Exhibit 3(b)
Appendix B
AMENDED AND RESTATED
BY-LAWS
of
SCHLUMBERGER LIMITED
(Schlumberger N.V.)
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(Certain provisions of the By-Laws correspond to provisions contained in
the Deed of Incorporation as amended, and any amendment of such
provisions of the By-Laws is subject to an appropriate amendment of the
Deed of Incorporation.)
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ARTICLE I
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SHAREHOLDERS
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SECTION 1.1 Place of Meetings: Chairmanship of Meetings
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All general meetings of shareholders shall be held in Curacao, Bonaire, St.
Eustatius, Saba or the Dutch part of St. Maarten. All such general meetings
shall be presided over by the Chairman or, in his absence or disability, by the
Vice Chairman. In the absence or disability of both the Chairman and the Vice
Chairman, such meetings shall be presided over by such other person as may be
designated by the Board of Directors.
SECTION 1.2 Annual Meeting
--------------
The annual general meeting of shareholders shall be held within the period
required by applicable law, on a date determined from year to year by the Board
of Directors, for the purpose of electing directors, reporting on the course of
business during the preceding fiscal year, adopting of the balance sheet and the
profit and loss accounts for the preceding fiscal year and for any other
purposes required by law, and for such additional purposes as may be specified
in the notice of such meeting.
SECTION 1.3 Special Meetings
----------------
Special general meetings of shareholders may be called at any time upon the
direction of the Chairman, the Vice Chairman, the Chief Executive Officer, the
President or the Board of Directors or in the manner provided in Article 82 of
the Code of Commerce of the Netherlands Antilles, or by one or more holders of
shares representing in the aggregate a majority of the shares of stock then
outstanding, or as provided for in Article 8.5 of the Deed of Incorporation.
SECTION 1.4 Notice of Meeting
-----------------
All notices of general meetings of shareholders shall state the matters to be
considered at the meeting. Notice of meetings of shareholders, whether annual
general meetings or special general meetings, stating the time and place of the
meeting, shall be given to the shareholders not less than 20 and no more than 60
days prior to the date of the meeting in question by notice to each shareholder
at the address thereof appearing in the share register.
SECTION 1.5 Closing of Transfer Books or Fixing of Record Date
--------------------------------------------------
For the purpose of determining shareholders entitled to notice of or to vote at
any general meeting of shareholders, or entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose (but excluding determinations made as provided in Section 1.7 of
these By-Laws with respect to action by shareholders without meeting), the Board
of Directors of the Company may provide that the stock transfer books shall be
closed for a stated period but not to exceed, in any case, 60 days. If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a general meeting of shareholders, such
books shall be closed for at least 10 days immediately preceding such meeting.
In lieu of closing the stock transfer books, the Board of Directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than 60 days and, in case of a general
meeting of shareholders, not less than 10 days prior to the date on which the
particular action requiring such determination of shareholders is to be taken.
If the stock transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice of or to vote at a
general meeting of shareholders, or shareholders entitled to receive payment of
a dividend, the date on which notice of the meeting is mailed or 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
shareholders. When a determination of shareholders entitled to vote at any
general meeting of shareholders has been made as herein provided, such
determination shall apply to any adjournment thereof except where the
determination has been made through the closing of stock transfer books, and the
stated period of closing has expired.
SECTION 1.6 Quorum
------
Except as otherwise provided herein, no action may be taken at any general
meeting of shareholders unless a quorum consisting of the holders of at least
one-half of the outstanding shares is present at such meeting in person or by
proxy. If a quorum is not present in person or by proxy at any general meeting
of shareholders, a second general meeting shall be called in the same manner as
such original meeting of shareholders, to be held within two months, at which
second meeting, regardless of the number of shares represented (but subject to
the provisions of Articles 18, 19 and 21 of the Deed of Incorporation), valid
resolutions may be adopted with respect to any matter stated in the notice of
the original meeting and also in the notice of such second meeting or which, by
law, is required to be brought before the shareholders despite the absence of a
quorum. Subject to the provisions of Articles 18, 19 and 21 of the Deed of
Incorporation, a majority of the votes cast (excluding any abstentions) shall be
necessary to adopt any resolution at any general meeting of shareholders.
SECTION 1.7 Action by Shareholders Without Meeting
--------------------------------------
As provided in Article 20 of the Deed of Incorporation, any action which, by law
or by the Deed of Incorporation, is required or permitted to be taken at a
general meeting of shareholders may be taken without a meeting if taken by the
written consent of the holder or holders of at least the majority of the shares
of the Company outstanding and entitled to vote. Each shareholder may evidence
such consent by separate instrument which may be executed by the shareholder or
by a duly appointed proxy on behalf of the shareholder. Notice of any action
proposed to be taken under said Article 20 shall be given to each shareholder at
the address appearing in the share register, such notice to designate the date
on or before which such written consent must be received by the Secretary of the
Company in order to be counted. Any shareholder may revoke his or her consent by
instrument received by the Secretary of the Company on or before the date so
designated or before written consents from the holders of the absolute majority
of the shares outstanding and entitled to vote have been received by the
Secretary of the Company, whichever first occurs, and not thereafter. For the
purpose of determining shareholders entitled to notice of and or give written
consent to any action proposed to be taken under said Article 20, the Board of
Directors of the Company may provide that the stock transfer books shall be
closed for a stated period not to exceed 60 days.
Such books shall be closed for at least 10 days immediately preceding the date
on or before which written consents must be received by the Secretary of the
Company in order to be counted. In lieu of closing the stock transfer books, the
Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date to be not more than 60 days prior to
the date on or before which written consents must be received by the Secretary
of the Company in order to be counted. If the stock transfer books are not
closed and no record date is fixed for the determination of shareholders, the
date on which notice of the action proposed to be taken hereunder is given,
shall be the record date for such determination of shareholders.
SECTION 1.8 Notices
-------
Without limiting the manner by which notice otherwise may be given effectively
to shareholders or directors, any notice given by the Company shall be effective
if given by a form of electronic transmission consented to by the person to whom
the notice is given. Any such consent shall be revocable by written notice
received by the Company. All notices shall be deemed given: (1) if by facsimile
telecommunication, when directed to a number at which the recipient has
consented to receive notice; (2) if by electronic mail, when directed to an
electronic mail address at which the recipient has consented to receive notice;
(3) if by a posting on an electronic network together with separate notice to
the recipient of such specific posting, upon the later of (A) such posting and
(B) the giving of such separate notice; and (4) if by any other form of
electronic transmission, when directed to the recipient. An affidavit that the
notice has been given by a form of electronic transmission shall, in the absence
of fraud or bad faith, be prima facie evidence of the facts stated therein. For
purposes of these By-Laws, "electronic transmission" means any form of
communication, not directly involving the physical transmission of paper, that
creates a record that may be retained, retrieved, and reviewed by a recipient
thereof.
ARTICLE II
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BOARD OF DIRECTORS
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SECTION 2.1 General Powers
--------------
The management of all the affairs, property and business of the Company shall be
vested in a Board of Directors who shall have and may exercise all powers except
such as are exclusively conferred upon shareholders by law or by the Deed of
Incorporation of the Company as from time to time amended. The Board of
Directors may delegate such of its powers as it deems appropriate to committees
consisting of one or more members of the Board and to the officers and other
agents of the Company.
SECTION 2.2 Number, Tenure and Qualifications
---------------------------------
The directors shall be elected at the annual general meeting of shareholders by
a majority of the votes cast by the shareholders entitled to vote. The number of
persons constituting the whole Board of Directors shall not be less
than five nor more than twenty-four as fixed and elected by the general meeting
of shareholders. The number of persons constituting the whole Board of Directors
shall, until changed at any succeeding general meeting of shareholders, be the
number so fixed and elected. Directors may be removed at any general meeting of
shareholders. At any general meeting of shareholders at which action is taken to
increase the number of the whole Board of Directors or to remove a director, or
at any subsequent general meeting, the shareholders may fill any vacancy or
vacancies created by such action. Each director shall be elected to serve until
the next annual general meeting of shareholders and until his or her successor
shall be elected and qualified or until his or her death, resignation or
removal. Directors need not be Netherlands citizens or residents of the
Netherlands Antilles or shareholders of the Company.
SECTION 2.3 Meetings of the Board
---------------------
The directors may hold their meetings in or outside the Netherlands Antilles.
Meetings may be held through telephone conference, video conference or other
real time communication allowing all persons participating in the meeting to
hear each other or through any other device permitted by then applicable law,
and participation in a meeting through any such lawful device or arrangement
shall constitute presence at such meetings. The Chairman or, in the absence or
disability of the Chairman, the Vice Chairman shall preside at their meetings.
In the absence or disability of both the Chairman and the Vice Chairman, such
meetings shall be presided over by such person as may be chosen by the Board of
Directors. Regular meetings of the Board of Directors shall be held at such
times as may from time to time be fixed by the Board. Notice need not be given
of regular meetings of the Board held at the time fixed by the Board. Special
meetings may be held at any time upon the call of the Chairman or the Vice
Chairman or of two directors by oral, electronic or written notice duly served
on, sent or mailed to each director not less than three days before such
meeting. The first meeting of the Board of Directors following the annual
general meeting of shareholders, whether a regular or special meeting of the
Board, shall be an organization meeting for the election of officers of the
Company and at which any other matters may also be acted upon by the Board.
Meetings may be held at any time without notice if all the directors are present
or if those not present and who are entitled to notice under the provisions of
this Section waive notice of the meeting in writing before or after the meeting.
Matters to be acted upon by the Board at any regular or special meeting need not
be specified in the notice thereof.
SECTION 2.4 Action by Directors Without Meeting
-----------------------------------
When action by the Board of Directors is required or permitted to be taken,
action at a meeting may be dispensed with if all commercially reasonable efforts
have been taken to notify all the directors and three fourths of the directors
shall consent in writing, by telegram, cable, telex, telefax, electronic mail or
other communication device to such action taken or being taken, and provided
that all directors are promptly notified of such action taken or
having been taken.
SECTION 2.5 Quorum
------
A majority of the whole Board of Directors shall constitute a quorum for the
conduct of any business, and the action of the majority of the directors present
in person or by proxy, as hereinafter provided, at a meeting at which a quorum
is so present shall constitute the action of the Board of Directors. Directors
may, by telegram, cable, telex, telefax, electronic mail or other communication
device, appoint a proxy to act at any meeting of the Board of Directors, such
proxy to be restricted, however, to the particular meeting specified therein.
Such proxy must be another director of the Company, provided, however, that at
any meeting of the Board of Directors a director may not act as proxy for more
than one director.
SECTION 2.6 Vacancies
---------
In the event that one or more of the directors is prevented from or is incapable
of acting as a director, the remaining directors (or the remaining director, if
there should be only one) may appoint one or more persons to fill the vacancy or
vacancies thereby created on the Board of Directors until the next general
meeting of shareholders, provided that, if at any time the number of directors
then in office shall be reduced to less than a majority of the number
constituting the whole Board of Directors, the remaining directors or director
shall forthwith call a general meeting of shareholders for the purpose of
filling the vacancies in the Board of Directors, and, provided further that in
the event that all of the directors are prevented from or are incapable of
acting as directors, the Company shall be temporarily managed by any person or
persons previously appointed by the Board of Directors so to act, who shall
forthwith call a general meeting of shareholders for the purpose of electing a
Board of Directors. If no such general meeting of shareholders shall be called
and if no such person shall have been appointed, any person or persons holding,
in the aggregate, at least five percent of the outstanding shares of stock of
the Company may call a general meeting of shareholders for the purpose of
electing a Board of Directors.
SECTION 2.7 Committees
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(a) Committees consisting of one or more members of the Board may be
established by the Board and shall have such general or limited powers or duties
as the Board shall deem appropriate. A majority of any such committee composed
of two or more members may determine its action at meetings and fix the time and
place of its meetings, unless the Board shall otherwise provide. Meetings may be
held through telephone conference, video conference or other real time
communication allowing all persons participating in the meeting to hear each
other or through any other device permitted by then applicable law, and
participation in a meeting through any such lawful device or arrangement shall
constitute presence at such meetings. When action by any committee is required
or permitted to be taken, action at a meeting may be dispensed with if all
members of the committee consent to such action. Members of a committee may, in
writing or by telegram, cable, telex, telefax, electronic mail or other
communication device, appoint a proxy to act at any meeting of the committee,
such proxy to be restricted, however, to the particular meeting specified
therein. Such proxy must be a director of the Company, provided, however, that
at any committee meeting a director may not act as proxy for more than one
committee member.
(b) The Board shall have power at any time to change the members of any
committee, to fill vacancies thereon, and to discharge any committee.
(c) The Board of Directors shall have a standing Audit Committee,
Compensation Committee, Finance Committee and Nominating Committee.
(d) The Board of Directors shall adopt a charter for each committee for
regulating the conduct of its affairs. Such charters must be consistent with
these By-Laws and the Deed of Incorporation.
ARTICLE Ill
OFFICERS
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SECTION 3.1 Election and Term of Office
---------------------------
The officers of the Company shall be elected by the Board of Directors and shall
be a Chairman, a Chief Executive Officer, a Secretary and a Treasurer. The Board
of Directors from time to time may also elect or appoint a Chief Financial
Officer, a President, a Vice Chairman of the Board of Directors, one or more
Executive Vice Presidents, one or more Vice Presidents and any such other
officers, including assistant officers and agents, as the Board may deem
advisable. Officers of the Company shall have such powers and duties as are
specified in these By-Laws and such further powers and duties as are determined
from time to time by the Board of Directors. Officers other than the Chairman
and the Vice Chairman may but need not be directors. The Board of Directors may
designate an officer or officers to be the Chief Financial Officer and the Chief
Accounting Officer of the Company. Two or more offices may be held by the same
person, provided, however, that no officer shall execute, acknowledge or
verify any instrument in more than one capacity if such instrument is required
by law or by these By-Laws to be executed, acknowledged or verified by any two
or more officers. The Board of Directors may grant general or specific authority
to additional agents or to committees, giving such agents or committees such
general or limited powers or duties as it may deem appropriate. All officers and
agents shall serve at the pleasure of the Board and may be removed at any time
by the Board, which shall have power to fill any vacancy which shall occur in
any office by reason of death, resignation, removal or otherwise. Unless so
removed, the terms of office of all officers and of all members of any
committees of the Board shall continue until the election of their successors or
until the elimination of such offices or committees.
SECTION 3.2 Chairman
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The Chairman shall preside at all meetings of the Board, and shall exercise such
other powers and discharge such other responsibilities as may be assigned by the
Board of Directors. The Chairman shall have the power to sign certificates of
stock of the Company.
SECTION 3.3 Vice Chairman
-------------
The Board of Directors may, from time to time, designate a director of the
Company to be Vice Chairman. The Vice Chairman shall perform such duties as may
be assigned by the Chairman or by the Board of Directors, and shall, in the
absence or disability of the Chairman, act for the Chairman.
SECTION 3.4 Chief Executive Officer
-----------------------
The Board of Directors shall at least annually elect or appoint a Chief
Executive Officer of the Company. The Chief Executive Officer shall have general
executive powers and overall responsibility for the management of the business
of the Company.
SECTION 3.5 President
---------
The President shall exercise such powers and discharge such responsibilities as
may be assigned by the Board of Directors, and shall have the power to sign
certificates of stock of the Company.
SECTION 3.6 Chief Operating Officer
-----------------------
The Board of Directors may, from time to time, designate an officer of the
Company to be the Chief Operating Officer of the Company. The Chief Operating
Officer shall have general executive powers and responsibility for the
management of the operations of the Company.
SECTION 3.7 Vice Presidents
---------------
The several Vice Presidents shall do and perform all such duties and services as
shall be assigned to or required of them, from time to time, by the Board of
Directors, the Chairman, the Vice Chairman or the Chief Executive Officer.
SECTION 3.8 Secretary
---------
The Secretary shall attend to the giving of notice of all meetings of
shareholders and of the Board of Directors and shall keep and attest true
records of all proceedings thereat. The Secretary shall have charge of the
corporate seal and have authority to attest any and all instruments or writings
to which the same may be affixed. The Secretary shall have care and custody of
documents, papers and records of the Company, shall have the power to sign stock
certificates, and shall supervise the keeping of a record of the shareholders of
the Company. The Secretary shall generally perform all of the duties usually
appertaining to the office of the secretary of a company. In the absence of the
Secretary, or if the office is vacant, an Assistant Secretary shall perform the
duties of the Secretary, unless otherwise decided by the Board of Directors.
SECTION 3.9 Treasurer
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The Treasurer shall have the care and custody of all monies, funds and
securities of the Company and shall deposit or cause to be deposited all funds
of the Company in and with such depositories as the Board of Directors shall
designate from time to time. The Treasurer shall have the power to sign stock
certificates, to endorse for deposit or collection or otherwise all checks,
drafts, notes, bills of exchange or other commercial paper payable to the
Company and to give proper receipts or discharges therefore, and shall generally
perform all of the duties usually appertaining to the office of the treasurer of
a company. In the absence of the Treasurer, or if the office is vacant, an
Assistant Treasurer shall perform the duties of the Treasurer, unless otherwise
decided by the Board of Directors.
SECTION 3.10 Controller
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The Controller shall be in charge of the books of account and accounting records
of the Company and of its accounting procedures. The Controller shall render an
account of the funds of the Company whenever required so to do by the Board of
Directors, the Chairman, the Vice Chairman, or the President, and shall
generally perform all of the duties usually appertaining to the office of
controller of a company. In the absence of the Controller, or if the office is
vacant, an Assistant Controller shall perform the duties of the Controller,
unless otherwise decided by the Board of Directors.
SECTION 3.11 Salaries
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The salaries of the officers shall be fixed from time to time by the
Compensation Committee of the Board of Directors or, in absence thereof, by the
Board of Directors. No officer shall be prevented from receiving such salary by
reason of the fact that he or she is also a director of the Company.
SECTION 3.12 Checks. Notes. etc.
-------------------
All checks, drafts, notes, bills of exchange, acceptances and other instruments
for the payment of money shall be signed by such officer or officers, person or
persons, as may from time to time be thereunto authorized by the Board of
Directors.
ARTICLE IV
SHARES OF STOCK
SECTION 4.1 Registrar and Stock Certificates
------------------
Every shareholder shall be entitled to a certificate representing the
shareholder's shares. A Register shall be kept by the Board of Directors or by a
Registrar designated thereto by the Board of Directors. Each entry shall mention
the name and residence of the shareholder, and the quantity and numbers of the
share certificates. The Register shall not be open for inspection by third
parties or shareholders with respect to shares other than those registered in
their name, except with respect to shares that have not been paid in full and
except further, with respect to the Registrar, if said Registrar has been
requested, or if demand of said Registrar has been made, to disclose any piece
of information in the Register and failure to disclose such information would
lead to liability of the Registrar. Every transfer and devolution of a share
shall be entered in the Register and every such entry shall be signed or
otherwise acknowledged by or on behalf of the Board of Directors or by the
Registrar. Each certificate shall be signed by the Chairman or the Vice Chairman
or the President or any Vice President and by the Secretary or the Treasurer,
and bear the corporate seal or a facsimile thereof, certifying the number of
shares owned by the shareholder in the Company; provided that, where such
certificate is countersigned by a Registrar other than the Company, the
signatures of the officers of the Company and the Registrar on such certificate
may be a facsimile, engraved, stamped or printed. In case any officer or
officers or Registrar who shall have signed or whose facsimile signature or
signatures shall have been used on any such certificate or certificates shall
cease to be such officer or officers or Registrar, whether because of death,
resignation or otherwise before such certificate or certificates shall have been
delivered by the Company, such certificate or certificates may nevertheless be
issued and delivered as though the person or persons who signed such certificate
or certificates, or whose facsimile signature or signatures shall have been used
thereon, had not ceased to be such officer or officers or Registrar.
SECTION 4.2 Lost Certificates
-----------------
In case any certificate of stock shall be lost, stolen or destroyed, the Board
of Directors, in its discretion, may authorize the issue of a substitute
certificate in place of the certificate of stock so lost, stolen or destroyed,
and may cause such substitute certificate to be countersigned and registered by
the appropriate Registrar; provided that, in each such case, the applicant for a
substitute certificate shall furnish to the Company and to such of its
Registrars as may require the same, evidence, satisfactory to them, of the loss,
theft or destruction of such certificate and of the ownership thereof and also
such security or indemnity as may by them be required.
ARTICLE V
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INDEMNIFICATION
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SECTION 5.1 Indemnification in Actions by Third Party
-----------------------------------------
The Company shall have the power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Company) by reason
of the fact that such person is or was a director, officer, employee or agent of
the Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise or entity, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the Company, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe that
such person's conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which such person
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had reasonable
cause to believe that such person's conduct was unlawful. The Company shall
indemnify any present or former officer or director of the Company to the
fullest extent allowed by the preceding provisions of this Section 5.1 in the
event of a "Change of Control". "Change in Control" means a change in control of
the Company which shall be deemed to have occurred if at any time (i) any
entity, person or organization is or becomes the legal or beneficial owner,
directly or indirectly, of securities of the Company representing 30% or more of
the combined voting power of the Company's then outstanding shares without the
prior approval of at least two-thirds of the members of the Board of Directors
in office immediately prior to such entity, person or organization attaining
such percentage interest; (ii) the Company is a party to a merger,
consolidation, share exchange, sale of assets or other reorganization, or a
proxy contest, as a consequence of which members of the Board of Directors in
office immediately prior to such transaction or event constitute less than a
majority of the Board of Directors thereafter; or (iii) during any 15-month
period, individuals who at the beginning of such period constituted the Board of
Directors (including for this purpose any new director whose election or
nomination for election by the Company's shareholders was approved by a vote of
at least two-thirds of the directors then still in office who were directors at
the beginning of such period) cease for any reason to constitute at least a
majority of the Board of Directors.
SECTION 5.2 Indemnification In Actions by or in the Right of the Company
------------------------------------------------------------
The Company shall have the power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Company to procure a judgment in its
favor by reason of the fact that such person is or was a director, officer,
employee or agent of the Company, or is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise or entity against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the Company and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
finally adjudged to be liable to the Company for improper conduct unless and
only to the extent that the court in which such action or suit was brought or
any other court having appropriate jurisdiction shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses, judgments, fines and amounts paid in settlement which the court in
which the action or suit was brought or such other court having appropriate
jurisdiction shall deem proper. The Company shall indemnify any present or
former officer or director of the Company to the fullest extent allowed by the
preceding provisions of this Section 5.2 in the event of a Change in Control, as
defined in Section 5.1.
SECTION 5.3 Indemnification against Expenses
--------------------------------
To the extent that a present or former director or officer of the Company has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 5.1 and 5.2, or in defense of any claim,
issue or matter therein, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection therewith.
SECTION 5.4 Determination of Indemnification
--------------------------------
Any indemnification under Sections 5.1 and 5.2 (unless ordered by a court) shall
be made by the Company only as authorized by contract approved, or by-laws,
resolution or other action adopted or taken, by the Board of Directors or by the
shareholders or as required by the last sentences of Sections 5.1 and 5.2.
SECTION 5.5 Advance of Reimbursement of Expenses and Undertaking
----------------------------------------------------
Expenses (including attorneys' fees) incurred by a present or former director or
a present officer in defending any civil or criminal, administrative or
investigative action, suit or proceeding shall be paid by the Company in advance
of the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such person to repay such amount if it shall
ultimately be determined that such person is not entitled to be indemnified
by the Company as authorized by Article V of these By-Laws. Such expenses
(including attorneys' fees) incurred by former officers or other employees and
agents may be so paid upon such terms and conditions, if any, as the Company
deems appropriate.
SECTION 5.6 Non-Exclusivity of By-Laws
--------------------------
The indemnification and advancement of expenses provided by or granted pursuant
to the other Sections of this Article shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any law, by-law, agreement, vote of shareholders or disinterested
directors, or otherwise both as to action in such person's official capacity and
as to action in another capacity while holding such office, and shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
SECTION 5.7 Insurance for Indemnification
-----------------------------
The Company shall have power to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Company, or
is or was serving at the request of the Company as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and incurred by
such person in any such capacity, or arising out of his or her status as such,
whether or not the Company would have the power to indemnify such person against
such liability under the provisions of Article V of these By-Laws.
SECTION 5.8 Definition of the Company
-------------------------
For purposes of this Article V, reference to the Company shall include, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had 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, 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 V with respect to the resulting or surviving corporation if its
separate existence had continued.
SECTION 5.9 Other Definitions
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For purposes of this Article V, references to "other enterprises" shall include
employee benefit plans; references to "fines" shall include any excise taxes
assessed on a person with respect to any employee benefit plan; and references
to "serving at the request of the Company" shall include any service as a
director, officer, employee or agent of the Company which imposes duties on, or
involves services by, such director, officer, employee or agent
with respect to an employee benefit plan, its participants or beneficiaries; and
a person who acted in good faith and in a manner such person reasonably believed
to be in the interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not opposed to the best
interests of the Company" as referred to in this Article V.
ARTICLE VI
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MISCELLANEOUS PROVISIONS
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SECTION 6.1 Fiscal Year
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The fiscal year of the Company shall be the calendar year.
SECTION 6.2 Corporate Seal
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The Company shall have a corporate seal which shall have inscribed thereon the
name of the Company, the words, "Netherlands Antilles", and the year of its
organization.
SECTION 6.3 Amendments
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These By-Laws may be altered, amended or repealed at any regular or special
meeting of the Board of Directors, except, however, that no provision of these
By-Laws which is included in, or the substance of which is expressed in, the
provisions of the Deed of Incorporation shall be so altered, amended or repealed
as to be inconsistent with the Deed of Incorporation. The amendment of these
By-Laws to eliminate any provisions hereof the substance of which is also
contained in the Deed of Incorporation shall not be deemed to render these By-
Laws inconsistent with the Deed of Incorporation or to affect in any way the
corresponding provisions of the Deed of Incorporation.