1
Adopted: September 22, 1971 ITEM 14(a)3, EXHIBIT 3(a)
Amended: May 31, 1973
November 20, 1974
November 1, 1975
September 29, 1976
September 29, 1979
August 27, 1980
November 22, 1988
April 14, 1989
June 28, 1989
January 2, 1992
September 29, 1992
February 9, 1994
February 23, 1995
_______________________________
BY-LAWS
OF
TESORO PETROLEUM CORPORATION
(As Amended February 23, 1995)
2
ARTICLE I
Meeting of Stockholders
Section 1.1 Annual Meetings. The annual meeting of the stockholders
for the election of directors and for the transaction of such other business as
properly may come before such meeting shall be held on such date, and at such
time and place within or without the State of Delaware, as may be designated by
the Board of Directors.
Section 1.2 Special Meetings. Special meetings of the stockholders
for any proper purpose or purposes may be called at any time by the Board of
Directors, the Chairman of the Board of Directors, the Vice Chairman of the
Board of Directors, the President or any Vice President, to be held on such
date, and at such time and place within or without the State of Delaware, as
the Board of Directors, the Chairman of the Board of Directors, the Vice
Chairman of the Board of Directors, the President, or a Vice President,
whichever has called the meeting, shall direct. A special meeting of the
stockholders shall be called by the Chairman of the Board of Directors, the
Vice Chairman of the Board of Directors, the President, or any Vice President
whenever stockholders holding shares representing a majority of the votes of
the shares of the Corporation then issued and outstanding and entitled to vote
on matters to be submitted to stockholders of the Corporation shall make
application therefor in writing. Any such written request shall state a proper
purpose or purposes of the meeting and shall be delivered to the Chairman of
the Board of Directors, the Vice Chairman of the Board of Directors, the
President, or any Vice President. A special meeting of the stockholders shall
be called by the Chairman of the Board of Directors, the Vice Chairman of the
Board of Directors, the President or any Vice President, for the purpose of
electing one additional member to the Board of Directors in the event there
should occur three tie votes of the Board of Directors with respect to any
matter or series of matters at any meeting or series of meetings within a three
consecutive month period.
Section 1.3 Notice of Meeting. Written notice, signed by the
Chairman of the Board of Directors, the Vice Chairman of the Board of
Directors, the President, any Vice President, the Secretary or an Assistant
Secretary, of every meeting of stockholders (other than an adjourned meeting
unless otherwise required by statute) stating the purpose or purposes for which
the meeting is called, and the date and time when, and the place where, it is
to be held shall be either delivered personally or mailed to each stockholder
entitled to vote at such meeting not less than ten nor more than sixty days
before the meeting, except as otherwise provided by statute. If mailed, such
notice shall be directed to a stockholder at his address as it shall appear on
the stock books of the Corporation, unless he shall have filed with the
Secretary a written request that notices intended for him be mailed to some
other address, in which case it shall be mailed to the address designated in
such request, and shall be given when deposited in the United States mail,
postage prepaid.
3
Section 1.4 Quorum. The presence at any meeting, in person or by
proxy, of the holders of record of shares representing a majority of the votes
of the shares then issued and outstanding and entitled to vote shall be
necessary and sufficient to constitute a quorum for the transaction of
business, except where otherwise provided by statute.
Section 1.5 Adjournments. In the absence of a quorum, a majority of
the votes of the stockholders entitled to vote, present in person or by proxy,
or, if no stockholder entitled to vote is present in person or by proxy, any
officer entitled to preside at or act as secretary of such meeting, may adjourn
the meeting from time to time until a quorum shall be present.
Section 1.6 Voting. Directors shall be chosen by a plurality of the
votes cast at the election, and, except where otherwise provided by statute, or
the Certificate of Incorporation, all other questions shall be determined by a
majority of the votes cast on such question.
Section 1.7 Proxies. Any stockholders entitled to vote may vote by
proxy, provided that the instrument authorizing such proxy to act shall have
been executed in writing (which shall include telegraphing or cabling) by the
stockholder himself or by his duly authorized attorney.
Section 1.8 Judges of Election. The Board of Directors may appoint
judges of election to serve at any election of directors and at balloting on
any other matter that may properly come before a meeting of stockholders. If
no such appointment shall be made, or if any of the judges so appointed shall
fail to attend, or refuse or be unable to serve, then such appointment may be
made by the presiding officers at the meeting.
ARTICLE II
Board of Directors
Section 2.1 Number, Election and Term of Office. The number of
directors which shall constitute the whole Board of Directors shall be fixed
from time to time by resolution of the Board of Directors but shall not be less
than three. The directors shall be elected at the annual meeting of
stockholders, except as provided in Section 2.2, and each director elected at
an annual meeting of stockholders, and directors elected in the interim to fill
vacancies and newly created directorships shall hold office until the next
annual meeting of stockholders or until their successors are duly elected and
qualified or until their earlier resignation or removal. A director need not
be a stockholder.
- 2 -
4
Section 2.2 Vacancies and Additional Directorships. Unless otherwise
provided in the Certificate of Incorporation or these By-laws: (1) vacancies
and newly created directorships resulting from any increase in the authorized
number of directors elected by all of the stockholders having the right to vote
as a single class may be filled by a majority of the directors then in office,
although less than a quorum; (2) whenever the holders of any class or classes
of stock or series thereof are entitled to elect one or more directors by the
Certificate of Incorporation, vacancies and newly created directorships of such
class or classes or series may be filled by a majority of the directors elected
by such class or classes or series thereof then in office.
Section 2.3 The Chairman and the Vice Chairman of the Board of
Directors. The Board of Directors may appoint a Chairman of the Board of
Directors and a Vice Chairman of the Board of Directors who shall each be a
director but need not be a stockholder of the Corporation. The Chairman and
the Vice Chairman shall not, by reason of said titles, be or be deemed to be an
officer of the Corporation. The Chairman or, in his absence, the Vice Chairman
shall, when present, preside at all meetings of the stockholders and of the
Board of Directors. Each of the Chairman and Vice Chairman may sign, with an
officer thereunto duly authorized, certificates of stock of the Corporation,
the issuance of which shall have been duly authorized (the signatures to which
may be facsimile signatures) and may sign and execute in the name of the
Corporation other instruments which the Board of Directors has authorized to be
executed. From time to time, the Chairman or, in his absence or at his
direction, the Vice Chairman shall report to the Board of Directors all matters
which to their knowledge the interests of the Corporation may require be
brought to their attention. The Chairman and the Vice Chairman shall perform
such other duties as are given to them by these By-laws or as from time to time
may be assigned to them by the Board of Directors.
Section 2.4 Meetings. A meeting of the Board of Directors shall be
held for organization, for the election of officers and for the transaction of
such other business as may properly come before the meeting, within thirty days
after each annual election of directors.
The Board of Directors by resolution may provide for the holding of
regular meetings and may fix the times and places at which such meetings shall
be held. Notice of regular meetings shall not be required to be given,
provided that whenever the time or place of regular meetings shall be fixed or
changed, notice of such action shall be mailed promptly to each director who
shall not have been present at the meeting at which such action was taken,
addressed to him at his residence or usual place of business.
Special meetings of the Board of Directors may be called by the
Chairman of the Board of Directors, the Vice Chairman of the Board of
Directors, the President, any Vice President or any two directors. Except as
otherwise required by statute, notice of each special meeting shall be mailed
to each director, addressed to him at his
- 3 -
5
residence or usual place of business, or shall be sent to him at such place by
telegram, radio or cable, or telephoned or delivered to him personally, not
later than two days before the day on which the meeting is to be held. Such
notice shall state the time and place of such meeting, but unless otherwise
required by statute, the Certificate of Incorporation of the Corporation or
these By-laws need not state the purposes thereof.
Notice of any meeting need not be given to any director who shall
attend such meeting in person or who shall waive notice thereof, before or
after such meeting, in writing or by telegram, radio or cable.
Section 2.5 Quorum. One-third of the total number of members of the
Board of Directors as constituted from time to time, but not less than two,
shall be necessary and sufficient to constitute a quorum for the transaction of
business. In the absence of a quorum, a majority of those present at the time
and place of any meeting may adjourn the meeting from time to time until a
quorum shall be present, and the meeting may be held as adjourned without
further notice of waiver. A majority of those present at any meeting at which
a quorum is present may decide any question brought before such meeting, except
as otherwise provided by law, the Certificate of Incorporation or these
By-laws.
Section 2.6 Resignation of Directors. Any director may resign at any
time by giving written notice of such resignation to the Board of Directors,
the Chairman of the Board of Directors, the Vice Chairman of the Board of
Directors, the President, any Vice President or the Secretary. Any such
resignation shall take effect at the time specified therein, or, if no time be
specified, upon receipt thereof by the Board of Directors or one of the
above-named officers; and, unless specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 2.7 Removal of Directors. At any special meeting of the
stockholders, duly called for the purpose of removing a director or directors
as provided in these By-laws, any director or directors may, by the affirmative
vote of the holders of shares representing a majority of the votes of all the
shares of stock outstanding and entitled to vote for the election of directors,
be removed from office, either for or without cause. Such vacancy shall be
filled by the directors as provided in Section 2.2.
Section 2.8 Compensation of Directors. Directors shall receive such
reasonable compensation for their service as such, whether in the form of
salary or a fixed fee for attendance at meetings, with expenses, if any, as the
Board of Directors may from time to time determine. Nothing herein contained
shall be construed to preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.
Section 2.9 Indemnification. The Corporation shall indemnify to the
full extent authorized or permitted by the laws of the State of Delaware any
person who is made,
- 4 -
6
or threatened to be made, a party to an action, suit or proceeding (whether
civil, criminal, administrative or investigative) by reason of the fact that
he, his testator or intestate is or was a director, officer or employee of the
Corporation or serves or served any other enterprise at the request of the
Corporation.
ARTICLE III
Committees of the Board
Section 3.1 Designation, Power, Alternate Members and Term of Office.
The Board of Directors may, by resolution passed by a majority of the whole
Board, designate one or more committees including an Executive Committee, each
committee to consist of one or more of the directors of the Corporation. Any
such committee, to the extent provided in such resolution or in these By-laws,
shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the Corporation, and
may authorize the seal of the Corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in
reference to amending the Certificate of Incorporation, adopting an agreement
of merger of 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 the By-laws of the Corporation or,
unless the resolution of the Board of Directors establishing any such committee
shall expressly so provide or these By-laws shall expressly so provide,
declaring a dividend on the Corporation's capital stock or authorizing the
issuance of the Corporation's capital stock. The Board may designate one or
more directors as alternate members of any committee who, in the order
specified by the Board, may replace any absent or disqualified member at any
meeting of the committee. If at a meeting of any committee one or more of the
members thereof should be absent or disqualified, and if either the Board of
Directors has not so designated any alternate member or members, or the number
of absent or disqualified members exceeds the number of alternate members who
are present at such meeting, then the member or members of such committee
(including alternates) present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
director to act at the meeting in the place of any such absent or disqualified
member. The term of office of the members of each committee shall be as fixed
from time to time by the Board, subject to these By-laws; provided, however,
that any committee member who ceases to be a member of the Board shall ipso
facto cease to be a committee member. Each committee shall appoint a
secretary, who may be the Secretary of the Corporation or an Assistant
Secretary thereof.
- 5 -
7
Section 3.2 Meetings, Notices and Records. Each committee may provide
for the holding of regular meetings, with or without notice, and may fix the
time and place at which such meetings shall be held. Special meetings of each
committee shall be held upon call by or at the direction of its chairman or, if
there be no chairman, by or at the direction of any two of its members, at the
time and place specified in the respective notices or waivers of notice
thereof. Notice of each special meeting of a committee shall be mailed to each
member of such committee, addressed to him at his residence or usual place of
business, at least two days before the day on which the meeting is to be held,
or shall be sent by telegram, radio or cable, addressed to him at such place,
or telephoned or delivered to him personally not later than the day before the
day on which the meeting is to be held. Notice of any meeting of a committee
need not be given to any member thereof who shall attend the meeting in person
or who shall waive notice thereof, before or after such meeting, in writing or
by telegram, radio or cable. Notice of any adjourned meeting need not be
given. Each committee shall keep a record of its proceedings.
Section 3.3 Quorum and Manner of Acting. At each meeting of any
committee the presence of one-third but not less than two of its members then
in office shall be necessary and sufficient to constitute a quorum for the
transaction of business, and the act of a majority of the members present at
any meeting at which a quorum is present shall be the act of such committee. In
the absence of a quorum, a majority of the members present at the time and
place of any meeting may adjourn the meeting from time to time until a quorum
shall be present. Subject to the foregoing and other provisions of these
By-laws and except as otherwise determined by the Board of Directors, each
committee may make rules for the conduct of its business. Any determination
made in writing and signed by all the members of such committee shall be as
effective as if made by such committee at a meeting.
Section 3.4 Resignations. Any member of a committee may resign at
any time by giving written notice of such resignation to the Board of
Directors, the Chairman of the Board of Directors, the Vice Chairman of the
Board of Directors, the President, any Vice President or the Secretary. Any
such resignation shall take effect at the time specified therein, or if no time
be specified, upon receipt thereof by the Board of Directors or one of the
above-named officers; and, unless specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 3.5 Removal. Any member of any committee may be removed at
any time by the Board of Directors with or without cause.
Section 3.6 Vacancies. If any vacancy shall occur in any committee
by reason of death, resignation, disqualification, removal or otherwise, the
remaining members of such committee, though less than a quorum, shall continue
to act until such vacancy is filled by a resolution passed by a majority of the
whole Board of Directors.
- 6 -
8
Section 3.7 Compensation. Committee members shall receive such
reasonable compensation for their services as such, whether in the form of
salary or a fixed fee for attendance at meetings, with expenses, if any, as the
Board of Directors may from time to time determine. Nothing herein contained
shall be construed to preclude any committee member from serving the
Corporation in any other capacity and receiving compensation therefor.
ARTICLE IV
Officers
Section 4.1 Officers. The officers of the Corporation shall be a
President, one or more Vice Presidents (which may include Executive Vice
Presidents, Group Vice Presidents, Senior Vice Presidents and other categories
of Vice Presidents), a Secretary, a Treasurer, and such other officers as may
be appointed in accordance with the provisions of Section 4.3.
Section 4.2 Election, Term of Office and Qualifications. Each
officer (except such officers as may be appointed in accordance with the
provisions of Section 4.3) shall be elected by the Board of Directors. Each
such officer (whether elected at the first meeting of the Board of Directors
after the annual meeting of stockholders or to fill a vacancy otherwise) shall
hold his office until the first meeting of the Board of Directors after the
next annual meeting of stockholders and until his successor shall have been
elected, or until his death, or until he shall have resigned in the manner
provided in Section 4.4 or shall have been removed in the manner provided in
Section 4.5.
Section 4.3 Subordinate Officers and Agents. The Board of Directors
from time to time may appoint other officers or agents (including one or more
Assistant Vice Presidents, one or more Assistant Secretaries and one or more
Assistant Treasurers), to hold office for such period, have such authority and
perform such duties as are provided in these By-laws or as may be provided in
the resolutions appointing them. The Board of Directors may delegate to any
officer or agent the power to appoint any such subordinate officers or agents
and to prescribe their respective terms of office, authorities and duties.
Section 4.4 Resignations. Any officer may resign at any time by
giving written notice of such resignation to the Board of Directors, the
Chairman of the Board of Directors, the Vice Chairman of the Board of
Directors, the President, any Vice President or the Secretary. Any such
resignation shall take effect at the time specified therein or, if no time be
specified, upon receipt thereof by the Board of Directors or
- 7 -
9
one of the above-named officers; and, unless specified therein, the acceptance
of such resignation shall not be necessary to make it effective.
Section 4.5 Removal. Any officer specifically designated in Section
4.1 may be removed at any time, either with or without cause, at any meeting of
the Board of Directors by the vote of a majority of all the Directors then in
office. Any officer or agent appointed in accordance with the provisions of
Section 4.3 may be removed, either with or without cause, by the Board of
Directors at any meeting, by the vote of a majority of the Directors present at
such meeting, or by any superior officer or agent upon whom such power of
removal shall have been conferred by the Board of Directors.
Section 4.6 Vacancies. A vacancy in any office by reason of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed by these By-laws for
regular election or appointment to such office.
Section 4.7 The President. The President shall be the Chief
Executive Officer of the Corporation. Subject to the direction of the Board of
Directors, he shall have general charge of the business, affairs and property
of the Corporation and general supervision over the officers and agents of the
Corporation. He shall see that all orders and resolutions of the Board of
Directors are carried into effect. In the absence of the Chairman of the Board
of Directors and the Vice Chairman of the Board of Directors, he shall preside
at all meetings of stockholders. He may sign, with any other officer thereunto
duly authorized, certificates of stock of the Corporation the issuance of which
shall have been duly authorized (the signature to which may be a facsimile
signature), and may sign and execute in the name of the Corporation, deeds,
mortgages, bonds, contracts, agreements or other instruments duly authorized by
the Board of Directors except in cases where the signing and execution thereof
shall be expressly delegated by the Board of Directors or by statute to some
other officer or agent. He shall perform such other duties as are given to him
by these By-laws or as from time to time may be assigned to him by the Board of
Directors.
Section 4.8 The Vice Presidents. In the event of the absence or
disability of the President, any Vice President designated by the President (or
in the absence of such designation, the Vice President designated by the Board
of Directors) shall perform all the duties of the President and, when so
acting, shall have all the powers of and be subject to all restrictions upon
the President. Any Vice President may also sign, with any other officer
thereunto duly authorized, certificates of stock of the Corporation the
issuance of which shall have been duly authorized (the signature to which may
be a facsimile signature), and may sign and execute in the name of the
Corporation, deeds, mortgages, bonds and other instruments duly authorized by
the Board of Directors, except in cases where the signing and execution thereof
shall be expressly delegated by the Board of Directors or by statute to some
other officer or agent. Each Vice
- 8 -
10
President shall perform such other duties as are given to him by these By-laws
or as from time to time may be assigned to him by the Board of Directors or the
President.
Section 4.9 The Secretary. The Secretary shall
(a) record all the proceedings of the meetings of the
stockholders, the Board of Directors, and any committees in a book or
books to be kept for that purpose;
(b) cause all notices to be duly given in accordance with the
provisions of these By-laws and as required by statute;
(c) whenever any committee shall be appointed in pursuance of
a resolution of the Board of Directors, furnish the chairman of such
committee with a copy of such resolution;
(d) be custodian of the records and of the seal of the
Corporation, and cause such seal to be affixed to all certificates
representing stock of the Corporation prior to the issuance thereof
and to all instruments the execution of which on behalf of the
Corporation under its seal shall have been duly authorized;
(e) see that the lists, books, reports, statements,
certificates and other documents and records required by statute are
properly kept and filed;
(f) have charge of the stock and transfer books of the
Corporation, and exhibit such stock book at all reasonable times to
such persons as are entitled by statute to have access thereto;
(g) sign (unless the Treasurer or an Assistant Secretary or an
Assistant Treasurer shall sign) certificates representing stock of the
Corporation the issuance of which shall have been duly authorized (the
signature to which may be a facsimile signature); and
(h) in general, perform all duties incident to the office of
Secretary and such other duties as are given to him by these By-laws
or as from time to time may be assigned to him by the Board of
Directors or the President.
Section 4.10 Assistant Secretaries. At the request of the Secretary
or in his absence or disability, the Assistant Secretary designated by him (or
in the absence of such designation, the Assistant Secretary designated by the
Board of Directors or the President) shall perform all the duties of the
Secretary and, when so acting, shall have all the powers of and be subject to
all restrictions upon the Secretary. The Assistant Secretaries shall perform
such other duties as from time to time may be assigned to them by the Board of
Directors, the President or the Secretary.
- 9 -
11
Section 4.11 The Treasurer. The Treasurer shall
(a) have charge of and supervision over and be responsible for
the funds, securities, receipts and disbursements of the Corporation;
(b) cause the monies and other valuable effects of the
Corporation to be deposited in the name and to the credit of the
Corporation in such banks or trust companies or with such bankers or
other depositaries as shall be selected in accordance with Section 5.3
of these By-laws or to be otherwise dealt with in such manner as the
Board of Directors may direct;
(c) cause the funds of the Corporation to be disbursed by
checks or drafts upon the authorized depositaries of the Corporation,
and cause to be taken and preserved proper vouchers for all monies
disbursed;
(d) render to the Board of Directors or the President,
whenever requested, a statement of the financial condition of the
Corporation and of all his transactions as Treasurer;
(e) cause to be kept at the Corporation's principal office
correct books of account of all its business and transactions and such
duplicate books of account as he shall determine and upon application
cause such books or duplicates thereof to be exhibited to any
director;
(f) be empowered, from time to time, to require from the
officers or agents of the Corporation reports or statements giving
such information as he may desire with respect to any and all
financial transactions of the Corporation;
(g) sign (unless the Secretary or an Assistant Secretary or an
Assistant Treasurer shall sign) certificates representing stock of the
Corporation the issuance of which shall have been duly authorized (the
signature to which may be a facsimile signature); and
(h) in general, perform all duties incident to the office of
Treasurer and such other duties as are given to him by these By-laws
or as from time to time may be assigned to him by the Board of
Directors or the President.
Section 4.12 Assistant Treasurers. At the request of the Treasurer
or in his absence or disability, the Assistant Treasurer designated by him (or
in the absence of such designation, the Assistant Treasurer designated by the
Board of Directors or the President) shall perform all the duties of the
Treasurer, and, when so acting, shall have all the powers of and be subject to
all restrictions upon the Treasurer. The Assistant Treasurers shall perform
such other duties as from time to time may be assigned to them by the Board of
Directors, the President or the Treasurer.
- 10 -
12
Section 4.13 Salaries. The salaries of the officers of the
Corporation shall be fixed from time to time by the Board of Directors, except
that the Board of Directors may delegate to any person the power to fix the
salaries or other compensation of any officers or agents appointed in
accordance with the provisions of Section 4.3. No officer shall be prevented
from receiving such salary by reason of the fact that he is also a director of
the Corporation.
Section 4.14 Surety Bonds. If the Board of Directors shall so
require, any officer or agent of the Corporation shall execute to the
Corporation a bond in such sum and with such surety or sureties as the Board of
Directors may direct, conditioned upon the faithful discharge of his duties,
including responsibilities for negligence and for the accounting for all
property, funds or securities of the Corporation which may come into his hands.
ARTICLE V
Execution of Instruments and
Deposit of Corporate Funds
Section 5.1 Execution of Instruments Generally. The Chairman of the
Board of Directors, the Vice Chairman of the Board of Directors, the President,
any Vice President, the Secretary or the Treasurer, subject to the approval of
the Board of Directors, may enter into any contract or execute and deliver any
instrument in the name and on behalf of the Corporation. The Board of
Directors may authorize any officer or officers, or agent or agents, to enter
into any contract or execute and deliver any instrument in the name and on
behalf of the Corporation, and such authorization may be general or confined to
specific instances.
Section 5.2 Borrowing. No loans or advances shall be obtained or
contracted for, by or on behalf of the Corporation and no negotiable paper
shall be issued in its name, unless and except as authorized by the Board of
Directors. Such authorization may be general or confined to specific
instances. Any officer or agent of the Corporation thereunto so authorized may
obtain loans and advances for the Corporation, and for such loans and advances
may make, execute and deliver promissory notes, bonds, or other evidences of
indebtedness of the Corporation. Any officer or agent of the Corporation
thereunto so authorized may pledge, hypothecate or transfer as security for the
payment of any and all loans, advances, indebtedness and liabilities of the
Corporation, any and all stocks, bonds, other securities and other personal
property at any time held by the Corporation, and to that end may endorse,
assign and deliver the same and so every act and thing necessary or proper in
connection therewith.
- 11 -
13
Section 5.3 Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to its credit in such banks or
trust companies or with such bankers or other depositaries as the Board of
Directors may select, or as may be selected by any officer or officers or agent
or agents authorized so to do by the Board of Directors. Endorsements for
deposit to the credit of the Corporation in any of its duly authorized
depositaries shall be made in such manner as the Board of Directors from time
to time may determine.
Section 5.4 Checks, Drafts, etc. All checks, drafts or other orders
for the payment of money, and all notes or other evidences of indebtedness
issued in the name of the Corporation, shall be signed by such officer or
officers or agent or agents of the Corporation, and in such manner, as from
time to time shall be determined by the Board of Directors.
Section 5.5 Proxies. Proxies to vote with respect to shares of stock
of other corporations owned by or standing in the name of the Corporation may
be executed and delivered from time to time on behalf of the Corporation by the
Chairman of the Board of Directors, the Vice Chairman of the Board of
Directors, the President or a Vice President or by any other person or persons
thereunto authorized by the Board of Directors.
ARTICLE VI
Record Dates
Section 6.1. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversation or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall be not more than sixty nor less than ten days before
the date of such meeting, nor more than sixty days prior to any other action.
Only those stockholders of record on the date so fixed shall be entitled to any
of the foregoing rights, notwithstanding the transfer of any such stock on the
books of the Corporation after any such record date fixed by the Board of
Directors.
- 12 -
14
ARTICLE VII
Corporate Seal
Section 7.1. The corporate seal shall be circular in form and shall
bear the name of the Corporation and words and figures denoting its
organization under the laws of the State of Delaware and the year thereof and
otherwise shall be in such form as shall be approved from time to time by the
Board of Directors.
ARTICLE VIII
Fiscal Year
Section 8.1. The fiscal year of the Corporation shall begin on the
1st day of January in each year and shall end on the 31st day of December in
the same year.
ARTICLE IX
Amendments
Section 9.1. Except as otherwise provided in Article VII of the
Certificate of Incorporation, all By-laws of the Corporation may be amended,
altered or repealed, and new By-laws may be made, by the affirmative vote of
the holders of record of shares representing a majority of the votes of the
outstanding shares of stock of the Corporation entitled to vote cast at any
annual or special meeting, or by the affirmative vote of a majority of the
Directors cast at any regular or special meeting at which a quorum is present.
- 13 -