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Exhibit 3b
REPUBLIC NEW YORK CORPORATION
[REPUBLIC NEW YORK CORPORATION LOGO]
BY-LAWS
(AS AMENDED THROUGH DECEMBER 16, 1998)
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BY-LAWS
OF
REPUBLIC NEW YORK CORPORATION
ARTICLE I
OFFICES
Section 1.1 The principal office of Republic New York Corporation (the
"Corporation") in the State of Maryland shall be in the City of Baltimore, State
of Maryland.
Section 1.2 The Corporation may also have offices at such other place or places,
both within and without the State of Maryland, as the Board of Directors, or the
President of the Corporation acting under delegated authority, may from time to
time determine.
ARTICLE II
STOCKHOLDERS
Section 2.1 PLACE OF STOCKHOLDERS' MEETINGS. Meetings of the Corporation's
stockholders shall be held at such place in the United States as is set from
time to time by the Corporation's Board of Directors.
Section 2.2 ANNUAL MEETINGS OF STOCKHOLDERS. An annual meeting of the
Corporation's stockholders shall be held either at 11:00 a.m. on the last
Wednesday of May in each year if not a legal holiday, or at such other time on
such other day falling on or before the 30th day thereafter as shall be
designated by the Board of Directors. At each annual meeting, the Corporation's
stockholders shall elect a Board of Directors and transact such other business
as may properly be brought before the meeting in accordance with these By-Laws.
Except as the Charter or statute provides otherwise, any business may be
considered at an annual meeting without the purpose of the meeting having been
specified in the notice. Failure to hold an annual meeting does not invalidate
the Corporation's corporate existence or affect any otherwise valid corporate
acts of the Corporation.
Section 2.3 SPECIAL MEETINGS OF STOCKHOLDERS. At any time in the interval
between annual meetings, a special meeting of the Corporation's stockholders may
be called by the Chairman of the Board or the President or by a majority of the
Corporation's Board of Directors by vote at a meeting or in writing (addressed
to the Corporate Secretary of the Corporation) with or without a meeting.
Special meetings of the Corporation's stockholders shall be called by the
Corporate Secretary on the written request of stockholders of the Corporation
entitled to cast at least 25 percent of all the votes entitled to be cast at the
meeting. A stockholders' request for a special meeting shall state the purpose
of the meeting and the matters proposed to be acted on at it. The Corporate
Secretary shall inform the stockholders who make the request of the reasonably
estimated costs of preparing and mailing a notice of meeting and, on payment of
these costs to the Corporation, notify each stockholder entitled to notice of
the meeting. Unless requested by
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stockholders entitled to cast a majority of all the votes entitled to be cast at
the meeting, a special meeting need not be called to consider any matter which
is substantially the same as a matter voted on at any special meeting of
stockholders of the Corporation held in the preceding 12 months. Business
transacted at any special meeting of stockholders shall be limited to the
purpose stated in the notice thereof.
Section 2.4 NOTICE OF STOCKHOLDERS' MEETINGS; WAIVER OF NOTICE. Not less than 10
days nor more than 90 days before the date of every stockholders' meeting, the
Corporate Secretary shall give to each stockholder entitled to vote at such
meeting written notice stating the time and place of the meeting and, in the
case of a special meeting or if notice of the purpose is required by statute,
the purpose or purposes for which the meeting is called, either by mail or by
presenting it to him personally or by leaving it at his residence or usual place
of business. If mailed, such notice shall be deemed to be given when deposited
in the United States mail addressed to the stockholder at his address as it
appears on the records of the Corporation, with postage thereon prepaid.
Notwithstanding the foregoing provisions, a waiver of notice in writing, signed
by the person or persons entitled to such notice and filed with the records of
the meeting, whether before or after the holding thereof, or actual attendance
at the meeting in person or by proxy, shall be deemed equivalent to the giving
of such notice to such persons.
Section 2.5 QUORUM AT STOCKHOLDERS' MEETINGS; VOTING; ADJOURNMENTS. Unless any
statute or the Charter provides otherwise, at each meeting of the Corporation's
stockholders, the presence in person or by proxy of stockholders entitled to
cast a majority of all the votes entitled to be cast at the meeting constitutes
a quorum, and a majority of all the votes cast at a meeting at which a quorum is
present is sufficient to approve any matter which properly comes before the
meeting, except that a plurality of all votes cast at a meeting at which a
quorum is present is sufficient to elect a director. Whether or not a quorum is
present, a meeting of stockholders convened on the date for which it was called
may be adjourned from time to time without further notice by a majority vote of
the stockholders present in person or by proxy to a date not more than 120 days
after the original record date. Any business which might have been transacted at
the meeting as originally notified may be deferred and transacted at any such
adjourned meeting at which a quorum is present.
Section 2.6 GENERAL RIGHT TO VOTE; PROXIES. Unless the Charter provides for a
greater or lesser number of votes per share or limits or denies voting rights,
each outstanding share of stock, regardless of class, is entitled to one vote on
each matter submitted to a vote at a meeting of stockholders; however, a share
is not entitled to be voted if any installment payable on it is overdue and
unpaid. In all elections of directors, each share of stock may be voted for as
many persons as there are directors to be elected and for whose election the
share is entitled to be voted. A stockholder may vote the stock the stockholder
owns of record either in person or by proxy. A stockholder may sign a writing
authorizing another person to act as proxy. Signing may be accomplished by the
stockholder or the stockholder's authorized agent signing the writing or causing
the stockholder's signature to be affixed to the writing by any reasonable
means, including facsimile signature. A stockholder may authorize another person
to act as proxy by transmitting, or authorizing the transmission of, a telegram,
cablegram, datagram, or other means of electronic transmission to the person
authorized to act as proxy or to a proxy solicitation firm, proxy support
service organization, or other person authorized by the person who will act as
proxy to
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receive the transmission. Unless a proxy provides for a longer period, it is not
valid more than eleven months after its date. A proxy is revocable by a
stockholder at any time without condition or qualification unless the proxy
states that it is irrevocable and the proxy is coupled with an interest. The
interest with which a proxy may be coupled includes an interest in the stock to
be voted under the proxy or another general interest in the Corporation or its
assets or liabilities.
Section 2.7 LIST OF STOCKHOLDERS. At each meeting of stockholders, a full, true
and complete list of all stockholders entitled to vote at such meeting, showing
the number and class of shares held by each and certified by the transfer agent
for such class or by the Corporate Secretary, shall be furnished by the
Corporate Secretary.
Section 2.8 CONDUCT OF VOTING. At all meetings of stockholders, unless the
voting is conducted by inspectors, the proxies and ballots shall be received,
and all questions touching the qualification of voters and the validity of
proxies, the acceptance or rejection of votes and procedures for the conduct of
business not otherwise specified by these By-Laws, the Charter or law, shall be
decided or determined by the chairman of the meeting. If demanded by
stockholders, present in person or by proxy, entitled to cast 10% in number of
votes entitled to be cast, or if ordered by the chairman of the meeting, the
vote upon any election or question shall be taken by ballot. Before any meeting
of the stockholders, the Board of Directors may appoint persons to act as
inspectors of election at the meeting and any adjournment thereof. If no
inspectors of election are so appointed, the chairman of the meeting may, and on
the request of stockholders, present in person or by proxy, entitled to cast 10%
in number of votes entitled to be cast, shall, appoint inspectors of election at
the meeting. The number of inspectors shall be either one or more. If inspectors
are appointed at a meeting on the request of stockholders, the holders of a
majority of shares present in person or by proxy shall determine whether one or
more inspectors are to be appointed. No candidate for election as a director at
a meeting shall serve as an inspector thereat. If any person appointed as
inspector fails to appear or fails or refuses to act, the chairman of the
meeting may, and upon the request of a stockholder shall, appoint a person to
fill that vacancy. The inspectors shall determine the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum, and the authenticity, validity and effect of proxies;
receive votes, ballots or consents; hear and determine all challenges and
questions in any way arising in connection with the right to vote; count and
tabulate all votes or consents; determine when polls shall close; determine the
result; and do any other acts that may be proper to conduct the election or vote
with fairness to all stockholders. Unless so demanded or ordered, no vote need
be by ballot and voting need not be conducted by inspectors.
Section 2.9. ADVANCE NOTICE PROVISIONS FOR ELECTION OF DIRECTORS. Only persons
who are nominated in accordance with the following procedures shall be eligible
for election as directors of the Corporation. Nominations of persons for
election to the Board of Directors may be made at any annual meeting of
stockholders, or at any special meeting of stockholders called for the purpose
of electing directors, (a) by or at the direction of the Board of Directors (or
any duly authorized committee thereof) or (b) by any stockholder of the
Corporation (i) who is a stockholder of record on the date of the giving of the
notice provided for in this Section 2.9 and on the record date for the
determination of stockholders entitled to vote at such meeting and (ii) who
complies with the notice procedures set forth in this Section 2.9.
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To be timely, a stockholder's notice must be delivered to or mailed and received
by the Corporate Secretary at the principal executive offices of the Corporation
(a) in the case of an annual meeting, not less than 120 days nor more than 150
days prior to the first anniversary of the preceding year's annual meeting;
provided, however, that in the event that the date of the annual meeting is
advanced by more than 30 days or delayed by more than 60 days from such
anniversary date, notice by the stockholder to be timely must be so delivered
not earlier than the 150th day prior to such annual meeting and not later than
the close of business on the later of the 120th day prior to such annual meeting
or the 10th day following the day on which public announcement of the date of
such meeting is first made; and (b) in the case of a special meeting of
stockholders called for the purpose of electing directors, not later than the
close of business on the 10th day following the day on which notice of the date
of the special meeting was mailed or public disclosure of the date of the
special meeting was made, whichever first occurs.
To be in proper written form, a stockholder's notice to the Corporate Secretary
must set forth (a) as to each person whom the stockholder proposes to nominate
for election as a director, all information relating to such person that is
required to be disclosed in connection with solicitations of proxies for
election of directors pursuant to Regulation 14A of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and the rules and regulations
promulgated thereunder; and (b) as to the stockholder giving the notice, (i) the
name and address of such stockholder as they appear on the Corporation's books
and of the beneficial owner, if any, on whose behalf the nomination is made,
(ii) the class or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by such stockholder and
such beneficial owner, (iii) a description of all arrangements or understandings
between such stockholder and each proposed nominee and any other person or
persons (including their names) pursuant to which the nomination(s) are to be
made by such stockholder, (iv) a representation that such stockholder intends to
appear in person or by proxy at the meeting to nominate the persons named in its
notice and (v) any other information relating to such stockholder that would be
required to be disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of directors
pursuant to Regulation 14A of the Exchange Act and the rules and regulations
promulgated thereunder. Such notice must be accompanied by a written consent of
each proposed nominee to be named as a nominee and to serve as a director if
elected.
No person shall be eligible for election as a director of the Corporation unless
nominated in accordance with the procedures set forth in this Section 2.9. If
the chairman of the meeting determines that nomination was not made in
accordance with the foregoing procedures, the chairman shall declare to the
meeting that the nomination was defective and such defective nomination shall be
disregarded. No adjournment or postponement of a meeting of stockholders shall
commence a new period for the giving of notice of a stockholder proposal
hereunder.
Section 2.10. ADVANCE NOTICE PROVISIONS FOR BUSINESS TO BE TRANSACTED AT ANNUAL
MEETING. No business may be transacted at an annual meeting of stockholders,
other than business that is either (a) specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the Board of Directors
(or any duly authorized committee thereof), (b) otherwise properly brought
before the annual meeting by or at the direction of the Board of Directors (or
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any duly authorized committee thereof) or (c) otherwise properly brought before
the annual meeting by any stockholder of the Corporation (i) who is a
stockholder of record on the date of the giving of the notice provided for in
this Section 2.10 and on the record date for the determination of stockholders
entitled to vote at such annual meeting and (ii) who complies with the notice
procedures set forth in this Section 2.10.
To be timely, a stockholder's notice must be delivered to or mailed and received
by the Corporate Secretary at the principal executive offices of the Corporation
not less than 120 days nor more than 150 days prior to the first anniversary of
the preceding year's annual meeting; provided, however, that in the event that
the date of the annual meeting is advanced by more than 30 days or delayed by
more than 60 days from such anniversary date, notice by the stockholder to be
timely must be so delivered not earlier than the 150th day prior to such annual
meeting and not later than the close of business on the later of the 120th day
prior to such annual meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made.
To be in proper written form, a stockholder's notice to the Corporate Secretary
must set forth as to each matter such stockholder proposes to bring before the
annual meeting (i) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting, (ii) the name and address of such stockholder as they appear on
the Corporation's books and of the beneficial owner, if any, on whose behalf the
proposal is made, (iii) the class or series and number of shares of capital
stock of the Corporation which are owned beneficially or of record by such
stockholder and such beneficial owner, (iv) a description of all arrangements or
understandings between such stockholder and any other person or persons
(including their names) in connection with the proposal of such business by such
stockholder and any material interest of such stockholder in such business, and
(v) a representation that such stockholder intends to appear in person or by
proxy at the annual meeting to bring such business before the meeting.
No business shall be conducted at the annual meeting of stockholders except
business brought before the annual meeting in accordance with the procedures set
forth in Section 2.09 or in this Section 2.10, provided, however, that once
business has been properly brought before the annual meeting in accordance with
such procedures, nothing in Section 2.09 nor in this Section 2.10 shall be
deemed to preclude discussion by any stockholder of any such business. If the
chairman of an annual meeting determines that business was not properly brought
before the annual meeting in accordance with the foregoing procedures, the
chairman shall declare to the meeting that the business was not properly brought
before the meeting and such business shall not be transacted. No adjournment or
postponement of a meeting of stockholders shall commence a new period for the
giving of notice of a stockholder proposal hereunder.
ARTICLE III
DIRECTORS
Section 3.1 The number of directors of the Corporation which shall constitute
the whole of the Corporation's Board of Directors (the "Board") shall not be
less than three nor more than thirty. Within the limits above specified, the
number of directors constituting the Board shall be
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determined by resolution of the Board or by the Corporation's stockholders at
the Annual Meeting, but the tenure of office of a director shall not be affected
by any decrease in the number of directors so made by the Board. The directors
shall be elected at the Annual Meeting of stockholders, except as provided in
Section 3.2 of this Article, and each director elected shall hold office until
the succeeding Annual Meeting of stockholders or until his successor is elected
and qualified. Directors need not be stockholders.
Section 3.2 Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next Annual
Meeting and until their successors are duly elected and shall qualify, unless
sooner displaced.
Section 3.3 The business of the Corporation shall be managed by its Board, 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 Articles of Incorporation or by these
By-Laws directed or required to be exercised or done by the stockholders. The
directors shall choose from among their number a Chairman of the Board and a
Vice Chairman of the Board.
Section 3.4 At any meeting of stockholders, duly called and at which a quorum is
present, the stockholders may, by the affirmative vote of the holders of a
majority of the votes entitled to be cast on the election or removal of such
director, remove any director or directors from office and may elect a successor
or successors to fill any resulting vacancies for the unexpired terms of removed
directors. In case such a removal occurs but the stockholders entitled to vote
thereon fail to fill any resulting vacancies, such vacancies may be filled by
the Board of Directors pursuant to Section 3.2.
MEETINGS OF THE BOARD OF DIRECTORS
Section 3.5 The Board may hold meetings, both regular and special, either within
or without the State of Maryland.
Section 3.6 After each meeting of stockholders at which a Board of Directors
shall have been elected, the Board of Directors so elected shall meet, as soon
as practicable, for the purpose of organization and the transaction of other
business; and, in the event that no other time is designated by the
stockholders, the Board of Directors shall meet one hour after the time for such
stockholders' meeting or immediately following the close of such meeting,
whichever is later, on the day of such meeting. No notice of such meeting shall
be necessary if held as hereinabove provided.
Section 3.7 Regular meetings of the Board may be held, without notice, at 452
Fifth Avenue, New York, New York at 12:30 P.M. on the third Wednesday of
January, April, July and October of each year, unless another time and place
shall be specified in a notice of meeting given by the Secretary.
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Section 3.8 Special Meetings of the Board may be called by the Chairman or the
President upon notice to each director, either personally, by mail, by telex or
by telegram. Special Meetings shall be called by the President or Secretary in
like manner and on like notice upon the written request of two or more
directors. Notice of the place, day and hour of every Special Meeting shall be
given to each director at least twenty-four (24) hours before the time of the
meeting, by delivering the same to him personally, by telephone, by telex, by
telegraph, or by delivering the same at his residence or usual place of
business, or, in the alternative, by mailing such notice at least seventy-two
(72) hours before the time of the meeting, postage paid, and addressed to him at
his last known post office address, according to the records of the Corporation.
Unless required by the By-Laws or by resolution of the Board of Directors, no
notice of any meeting of the Board of Directors need state the business to be
transacted thereat. No notice of any meeting of the Board of Directors need be
given to any director who attends, or to any director who, in writing executed
and filed with the records of the meeting either before or after the holding
thereof, waives such notice. Any meeting of the Board of Directors, Annual or
Special, may adjourn from time to time to reconvene at the same or some other
place, and no notice need be given of any such adjourned meeting other than by
announcement.
Section 3.9 At all meetings of the Board one-third of the number of directors,
but not less than two directors, shall constitute a quorum for the transaction
of business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by statute or by the Articles of
Incorporation. If a quorum shall not be present at any meeting of the Board, 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.
Members of the Board or any committee designated thereby may participate in a
meeting of the Board or any 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 at the same time and participation by such means
shall constitute presence in person at such meeting.
Section 3.10 Unless otherwise restricted by the Articles of Incorporation or
these By-Laws, any action required or permitted to be taken at any meeting of
the Board or of any committee thereof may be taken without a meeting, if all
members of the Board or committee, as the case may be, consent thereto, in
writing or writings and the writing or writings are filed with the minutes of
the proceedings of the Board or committee.
Section 3.11 On any question on which the Board of Directors 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 so requests.
COMMITTEES OF DIRECTORS
Section 3.12 EXECUTIVE COMMITTEE. The Board of Directors shall appoint from
among its members an Executive Committee of not less than three directors and a
Chairman of the Executive Committee. When the Board of Directors is not in
session, the Executive Committee shall have and may exercise, in the absence of
or subject to any restrictions which the Board of Directors may from time to
time impose, all of the powers of the Board of Directors in the
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management of the business and affairs of the Corporation, except the power to
authorize dividends on stock, elect directors, issue stock other than as
provided in the next sentence, recommend to the stockholders any action which
requires stockholder approval, amend these By-Laws, or approve any merger or
share exchange which does not require stockholder approval. If the Board of
Directors has given general authorization for the issuance of stock providing
for or establishing a method or procedure for determining the number of shares
to be issued, a committee of the Board, in accordance with that general
authorization or any stock option or other plan or program adopted by the Board
of Directors, may authorize or fix the terms of stock subject to classification
or reclassification and the terms on which any stock may be issued, including
all terms and conditions required or permitted to be established or authorized
by the Board of Directors.
Section 3.13 OTHER COMMITTEES. The Board of Directors may appoint any other
committees, each of which shall be composed of one or more directors, as
determined by the Board from time to time. Such other committees shall have such
powers, subject to the same limitations as are applicable to the Executive
Committee under Section 3.12, as shall be designated by the Board from time to
time.
Section 3.14 COMMITTEE PROCEDURE. Each committee shall keep minutes of its
proceedings when exercising powers of the Board of Directors and may fix rules
of procedure for its business. A majority of the members of a committee shall
constitute a quorum for the transaction of business and the act of a majority of
those present at a meeting at which a quorum is present shall be the act of the
committee. The members of a committee present at any meeting, whether or not
they constitute a quorum, may appoint an eligible director to act in the place
of an absent member. Any action required or permitted to be taken at a meeting
of a committee may be taken without a meeting, if an unanimous written consent
which sets forth the action is signed by each member of the committee and filed
with the minutes of the committee. The members of a committee may conduct any
meeting thereof by conference telephone in accordance with the provisions of
Section 3.9.
COMPENSATION OF DIRECTORS
Section 3.15 Each director may be paid his expenses, if any, of attendance at
each meeting of the Board and may be paid a sum for attendance at each meeting
of the Board and also for his services as director. Nothing herein 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 payments for attending committee meetings.
RESIGNATION OF DIRECTORS
Section 3.16 Any director may resign at any time either by oral tender of such
resignation at any meeting of the Board or to the Chairman or President or by
giving written notice thereof to the Corporation. Any resignation shall be
effective immediately, unless a date certain is specified for it to take effect.
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ARTICLE IV
OFFICERS
Section 4.1 EXECUTIVE AND OTHER OFFICERS. The Corporation shall have a
President, who shall be a director, and a Corporate Secretary and a Treasurer,
who need not be directors. The Corporation shall also have a Chairman of the
Board and a Chairman of the Executive Committee, and may have one or more Vice
Chairmen, all of whom shall be directors. The Board shall designate who shall
serve as chief executive officer, who shall have general supervision of the
business and affairs of the Corporation. In the absence of any designation, the
Chairman of the Board, if there be one, shall serve as chief executive officer.
In the absence of the Chairman of the Board, or if there be none, the Chairman
of the Executive Committee shall serve as the chief executive officer. The
Corporation may also have one or more Vice-Presidents, assistant and subordinate
officers, other officers not designated by these By-Laws, and agents as it shall
deem necessary, none of whom need be a director. A person may hold more than one
office in the Corporation except that no person may serve concurrently as both
President and Vice-President of the Corporation.
Section 4.2 CHAIRMAN OF THE BOARD. The Chairman of the Board shall be a director
and shall preside at all meetings of the Board and of the Stockholders at which
he shall be present. Unless otherwise specified by the Board, he shall serve as
the chief executive officer of the Corporation. In general, he shall perform
such duties as are customarily performed by the chief executive officer of a
corporation, and may also perform any duties of the President, and shall perform
such other duties and may have such other powers as are, from time to time,
assigned to him by the Board.
Section 4.3 CHAIRMAN OF THE EXECUTIVE COMMITTEE. The Chairman of the Executive
Committee shall be a director and shall chair meetings of the Executive
Committee, supervise and carry out policies adopted or approved by the Board and
exercise such further powers and duties as are, from time to time, conferred
upon or assigned to him by the Board. Additionally, in the absence of the
Chairman of the Board, the Chairman of the Executive Committee (a) shall serve
as the Chief Executive Officer of the Corporation and (b) shall preside at all
meetings of the Board and the Stockholders at which he shall be present.
Section 4.4 VICE CHAIRMAN. Each Vice Chairman, if one or more be elected, shall
be a director and shall perform such duties and may have such other powers as
are, from time to time, assigned to him by the Board.
Section 4.5 PRESIDENT. The President shall be a director. The President may
execute, in the name of the Corporation, all authorized deeds, mortgages, bonds,
contracts or other instruments, except in cases in which the execution thereof
shall have been expressly delegated to some other officer or agent of the
Corporation. In general, he shall perform such duties usually performed by a
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president of a corporation and shall perform such other duties and may have such
other powers as are from time to time assigned to him by the Board.
Section 4.6 VICE-PRESIDENTS. The Vice-President or Vice-Presidents, at the
request of the chief executive officer or the President, or in the absence of
the President or during his inability or refusal to act, shall, in order of
seniority of appointment, unless otherwise designated by the Board, the chief
executive officer, or the President, perform the duties of the President, and
when so acting, shall have all the powers of and be subject to all the
restrictions upon the President. Each Vice-President shall perform such other
duties and have such other powers, and have such additional descriptive
designations in their titles (if any), as are from time to time assigned to them
by the Board, the chief executive officer, or the President.
Section 4.7 CORPORATE SECRETARY. The Corporate Secretary shall attend all
meetings of the stockholders and all meetings of the Board and record, or cause
to be recorded, all the procedures of the meetings of the stockholders and the
Board in books to be kept for that purpose. The Corporate Secretary may perform
like duties for the standing committees when required. He shall, as required,
give, or cause to be given, notice of all meetings of the stockholders and
meetings of the Board. He shall have custody of the corporate seal of the
Corporation and he, or a Deputy or Associate or Assistant Corporate Secretary,
shall affix the same to any instrument which is required or desired to be under
its seal and when so affixed, it may be attested by his signature or by the
signature of such Deputy or Associate or Assistant Corporate Secretary. The
Board may give general authority to any other officer to affix the seal of the
Corporation and to attest the affixing by his signature. In general, the
Corporate Secretary shall perform all duties incident to the office of a
secretary of a corporation, and shall perform such other duties and may have
such other powers as are from time to time assigned to him by the Board, the
chief executive officer or the President.
Section 4.8 DEPUTY CORPORATE SECRETARY, ASSOCIATE CORPORATE SECRETARY AND
ASSISTANT CORPORATE SECRETARY. The Deputy Corporate Secretary or the Associate
Corporate Secretary or the Assistant Corporate Secretary, or if there be more
than one, each of them, may, in the absence of the Corporate Secretary or during
his inability or refusal to act, perform the duties and exercise the powers of
the Corporate Secretary and shall perform such other duties and have such other
powers as are from time to time assigned to each of them by the Board, the chief
executive officer, the President or the Corporate Secretary.
Section 4.9 TREASURER. The Treasurer shall have charge of and be responsible for
all corporate funds and securities and shall keep, or cause to be kept, full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit, or cause to be deposited, all moneys and other
valuable effects, in the name and to the credit of the Corporation, in such
depositories as may from time to time be designated. He shall render to the
Board, the chief executive officer or the President, when so required, an
account of the financial condition of the Corporation. In general, the Treasurer
shall perform all the duties incident to the office of a treasurer of a
corporation, and shall perform such other duties and may have such other powers
as are from time to time assigned to him by the Board, the chief executive
officer or the President.
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Section 4.10 ASSISTANT TREASURERS. The Assistant Treasurer, or if there shall be
more than one, each of them, may, in the absence of the Treasurer or during his
inability or refusal to act, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties and have such other powers as are
from time to time assigned to each of them by the Board, the chief executive
officer, the President or the Treasurer.
Section 4.11 ASSISTANT AND SUBORDINATE OFFICERS, OTHER OFFICERS AND AGENTS. The
assistant and subordinate officers of the Corporation are all officers below the
office of Vice-President, Corporate Secretary or Treasurer. Assistant officers,
subordinate officers, other officers not designated by these By-Laws, and agents
shall perform such duties and have such powers as are from time to time assigned
to them by the Board, the chief executive officer, the President, or any
management committee or officer authorized by the Board or these By-Laws.
Section 4.12 ELECTION, TENURE AND REMOVAL OF OFFICERS. The Board shall elect all
officers but may authorize any management committee or officer to appoint any
assistant or subordinate officer, other officer not designated by these By-Laws,
or agent. Election or appointment of any officer, employee or agent shall not of
itself create contract rights. All officers shall be appointed to hold their
respective offices during the pleasure of the Board. The Board may remove any
officer at any time but may authorize any management committee or officer to
remove any assistant or subordinate officer, other officer not designated by
these By-Laws, or agent. The removal of an officer does not prejudice any of his
contract rights. Any officer may resign at any time, either by oral tender of
such resignation to the Chairman of the Board or the President or by giving
written notice thereof to the Corporation. Any resignation shall be effective
immediately, unless a date certain is specified for it to take effect. The Board
may fill a vacancy which occurs in any office but may authorize any management
committee or officer to fill any vacancy caused by the removal or resignation of
any assistant or subordinate officer, other officer not designated by these
By-Laws, or agent.
Section 4.13 COMPENSATION. The Board shall have power to fix the salaries and
other compensation and remuneration, of whatever kind, of all officers of the
Corporation. No officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the Corporation. The Board may
authorize any management committee or officer to fix the salaries, compensation
and remuneration of any officers, employees and agents other than those who are
members of the Management Executive Committee of the Corporation.
ARTICLE V
CERTIFICATES OF STOCK
Section 5.1 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 of the
Board or President or a Vice President and the Treasurer or an Assistant
Treasurer, or the Secretary or a Deputy or Associate or Assistant Secretary of
the Corporation, certifying the number of shares owned by him in the
Corporation.
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Section 5.2 Where a certificate is manually countersigned (1) by a transfer
agent, other than the Corporation or its employee, or, (2) by a registrar, other
than the Corporation or its employee, any other signature on the certificate may
be 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
signed, 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.
LOST CERTIFICATES
Section 5.3 The Board may authorize a new certificate or certificates to be
issued in place of any certificate or certificates 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 or
certificates, the Board may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it 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.
TRANSFER OF STOCK
Section 5.4 Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Section 5.5 The Board may, at its discretion, appoint one or more banks or trust
companies in New York City, and in such other city or cities as the Board may
deem advisable, including any banking subsidiary of the Corporation, from time
to time, to act as transfer agent(s) and registrar(s) of the stock of the
Corporation.
FIXING RECORD DATE
Section 5.6 The Board is hereby empowered to fix, in advance, a date as the
record date for the purpose of determining stockholders, or stockholders
entitled to receive payment of any dividend or the allotment of any rights, or
in order to make determination of stockholders for any other proper purpose.
Such date in any case shall be not more than ninety (90) days, and in case of a
meeting of stockholders, not less than ten (10) days, prior to the date of which
the particular action, requiring such determination of stockholders is to be
taken. In lieu of fixing a record date, the Board may provide that the stock
transfer books shall be closed for a stated period but not to exceed, in any
case, twenty (20) days. If the stock transfer books are closed for the purpose
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determining stockholders entitled to notice of or to vote at a meeting of
stockholders, such books shall be closed for at least ten (10) days immediately
preceding such meeting.
STOCK LEDGER
Section 5.7 Original or duplicate stock ledgers, containing the name and
addresses of the stockholders of the Corporation and the number of shares of
each class held by them respectively, shall be kept at the offices of a transfer
agent for the particular class of stock, within or without the State of
Maryland, or, if none, at the principal office or the principal executive
offices of the Corporation in the State of Maryland.
REGISTERED STOCKHOLDERS
Section 5.8 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 the laws of Maryland.
ARTICLE VI
GENERAL PROVISIONS
DIVIDENDS
Section 6.1 Dividends upon the capital stock of the Corporation, subject to the
provisions of the Articles of Incorporation, if any, may be declared by the
Board at any Annual or Special Meeting, pursuant to the law. Dividends may be
paid in cash, in property, or in shares of the capital stock, subject to the
provisions of the Articles of Incorporation.
CHECKS
Section 6.2 All checks or demand for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
may from time to time designate.
FISCAL YEAR
Section 6.3 The fiscal year of the Corporation shall be the calendar year.
SEAL
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Section 6.4 The Corporation's seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,
Maryland". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
ANNUAL REPORT
Section 6.5 There shall be prepared annually a full and correct statement of the
affairs of the Corporation, including a balance sheet and a financial statement
of operations for the preceding fiscal year, which shall be submitted at the
Annual Meeting of the stockholders and filed within twenty (20) days thereafter
at the principal office of the Corporation in the State of Maryland. Such
statement shall be prepared or caused to be prepared by such executive officer
of the Corporation as may be designated in an additional or supplementary by-law
adopted by the Board. If no other executive officer is so designated, it shall
be the duty of the President to prepare or cause to be prepared such statement.
SHARES OF OTHER CORPORATIONS
Section 6.6 The Chairman of the Board, the President, any Vice President, and
the Secretary is each authorized to vote, represent and exercise on behalf of
the Corporation all rights incident to any and all shares of any other
corporation or corporations standing in the name of the Corporation. The
authority herein granted to said officer to vote or represent on behalf of the
Corporation any and all shares held by the Corporation in any other corporation
or corporations may be exercised either by said officer in person or by any
other person authorized so to do by proxy or power of attorney duly executed by
said officers. Notwithstanding the above, however, the Board, in its discretion,
may designate by resolution the person to vote or represent said shares of other
corporations.
ARTICLE VII
AMENDMENTS
Section 7.1 Subject to the special provisions of Section 3.1, (a) any and all
provisions of these By-Laws may be altered or repealed and new by-laws may be
adopted at any Annual Meeting of the stockholders, or at any Special Meeting
called for that purpose, and (b) the Board shall have the power, at any regular
or Special Meeting thereof, to make and adopt new by-laws, or to amend, alter or
repeal any of the By-Laws of the Corporation.
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