EXHIBIT 3
BY-LAWS
of
INTEGON CORPORATION
(A Delaware Corporation)
(Effective as of February 18, 1997)
______________________________
ARTICLE 1
DEFINITIONS
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As used in these By-laws, unless the context otherwise requires, the
term:
1.1 "Assistant Secretary" means an Assistant Secretary of the
Corporation.
1.2 "Assistant Treasurer" means an Assistant Treasurer of the
Corporation.
1.3 "Board" means the Board of Directors of the Corporation.
1.4 "By-laws" means the initial by-laws of the Corporation, as amended
from time to time.
1.5 "Certificate of Incorporation" means the initial certificate of
incorporation of the Corporation, as amended, supplemented or restated from
time to time.
1.6 "Chairman" means the Chairman of the Board of Directors of the
Corporation.
1.7 "Corporation" means Integon Corporation.
1.8 "Directors" means directors of the Corporation.
1.9 "Entire Board" means the total number of Directors that the
Corporation would have if there were no vacancies.
1.10 "General Corporation Law" means the General Corporation Law of the
State of Delaware, as amended from time to time.
1.11 "Office of the Corporation" means the executive office of the
Corporation, anything in Section 131 of the General Corporation Law to the
contrary notwithstanding.
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1.12 "President" means the President of the Corporation.
1.13 "Secretary" means the Secretary of the Corporation.
1.14 "Stockholders" means stockholders of the Corporation.
1.15 "Treasurer" means the Treasurer of the Corporation.
1.16 "Vice Chairman" means the Vice Chairman of the Board of Directors
of the Corporation.
1.17 "Vice President" means a Vice President of the Corporation.
ARTICLE 2
STOCKHOLDERS
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2.1 Place of Meetings. Every meeting of stockholders shall be held
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at the Office of the Corporation or at such other place within or without the
State of Delaware as shall be specified or fixed in the notice of such meeting
or in the waiver of notice thereof.
2.2 Annual Meeting. A meeting of stockholders shall be held
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annually for the election of Directors and the transaction of other business.
During 1992, the meeting shall be held in February, and commencing in 1993,
such meeting shall be held in April or May at such hour and on such business
day, all as may be determined by the Board and designated in the notice of
meeting.
2.3 Deferred Meeting for Election of Directors, Etc. If the
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annual meeting of stockholders for the election of Directors and the
transaction of other business is not held within the months specified in
Section 2.2 hereof, the Board shall call a meeting of stockholders for the
election of Directors and the transaction of other business as soon thereafter
as convenient.
2.4 Other Special Meetings. A special meeting of stockholders
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(other than a special meeting for the election of Directors), unless otherwise
prescribed by statute, may be called at any time by the Chairman, the President
or the Secretary and must be called by any such officer at the written request
of the Board. At any special meeting of stockholders only such business may be
transacted as is related to the purpose or purposes of such meeting set forth
in the notice thereof given pursuant to Section 2.6 hereof or in any waiver of
notice thereof given pursuant to Section 2.7 hereof.
2.5 Fixing Record Date. For the purpose of (a) determining the
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stockholders entitled (i) to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or (ii) to receive payment of any
dividend or other distribution or allotment of any rights, or to exercise any
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rights in respect of any change, conversion or exchange of stock; or (b) any
other lawful action, the Board may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date was
adopted by the Board and which record date shall not be (x) in the case of
clause (a)(i) above, more than 60 nor less than 30 days before the date of such
meeting, and (y) in the case of clause (a)(ii) or (b) above, more than 60 days
prior to such action. If no such record date is fixed:
2.5.1 the record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close
of business on the day immediately preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day
immediately preceding the day on which the meeting is held;
2.5.2 the record date for determining stockholders for any
purpose other than those specified in Section 2.5.1 shall be at the close
of business on the day on which the Board adopts the resolution relating
thereto.
When a determination of stockholders entitled to notice of or to vote at any
meeting of stockholders has been made as provided in this Section 2.5, such
determination shall apply to any adjournment thereof unless the Board fixes a
new record date for the adjourned meeting.
2.6 Notice of Meetings of Stockholders. Except as otherwise
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provided in Sections 2.5 and 2.7 hereof, whenever under the provisions of any
statute, the Certificate of Incorporation or these By-laws, stockholders are
required or permitted to take any action at a meeting, written notice shall be
given stating the place, date and hour of the meeting and, in the case of a
special meeting, the purpose or purposes for which the meeting is called.
Unless otherwise provided by any statute, the Certificate of Incorporation or
these By-laws, a copy of the notice of any meeting shall be given, personally
or by mail, not less than 30 nor more than 60 days before the date of the
meeting, to each stockholder entitled to notice of or to vote at such meeting.
If mailed, such notice shall be deemed to be given when deposited in the United
States mail, with postage prepaid, directed to the stockholder at his or her
address as it appears on the records of the Corporation. An affidavit of the
Secretary or an Assistant Secretary or of the transfer agent of the Corporation
that the notice required by this Section 2.6 has been given shall, in the
absence of fraud, be prima facie evidence of the facts stated therein. When a
meeting is adjourned to another time or place, notice need not be given of the
adjourned meeting if the time and place thereof are announced at the meeting at
which the adjournment is taken, and at the adjourned meeting any business may
be transacted that might have been transacted at the meeting as originally
called. If, however, the adjournment is for more than 30 days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
2.7 Waivers of Notice. Whenever the giving of any notice is
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required by statute, the Certificate of Incorporation or these By-laws, a
waiver thereof, in writing, signed by the stockholder or stockholders entitled
to said notice, whether before or after the event as to which such notice is
required, shall be deemed equivalent to notice. Attendance by a stockholder at
a
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meeting shall constitute a waiver of notice of such meeting except when the
stockholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business on the ground that
the meeting has not been lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
stockholders need be specified in any written waiver of notice unless so
required by statute, the Certificate of Incorporation or these By-laws.
2.8 List of Stockholders. The Secretary shall prepare and make, or
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cause to be prepared and made, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder or
the stockholder's agent or attorney, at the stockholder's expense, for any
purpose germane to the meeting, during ordinary business hours, for a period of
at least ten days prior to the meeting, either at a place within the city where
the meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present. The Corporation shall maintain the stockholder list in written form
or in another form capable of conversion into written form within a reasonable
time. The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list of stockholders or
the books of the Corporation, or to vote in person or by proxy at any meeting
of stockholders.
2.9 Quorum of Stockholders; Adjournment. Except as otherwise
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provided by any statute, the Certificate of Incorporation or these By-laws, the
holders of one-third of all outstanding shares of stock entitled to vote at any
meeting of stockholders, present in person or represented by proxy, shall
constitute a quorum for the transaction of any business at such meeting;
provided, however, that when, under applicable rules of the New York
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Stock Exchange, Inc., stockholder approval of a proposal or transaction (an
"item of business") is a prerequisite to the listing of any additional or new
securities of the Corporation proposed to be listed, the holders of shares of
stock entitled to cast a majority of the votes entitled to be cast at any
meeting of stockholders, present in person or represented by proxy, shall be
necessary to constitute a quorum for the transaction of the item of business
for which such approval is required. When a quorum is once present to organize
a meeting of stockholders, it is not broken by the subsequent withdrawal of any
stockholders. The holders of a majority of the shares of stock present in
person or represented by proxy at any meeting of stockholders, including an
adjourned meeting, whether or not a quorum is present, may adjourn such meeting
to another time and place. Shares of its own stock held by the Corporation or
by another corporation, if a majority of the shares entitled to vote in the
election of directors of such other corporation is held, directly or
indirectly, by the Corporation, shall neither be entitled to vote nor be
counted for quorum purposes; provided, however, that the foregoing
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shall not limit the right of the Corporation to vote stock, including but not
limited to its own stock, held by it in a fiduciary capacity.
2.10 Voting; Proxies. Unless otherwise provided in the Certificate
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of Incorporation,
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every stockholder of record shall be entitled at every meeting of stockholders
to one vote for each share of capital stock standing in his or her name on the
record of stockholders determined in accordance with Section 2.5 hereof. If
the Certificate of Incorporation provides for more or less than one vote for
any share on any matter, each reference in the By-laws or the General
Corporation Law to a majority or other proportion of stock shall refer to such
majority or other proportion of the votes of such stock. The provisions of
Section 212 and 217 of the General Corporation Law shall apply in determining
whether any shares of capital stock may be voted and the persons, if any,
entitled to vote such shares; but the Corporation shall be protected in
assuming that the persons in whose names shares of capital stock stand on the
stock ledger of the Corporation are entitled to vote such shares. Holders of
redeemable shares of stock are not entitled to vote after the notice of
redemption is mailed to such holders and a sum sufficient to redeem the stock
has been deposited with a bank, trust company or other financial institution
under an irrevocable obligation to pay the holders the redemption price on
surrender of the shares of stock. At any meeting of stockholders (at which a
quorum was present to organize the meeting), all matters, except as otherwise
provided by statute or by the Certificate of Incorporation or by these By-laws,
shall be decided by a majority of the votes cast at such meeting by the holders
of shares present in person or represented by proxy and entitled to vote
thereon, whether or not a quorum is present when the vote is taken. All
elections of Directors shall be by written ballot unless otherwise provided in
the Certificate of Incorporation. In voting on any other question on which a
vote by ballot is required by law or is demanded by any stockholder entitled to
vote, the voting shall be by ballot. Each ballot shall be signed by the
stockholder voting or the stockholder's proxy and shall state the number of
shares voted. On all other questions, the voting may be viva voce.
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Each stockholder entitled to vote at a meeting of stockholders may authorize
another person or persons to act for such stockholder by proxy. The validity
and enforceability of any proxy shall be determined in accordance with section
212 of the General Corporation Law. A stockholder may revoke any proxy that is
not irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy or by delivering a proxy in accordance
with applicable law bearing a later date to the Secretary.
2.11 Voting Procedures and Inspectors of Election at Meetings of
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Stockholders. The Board, in advance of any meeting of stockholders, may
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appoint one or more inspectors to act at the meeting or any adjournment thereof
and make a written report thereof. The Board may designate one or more persons
as alternate inspectors to replace any inspector who fails to act. If no
inspector or alternate is able to act at a meeting or if no inspectors are so
appointed, the person presiding at the meeting may, and on the request of any
stockholder entitled to vote thereat shall, appoint one or more inspectors to
act at the meeting. Each inspector, before entering upon the discharge of his
or her duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his or her
ability. The inspectors shall (a) ascertain the number of shares outstanding
and the voting power of each, (b) determine the shares represented at the
meeting, the existence of a quorum and the validity of proxies and ballots, (c)
count all votes and ballots, (d) determine and retain for a reasonable period a
record of the disposition of any challenges made to any determination by the
inspectors, and (e) certify their determination of the number of shares
represented at the meeting and their count of all votes and ballots. The
inspectors may appoint or retain other persons or entities to assist the
inspectors in
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the performance of their duties. Unless otherwise provided by the Board, the
date and time of the opening and the closing of the polls for each matter upon
which the stockholders will vote at a meeting shall be determined by the person
presiding at the meeting and shall be announced at the meeting. No ballot,
proxies or votes, or any revocation thereof or change thereto, shall be accepted
by the inspectors after the closing of the polls unless the Court of Chancery of
the State of Delaware upon application by a stockholder shall determine
otherwise.
2.12 Organization. At each meeting of stockholders, the Chairman,
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or in the absence of the Chairman, the Vice Chairman, or in the absence of the
Vice Chairman, the President, or in the absence of the President, a Vice
President, and in case more than one Vice President shall be present, that Vice
President designated by the Board (or in the absence of any such designation,
the most senior Vice President, based on age), shall act as chairman of the
meeting. The Secretary, or in his or her absence one of the Assistant
Secretaries, shall act as secretary of the meeting. In case none of the
officers above designated to act as chairman or secretary of the meeting,
respectively, shall be present, a chairman or a secretary of the meeting, as
the case may be, shall be chosen by a majority of the votes cast at such
meeting by the holders of shares of capital stock present in person or
represented by proxy and entitled to vote at the meeting.
2.13 Order of Business. The order of business at all meetings of
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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 of the votes cast at such meeting by the holders
of shares of capital stock present in person or represented by proxy and
entitled to vote at the meeting.
2.14 Advance Notice of Stockholder Proposals and Stockholder
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Nominations.
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(A) At any annual meeting of the stockholders, only such business shall
be conducted as shall have been brought before the meeting (i) pursuant to the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board, (ii) otherwise by or at the direction of the Board or (iii) by any
stockholder of the Corporation who shall be entitled to vote at such meeting
and who complies with the notice procedures set forth in this Section 2.14 (A).
For business to be properly brought before any annual meeting of the
stockholders by a stockholder, the stockholder must have given notice thereof
in writing to the Secretary not less than 60 nor more than 90 days in advance
of the anniversary of the previous year's annual meeting; provided, however,
that in the event the date of the annual meeting is changed by more than 30
days from such anniversary date, notice by the stockholder to be timely must be
received no later than the close of business on the tenth day following the
earlier of the day on which notice of the meeting was mailed or the day of the
first public announcement of the date of the meeting. A stockholder's notice
to the Secretary shall set forth as to each matter the stockholder proposes to
bring before the meeting (1) a brief description of the business desired to be
brought before the meeting and the reasons for conducting such business at the
meeting, (2) the name and address, as they appear on the Corporation's books,
of the stockholder proposing such business, (3) the class and number of shares
of the Corporation that are beneficially owned by the stockholder, and (4) any
material interest of the stockholder in such business. The stockholder making
such proposal shall promptly
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provide any other information reasonably requested by the Corporation.
Notwithstanding anything in these By-laws to the contrary, no business shall be
conducted at any annual meeting of the stockholders except in accordance with
the procedures set forth in this Section 2.14. The chairman of any such
meeting shall direct that any business not properly brought before the meeting
shall not be considered. Notwithstanding the foregoing provisions of this
Section 2.14(A), a stockholder shall also comply with all applicable
requirements of the Securities Exchange Act of 1934, as amended, and the rules
and regulations thereunder, with respect of the matters set forth in this
Section 2.14.
(B) Nominations for the election of Directors may be made by the Board
or by any stockholder entitled to vote in the election of Directors;
provided, however, that a stockholder may nominate a person for
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election as a Director at a meeting only if written notice of such
stockholder's intent to make such nomination has been given to the Secretary
(i) in the case of an annual meeting, not later than 60 nor more than 90 days
in advance of the anniversary of the previous year's annual meeting; provided,
however, that in the event the date of the annual meeting is changed by more
than 30 days from such anniversary date, notice by the stockholder to be timely
must be received no later than the close of business on the tenth day following
the earlier of the day on which notice of the meeting was mailed or the day of
the first public announcement of the date of the meeting and (ii) in the case
of a special meeting at which Directors are to be elected, not later than the
tenth day following the earlier of the day on which notice of the meeting was
mailed or the day of the first public announcement of the date of the meeting.
Each such notice shall set 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 is a holder of record of
stock of the Corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting and nominate the person or persons
specified in the notice; (iii) a description of all arrangements or
understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (iv) such other information
regarding each nominee proposed by such stockholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had the nominee been nominated, or intended
to be nominated, by the Board; and (v) the consent of each nominee to serve as
a Director of the Corporation if so elected. In addition, the stockholder
making such nomination shall promptly provide any other information reasonably
requested by the Corporation. 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 2.14(B).
The chairman of any meeting of stockholders shall direct that any nomination
not made in accordance with these procedures be disregarded. Notwithstanding
the foregoing provisions of this Section 2.14(B), a stockholder shall also
comply with all applicable requirements of the Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder, with respect of the
matters set forth in this Section 2.14.
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ARTICLE 3
Directors
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3.1 General Powers. Except as otherwise provided in the
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Certificate of Incorporation, the business and affairs of the Corporation shall
be managed by or under the direction of the Board. The Board may adopt such
rules and regulations, not inconsistent with the Certificate of Incorporation
or these By-laws or applicable laws, as it may deem proper for the conduct of
its meetings and the management of the Corporation. In addition to the powers
expressly conferred by these By-laws, the Board may exercise all powers and
perform all acts that are not required, by these By-laws or the Certificate of
Incorporation or by statute, to be exercised and performed by the stockholders.
3.2 Number; Qualification; Term of Office. The Board shall consist
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of one or more members. The number of Directors shall be fixed initially by
the incorporator and may thereafter be changed from time to time by action of
the stockholders or by action of the Board. Directors need not be
stockholders. Each Director shall hold office until a successor is elected and
qualified or until the Director's death, resignation or removal.
Notwithstanding the foregoing, no person may be elected or re-elected a
Director of the Corporation if at the time of his or her election or
re-election, he or she shall have obtained the age of 67 years; provided,
however, that the Board by resolution may waive such age limitation in any year
and from year to year with respect to any Director or Directors. (Effective
5/11/95)
3.3 Classification. The Directors, other than those who may be
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elected by the holders of any class or series of stock having a preference over
the Common Stock as to dividends or upon liquidation, shall be classified, with
respect to the time for which they severally hold office, into three classes,
as nearly equal in number as possible, as determined by the Board of Directors,
one class to be originally elected for a term expiring at the annual meeting of
stockholders to be held in 1993, another class to be originally elected for a
term expiring at the annual meeting of stockholders to be held in 1994, and
another class to be originally elected for a term expiring at the annual
meeting of stockholders to be held in 1995, with the directors of each class to
hold office until their successors are elected and qualified. At each annual
meeting of the stockholders, the successors of the class of Directors whose
term expires at that meeting shall be elected to hold office for a term
expiring at the annual meeting of stockholders held in the third year following
the year of their election. No decrease in the number of Directors
constituting the Board of Directors or change in the restrictions and
qualifications for Directors shall shorten the term of any incumbent Director.
3.4 Election. Directors shall, except as otherwise required by
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statute or by the Certificate of Incorporation, be elected by a plurality of
the votes case at a meeting of stockholders by the holders of shares entitled
to vote in the election.
3.5 Newly Created Directorships and Vacancies. Unless otherwise
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provided in the Certificate of Incorporation, newly created Directorships
resulting from an increase in the number
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of Directors and vacancies occurring on the Board resulting from death,
resignation, retirement, disqualification, removal or other cause shall be
filled only by the affirmative votes of a majority of the remaining Directors
then in office, although less than a quorum, or by a sole remaining Director.
A Director elected to fill a vacancy shall hold office for the remainder of the
full term of the class of Directors in which the new Directorship was created
or the vacancy occurred and until such Director's successor shall have been
elected and qualified.
3.6 Resignation. Any Director may resign at any time by written
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notice to the Corporation. Such resignation shall take effect at the time
therein specified, and, unless otherwise specified in such resignation, the
acceptance of such resignation shall not be necessary to make it effective.
3.7 Removal. Any and all of the Directors may be removed only for
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cause by vote of the holders of 66-2/3% of the shares entitled to vote at an
election of Directors.
3.8 Compensation. Each Director, in consideration of his or her
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service as such, shall be entitled to receive from the Corporation such amount
per annum or such fees for attendance at Directors' meetings, or both, as the
Board may from time to time determine, together with reimbursement for the
reasonable out-of-pocket expenses, if any, incurred by such Director in
connection with the performance of his or her duties. Each Director who shall
serve as a member of any committee of Directors in consideration of serving as
such shall be entitled to such additional amount per annum or such fees for
attendance at committee meetings, or both, as the Board may from time to time
determine, together with reimbursement for the reasonable out-of-pocket
expenses, if any, incurred by such Director in the performance of his or her
duties. Nothing contained in this Section 3.8 shall preclude any Director from
serving the Corporation or its subsidiaries in any other capacity and receiving
proper compensation therefor.
3.9 Times and Places of Meetings. The Board may hold meetings,
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both regular and special, either within or without the State of Delaware. The
times and places for holding meetings of the Board may be fixed from time to
time by resolution of the Board or (unless contrary to a resolution of the
Board) in the notice of the meeting.
3.10 Annual Meetings. On the day when and at the place where the
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annual meeting of stockholders for the election of Directors is held, and as
soon as practicable thereafter, the Board may hold its annual meeting, without
notice of such meeting, for the purposes of organization, the election of
officers and the transaction of other business. The annual meeting of the
Board may be held at any other time and place specified in a notice given as
provided in Section 3.12 hereof for special meetings of the Board or in a
waiver of notice thereof.
3.11 Regular Meetings. Regular meetings of the Board may be held
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without notice at such times and at such places as shall from time to time be
determined by the Board.
3.12 Special Meetings. Special meetings of the Board may be called
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by the Chairman, the Vice Chairman, the President or the Secretary or by any
two or more Directors then serving on
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at least one day's notice to each Director given by one of the means specified
in Section 3.15 hereof other than by mail, or on at least three days' notice if
given by mail. Special meetings shall be called by the Chairman, the Vice
Chairman, the President or the Secretary in like manner and on like notice on
the written request of any two or more of the Directors then serving.
3.13 Telephone Meetings. Directors or members of any committee
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designated by the Board may participate in a meeting of the Board or of such
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 3.13 shall constitute
presence in person at such meeting.
3.14 Adjourned Meetings. A majority of the Directors present at any
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meeting of the Board, including an adjourned meeting, whether or not a quorum
is present, may adjourn such meeting to another time and place. At least one
day's notice of any adjourned meeting of the Board shall be given to each
Director whether or not present at the time of the adjournment, if such notice
shall be given by one of the means specified in Section 3.15 hereof other than
by mail, or at least three days' notice if by mail. Any business may be
transacted at an adjourned meeting that might have been transacted at the
meeting as originally called.
3.15 Notice Procedure. Subject to Sections 3.12 and 3.18 hereof,
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whenever, under the provisions of any statute, the Certificate of Incorporation
or these By-laws, notice is required to be given to any Director, such notice
shall be deemed given effectively if given in person or by telephone, by mail
addressed to such Director at such Director's address as it appears on the
records of the Corporation, with postage thereon prepaid, or by telegram,
telex, telecopy or similar means addressed as aforesaid.
3.16 Waiver of Notice. Whenever the giving of any notice is
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required by statute, the Certificate of Incorporation or these By-laws, a
waiver thereof, in writing, signed by the person or persons entitled to said
notice, whether before or after the event as to which such notice is required,
shall be deemed equivalent to notice. Attendance by a person at a meeting
shall constitute a waiver of notice of such meeting except when the person
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business on the ground that the meeting has
not been lawfully called or convened. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the Directors or a
committee of Directors need be specified in any written waiver of notice unless
so required by statute, the Certificate of Incorporation or these By-laws.
3.17 Organization. At each meeting of the Board, the Chairman, or
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in the absence of the Chairman, the Vice Chairman, or in the absence of the
Vice Chairman, the President, or in the absence of the President a chairman
chosen by a majority of the Directors present, shall preside. The Secretary
shall act as secretary at each meeting of the Board. In case the Secretary
shall be absent from any meeting of the Board, an Assistant Secretary shall
perform the duties of secretary at such meeting; and in the absence from any
such meeting of the Secretary and all Assistant Secretaries, the person
presiding at the meeting may appoint any person to act as secretary of the
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meeting.
3.18 Quorum of Directors. The presence in person of a majority of
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the entire Board shall be necessary and sufficient to constitute a quorum for
the transaction of business at any meeting of the Board, but a majority of a
smaller number may adjourn any such meeting to a later date.
3.19 Action by Majority Vote. Except as otherwise expressly
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required by statute, the Certificate of Incorporation or these By-laws, the act
of a majority of the Directors present at the meeting at which a quorum is
present shall be the act of the Board.
3.20 Action Without Meeting. Unless otherwise restricted by the
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Certificate of Incorporation or these By-laws, any action required or permitted
to be taken at any meeting of the Board or of any committee thereof may be
taken without a meeting if all Directors or members of such committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board or committee.
3.21 Chairman. The Board, may from time to time, elect from among
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its members a Chairman who shall preside at all meetings of the Board or the
stockholders at which the Chairman is present. The Chairman shall have only
such other duties and authority as may be expressly set forth in a resolution
adopted by the Board. The Chairman may provide to the President and Chief
Exeuctive Officer such advice and consultation concerning the affairs and
business of the Corporation as the Chairman shall deem appropriate and the
President and Chief Executive Officer shall take such advice and consultation
into account in such manner as he or she shall deem advisable under the
circumstances. The Chairman shall not be an officer of the Corporation solely
by virtue of service as Chairman. The Chairman may be an officer of the
Corporation if duly appointed as an officer by a resolution of the Board.
ARTICLE 4
COMMITTEES OF THE BOARD
-----------------------
The Board may, by resolution passed by a vote of the Entire Board,
designate one or more committees, each committee to consist of one or more of
the Directors of the Corporation. The Board may designate one or more
Directors as alternate members of any committee to replace absent or
disqualified members at any meeting of such committee. If a member of a
committee shall be absent from any meeting, or disqualified from voting
thereat, the remaining member or members present and not disqualified from
voting, whether or not such member or members constitute a quorum, may, by a
unanimous vote, appoint another member of the Board to act at the meeting in
the place of any such absent or disqualified member. Any such committee, to
the extent provided in a resolution of the Board passed as aforesaid, shall
have and may exercise all the powers and authority of the Board in the
management of the business and affairs of the
12
Corporation, and may authorize the seal of the Corporation to be impressed on
all papers that may require it, but no such committee shall have the power or
authority of the Board in reference to amending the Certificate of
Incorporation, adopting an agreement of merger or consolidation under Section
251 or 252 of the General Corporation Law, selling, leasing or exchanging all
or substantially all of the Corporation's property and assets, dissolving or
revoking the dissolution of the Corporation or amending the By-laws of the
Corporation; and, unless the resolution designating it expressly so provides,
no such committee shall have the power and authority to declare a dividend, to
authorize the issuance of stock or to adopt a certificate of ownership and
merger pursuant to Section 253 of the General Corporation Law. Such committee
or committees shall have such name or names as may be determined from time to
time by resolution adopted by the Board. Unless otherwise specified in the
resolution of the Board designating a committee, at all meetings of such
committee a majority of the total number of members of the committee shall
constitute a quorum for the transaction of business, and the vote of a majority
of the members of the committee present at any meeting at which there is a
quorum shall be the act of the committee. Each committee shall keep regular
minutes of its meetings. Unless the Board otherwise provides, each committee
designated by the Board may make, alter and repeal rules for the conduct of its
business. In the absence of such rules each committee shall conduct its
business in the same manner as the Board conducts its business pursuant to
Article 3 of these By-laws.
ARTICLE 5
OFFICERS
--------
5.1 Positions. The officers of the Corporation shall be a
---------
Chairman, a Vice Chairman, a President, a Secretary, a Treasurer and such other
officers as the Board may appoint, including one or more Vice Presidents and
one or more Assistant Secretaries and Assistant Treasurers, who shall exercise
such powers and perform such duties as shall be determined from time to time by
the Board. The Board may designate one or more Vice Presidents as Executive
Vice Presidents and may use descriptive words or phrases to designate the
standing, seniority or areas of special competence of the Vice Presidents
elected or appointed by it. Any umber of offices may be held by the same
person unless the Certificate of Incorporation or these By-laws otherwise
provide.
5.2 Appointment. The officers of the Corporation shall be chosen
-----------
by the Board annually or at such other time or times as the Board shall
determine.
5.3 Compensation. The compensation of all officers of the
------------
Corporation shall be fixed by the Board. No officer shall be prevented from
receiving a salary or other compensation by reason of the fact that the officer
is also a Director.
5.4 Term of Office. Each officer of the Corporation shall hold
--------------
office until such officer's successor is chosen and qualifies or until such
officer's earlier death, resignation or removal. Any officer may resign at any
time upon written notice to the Corporation. Such
13
resignation shall take effect at the date of receipt of such notice or at such
later time as is therein specified, and, unless otherwise specified, the
acceptance of such resignation shall not be necessary to make it effective.
The resignation of an officer shall be without prejudice to the contract rights
of the Corporation, if any. Any officer elected or appointed by the Board may
be removed at any time, with or without cause, by vote of a majority of the
entire Board. Any vacancy occurring in any office of the Corporation shall be
filled by the Board. The removal of an officer without cause shall be without
prejudice to the officer's contract rights, if any. The election or
appointment of an officer shall not of itself create contract rights.
5.5 Fidelity Bonds. The Corporation may secure the fidelity of any
--------------
or all of its officers or agents by bond or otherwise.
5.6 Intentionally Omitted. (Effective 2/18/97)
---------------------
5.7 Intentionally Omitted. (Effective 2/18/97)
---------------------
5.8 President and Chief Executive Officer. The President and Chief
-------------------------------------
Executive Officer shall be the principal executive officer of the Corporation,
and subject solely to the control of the board and any authorized committee
thereof acting by resolution duly adopted, shall in general supervise and
control all of the business and affairs of the Corporation. The President and
Chief Executive Officer may sign and execute in the name of the Corporation,
deeds, mortgages, bonds, contracts and other instruments except in cases in
which the signing and execution thereof shall be expressly delegated by the
Board or by these By-laws to some other officer or agent of the Corporation or
shall be required by statute otherwise to be signed or executed and, in
general, the President and Chief Executive Officer shall perform all duties
incident to the office of President and Chief Executive Officer of a
corporation and such other duties as may from time to time be assigned to the
President and Chief Executive Officer by the Board. (Effective 2/18/97)
5.9 Vice Presidents. At the request of the President, or, in the
---------------
President's absence, at the request of the Board, the Vice Presidents shall (in
such order as may be designated by the Board or, in the absence of any such
designation, in order of seniority based on age) perform all of the duties of
the President and, in so performing, shall have all the powers of, and be
subject to all restrictions upon, the President. Any Vice President may sign
and execute in the name of the Corporation deeds, mortgages, bonds, contracts
or other instruments, except in cases in which the signing and execution
thereof shall be expressly delegated by the Board or by these By-laws to some
other officer or agent of the Corporation, or shall be required by statute
otherwise to be signed or executed, and each Vice President shall perform such
other duties as from time to time may be assigned to such Vice President by the
Board or by the President.
5.10 Secretary. The Secretary shall attend all meetings of the
---------
Board and of the stockholders and shall record all the proceedings of the
meetings of the Board and of the stockholders in a book to be kept for that
purpose, and shall perform like duties for committees of the Board, when
required. The Secretary shall give, or cause to be given, notice of all
special meetings of the Board and of the stockholders and shall perform such
other duties as may be
14
prescribed by the Board or by the President, under whose supervision the
Secretary shall be. The Secretary shall have custody of the corporate seal of
the Corporation, and the Secretary, or an Assistant Secretary, shall have
authority to impress the same on any instrument requiring it, and when so
impressed the seal may be attested by the signature of the Secretary or by the
signature of such Assistant Secretary. The Board may give general authority to
any other officer to impress the seal of the Corporation and to attest the same
by such officer's signature. The Secretary or an Assistant Secretary may also
attest all instruments signed by the President or any Vice President. The
Secretary shall have charge of all the books, records and papers of the
Corporation relating to its organization and management, shall see that the
reports, statements and other documents required by statute are properly kept
and filed and, in general, shall perform all duties incident to the office of
Secretary of a corporation and such other duties as may from time to time be
assigned to the Secretary by the Board or by the President.
5.11 Treasurer. The Treasurer shall have charge and custody of, and
---------
be responsible for, all funds, securities and notes of the Corporation; receive
and give receipts for moneys due and payable to the Corporation from any
sources whatsoever; deposit all such moneys and valuable effects in the name
and to the credit of the Corporation in such depositaries as may be designated
by the Board; against proper vouchers, cause such funds to be disbursed by
checks or drafts on the authorized depositaries of the Corporation signed in
such manner as shall be determined by the Board and be responsible for the
accuracy of the amounts of all moneys so disbursed; regularly enter or cause to
be entered in books or other records maintained for the purpose full and
adequate account of all moneys received or paid for the account of the
Corporation; have the right to require from time to time reports or statements
giving such information as the Treasurer may desire with respect to any and all
financial transactions of the Corporation from the officers or agents
transacting the same; render to the President or the Board, whenever the
President or the Board shall require the Treasurer so to do, an account of the
financial condition of the Corporation and of all financial transactions of the
Corporation; exhibit at all reasonable times the records and books of account
to any of the Directors upon application at the office of the Corporation where
such records and books are kept; disburse the funds of the Corporation as
ordered by the Board; and, in general, perform all duties incident to the
office of Treasurer of a corporation and such other duties as may from time to
time be assigned to the Treasurer by the Board or the President.
5.12 Assistant Secretaries and Assistant Treasurers. Assistant
----------------------------------------------
Secretaries and Assistant Treasurers shall perform such duties as shall be
assigned to them by the Secretary or by the Treasurer, respectively, or by the
Board or by the President.
ARTICLE 6
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
----------------------------------------------
6.1 Execution of Contracts. The Board, except as otherwise
----------------------
provided in these By-laws, may prospectively or retroactively authorize any
officer or officers, employee or employees or
15
agent or agents, in the name and on behalf of the Corporation, to enter into
any contract or execute and deliver any instrument, and any such authority may
be general or confined to specific instances, or otherwise limited.
6.2 Loans. The Board may prospectively or retroactively authorize
-----
the President or any other officer, employee or agent of the Corporation to
effect loans and advances at any time for the Corporation from any bank, trust
company or other institution, or from any firm, corporation or individual, and
for such loans and advances the person so authorized may make, execute and
deliver promissory notes, bonds or other certificates or evidences of
indebtedness of the Corporation, and, when authorized by the Board so to do,
may pledge and hypothecate or transfer any security for any such loans or
advances. Such authority conferred by the Board may be general or confined to
specific instances, or otherwise limited.
6.3 Checks, Drafts, Etc. All checks, drafts and other orders for
--------------------
the payment of money out of the funds of the Corporation and all evidences of
indebtedness of the Corporation shall be signed on behalf of the Corporation in
such manner as shall from time to time be determined by resolution of the
Board.
6.4 Deposits. The funds of the Corporation not otherwise employed
--------
shall be deposited from time to time to the order of the Corporation with such
banks, trust companies, investment banking firms, financial institutions or
other depositaries as the Board may select or as may be selected by an officer,
employee or agent of the Corporation to whom such power to select may from time
to time be delegated by the Board.
ARTICLE 7
STOCKS AND DIVIDENDS
--------------------
7.1 Certificates Representing Shares. The shares of capital stock
--------------------------------
of the Corporation shall be represented by certificates in such form
(consistent with the provisions of Section 158 of the General Corporation Law)
as shall be approved by the Board. Such certificates shall be signed by the
Chairman, the Vice Chairman, the President or a Vice President and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer,
and may be impressed with the seal of the Corporation or a facsimile thereof.
The signatures of the officers upon a certificate may be facsimiles, if the
certificate is countersigned by a transfer agent or registrar other than the
Corporation itself or its employee. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon any
certificate shall have ceased to be such officer transfer agent or registrar
before such certificate is issued, such certificate may, unless otherwise
ordered by the Board, be issued by the Corporation with the same effect as if
such person were such officer, transfer agent or registrar at the date of
issue.
7.2 Transfer of Shares. Transfers of shares of capital stock of
------------------
the Corporation shall be
16
made only on the books of the Corporation by the holder thereof or by the
holder's duly authorized attorney appointed by a power of attorney duly
executed and filed with the Secretary or a transfer agent of the Corporation,
and on surrender of the certificate or certificates representing such shares of
capital stock properly endorsed for transfer and upon payment of all necessary
transfer taxes. Every certificate exchanged, returned or surrendered to the
Corporation shall be marked "Cancelled," with the date of cancellation, by the
Secretary or an Assistant Secretary or the transfer agent of the Corporation.
A person in whose name shares of capital stock shall stand on the books of the
Corporation shall be deemed the owner thereof to receive dividends, to vote as
such owner and for all other purposes as respects the Corporation. No transfer
of shares of capital stock shall be valid as against the Corporation, its
stockholders and creditors for any purpose, except to render the transferee
liable for the debts of the Corporation to the extent provided by law, until
such transfer shall have been entered on the books of the Corporation by an
entry showing from and to whom transferred.
7.3 Transfer and Registry Agents. The Corporation may from time to
----------------------------
time maintain one or more transfer offices or agents and registry offices or
agents at such place or places as may be determined from time to time by the
Board.
7.4 Lost, Destroyed, Stolen and Mutilated Certificates. The holder
--------------------------------------------------
of any shares of capital stock of the Corporation shall immediately notify the
Corporation of any loss, destruction, theft or mutilation of the certificate
representing such shares, and the Corporation may issue a new certificate to
replace the certificate alleged to have been lost, destroyed, stolen or
mutilated. The Board may, in its discretion, as a condition to the issue of
any such new certificate, require the owner of the lost, destroyed, stolen or
mutilated certificate, or his or her legal representatives, to make proof
satisfactory to the Board of such loss, destruction, theft or mutilation and to
advertise such fact in such manner as the Board may require, and to give the
Corporation and its transfer agents and registrars, or such of them as the
Board may require, a bond in such form, in such sums and with such surety or
sureties as the Board may direct, to indemnify the Corporation and its transfer
agents and registrars against any claim that may be made against any of them on
account of the continued existence of any such certificate so alleged to have
been lost, destroyed, stolen or mutilated and against any expense in connection
with such claim.
7.5 Rules and Regulations. The Board may make such rules and
---------------------
regulations as it may deem expedient, not inconsistent with these By-laws or
with the Certificate of Incorporation, concerning the issuance, transfer and
registration of certificates representing shares of its capital stock.
7.6 Restriction on Transfer of Stock. A written restriction on the
--------------------------------
transfer or registration of transfer of capital stock of the Corporation, if
permitted by Section 202 of the General Corporation Law and noted conspicuously
on the certificate representing such capital stock, may be enforced against the
holder of the restricted capital stock or any successor or transferee of the
holder, including an executor, administrator, trustee, guardian or other
fiduciary entrusted with like responsibility for the person or estate of the
holder. Unless noted conspicuously on the certificate representing such
capital stock, a restriction, even though
17
permitted by Section 202 of the General Corporation Law, shall be ineffective
except against a person with actual knowledge of the restriction. A restriction
on the transfer or registration of transfer of capital stock of the Corporation
may be imposed either by the Certificate of Incorporation or by an agreement
among any number of stockholders or among such stockholders and the Corporation.
No restriction so imposed shall be binding with respect to capital stock issued
prior to the adoption of the restriction unless the holders of such capital
stock are parties to an agreement or voted in favor of the restriction.
7.7 Dividends, Surplus, Etc. Subject to the provisions of the
------------------------
Certificate of Incorporation and of laws, the Board:
7.7.1 may declare and pay dividends or make other distributions
on the outstanding shares of capital stock in such amounts and at such
time or time as it, in its discretion, shall deem advisable giving due
consideration to the condition of the affairs of the Corporation;
7.7.2 may use and apply, in its discretion, any of the surplus of
the Corporation in purchasing or acquiring any shares of capital stock of
the Corporation, or purchase warrants therefor, in accordance with law,
or any of its bonds, debentures, notes, scrip or other securities or
evidences of indebtedness; and
7.7.3 may set aside from time to time out of such surplus or net
profits such sum or sums as, in its discretion, it may think proper, as a
reserve fund to meet contingencies, or for equalizing dividends or for
the purpose of maintaining or increasing the property or business of the
Corporation, or for any purpose it may think conducive to the best
interests of the Corporation.
ARTICLE 8
INDEMNIFICATION
---------------
8.1 Indemnity Undertaking. To the extent not prohibited by law,
---------------------
the Corporation shall indemnify any person who is or was made, or threatened to
be made, a party to any threatened, pending or completed action, suit or
proceeding (a "Proceeding"), whether civil, criminal, administrative or
investigative, including, without limitation, an action by or in the right of
the Corporation to procure a judgment in its favor, by reason of the fact that
such person, or a person of whom such person is the legal representative, is or
was a Director or officer of the Corporation, or is or was serving in any
capacity at the request of the Corporation for any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
(an "Other Entity"), against judgments, fines, penalties, excise taxes, amounts
paid in settlement and costs, charges and expenses (including attorneys' fees
and disbursements). Persons who are not Directors or officers of the
Corporation may be similarly indemnified in respect of service to the
Corporation or to an
18
Other Entity at the request of the Corporation to the extent the Board at
any time specifies that such persons are entitled to the benefits of this
Section 8.
8.2 Advancement of Expenses. The Corporation shall, from time to
-----------------------
time, reimburse or advance to any Director or officer or other person entitled
to indemnification hereunder the funds necessary for payment of expenses,
including attorneys' fees and disbursements, incurred in connection with any
Proceeding, in advance of the final disposition of such Proceeding;
provided, however, that, if required by the General Corporation Law,
-------
such expenses incurred by or on behalf of any Director or officer or other
person may be paid in advance of the final disposition of a Proceeding only
upon receipt by the Corporation of an undertaking, by or on behalf of such
Director or officer (or other person indemnified hereunder), to repay any such
amount so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right of appeal that such Director,
officer or other person is not entitled to be indemnified for such expenses.
8.3 Rights Not Exclusive. The rights to indemnification and
--------------------
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Section 8 shall not be deemed exclusive of any other rights to which a
person seeking indemnification or reimbursement or advancement of expenses may
have or hereafter be entitled under any statute, the Certificate of
Incorporation, these By-laws, any agreement, any vote of stockholders or
disinterested Directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office.
8.4 Continuation of Benefits. The rights to indemnification and
------------------------
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Section 8 shall continue as to a person who has ceased to be a Director or
officer (or other person indemnified hereunder) and shall inure to the benefit
of the executors, administrators, legatees and distributees of such person.
8.5 Insurance. The Corporation 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 Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee or agent of any Other Entity,
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether
or not the Corporation would have the power to indemnify such person against
such liability under the provisions of this Section 8, the Certificate of
Incorporation or under Section 145 of the General Corporation Law or any other
provision of law.
8.6 Binding Effect. The provisions of this Section 8 shall be a
--------------
contract between the Corporation, on the one hand, and each Director and
officer who serves in such capacity at any time while this Section 8 is in
effect and any other person indemnified hereunder, on the other hand, pursuant
to which the Corporation and each such Director, officer or other person intend
to be legally bound. No repeal or modification of this Section 8 shall affect
any rights or obligations with respect to any state of facts then or
theretofore existing or thereafter arising or any proceeding theretofore or
thereafter brought or threatened based in whole or in part upon any such
19
state of facts.
8.7 Procedural Rights. The rights to indemnification and
-----------------
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Section 8 shall be enforceable by any person entitled to such
indemnification or reimbursement or advancement of expenses in any court of
competent jurisdiction. The burden of proving that such indemnification or
reimbursement or advancement of expenses is not appropriate shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, its independent legal counsel and its stockholders) to have made a
determination prior to the commencement of such action that such
indemnification or reimbursement or advancement of expenses is proper in the
circumstances nor an actual determination by the Corporation (including its
Board of Directors, its independent legal counsel and its stockholders) that
such person is not entitled to such indemnification or reimbursement or
advancement of expenses shall constitute a defense to the action or create a
presumption that such person is not so entitled. Such a person shall also be
indemnified for any expenses incurred in connection with successfully
establishing his or her right to such indemnification or reimbursement or
advancement of expenses, in whole or in part, in any such proceeding.
8.8 Service Deemed at Corporation's Request. Any Director or
---------------------------------------
officer of the Corporation serving in any capacity (a) another corporation of
which a majority of the shares entitled to vote in the election of its
directors is held, directly or indirectly, by the Corporation or (b) any
employee benefit plan of the Corporation or any corporation referred to in
clause (a) shall be deemed to be doing so at the request of the Corporation.
8.9 Election of Applicable Law. Any person entitled to be
--------------------------
indemnified or to reimbursement or advancement of expenses as a matter of right
pursuant to this Section 8 may elect to have the right to indemnification or
reimbursement or advancement of expenses interpreted on the basis of the
applicable law in effect at the time of the occurrence of the event or events
giving rise to the applicable Proceeding, to the extent permitted by law, or on
the basis of the applicable law in effect at the time such indemnification or
reimbursement or advancement of expenses is sought. Such election shall be
made, by a notice in writing to the Corporation, at the time indemnification or
reimbursement or advancement of expenses is sought; provided, however,
-------
that if no such notice is given, the right to indemnification or reimbursement
or advancement of expenses shall be determined by the law in effect at the time
indemnification or reimbursement or advancement of expenses is sought.
ARTICLE 9
BOOKS AND RECORDS
-----------------
9.1 Books and Records. There shall be kept at the principal office
-----------------
of the Corporation correct and complete records and books of account recording
the financial transactions of the Corporation and minutes of the proceedings of
the stockholders, the Board and any committee of
20
the Board. The Corporation shall keep at its principal office, or at the
office of the transfer agent or registrar of the Corporation, a record
containing the names and addresses of all stockholders, the number and class of
shares held by each and the dates when they respectively became the owners of
record thereof.
9.2 Form of Records. Any records maintained by the Corporation in
---------------
the regular course of its business, including its stock ledger, books of
account and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs, or any other information storage
device, provided that the records so kept can be converted into clearly legible
written form within a reasonable time. The Corporation shall so convert any
records so kept upon the request of any person entitled to inspect the same.
9.3 Inspection of Books and Records. Except as otherwise provided
-------------------------------
by law, the Board shall determine from time to time whether, and, if allowed,
when and under what conditions and regulations, the accounts, books, minutes
and other records of the Corporation, or any of them, shall be open to the
stockholders for inspection.
ARTICLE 10
SEAL
----
The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,
Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.
ARTICLE 11
FISCAL YEAR
-----------
The fiscal year of the Corporation shall be fixed, and may be changed, by
resolution of the Board.
ARTICLE 12
PROXIES AND CONSENTS
--------------------
Unless otherwise directed by the Board, the Chairman, the Vice Chairman,
the President, any Vice President, the Secretary or the Treasurer, or any one
of them, may execute and deliver on behalf of the Corporation proxies
respecting any and all shares or other ownership interests of any Other Entity
owned by the Corporation appointing such person or persons as the officer
executing the same shall deem proper to represent and vote the shares or other
ownership interests so owned
21
at any and all meetings of holders of shares or other ownership interests,
whether general or special, and/or to execute and deliver consents respecting
such shares or other ownership interests; or any of the aforesaid officers may
attend any meeting of the holders of shares or other ownership interests of
such Other Entity and thereat vote or exercise any or all other powers of the
Corporation as the holder of such shares or other ownership interests.
ARTICLE 13
EMERGENCY BY-LAWS
-----------------
Unless the Certificate of Incorporation provides otherwise, the following
provisions of this Article 13 shall be effective during any emergency, which is
defined as when a quorum of the Corporation's Directors cannot be readily
assembled because of some catastrophic event. During such emergency:
13.1 Notice to Board Members. Any one member of the Board or any
-----------------------
one of the following officers: Chairman, Vice Chairman, President, any Vice
President, Secretary or Treasurer, may call a meeting of the Board. Notice of
such meeting need be given only to those Directors whom it is practicable to
reach, and may be given in any practical manner, including by publication and
radio. Such notice shall be given at least six hours prior to commencement of
the meeting.
13.2 Temporary Directors and Quorum. One or more officers of the
------------------------------
Corporation present at the emergency Board meeting, as is necessary to achieve
a quorum, shall be considered to be Directors for the meeting, and shall so
serve in order of rank, and within the same rank, in order of seniority. In
the event that less than a quorum of the Directors are present (including any
officers who are to serve as Directors for the meeting), those Directors
present (including the officers serving as Directors) shall constitute a
quorum.
13.3 Actions Permitted To Be Taken. The Board as constituted in
-----------------------------
Section 13.2, and after notice as set forth in Section 13.1 may:
13.3.1 prescribe emergency powers to any officer of the
Corporation;
13.3.2 delegate to any officer or Director, any of the powers of
the Board;
13.3.3 designate lines of succession of officers and agents, in
the event that any of them are unable to discharge their duties;
13.3.4 relocate the principal place of business, or designate
successive or simultaneous principal places of business; and
13.3.5 take any other convenient, helpful or necessary action to
carry on the
22
business of the Corporation.
ARTICLE 14
AMENDMENTS
----------
These By-laws may be altered, amended, or repealed and new By-laws may be
adopted by a vote of the holders of shares entitled to vote in the election of
Directors or by a vote of two-thirds of the entire Board. Notwithstanding the
preceding sentence, none of the provisions of this Article 14 shall be altered,
amended or repealed by the Board. Any By-laws adopted, altered or amended by
the Board may be altered, amended or repealed by the stockholders entitled to
vote thereon only to the extent and in the manner provided in the Certificate
of Incorporation and these By-laws.
23