or power of attorney may also be executed in the name of
and on behalf of Citigroup Funding Inc. by such other officer or such other
agent as the Board of Directors may from time to time direct. The provisions of
this Section 3 are supplementary to any other provisions of these By-Laws.
Section 4. Shares of Other Corporations. The Chairman, the President, any
Vice Chairman, any Executive Vice President, the Chief Financial Officer, the
Treasurer, any Vice President, and the Secretary, or anyone holding a position
equivalent to the foregoing pursuant to provisions of these By-Laws, is each
authorized to vote, represent and exercise on behalf of Citigroup Funding Inc.,
all rights incident to any and all shares of any other corporation or
corporations standing in the name of Citigroup Funding Inc.. The authority
herein granted to said officer to vote or represent on behalf of Citigroup
Funding Inc. any and all shares held by Citigroup Funding Inc. in any other
corporation or corporations may be exercised by said officer in person or by any
person authorized so to do by proxy or power of attorney duly executed by said
officer. Notwithstanding the above, however, the Board of Directors, in its
discretion, may designate by resolution the person to vote or represent said
shares of other corporations.
Section 5. References to Article and Section Numbers and to the
Certificate of Incorporation. Whenever in the By-Laws reference is made to an
Article or Section number, such reference is to the number of an Article or
Section of the By-Laws. Whenever in the By-Laws reference is made to the
Certificate of Incorporation, such reference is to the Certificate of
Incorporation of Citigroup Funding Inc., as amended.
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Section 6. Reference to Gender. A reference in these By-Laws to one
gender, masculine, feminine, or neuter, includes the other two; and the singular
includes the plural and vice versa unless the context otherwise requires.
ARTICLE XI
AMENDMENTS
The By-Laws may be altered, amended or repealed, and new By-Laws adopted,
from time to time, by the Board of Directors at any regular or special meeting.
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The undersigned, duly qualified and acting Secretary of Citigroup Funding Inc.,
a Delaware corporation, hereby certifies the foregoing to be a true and complete
copy of the By-Laws of the said Citigroup Funding Inc., as at present in force
and effect.
WITNESS, the hand of the undersigned and the seal of the said Citigroup Funding
Inc., this ............... day of .........................., ..................
................................................
11