Exhibit 3(ii)
INTERNATIONAL FLAVORS & FRAGRANCES INC.
BY-LAWS
(as adopted March 10, 1964, including all amendments
made through March 12, 2002)
BY-LAWS
of
INTERNATIONAL FLAVORS & FRAGRANCES INC.
(a New York corporation)
ARTICLE I
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Meetings of Stockholders
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SECTION 1. Annual Meeting. The annual meeting of the
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stockholders of the Corporation for the election of directors and for the
transaction of such other business as may properly come before the meeting shall
be held at such place, on such date and at such time as shall be designated from
time to time by the Board of Directors.
SECTION 2. Special Meeting. Special meetings of the
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stockholders, unless otherwise prescribed by statute, may be called at any time
by the Chairman of the Board, the President or the Board of Directors.
SECTION 3. Notice of Meetings. (a) Nomination of Directors.
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Only persons who are nominated in accordance with the following procedures shall
be eligible for election as directors of the Corporation. Nominations of persons
for election to the Board of Directors may be made at any annual meeting of
stockholders, or at any special meeting of stockholders called for the purpose
of electing directors, (i) by or at the direction of the Board of Directors (or
any duly authorized committee thereof) or (ii) by any stockholder of the
Corporation (A) who is a stockholder of record on the date of the giving of the
notice provided for in this Section 3(a) and on the record date for the
determination of stockholders entitled to vote at such meeting and (B) who
complies with the notice procedures set forth in this Section 3(a).
In addition to any other applicable requirements, for a
nomination to be made by a stockholder, such stockholder must have given timely
notice thereof in proper written form to the Secretary of the Corporation. To be
timely, a stockholder's notice to the Secretary must be delivered to or mailed
and received at the principal executive offices of the Corporation (i) in the
case of an annual meeting, not less than sixty (60) days nor more than ninety
(90) days prior to the anniversary date of the immediately preceding annual
meeting of stockholders; provided, however, that in the event that the annual
meeting is called for a date that is not within thirty (30) days before or after
such anniversary date, notice by the stockholder in order to be timely must be
so received not later than the close of business on the tenth (10th) day
following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure of the date of the annual meeting was made,
whichever first occurs; and (ii) in the case of a special meeting of
stockholders called for the purpose of electing directors, not later than the
close of business on the tenth (10th) day following the day on which notice of
the date of the special meeting was mailed or public disclosure of the date of
the special meeting was made, whichever first occurs.
To be in proper written form, a stockholder's notice to the
Secretary must set forth (i) as to each person whom the stockholder proposes to
nominate for election as a director (A) the name, age, business address and
residence address of the person, (B) the principal occupation or employment of
the person, (C) the class or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by the person and (D) any
other information relating to the person that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder; and (ii) as to the stockholder giving
the notice (A) the name and record address of such stockholder, (B) the class or
series and number of shares of capital stock of the Corporation which are owned
beneficially or of record by such stockholder, (C) a description of all
arrangements or understandings between such stockholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such stockholder, (D) a representation
that such stockholder intends to appear in person or by proxy at the meeting to
nominate the persons named in its notice and (E) any other information relating
to such stockholder that would be required to be disclosed in a proxy statement
or other filings required to be made in connection with solicitations of proxies
for election of directors pursuant to Section 14 of the Exchange Act and the
rules and regulations promulgated thereunder. Such notice must be
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accompanied by a written consent of each proposed nominee to being named as a
nominee and to serve as a director if elected. The Corporation may require any
proposed nominee to furnish such other information as may reasonably be required
by the Corporation to determine the eligibility of such proposed nominee to
serve as director of the Corporation.
Notwithstanding anything in these By-Laws to the contrary, no person
shall be eligible for election as a director of the Corporation unless
nominated in accordance with the procedures set forth in this Section 3(a).
If the Chairman of the meeting determines that a nomination was not made in
accordance with the foregoing procedures, the Chairman shall declare to the
meeting that the nomination was defective and such defective nomination
shall be disregarded.
(b) Nature of Business at Meetings of Stockholders. No
business may be transacted at an annual meeting of stockholders, other than
business that is either (i) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors (or
any duly authorized committee thereof), (ii) otherwise properly brought before
an annual meeting, by or at the direction of the Board of Directors (or any duly
authorized committee thereof) or (iii) otherwise properly brought before an
annual meeting by any stockholder of the Corporation (A) who is a stockholder of
record on the date of the giving of the notice provided for in this Section 3(b)
and on the record date for the determination of stockholders entitled to vote at
such meeting and (B) who complies with the notice procedures set forth in this
Section 3(b).
In addition to any other applicable requirements, for business to be
properly brought before an annual meeting by a stockholder, such
stockholder must have given timely notice thereof in proper written form to
the Secretary of the Corporation.
To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than sixty (60) days nor more than ninety (90) days prior
to the anniversary date of the immediately preceding annual meeting of
stockholders; provided, however, that in the event that the annual meeting is
called for a date that is not within thirty (30) days before or after such
anniversary date, notice by the stockholder in order to be timely must be so
received not later than the close of business on the tenth (10th) day following
the day on which such notice of the date of the annual meeting was mailed or
such public disclosure of the date of the annual meeting was made, whichever
first occurs.
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To be in proper written form, a stockholder's notice to the
Secretary must set forth as to each matter such stockholder proposes to bring
before an annual meeting, (i) a brief description of the business desired to be
brought before such meeting and the reasons for conducting such business at such
meeting, (ii) the name and record address of such stockholder, (iii) the class
or series and number of shares of capital stock of the Corporation which are
owned beneficially or of record by such stockholder, (iv) a description of all
arrangements or understandings between such stockholder and any other person or
persons (including their names) in connection with the proposal of such business
by such stockholder and any material interest of such stockholder in such
business and (v) a representation that such stockholder intends to appear in
person or by proxy at the meeting to bring such business before such meeting.
Notwithstanding the foregoing provisions of this Section, a stockholder seeking
to have a proposal included in the Corporation's proxy statement shall comply
with the requirements of Section 14 of the Exchange Act, including, but not
limited to, Rule 14a-8 promulgated thereunder or its successor provision. The
Corporation may require any stockholder to furnish such other information as may
reasonably be required by the Corporation to determine if the business shall be
properly brought before an annual meeting of the stockholders.
Notwithstanding anything in these By-Laws to the contrary, no
business shall be conducted at an annual meeting of stockholders except business
brought before such meeting in accordance with the procedures set forth in this
Section; provided, however, that, once business has been properly brought before
the meeting in accordance with such procedures, nothing in this Section 3(b)
shall be deemed to preclude discussion by any stockholder of any such business.
If the Chairman of an annual meeting determines that business was not properly
brought before such meeting in accordance with the foregoing procedures, the
Chairman shall declare to the meeting that the business was not properly brought
before the meeting and such business shall not be transacted.
SECTION 4. Quorum. At all meetings of the stockholders of the
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Corporation, the holders of a majority of the stock of the Corporation entitled
to vote thereat, present in person or by proxy, shall constitute a quorum for
the transaction of any business except as otherwise provided by law.
SECTION 5. Order of Business. The order of business at all
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meetings of the stockholders shall be as determined by the Chairman of the
meeting, but the order of business to be followed at any meeting at which a
quorum is present may be changed by a majority in voting interest of the
stockholders present at the meeting in person or by proxy and entitled to vote
thereat.
SECTION 6. Organization; Adjournment. At each meeting of the
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stockholders, the Chairman of the Board of the Corporation, or, if he shall be
absent therefrom, the President of the Corporation, or, if he shall be absent
therefrom, the Executive Vice-President, or, if he shall be absent therefrom,
any other Vice-President of the Corporation, or, if the Chairman of the Board,
the President, the Executive Vice-President and all the other Vice-Presidents
shall be absent from such meeting, then some other officer of the Corporation,
or, if all its officers shall be absent therefrom, a stockholder holding of
record shares of stock of the Corporation having voting powers, or the proxy of
such a stockholder, who is chosen chairman of such meeting, shall act as
chairman thereof and preside thereat; and the Secretary of the Corporation, or,
if he shall be absent from such meeting, or, if he shall be required or chosen
pursuant to the provisions of this Section 6 to act as chairman of such meeting,
the person (who shall be an Assistant Secretary of the Corporation, if any of
them shall be present thereat) whom the chairman of such meeting shall appoint
secretary of such meeting, shall act as secretary of such meeting and keep the
minutes thereof.
If a quorum, determined in accordance with Article I, Section 4 hereof,
shall not be present or represented at any meeting of the stockholders, the
Chairman of the meeting, or if so requested by the Chairman, the
stockholders 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, until a quorum shall be present or
represented. In addition, the Chairman of any meeting of stockholders shall
have the power to adjourn the meeting at the request of the Board of
Directors if the Board of Directors determines that adjournment is
necessary or appropriate to enable stockholders to consider fully
information which the Board of Directors determines has not been made
sufficiently or timely available to stockholders.
SECTION 7. Voting. When a quorum is present or represented at
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any meeting, the vote of the holders of a majority of the stock having voting
power present in person or represented by proxy shall decide any question
brought before such meeting, except as otherwise expressly provided by the
Certificate of Incorporation or by Law. At each meeting of the stockholders
every stockholder of record of the Corporation entitled to vote at such meeting
shall be entitled to one vote for each share of Common Stock standing in his
name on the books of the Corporation; provided, however, that the Board of
Directors may fix, in advance, a date not more than sixty nor less than ten days
prior to the date of such meeting as the date as of which
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stockholders entitled to notice of, and to vote at, such meeting shall be
determined, and in case the Board of Directors shall fix a date, only
stockholders of record on such date shall be entitled to notice of, and to vote
at, such meeting. The vote of stock of the Corporation may be given by the
stockholder entitled thereto in person or by proxy duly appointed by an
instrument in writing subscribed by such stockholder or by his attorney
thereunto duly authorized, and delivered to the Secretary of the meeting. Unless
demanded by a stockholder of the Corporation present in person or by proxy at
any meeting of the stockholders and entitled to vote thereat or so directed by
the chairman of the meeting, the vote thereat on any question need not be by
ballot. Upon a demand of any such stockholder for a vote by ballot on any
question or at the direction of such chairman that a vote by ballot be taken on
any question, such vote shall be taken by ballot. On a vote by ballot each
ballot shall be signed by the stockholder voting, or in his name by his proxy,
if there be such proxy, and it shall show the number of shares voted by him.
SECTION 8. Inspectors of Election. At any meeting of the
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stockholders, an inspector or inspectors of election may be appointed as
provided in the Business Corporation Law and shall have duties as provided in
said Law. An inspector of election need not be a stockholder of the Corporation,
and any officer of the Corporation may be an inspector of election on any
question other than a vote for or against his election to any position with the
Corporation or any other question in which he may be directly interested.
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ARTICLE II
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Board of Directors
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SECTION 1. General Powers. Except as otherwise provided in
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these By-laws or in the Certificate of Incorporation, the property, business and
affairs of the Corporation shall be managed by the Board of Directors.
SECTION 2. Number. The number of directors shall be nine but
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the number thereof may, from time to time, be diminished to not less than six by
amendment of these By-laws. As used in these By-laws, the term "whole Board of
Directors" shall mean the total number of directors which the Corporation would
have at the time if there were no vacancies.
SECTION 3. Election of Directors. At each meeting of the
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stockholders for the election of directors at which a quorum is present, the
persons receiving a plurality of the votes cast by the holders of stock entitled
to vote thereat shall be the directors. No person shall be eligible to serve as
director of the Corporation after the date of, or stand for the re-election at,
the annual meeting of stockholders which follows the date of his or her 72nd
birthday, except that persons serving as directors on February 8, 2000 who are
re-elected at the annual meeting held on May 18, 2000 (or any adjournment
thereof) may continue to serve as directors until the date of the annual meeting
of stockholders held in 2001.
SECTION 4. Organization. The Board of Directors may choose one
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of their number as Chairman of the Board. At each meeting of the Board of
Directors, the Chairman of the Board, or, if there shall be no Chairman or if he
shall be absent, the President of the Corporation, or in case of his absence,
the Executive Vice-President, or in case of his absence, a chairman who shall be
any director chosen by a majority of the directors present thereat, shall act as
chairman of such meeting and preside thereat. The Secretary of the Corporation,
or in the case of his absence, any person (who shall be an Assistant Secretary
of the Corporation, if an Assistant Secretary of the Corporation shall be
present at such meeting) whom the chairman shall appoint secretary of such
meeting, shall act as secretary of such meeting and keep the minutes thereof.
SECTION 5. Resignations. Any director of the Corporation may
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resign at any time by giving written notice of his resignation to the Board of
Directors, the President or the Secretary of the Corporation. Any such
resignation shall take effect at the time specified therein, then it shall take
effect immediately upon its receipt by such Board of Directors, President or
Secretary; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
SECTION 6. Vacancies. Vacancies occurring in the Board of
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Directors for any reason, except the removal of directors without cause by the
stockholders, may be filled by the affirmative vote of at least two-thirds (2/3)
of the whole Board of Directors. A director elected to fill a vacancy shall be
elected to hold office for the unexpired term of his predecessor. Newly-created
directorships resulting from an increase in the number of directors may be
filled by vote of a majority of the directors then in office, although less than
a quorum exists.
SECTION 7. Organization Meeting. After each annual election of
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directors, the Board of Directors may hold a regular meeting for the purpose of
organization and the transaction of other business as soon as practicable on the
same day, at the place where other regular meetings of the Board of Directors
are held. Notice of such meeting need not be given. Such meeting may be held at
any other time or place which shall be specified in a notice given as
hereinafter provided for special meetings of the Board or in a consent and
waiver of notice thereof signed by all the directors.
SECTION 8. Regular Meetings. Regular meetings of the Board of
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Directors shall be held at such other times and at such places within or without
the State of New York or the United States as the Board shall from time to time
by resolution determine. If any day fixed for a regular meeting shall be a legal
holiday at the place where the meeting is to be held,
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*Amended from "twelve" to "ten," effective May 16, 2001, by action of the Board
of Directors at its March 13, 2001 meeting. Further amended from "ten" to
"eleven" effective at the December 11, 2001 meeting. Further amended from
"eleven" to "nine" effective May 7, 2002, by action of the Board of Directors at
its March 12, 2002 meeting.
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then the meeting which otherwise would be held on that day shall be held at the
same hour on the next succeeding business day. Notice of regular meetings need
not be given.
SECTION 9. Special Meetings; Notice. Special meetings of the
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Board of Directors shall be held whenever called by the Chairman of the Board,
the President of the Corporation, the Executive Vice-President of the
Corporation, or by any two (2) of the directors at the time in office. A notice
shall be given as hereinafter in this Section provided of each such special
meeting, stating the time and place thereof. Except as otherwise provided by
law, notice of each meeting shall be given by mail, telegraph, cable, wireless,
telephone or personal delivery to each director, at his residence or usual place
of business at least two (2) days before the day on which such meeting is to be
held; provided, however, in the case of any director residing outside the United
States, such notice shall be sent addressed to him at such place by telegraph,
cable or wireless, or be delivered personally or by telephone not later than
five (5) days before the day on which such meeting is to be held. Notice of any
meeting of the Board need not, however, be given to any director, if waived by
him in writing before or after the meeting or if he shall attend the meeting
without protesting, prior thereto or at its commencement, the lack of notice to
him.
SECTION 10. Quorum and Manner of Acting.
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(a) A majority of the whole Board of Directors shall be
present in person at any meeting of the Board in order to constitute a quorum
for the transaction of business at such meeting and, except as otherwise
specifically provided by the Certificate of Incorporation, these By-laws or by
law, the act of a majority of the directors present at any such meeting, at
which quorum is present, shall be the act of the Board. In the absence of a
quorum from any such meeting, a majority of the directors present thereat may
adjourn such meeting from time to time until a quorum shall be present thereat.
Notice of any adjourned meeting need not be given.
(b) Unless otherwise restricted by the Certificate of
Incorporation or these By-laws, any one or more members of the Board or any
committee thereof may participate in a meeting of the Board or committee by
means of a conference telephone or similar communications equipment allowing all
persons participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in person at a meeting.
SECTION 11. Committees. There may be an Executive Committee
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consisting of three or more directors as may be designated from time to time by
a majority of the whole Board of Directors. The Chairman of the Board shall be a
member ex officio of the Executive Committee. Such Committee may meet at stated
times or on notice to all by any of their number. During the intervals between
the meetings of the Board of Directors, the Executive Committee shall possess
and may exercise, to the extent provided in the resolution of the Board of
Directors appointing such committee, all the powers of the Board of Directors,
except as otherwise provided in the Business Corporation Law, in the management
and direction of the business and affairs of the Corporation in such manner as
the Executive Committee shall deem for the best interest of the Corporation. The
Executive Committee shall keep regular minutes of its proceedings and report the
same to the Board of Directors when required, but no approval by the Board of
Directors of the actions taken by the Executive Committee shall be required.
A majority of the whole Board of Directors may also designate
directors to constitute one or more other committees, which shall in each case
consist of such number of directors and shall have such duties and may exercise
such powers as the Board of Directors may determine.
A majority of the whole Board may designate one or more
directors as alternate members of any such committee, including the Executive
Committee, who may replace any absent member or members at any meeting of such
committee.
Each committee, including the Executive Committee and each
member thereof, shall serve at the pleasure of the Board.
SECTION 12 Removal. Any director may be removed with cause by
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the affirmative vote of at least two-thirds of the whole Board of Directors or
with or without cause by vote of the stockholders at a regular or special
meeting, subject to the provisions of the Business Corporation Law.
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SECTION 13. Compensation. The directors and the members of any
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committee of the Corporation provided for by resolution of the Board of
Directors shall be entitled to be reimbursed for any expenses, including all
travel expenses, incurred by them on account of their attendance at any regular
or special meeting of the Board of Directors or of such committee, and the Board
of Directors may at any time or from time to time by resolution provide that the
Corporation shall pay each such director or member of such committee such
compensation for his services as may be specified in such resolution. Nothing in
this Section shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
SECTION 14. Indemnification.
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(a) Right to indemnification. The Corporation shall indemnify
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any person made, or threatened to be made, a party to an action or proceeding,
whether civil or criminal, by reason of the fact that he, or a person of whom he
is the legal representative, is or was a director or officer of the Corporation,
or, while serving as director or officer of the Corporation, is or was serving
in any capacity, at the request of the Corporation, any other corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise,
against judgments, fines, amounts paid in settlement and reasonable expenses,
including attorney's fees, incurred by such person as a result of such action or
proceeding, or any appeal therein, unless a judgment or other final adjudication
adverse to such person establishes that his acts, or the acts of the person of
whom he is the legal representative, were committed in bad faith or were the
result of active and deliberate dishonesty and were material to the cause of
action so adjudicated, or that he, or the person of whom he is the legal
representative, personally gained in fact a financial profit or other advantage
to which he, or the other person of whom he is the legal representative, was not
legally entitled. The Corporation shall advance to such person funds to pay for
such expenses, including attorney's fees, incurred by such person in defending
against any such action or proceeding, or any appeal therein, upon receipt of an
undertaking by or on behalf of such person to repay such funds to the
Corporation if a judgment or other final adjudication adverse to such person
establishes that his acts, or the acts of the person of whom he is the legal
representative, were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action so adjudicated,
or that he, or the person of whom he is the legal representative, personally
gained in fact a financial profit or other advantage to which he, or such
person, was not legally entitled.
(b) Right of claimant to sue. If a claim under paragraph (a)
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is not paid in full by the Corporation within thirty days after a written claim
has been received by the Corporation, 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 expenses of the 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, or the person of whom he is the legal
representative, has not met the standard of conduct established in paragraph
(a), 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
because the claimant or such person has met the said standard of conduct, nor an
actual determination by the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the claimant or such person
has not met such applicable standard of conduct, shall be a defense to action or
create a presumption that the claimant or such person has not met such standard
of conduct.
(c) Non-exclusivity of rights. Subject to the limitations
contained in paragraph (a), the right to indemnification and the payment of
expenses conferred in this Section shall not be deemed exclusive of any other
right to which any person seeking indemnification or advancement or payment of
expenses may be entitled, whether under any statute, provision of the
Certification of Incorporation, by-law, agreement, vote of stockholders or
disinterested directors or otherwise.
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ARTICLE III
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Officers
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SECTION 1. Number. The principal officers of the Corporation
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shall include a President, an Executive Vice-President, one or more other
Vice-Presidents, a Treasurer, a Controller and a Secretary. Any two or more
offices may be held by the same person, except the offices of President and
Secretary.
SECTION 2. Election, Term of Office and Qualifications. The
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principal officers of the Corporation shall be chosen annually by the Board of
Directors. Each principal officer shall hold office until his successor shall
have been duly chosen and shall qualify, or until his death or until he shall
resign, or shall have been removed in the manner hereinafter provided.
SECTION 3. Additional Officers. In addition to the principal
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officers mentioned in Section 1 of this Article III, the Board of Directors may
appoint such other officers as the Board may determine, each of which officers
shall hold office for such period, have such authority and perform such duties
as are provided in these By-laws or as the Board of Directors may from time to
time determine.
SECTION 4. Removal. Any officer of the Corporation elected or
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appointed by the Board of Directors may be removed by the Board of Directors
with or without cause at any time.
SECTION 5. Resignations. Any officer of the Corporation may
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resign at any time by giving written notice of his resignation to the Board of
Directors or to the President or Secretary of the Corporation. Any such
resignation shall take effect at the time specified therein, or, if the time
when it shall become effective shall not be specified therein, then it shall
take effect immediately upon its receipt by such Board of Directors, President
or Secretary; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
SECTION 6. Vacancies. A vacancy in any office due to death,
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resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed in these By-laws for
regular appointments or elections to such office.
SECTION 7. The President. The President shall be the chief
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executive officer of the Corporation and shall have general supervision of the
business of the Corporation and over its several officers, subject, however, to
the control of the Board of Directors. He shall in the absence of the Chairman
of the Board preside at all meetings of the stockholders and at all meetings of
the Board of Directors. He shall see that all orders and resolutions of the
Board of Directors are carried into effect. He may sign, execute and deliver in
the name of the Corporation all deeds, mortgages, bonds, contract or other
instruments authorized by the Board of Directors except where the signing,
execution or delivery thereof shall be expressly delegated by the Board of
Directors or by these By-laws to some other officer or agent of the Corporation
or where any of them shall be required by law to be otherwise signed, executed
or delivered, and he may affix the seal of the Corporation to any instrument
which shall require it. He shall perform all duties incident to the office of
President and such other duties as from time to time may be assigned to him by
the Board of Directors.
SECTION 8. The Executive Vice-President. The Executive
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Vice-President shall have such powers and perform such duties as the Board of
Directors may from time to time prescribe and shall perform such other duties as
may be prescribed by these By-laws. At the request of the President or, in the
case of his inability to act, he shall have all the powers of, and be subject to
all the restrictions upon, the President.
SECTION 9. The Vice-Presidents. Each Vice-President shall have
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such powers and perform such duties as the Board of Directors may from time to
time prescribe and shall perform such other duties as may be prescribed by these
By-laws. At the request of the President, or, in case of the inability of the
President and the Executive Vice-President to act, any of the Vice-Presidents
may perform the duties of the President, and when so acting shall have all the
powers of, and be subject to all the restrictions upon, the President.
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SECTION 10. The Treasurer. The Treasurer shall have the care
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and custody of the books of account and of all the funds and securities of the
Corporation, and deposit the funds in the name of the Corporation in such bank
or trust company as the directors may designate. If required by the Board of
Directors, the Treasurer shall give a bond for the faithful discharge of his
duties in such sum and with such surety or sureties as the Board of Directors
shall determine. He shall perform all the duties incidental to the office of
Treasurer and such other duties as from time to time may be assigned to him by
the President or the Board of Directors.
SECTION 11. The Controller. The Controller shall maintain
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adequate records of all assets, liabilities and transactions of the Corporation,
and have adequate audits thereof currently and regularly made. In addition, he
shall perform such other duties relating to the finances of the Corporation or
otherwise, as may be prescribed by the Board of Directors, the President or the
Treasurer.
SECTION 12. The Secretary. The Secretary shall attend all
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meetings of the Board of Directors and of the stockholders and record all votes
and the minutes of all proceedings in a book to be kept for that purpose and
shall perform like duties for the standing committees when required. He shall
give, or cause to be given, notice of all meeting of the stockholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or President, under whose
supervision he shall be. he shall keep or cause to be kept a stock-book,
containing the names, alphabetically arranged, of all persons who are
stockholders of the Corporation, showing their places of residence, the number
of shares of stock owned by them respectively, the times when they respectively
became the owners thereof and the amount paid thereon. He shall keep in safe
custody the seal of the Corporation and, when properly authorized, affix the
same to any instrument requiring it and, when so affixed, it shall be attested
by his signature or by the signature of the Treasurer or an Assistant Secretary.
SECTION 13. Salaries. The salaries of the officers of the
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Corporation shall be fixed from time to time by the Board of Directors, and none
of such officers shall be prevented from receiving a salary by reason of the
fact that he is also a member of the Board.
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ARTICLE IV
Contracts, Checks, Drafts, Bank Accounts, Etc.
SECTION 1. Execution of Contracts, etc. Except as otherwise
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required by law or by these By-laws, the Board of Directors may authorize any
officer or officers, agent or agents, to execute and deliver any contract or
other instrument in the name of the Corporation and on its behalf.
SECTION 2. Checks, Drafts, etc. All checks, drafts and other
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orders for the payment of money, bills of lading, warehouse receipts,
obligations, bills of exchange and insurance certificates shall be signed or
endorsed, except endorsements for collection for the account of the Corporation
or for deposit to its credit, by such officer or officers, agent or agents of
the Corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
SECTION 3. Deposits. All funds of the Corporation not
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otherwise employed shall be deposited from time to time to the credit of the
Corporation or otherwise as the Board of Directors, or any officer of the
Corporation to whom power in that respect shall have been delegated by the Board
of Directors, shall direct in such banks, trust companies or other depositories
as said Board may select or as may be selected by any officer or officers or
agent or agents of the Corporation to whom power in that respect shall have been
delegated by the Board of Directors. For the purpose of deposit and for the
purpose of collection for the account of the Corporation, checks, drafts and
other orders for the payment of money which are payable to the order of the
Corporation may be endorsed, assigned and delivered by any officer or agent of
the Corporation.
SECTION 4. General and Special Bank Accounts. The Board of
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Directors may from time to time authorize the opening and keeping of general and
special bank accounts with such banks, trust companies or other depositaries as
the Board of Directors may select, or as may be selected by any officer or
officers, agent or agents of the Corporation to whom power in that respect shall
have been delegated by the Board of Directors. The Board of Directors may make
such special rules and regulations with respect to such bank accounts, not
inconsistent with the provisions of these By-laws, as it may deem expedient.
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ARTICLE V
Shares and Their Transfer
SECTION 1 Certificates for Stock. Every owner of shares of
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stock of the Corporation shall be entitled to have a certificate therefor, in
such form as the Board of Directors shall prescribe, certifying the number and
class of shares thereof owned by him. The certificates representing such shares
shall be numbered in the order in which they shall be issued and shall be signed
in the name of the Corporation by the President, the Executive Vice-President or
a Vice-President, and by the Treasurer or the Secretary or an Assistant
Treasurer or Assistant Secretary of the Corporation and its seal shall be
affixed thereto; provided, however, that where such certificate is signed by a
transfer agent or registered by a registrar other than the Corporation itself or
its employee, if the Board of Directors shall by resolution so authorize, the
signatures of such President, Executive Vice-President, Vice-President,
Treasurer, Secretary, Assistant Treasurer or Assistant Secretary and the seal of
the Corporation may be facsimile. In case any officer or officers of the
Corporation who shall have signed, or whose facsimile signature or signatures
has been placed upon a certificate or certificates shall cease to be such
officer or officers, whether by reason of death, resignation or otherwise,
before such certificate or certificates shall have been delivered by the
Corporation, such certificate or certificates may nevertheless be adopted by the
Corporation and be issued and delivered as if the person or persons who signed
such certificate or certificates had not ceased to be such officer or officers.
A record shall be kept of the respective names of the persons, firms or
corporations owning the shares represented by certificates for stock of the
Corporation, the number of shares represented by such certificates,
respectively, and the respective dates thereof, and in case of cancellation, the
respective dates of cancellation. Every certificate surrendered to the
Corporation for exchange or transfer shall be canceled and a new certificate or
certificates shall not be issued in exchange for any existing certificate, until
such existing certificate shall have been so canceled except in cases provided
for in Section 4 of this Article V.
SECTION 2. Transfers of Stock. Transfers of shares of the
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stock of the Corporation shall be made on the books of the Corporation only by
the registered holder thereof, or by his attorney thereunto authorized by power
of attorney duly executed and filed with the Secretary of the Corporation or
with a transfer clerk or transfer agent appointed as in Section 3 of this
Article V provided, and on surrender of the certificate or certificates for such
shares properly endorsed and the payment of all taxes thereon. The person in
whose name shares of stock stand on the books of the Corporation shall be deemed
the owner thereof for all purposes as regards the Corporation.
SECTION 3. Regulations. The Board of Directors may make such
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rules and regulations, as it may be deem expedient, not inconsistent with these
By-laws, concerning the issue, transfer and registration of certificates for
shares of the stock of the Corporation. It may appoint, or authorize any
principal officer or officers to appoint, one or more Transfer Clerks or one or
more Transfer Agents or one or more Registrars, and may require all certificates
of stock to bear the signature or signatures of any of them.
SECTION 4. Lost, Destroyed and Mutilated Certificates. The
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holder of any share of stock of the Corporation shall immediately notify the
Corporation of any loss, destruction or mutilation of the certificate therefor,
and the Corporation may issue a new certificate of stock in the place of any
certificate theretofore issued by it, alleged to have been lost or destroyed,
and the Board of Directors may, in its discretion, require the owner of the lost
or destroyed certificate or his legal representatives to give the Corporation a
bond in such sum, limited or unlimited, and in such form and with such surety or
sureties, as the Board shall in its uncontrolled discretion determine, to
indemnify the Corporation against any claim that may be made against it on
account of the alleged loss or destruction of any such certificate, or the
issuance of such new certificate. The Board of Directors, however, may in its
discretion refuse to issue any such new certificate, except pursuant to legal
proceedings under the laws of the State of New York in such case made and
provided.
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ARTICLE VI
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Seal
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The seal of the Corporation shall be in the form of a circle,
and shall bear the full name of the Corporation and the year of its
incorporation.
ARTICLE VII
Fiscal Year
The fiscal year of the Corporation shall end with the
thirty-first day of December in each year.
ARTICLE VIII
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Amendments
The Board of Directors shall have the power to amend, repeal
or adopt the By-laws of the Corporation, and the By-laws may be amended,
repealed or adopted by the stockholders entitled at the time to vote in the
election of directors.
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