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Exhibit 3b
BYLAWS
AS AMENDED
ROWAN COMPANIES, INC.
A DELAWARE CORPORATION
APRIL 25, 1997
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B Y L A W S
I N D E X
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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 6
Section 8. Validity of Proxies; Ballots, etc. 6
Section 9. Stock List 6
ARTICLE III BOARD OF DIRECTORS
Section 1. Number, Qualification and Nominations 7
Section 2. Classes of Directors and Term of Office 8
Section 3. Newly Created Directorships 8
Section 4. Vacancies 8
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 9
Section 5. Special Meetings 9
Section 6. Notice 9
Section 7. Quorum 9
Section 8. Order of Business 9
Section 9. Presumption of Assent 9
Section 10. Action Without a Meeting or Telephone
Conference Meeting 9
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ARTICLE V. COMMITTEES
Section 1. Executive Committee and Other Committees 10
Section 2. Procedure; Meetings; Quorum 10
ARTICLE VI. OFFICERS
Section 1. Number, Titles, and Term of Office 11
Section 2. Salaries 11
Section 3. Removal of Officers 11
Section 4. The Chairman of the Board 11
Section 5. Powers and Duties of the President 11
Section 6. Vice Presidents 11
Section 7. Treasurer 12
Section 8. Assistant Treasurer 12
Section 9. Secretary 12
Section 10. Assistant Secretaries 12
ARTICLE VII INDEMNIFICATION OF DIRECTORS, OFFICERS
EMPLOYEES AND AGENTS
Section 1. Right to Indemnification 12
Section 2. Indemnification of Employees and Agents 13
Section 3. Right of Claimant to Bring Suite 13
Section 4. Nonexclusivity of Rights 14
Section 5. Insurance 14
Section 6. Savings Clause 14
Section 7. Definitions 14
ARTICLE VIII CAPITAL STOCK
Section 1. Certificates of Stock 14
Section 2. Transfer of Shares 15
Section 3. Ownership of Shares 15
Section 4. Record Date 15
Section 5. Regulations Regarding Certificates 15
Section 6. Dividends 15
Section 7. Lost or Destroyed Certificates 15
ARTICLE IX MISCELLANEOUS PROVISIONS
Section 1. Fiscal Year 16
Section 2. Seal 16
Section 3. Notice and Waiver of Notice 16
Section 4. Resignations 16
ARTICLE X AMENDMENTS 16
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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 President, 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
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adjournment a new record date is fixed for the adjourned meeting, written
notice of the place, 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 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 (including the election of
directors) shall be approved if the votes cast in favor of the matter or
election of the director exceed the votes cast opposing the matter or election
of such director. In determining the number of votes cast, shares abstaining
from voting on a matter (including elections) 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
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statutory provision superseding the provisions contained in these Bylaws or the
Certificate of Incorporation.
At any meeting of stockholders, the chairman of the meeting may, and
upon the request of the holders of 10% of the stock present in person or
represented by proxy and entitled to vote at such meeting, shall appoint two
inspectors of election who shall subscribe an oath or affirmation to execute
faithfully the duties of inspectors at such election with strict impartiality
and according to the best of their ability shall canvass the votes and make and
sign a certificate of the results thereof. No candidate for the office of
director shall be appointed as such inspector.
As provided in the Certificate of Incorporation of the Corporation,
all elections of directors shall be viva voce unless one or more stockholders
present at the meeting at which directors are elected shall request in writing
that such election be by ballot. The chairman of the meeting may cause a vote
by ballot to be taken upon any other matter, and such vote by ballot shall be
taken upon the request of the holders of 10% of the stock present and entitled
to vote on such other matter.
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 President, or if he is not present, by a Vice President, or
if neither the Chairman of the Board, President nor a Vice President is
present, by a chairman elected at the meeting. 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.
The chairman of any meeting of stockholders shall determine the order
of business and the procedures at the meeting, including such regulation of the
manner of voting which is not otherwise prescribed by law, the Certificate of
Incorporation or these Bylaws.
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 secretary of the meeting who
shall decide all questions touching the qualification of voters, the validity
of the proxies, and the acceptance or rejection of votes, unless inspectors of
election shall have been appointed by the chairman of the meeting, in which
event such inspectors of election shall decide all such questions.
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.
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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 the Chairman
of the Board of Directors, the President 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 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
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 14B (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
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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 25, 1997, Class I and Class II shall have three directors and Class
III shall have two 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 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.
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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, 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.
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 President shall preside, and
in the absence of the President a chairman shall be chosen 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 officer may appoint any 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
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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 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
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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 a Chairman of the Board, a President, one or more Vice
Presidents, a Secretary, a Treasurer, and such other officers as the Board of
Directors may from time to time elect or appoint. 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 two offices may be held by the same person. None of
the officers need be a director, except that the Chairman of the Board and the
President shall be directors.
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 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 preside at all meetings of stockholders and directors and shall have such
other powers and duties as from time to time may be assigned to him by the
Board of Directors.
Section 5. Powers and Duties of the President. The President shall
be the chief executive and administrative officer of the Corporation and,
subject to the Board of Directors, he shall be in charge of, and manage the
properties and operations of the Corporation in the ordinary course of its
business with all such powers with respect to such properties and operations as
may be reasonably incident to such responsibilities; in the absence of the
Chairman of the Board, he shall preside at all meetings of stockholders and
directors; 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.
Section 6. Vice Presidents. Each Vice President shall have such
powers and duties as may be assigned to him by the Board of Directors and shall
exercise the powers of Chairman of the Board or President during their absence,
refusal or inability to act. Any action taken by a Vice President in the
performance of the duties of the Chairman of the Board or the President shall
be conclusive evidence of the absence, refusal or inability of the Chairman of
the Board or the President to act at the time such action was taken.
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Section 7. 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 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.
Section 8. 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 9. 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 Chairman of the Board or the
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 10. 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
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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 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.
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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.
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 Chairman of the Board, 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 Chairman of
the Board, 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
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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.
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.
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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.
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 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.
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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.
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
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