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EXHIBIT 3.2
Amended and Restated
as of February 28, 1997
BY-LAWS
OF
KTI, INC.
(hereinafter called the "Corporation")
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of the Corporation
shall be in the State of New Jersey.
Section 2. Other Offices. The Corporation may also have offices at such
other places both within and without the State of New Jersey as the Board of
Directors may from time to time determine.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. Place of Meetings. Meetings of the shareholders for the
election of Directors or for any other purpose shall be held at such time and
place, either within or without the State of New Jersey as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.
Section 2. Annual Meetings. The Annual Meeting of Shareholders for the
election of Directors, and the transaction of such other business as may
properly come before such meeting shall be held on such date and at such time as
shall be designated from time to time by the Board of Directors and stated in
the notice of the Meeting. Written notice of the Annual Meeting stating the
place, date and hour and purpose or purposes of the meeting shall be given to
each shareholder entitled to vote at such meeting not less than ten nor more
than sixty days before the date of the meeting.
Section 3. Special Meetings. Unless otherwise prescribed by law or by
the Certificate of Incorporation, Special Meetings of Shareholders, for any
purpose or purposes, may be called by a majority of the Board of Directors, the
Chairman of the Board of Directors (the "Chairman") or the President. Such
request shall state the purpose or purposes of the proposed Meeting. Unless
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otherwise required by law, written notice of a Special Meeting stating the
place, date and hour of the Meeting and the purpose or purposes for which the
Meeting is called shall be given not less than ten nor more than sixty days
before the date of the Meeting to each shareholder entitled to vote at such
meeting.
Section 4. Quorum. Except as otherwise provided by law or by the
Certificate of Incorporation, the holders of a majority of the capital stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all Meetings of Shareholders
for the transaction of business. If, however, such quorum shall not be present
or represented at any Meeting of Shareholders, the shareholders entitled to vote
thereat, present in person or represented by proxy, shall have power to adjourn
the Meeting from time to time, without notice other than announcement at the
Meeting, until a quorum shall be present or represented. At such adjourned
Meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the Meeting as originally
noticed. 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 shareholder entitled to vote at the
Meeting.
Section 5. Voting. Unless otherwise required by law, the Certificate of
Incorporation or these By-Laws, any question brought before any Meeting of
Shareholders shall be decided by the vote of the holders of a majority of the
stock represented and entitled to vote thereat. Unless otherwise provided by law
or the Certificate of Incorporation, each shareholder represented at a Meeting
of Shareholders shall be entitled to cast one vote for each share of the capital
stock entitled to vote thereat held by such shareholder. Such votes may be cast
in person or by proxy, but no proxy shall be voted on or after 11 months from
its date, unless such proxy provides for a longer period, and in no event shall
a proxy be valid after three years from its date. The Board of Directors, in its
discretion, or the Officer of the Corporation presiding at a Meeting of
Shareholders, in such Officer's discretion, may require that any votes cast at
such Meeting shall be cast by written ballot, and such ballot shall be so
required at an election of Directors if a shareholder so demands at the election
and before the voting begins.
Section 6. Consent of Shareholders in Lieu of Meeting. Unless otherwise
provided by law or in the Certificate of Incorporation, any action required or
permitted to be taken at any Annual or Special Meeting of Shareholders of the
Corporation may be taken without a meeting, without prior notice and without a
vote, if all the shareholders entitled to vote thereon consent thereto in
writing; provided that in the case of action taken pursuant to Chapter 10 of the
New Jersey Business Corporation Act (the "NJBCA"), such action may be taken
without a meeting only if all shareholders entitled to vote thereon sign the
written consent and the advance notice required by subsection 14A:5-6 of the
NJBCA is given to all other shareholders. Unless otherwise provided by law or in
the Certificate of Incorporation any action required or permitted to be taken at
any Annual or Special Meeting of Shareholders of the Corporation, other than the
annual election of Directors, may be taken without a meeting and without a vote
upon the written consent of shareholders who would have been entitled to cast
the minimum number of votes which would be necessary to authorize such action at
a meeting at which all shareholders entitled to vote thereon were present and
voting; provided that if such written consent is not signed by all shareholders
who would have been entitled to vote thereon, the advance notice required by
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subsection 14A:5-6 of the NJBCA, if applicable, shall be given to those
shareholders who have not consented in writing.
Section 7. List of Shareholders Entitled to Vote. The Officer or agent
of the Corporation who has charge of the stock transfer books of the Corporation
shall make and certify before every Meeting of Shareholders, a complete list of
the shareholders entitled to vote at the Meeting, arranged in alphabetical order
within each class, series or group of shareholders maintained by the Corporation
for convenience of reference, and showing the address of each shareholder and
the number of shares registered in the name of each shareholder. 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 shareholder of the Corporation who is
present. The list shall be prima facie evidence as to who are the shareholders
entitled to examine such list or to vote in person or by proxy at any Meeting of
Shareholders.
ARTICLE III
DIRECTORS
Section 1. Number and Election of Directors. The Board of Directors
shall consist of not less than three Directors, with the actual number to be
fixed from time to time by a vote of the majority of the Directors then in
office. A Director shall hold office until the Annual Meeting of Shareholders or
thereafter when such Director's successor shall be elected and shall qualify,
subject, however, to prior death, resignation, retirement, disqualification or
removal from office. Except as provided in Section 2 of this Article, Directors
shall be elected by a plurality of the votes cast at Annual Meetings of
Shareholders. Any Director may resign at any time upon notice to the
Corporation. Directors need not be shareholders.
Section 2. Nominations. Nominations for the election of Directors may
be made by the Board of Directors, by a committee appointed by the Board of
Directors or by any shareholder entitled to vote in the election of Directors
generally. Any shareholder entitled to vote in the election of Directors
generally may nominate one or more persons for election as Directors at a
Shareholders' Meeting only if written notice of such shareholder's intent to
make such nomination or nominations has been given, either by personal delivery
or by United States mail, postage prepaid, to the Chairman not later than (i)
with respect to an election to be held at an Annual Meeting of Shareholders 90
days prior to the anniversary date of the immediately preceding Annual Meeting,
and (ii) with respect to an election to be held at a Special Meeting of
Shareholders for the election of Directors, the close of business on the tenth
day following the date on which notice of such Meeting is first given to the
shareholders. Each such notice shall set forth: (a) the name and address of the
shareholder who intends to make the nominations and of the person or persons to
be nominated; (b) each nominee's age and principal occupation or employment; (c)
the number of shares of stock of the Corporation beneficially owned by each
nominee; (d) a representation that the shareholder is a holder of record of
stock of the Corporation entitled to vote at such Meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice; (e) a description of all arrangements or understandings between
the shareholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are
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to be made by the shareholder; (f) such other information regarding each nominee
proposed by such shareholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission and any other information or tangible evidence, such as fingerprints,
which any governmental agency may require the Corporation to provide pursuant to
any federal or state law, rule or regulation and (g) the consent of each nominee
to serve as a Director of the Corporation if so elected. A shareholder who does
not comply with the foregoing procedures may be precluded from nominating a
candidate for election as a Director at a Meeting of Shareholders.
Notwithstanding anything to the contrary contained in this Section 2, if the
Corporation is required to obtain the consent of any governmental agency prior
to the election of any person nominated by a shareholder or if the Board of
Directors or any committee of the Board of Directors determines that a nominee
if elected would jeopardize the retention of any authorization held by the
Corporation issued by a governmental agency, the Board of Directors or any
committee of the Board of Directors may strike such nominee from the ballot or
determine not to place the nominee on the ballot.
Section 3. Vacancies. Any vacancy on the Board of Directors that
results from an increase in the number of Directors may be filled by a majority
of the Board of Directors then in office, and any other vacancy occurring in the
Board of Directors may be filled by a majority of the Directors then in office,
although less than a quorum, or by a sole remaining Director.
Section 4. Duties and Powers. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of Directors
which may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Certificate of Incorporation or
by these By-Laws directed or required to be exercised or done by the
shareholders.
Section 5. Meetings. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of New
Jersey. Regular meetings of the Board of Directors may be held without notice at
such time and at such place as may from time to time be determined by the Board
of Directors. Special meetings of the Board of Directors may be called by the
Chairman, the Vice Chairman, if there be one or more,, the President, or any two
Directors. Notice thereof stating the place, date and hour of the meeting shall
be given to each Director either by mail not less than forty-eight (48) hours
before the date of the meeting, by telephone, facsimile or telegram on
twenty-four (24) hours' notice, or on such shorter notice as the person or
persons calling such meeting may deem necessary or appropriate in the
circumstances.
Section 6. Quorum. Except as may be otherwise specifically provided by
law, the Certificate of Incorporation or these By-Laws, at all meetings of the
Board of Directors or any committee thereof, a majority of the entire Board of
Directors shall constitute a quorum for the transaction of business and the
majority of the directors on any committee present at any meeting shall
constitute a quorum for such committee. The act of a majority at such meeting
shall be the act of the Board of Directors or of the committee. If a quorum
shall not be present at any meeting of the Board of Directors or of any
committee the Directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.
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Section 7. Actions of Board. Unless otherwise provided 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 the members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.
Section 8. Meetings by Means of Conference Telephone. Unless otherwise
provided by the Certificate of Incorporation of these By-Laws, members of the
Board of Directors of the Corporation, or any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of a 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 Section 8 shall constitute
presence in person at such meeting.
Section 9. Committees. The Board of Directors shall have four standing
committees, the Audit Committee, the Compensation Committee, the Executive
Committee and the Nominating Committee. The Board of Directors may, by
resolution passed by a majority of the entire Board of Directors, designate one
or more additional committees, each committee to consist of one or more of the
Directors of the Corporation. The Board of Directors may designate one or more
Directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of any such committee. In the absence or
disqualification of a member of a committee, and in the absence of a designation
by the Board of Directors of an alternate member to replace the absent or
disqualified member, the member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any absent or disqualified member. Each committee,
having more than one Director as a member shall elect a director on such
committee as the Chairperson of such committee. Any committee, to the extent
allowed by law and as expressly provided in the resolution establishing such
committee, 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,
except that no committee shall have the power to declare dividends, to elect or
remove officers, or to authorize the issue of any class of stock of the
Corporation. Each committee shall keep regular minutes and report to the Board
of Directors when required.
Section 9.A. The Audit Committee. The Audit Committee shall consist of
not less than three Directors, who are not employees of the Corporation or of
any of its subsidiaries and who do not have any significant personal or
corporate business relationships with Corporation or any of its subsidiaries.
The members of the Audit Committee shall be elected by the Board of Directors.
The Audit Committee is authorized and directed to: (a) review the procedures and
policies of the Corporation and its subsidiaries, including but not limited to:
(i) internal security of cash and other assets, (ii) financial controls and
policies, and (iii) risk management and insurance coverages; (b) to confer with
the Officers of the Corporation responsible for financial matters and with
auditors (i) to develop a recommendation to the Board of Directors of the
Corporation for the scope of the audit, (ii)to cause bids to be obtained to
audit the financial statements of the
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Corporation, (iii) to make recommendations to the Board of Directors of a firm
of independent certified public accountants to employ for the annual audit, (iv)
to meet with the auditors upon completion of the audit to review the financial
statements, internal financial controls and to receive comments as to
deficiencies, if any, and (v) to review management responses to such comments
and (c) to carry out such other duties and functions as are customary for the
Audit Committee of a publicly traded corporation or are assigned to the Audit
Committee by the Board of Directors of the Corporation.
The Audit Committee shall meet not less than twice per year and at such other
times as it deems advisable (a) to make recommendations as to the scope of the
audit and to recommend an auditor to conduct the annual audit and (b) to receive
the report of the auditors and thereafter to report its recommendations or
findings to the Board of Directors. The Audit Committee shall keep minutes of
its meetings. The Audit Committee may confer directly with any Officer or
employee of the Corporation at its sole discretion.
Section 9.B. The Compensation Committee. The Compensation Committee
shall consist of not less than two Directors, who are not employees of the
Corporation or of any of its subsidiaries and who do not have any significant
personal or corporate business relationships with Corporation or any of its
subsidiaries. The members of the Compensation Committee shall be elected by the
Board of Directors. The Compensation Committee shall administer the
Corporation's 1994 Long-Term Compensation Incentive Award Plan and any successor
or similar plans, the making of recommendations concerning other bonuses, stock
options, performance, achievement or other incentive plans, and the
determination of salaries of employees who are Directors of the Corporation.
Section 9.C. The Executive Committee. The Executive Committee shall
consist of not less than three Directors. The members of the Executive Committee
shall be elected by the Board of Directors. The function of the Executive
Committee is to review the businesses of the Corporation and to advise the Board
of Directors and the Officers of the Corporation as to potential business
opportunities, strategies and acquisitions and divestitures. The Executive
Committee does not make decisions but acts in an advisory capacity only.
Section 9.D. The Nominating Committee. The Nominating Committee shall
consist of not less than three Directors, at least one of whom is not an
employee of the Corporation or of any of its subsidiaries and who do not have
any significant personal or corporate business relationships with Corporation or
any of its subsidiaries. The members of the Nominating Committee shall be
elected by the Board of Directors. The Nominating Committee shall consider the
size and composition of the Board of Directors, review the performance of
Officers and Directors, and recommend individuals for retention or election as
Officers or Directors
Section 10. Compensation. The Directors may be paid their expenses, if
any, of attendance at each meeting of the Board of Directors and may be paid a
fixed sum for attendance at each meeting of the Board of Directors or a stated
salary or retainer as director. No such payment shall preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings.
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Section 11. Interested Directors. 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 such Director's or
Officer's or their votes are counted for such purpose if (i) the material facts
as to such Director's or Officer's or their relationship or interest and as to
the contract or transaction are disclosed or are known to the Board of Directors
or the committee, and the Board of Directors or committee in good faith
authorizes, approves, or ratifies the contract or transaction by the affirmative
vote of a majority of the disinterested Directors, even though the disinterested
Directors be less than a quorum; or (ii) the material facts as to such
Director's or Officer's or their relationship or interest and as to the contract
or transaction are disclosed or are known to the shareholders entitled to vote
thereon, and the contract or transaction is specifically authorized, approved or
ratified in good faith by the shareholders; or (iii) the contract or transaction
is fair and reasonable as to the Corporation as of the time it is authorized,
approved or ratified, by the Board of Directors, a committee thereof or the
shareholders. Common or interested Directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.
ARTICLE IV
OFFICERS
Section 1. General. The Officers of the Corporation shall be chosen by
the Board of Directors and shall be a Chairman of the Board of Directors, a
President, the Chairman of the Executive Committee, a Secretary, a Treasurer and
a Controller. The Board of Directors, in its discretion, may also choose one or
more Vice Chairman of the Board of Directors (each of whom must be a Director)
and one or more Senior Vice Presidents, one or more Vice Presidents, one or more
Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and other
officers. Any number of offices may be held by the same person, unless otherwise
prohibited by law, the Certificate of Incorporation or these By-Laws. The
Officers of the Corporation need not be shareholders of the Corporation nor,
except in the case of the Chairman of the Board of Directors, the Chairman of
the Executive Committee and any Vice Chairman of the Board of Directors, need
such Officers be Directors of the Corporation.
Section 2. Election. The Board of Directors shall elect the Officers of
the Corporation who shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined from time to time by
the Board of Directors. Any vacancy occurring in any office of the Corporation
shall be filled by the Board of Directors.
Section 3. Voting Securities Owned by the Corporation. Powers of
attorney, proxies, waivers of notice of meeting, consents and other instruments
relating to securities owned by the Corporation may be executed in the name of
and on behalf of the Corporation by the Chairman,
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any Vice Chairman, the President, the Chairman of the Executive Committee, any
Senior Vice President or any Vice President and any such Officer may, in the
name of and on behalf of the Corporation, take all such action as any such
Officer may deem advisable to vote in person or by proxy at any meeting of
security holders of any corporation in which the Corporation may own securities
and at any such meeting shall possess and may exercise any and all rights and
power incident to the ownership of such securities and which, as the owner
thereof, the Corporation might have exercised and possessed if present. The
Board of Directors may, by resolution, from time to time confer like powers upon
any other person or persons.
Section 4. Chairman of the Board of Directors. The Chairman shall
preside at all Meetings of Shareholders and of the Board of Directors, and may
be the Chief Executive Officer of the Corporation. Except where by law the
signature of the President is required, the Chairman shall possess the same
power as the President to sign all contracts, certificates and other instruments
of the Corporation which may be authorized by the Board of Directors. The
Chairman shall also perform such other duties and may exercise such other powers
as from time to time may be assigned to the Chairman by these By-Laws or by the
Board of Directors. During the absence or disability of the President, the
Chairman shall exercise all the powers and discharge all the duties of the
President.
Section 5. Chief Executive Officer. The Chief Executive Officer shall,
subject to the control of the Board of Directors, have general supervision of
the business of the Corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect. Such Officer shall execute all
bonds, mortgages, contracts and other instruments of the Corporation requiring a
seal, under the seal of the Corporation, except where required or permitted by
law to be otherwise signed and executed and except that the other Officers of
the Corporation may sign and execute documents when so authorized by these
By-Laws, the Board of Directors or the Chief Executive Officer. In the absence
or disability of the Chairman of the Board of Directors, or if there be none,
the President shall preside at all Meetings of Shareholders and the Board of
Directors. The Chief Executive Officer shall also perform such other duties and
may exercise such other powers as from time to time may be assigned to Such
Officer by these By-Laws or by the Board of Directors.
Section 6. President. The Board of Directors shall appoint a President
who may have the duties of the Chief Operating Officer unless another officer of
the Corporation is so designated. The President shall have such duties as
delegated to Such Officer by the Chief Executive Officer, and such other
responsibilities as are delegated to the President by law, the Certificate of
Incorporation or these By-Laws.
Section 7. Chief Operating Officer. The Chief Operating Officer shall,
subject to the control of the Board of Directors and the Chief Executive
Officer, have general supervision over the operations of the Corporation and
shall see that all orders and resolutions of the Board of Directors and all
orders of the Chief Executive Officer are carried into effect.
Section 7.A. The Chairman of the Executive Committee. The Chairman of
the Executive Committee shall preside at all meeting of the Executive Committee
and shall have primary
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responsibility for the review of all acquisitions or divestitures by the
Corporation of new or existing businesses.
Section 8. Senior Vice Presidents, Vice Presidents and Assistant Vice
Presidents. At the request of the Chief Executive Officer or in such Officer's
absence or in the event of such Officer's inability or refusal to act, the Chief
Operating Officer, the President, the Chairman of the Executive Committee, the
Senior Vice President or the Senior Vice Presidents if there are more than one
(in the order designated by the Board of Directors), the Vice President or the
Vice Presidents if there is more than one (in the order designated by the Board
of Directors) shall perform the duties of the Chief Executive Officer, and when
so acting, shall have all the powers of and be subject to all the restrictions
upon the Chief Executive Officer. Each Senior Vice President and each Vice
President shall perform such other duties and have such other powers as the
Board of Directors, the Chief Executive Officer, the Chairman, the Chief
Operating Officer, the President or the Chairman of the Executive Committee from
time to time may prescribe. If there be no Chief Executive Officer, no Chairman,
no Chief Operating Officer, no President, no Chairman of the Executive
Committee, no Senior Vice President and no Vice President, the Board of
Directors shall designate the Officer of the Corporation who, in the absence of
the Chief Executive Officer or in the event of the inability or refusal of the
Chief Executive Officer to act, shall perform the duties of the Chief Executive
Officer, and when so acting, shall have all the powers of and be subject to all
the restrictions upon the Chief Executive Officer. Assistant Vice Presidents
shall perform such duties and have such powers as the Board of Directors, the
Chairman or the President from time to time may prescribe.
Section 9. Secretary. The Secretary shall attend all meetings of the
Board of Directors and all Meetings of Shareholders and record all the
proceedings thereat in a book or books to be kept for that purpose; the
Secretary shall also perform like duties for the standing committees when
required. The Secretary shall give, or cause to be given, notice of all Meetings
of Shareholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or the
Chief Executive Officer, under whose supervision Such Officer shall be. If the
Secretary shall be unable or shall refuse to cause to be given notice of all
meetings of the shareholders and special meetings of the Board of Directors, and
if there be no Assistant Secretary, then either the Board of Directors or the
Chief Executive Officer may choose another Officer to cause such notice to be
given. The Secretary shall have custody of the seal of the Corporation and the
Secretary or any Assistant Secretary, if there be one, shall have authority to
affix the same to any instrument requiring it and when so affixed, it may be
attested by the signature of the Secretary or by the signature of any such
Assistant Secretary. The Board of Directors may give general authority to any
other officer to affix the seal of the Corporation and to attest the affixing by
Such Officer's signature. The Secretary shall see that all books, reports,
statements, certificates and other documents and records required by law to be
kept or filed are properly kept or filed, as the case may be.
Section 10. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the
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Board of Directors, the Chief Executive Officer, the Chairman, the Chief
Operating Officer, the President or the Chairman of the Executive Committee,
taking proper vouchers for such disbursements, and shall render to the Chief
Executive Officer and the Board of Directors, at its regular meetings, or when
the Board of Directors so requires, an account of all such person's transactions
as Treasurer and of the financial condition of the Corporation. If required by
the Board of Directors, the Treasurer shall give the Corporation a bond in such
sum and with such surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of such office and for the
restoration to the Corporation, in case of such Officer's death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in such person's possession or control belonging
to the Corporation.
Section 11. Controller. The Controller shall have such duties and
responsibilities as may be assigned to such person by the Chairman, the
President, The Chairman of the Executive Committee or the Treasurer.
Section 12. Assistant Secretaries. Except as may be otherwise provided
in these By-Laws, Assistant Secretaries, if there be any, shall perform such
duties and have such powers as from time to time may be assigned to them by the
Board of Directors, the Chief Executive Officer, or the Secretary, and in the
absence of the Secretary or in the event of such Secretary's disability or
refusal to act, shall perform the duties of the Secretary, and when so acting,
shall have all the power of and be subject to all the restrictions upon the
Secretary.
Section 12. Assistant Treasurers. Assistant Treasurers, if there be
any, shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the Chief Executive Officer, the
Chairman, the President, the Chairman of the Executive Committee or the
Treasurer, and in the absence of the Treasurer or in the event of such
Treasurer's disability or refusal to act, shall perform the duties of the
Treasurer, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the Treasurer. If required by the Board of Directors,
an Assistant Treasurer shall give the Corporation a bond in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of such office and for the restoration to
the corporation, in case of death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in such person's possession or control belonging to the Corporation.
Section 13. Other Officers. Such other officers as the Board of
Directors may choose shall perform such duties and have such powers as from time
to time may be assigned to them by the Board of Directors, the Chairman, the
President The Chairman of the Executive Committee. The Board of Directors may
delegate to any other officer of the Corporation the power to choose such other
officers and to prescribe their respective duties and powers.
ARTICLE V
STOCK
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Section 1. Form of Certificates. Every holder of stock in the
Corporation shall be entitled to have a certificate signed, in the name of the
Corporation (i) by the Chairman or a Vice Chairman of the Board of Directors, or
the President or a Senior Vice President or a Vice President and (ii) by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the Corporation. The certificate shall state upon its face that the
Corporation is organized under the laws of the State of New Jersey, the name of
the person to whom issued, and the number and class of shares, and the
designation of series, if any, which such certificate represents.
Section 2. Signatures. Where a certificate is countersigned by (i) a
transfer agent other than the Corporation or its employee, or (ii) a registrar
other than the Corporation or its employee, 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 he were such Officer, transfer agent or registrar at the date of issue.
Section 3. Lost Certificates. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or his legal representative, to advertise the same in such manner
as the Board of Directors shall require and/or to give the Corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.
Section 4. Transfers. Stock of the Corporation shall be transferable in
the manner prescribed by law and in these By-Laws. Transfers of stock shall be
made on the books of the Corporation only by the person named in the certificate
or by his attorney lawfully constituted in writing and upon the surrender of the
certificate therefor, which shall be canceled before a new certificate shall be
issued.
Section 5. Record Date. In order that the Corporation may determine the
shareholders entitled to notice of or to vote at any Meeting of Shareholders or
any adjournment thereof, or entitled 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 days nor less than ten days
before the date of such meeting, nor more than sixty days prior to the date
fixed for tabulation of written consents (or, if no tabulation date has been
fixed, no more than sixty days prior to the last day on which consents received
may be counted under the NJBCA), nor more than sixty days prior to any other
action. A determination of shareholders of record entitled to notice of or to
vote at a Meeting of Shareholders shall apply to
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any adjournment of the Meeting; provided, however, that the Board of Directors
may fix a new record date for the adjourned Meeting.
Section 6. Beneficial Owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and 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, except as otherwise provided by
law.
ARTICLE VI
NOTICES
Section 1. Notices. Whenever written notice is required by law, the
Certificate of Incorporation or these By-Laws, to be given to any director,
member of a committee or shareholder, such notice may be given by mail,
addressed to such director, member of a committee or shareholder, at such
person's address as it appears on the records of the Corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail. Written notice may also
be given personally or by telecopy, telegram, telex or cable.
Section 2. Waivers of Notice. Whenever any notice is required by law,
the Certificate of Incorporation or these By-Laws, to be given to any director,
member of a committee or shareholder, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Dividends. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, and may be paid in cash, in property, or in shares of the capital
stock. Before payment of any dividend, there may be set aside out of any funds
of the Corporation available for dividends such sum or sums as the Board of
Directors from time to time, in its absolute discretion, deems proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for any proper
purpose, and the Board of Directors may modify or abolish any such reserve.
Section 2. Disbursements. All checks or demands for money and notes of
the Corporation shall be signed by such Officer or Officers or such other person
or persons as the Board of Directors may from time to time designate.
Section 3. Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.
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Section 4. Corporate Seal. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the words
"Corporate Seal, New Jersey". The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.
ARTICLE VIII
AMENDMENTS
Section 1. These By-Laws may be altered, amended or repealed, in whole
or in part, or new By-Laws may be adopted by the shareholders or by the Board of
Directors, provided, however, that notice of such alteration, amendment, repeal
or adoption of new By-Laws be contained in the notice of such Meeting of
Shareholders or Board of Directors as the case may be. All such amendments must
be approved either by the holders of a majority of the outstanding capital stock
entitled to vote thereon or by a majority of the entire Board of Directors then
in office.
Section 2. Entire Board of Directors. As used in this Article VIII and
in these By-Laws generally, the term "entire Board of Directors" means the total
number of directors which the Corporation would have if there were no vacancies
in the actual number then fixed.
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