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AMENDED AND RESTATED BY-LAWS
OF
KAISER ALUMINUM CORPORATION
February 3, 1997
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INDEX
Page
Article I - OFFICES
SECTION 1. Registered Office. . . . . . . . . . . . . . . .1
SECTION 2. Offices. . . . . . . . . . . . . . . . . . . . .1
Article II - MEETINGS OF STOCKHOLDERS
SECTION 1. Place of Meetings. . . . . . . . . . . . . . .1
SECTION 2. Annual Meetings. . . . . . . . . . . . . . . . .1
SECTION 3. Special Meetings . . . . . . . . . . . . . . . .3
SECTION 4. Adjourned Meetings, Notice . . . . . . . . . . .3
SECTION 5. Voting . . . . . . . . . . . . . . . . . . . . .4
SECTION 6. Quorum . . . . . . . . . . . . . . . . . . . . .4
SECTION 7. Proxies. . . . . . . . . . . . . . . . . . . . .4
SECTION 8. Inspectors . . . . . . . . . . . . . . . . . . .4
SECTION 9. Procedural Rules . . . . . . . . . . . . . . . .5
Article III - DIRECTORS
SECTION 1. Powers . . . . . . . . . . . . . . . . . . . . .5
SECTION 2. Number and Qualification of Directors. . . . . .5
SECTION 3. Election and Term of Office. . . . . . . . . . .5
SECTION 4. Vacancies. . . . . . . . . . . . . . . . . . . .5
SECTION 5. Place of Meeting . . . . . . . . . . . . . . .6
SECTION 6. Annual Meeting . . . . . . . . . . . . . . . . .6
SECTION 7. Other Regular Meetings . . . . . . . . . . . . .6
SECTION 8. Special Meetings . . . . . . . . . . . . . . . .6
SECTION 9. Quorum . . . . . . . . . . . . . . . . . . . . .6
SECTION 10. Adjournment. . . . . . . . . . . . . . . . . . .6
SECTION 11. Fees and Compensation. . . . . . . . . . . . . .7
SECTION 12. Directors' Action Without Meetings . . . . . . .7
SECTION 13. Meetings by Telecommunication. . . . . . . . . .7
Article IV - COMMITTEES
SECTION 1. Committees . . . . . . . . . . . . . . . . . . .7
SECTION 2. Committee Rules . . . . . . . . . . . . . . . .7
Article V - OFFICERS
SECTION 1. Officers . . . . . . . . . . . . . . . . . . . .8
SECTION 2. Election . . . . . . . . . . . . . . . . . . . .8
SECTION 3. Removal and Resignation. . . . . . . . . . . . .8
SECTION 4. Vacancies. . . . . . . . . . . . . . . . . . . .8
SECTION 5. Chairman of the Board. . . . . . . . . . . . . .8
SECTION 6. Vice Chairman of the Board . . . . . . . . . . .8
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SECTION 7. Chief Executive Officer. . . . . . . . . . . . .9
SECTION 8. President. . . . . . . . . . . . . . . . . . . .9
SECTION 9. Executive Vice Presidents and Senior Vice
Presidents . . . . . . . . . . . . . . . . . . .9
SECTION 10. Vice Presidents. . . . . . . . . . . . . . . . .9
SECTION 11. Secretary. . . . . . . . . . . . . . . . . . . .9
SECTION 12. Treasurer. . . . . . . . . . . . . . . . . . . 10
SECTION 13. Controller . . . . . . . . . . . . . . . . . . 10
Article VI - MISCELLANEOUS
SECTION 1. Record Dates . . . . . . . . . . . . . . . . . 10
SECTION 2. Waiver of Notice of Meetings of Stockholders,
Directors and Committees . . . . . . . . . . . 10
SECTION 3. Certificates of Stock. . . . . . . . . . . . . 10
SECTION 4. Inspection of Stock Ledger . . . . . . . . . . 11
SECTION 5. Indemnification. . . . . . . . . . . . . . . . 11
Article VII - AMENDMENTS
SECTION 1. Adoption, Amendment or Repeal of By-laws . . . 12
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AMENDED AND RESTATED
BY-LAWS
OF
KAISER ALUMINUM CORPORATION
(A Delaware corporation)
Article I - OFFICES
SECTION 1. Registered Office. The registered office of the
Corporation shall be located at Corporation Trust Center, 1209
Orange Street, Wilmington, Delaware. The name of the
registered agent in charge thereof is The Corporation Trust
Company.
SECTION 2. Offices. Offices may at any time be
established by the Board of Directors at any place or places,
within or without the State of Delaware.
Article II - MEETINGS OF STOCKHOLDERS
SECTION 1. Place of Meetings. All meetings of
Stockholders for the election of Directors shall be held at the
principal office of the Corporation or at such other place either
within or without the State of Delaware as shall be designated
from time to time by the Board of Directors and stated in the
notice of the meeting. Meetings of the Stockholders for any
other purpose may be held at such place as shall be stated in the
notice of the meeting.
SECTION 2. Annual Meetings. The Board of Directors acting by
resolution may postpone and reschedule any previously scheduled
annual meeting of Stockholders.
Nominations of persons for election to the Board of
Directors of the Corporation and the proposal of business to be
considered by the Stockholders may be made at an annual meeting
of Stockholders (a) pursuant to the Corporation's notice of
meeting, (b) by or at the direction of the Board of Directors, or
(c) by any Stockholder of the Corporation who was a Stockholder
of record at the time of giving of notice provided for in this
By-law, who is entitled to vote at the meeting and who complied
with the notice procedures set forth in this By-law.
For nominations for Directors or other business to be
properly brought before an annual meeting by a Stockholder
pursuant to clause (c) of the foregoing paragraph of this By-law,
the Stockholder must have given timely notice thereof in writing
to the Secretary of the Corporation. To be timely, a
Stockholder's notice shall be delivered to the Secretary at the
principal executive offices of the Corporation not less than 60
days nor more than 90 days prior to the first anniversary of the
preceding year's annual meeting; provided, however, that in the
event that the date of the annual meeting is advanced by more
than 30 days or delayed by more than 60 days from such
anniversary date, notice by the Stockholder to be timely must be
so delivered not earlier than the 90th day prior to such annual
meeting and not later than the close of business on the later of
the 60th day prior to such annual meeting or the 10th day
following the day on which public announcement of the date of
such meeting is first made. Such Stockholder's notice shall set
forth (a) as to each
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person whom the Stockholder proposes to nominate for election or
reelection as a Director all information relating to such person that is
required to be disclosed in solicitation of proxies for election of
Directors, or is otherwise required, in each case pursuant to Regulation
14A under the Securities Exchange Act of 1934, as amended (the "Exchange
Act") (including such person's written consent to being named in the
proxy statement as a nominee and to serving as a Director if elected);
(b) as to any other business that the Stockholder proposes to bring
before the meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such business at
the meeting and any material interest in such business of such
Stockholder and the beneficial owner, if any, on whose behalf the
nomination or proposal is made as well as (i) the name and address of
such Stockholder, as they appear on the Corporation's books, and of such
beneficial owner, if applicable, and (ii) the class and number of shares
of the Corporation which are owned beneficially and of record by such
Stockholder and such beneficial owner, if applicable.
Notwithstanding anything herein to the contrary, in the
event that the number of Directors to be elected to the Board of
Directors of the Corporation is increased and there is no public
announcement naming all of the nominees for Director or
specifying the size of the increased Board of Directors made by
the Corporation at least 70 days prior to the first anniversary
of the preceding year's annual meeting, a Stockholder's notice
required by this By-law shall also be considered timely, but only
with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the
close of business on the 10th day following the day on which such
public announcement is first made by the Corporation.
Only such persons who are nominated in accordance with the
procedures set forth in these By-laws shall be eligible to serve
as Directors and only such business shall be conducted at an
annual meeting of Stockholders as shall have been brought before
the meeting in accordance with the procedures set forth in this
By-law. The chairman of the meeting shall have the power and
duty to determine whether any nomination or business proposed to
be brought before the meeting was made in accordance with the
procedures set forth in these By-laws and, if any proposed
nomination or business is not in compliance with these By-laws,
to declare that such defective proposal shall be disregarded.
For purposes of this By-law, "public announcement" shall
mean disclosure in a press release reported by the Dow Jones News
Services, Associated Press or comparable national news service or
in a document publicly filed by the Corporation with the
Securities and Exchange Commission pursuant to Sections 13, 14 or
15(d) of the Exchange Act.
Notwithstanding the foregoing provisions of this By-law, a
Stockholder shall also comply with all applicable requirements of
the Exchange Act and the rules and regulations thereunder with
respect to the matters set forth in this By-law. Nothing in this
By-law shall be deemed to affect any rights of Stockholders to
request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act.
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SECTION 3. Special Meetings. Business transacted at all special meetings
shall be confined to the specific purpose or purposes of the persons authorized
to request such special meeting as set forth in this Section 3 and only such
purpose or purposes shall be set forth in the notice of such meeting. The Board
of Directors acting by resolution may postpone and reschedule any previously
scheduled special meeting of Stockholders.
Nominations of persons for election to the Board of Directors may be made at
a special meeting of Stockholders at which Directors are to be elected (a)
pursuant to the Corporation's notice of meeting (b) by or at the direction of
the Board of Directors or (c) by any Stockholder of the Corporation who is a
Stockholder of record at the time of giving of notice provided for in this
By-law, who shall be entitled to vote at the meeting and who complies with the
notice procedures set forth in this By-law. Nominations by Stockholders of
persons for election to the Board of Directors may be made at such a special
meeting of Stockholders if the Stockholder's notice required by the third
paragraph of Section 2 of Article II of these By-laws shall be delivered to the
Secretary at the principal executive offices of the Corporation not earlier than
the 90th day prior to such special meeting and not later than the close of
business on the later of the 60th day prior to such special meeting or the 10th
day following the day on which public announcement is first made of the date of
the special meeting and of the nominees proposed by the Board of Directors to be
elected at such meeting.
Only such persons who are nominated in accordance with the procedures set
forth in these By-laws shall be eligible to serve as Directors and only such
business shall be conducted at a special meeting of the Stockholders as shall
have been brought before the meeting in accordance with the procedures set forth
in this By-law. The chairman of the meeting shall have the power and duty to
determine whether any nomination or business proposed to be brought before the
meeting was made in accordance with the procedures set forth in this By-law, and
if any proposed nomination or business is not in compliance with this By-law, to
declare that such defective proposal shall be disregarded.
Notwithstanding the foregoing provisions of this By-law, a Stockholder shall
also comply with all applicable requirements of the Exchange Act and the rules
and regulations thereunder with respect to the matters set forth in this By-law.
Nothing in this By-law shall be deemed to affect any rights of Stockholders to
request inclusion of proposals in the Corporation's proxy statement pursuant to
Rule 14a-8 under the Exchange Act.
SECTION 4. Adjourned Meetings, Notice. Any Stockholders' meeting, annual
or special, whether or not a quorum is present, may be adjourned from time to
time, to be reconvened at the same or some other place, by the vote of a
majority of the shares entitled to vote thereon, the holders of which are either
present in person or represented by proxy thereat. At the adjourned meeting
the Corporation may transact any business which might have been transacted at
the original meeting, but in the absence of a quorum no other business may be
transacted at any such meeting.
When any Stockholders' meeting, either annual or special, is adjourned
for thirty (30) days or more or if after the adjournment a new record date is
fixed for the adjourned meeting, notice
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of the adjourned meeting shall be given as in the case of an original
meeting. Save as aforesaid, it shall not be necessary to give any
notice of an adjournment or of the business to be transacted at an
adjourned meeting, if the time and place of the adjourned meeting are
announced at the meeting at which such adjournment is taken.
SECTION 5. Voting. At all meetings of Stockholders,
every registered Stockholder entitled to vote shall have the
right to vote in person or by proxy the number of shares standing
in his own name on the stock records of the Corporation; provid-
ed, however, that at all elections of Directors each holder of
record of stock entitled to vote for the election of Directors
shall be entitled to one vote for each share of such stock held
by such Stockholder for each Director's position to be filled.
Cumulative voting for Directors shall not be permitted. Voting
shall be conducted by ballot.
SECTION 6. Quorum. Subject to any provisions of the
Certificate of Incorporation relating to a quorum at meetings at
which the holders of shares of stock of any class are entitled to
vote separately as a class, the presence in person or by proxy of
the holders of a majority of the shares entitled to vote at any
meeting shall constitute a quorum for the transaction of busi-
ness. The Stockholders present at a duly called or held meeting
at which a quorum is present may continue to do business until
adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.
SECTION 7. Proxies. Every person entitled to vote at a
meeting of Stockholders shall have the right to do so either in
person or by an agent or agents authorized by a proxy furnished
in accordance with applicable law. A Stockholder may revoke any
proxy which is not irrevocable by attending the meeting and
voting in person or by filing an instrument in writing revoking
the proxy or another duly executed proxy bearing a later date
with the Secretary of the Corporation.
SECTION 8. Inspectors. Prior to any meeting of
Stockholders, the Board of Directors or the President shall
appoint one or more inspectors to act at such meeting and make a
written report thereof and may designate one or more persons as
alternate inspectors to replace any inspector who fails to act.
If no inspector or alternate is able to act at the meeting of
Stockholders, the person presiding at the meeting shall appoint
one or more inspectors to act at the meeting. Each inspector,
before entering upon the discharge of his or her duties, shall
take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of
his or her ability. The inspectors shall ascertain the number of
shares outstanding and the voting power of each, determine the
shares represented at the meeting and the validity of proxies and
ballots, count all votes and ballots, determine and retain for a
reasonable period a record of the disposition of any challenges
made to any determination by the inspectors and certify their
determination of the number of shares represented at the meeting
and their count of all votes and ballots. The inspectors may
appoint or retain other persons to assist them in the performance
of their duties. The date and time of the opening and closing of
the polls for each matter upon which the Stockholders will vote
at a meeting shall be announced at the meeting. No ballot, proxy
or vote, nor any revocation thereof or change thereto, shall be
accepted by the inspectors after the closing of the polls. The
inspectors shall determine the validity of proxies and ballots in
accordance with applicable law.
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SECTION 9. Procedural Rules. The Board of Directors of the
Corporation shall be entitled to make such rules or regulations
for the conduct of meetings of Stockholders as it shall deem
necessary, appropriate or convenient. Subject to such rules and
regulations of the Board of Directors, if any, the chairman of
the meeting shall have the right and authority to prescribe such
rules, regulations and procedures and to do all such acts as, in
the proper conduct of the meeting, including, without limitation,
establishing an agenda or order of business of the meeting, rules and
procedures for maintaining order at the meeting and the safety of those
present, limitations on participation in such meeting to Stockholders of
record of the Corporation and their duly authorized and constituted
proxies, and such other persons as the chairman of the meeting shall
permit, restrictions on entry to the meeting after the time fixed for
the commencement thereof, limitations on the time allotted to questions
or comment by participants and regulation of the opening and closing of
the polls for balloting determined by the Board of Directors or the
chairman of the meeting. Meetings of Stockholders shall not be required
to be held in accordance with rules of parliamentary procedure.
Article III - DIRECTORS
SECTION 1. Powers. Subject to the limitations of the
Certificate of Incorporation, the By-laws and the General
Corporation Law of the State of Delaware as to action to be
authorized or approved by the Stockholders, and subject to the
duties of Directors as prescribed by the By-laws, all corporate
powers shall be exercised by or under the authority of, and the
business and affairs of the Corporation shall be managed by or
under the direction of, the Board of Directors.
SECTION 2. Number and Qualification of Directors. The
Board of Directors shall consist of not less than three (3) nor
more than ten (10) members. The Board of Directors may, by
resolution, designate the number of members of the Board of
Directors. Directors need not be Stockholders.
SECTION 3. Election and Term of Office. The Directors
shall be elected at each annual meeting of Stockholders, but if
any such annual meeting is not held, or the Directors are not
elected thereat, the Directors may be elected at any special
meeting of Stockholders held for that purpose. All Directors
shall hold office until their respective successors are elected
and qualified or until their earlier resignation or removal.
SECTION 4. Vacancies. Vacancies and newly created
directorships in the Board of Directors may be filled by a
majority of the remaining Directors, though less than a quorum,
or by a sole remaining Director, and each Director so elected
shall hold office until his successor is elected at an annual or
a special meeting of the Stockholders. Whenever the holders of
any class or classes of stock or series thereof are entitled to
elect one or more Directors by the provisions of the Certificate
of Incorporation, vacancies and newly created directorships of
such class or classes or series may be filled by a majority of
the Directors elected by such class or classes or series thereof
then in office, or by the sole remaining Director so elected.
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A vacancy or vacancies shall be deemed to exist in case of the death,
resignation or removal of any Director.
The Stockholders may at any time elect Directors to fill any vacancy not filled
by the Directors.
Any Director may resign at any time by giving written notice to the Board of
Directors, the Chief Executive Officer or the Secretary of the Corporation.
Any such resignation shall take effect at the time of receipt of such notice or
at such later time specified therein; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.
If any Director resigns, the Board of Directors shall have power to elect a
successor to take office at such time as the resignation shall become
effective.
SECTION 5. Place of Meeting. Subject to the provisions of Section 13 of
this Article III, all meetings of the Board of Directors shall be held at the
principal office of the Corporation or at such other place in the United
States designated at any time by the Board of Directors.
SECTION 6. Annual Meeting. Immediately following each annual meeting of
Stockholders, the Board of Directors shall hold a regular meeting for the
purpose of organization, election of officers, and the transaction of other
business. Notice of all such regular meetings shall not be required.
SECTION 7. Other Regular Meetings. Other regular meetings of the Board of
Directors shall be held without call at such times as shall from time to time
be determined by the Board of Directors. Notice of all such regular meetings
shall not be required.
SECTION 8. Special Meetings. Special meetings of the Board of Directors,
for any purpose or purposes whatsoever, shall be called at any time only by the
Chairman of the Board or by any two (2) of the Directors. Reasonable notice
thereof shall be given by the person or persons calling the meeting.
SECTION 9. Quorum. At all meetings of the Board of Directors a majority
of the entire Board of Directors shall be necessary and sufficient to
constitute a quorum for the transaction of business, except to fill vacancies
in the Board of Directors as herein before provided, and except to adjourn as
hereinafter provided. Every act or decision done or made by a majority of the
Directors present at a meeting duly held at which a quorum is present shall be
regarded as the act of the Board of Directors.
SECTION 10. Adjournment. A quorum of the Directors may adjourn any Board
of Directors' meeting to meet again at a stated day and hour; provided,
however, that in the absence of a Quorum a majority of the Directors present
at any Board of Directors' meeting, either regular or special, may adjourn from
time to time until the time fixed for the next regular meeting of the Board of
Directors. Notice of the time and place of holding an adjourned meeting of a
Board of
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Directors' meeting, either regular or special, need not be given to absent
Directors if the time and place are fixed at the meeting adjourned.
SECTION 11. Fees and Compensation. Directors shall receive such
compensation for their services and reimbursement for expenses as Directors as
shall be determined from time to time by resolution of the Board of Directors.
Any Director may serve the Corporation in any other capacity as an Officer,
agent, employee or otherwise and receive compensation therefor.
SECTION 12. Directors' Action Without Meetings. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if a written consent thereto
is signed by all members of the Board of Directors or such committee as the
case may be, and such written consent is filed with the minutes of proceedings
of the Board of Directors or committee.
SECTION 13. Meetings by Telecommunication. Any meeting, regular or
special, of the Board of Directors or of any committee thereof may be held by
conference telephone or similar communication equipment. Participation in such
a meeting shall constitute presence in person at the meeting.
Article IV - COMMITTEES
SECTION 1. Committees. The Board of Directors may, by resolution passed
by a majority of the entire Board, designate one or more committees, each
committee to consist of one or more Directors. The Board of Directors may
designate one or more Directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. In
the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting,
whether or not such member or members constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in place
of any such absent or disqualified member. Any such committee, to the extent
provided in the resolution of the Board of Directors, 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 power or authority in reference to amending
the Certificate of Incorporation, adopting an agreement or 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 dissolution of the Corporation or a revocation of
dissolution, or amending these By-laws.
SECTION 2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may adopt, amend
and repeal rules for the conduct of its business. Reasonable notice of each
committee meeting (other than regularly scheduled meetings) shall be furnished
to all members of the committee. A majority of the entire authorized number of
members of such committee shall constitute a quorum for the transaction of
business, the vote of a majority of the members present at a meeting at the
time of such vote if a
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quorum is then present shall be the act of such committee, and in other
respects each committee shall conduct its business in the same manner as the
Board of Directors conducts its business pursuant to Article III of these
By-laws.
Article V - OFFICERS
SECTION 1. Officers. The Officers of the Corporation shall be a Chief
Executive Officer, a President, a Secretary, a Treasurer and a Controller. The
Board of Directors may also, at its discretion, choose from among its members a
Chairman of the Board and a Vice Chairman of the Board. The Corporation may
also have at the discretion of the Board of Directors, one or more Executive
Vice Presidents, one or more Senior Vice Presidents, one or more Vice
Presidents, or one or more Assistant Secretaries, one or more Assistant
Treasurers and one or more Assistant Controllers. One person may hold two or
more offices.
SECTION 2. Election. The Officers of the Corporation shall be elected
by the Board of Directors and each shall hold his office until he shall resign
or shall be removed or otherwise disqualified to serve, or his successor shall
be elected and qualified.
SECTION 3. Removal and Resignation. Any Officer may be removed, either
with or without cause, by a majority of the Directors at the time in office,
at any regular or special meeting of the Board of Directors, or, except in the
case of an Officer chosen by the Board, by the Chief Executive Officer.
Any Officer may resign at any time by giving written notice to the Board of
Directors, the Chief Executive Officer or the Secretary of the Corporation.
Any such resignation shall take effect at the time of receipt of such notice or
at any later time specified therein; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.
SECTION 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause, shall be filled in
the manner prescribed in the By-laws for regular appointments to such office.
SECTION 5. Chairman of the Board. The Chairman of the Board, if any,
shall preside at all meetings of the Board of Directors and of the Stockholders
at which he shall be present and exercise and perform such powers and duties as
generally pertain to his office as well as such powers and duties as may be
from time to time assigned to him by the Board of Directors or prescribed by
the By-laws. If so designated by the Board of Directors, the Chairman of the
Board shall be the Chief Executive Officer.
SECTION 6. Vice Chairman of the Board. In the absence of the Chairman of
the Board, the Vice Chairman of the Board, if any, shall preside at all
meetings of the Board of Directors and of the Stockholders at which he shall be
present. The Vice Chairman of the Board shall exercise such powers and duties
as generally pertain to his office as well as such powers and duties as may be
from time to time assigned to him by the Board of Directors or prescribed by
the By-laws.
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SECTION 7. Chief Executive Officer. Subject to such supervisory powers,
if any, as may be given by the Board of Directors to the Chairman of the Board
or the Vice Chairman of the Board, if there be such Officers, the Chief
Executive Officer shall have such powers and duties as generally pertain to his
office as well as general supervision, direction and control of the business
and affairs of the Corporation.
SECTION 8. President. If the Chairman of the Board has not been
designated as the Chief Executive Officer, the President shall be the Chief
Executive Officer with the powers and duties set forth in Section 7 of this
Article V. If the Chairman of the Board has been so designated, the President
shall have such powers and duties as generally pertain to his office as well as
such powers and duties as from time to time may be prescribed by the Board of
Directors, the Chief Executive Officer or the By-laws.
In the absence of the Chairman of the Board and of the Vice Chairman of the
Board, the President shall preside at all meetings of the Board of Directors
and of the Stockholders at which he shall be present.
SECTION 9. Executive Vice Presidents and Senior Vice Presidents. The
Executive Vice Presidents and Senior Vice Presidents, if any, shall have such
powers and perform such duties as generally pertain to their respective offices
as well as such powers and duties as from time to time may be prescribed by the
Board of Directors, the Chief Executive Officer or the By-laws.
SECTION 10. Vice Presidents. The Vice Presidents, if any, shall have
such powers and duties as generally pertain to their respective offices as well
as such powers and duties as from time to time may be prescribed by the Board
of Directors, the Chief Executive Officer or the By-laws.
SECTION 11. Secretary. The Secretary shall keep, or cause to be kept, a
book of minutes at the principal office of the Corporation or such other place
as the Board of Directors may order, of all meetings of the Board of Directors
and any committee thereof and of the Stockholders, with the time and place of
holding, whether regular or special, and, if special, how authorized, the
notice thereof given, the names of those present at Board of Directors' and
committee meetings, the number of shares present or represented at
Stockholders' meetings and the proceedings thereof.
The Secretary shall keep, or cause to be kept, at the principal office of the
Corporation and at the office of the Corporation is transfer agent, if a
transfer agent shall be appointed, a stock ledger, or a duplicate stock ledger,
showing the names of the Stockholders and their addresses; the number and
classes of shares held by each; the number and date of certificates issued for
the same, and the number and date of cancellation of every certificate
surrendered for cancellation.
The Secretary shall give, or cause to be given, notice of all the meetings of
the Stockholders and of the Board of Directors required by the By-laws or by
law to be given, and he shall keep the seal of the Corporation in safe custody,
and shall have such powers and duties as generally pertain to his office as
well as such powers and duties as may be prescribed by the Board of Directors,
the Chief Executive Officer or the By-laws.
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SECTION 12. Treasurer. The Treasurer shall keep or cause to be kept full
and accurate records of all receipts and disbursements in the books of the
Corporation and shall have the care and custody of all funds and securities of
the Corporation.
The Treasurer shall deposit all moneys and other valuables in the name and to
the credit of the Corporation with such depositaries as may be designated by
the Board of Directors. He shall disburse the funds of the Corporation as may
be ordered by the Board of Directors, shall render to the Chief Executive
Officer, the President and Directors, whenever they request it, an account of
all of his transactions as Treasurer and shall have such powers and duties as
generally pertain to his office as well as such powers and duties as may be
prescribed by the Board of Directors, the Chief Executive Officer or the
By-laws.
SECTION 13. Controller. The Controller shall be the chief accounting
officer of the Corporation. He shall keep or cause to be kept all books of
accounts and accounting records of the Corporation and shall keep and maintain,
or cause to be kept and maintained, adequate and correct accounts of the
properties and business transactions of the Corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital,
surplus and shares. The books of account shall at all times be open to
inspection by any Director. He shall prepare or cause to be prepared
appropriate financial statements for the Corporation and shall have such powers
and duties as generally pertain to his office as well as such powers and duties
as may be prescribed by the Board of Directors, the Chief Executive Officer or
the By-laws.
Article VI - MISCELLANEOUS
SECTION 1. Record Dates. The Board of Directors may fix in advance a date
as a record date for the determination of the Stockholders entitled to notice
of and to vote at any meeting of Stockholders, or entitled to receive payment
of any dividend, or the allotment of rights, or the date when any change or
conversion or exchange of capital stock shall go into effect, or the date for
any other lawful action, and in such case such Stockholders, and only such
Stockholders as shall be Stockholders of record on the date so fixed, shall be
entitled to such notice of, and to vote at, such meeting and any adjournment
thereof, or to receive payment of such dividend, or to receive such allotment
of rights, or to exercise such rights, or to take such other action, as the
case may be, notwithstanding any transfer of any stock on the books of the
Corporation after any such record date fixed as aforesaid.
SECTION 2. Waiver of Notice of Meetings of Stockholders, Directors and
Committees. Whenever notice is required to be given by law or under any
provision of the Certificate of Incorporation or these By-laws, a written
waiver thereof, signed by the person entitled to notice, whether before or
after the time stated therein, shall be deemed equivalent to notice.
SECTION 3. Certificates of Stock. A certificate for shares of the capital
stock of the Corporation shall be issued to each Stockholder when any such
shares are fully paid up. All such certificates shall be signed by or in the
name of the Corporation by the Chief Executive Officer or the President or a
Vice President and the Secretary or an Assistant Secretary. Any or all of the
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signatures on the certificates may be a facsimile. In case any Officer who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such Officer before such certificate is issued, it may be
issued by the Corporation with the same effect as if such person were such
Officer at the date of issue.
SECTION 4. Inspection of Stock Ledger. The Secretary shall prepare and
make, at least ten (10) days before every meeting of Stockholders, a complete
list of the Stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each Stockholder and the number
of shares registered in the name of each Stockholder. Such list shall be upon
to the examination of any 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 list shall also
be produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any Stockholder who is present.
SECTION 5. Indemnification. The Corporation shall indemnify to the full
extent authorized by law, whether by statute, court decision or otherwise, and
to the extent permitted by the Certificate of Incorporation, any person made or
threatened to be made a party to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person or such person's testator or intestate is or was a Director, Officer or
employee of the Corporation or serves or served at the request of the
Corporation any other enterprise as a director, officer or employee.
Subject to the Certificate of Incorporation, expenses incurred by a Director or
Officer of the Corporation in defending a civil or criminal action, suit or
proceeding shall be paid by the Corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such Director or Officer to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the Corporation.
Such expenses incurred by other employees may be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.
For purposes of this Section 5, the term "Corporation" shall include, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed by the Corporation in a
consolidation or merger; the term "other enterprise" shall include any
corporation, partnership, joint venture, trust or employee benefit plan;
service "at the request of the Corporation" shall include service as a
Director, Officer or employee of the Corporation which imposes duties on, or
involves service by, such Director, Officer or employee with respect to an
employee benefit plan, its participants or beneficiaries; any excise taxes
assessed on a person with respect to an employee benefit plan shall be deemed
to be indemnifiable expenses; and action by a person with respect to any
employee benefit plan which such person reasonably believes to be in the
interest of the participants and beneficiaries of such plan shall be deemed to
be action not opposed to the best interests of the Corporation.
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Article VII - AMENDMENTS
SECTION 1. Adoption, Amendment or Repeal of By-laws.
By-laws may be made, adopted, altered or repealed by the vote of
Stockholders entitled to exercise a majority of the voting power
of the Corporation. Subject to the right of Stockholders to
make, adopt, amend or repeal By-laws, By-laws may be made,
adopted, altered or repealed, at any time, by the Board of
Directors.