EXHIBIT 3.2
BY-LAWS
OF
TRIBUNE COMPANY
A DELAWARE CORPORATION
As Amended and In Effect on February 20, 1996
ARTICLE I
REGISTERED OFFICE AND AGENT
SECTION 1.1 REGISTERED OFFICE AND AGENT. The registered office of the Company
in the State of Delaware shall be the office of The Corporation Trust Company in
the City of Wilmington, County of New Castle, and the registered agent in charge
thereof shall be The Corporation Trust Company.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 2.1 PLACE OF MEETING. Meetings of stockholders shall be held at such
locations as are designated by the Board of Directors or the officers calling
such meetings.
SECTION 2.2 ANNUAL MEETING. The annual meeting of the stockholders shall be
held on such date (not a legal holiday) and at such time as is designated by
resolution of the Board of Directors, for the purpose of electing directors and
for the transaction of such other business as may properly be brought before the
meeting.
SECTION 2.3 SPECIAL MEETINGS. Special meetings of the stockholders may be
called by the Chief Executive Officer of the Company or the Board of Directors.
Business transacted at any special meeting of stockholders shall be limited to
the purposes stated in the notice of the meeting.
SECTION 2.4 NOTICE OF MEETINGS. Unless otherwise required by statute, written
notice stating the place, date and hour of each meeting of stockholders and the
purpose or purposes of each such meeting shall be given to each stockholder
entitled to vote at such meeting not less than ten nor more than sixty days
before the date of the meeting. In the case of a meeting to vote on a merger or
consolidation such notice shall be given not less than twenty nor more than
sixty days before the date of the meeting. If given by mail, such notice shall
be deemed to be given when deposited in the United States
mail, postage prepaid, directed to the stockholder at his address as it appears
on the records of the Company.
SECTION 2.5 NOTICE OF STOCKHOLDER BUSINESS. At an annual meeting of the
stockholders, only such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before an annual meeting
business must be (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors, (b) otherwise
properly brought before the meeting by or at the direction of the Board of
Directors, or (c) otherwise properly brought before the meeting by a
stockholder. For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Company. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Company not less than 60 days prior to the meeting; provided, however, that in
the event that less than 70 days' notice or prior public disclosure of the date
of the meeting is given or made to stockholders, notice by the stockholder to be
timely must be so received not later than the close of business on the 10th day
following the day on which such notice of the date of the annual meeting was
mailed to stockholders or such public disclosure was made, whichever occurs
first. A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the annual meeting (a) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (b) the name and
address, as they appear on the Company's books, of the stockholder proposing
such business, (c) the class and number of shares of the Company which are
beneficially owned by the stockholder, and (d) any material interest of the
stockholder in such business. Notwithstanding anything in these By-Laws to the
contrary, no business shall be conducted at an annual meeting of stockholders
except in accordance with the procedures set forth in this Section. The
chairman of an annual meeting shall, if the facts warrant, determine and declare
to the meeting that business was not properly brought before the meeting and in
accordance with the provisions of this Section, and if he should so determine,
he shall so declare to the meeting and any such business not properly brought
before the meeting shall not be transacted.
At any special meeting of the stockholders, only such business shall be
conducted as shall have been brought before the meeting by or at the direction
of the Chief Executive Officer or the Board of Directors.
SECTION 2.6 LIST OF STOCKHOLDERS. The officer or agent having charge of the
stock ledger of the Company shall make, 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 and the
number of shares registered in the name of each stockholder. Such list shall be
open to the examination of any stockholder, 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
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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.
SECTION 2.7 INSPECTORS. In advance of any meeting of stockholders the Company,
by its Board of Directors or by its Chairman or President, shall appoint one or
more inspectors of voting who shall receive and count the ballots and make a
written report of the results of the balloting, and who shall perform such other
duties in connection therewith as is provided by law. The Company may also
designate one or more persons as alternate inspectors to replace any inspector
who is unable or fails to act.
SECTION 2.8 QUORUM. The holders of record of shares of capital stock of the
Company having a majority of the votes entitled to be cast at the meeting,
represented in person or by proxy, shall constitute a quorum at all meetings of
stockholders. Where a separate vote by class or classes is to be held, the
holders of stock having a majority of the votes entitled to be cast by such
class or classes, represented in person or by proxy, shall constitute a quorum
at the meeting. Regardless of whether a quorum is present or represented, the
chairman of the meeting, or stockholders represented in person or by proxy at
the meeting voting a majority of the votes cast by such stockholders on the
matter, shall have the power to adjourn the meeting to another time and/or
place. Unless the adjournment is for more than thirty days, or unless a new
record date is set for the adjourned meeting, no notice of the adjourned meeting
need be given to any stockholder; provided that the time and place of the
adjourned meeting were announced at the meeting at which the adjournment was
taken. At the adjourned meeting the Company may transact any business which
might have been transacted at the original meeting.
SECTION 2.9 VOTING OF SHARES; PROXIES. The voting rights of holders of common
stock and preferred stock of the Company shall be as set forth in the Restated
Certificate of Incorporation, as from time to time in effect, and in resolutions
of the Board of Directors providing for series of the preferred stock. A
stockholder may vote either in person, by proxy executed in writing by the
stockholder or an authorized officer, director, employee or agent of the stock-
holder, or by electronic transmission as provided by law. No proxy shall be
voted or acted upon after three years from the date of its execution, unless the
proxy provides for a longer period. Action on any question or in any election
may be by a voice vote unless the presiding officer shall order that voting be
by ballot. The presiding officer at the meeting shall fix and announce at the
meeting the date and time of the opening and the closing of the polls for each
matter upon which the stockholders will vote at the meeting.
SECTION 2.10 REQUIRED VOTE. At any duly constituted meeting of stockholders,
the affirmative vote of holders of a majority of the voting power of all shares
represented at the meeting in person or by proxy and entitled to vote on the
matter shall be necessary
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for the adoption or approval of any matter properly brought before the meeting,
unless the proposed action is for the election of directors or is one upon
which, by express provision of statute or of the Restated Certificate of
Incorporation, a different affirmative vote is specified or required, in which
case such express provision shall govern and control the decision of such
question. In elections for directors, the nominees receiving the highest number
of votes cast for the number of director positions to be filled shall be
elected. Where a separate vote by class or classes is to be held, unless
otherwise provided by statute or the Restated Certificate of Incorporation, the
affirmative vote of the holders of a majority of the voting power of all shares
of such class or classes represented at the meeting in person or by proxy shall
be the act of such class or classes.
SECTION 2.11 ACTION WITHOUT A MEETING. Action by the stockholders may be taken
without a meeting as provided in the Restated Certificate of Incorporation.
ARTICLE III
DIRECTORS
SECTION 3.1 NUMBER, TENURE AND QUALIFICATIONS. The business and affairs of the
Company shall be managed by a Board of no less than ten (10) nor more than
fifteen (15) directors, as fixed from time to time by resolution of the Board of
Directors. No person shall be eligible for election as a director unless such
person shall be under the age of 68 at the time of election, provided that a
person who has reached his/her 68th birthday can be elected to fill an unexpired
term that will be completed prior to such person's 71st birthday. The Board
shall be classified with respect to the time during which they hold office into
three classes, as nearly equal in number as possible based on the then current
membership of the Board, as determined by the Board of Directors, all as
provided in the Restated Certificate of Incorporation. One class of directors
shall be elected at each annual meeting of the stockholders to hold office for
the term of three years or until their respective successors are duly elected
and qualified or until their earlier resignation or removal.
SECTION 3.2 NOMINATING PROCEDURES.
SECTION 3.2.1 ELIGIBILITY TO MAKE NOMINATIONS. Nominations of candidates for
election as directors at any meeting of stockholders called for that purpose may
be made by the Board of Directors or by any stockholder entitled to vote at such
meeting, in accordance with the following provisions.
SECTION 3.2.2 PROCEDURE FOR NOMINATIONS BY THE BOARD OF DIRECTORS. Nominations
made by the Board of Directors shall be made at a meeting of the Board of
Directors, or by written consent of the directors in lieu of a meeting, not less
than 30 days prior to the date of the meeting of stockholders at which directors
are to be elected. At the request
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of the Secretary of the Company, each proposed nominee shall provide the Company
with such information concerning himself or herself as is necessary for purposes
of the Company's proxy statement relating to the meeting.
SECTION 3.2.3 PROCEDURE FOR NOMINATIONS BY STOCKHOLDERS. Not less than 90 days
(except as provided below) prior to the date of a meeting of stockholders at
which directors are to be elected, any stockholder who intends to make a
nomination at such meeting shall deliver a notice to the Secretary of the
Company setting forth (i) the name, age, business address and residence address
of each nominee proposed in such notice, (ii) the principal occupation or
employment of each such nominee, (iii) the number of shares of capital stock of
the Company which are beneficially owned by each such nominee and (iv) such
other information concerning each such nominee as would be required, under the
rules of the Securities and Exchange Commission, in a proxy statement soliciting
proxies for the election of such nominees. Such notice shall be accompanied by
a signed consent of each proposed nominee to serve as a director of the Company
if elected. In the event that less than 100 days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
of stockholder nominees to be timely under this Section must be delivered not
later than the close of business on the 10th day following the day on which
notice of the date of the meeting is mailed to stockholders or public disclosure
thereof is made, whichever occurs first.
SECTION 3.2.4 SUBSTITUTION OF NOMINEES. In the event that a person is validly
designated as a nominee in accordance with the preceding Sections and shall
thereafter become unable or unwilling to stand for election to the Board of
Directors, the Board of Directors or the stockholder who proposed such nominee,
as the case may be, may designate a substitute nominee. At the request of the
Secretary of the Company, each substitute nominee shall provide the Company with
such information concerning himself or herself as would be necessary for
purposes of a proxy statement relating to the meeting.
SECTION 3.2.5 DETERMINATION OF COMPLIANCE WITH PROCEDURES. If the chairman of
the meeting of stockholders determines that a nomination for director was not
made in accordance with the foregoing procedures, such nomination shall be void.
SECTION 3.3 REGULAR MEETINGS. A regular meeting of the Board of Directors shall
be held without other notice than this By-Law immediately after, and at the same
address as, the annual meeting of stockholders. The Board of Directors may fix
the time and place for the holding of additional regular meetings. No notice or
call shall be required.
SECTION 3.4 SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by the Chairman, the President or any two directors, by notice to the
Secretary of the Company. The person or persons authorized to call special
meetings of the Board of Directors may fix any place as the place for holding
any special meeting of the Board of Directors called by them, provided that any
meeting called at the request of directors
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shall be held at Tribune Tower, Chicago, Illinois. Notice of any special meeting
shall be given to all directors at least twenty-four hours in advance thereof
(except as set forth below), either (a) personally or by telephone or (b) by
mail or telegram addressed to the director at his/her address as it appears on
the records of the Company. Such notice shall include the time and place at
which the meeting is to be held. If mailed, such notice must be given at least
five days prior to the meeting and shall be deemed to be delivered when
deposited in the United States mail so addressed, with postage thereon prepaid.
If notice is to be given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph company. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors need be specified in the notice of such meeting.
SECTION 3.5 QUORUM AND ACTION. A majority of the total number of directors then
in office shall constitute a quorum for the transaction of business at any
meeting, but if less than a quorum is present a majority of the directors
present may adjourn the meeting from time to time without further notice. The
vote of the majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors, unless the act of a greater
number is required by statute, the Restated Certificate of Incorporation or
these By-Laws.
SECTION 3.6 VACANCIES. Any vacancy occurring in the Board of Directors and any
newly created directorship resulting from an increase in the authorized number
of directors may be filled by a majority of the directors then in office,
although less than a quorum, and the directors so chosen shall hold office for
the unexpired portion of their designated terms of office and until their
successors are duly elected and qualified, or until their earlier resignation or
removal.
SECTION 3.7 COMPENSATION OF DIRECTORS. The Board of Directors, by the
affirmative vote of the majority of the directors then in office, and
irrespective of any personal interest of any of the directors, shall have
authority to fix the compensation of directors for services to the Company as
Board members, committee members or otherwise.
SECTION 3.8 REMOVAL OF DIRECTORS. Any one or more directors may be removed from
office only for cause, and only by the affirmative vote of holders of at least a
majority of the voting power of all of the then outstanding shares of voting
stock of the Company, voting together as a single class.
SECTION 3.9 COMMITTEES.
SECTION 3.9.1 EXECUTIVE COMMITTEE. The Board of Directors, by resolution of a
majority of the whole Board, shall appoint an Executive Committee to consist of
not less than five members of the Board, one of whom shall be the person
designated as Chief Executive Officer of the Company. The Executive Committee
shall have the right to exercise the full power and authority of the Board of
Directors of the Company
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to the fullest extent permitted by Section 141(c) of the General Corporation Law
of the State of Delaware; provided, that, in addition to the restrictions
provided in said Section 141(c), such Executive Committee shall not have the
authority of the Board of Directors in reference to: (a) electing or removing
officers of the Company or members of the Executive Committee; (b) fixing the
compensation of any officer or director; (c) amending, altering or repealing
these By-Laws or any resolution of the Board of Directors; (d) submission to the
stockholders of any matter whatsoever; (e) action with respect to dividends; or
(f) any action which either the Chief Executive Officer or two other members of
the Executive Committee shall designate, by written instrument filed with the
Secretary of the Company, as a matter to be considered by the full Board. All
action taken by the Executive Committee between Board meetings on matters of a
nature ordinarily requiring Board action shall be promptly reported to the Board
of Directors.
SECTION 3.9.2 AUDIT COMMITTEE. The Board of Directors, by resolution of a
majority of the whole Board, shall appoint an Audit Committee to consist of not
less than three directors, none of whom shall be an officer or employee of the
Company or of any subsidiary or affiliated corporation. The Audit Committee (a)
shall recommend to the Board of Directors the appointment of independent public
accountants for each year to audit the books, records and accounts of the
Company and to perform such other duties as the board of Directors or Audit
Committee may from time to time prescribe, (b) shall review the financial
statements submitted by the independent public accountants and shall report to
the Board of Directors the results of such review, (c) shall review all
recommendations made by the independent public accountants to the Board of
Directors with respect to the accounting methods used, the organization and
operations of the Company and the system of internal control followed by the
Company and shall advise the Board of Directors with respect thereto and (d)
shall have authority to examine, and to make recommendations to the Board of
Directors with respect to, the audit conducted by the Company's independent
public accountants. The scope and frequency of the Audit Committee's review and
examination shall be determined by the Committee, which shall have all the
powers of the Board of Directors in carrying out its duties.
SECTION 3.9.3 FINANCE COMMITTEE. The Board of Directors, by resolution of a
majority of the whole Board, shall appoint a Finance Committee to consist of not
less than three directors. The functions of the Finance Committee shall be (a)
to supervise generally the financial affairs of the Company, (b) to review with
management the capital needs of the Company and its subsidiaries, (c) to provide
consultation on major borrowings and proposed issuances of debt and equity
securities and (d) to report to the Board of Directors from time to time with
respect to the foregoing. The Finance Committee shall make recommendations to
the Board concerning the Company's financial strategies, policies and structure,
and shall undertake such additional functions and activities related to the
foregoing as may be requested from time to time by the Board of Directors.
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SECTION 3.9.4 GOVERNANCE AND COMPENSATION COMMITTEE. The Board of Directors, by
resolution of a majority of the whole Board, shall appoint a Governance and
Compensation Committee to consist of not less than three directors, none of whom
shall be an officer or employee of the Company or of any subsidiary or
affiliated corporation. The functions of the Governance and Compensation
Committee shall be (a) to identify and make recommendations to the Board of
Directors regarding candidates for election to the Board, (b) to review and make
recommendations to the Board of Directors regarding the renomination of
incumbent directors, (c) to perform other related tasks, such as studying the
size, committee structure or meeting frequency of the Board, making studies or
recommendations regarding management succession, or tasks of similar character
as may be requested from time to time by the Board of Directors or the Chief
Executive Officer, (d) to establish the compensation of the Chief Executive
Officer of the Company, (e) to consult with the Chief Executive Officer with
respect to the compensation of officers and executive employees of the Company
and its subsidiaries, (f) to fix and determine awards to employees of stock or
stock options pursuant to any of the Company's employee stock option or stock
related plans now or from time to time hereafter in effect and to exercise such
other power and authority as may be permitted or required under such plans and
(g) to undertake such additional similar functions and activities as may be
required by other compensation plans maintained by the Company or as may be
requested from time to time by the Board of Directors.
The Board of Directors, by resolution of a majority of the whole Board, shall
designate one member of the Governance and Compensation Committee to act as
chairman of the Committee. The Committee member so designated shall (a) chair
all meetings of the Committee, (b) chair meetings involving only non-employee
directors, (c) coordinate an annual performance evaluation of the Company, (d)
coordinate the evaluation of the performance of the Chief Executive Officer, and
(e) perform such other activities as from time-to-time are requested by the
other directors or as circumstances indicate.
SECTION 3.9.5 OTHER COMMITTEES. In addition to the Committees provided for in
Sections 3.9.1 through 3.9.4 above, the Board of Directors may, by resolution
passed by a majority of the whole Board, designate and appoint one or more other
Board committees, each such committee to consist of two or more directors of
the Company. Any such Board committee, to the extent provided in the resolution
creating it and authorized by statute, shall have and may exercise the powers
of the Board of Directors in the management of the business and affairs of the
Company, and may authorize the seal of the Company to be affixed to all papers
which may require it. The Board of Directors may also appoint other committees
for the administration of the affairs of the Company, whose members may or may
not be directors. Every committee appointed by the Board of Directors may,
unless the Board provides otherwise, fix its own rules of procedure and hold its
meetings in accordance with such rules. The Board may designate one or more
persons as alternate members of any Board or other committee, as applicable, who
may replace any absent or disqualified member at any meeting of such committee.
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SECTION 3.10 ACTION BY DIRECTORS WITHOUT MEETING. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members of the Board or
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.
SECTION 3.11 MEETINGS BY TELEPHONE. Members of the Board of Directors, or any
committee of 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 shall constitute
presence in person at such meeting.
ARTICLE IV
OFFICERS
SECTION 4.1 OFFICERS OF THE COMPANY. The officers of the Company shall consist
of a Chairman and/or a President, a Secretary and a Treasurer, elected or
appointed by the Board of Directors. The Board may also elect or appoint as
officers of the Company a Controller, a General Counsel and one or more Vice
Chairmen, Executive Vice Presidents, Senior Vice Presidents, Vice Presidents,
Deputy General Counsels, Assistant Controllers, Assistant Secretaries,
Assistant Treasurers or Assistant Vice Presidents, and such other officers, as
the Board may from time to time determine. If the Board of Directors shall at
any time elect or appoint both a Chairman and a President, the Board shall
specify which individual is to serve as the Chief Executive Officer of the
Company. Any two or more offices may be held by the same person except that
neither the Chairman nor the President may also hold the office of Secretary.
All officers of the Company shall have such authority and perform such duties in
the management of the property and affairs of the Company as are provided in
these By-Laws or as may be determined by resolution of the Board of Directors
and, to the extent not so provided, as generally pertain to their respective
offices, subject to the control of the Board.
SECTION 4.2 ELECTION AND TERM OF OFFICE. The officers of the Company shall be
elected annually by the Board of Directors at the first regular meeting of the
Board of Directors held after the annual meeting of stockholders. Each officer
shall hold office until his successor is duly elected and qualified or until his
earlier resignation or removal.
SECTION 4.3 REMOVAL. Any officer elected or appointed by the Board of Directors
may be removed at any time by the affirmative vote of a majority of the whole
Board of Directors, with or without cause, but such removal shall be without
prejudice to the
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contract rights, if any, of the person so removed. Election or appointment of an
officer shall not of itself create any contract rights.
SECTION 4.4 VACANCIES. A vacancy in any office by reason of death, resignation,
removal, disqualification or otherwise may be filled by the Board of Directors
for the unexpired portion of the term.
SECTION 4.5 DELEGATION OF DUTIES OF OFFICERS. In case of the absence of any
officer of the Company, or for any other reason that the Board of Directors may
deem sufficient, the Board of Directors may temporarily delegate the power or
duties of an officer to any other officer or to any other person.
SECTION 4.6 THE CHAIRMAN; CHIEF EXECUTIVE OFFICER. If the Board of Directors
shall elect a Chairman, that person when present shall preside at all meetings
of the stockholders and of the Board of Directors. The Chairman shall also
have the power to vote shares of stock registered in the name of the Company and
shall exercise such other powers and duties as from time to time may be provided
in these By-Laws or as may be prescribed by the Board of Directors. If the
Chairman shall be designated as Chief Executive Officer of the Company, he or
she shall have the general management and direction, subject to the authority of
the Board of Directors, of the Company's business and affairs and its officers
and employees, with the power to appoint and to remove and discharge any and all
employees of the Company not elected or appointed directly by the Board. The
Chief Executive Officer shall, upon consultation with the Governance and
Compensation Committee of the Board, fix the salaries and bonuses (if any) of
all officers and executive employees of the Company and its subsidiaries other
than himself.
SECTION 4.7 THE PRESIDENT. If the Board of Directors shall elect a President,
that person when present and in the absence of a Chairman shall preside at all
meetings of the stockholders and of the Board of Directors. If there is no
Chairman, or if the Board of Directors shall designate the President as the
Chief Executive Officer of the Company, the President shall have all of the
powers of the Chief Executive Officer enumerated in the preceding Section. The
President shall also have the power to vote shares of stock registered in the
name of the Company, and shall exercise such other powers and duties as from
time to time may be provided in these By-Laws or as may be prescribed by the
Board of Directors.
SECTION 4.8 VICE CHAIRMAN, EXECUTIVE VICE PRESIDENT, SENIOR VICE PRESIDENT, VICE
PRESIDENT. Each Vice Chairman, Executive Vice President, Senior Vice President
or Vice President of the Company shall perform such duties as may from time to
time be assigned by the Chief Executive Officer or the Board of Directors. The
Chief Executive Officer or the Board of Directors may add words signifying the
function or position to the title of any Vice Chairman, Executive Vice
President, Senior Vice President or Vice President appointed by the Board. The
persons holding the foregoing positions shall
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each have the power to vote shares of stock registered in the name of the
Company where such ownership interest constitutes less than 20% of the total
voting interest of the corporation issuing the stock.
SECTION 4.9 THE SECRETARY. The Secretary shall record all of the proceedings of
the meetings of the stockholders and directors in a book to be kept for that
purpose, and shall perform like duties for the standing committees, when
requested; shall have custody and care of the corporate seal, records, minutes
and stock books of the Company; shall keep a suitable record of the addresses
of stockholders and of directors, and shall, except as may be otherwise required
by statute or these By-Laws, issue all notices required for meetings of
stockholders and of the Board of Directors and committees thereof. The
Secretary shall have authority to cause the seal of the Company to be affixed to
all papers requiring the seal, to attest the same, and to attest any instruments
signed by an officer of the Company. The Secretary shall perform such other
duties as from time to time may be assigned by the Chairman, the President or
the Board of Directors.
SECTION 4.10 THE TREASURER. The Treasurer shall have charge of the safekeeping
of the Company's funds, and shall perform such other duties as may from time to
time be assigned by the Chief Executive Officer or the Board of Directors. The
Treasurer may be required to give bond to the Company, at the Company's expense,
for the faithful discharge of his or her duties in such form and in such amount
and with such sureties as shall be determined by the Board of Directors.
SECTION 4.11 THE CONTROLLER. The Controller shall have charge of the general
accounting department of the Company, and shall see that correct accounts of the
Company's business are properly kept. He or she shall perform such other duties
as from time to time may be assigned by the Chief Executive Officer or the Board
of Directors. The Controller may be required to give bond to the Company, at
the Company's expense, for the faithful discharge of his or her duties in such
form and in such amount and with such sureties as shall be determined by the
Board of Directors.
SECTION 4.12 GENERAL COUNSEL. The General Counsel shall be the chief legal
officer of the Company and shall be responsible for the management of the legal
affairs of the Company. The General Counsel shall perform such other duties as
from time to time may be assigned by the Chief Executive Officer or the Board of
Directors.
SECTION 4.13 DEPUTY GENERAL COUNSEL, ASSISTANT CONTROLLER, ASSISTANT SECRETARY,
ASSISTANT TREASURER AND ASSISTANT VICE PRESIDENT. The Deputy General Counsel
shall assist the General Counsel in such manner and perform such duties as may
be designated from time to time by the General Counsel. Each Assistant Vice
President shall have such duties as may from time to time be assigned by the
Vice President or Vice Presidents to whom he or she reports. Each Assistant
Controller, Assistant Secretary and Assistant Treasurer shall assist the
Controller, the Secretary or the
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Treasurer, as the case may be, in the performance of the respective duties of
such principal officers. Each Assistant Secretary shall have the authority to
affix the corporate seal to any instrument requiring it, to attest the same, and
to attest any instrument signed by an officer of the Company. The powers and
duties of the Controller, the Secretary, the Treasurer and the General Counsel,
respectively, shall in case of the absence, disability, death, resignation, or
removal from office of such principal officer, and except as otherwise ordered
by the Board of Directors, temporarily devolve upon the first appointed deputy
or assistant who is able to serve. Deputy or assistant officers shall perform
such other duties as may be assigned to them from time to time. The Chief
Executive Officer or the Board of Directors may add words signifying function or
position to the title of any deputy or assistant officer.
ARTICLE V
CAPITAL STOCK
SECTION 5.1 CERTIFICATES FOR SHARES. Subject to the provisions of Section 5.2,
every holder of fully paid stock in the Company shall be entitled to have a
certificate or certificates signed in the name of the Company by the Chairman,
the President or any Vice President and by the Secretary or an Assistant
Secretary of the Company, representing and certifying the number of shares of
the Company's capital stock owned by such holder. Any or all of the signatures
on each certificate may be facsimile. In case any officer, transfer agent or
registrar whose signature or facsimile signature appears on a certificate shall
have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Company with the same effect as
if such person were such officer, transfer agent or registrar at the date of
issue.
SECTION 5.2 CERTIFICATES FOR FRACTIONAL SHARES. The Board of Directors may
provide that, with respect to classes or series of stock as to which the
issuance and ownership of fractional shares are permitted in accordance with the
Restated Certificate of Incorporation, the ownership of fractional interests
shall be evidenced by scrip certificates in lieu of the certificates referred to
in Section 5.1 of these By-Laws. Any or all of the signatures on each scrip
certificate may be facsimile. The Board of Directors may specify from time to
time, with respect to any series or class of stock, particular fractions in
which ownership will be permitted and recognized and as to which certificates
will be issued.
SECTION 5.3 REGISTRATION AND TRANSFER OF SHARES. The Company will maintain or
cause to be maintained a register for the registration of shares of its capital
stock. Transfers of shares and exchanges of stock certificates shall be recorded
on the books of the Company only at the request of the holder of record thereof
or by his legal representative, who shall furnish proper evidence of authority
to transfer, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the
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Secretary of the Company, and only upon the surrender for cancellation of the
certificate or certificates for such shares.
SECTION 5.4 ONLY HOLDER OF RECORD ENTITLED TO RECOGNITION. The Company shall be
entitled to treat the holder of record of any share or shares as the owner
thereof for all purposes and accordingly shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by law.
SECTION 5.5 FIXING RECORD DATE. For the purpose of determining stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the Board of Directors may fix a date as the record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which shall not
be more than sixty nor less than ten days (or, in the case of a meeting to vote
on a merger or consolidation, not more than sixty nor less than twenty days)
before the date of such meeting, nor more than sixty days prior to any other
action. The record date for determining stockholders entitled to consent to
corporate action in writing without a meeting shall be as provided by law. The
record date for determining stockholders for any other purpose shall be at the
close of business on the day on which the Board of Directors 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, such determination shall apply to any adjournment thereof;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.
SECTION 5.6 LOST CERTIFICATES. If an outstanding certificate of stock shall be
lost, destroyed or stolen, the holder thereof may have a new certificate issued
to him or her upon producing evidence satisfactory to the Company of such loss,
destruction, or theft, and also upon furnishing to the Company a bond of
indemnity deemed sufficient by the Secretary to protect the Company and any
registrar or transfer agent against claims under the certificate alleged to be
lost, destroyed or stolen; provided, however, that upon good cause shown the
Board of Directors may waive the furnishing of such bond of indemnity.
ARTICLE VI
MISCELLANEOUS
SECTION 6.1 EXECUTION OF INSTRUMENTS. Contracts and other written documents of
the Company shall be executed as the Board of Directors may from time to time
direct. In the absence of specific directions by the Board, the officers of the
Company shall duly
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execute all necessary contracts and other written instruments properly coming
within the scope of their respective powers and duties. When the execution of
any contract or other written instrument of the Company has been authorized by
the Board of Directors without specification of the executing officers, the
Chairman, the President, any Vice Chairman or any Vice President may execute the
same in the name and on behalf of the Company and the Secretary or any Assistant
Secretary may attest the same and affix the corporate seal thereto.
SECTION 6.2 LOANS. No loans (except loans for current expenses) shall be
incurred on behalf of the Company and no evidences of indebtedness shall be
issued in its name unless authorized by a resolution of the Board of Directors
or a duly authorized committee thereof. Such authority may be general or
confined to specific instances. No loans shall be made by the Company to any
director or officer except upon the affirmative vote of a majority of the
disinterested directors.
SECTION 6.3 BANK DEPOSITS AND CHECK AUTHORIZATION. The funds of the Company
shall be deposited to its credit in such banks, trust companies or other
financial institutions as may be determined from time to time by the Chairman
or President and the Secretary of the Company, evidenced by joint written
action. By such joint written action, filed with the minutes of the Board of
Directors, the Chairman or President together with the Secretary may authorize
(a) the opening of one or more deposit accounts at any such institution and (b)
the designation of, or a change in the designation of, the officers or
employees upon whose signature checks may be written or funds withdrawn on any
Company account at any such institution, provided that the signature of one
person other than the Chairman, President and Secretary shall be required
therefor. By the adoption of this Section 6.3 of these By-Laws the Board of
Directors adopts the form of any resolution or resolutions requested by or
acceptable to any financial institution in connection with the foregoing
actions, provided that the Secretary of the Company (x) believes that the
adoption of such resolution or resolutions is necessary or advisable and (y)
files such resolution or resolutions with the minutes of the Board of Directors.
SECTION 6.4 FISCAL YEAR. The fiscal year of the Company shall begin on the
first Monday after the last Sunday in December of each year and end on the last
Sunday in the following December.
SECTION 6.5 SEAL. The corporate seal shall be in the form of a circle and shall
have inscribed thereon the name of the Company and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed, affixed, printed or otherwise reproduced. The Board of Directors may
give general authority to any officer to affix the seal of the Company and to
attest the fixing by his or her signature.
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SECTION 6.6 WAIVER OF NOTICE. Whenever any notice whatever is required to be
given by statute, by the Restated Certificate of Incorporation of the Company,
by these By-Laws or otherwise, in connection with any meeting of stockholders,
directors or members of a committee of directors, a written waiver thereof,
signed by the person entitled to such notice, whether before or after the event
as to which such notice is required, shall be deemed equivalent to such required
notice. In addition, 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 such meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
meeting of stockholders, directors or members of a committee of directors need
be specified in any written waiver of notice.
ARTICLE VII
AMENDMENTS OF BY-LAWS
SECTION 7.1 These By-Laws may be altered, amended or repealed and new by-laws
may be made (a) by the stockholders as provided in the Restated Certificate of
Incorporation or (b) by the affirmative vote of a majority of the whole Board of
Directors at any regular or special meeting thereof.
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