EXHIBIT 3.1
BYLAWS
AS AMENDED
ROWAN COMPANIES, INC.
A DELAWARE CORPORATION
EFFECTIVE AS OF
MAY 1, 2003
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EXHIBIT 3.1
B Y L A W S
I N D E X
Page
ARTICLE I. OFFICES
Section 1. Principal Offices 4
Section 2. Registered Office 4
Section 3. Other Offices 4
ARTICLE II MEETINGS OF STOCKHOLDERS
Section 1. Place of Meetings 4
Section 2. Notice of Meetings 4
Section 3. Quorum 5
Section 4. Annual Meetings; Election of Directors 5
Section 5. Special Meetings 5
Section 6. Voting; Elections; Inspectors; Votes by Ballot 5
Section 7. Conduct of Stockholders' Meetings 5
Section 8. Validity of Proxies; Ballots, etc. 6
Section 9. Stock List 6
ARTICLE III BOARD OF DIRECTORS
Section 1. Number, Qualification and Nominations 6
Section 2. Classes of Directors and Term of Office 7
Section 3. Newly Created Directorships 7
Section 4. Vacancies 7
Section 5. Compensation 8
ARTICLE IV MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Meetings of Directors 8
Section 2. First Meeting 8
Section 3. Election of Officers 8
Section 4. Regular Meetings 8
Section 5. Special Meetings 8
Section 6. Notice 8
Section 7. Quorum 8
Section 8. Order of Business 9
Section 9. Presumption of Assent 9
Section 10. Action Without a Meeting or Telephone
Conference Meeting 9
ARTICLE V. COMMITTEES
Section 1. Executive Committee and Other Committees 9
Section 2. Procedure; Meetings; Quorum 10
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ARTICLE VI. OFFICERS
Page
Section 1. Number, Titles, and Term of Office 10
Section 2. Salaries 10
Section 3. Removal of Officers 11
Section 4. The Chairman of the Board 11
Section 5. The Vice Chairman of the Board 11
Section 6. Chief Executive Officer 11
Section 7. President 11
Section 8. Chief Operating Officer 11
Section 9. Chief Administrative Officer 12
Section 10. Chief Financial Officer 12
Section 11. Vice Presidents 12
Section 12. Controller 12
Section 13. Treasurer 12
Section 14. Assistant Treasurer 13
Section 15. Secretary 13
Section 16. Assistant Secretaries 13
ARTICLE VII INDEMNIFICATION OF DIRECTORS, OFFICERS
EMPLOYEES AND AGENTS
Section 1. Right to Indemnification 13
Section 2. Indemnification of Employees and Agents 14
Section 3. Right of Claimant to Bring Suit 14
Section 4. Nonexclusivity of Rights 14
Section 5. Insurance 15
Section 6. Savings Clause 15
Section 7. Definitions 15
ARTICLE VIII CAPITAL STOCK
Section 1. Certificates of Stock 15
Section 2. Transfer of Shares 16
Section 3. Ownership of Shares 16
Section 4. Record Date 16
Section 5. Regulations Regarding Certificates 16
Section 6. Dividends 16
Section 7. Lost or Destroyed Certificates 16
ARTICLE IX MISCELLANEOUS PROVISIONS
Section 1. Fiscal Year 16
Section 2. Seal 17
Section 3. Notice and Waiver of Notice 17
Section 4. Resignations 17
ARTICLE X AMENDMENTS 17
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EXHIBIT 3.1
BYLAWS
OF
ROWAN COMPANIES, INC.
AS AMENDED
Article I
Offices
Section 1. Principal Office. The principal office of the Corporation shall
be in the City of Houston, County of Harris, State of Texas.
Section 2. Registered Office. Until the Board of Directors otherwise
determines, the registered office of the Corporation required by law (meaning,
here and hereinafter, as required from time to time by the General Corporation
Law of the State of Delaware) to be maintained in the State of Delaware, shall
be in the City of Wilmington, County of New Castle, State of Delaware, and the
name of the resident agent in charge thereof is The Corporation Trust Company,
or such other office and agent as may be designated from time to time by the
Board of Directors in the manner provided by law. Such registered office need
not be identical to the principal place of business of the Corporation.
Section 3. Other Offices. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.
Article II
Meetings of Stockholders
Section 1. Place of Meetings. All meetings of the stockholders shall be
held in the City of Houston at the principal offices of the Corporation or at
such other places as may be designated by the Board of Directors or Executive
Committee and shall be specified or fixed in the notices or waivers of notices
thereof.
Section 2. Notice of Meetings. Written or printed notice stating the
place, day and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten (10) nor more than sixty (60) days before the date of the meeting,
either personally or by mail, by or at the direction of the Chairman of the
Board, the Chief Executive Officer, the Vice Chairman of the Board (if one has
been elected), the President, the Chief Operating Officer (if one has been
elected), the Secretary, or the officer or person calling the meeting, to each
stockholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered 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.
When a meeting is adjourned to another place, date or time, written notice
need not be given of the adjourned meeting if the place, date, and time thereof
are announced at the meeting at which the adjournment is taken; provided,
however, that if the date of any adjourned meeting is more than thirty (30) days
after the date for the original meeting, or if after the adjournment a new
record date is fixed for the adjourned meeting, written notice of the place,
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date, and time of the adjourned meeting shall be given in conformity herewith.
At any adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.
Section 3. Quorum. The holders of at least a majority of the outstanding
shares entitled to vote thereat, present in person or represented by proxy,
shall constitute a quorum at all meetings of stockholders for the transaction of
business, except as otherwise provided by law, by the Certificate of
Incorporation or by these Bylaws. If, however, such quorum shall not be present
or represented at any meeting of stockholders, the stockholders entitled to vote
thereat, present in person or represented by proxy, shall have the power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting of the time and place to which the meeting is being adjourned, to a
time when 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 called. A holder
of a share shall be treated as being present at a meeting if the holder of such
share is (i) present in person at the meeting or (ii) represented at the meeting
by a valid proxy, whether the proxy card granting such proxy is marked as
casting a vote or abstaining or is left blank.
Section 4. Annual Meetings; Election of Directors. An annual meeting of
the stockholders, for the election of directors to succeed those whose terms
expire and for the transaction of such other business as may properly come
before the meeting, shall be held on the fourth Friday in April of each year, at
9:00 a.m., local time, if not a legal holiday, at the principal offices of the
Corporation in Houston, Texas or at such other place, date, and time as the
Board of Directors or Executive Committee shall designate each year. Any
business may be transacted at the annual meeting, except as otherwise provided
by law, the Certificate of Incorporation or these Bylaws.
Section 5. Special Meetings. In addition to any condition that may be
provided for in the Certificate of Incorporation, special meetings of the
stockholders for any purpose or purposes may be called at any time in the
interval between annual meetings by the Chairman of the Board, the Chief
Executive Officer, the President, the Board of Directors, or the Executive
Committee. Special meetings of the Stockholders may not be called by any other
person or persons.
Section 6. Voting; Elections; Inspectors; Votes by Ballot. Unless
otherwise provided in the Certificate of Incorporation, at all meetings of
stockholders, every stockholder of record of any class entitled to vote thereat
shall have one vote for each share of stock standing in his name on the books of
the Corporation on the date for the determination of stockholders entitled to
vote at such meeting, either in person or by proxy appointed by instrument in
writing subscribed by such stockholder or his duly authorized attorney, and
bearing a date not more than three years prior to said meeting unless said
instrument provides for a longer period.
If a quorum exists, action on a matter except the election of directors
shall be approved if the votes cast in favor of the matter exceed the votes cast
opposing the matter. Directors shall be elected by a plurality of the votes cast
in the election for such directors. In determining the number of votes cast,
shares abstaining from voting on a matter will not be treated as votes cast. The
provisions of this paragraph will govern with respect to all votes of
stockholders except as otherwise provided for in these Bylaws or in the
Certificate of Incorporation or by some specific statutory provision superseding
the provisions contained in these Bylaws or the Certificate of Incorporation.
Section 7. Conduct of Stockholders' Meetings. The meetings of the
stockholders shall be presided over by the Chairman of the Board, or if he is
not present, by the Chief Executive
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Officer or the Vice Chairman of the Board (if one has been elected), as
designated by the Board of Directors, or if none of such officers is present, by
the President, the Chief Operating Officer (if one has been elected) or a Vice
President designated by the Board of Directors, or if none of such officers is
present, by another chairman designated by the Board of Directors. The Secretary
of the Corporation, if present, shall act as secretary of such meetings, or if
he is not present, an Assistant Secretary shall so act; if neither the Secretary
nor an Assistant Secretary is present, then a secretary shall be appointed by
the chairman of the meeting.
Section 8. Validity of Proxies; Ballots, etc. At every meeting of the
stockholders, all proxies shall be received and taken charge of, and all ballots
shall be received and canvassed by, the inspector(s) of election who shall
decide all questions touching the qualification of voters, the validity of the
proxies, and the acceptance or rejection of votes.
Section 9. Stock List. At least ten (10) days before every meeting of
stockholders, the Secretary shall prepare (or cause to be prepared) a complete
list of stockholders entitled to vote at any meeting of stockholders, arranged
in alphabetical order for each class of stock and showing the address of each
such stockholder and the number of shares registered in his name. Such list
shall be open to the examination of any such stockholder, for any purpose
germane to the meeting, during ordinary business hours for a period of at least
ten (10) 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 stock list shall also be kept at the place of the meeting during the
whole time thereof and shall be open to the examination of any such stockholder
who is present. This list shall presumptively determine the identity of the
stockholders entitled to vote at the meeting and the number of shares held by
each of them.
Article III
Board of Directors
Section 1. Number, Qualification and Nominations. The business and
property of the Corporation shall be managed by the Board of Directors, and
subject to the restrictions imposed by law, the Certificate of Incorporation or
these Bylaws, they may exercise all the powers of the Corporation. Directors
need not be stockholders or residents of Delaware.
The Board of Directors shall consist of not less than one nor more than
thirty directors, as so determined from time to time by resolution of the Board
of Directors. If the Board of Directors makes no such determination, the number
of directors shall be the number set forth in the Certificate of Incorporation.
Within the above limits, the number of directors may be increased or decreased
(provided such decrease does not shorten the term of any incumbent director)
from time to time by resolution of the Board of Directors.
Nominations of candidates for election as directors of the Corporation at
any meeting of stockholders of the Corporation may be made by or at the
direction of the Board of Directors (or any duly authorized committee thereof)
or by any stockholder entitled to vote at such meeting who complies with the
provisions of this paragraph. Not less than 60 days prior to the date of the
anniversary of the annual meeting held in the prior year, in the case of an
annual meeting, or, in the case of a special meeting called by the Chairman of
the Board, the President, the Vice Chairman of the Board, the Board of Directors
or the Executive Committee for the purpose of electing directors, not more than
10 days following the earlier of the date of notice of such special meeting or
the date on which a public announcement of such meeting is made, any
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stockholder who intends to make a nomination at the meeting shall deliver
written notice to the Secretary of the Corporation setting forth (i) the name
and address of the stockholder who intends to make the nomination and of the
person or persons to be nominated; (ii) a representation that the stockholder
(A) is a holder of record of stock of the Corporation specified in such notice,
(B) is or will be entitled to vote at such meeting, and (C) intends to appear in
person or by proxy at the meeting to nominate the person or persons specified in
the notice; and (iii) such other information concerning each such nominee as
would be required under the rules of the Securities and Exchange Commission in a
proxy statement soliciting proxies for the election of such nominee and in a
Schedule 14A (or other comparable required filing then in effect) under the
Securities Exchange Act of 1934. In the event that a person is validly
designated as a proposed nominee in accordance with this paragraph (including a
bona fide statement that the nominee is willing to be nominated) and shall
thereafter become unable or unwilling to stand for election to the Board of
Directors, the stockholder who made such designation may designate promptly in
the manner set forth above a substitute proposed nominee, notwithstanding the
minimum time period set forth in this paragraph. No person may be elected as a
director at a meeting of stockholders unless nominated in accordance with this
paragraph, and any purported nomination or purported election not made in
accordance with the procedures as set forth in this paragraph shall be void. In
addition to any other requirements relating to amendments to these Bylaws, no
proposal by any stockholder to repeal or amend this paragraph shall be brought
before any meeting of the stockholders of the Corporation unless written notice
is given of (i) such proposed repeal or the substance of such proposed
amendment; (ii) the name and address of the stockholder who intends to propose
such repeal or amendment, and (iii) a representation that the stockholder is a
holder of record of stock of the Corporation specified in such notice, is or
will be entitled to vote at such meeting and intends to appear in person or by
proxy at such meeting to make the proposal. Such notice shall be given in the
manner and at the time specified above in this paragraph. Any proposal to repeal
or amend or any such purported repeal or purported amendment of this paragraph
not made or adopted in accordance with the procedures set forth in this
paragraph shall be void.
Section 2. Classes of Directors and Term of Office. As provided in the
Certificate of Incorporation, the Board of Directors shall be and is divided
into three classes, Class I, Class II and Class III, which shall be as nearly
equal in number as possible. Each director shall serve for a term ending on the
date of the third annual meeting following the annual meeting at which such
class of directors of which he is a member was elected. Effective as of April
27, 2001, each class of directors, Class I, Class II and Class III, shall have
three directors. Each director shall serve until his successor is elected and
qualified or until death, retirement, resignation or removal for cause.
Section 3. Newly Created Directorships. In the event of any increase or
decrease in the authorized number of directors, (i) each director then serving
as such shall nevertheless continue as a director of the class of which he is a
member until the expiration of his current term, or his prior death, retirement,
resignation, or removal for cause, and (ii) the newly created or eliminated
directorships resulting from such increase or decrease shall be apportioned by
the Board of Directors among the three classes of directors so as to maintain
such classes as nearly equal as possible.
Section 4. Vacancies. Should a vacancy occur or be created, whether
arising through death, resignation or removal of a director for cause, or
through an increase in the number of directors of any class, such vacancy shall
be filled by a majority vote of the remaining directors of the class in which
such vacancy occurs, or by the sole remaining director of that class if only one
such director remains, or by the majority vote of the remaining directors of the
other two classes if there be no remaining member of the class in which the
vacancy occurs. A director
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so elected to fill a vacancy shall serve for the remainder of the then present
term of office of the class to which he was elected.
Section 5. Compensation. The Board of Directors shall have the authority
to fix the compensation of directors.
Article IV
Meetings of the Board of Directors
Section 1. Meetings of Directors. The directors may hold their meetings
and may have an office and keep the books of the Corporation, except as
otherwise provided by the Certificate of Incorporation or Bylaws, in such place
or places in the State of Delaware, or outside the State of Delaware, as the
Board of Directors may from time to time determine.
Section 2. First Meeting. Each newly elected Board of Directors may hold
its first meeting for the purpose of organization and the transaction of
business, if a quorum is present, immediately after and at the same place as the
annual meeting of the stockholders, and no notice of such meeting shall be
necessary.
Section 3. Election of Officers. At the first meeting of the Board of
Directors in each year at which a quorum shall be present, held next after the
annual meeting of stockholders, the Board of Directors shall proceed to the
election of the officers of the Corporation. If the Chairman of the Board is not
then an officer, the Board of Directors shall also then elect a Chairman of the
Board from among the directors.
Section 4. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such times and places as shall be designated from time to time
by resolution of the Board of Directors. Notice of such regular meetings shall
not be required.
Section 5. Special Meetings. Special meetings of the Board of Directors
shall be held whenever called by the Chairman of the Board, the President, the
Vice Chairman of the Board, or by a majority of the directors in office at the
time. Each such special meeting shall be held at such time and place as shall be
designated by the officer or directors calling such meeting.
Section 6. Notice. The Secretary shall give notice of each special meeting
in person, or by mail or telegraph to each director at least twenty-four (24)
hours before the time of such meeting. The attendance of a director at any
meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business on the grounds that the meeting is not lawfully
called or convened. Notice may also be waived in writing as provided in Article
IX, Section 3 of these Bylaws. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board of Directors need be
specified in any written waiver of notice of such meeting.
Section 7. Quorum. Unless the Certificate of Incorporation or these Bylaws
otherwise require, a majority of the total number of directors then in office
shall constitute a quorum for the transaction of business, but if at any meeting
of the Board of Directors there is less than a quorum present, a majority of
those present or any director solely present may adjourn the meeting from time
to time without further notice. The act of a majority of the directors present
at a meeting at which a quorum is in attendance shall be the act of the Board of
Directors, unless the act of a greater number is required by the Certificate of
Incorporation or by these Bylaws.
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Section 8. Order of Business. At meetings of the Board of Directors,
business shall be transacted in such order as from time to time the Board of
Directors may determine and the Chairman of the Board shall preside. In the
absence of the Chairman of the Board, the Chief Executive Officer or the Vice
Chairman of the Board (if one has been elected) shall preside, as designated by
the Board of Directors; and in the absence of the Chairman of the Board, the
Chief Executive Officer and the Vice Chairman of the Board, a chairman shall be
designated by the Board of Directors from among the directors present. The
Secretary of the Corporation shall act as secretary of the meetings of the Board
of Directors, but in the absence of the Secretary, the presiding chairman may
appoint an Assistant Secretary or any other person to act as secretary of the
meeting.
Section 9. Presumption of Assent. A director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action unless his
dissent shall be entered in the minutes of the meeting or unless he shall file
his written dissent to such action with the person acting as secretary of the
meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.
Section 10. Action Without a Meeting or Telephone Conference Meeting. Any
action permitted or required by law, the Certificate of Incorporation or these
Bylaws, to be taken at a meeting of the Board of Directors (or any committee
designated by the Board of Directors) may be taken without a meeting if a
consent in writing, setting forth the action to be taken is signed by all the
members of the Board of Directors or committee, as the case may be. Such consent
shall have the same force and effect as a unanimous vote at a meeting, and may
be stated as such in any document or instrument filed with the Secretary of
State. Subject to the requirement for notice of meetings, members of the Board
of Directors (or members of any committee designated by the Board of Directors),
may participate in and hold a meeting of such Board of Directors or committee,
as the case may be, 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 such a meeting shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.
Article V
Committees
Section 1. Executive Committee and Other Committees. The Board of
Directors, by resolution adopted by a majority of the whole Board of Directors,
may designate from among its members an Executive Committee and one or more
other committees, each of which, to the extent provided in such resolution,
shall have and may exercise all of the 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;
but no such committee shall have the power or authority of the Board of
Directors in reference to amending the Certificate of Incorporation (except that
a committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the Board of Directors
pursuant to Article Fourth of the Restated Certificate of Incorporation of the
Corporation, fix the designations and any of the preferences or rights of such
shares relating to dividends, redemption, dissolution, any distribution of
assets of the Corporation or the conversion into, or the exchange of such shares
for, shares of any other class or classes or any other series of the same or any
other class or classes of stock of the Corporation or fix the
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number of shares of any series of stock or authorize the increase or decrease of
the shares of any series), adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommending to the
stockholders a dissolution of the Corporation or a revocation of a dissolution,
or amending, altering or repealing the bylaws of the Corporation or adopting new
bylaws for the Corporation, filling vacancies in the Board of Directors or any
such committee, electing or removing officers or members of any such committee,
fixing the compensation of any member of such committee or altering or repealing
any resolution of the Board of Directors which by its terms provided that it
shall not be so amendable or repealable and, unless such resolution expressly so
provides, no such committee shall have the power or authority to declare a
dividend, to authorize the issuance of shares of the Corporation or to adopt a
certificate of ownership and merger pursuant to Section 253 of the Delaware
General Corporation Law. The designation of such committee and the delegation
thereto of authority shall not operate to relieve the Board of Directors, or any
member thereof, of any responsibility imposed by law.
All action by any committee shall be reported to the Board of Directors at
its meeting next succeeding such action, and shall be subject to revision or
alteration by the Board of Directors; provided that no rights of third parties
shall be affected by any such revision or alteration.
Section 2. Procedure; Meetings; Quorum. The Board of Directors shall
designate the Chairman and Secretary of each committee appointed by the Board of
Directors. Each such committee shall fix its own rules or procedure, and shall
meet at such times and at such place or places as may be provided by such rules,
or by resolution of the Executive Committee or of the Board of Directors. A
majority of all the then members of a committee shall be necessary to constitute
a quorum and the affirmative vote of a majority of the members present shall be
necessary for the adoption by it of any resolution. The Board of Directors shall
have power at any time to change the number, subject as aforesaid, and members
of any such committee, to fill vacancies, and to discharge any such committee.
Article VI
Officers
Section 1. Number, Titles and Term of Office. The officers of the
Corporation shall be elected by the Board of Directors and shall include a Chief
Executive Officer, a President, a Chief Financial Officer, one or more Vice
Presidents, a Controller, a Secretary, a Treasurer and, at the discretion of the
Board of Directors, may include a Chairman of the Board, a Vice Chairman of the
Board, a Chief Operating Officer, a Chief Administrative Officer and such other
officers as the Board of Directors may from time to time deem necessary or
appropriate. Each officer shall hold office until his successor shall have been
duly elected and qualified or until his death or until he shall resign or shall
have been removed in the manner hereinafter provided. Any number of offices may
be held by the same person unless otherwise prohibited by law, the Restated
Certificate of Incorporation or these Bylaws. None of the officers need be a
director, except that the Chairman of the Board, the Vice Chairman of the Board,
the Chief Executive Officer and the President shall be directors. Except as
designated by the Board of Directors, the Chief Operating Officer, Chief
Administrative Officer and Chief Financial Officer shall each have the
additional authority of a Vice President.
Section 2. Salaries. The salaries or other compensation of the officers
shall be fixed from time to time by the Board of Directors, and no officer shall
be prevented from receiving
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such salary or other compensation by reason of the fact that he is also a
director of the Corporation.
Section 3. Removal of Officers. Any officer or agent elected or appointed
by the Board of Directors may be removed, either with or without cause, by the
Board of Directors whenever in its judgment the best interests of the
Corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. Election or
appointment of an officer or agent shall not of itself create contract rights.
Section 4. The Chairman of the Board. The Chairman of the Board shall be
elected by the Board of Directors. The Board of Directors may designate that the
Chairman of the Board shall be a non-executive position, in which case the
Chairman of the Board shall not be an officer of the Corporation. He shall
preside at all meetings of stockholders and directors and he shall have such
other powers and duties as designated in these Bylaws.
Section 5. The Vice Chairman of the Board. The Vice Chairman of the Board,
if one has been elected and if designated by the Board of Directors, shall
preside at meetings of stockholders and directors in the absence of the Chairman
of the Board and shall have such other powers and duties as designated in these
Bylaws and as from time to time may be assigned to him by the Board of
Directors. The Board of Directors may designate that the Vice Chairman of the
Board shall be a non-executive position, in which case the Vice Chairman of the
Board shall not be an officer of the Corporation.
Section 6. The Chief Executive Officer. The Chief Executive Officer shall
be the chief executive officer of the Corporation and, subject to the Board of
Directors, he shall have general supervision over the business of the
Corporation and shall be in charge of the properties and operations of the
Corporation with all such powers with respect to such business, properties and
operations as may be reasonably incident to such responsibilities; he may agree
upon and execute all division and transfer orders, bonds, agreements, contracts
and other obligations in the name of the Corporation; and he shall have such
other powers and duties as designated in these Bylaws and as from time to time
may be assigned to him by the Board of Directors. In addition, if designated by
the Board of Directors, he shall preside at meetings of stockholders and
directors in the absence of the Chairman of the Board.
Section 7. The President. The President shall, subject to the Board of
Directors, assist the Chief Executive Officer of the Corporation in the general
supervision and management of the business, properties and operations of the
Corporation with all such powers with respect to the management of such
business, properties and operations as may be reasonably incident to such
responsibilities; in the absence of the Chief Executive Officer, he may agree
upon and execute all division and transfer orders, bonds, agreements contracts
and other obligations in the name of the Corporation; and he shall have such
other powers and duties as designated in these Bylaws and as from time to time
may be assigned to him by the Board of Directors. Unless otherwise provided by
the Board of Directors or these Bylaws, the President shall exercise the powers
of the Chief Executive Officer during his absence, refusal or inability to act.
Any action taken by the President in the performance of the duties of the Chief
Executive Officer shall be conclusive evidence of the absence, refusal or
inability of the Chief Executive Officer to act at the time such action was
taken. In addition, if designated by the Board of Directors, the President shall
preside at meetings of stockholders and directors in the absence of the Chairman
of the Board and the Chief Executive Officer.
Section 8. The Chief Operating Officer. The Chief Operating Officer, if
one has been elected, shall be the chief operating officer of the Corporation
and, subject to the Board of Directors, he shall assist the Chief Executive
Officer in the Management and supervision of the
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business, properties and operations of the Corporation in the ordinary course of
its business with all such powers with respect to the management and supervision
of such business, properties and operations as may be reasonably incident to
such responsibilities; in the absence of the Chief Executive Officer, he may
agree upon and execute all division and transfer orders, bonds, agreements,
contracts and other obligations in the name of the Corporation; and he shall
have such other powers and duties as designated in these Bylaws and as from time
to time may be assigned to him by the Board of Directors. He shall exercise the
powers of the Chief Executive Officer during his absence, refusal or inability
to act. Any action taken by the Chief Operating Officer in the performance of
the duties of the Chief Executive Officer shall be conclusive evidence of the
absence, refusal or inability of the Chief Executive Officer to act at the time
such action was taken.
Section 9. The Chief Administrative Officer. The Chief Administrative
Officer, if one has been elected, shall be the chief administrative officer of
the Corporation with all such powers with respect to the administration of the
Corporation as may be reasonably incident to such responsibilities and he shall
have such other powers and duties as designated in these Bylaws and as from time
to time may be assigned to him by the Board of Directors. He shall exercise the
powers of the Chief Executive Officer, the President and the Chief Operating
Officer (if one has been elected) during their absence, refusal or inability to
act. Any action taken by the Chief Administrative Officer in the performance of
the duties of the Chief Executive Officer, the President and the Chief Operating
Officer shall be conclusive evidence of the absence, refusal or inability of
Chief Executive Officer, the President and the Chief Operating Officer to act at
the time such action was taken.
Section 10. The Chief Financial Officer. The Chief Financial Officer shall
be the chief financial officer of the Corporation and, subject to the Board of
Directors, shall be in charge of and manage all the funds and securities of the
Corporation, to include overseeing and directing the depositing and disbursing
of the funds of the Corporation and the rendering of the statement of the cash
account and other accounts of monies received and paid out on account of the
Corporation; and he shall have such other powers and duties as designated in
these Bylaws and as from time to time may be assigned to him by the Board of
Directors.
Section 11. Vice Presidents. Each Vice President shall have such powers
and duties as may be assigned to him by the Board of Directors and exercise the
powers of the Chief Executive Officer, the President and the Chief Operating
Officer (if one has been elected) during their absence, refusal or inability to
act. Any action taken by a Vice President in the performance of the duties of
the Chief Executive Officer, the President and the Chief Operating Officer shall
be conclusive evidence of the absence, refusal or inability of the Chief
Executive Officer, the President and the Chief Operating Officer to act at the
time such action was taken.
Section 12. Controller. The Controller shall be the chief accounting
officer of the Corporation and, subject to the Board of Directors, shall be in
charge of and manage the accounting for all the funds and securities of the
Corporation, to include maintaining records of all assets, liabilities and
transactions of the Corporation and the rendering of the statements of the
accounts of the Corporation; and he shall have such other powers and duties as
designated in these Bylaws and as from time to time may be assigned to him by
the Board of Directors.
Section 13. Treasurer. The Treasurer shall have custody of all the funds
and securities of the Corporation which come into his hands. When necessary or
proper, he may endorse, on behalf of the Corporation, for collection, checks,
notes and other obligations and shall deposit the same to the credit of the
Corporation in such bank or banks or depositaries as shall be designated by, and
in the manner prescribed by, the Board of Directors; he may sign all receipts
and vouchers for payments made to the Corporation, either alone or jointly with
such other
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officer as is designated by the Board of Directors; he shall disburse the funds
of the Corporation as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements. Whenever required by the Board of Directors, he
shall render a statement of his cash account; he shall enter or cause to be
entered regularly in the books of the Corporation to be kept by him for that
purpose full and accurate accounts of all monies received and paid out on
account of the Corporation; and he shall perform all acts incident to the
position of Treasurer subject to the control of the Board of Directors; he
shall, if required by the Board of Directors, give such bond for the faithful
discharge of his duties in such form as the Board of Directors may require. The
Treasurer shall exercise the powers of the Chief Financial Officer during his
absence, refusal or inability to act. Any action taken by the Treasurer in the
performance of the duties of the Chief Financial Officer shall be conclusive
evidence of the absence, refusal or inability of Chief Financial Officer to act
at the time such action was taken.
Section 14. Assistant Treasurer. Each Assistant Treasurer shall have the
usual powers and duties pertaining to his office, together with such other
powers and duties as may be assigned to him by the Board of Directors. The
Assistant Treasurer shall exercise the powers of the Treasurer during the
officer's absence, refusal or inability to act.
Section 15. Secretary. The Secretary shall keep the minutes of all
meetings of the Board of Directors and the minutes of all meetings of the
stockholders, in books provided for that purpose; he shall attend to the giving
and serving of all notices; he may sign with the Chief Executive Officer, the
Chief Operating Officer (if one has been elected), the Chief Administrative
Officer (if one has been elected), the Chief Financial Officer, the President,
or a Vice President in the name of the Corporation all contracts of the
Corporation and affix the seal of the Corporation thereto; he may affix and
attest the seal of the Corporation to such instruments and documents as may be
properly executed by the Corporation; and he shall have charge of the
certificate books, transfer books and stock ledgers, and such other books and
papers as the Board of Directors may direct, all of which shall at all
reasonable times be open to the inspection of any director upon application at
the office of the Corporation during ordinary business hours, and he shall in
general perform all duties incident to the office of Secretary subject to the
control of the Board of Directors.
Section 16. Assistant Secretaries. Each Assistant Secretary shall have the
usual powers and duties pertaining to his office, together with such other
powers and duties as may be assigned to him by the Board of Directors or the
Secretary. The Assistant Secretaries shall exercise the powers of the Secretary
during the officer's absence, refusal or inability to act.
Article VII
Indemnification of Directors,
Officers, Employees and Agents
Section 1. Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she is the legal
representative, is or was or has agreed to become a director or officer of the
Corporation or is or was serving or has agreed to serve at the request of the
Corporation as a director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director or officer or in any other
capacity while serving or having agreed to serve as a director or officer, shall
be indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General
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Corporation Law, as the same exists or may hereafter be amended, (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment) against all expense,
liability and loss (including without limitation, attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has ceased
to serve in the capacity which initially entitled such person to indemnity
hereunder and shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that the Corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this Article VII shall be a contract right and
shall include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that, if the Delaware General Corporation Law requires, the payment of
such expenses incurred by a current, former or proposed director or officer in
his or her capacity as a director or officer or proposed director or officer
(and not in any other capacity in which service was or is or has been agreed to
be rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the Corporation
of an undertaking, by or on behalf of such indemnified person, to repay all
amounts so advanced if it shall ultimately be determined that such indemnified
person is not entitled to be indemnified under this Section or otherwise.
Section 2. Indemnification of Employees and Agents. The Corporation may,
by action of its Board of Directors, provide indemnification to employees and
agents of the Corporation, individually or as a group, with the same scope and
effect as the indemnification of directors and officers provided for in this
Article.
Section 3. Right of Claimant to Bring Suit. If a written claim received by
the Corporation from or on behalf of an indemnified party under this Article VII
is not paid in full by the Corporation within ninety days after such receipt,
the claimant may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding in advance of
its final disposition where the required undertaking, if any is required, has
been tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the Delaware General Corporation Law for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.
Section 4. Nonexclusivity of Rights. The right to indemnification and the
advancement and payment of expenses conferred in this Article VII shall not be
exclusive of any other right which any person may have or hereafter acquire
under any law (common or statutory), provision of the Certificate of
Incorporation of the Corporation, bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.
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Section 5. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any person who is or was serving as a director,
officer, employee or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Corporation would have the power
to indemnify such person against such expense, liability or loss under the
Delaware General Corporation Law.
Section 6. Savings Clause. If this Article VII or any portion hereof shall
be invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify and hold harmless each director and
officer of the Corporation, as to costs, charges and expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement with respect
to any action, suit or proceeding, whether civil, criminal, administrative or
investigative to the full extent permitted by any applicable portion of this
Article VII that shall not have been invalidated and to the fullest extent
permitted by applicable law.
Section 7. Definitions. For purposes of this Article, reference to the
"Corporation" shall include, in addition to the Corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger prior to (or, in the case of an entity specifically
designated in a resolution of the Board of Directors, after) the adoption hereof
and which, if its separate existence had continued, would have had the power and
authority to indemnify its directors, officers and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Article with respect to the resulting or
surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.
Article VIII
Capital Stock
Section 1. Certificates of Stock. The certificates for shares of the
capital stock of the Corporation shall be in such form, not inconsistent with
statutory provisions and the Certificate of Incorporation, as shall be approved
by the Board of Directors. The President or a Vice President shall cause to be
issued to each stockholder one or more certificates under the seal of the
Corporation and signed by the President or Vice President and the Secretary or
an Assistant Secretary or the Treasurer or an Assistant Treasurer certifying the
number of shares (and, if the stock of the Corporation shall be divided into
classes or series, the class and series of such shares) owned by such
stockholder in the Corporation; provided, however, that any or all of the
signatures on the certificate may be facsimile. The stock record books and the
blank stock certificate books shall be kept by the Secretary, or at the office
of such transfer agent or transfer agents as the Board of Directors or the
Executive Committee may from time to time by resolution determine. In case any
officer, transfer agent or registrar who shall have signed or whose facsimile
signature or signatures shall have been used on, any such certificate or
certificates shall cease to be such officer, transfer agent or registrar,
whether because of death, resignation or otherwise, before such certificate or
certificates shall have been issued by the Corporation, such certificate or
certificates may nevertheless be issued and delivered by the Corporation as
though the officer, transfer agent or registrar who signed such certificate or
certificates or whose facsimile signature or signatures shall have been used
thereon had not ceased to be such officer, transfer agent or registrar.
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Section 2. Transfer of Shares. 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 3. Ownership of Shares. The Corporation shall be entitled to treat
the holder of record of any share or shares as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of the State of Delaware.
Section 4. Record Date. For the purpose of determining stockholders
entitled to notice of or to vote at any meeting of stockholders, or any
adjournment thereof, or entitled to receive payment of any dividend, or in order
to make a determination of stockholders for any other proper purpose, the Board
of Directors of the Corporation may fix, in advance, a date as record date for
any such determination of stockholders, such date in any case not to be more
than sixty (60) days (unless a shorter period is provided for in the Certificate
of Incorporation) and, in case of a meeting of stockholders, not less than ten
(10) days prior to the date on which the particular action requiring such
determination of stockholders is to be taken. If no record date is fixed for the
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders or either (a) to notice of or to vote at a meeting of stockholders
or (b) to receive payment of a dividend, the close of business on the day next
preceding the date on which the notice of the meeting is mailed or on the date
on which the resolution of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date for such determination of
stockholders.
Section 5. Regulations Regarding Certificates. The Board of Directors
shall have the power and authority to make all such rules and regulations as
they may deem expedient concerning the issue, transfer and registration or the
replacement of certificates for shares of capital stock of the Corporation.
Section 6. Dividends. The Board of Directors may, from time to time,
declare, and the Corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law and the Certificate of
Incorporation.
Section 7. Lost or Destroyed Certificates. The Board of Directors or the
Executive Committee may determine the conditions upon which a new certificate of
stock may be issued in place of a certificate which is alleged to have been lost
or destroyed; and may, in their discretion, require the owner of such
certificate or his legal representative to give bond, with sufficient surety, to
indemnify the Corporation and each transfer agent against any and all losses or
claims which may arise by reason of the issue of a new certificate in the place
of the one so lost or destroyed.
Article IX
Miscellaneous Provisions
Section 1. Fiscal Year. The fiscal year of the Corporation shall be the
calendar year or such other period as shall be established by the Board of
Directors from time to time.
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Section 2. Seal. The seal of the Corporation shall be such as from time to
time may be approved by the Board of Directors.
Section 3. Notice and Waiver of Notice. Whenever any notice whatever is
required to be given under the provisions of these Bylaws, said notice shall be
deemed to be sufficient if given by depositing the same in a post office box in
a sealed postpaid wrapper addressed to the person entitled thereto at his post
office address, as it appears on the books of the Corporation, and such notice
shall be deemed to have been given on the day of such mailing. A waiver of
notice, signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent thereto.
Section 4. Resignations. Any director or officer may resign at any time.
Such resignations shall be made in writing and shall take effect at the time
specified therein, or, if no time be specified, at the time of its receipt by
the Chairman of the Board, the President, the Vice Chairman of the Board or
Secretary. The acceptance of a resignation shall not be necessary to make it
effective, unless expressly so provided in the resignation.
Article X
Amendments
As provided in the Certificate of Incorporation of the Corporation, the
Board of Directors shall have the power to make, adopt, alter, amend and repeal
from time to time bylaws of the Corporation, subject to the right of the
stockholders entitled to vote with respect thereto to adopt, alter, amend and
repeal such bylaws as adopted, altered or amended by the Board of Directors;
provided, however, that bylaws shall not be adopted, altered, amended or
repealed by the stockholders of the Corporation except by the vote of the
holders of not less than eighty percent (80%) of the outstanding shares of
capital stock of the Corporation normally entitled to vote in the election of
directors.
Amendment No. 1 herein: Article III Section 2. Classes of Directors
and Term of Office, October 26, 1984.
Amendment No. 2 herein: Article II Section 4. Annual Meetings;
Election of Directors, July 26, 1985.
Amendment No. 3 herein: Article V Section 1. Executive Committee
and Other Committees, June 30, 1986.
Amendment No. 4 herein: Article VII (in entirety) Indemnification
of Directors, Officers, Employees and Agents, April 23, 1987.
Amendment No. 5 herein: Article III Section 2. Classes of Directors
and Term of Office, October 23, 1987.
Amendment No. 6 herein: Article III Section 2. Classes of Directors
and Term of Office, April 28, 1989.
Amendment No. 7 herein: Article III Section 2. Classes of Directors
and Term of Office, January 25, 1990.
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Amendment No. 8 herein: Article II Section 5. Special Meetings,
February 25, 1992.
Amendment No. 9 herein: Article III Section 2. Classes of Directors
and Term of Office, April 24, 1992.
Amendment No. 10 herein: Article II Section 3. Quorum and Section
6. Voting; Elections; Inspectors; Votes by Ballot, December 21, 1992.
Amendment No. 11 herein: Article III Section 2. Classes of Directors
and Term of Office, April 23, 1993.
Amendment No. 12 herein: Article III Section 2. Classes of Directors
and Term of Office, April 26, 1996.
Amendment No. 13 herein: Article III Section 1. Number,
Qualifications and Nominations, September 1, 1996.
Amendment No. 14 herein: Article III Section 2. Classes of Directors
and Term of Office, April 25, 1997
Amendment No. 15 herein: Article III Section 2. Classes of Directors
and Term of Office, January 22, 1998
Amendment No. 16 herein: Article III Section 2. Classes of Directors
and Term of Office, July 14, 1998
Amendment No. 17 herein: Article III Section 2. Classes of Directors
and Term of Office, April 28, 2000
Amendment No. 18 herein: Article III Section 2. Classes of Directors
and Term of Office, April 27, 2001
Amendment No. 19 herein: Multiple Articles and Sections therein
(initial phase of CEO succession) August 1, 2002
Amendment No. 20 herein: Multiple Articles and Sections therein
(concluding phase of CEO succession) May 1, 2003
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