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Exhibit 3(ii)
AMENDED November 14, 1994
AMERICAN INTERNATIONAL GROUP, INC .
BY-LAWS
ARTICLE I
Stockholders
Section 1.1. Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place either
within or without the State of Delaware as may be designated by the Board of
Directors from time to time. Any other proper business may be transacted at
the annual meeting.
Section 1.2. Special Meetings. Special meetings of stockholders for
any purpose or purposes may be called at any time by the Chairman, a Vice
Chairman, if any, the President, if any, the Secretary or the Board of
Directors, to be held at such date, time and place either within or without
the State of Delaware as may be stated in the notice of the meeting. A special
meeting of stockholders shall be called by the Secretary upon the written
request, stating the purpose of the meeting, of stockholders who together own
of record twenty-five percent of the outstanding shares of each class of stock
entitled to vote at such meeting.
Section 1.3. Notice of Meetings. Whenever stockholders are required
or permitted to take any action at a meeting, a written notice of the meeting
shall be given which shall state 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. Unless otherwise provided by law, the written notice of
any meeting shall be given not less than ten nor more than sixty days before
the date of such meeting to each stockholder entitled to vote at such meeting.
If mailed, such notice shall be deemed to be given when deposited in the
United States mail, postage prepaid, directed to the stockholder at such
stockholder#s address as it appears on the records of the Corporation. No
business other than that stated in the notice shall be transacted at any
special meeting without the unanimous consent of all the stockholders entitled
to vote thereat.
Section 1.4. Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced
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at the meeting at which the adjournment is taken; provided, that if
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. At the adjourned meeting the Corporation may transact any business
which might have been transacted at the original meeting.
Section 1.5. Quorum. At each meeting of stockholders, except where
otherwise provided by law or the certificate of incorporation or these
by-laws, the holders of a majority of the outstanding shares of each class of
stock entitled to vote at the meeting, present in person or represented by
proxy, shall constitute a quorum. In the absence of a quorum, the stockholders
so present may, by majority vote, adjourn the meeting from time to time in the
manner provided by Section 1.4 of these by-laws until a quorum shall attend.
Shares of its own capital stock belonging on the record date for the meeting
to the Corporation or to another corporation, if a majority of the shares
entitled to vote in the election of directors of such other corporation is
held, directly or indirectly, by the Corporation, shall neither be entitled to
vote nor be counted for quorum purposes; provided, however, that the foregoing
shall not limit the right of the Corporation to vote stock, including but not
limited to its own stock, held by it in a fiduciary capacity.
Section 1.6. Organization. Meetings of stockholders shall be presided
over by the Chairman, or in the absence of the Chairman by a Vice Chairman, if
any, or in the absence of a Vice Chairman by the President, if any, or in the
absence of the President by a Vice President, or in the absence of the
foregoing persons by a chairman designated by the Board of Directors, or in
the absence of such designation by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, or in the absence of the
Secretary an Assistant Secretary shall so act, or in their absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.
Section 1.7. Classes or Series of Stock; Voting Proxies. For
purposes of this Article I, two or more classes or series of stock shall be
considered a single class if and to the extent that the holders thereof are
entitled to vote together as a single class at the meeting. Unless otherwise
provided in the certificate of incorporation, each stockholder entitled to
vote at any meeting of stockholders shall be entitled to one vote for each
share of stock held by such stockholder which has voting power upon the matter
in question. Each stockholder entitled to vote at a meeting of stockholders or
to express consent or dissent to corporate action in writing without a meeting
may authorize another person or persons to act for such stockholder by proxy,
but no such proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period. A duly executed
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proxy shall be irrevocable if it states that it is irrevocable and if
and only as long as, it is coupled with an interest sufficient in law to
support an irrevocable power. A stockholder may revoke any proxy which is not
irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy or another duly executed proxy
bearing a later date with the Secretary of the Corporation. Voting at meetings
of stockholders need not be by written ballot and need not be conducted by
inspectors unless the holders of a majority of the outstanding shares of all
classes of stock entitled to vote thereon present in person or by proxy at
such meeting shall so determine. At all meetings of stockholders for the
election of directors a plurality of the votes cast shall be sufficient to
elect. With respect to other matters, unless otherwise provided by law or by
the certificate of incorporation or these by-laws, the affirmative vote of the
holders of a majority of the shares of all classes of stock present in person
or represented by proxy at the meeting and entitled to vote on the subject
matter shall be the act of the stockholders, provided that (except as
otherwise required by law or by the certificate of incorporation) the Board of
Directors may require a larger vote upon any such matter. Where a separate
vote by class is required, the affirmative vote of the holders of a majority
of the shares of each class present in person or represented by proxy at the
meeting shall be the act of such class, except as otherwise provided by law or
by the certificate of incorporation or these by-laws.
Section 1.8. Fixing Date for Determination of Stockholders of Record.
In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in writing without a
meeting, or entitled to receive payment of any dividend or other distribution
or allotment of any rights, or entitled to exercise any rights in respect of
any change, conversion or exchange of stock or for the purpose of any other
lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
any meeting, nor more than sixty days prior to any other action. If no record
date is fixed: (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) the record date for determining stockholders
entitled to express consent to corporate action in writing without a meeting,
when no prior action by the board is necessary, shall be the day on which the
first written consent is expressed; and (3) the record date for determining
stockholders for any other purpose shall be at the close of business on the
day on which the Board adopts the resolution relating thereto. A determination
of stockholders of record entitled to notice of or to vote at a meeting of
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stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the
adjourned meeting.
Section 1.9. List of Stockholders Entitled to Vote. The Secretary
shall prepare and make, 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
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.
Section 1.10. Consent of Stockholders in Lieu of Meeting. Unless
otherwise provided in the certificate of incorporation, any action required by
law to be taken at any annual or special meeting of stockholders of the
Corporation, or any action which may be taken at any annual or special meeting
of such stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
ARTICLE II
Board of Directors
Section 2.1. Powers; Number; Qualifications. The business and affairs
of the Corporation shall be managed by or under the direction of the Board of
Directors, except as may be otherwise provided by law or in the certificate of
incorporation. The Board shall consist of not less than seven nor more than 21
members, the number thereof to be determined from time to time by the Board;
provided, however, that in determining the number of directors no account
shall be taken of any non-voting director, including any advisory or honorary
director, that may be elected from time to time by a majority of the Board of
Directors. The number of directors may be increased by amendment of these
by-laws by the affirmative vote of a majority of the directors then in
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office, although less than a quorum, or by the affirmative vote of
the holders of a majority of the outstanding shares of all classes of stock
entitled to vote thereon, and by like vote the additional directors may be
elected to hold office until the next succeeding annual meeting of
stockholders and until their respective successors are elected and qualified
or until their respective earlier resignations or removals. Directors need not
be stockholders.
Section 2.2. Election; Term of Office; Resignation; Removal;
Vacancies. Each director shall hold office until the annual meeting of
stockholders next succeeding his or her election and until his or her
successor is elected and qualified or until his or her earlier resignation or
removal. Any director may resign at any time upon written notice to the Board
of Directors or to the Chairman or the Secretary of the Corporation. Such
resignation shall take effect at the time specified therein, and no acceptance
of such resignation shall be necessary to make it effective. Any director or
the entire Board of 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; and any vacancy so created may be filled by the holders of a
majority of the shares then entitled to vote at an election of directors.
Whenever the holders of any class or series of stock are entitled to elect one
or more directors by the provisions of the certificate of incorporation, the
provisions of the preceding sentence shall apply, in respect to the removal
without cause of a director or directors so elected, to the vote of the
holders of the outstanding shares of that class or series and not to the vote
of the outstanding shares as a whole. Unless otherwise provided in the
certificate of incorporation or these by-laws, vacancies (other than any
vacancy created by removal of a director by shareholder vote) and newly
created directorships resulting from any increase in the authorized number of
directors elected by all of the stockholders having the right to vote as a
single class or from any other cause may be filled by a majority of the
directors then in office, although less than a quorum, or by the sole
remaining director. Whenever the holders of any class or classes of stock or
series thereof are entitled to elect one or more directors by the provisions
of the certificate of incorporation, vacancies and newly created directorships
of such class or classes or series may, unless otherwise provided in the
certificate of incorporation, be filled by a majority of the directors elected
by such class or classes or series thereof then in office, or by the sole
remaining director so elected.
Section 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware
and at such times as the Board may from time to time determine, and if so
determined notice thereof need not be given.
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Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the Chairman or by the Secretary on the written
request of any two directors. Reasonable notice thereof shall be given by the
person calling the meeting.
Section 2.5. Participation in Meetings by Conference Telephone
Permitted. Unless otherwise restricted by the certificate of incorporation or
these by-laws, members of the Board of Directors, 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 persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this by-law shall
constitute presence in person at such meeting.
Section 2.6. Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the entire Board shall constitute a quorum
for the transaction of business. The vote of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the
Board unless the certificate of incorporation or these by-laws shall require a
vote of a greater number. In case at any meeting of the Board a quorum shall
not be present, a majority of the members of the Board present may adjourn the
meeting from time to time until a quorum shall attend, and notice need not be
given of any such adjourned meeting if the time and place thereof are
announced at the meeting at which adjournment is taken.
Section 2.7. Organization. Meetings of the Board of Directors shall
be presided over by the Chairman, or in the absence of the Chairman by a Vice
Chairman, if any, or in the absence of a Vice Chairman by the President, if
any, or in their absence by a chairman chosen at the meeting. The Secretary,
or in the absence of the Secretary an Assistant Secretary, shall act as
secretary of the meeting, but in the absence of the Secretary and any
Assistant Secretary the chairman of the meeting may appoint any person to act
as secretary of the meeting.
Section 2.8. Action by Directors Without a Meeting. Unless otherwise
restricted by the certificate of incorporation or these by-laws, any action
required or permitted to be taken at any meeting of the Board of Directors, or
of any committee thereof, may be taken without a meeting if all members of the
Board or of such 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.
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Section 2.9. Compensation of Directors. The Board of Directors shall
have the authority to fix the compensation of directors.
ARTICLE III
Committees
Section 3.1. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees,
each committee to consist of two 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 such member or members constitute a quorum, may
unanimously appoint another member of the Board to act at the meeting in place
of any such absent or disqualified member. Any such committee, to the extent
permitted by applicable law and provided in the resolution of the Board or in
these by-laws, 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. Such committee or committees shall have such name or names as
may be stated in these by-laws or as may be determined from time to time by
resolution adopted by the Board of Directors. The committees shall keep
regular minutes of their proceedings and report the same to the Board of
Directors when required. If the committee is for the purpose of managing the
business of a division of the Corporation, at the option of the Board of
Directors and provided that two directors serve on such committee, one or more
of the members of the committee may be an officer or officers or employee or
employees of the Corporation or a subsidiary thereof who are not directors,
provided further that neither the quorum nor any action of the committee shall
be determined by the presence or vote of any such member who is not a
director.
The Executive Committee, if one shall be designated, to the extent
permitted by applicable law shall have and may exercise all the powers and
authority of the Board of Directors 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. Except as otherwise provided
from time to time in resolutions passed by a majority of the whole Board of
Directors, the powers and authority of the Executive Committee shall include
the power and authority to declare a dividend on stock, to authorize the
issuance of stock and to adopt a certificate of ownership and merger pursuant
to Section 253 of the Delaware General Corporation Law.
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The Audit Committee, if one shall be designated, shall be composed of
at least three directors, all of whom shall be persons who are not officers or
employees of the Corporation or any of its parents or affiliates. Such
Committee shall have the duty to advise the Board of Directors and the
officers generally in matters relating to audits of the records of account of
the Corporation and its subsidiaries. Such Committee shall recommend to the
Board of Directors the nomination of the independent public accountants for
the ensuing fiscal year, shall meet from time to time with the independent
public accountants to review the scope of any proposed audit and to review the
financial statements of the corporation and its subsidiaries and the public
accountants# certificate relating thereto, and may also meet with such
internal auditors as may be employed by the Corporation or its subsidiaries.
The Finance Committee, if one shall be designated, shall direct the
financial and investment policy of the Corporation. Subject to the control of
the Board of Directors, it shall have power to invest and reinvest the assets
of the Corporation in such securities or other property as it may elect and to
change such investments at such time or times as it may deem proper, all
subject to the requirements of law, and to assist, counsel and advise the
Finance and Investment Committees of the Corporation#s subsidiaries. All
action taken by the Finance Committee shall be reported to the Board at its
meeting next succeeding such action.
Section 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board may adopt, amend and repeal
rules for the conduct of its business. In the absence of a provision by the
Board or a provision in the rules of such committee to the contrary, a
majority of the members of such committee shall constitute a quorum for the
transaction of business, the vote of a majority of the members present at a
meeting at the time of such vote if a quorum is then present shall be the act
of such committee, and in other respects each committee shall conduct its
business in the same manner as the Board conducts its business pursuant to
Article II of these by-laws.
ARTICLE IV
Officers
Section 4.1. Officers; Election. As soon as practicable after the
annual meeting of stockholders in each year, the Board of Directors shall
elect a Chairman and a Secretary, and it may, if it so determines, elect one
or more Vice Chairman and a President. The Board may also elect one or more
Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers and such other
officers as the Board may deem desirable or appropriate and may
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give any of them such further designations or alternate titles as it
considers desirable. Any number of offices may be held by the same person.
Section 4.2. Term of Office; Resignation; Removal Vacancies. Except
as otherwise provided in the resolution of the Board of Directors electing any
officer each officer shall hold office until the first meeting of the Board
after the annual meeting of stockholders next succeeding his or her election,
and until his or her successor is elected and qualified or until his or her
earlier resignation or removal. Any officer may resign at any time upon
written notice to the Board or to the Chairman or the Secretary of the
Corporation. Such resignation shall take effect at the time specified therein,
and no acceptance of such resignation shall be necessary to make it effective.
The Board may remove any officer with or without cause at any time. Any such
removal shall be without prejudice to the contractual rights of such officer,
if any, with the Corporation, but the election of an officer shall not of
itself create contractual rights. Any vacancy occurring in any office of the
Corporation by death, resignation, removal or otherwise may be filled for the
unexpired portion of the term by the Board at any regular or special meeting.
Section 4.3. Chairman. The Chairman shall preside at all meetings of
the Board of Directors and of the stockholders at which he or she shall be
present. The Chairman shall be the chief executive officer and shall have
general charge and supervision of the business of the Corporation and, in
general, shall perform all duties incident to the office of chairman of a
corporation and such other duties as may, from time to time, be assigned to
him or her by the Board or as may be provided by law.
Section 4.4. Vice Chairman. In the absence of the Chairman, a Vice
Chairman, if any, shall preside at all meetings of the Board of Directors and
of the stockholders at which he or she shall be present and shall have and may
exercise such powers as may, from time to time, be assigned to him or her by
the Board or as may be provided by law.
Section 4.5. President. In the absence of the Chairman and a Vice
Chairman, the President, if any, shall preside at all meetings of the Board of
Directors and of the stockholders at which he or she shall be present and
shall have and may exercise such powers as may, from time to time, be assigned
to him or her by the Board or as may be provided by law.
Section 4.6. Vice Presidents. The Vice President or Vice Presidents,
at the request or in the absence of the President or during the President#s
inability to act, shall perform the duties of the President, and when so
acting shall have the powers of the President. Vice Presidents include all
Executive Vice Presidents and Senior Vice Presidents. If there be more than
one
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Vice President, the Board of Directors may determine which one or
more of the Vice Presidents shall perform any of such duties; or if such
determination is not made by the Board, the Chairman may make such
determination; otherwise any of the Vice Presidents may perform any of such
duties. The Vice President or Vice Presidents shall have such other powers and
shall perform such other duties as may, from time to time, be assigned to him
or her or them by the Board or the Chairman or as may be provided by law.
Section 4.7. Secretary. The Secretary shall have the duty to record
the proceedings of the meetings of the stockholders, the Board of Directors
and any committees in a book to be kept for that purpose, shall see that all
notices are duly given in accordance with the provisions of these by-laws or
as required by law, shall be custodian of the records of the Corporation, may
affix the corporate seal to any document the execution of which, on behalf of
the Corporation, is duly authorized, and when so affixed may attest the same,
and, in general, shall perform all duties incident to the office of secretary
of a corporation and such other duties as may, from time to time, be assigned
to him or her by the Board or the Chairman or as may be provided by law.
Section 4.8. Treasurer. The Treasurer shall have charge of and be
responsible for all funds, securities, receipts and disbursements of the
Corporation and shall deposit or cause to be deposited, in the name of the
Corporation, all moneys or other valuable effects in such banks, trust
companies or other depositories as shall, from time to time, be selected by or
under authority of the Board of Directors. If required by the Board, the
Treasurer shall give a bond for the faithful discharge of his or her duties,
with such surety or sureties as the Board may detain. The Treasurer shall keep
or cause to be kept full and accurate records of all receipts and
disbursements in books of the Corporation, shall render to the Chairman and to
the Board, whenever requested, an account of the financial condition of the
Corporation, and, in general, shall perform all the duties incident to the
office of treasurer of a corporation and such other duties as may, from time
to time, be assigned to him or her by the Board or the Chairman or as may be
provided by law.
Section 4.9. Other Officers. The other officers, if any, of the
Corporation, including any Assistant Vice Presidents, shall have such powers
and duties in the management of the Corporation as shall be stated in a
resolution of the Board of Directors which is not inconsistent with these
by-laws and, to the extent not so stated, as generally pertain to their
respective offices, subject to the control of the Board. The Board may require
any officer, agent or employee to give security for the faithful performance
of his or her duties.
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ARTICLE V
Stock
Section 5.1. Certificates. Every holder of stock in the Corporation
shall be entitled to have a certificate signed by or in the name of the
Corporation by the Chairman or a Vice Chairman, if any, or the President, if
any, or a Vice President and by the Treasurer or an Assistant Treasurer, or
the Secretary or an Assistant Secretary, of the Corporation, certifying the
number of shares owned by such holder in the Corporation. If such certificate
is manually signed by one officer or manually countersigned by a transfer
agent or by a registrar, any other signature on the certificate may be a
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if such
person were such officer, transfer agent or registrar at the date of issue.
Section 5.2. Lost, Stolen or Destroyed Stock Certificates: Issuance
of New Certificates. The Corporation may issue a new certificate of stock in
the place of any certificate theretofore issued by it, alleged to have been
lost, stolen-or destroyed, and the Corporation may require the owner of the
lost, stolen or destroyed certificate, or such owner#s legal representative,
to give the Corporation a bond sufficient to indemnify it against any claim
that may be made against it on account of the alleged loss, theft or
destruction of any such certificate or the issuance of such new certificate.
ARTICLE VI
Miscellaneous
Section 6.1. Fiscal Year. The fiscal year of the Corporation shall be
the calendar year.
Section 6.2. Seal. The Corporation may have a corporate seal which
shall have the name of the Corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors. The
corporate seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced.
Section 6.3. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Whenever notice is required to be given by law or under any
provision of the certificate of incorporation or these by-laws, a written
waiver
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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 stockholders, directors or members of a committee of directors
need be specified in any written waiver of notice unless so required by the
certificate of incorporation or these by-laws.
Section 6.4. Indemnification of Directors, Officers and Employees.
The Corporation shall indemnify to the full extent authorized by law any
person made or threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether criminal, civil, administrative
or investigative, by reason of the fact that such person or such person#s
testator or intestate is or was a director, officer or employee of the
Corporation or serves or served at the request of the Corporation any other
enterprise as a director, officer, employee or agent. For purposes of this
by-law, the term "Corporation" shall include any predecessor of the
Corporation and any constituent corporation (including any constituent of a
constituent) absorbed by the Corporation in a consolidation or merger: the
term "other enterprise" shall include any corporation, partnership, joint
venture, trust or employee benefit plan; service "at the request of the
Corporation" shall include service as a director, officer or employee of the
Corporation which imposes duties on, or involves services by, such director,
officer or employee with respect to an employee benefit plan, its participants
or beneficiary; any excise taxes assessed on a person with respect to an
employee benefit plan shall be deemed to be indemnifiable expenses; and action
by a person with respect to an employee benefit plan which such person
reasonably believes to be in the interest of the participants and
beneficiaries of such plan shall be deemed to be action not opposed to the
best interests of the Corporation.
Section 6.5. Interested Directors; Quorum. No contract or transaction
between the Corporation and one or more of its directors or officers, or
between the Corporation and any other corporation, partnership, association or
other organization in which one or more of its directors or officers are
directors or officers, or have a financial interest, shall be void or voidable
solely for this reason, or solely because the director or officer is present
at or participates in the meeting of the Board of Directors or committee
thereof which authorizes the contract or transaction, or solely because his or
her or their votes are counted for such purpose, if: (1) the material facts as
to his or her relationship or interest and as to the contract or transaction
are disclosed or are known to the Board or the committee, and the Board or
committee in good faith authorizes the contract or
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transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than
a quorum; or (2) the material facts as to his or her relationship or interest
and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or (3) the
contract or transaction is fair as to the Corporation as of the time it is
authorized, approved or ratified, by the Board, a committee thereof or the
stockholders. Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board or of a committee which
authorizes the contract or transaction.
Section 6.6. 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 for within a reasonable time. The Corporation shall so convert
any records so kept upon the request of any person entitled to inspect the
same.
Section 6.7. Dividends. Subject to the provisions of the certificate
of incorporation, the Board of Directors may, out of funds legally available
therefor at any regular or special meeting, declare dividends upon the capital
stock of the Corporation as and when they deem expedient. Before declaring any
dividend, the Board may cause to be set apart out of any funds of the
Corporation available for dividends, such sum or sums as the directors from
time to time in their discretion deem proper forworking capital or as a
reserve fund to meet contingencies or for equalizing dividends or for such
other purposes as the directors shall deem conducive to the interests of the
Corporation.
Section 6.8. Checks. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name
of the Corporation shall be signed by such officer or officers, agent or
agents of the Corporation, and in such manner as shall be determined from time
to time by resolution of the Board of Directors.
Section 6.9. Amendment of By-Laws. These by-laws may be amended or
repealed, and new by-laws adopted, by the affirmative vote of a majority of
the Board of Directors, but the holders of a majority of the shares then
entitled to vote may adopt additional by-laws and may amend or repeal any
by-law whether or not adopted by them.
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State of Delaware
PAGE 1
Office of the Secretary of State
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED
CERTIFICATE OF "AMERICAN INTERNATIONAL GROUP. INC.", FILED IN THIS OFFICE ON
THE THIRTIETH DAY OF NOVEMBER, A.D. 1994, AT 9 O'CLOCK A.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT
COUNTY RECORDER OF DEEDS FOR RECORDING.
0658607 8100
[SEAL] /s/ EDWARD J. FREEL
944231025 ------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 7320247
DATE: 12-01-94