EXHIBIT 3.1
By-Laws
CHAMPION INTERNATIONAL CORPORATION
(As amended to and including February 18, 1999)
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Index To By-Laws
Article I. Meetings of Shareholders 1
Section 1. Annual Meetings
Section 2. Special Meetings
Section 3. Place of Meetings
Section 4. Notice of Meetings
Section 5. Quorum
Section 6. Voting
Section 7. List of Shareholders
Section 8. Inspectors of Election
Section 9. Notice of Shareholder Nominations of Directors and Shareholder-
Proposed Business at Annual Meetings
Article II. Board of Directors 4
Section 1. Number, Election and Term of Office
Section 2. Vacancies
Section 3. Duties and Powers; Committees
Section 4. Annual and Regular Meetings; Notices
Section 5. Special Meetings; Notice
Section 6. Chairman
Section 7. Quorum
Section 8. Manner of Acting
Section 9. Resignation
Section 10. Removal
Section 11. Compensation of Certain Directors
Section 12. Participation in Meeting by Telephone or Similar Equipment
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Article III. Officers
Section 1. Number, Qualification, Election and Term of Office 8
Section 2. Resignation
Section 3. Removal
Section 4. Vacancies
Section 5. Chief Executive Officer
Section 6. Chairman of the Board
Section 7. Vice Chairmen
Section 8. President
Section 9. Vice Presidents
Section 10. Secretary
Section 11. Treasurer
Section 12. Other Officers
Section 13. Salaries
Section 14. Sureties and Bonds
Article IV. Shares of Stocks 10
Section 1. Certificates Representing Shares
Section 2. Lost or Destroyed Certificates
Section 3. Holders of Record
Section 4. Regulations
Section 5. Fixing of Record Date
Article V. Dividends 11
Article VI. Right to Inspect Books 12
Article VII. Execution of Instruments 12
Section 1. Execution of Instruments
Section 2. Proxies
Article VIII. Fiscal Year 12
Article IX. Corporate Seal 12
Article X. Offices 13
Section 1. Office of the Corporation
Section 2. Other Offices
Article XI. Amendments 13
Article XII. Interpretation 13
By-Laws of Champion International Corporation
(As amended to and including February 18, 1999)
Article I. Meetings of Shareholders
Section 1. Annual Meetings:
The annual meeting of the shareholders of the Corporation for the election of
directors and for the transaction of such other business as may come before the
meeting shall be held on the third Thursday in May of each year, if not a legal
holiday, or, if a legal holiday, then on the next succeeding day not a legal
holiday or in all events on such other day, not a legal holiday, as may be fixed
by the Board of Directors.
Section 2. Special Meetings:
Special meetings of the shareholders or of the holders of a particular class or
series of stock may be called at any time by the Chairman of the Board or a Vice
Chairman or the President, and shall be called by the Chairman of the Board or a
Vice Chairman or the President or the Secretary at the written request of a
majority of the Board of Directors.
Section 3. Place of Meetings:
All meetings of shareholders shall be held at the principal office of the
Corporation in the City of Stamford, State of Connecticut, or at such other
places as the Board of Directors may select, or as shall be specified in the
respective notices or waivers of notices of such meetings.
Section 4. Notice of Meetings:
(a) Written notice of each meeting of shareholders, whether annual or special,
stating the purpose for which the meeting is called and the place, date and hour
of the meeting shall be served either personally or by mail, not less than ten
nor more than fifty days before the meeting, upon each shareholder of record
entitled to vote at such meeting. If mailed, such notice shall be directed to
each such shareholder at his address as it appears on the stock books of the
Corporation, unless he shall have previously filed with the Secretary of the
Corporation a written request that notices intended for him be mailed to some
other address.
(b) Notice of any meeting need not be given to any shareholder who submits a
signed waiver of notice, in person or by proxy, before or after the meeting, or
who attends a meeting in person or by proxy, without protesting prior to the
conclusion of the meeting the lack of notice thereof.
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Section 5. Quorum:
(a) At all meetings of shareholders of the Corporation there shall be necessary
and sufficient to constitute a quorum for the transaction of any business the
presence in person or by proxy of shareholders holding of record shares having
in the aggregate a majority of the total number of votes of all shares of the
Corporation then issued and outstanding and entitled to vote on such business at
such meeting.
(b) In the absence of a quorum at any annual or special meeting of shareholders,
the shareholders present in person or by proxy and entitled to vote thereat or,
if no shareholders entitled to vote are present in person or by proxy, any
officer authorized to preside at or to act as secretary of such meeting, may
adjourn the meeting to a time and place determined by majority vote of the
shareholders present in person or by proxy, or by such officer, as the case may
be. At any such adjourned meeting at which a quorum is present any business may
be transacted which might have been transacted at the meeting as originally
called if a quorum had been present.
Section 6. Voting:
(a) Whenever any corporate action, other than the election of directors, is to
be taken by vote of the shareholders, it shall be authorized by the majority of
the votes cast at a meeting of shareholders by the holders of shares entitled to
vote thereon.
(b) At each meeting of shareholders each holder of record of shares of stock of
the Corporation entitled to vote shall be entitled to vote the shares of such
stock held by him and registered in his name on the books of the Corporation at
the time of such meeting unless, pursuant to the provisions of Section 5 of
Article IV of these by-laws, a date shall have been fixed as a record date for
the determination of the shareholders entitled to vote.
(c) Each shareholder entitled to vote may vote by proxy, provided, however, that
the instrument authorizing such proxy to act shall have been executed in writing
by the shareholder himself, or by his attorney thereunto duly authorized in
writing. No proxy shall be valid after the expiration of eleven months from the
date of its execution unless the person executing it shall have specified
therein the length of time it is to continue in force.
Section 7. List of Shareholders:
It shall be the duty of the Secretary to prepare or have prepared before each
meeting of shareholders a complete list of the shareholders entitled to vote
thereat. Such list shall be produced at such meeting upon the request thereat or
prior thereto of any shareholder.
Section 8. Inspectors of Election:
Unless the Board of Directors shall have made such appointment prior to such
meeting, at each meeting of the shareholders the chairman of the meeting may,
and at the request of any shareholder entitled to vote thereat shall, appoint
one or more persons, who need not be
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shareholders, to act as inspectors of election at such meeting. The inspectors
so appointed, before entering on the discharge of their duties, shall take and
subscribe an oath or affirmation faithfully to execute the duties of inspectors
at such meeting with strict impartiality and according to the best of their
ability.
Section 9. Notice of Shareholder Nominations of Directors and
Shareholder-Proposed Business at Annual Meetings: At any annual meeting of
shareholders, only persons who are nominated or business that is proposed in
accordance with the requirements set forth in this Section 9 shall be eligible
for election as directors or considered for action by shareholders. Nominations
of persons for election to the Board of Directors of the Corporation may be made
or business may be proposed at a meeting of shareholders (a) by or at the
direction of the Board of Directors or (b) by any shareholder of the Corporation
entitled to vote at the meeting who complies with the notice and other
requirements set forth in this Section 9. Such nominations or business proposals
by a shareholder shall be made pursuant to timely notice in writing to the
Secretary of the Corporation and such business proposals must, under applicable
law, be proper matters for shareholder action. To be timely, a shareholder's
notice must be received at the principal executive offices of the Corporation
not less than 120 days before the date which is the anniversary of the date the
Corporation's proxy statement was released to shareholders in connection with
the previous year's annual meeting; provided, however, that if the date of the
applicable annual meeting has been changed by more than 30 days from the date
which is the anniversary of the date of the previous year's annual meeting, such
notice must be so received not less than the later of 90 days before the date of
the applicable annual meeting or the 15th day following the day on which notice
or prior public disclosure of the date of the meeting is first mailed or made by
the Corporation. In no event shall the adjournment of an annual meeting commence
a new time period for the giving of a shareholder's notice as described above.
Such shareholder's notice shall set forth (a) as to each person whom such
shareholder proposes to nominate for election or reelection as a director, all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A (or any successor thereto) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including such
person's written consent to being named in the proxy statement as a nominee and
to serving as a director if elected; (b) as to any other business that the
shareholder proposes to bring before the meeting, a brief description of such
business and any material interest in such business of such shareholder and of
the beneficial owner, if any, on whose behalf such proposal is made; and (c) as
to the shareholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made, (i) the name and address of such
shareholder, as they appear on the Corporation's books, and of any such
beneficial owner, and (ii) the class and number of shares of the Corporation
which are owned beneficially and of record by such shareholder and any such
beneficial owner.
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No person shall be eligible for election as a director of the Corporation and no
business shall be conducted at an annual meeting of shareholders except in
accordance with the requirements set forth in this Section 9. The Chairman of
the meeting shall, if the facts warrant, determine and declare to the meeting
that a nomination or proposal was not made in accordance with the provisions of
this Section 9 and, if he should so determine, he shall so declare to the
meeting and the defective nomination or proposal shall be disregarded.
In addition to the foregoing requirements of this Section 9, a shareholder shall
comply with all applicable requirements of the Exchange Act and the rules and
regulations thereunder with respect to director nominations and other business
that the shareholder proposes to introduce at an annual meeting. Nothing in this
Section 9 shall be deemed to affect any rights (a) of shareholders to request
inclusion of proposals in the Corporation's proxy statement pursuant to Rule
14a-8 (or any successor thererto) under the Exchange Act, or (b) of the holders
of any series of Preference Stock of the Corporation to elect directors pursuant
to the provisions of the Corporation's Restated Certificate of Incorporation or
of such series of Preference Stock.
Article II. Board of Directors
Section 1. Number, Election and Term of Office:
(a) The number of directors, exclusive of directors who may be elected pursuant
to paragraph (b) of this Section 1, shall not be less than nine nor more than
twenty; the exact number shall be fixed from time to time by resolution of the
Board of Directors adopted by a majority of the total number of directors which
the Corporation would have if there were no vacancies.
Directors shall be divided into three classes with the class expiring at
succeeding annual meetings of shareholders. All classes shall be as nearly equal
in number as possible, and no class shall include less than three directors. At
each annual meeting, directors to replace those whose terms expire at such
annual meeting shall be elected, each such director to hold office until the
third succeeding annual meeting and until his successor is elected and
qualified, or until his death, resignation or removal.
Terms of office of directors are further subject to the provisions of paragraph
(d) of this Section 1.
Any newly created directorships, or any decrease in directorships, shall be
apportioned among the three classes of directors as to make all classes as
nearly equal in number as possible. When the number of directors is increased by
the Board of Directors any newly created directorships may be filled by a
majority vote of the directors then in office even though less than a quorum.
There shall be no classification of the additional directors until the next
annual meeting of shareholders. No decrease by the Board of Directors of the
number of directors shall shorten the term of office of any incumbent director.
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(b) In the event that the Preference Stock of the Corporation shall be entitled
at any annual meeting of shareholders to vote separately as a single class to
elect two directors pursuant to the Certificate of Incorporation, the number of
directors to be elected at such annual meeting shall be increased by two, after
any reduction and reclassification of directors which may be made prior to or
effective at such annual meeting by the Board of Directors pursuant to paragraph
(a) of this Section 1. The directors to be so elected by said Preference Stock
shall not be classified. Each director so elected by said Preference Stock shall
hold office until the annual meeting of shareholders next succeeding his
election and until his successor, if any, is elected by said Preference Stock
and qualified, or until his death, resignation or removal.
(c) Except as otherwise provided herein, the members of the Board of Directors
of the Corporation shall be elected by a plurality of the votes cast at a
meeting of shareholders by the holders of shares entitled to vote in the
election.
(d) Except as the Board of Directors may otherwise provide from time to time, no
person shall be eligible to serve as a director after the annual meeting of
shareholders immediately following his seventieth birthday.
Section 2. Vacancies:
Any vacancy in the Board of Directors, occurring by reason of the death,
resignation, disqualification, removal for cause or inability to act of any
director, shall be filled by a majority vote of the remaining directors though
less than a quorum. Any director elected by the Board of Directors to fill such
a vacancy shall hold office until the annual meeting of shareholders next
succeeding his election and until his successor is elected and qualified, or
until his death, resignation or removal.
Section 3. Duties and Powers; Committees:
(a) The business of the Corporation shall be managed under the direction of the
Board of Directors. The Board of Directors may exercise all powers of the
Corporation except as herein, in the Certificate of Incorporation or by statute
expressly conferred upon or reserved to the shareholders.
(b) The Board of Directors may, by resolution adopted by a majority of the total
number of directors which the Corporation would have if there were no vacancies,
designate from its number the members of an Audit Committee, a Board Affairs
Committee, a Compensation and Stock Option Committee, a Pension Funding and
Investment Committee and one or more other committees, each of which shall
consist of three or more directors, and each of which shall have such authority
and powers as may from time to time be delegated to it by resolution adopted in
the same manner.
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Section 4. Annual and Regular Meetings; Notices:
(a) A regular annual meeting of the Board of Directors shall be held as promptly
as practicable following the annual meeting of the shareholders at the place of
such annual meeting of shareholders, or at such other place or time as the Board
of Directors may determine.
(b) The Board of Directors from time to time may provide by resolution for the
holding of other regular meetings of the Board of Directors and may fix the time
and place thereof.
(c) Notice of any regular meeting of the Board of Directors shall not be
required to be given; provided, however, that in case the Board of Directors
shall fix or change the time or place of any regular meeting, notice of such
action shall be directed to the residence or usual place of business of each
director who shall not have been present at the meeting at which such action was
taken, unless such notice shall be waived in the manner set forth in paragraph
(c) of Section 5 of this Article II. Such notice may be given by first class
mail if mailed at least five days before the day of the meeting or may be given
by courier, telex or telephone, facsimile or any other method of
telecommunication at least 48 hours before the time of the meeting.
Section 5. Special Meetings; Notice:
(a) Special meetings of the Board of Directors shall be held whenever called by
the Chairman of the Board or by a Vice Chairman or by the President or by any
two or more directors at such time and place as may be specified in the
respective notices or waivers of notice thereof.
(b) Notice of such special meeting shall specify the purpose of the meeting, and
shall be directed to each director at his residence or usual place of business.
Such notice may be given by first class mail if mailed at least five days before
the day of the meeting or may be given by courier, telex or telephone, facsimile
or any other method of telecommunication at least 48 hours before the time of
the meeting.
(c) Notice of any special meeting shall not be required to be given to any
director who shall attend such meeting in person without protesting, prior
thereto or at its commencement, the lack of notice to him, or to any director
who shall waive notice of such meeting in writing or by telex, facsimile or any
other method of telecommunication whether before or after the time of such
meeting. Notice of any adjourned meeting need not be given.
Section 6. Chairman:
At all meetings of the Board of Directors the Chairman of the Board or, in his
absence, one of the Vice Chairmen (determined on the basis of seniority in such
office) or, in the absence of all of the Vice Chairmen, the President or, in the
absence of all of them, a chairman chosen by the directors present shall
preside.
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Section 7. Quorum:
(a) At all meetings of the Board of Directors the presence of a majority of the
total number of directors which the Corporation would have if there were no
vacancies shall be necessary and sufficient to constitute a quorum for the
transaction of business.
(b) A majority of the directors present at the time and place of any regular or
special meeting, although less than a quorum, may adjourn the same from time to
time without further notice until a quorum shall be present.
Section 8. Manner of Acting:
(a) At all meetings of the Board of Directors each director present shall have
one vote.
(b) Except as otherwise provided herein, the vote of a majority of the directors
present at the time of the vote, if a quorum is present at such time, shall be
the act of the Board of Directors.
Section 9. Resignation:
Any director may resign at any time by giving written notice to the Board, of
Directors, the Chairman of the Board, a Vice Chairman, the President or the
Secretary of the Corporation. Unless otherwise specified in such written notice,
such resignation shall take effect upon receipt thereof by the Board of
Directors or by such officer, and the acceptance of such resignation shall not
be necessary to make it effective.
Section 10. Removal:
Any director may be removed with or without cause at any time by the vote of the
holders of the respective class or classes of stock by which such director was
elected, given at a special meeting of the shareholders of such class or classes
called for the purpose.
Section 11. Compensation of Certain Directors:
Directors who are not officers or employees of the Corporation may receive such
compensation for their services, and allowances for expenses, as the Board of
Directors may fix from time to time.
Section 12. Participation in Meeting by Telephone or Similar Equipment:
Any one or more members of the Board of Directors or any committee thereof may
participate in a meeting of the Board of Directors or such 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.
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Article III. Officers
Section 1. Number, Qualification, Election and Term of Office:
(a) The officers of the Corporation shall be a Chairman of the Board of
Directors and/or a President (one of whom shall be designated Chief Executive
Officer), and one or more Vice Presidents, a Secretary, a Treasurer and such
other officers as the Board of Directors may from time to time determine. The
Chairman of the Board, each Vice Chairman and the President shall each be and
remain a director of the Corporation during the term of his office. Any two
offices, except the offices of the President and Secretary, may be held by the
same person.
(b) Each officer of the Corporation shall be elected by the Board of Directors
and shall hold office until the annual meeting of the Board of Directors next
succeeding his election and until his successor shall have been elected and
qualified or until his death, resignation or removal.
Section 2. Resignation:
Any officer may resign at any time by giving written notice of such resignation
to the Board of Directors, the Chairman of the Board, a Vice Chairman, the
President or the Secretary of the Corporation. Unless otherwise specified in
such written notice, such resignation shall take effect upon receipt thereof by
the Board of Directors or by such officer, and the acceptance of such
resignation shall not be necessary to make it effective.
Section 3. Removal:
Any officer may be removed, either for or without cause, and a successor
elected, by the Board of Directors.
Section 4. Vacancies:
A vacancy in any office, occurring by reason of death, resignation, inability to
act, disqualification, removal or any other cause, may be filled for the
unexpired portion of the term by the Board of Directors.
Section 5. Chief Executive Officer:
The Chief Executive Officer shall serve as general manager of the property,
business and affairs of the Corporation, its subsidiaries, affiliates and
divisions, and shall report directly to the Board of Directors, with all other
officers and personnel reporting directly or indirectly to him.
Section 6. Chairman of the Board:
The Chairman of the Board shall preside at meetings of the shareholders and at
meetings of the Board of Directors, and shall have such other powers and shall
discharge such other duties as are generally incident to the office of Chairman
of the Board or as may be assigned to him from time to time by the Board of
Directors. If the Chairman of the Board is not the Chief Executive Officer, he
shall have such additional powers and duties as may be assigned to him from time
to time by the Chief Executive Officer.
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Section 7. Vice Chairmen:
The Vice Chairmen shall have such powers and shall discharge such duties as are
generally incident to the office of Vice Chairman. In the absence of the
Chairman of the Board, one of the Vice Chairmen (determined on the basis of
seniority in such office) shall preside at meetings of the shareholders and at
meetings of the Board of Directors. Each Vice Chairman shall have such
additional powers and duties as may be assigned to him from time to time by the
Board of Directors, the Chairman of the Board or the Chief Executive Officer.
Section 8. President:
The President shall have such powers and shall discharge such duties as are
generally incident to the office of President or as may be assigned to him from
time to time by the Board of Directors. In the absence of the Chairman of the
Board and all of the Vice Chairmen, the President shall preside at meetings of
the shareholders and at meetings of the Board of Directors. If the President is
not the Chief Executive Officer, he shall have such additional powers and duties
as may be assigned to him from time to time by the Chief Executive Officer.
Section 9. Vice Presidents:
The Vice Presidents shall have such powers and shall discharge such duties as
are generally incident to the office of Vice President. Each Vice President
shall have such other powers and discharge such other duties as may be assigned
to him from time to time by the Board of Directors, the Chairman of the Board, a
Vice Chairman or the President.
Section 10. Secretary:
The Secretary shall record the minutes of the meetings of the shareholders and
of the Board of Directors in books to be kept for that purpose, and shall
perform like duties for committees appointed by the Board of Directors when
required. He shall give, or cause to be given, all notices required pursuant to
these by-laws. He shall have custody of the corporate seal and shall have
authority to affix the same to all instruments executed and delivered on behalf
of the Corporation, and he shall have authority to attest the corporate seal
when so affixed. He shall have charge of the shareholder records, which may be
kept by a transfer agent or agents under his direction. The Secretary shall have
such other powers and discharge such other duties as are generally incident to
the office of Secretary or as may be assigned to him from time to time by the
Board of Directors, the Chairman of the Board, a Vice Chairman or the President.
If there shall be one or more Assistant Secretaries, each shall, in the absence
of the Secretary, or at his request, have his powers and discharge his duties.
Section 11. Treasurer:
The Treasurer shall have custody of all funds and securities of the Corporation,
shall keep full and accurate accounts of receipts and disbursements in books to
be kept for the purpose and shall deposit all money and other valuable effects
in the name and to the credit of the Corporation in
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such depositories as may be designated in a manner authorized by the Board of
Directors. He shall borrow, invest and disburse funds on behalf of the
Corporation as may be authorized by the Board of Directors and shall render
periodic accounts of his transactions as Treasurer. The Treasurer shall have
such other powers and shall discharge such other duties as are generally
incident to the office of Treasurer or as may be assigned to him from time to
time by the Board of Directors, the Chairman of the Board, a Vice Chairman or
the President. If there shall be one or more Assistant Treasurers, each shall,
in the absence of the Treasurer, or at his request, have his powers and
discharge his duties.
Section 12. Other Officers:
Each other officer shall have such powers and discharge such duties as are
prescribed by law or as may be assigned to him from time to time by the Board of
Directors or by the Chairman of the Board or a Vice Chairman or the President of
the Corporation.
Section 13. Salaries:
No officer shall be prevented from receiving a salary or any other compensation
by reason of the fact that he is also a director of the Corporation.
Section 14. Sureties and Bonds:
In case the Board of Directors shall so require, any officer or agent of the
Corporation shall execute to the Corporation a bond in such sum and with such
surety or sureties as the Board of Directors may direct, conditioned upon the
faithful performance of his duties to the Corporation, including responsibility
for negligence and for the accounting for all property, funds or securities of
the Corporation which may come into his hands.
Article IV. Shares of Stock
Section 1. Certificates Representing Shares:
The shares of the Corporation shall be represented by certificates or shall be
uncertificated shares. Certificates shall be signed by the Chairman of the Board
or a Vice Chairman or the President or a Vice President and the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer, and may be
sealed 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 registered by a registrar acting on behalf
of the Corporation. In case any officer who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer before such certificate is issued, it may be issued by the Corporation
with the same effect as if he were such officer at the date of issue.
Section 2. Lost or Destroyed Certificates:
The holder of any shares of stock of the Corporation represented by a
certificate shall immediately notify the Corporation and its registrar and
transfer agent of the loss or destruction of such
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certificate. The Corporation may issue a new certificate in the place of any
certificate theretofore issued by it alleged to have been lost or destroyed and
the Board of Directors may require the owner of the lost or destroyed
certificate, or his legal representatives, to give the Corporation a bond in
such sum as the Board of Directors, or any person delegated by it, may direct
and with such surety or sureties as may be satisfactory to the Board of
Directors, or any person delegated by it, to indemnify the Corporation against
any claim that may be made against it and/or its transfer agent and/or registrar
on account of the alleged loss or destruction of any such certificate. A new
certificate may be issued without requiring any bond when, in the judgment of
the Board of Directors, it is proper to do so.
Section 3. Holders of Record:
The Corporation shall be entitled to treat the holder of record of any share or
shares of stock as the absolute owner thereof for all purposes and, accordingly,
shall not be bound to recognize any legal, equitable or other claim to, or
interest in, such share or shares on the part of any other person whether or not
it or they shall have express or other notice thereof.
Section 4. Regulations:
The Board of Directors may make such rules and regulations as it may deem
expedient, including the appointment of co-transfer agents and co-registrars in
or outside of the State of New York, concerning the issuance, transfer and
registration of shares of stock of the Corporation either represented by
certificates or uncertificated, and may require all certificates representing
any class of stock to bear the signature or signatures of a transfer agent
and/or registrar appointed for such class of stock.
Section 5. Fixing of Record Date:
The Board of Directors may fix a day (i) not more than fifty days nor less than
ten days prior to the day of holding any meeting of shareholders or (ii) not
more than fifty days prior to the last day on which the consent or dissent of
shareholders may be expressed for any purpose without a meeting, or the day
fixed for the payment of any dividend or the distribution of any subscription or
other rights or interests, or the day on which any other action is to be taken,
as a record date for the determination of the shareholders who are entitled to
notice of and to vote at such meeting or any adjournment thereof, or whose
consent or dissent is required or may be expressed for any purpose, or who are
entitled to receive such dividends or rights or interests or whose identity is
to be determined for the purposes of any such other action.
Article V. Dividends
Dividends may be declared and paid out of any funds available therefor as often,
in such amounts and at such time or times as the Board of Directors may
determine.
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Article VI. Right to Inspect Books
The Board of Directors is authorized from time to time to determine whether and
to what extent, at what time and place, and under what conditions and
regulations, the books and accounts of the Corporation or any of them shall be
open to the inspection of any shareholder.
Article VII. Execution of Instruments
Section 1. Execution of Instruments:
Any drafts, bills of exchange, acceptances, bonds, endorsements, notes or other
obligations or evidences of indebtedness of the Corporation, and all deeds,
mortgages, indentures, bills of sale, conveyances, endorsements, assignments,
transfers, stock powers or other instruments of transfer, contracts, agreements,
dividend or other orders, powers of attorney, waivers, consents, returns,
reports, certificates, demands, notices or documents, and other instruments of
any nature may be signed, executed, verified, acknowledged and delivered by the
Chairman of the Board, a Vice Chairman or the President or by such other
officers, agents or employees of the Corporation, or any of them, as from time
to time may be determined by the Board of Directors, provided, however, that
authority to sign, execute, verify, acknowledge and deliver any contracts of, or
other documents and instruments requiring execution by, the Corporation may be
conferred by the Board of Directors upon any person whether or not such person
be an officer of the Corporation; and provided further, that such person may
delegate from time to time by instrument in writing all or any part of such
authority to any other person if authorized so to do by the Board of Directors.
Section 2. Proxies:
Proxies to vote with respect to shares of stock of other corporations owned by
or standing in the name of the Corporation and waivers of notice of meetings of
the shareholders of other corporations, the stock of which is owned by or stands
in the name of the Corporation, may be executed and delivered from time to time
on behalf of the Corporation by the Chairman of the Board, a Vice Chairman, the
President, the Secretary or any other person or persons thereunto authorized by
the Board of Directors.
Article VIII. Fiscal Year
The fiscal year of the Corporation shall begin on the 1st day of January and end
on the 31st day of December in each year.
Article IX. Corporate Seal
The corporate seal shall be circular in form and shall bear the name of the
Corporation, the words "Corporate Seal" and words and figures denoting its
organization under the laws of the State of New York, and the year thereof, and
otherwise shall be in such form as shall be approved from time to time by the
Board of Directors.
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Article X. Offices
Section 1. Office of the Corporation:
The office of the Corporation (as defined in Section 102 of the New York
Business Corporation Law) shall be in the Borough of Manhattan, City and State
of New York.
Section 2. Other Offices:
The Corporation may establish and maintain one or more offices outside of the
State of New York in such places as the Board of Directors may from time to time
deem advisable.
Article XI. Amendments
(a) All by-laws of the Corporation shall be subject to amendment or repeal, and
new by-laws may be adopted, by the vote of the shareholders at any annual or
special meeting, the notice or waiver of notice of which shall have summarized
or set forth in full the proposed amendment.
(b) The Board of Directors shall have power, by majority vote of the total
number of directors which the Corporation would have if there were no vacancies,
to adopt, amend and repeal from time to time by-laws of the Corporation;
provided, however, that the shareholders may amend or repeal by-laws made by the
Board of Directors and may from time to time limit or define the right of the
Board of Directors to amend or repeal any by-law or by-laws adopted by the
shareholders. Without limiting the generality of the foregoing, the provisions
of paragraph (a) of Section 1 of Article II and any other provisions hereof
relating to the classification of directors may be repealed by the majority vote
of the total number of directors which the Corporation would have if there were
no vacancies or may be amended or supplemented, by such vote, in any manner not
resulting in a term of office of directors longer than that provided in said
provisions.
Article XII. Interpretation
These by-laws are subject and subordinate to the provisions of applicable law,
including without limitation the Business Corporation Law of the State of New
York, and the provisions of the Certificate of Incorporation, as the same may be
in effect from time to time.
As used in these by-laws, the term Certificate of Incorporation shall mean the
Restated Certificate of Incorporation of the Corporation and any amendments
thereto.
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