Exhibit (3)-3
Unicom Corporation
Form 10-K File No. 1-11375
UNICOM CORPORATION
BY-LAWS
EFFECTIVE JANUARY 28, 1994
AS AMENDED THROUGH
DECEMBER 13, 1995
CONTENTS
Page
Number
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ARTICLE I. Stock............................................. 1
ARTICLE II. Meetings of Shareholders.......................... 3
ARTICLE III. Board of Directors................................ 6
ARTICLE IV. Committees of the Board of Directors.............. 8
ARTICLE V. Officers.......................................... 12
ARTICLE VI. Indemnification................................... 16
ARTICLE VII. Miscellaneous..................................... 18
ARTICLE VIII. Alteration, Amendment or Repeal of By-Laws........ 19
UNICOM CORPORATION
BY-LAWS
_____
ARTICLE I.
STOCK.
SECTION 1. Each holder of fully paid stock shall be entitled to a
certificate or certificates of stock stating the number and class of shares, and
the designation of the series, if any, which such certificate represents. All
certificates of stock shall at the time of their issuance be signed either
manually or by facsimile signature by the Chairman, the President or a Vice
President and by the Secretary or an Assistant Secretary. All certificates of
stock shall be sealed with the seal of the Company or a facsimile of such seal,
shall be countersigned either manually or by facsimile signature by a Transfer
Agent and shall be authenticated by manual signature and registered by a
Registrar. The Board of Directors shall appoint one or more Transfer Agents,
none of whom shall be officers of the Company authorized to sign certificates of
stock, and one or more Registrars, each of which Registrars shall be a bank or
trust company. Certificates of stock shall not be valid until countersigned by
a Transfer Agent and authenticated and registered by a Registrar in the manner
provided by the Board of Directors.
SECTION 2. Shares of stock shall be transferable only on the books of
the Company and, except as hereinafter provided or as otherwise required by law,
shall be transferred only upon proper endorsement and surrender of the
certificates issued therefor. If an outstanding certificate of stock shall be
lost, destroyed or stolen, the holder thereof may have a new certificate upon
producing evidence satisfactory to the Board of Directors of such loss,
destruction or theft, and upon furnishing to the Company, the Transfer Agents
and the Registrars a bond of indemnity deemed sufficient by the Board of
Directors against claims under the outstanding certificate.
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SECTION 3. The certificates for each class or series of stock shall
be numbered and issued in consecutive order and a record shall be kept of the
name and address of the person to whom each certificate is issued, the number of
shares represented by the certificate and the number and date of the
certificate. All certificates exchanged or returned to the Company or the
Transfer Agent for transfer shall be canceled and filed.
SECTION 4. For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than sixty days and, for a meeting of
shareholders, not less than ten days, or in the case of a merger, consolidation,
share exchange, dissolution or sale, lease or exchange of assets, not less than
twenty days, immediately preceding such meeting.
SECTION 5. If any subscription for stock in the Company or any
installment of such subscription shall be unpaid when due, as the Board of
Directors shall have determined the time for payment, and shall continue unpaid
for twenty days after demand for the amount due, made either in person or by
written notice duly mailed to the last address, as it appears on the records of
the Company, of the subscriber or other person by whom the subscription or
installment shall be payable, the stock or subscription upon which payment shall
be so due shall, upon the expiration of said twenty days, become and be
forfeited to the Company without further action, demand or notice, and such
stock or subscription may be sold at public sale, subject to payment of the
amount due and unpaid, plus all costs and expenses incurred by the Company in
that connection, at a time and place to be stated in a written notice to be
mailed to the recorded address of the delinquent subscriber or other person in
default on the subscription at least ten days prior to the time fixed for such
sale; provided, that the excess of proceeds of such sale realized over the
amount due and unpaid on said stock or subscription shall be paid to the
delinquent subscriber of other person in default on the subscription, or to his
or her legal representative; and, provided further, that no forfeiture of stock,
or of any amounts paid upon
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a subscription therefor, shall be declared as against the estate of any decedent
before distribution shall have been made of the estate.
The foregoing provisions for the forfeiture and sale of stock or
subscriptions shall not exclude any other remedy which may lawfully be
enforceable at any time, by forfeiture of stock or of amounts theretofore paid
or otherwise, against any person for nonpayment of a subscription or of any
installment thereof.
SECTION 6. Transfers of shares shall be made only on the books of the
Company by the registered holder thereof or by his or her legal representative,
who shall furnish proper evidence of authority to transfer, or by his or her
attorney or successor thereunto authorized by power of attorney or by documents
duly executed and filed with the Secretary or Transfer Agent of the Company, and
upon surrender for cancellation of the certificate for such shares. The person
in whose name shares stand on the books of the Company shall be deemed the owner
thereof for all purposes as regards the Company.
SECTION 7. The Company shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof 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
the laws of the State of Illinois.
ARTICLE II.
MEETINGS OF SHAREHOLDERS.
SECTION 1. The regular annual meeting of the shareholders of the
Company for the election of Directors and for the transaction of such other
business as may come before the meeting shall be held on such day in April or
May of each year as the Board of Directors may by resolution determine. Each
such regular annual meeting and each special meeting of the shareholders shall
be held at such place as may be fixed by the Board of Directors and at such hour
as the Board of Directors shall order.
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SECTION 2. Special meetings of the shareholders may be called by the
Chairman, by the Board of Directors, by a majority of the Directors individually
or by the holders of not less than one-fifth of the total outstanding shares of
capital stock of the Company.
SECTION 3. Written notice stating the place, day and hour of the
meeting of the shareholders and, in the case of a special meeting, the purpose
or purposes for which the meeting is called shall be delivered not less than ten
nor more than sixty days before the date of the meeting, or in the case of a
merger, consolidation, share exchange, dissolution or sale, lease or exchange of
assets not less than twenty nor more than sixty days before the date of the
meeting, either personally or by mail, by or at the direction of the Chairman,
the Secretary or the persons calling the meeting, to each shareholder of record
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail addressed to the shareholder
at the shareholder's address as it appears upon the records of the Company, with
postage thereon prepaid.
SECTION 4. At all meetings of the shareholders, a majority of the
outstanding shares of stock, entitled to vote on a matter, represented in person
or by proxy, shall constitute a quorum for consideration of such matter, but the
shareholders represented at any meeting, though less than a quorum, may adjourn
the meeting to some other day or sine die. If a quorum is present, the
affirmative vote of the majority of the shares of stock represented at the
meeting and entitled to vote on a matter shall be the act of the shareholders,
unless the vote of a greater number or voting by classes is required by law or
the articles of incorporation.
SECTION 5. At every meeting of the shareholders, each outstanding
share of stock shall be entitled to one vote on each matter submitted for a
vote. In all elections for Directors, every shareholder shall have the right to
vote the number of shares owned by such shareholder for as many persons as there
are Directors to be elected, or to cumulate such votes and give one candidate as
many votes as shall equal the number of Directors to be elected multiplied by
the number of such shares or to distribute such cumulative votes in any
proportion among any number of candidates. A shareholder may vote either in
person or by proxy.
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A shareholder may appoint a proxy to vote or otherwise act for him or her by
signing an appointment form and delivering it to the person so appointed.
SECTION 6. Any meeting at which a quorum of shareholders is present,
in person or by proxy, may adjourn from time to time without notice, other than
announcement at such meeting, until its business is completed. At the adjourned
meeting, the Company may transact any business which might have been transacted
at the original meeting. If the adjournment is for more than thirty days, a
notice of the adjourned meeting shall be given to each shareholder of record
entitled to vote at the meeting.
SECTION 7. The Secretary of the Company shall make or cause to be
made, within twenty days after the record date for a meeting of shareholders of
the Company or ten days before such meeting, whichever is earlier, a complete
list of the shareholders entitled to vote at such meeting, arranged in
alphabetical order, with the address of and the number of shares held by each,
which list, for at least ten days prior to such meeting, shall be kept on file
at the registered office of the Company and shall be subject to inspection by
any shareholder, and to copying at such shareholder's expense, at any time
during usual business hours. Such list shall also be produced and kept open at
the time and place of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting.
SECTION 8. The Chairman and the Secretary of the Company shall, when
present, act as chairman and secretary, respectively, of each meeting of the
shareholders.
SECTION 9. At any meeting of shareholders, the chairman of the
meeting may, or upon the request of any shareholder shall, appoint one or more
persons as inspectors for such meeting, unless an inspector or inspectors shall
have been previously appointed for such meeting by the Chairman. Such
inspectors shall ascertain and report the number of shares of stock represented
at the meeting, based upon their determination of the validity and effect of
proxies, count all votes and report the results and do such other acts as are
proper to conduct the election and voting with impartiality and fairness to all
the shareholders.
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SECTION 10. Voting on any question or in any election may be viva
voce unless the presiding officer shall order or any shareholder shall demand
that voting be by ballot.
ARTICLE III.
BOARD OF DIRECTORS.
SECTION 1. The business and affairs of the Company shall be managed
by or under the direction of the Board of Directors. The number of Directors of
the Company shall be not less than ten nor more than fifteen. The Directors
shall be elected at each annual meeting of the shareholders, but if for any
reason the election shall not be held at an annual meeting, it may be
subsequently held at any special meeting of the shareholders called for that
purpose after proper notice. The Directors so elected shall hold office until
the next annual meeting and until their respective successors, willing to serve,
shall have been elected and qualified. Directors need not be residents of the
State of Illinois or shareholders of the Company. No person shall be eligible
for nomination or renomination as a Director by the management of the Company
who, prior to the date of election, shall have attained age seventy-two. No
person who is an employe or a former employe of the Company or of a subsidiary
of the Company shall be eligible for nomination or renomination as a Director by
the management of the Company for a term commencing after such person ceases to
be such an employe; provided, however, that any Director of the Company who was
a Director of Commonwealth Edison Company, an Illinois corporation, in office on
June 15, 1989 who is or has been such an employe may be renominated as a
Director unless such person shall have attained age sixty-five on or before the
date of election of Directors.
SECTION 2. Any vacancy occurring in the Board of Directors, including
a vacancy created by an increase in the number of directors, may be filled by
election at an annual meeting or at a special meeting of shareholders called for
that purpose; provided, however, that any vacancy in the Board of Directors
arising between meetings of shareholders by reason of an increase in the number
of directors or otherwise may be filled by the vote of a majority of the
directors then in office, although less than
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a quorum. Any directors so elected shall serve until the next annual meeting of
shareholders.
SECTION 3. A meeting of the Board of Directors shall be held
immediately, or as soon as practicable, after the annual election of Directors
in each year, provided a quorum for such meeting can be obtained. Notice of
every meeting of the Board, stating the time and place at which such meeting
will be held, shall be given to each Director personally, by telephone or by
other means of communication at least one day, or by depositing the same in the
mails properly addressed at least two days before the day of such meeting. A
meeting of the Board of Directors may be called at any time by the Chairman or
by any two Directors and shall be held at such place as shall be specified in
the notice for such meeting.
SECTION 4. A majority of the number of Directors then in office, but
not less than six, shall constitute a quorum for the transaction of business at
any meeting of the Board, but a lesser number may adjourn the meeting from time
to time until a quorum is obtained, or may adjourn sine die. The act 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.
SECTION 5. Each member of the Board not receiving a salary from the
Company or a subsidiary of the Company shall be paid such fees as the Board of
Directors may from time to time, by resolution adopted by the affirmative vote
of a majority of the Directors then in office, and irrespective of any personal
interest of any of its members, determine. The Directors shall be paid their
reasonable expenses, if any, of attendance at each meeting of the Board of
Directors. Members of any committee of the Board of Directors may be allowed
like fees and expenses for service on or attendance at meetings of such
committee. No such payment shall preclude any Director from serving the Company
in any other capacity and receiving compensation therefor.
SECTION 6. A Director of the Company who is present at a meeting of
the Board of Directors at which action is taken on any corporate matter shall be
conclusively presumed to have assented to the action taken unless his or her
dissent shall be entered in the minutes of the meeting or unless he shall file
his or her written dissent to such action with the person acting as Secre-
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tary of the meeting before the adjournment thereof or shall forward such dissent
by registered mail to the Secretary of the Company immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.
ARTICLE IV.
COMMITTEES OF THE BOARD OF DIRECTORS
SECTION 1. There shall be an Executive Committee of the Board
consisting of six members. The Board of Directors shall, at its first meeting
after the annual meeting of the shareholders in each year, elect a chairman and
the four other members of the Executive Committee. The remaining Directors
shall constitute alternates to serve temporarily, and as far as practicable in
rotation (in such order as shall be established by the Board), in the place of
any member who may be unable to serve. The Chairman or the Directors calling a
meeting of the Executive Committee shall call upon alternates, in rotation, to
serve as herein provided. When any alternate serves, the minutes of the meeting
shall record the name of the member in whose place such alternate serves. The
Directors elected as members of the Executive Committee shall serve as such for
one year and until their respective successors, willing to serve, shall have
been elected. The Executive Committee shall, when the Board is not in session,
have and may exercise all of the authority of the Board of Directors, subject to
the limitations set forth in Section 10 of this Article IV. Vacancies in the
membership of the Executive Committee shall be filled by the Board of Directors.
The Executive Committee shall keep minutes of the proceedings at its meetings.
SECTION 2. There shall be an Audit Committee of the Board consisting
of not less than three nor more than five members who are not employes of the
Company. The Directors elected as members of the Audit Committee shall serve as
such for three years and until their respective successors, willing to serve,
shall have been elected, provided that, to the extent practicable, the members
of the Audit Committee shall be elected for staggered terms. The Board of
Directors shall, at its first meeting after the annual meeting of shareholders
in each year,
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elect the successors of the members whose terms shall then expire. The Board of
Directors shall designate from time to time the member who is to serve as
chairman of the Audit Committee. The Audit Committee shall meet with the
Company's independent auditors at least once each year to review the Company's
financial statements and the scope and results of such auditors' examinations,
monitor the internal accounting controls and practices of the Company, review
the annual report to shareholders and made recommendations as to its approval to
the Board and recommend, subject to shareholder approval, the appointment of
independent auditors, and shall report its findings at least once each year to
the Board. The Audit Committee shall have such powers as it shall deem necessary
for the performance of its duties. Vacancies in the membership of the Audit
Committee shall be filled by the Board of Directors. The Audit Committee shall
keep minutes of the proceedings at its meetings.
SECTION 3. There shall be a Corporate Governance and Compensation
Committee of the Board consisting of those Directors who are not employees or
former employees of the Company. The Board of Directors shall, at its first
meeting after the annual meeting of shareholders in each year, elect a chairman
of the Corporate Governance and Compensation Committee. The Directors serving
as members of the Committee shall serve for one year and until their respective
successors, willing to serve, shall have been elected. The Corporate Governance
and Compensation Committee shall (i) oversee corporate governance policies,
practices and procedures of the Company and make such recommendations as it may
deem appropriate to the Board; and (ii) oversee general compensation policy of
the Company, and establish and administer compensation programs applicable to
the principal officers of the Company, including but not necessarily limited to
the establishment of base salaries and the administration of awards under the
Unicom Corporation Deferred Compensation Unit Plan and the Unicom Corporation
Long-Term Incentive Plan. The Committee shall have such power as it deems
necessary for the performance of its duties. Vacancies in the membership of the
Committee shall be filled by the Board of Directors. The Committee shall keep
minutes of the proceedings at its meetings.
SECTION 4. There shall be a Finance Committee of the Board consisting
of not less than three nor more than five members. The Board of Directors
shall, at its first meeting after the
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annual meeting of shareholders in each year, elect a chairman and the other
members of the Finance Committee. The Directors elected as members of the
Finance Committee shall serve as such for one year and until their respective
successors, willing to serve, shall have been elected. The Finance Committee
shall review the scope and results of the Company's financing program and review
the Company's financial statements, construction budgets and cash budgets as
they relate to the Company's financing program, and shall report its findings at
least once each year to the Board. The Finance Committee shall have such power
as it shall deem necessary for the performance of its duties. Vacancies in the
membership of the Finance Committee shall be filled by the Board of Directors.
The Finance Committee shall keep minutes of the proceedings at its meetings.
SECTION 5. There shall be a Nominating Committee of the Board
consisting of not less than three nor more than five members, a majority of whom
are not employes of the Company. The Board of Directors shall, at its first
meeting after the annual meeting of shareholders in each year, elect a chairman
and the other members of the Nominating Committee. The Directors elected as
members of the Nominating Committee shall serve as such for one year and until
their respective successors, willing to serve, shall have been elected. The
Nominating Committee shall review the requirements for serving as Director,
review potential candidates for Director, propose nominees for Director to the
Board and recommend to the Board the successor to the Chairman when a vacancy
occurs in that position. The Nominating Committee shall have such power as it
shall deem necessary for the performance of its duties. Vacancies in the
membership of the Nominating Committee shall be filled by the Board of
Directors. The Nominating Committee shall keep minutes of the proceedings at
its meetings.
SECTION 6. The Board of Directors may from time to time create other
committees, standing or special, appoint Directors to serve on such committees
and confer such powers upon such committees and revoke such powers and terminate
the existence of such committees, as the Board at its pleasure may determine,
subject to the limitations set forth in Section 8.40(c) of the Illinois Business
Corporation Act of 1983, as amended from time to time.
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SECTION 7. Meetings of any committee of the Board may be called at
any time by the Chairman, by any two Directors or by the chairman of the
committee the meeting of which is being called and shall be held at such place
as shall be designated in the notice of such meeting. Notice of each committee
meeting stating the time and place at which such meeting will be held shall be
given to each member of the committee personally, or by telegraph, or by
depositing the same in the mails properly addressed, at least one day before the
day of such meeting. A majority of the members of a committee shall constitute
a quorum thereof but a lesser number may adjourn the meeting from time to time
until a quorum is obtained, or may adjourn sine die. A majority vote of the
members of a committee present at a meeting at which a quorum is present shall
be necessary for committee action.
SECTION 8. The Board of Directors may from time to time designate
from among the Directors alternates to serve on one or more committees as
occasion may require. Whenever a quorum cannot be secured for any meeting of
any committee from among the regular members thereof and designated alternates,
the member or members of such committee present at such meeting and not
disqualified from voting thereat, whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting in place of such absent or disqualified member.
SECTION 9. Every Director of the Company, or member of any committee
designated by the Board of Directors pursuant to authority conferred by these
By-Laws, shall, in the performance of his or her duties, be fully protected in
relying in good faith upon the records of the Company and upon such information,
opinions, reports or statements presented to the Company by any of the Company's
officers or employees, or committees of the Board of Directors, or by any other
person as to matters the Director or member reasonably believes are within such
other person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Company.
SECTION 10. Unless otherwise limited by the Board of Directors and
subject to the limitations set forth in the next sentence, each committee of the
Board of Directors consisting of two or more Directors may exercise the
authority of the Board.
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Notwithstanding any other provision of the By-Laws, no committee of the Board of
Directors shall: (1) authorize distributions; (2) approve or recommend to
shareholders any act required by law to be approved by shareholders; (3) fill
vacancies on the Board of Directors or on any of its committees; (4) elect or
remove officers or fix the compensation of any member of the committee; (5)
adopt, amend or repeal the By-Laws; (6) approve a plan of merger not requiring
shareholder approval; (7) authorize or approve reacquisition of stock, except
according to a general formula or method prescribed by the Board of Directors;
(8) authorize or approve the issuance or sale, or contract for sale, of stock or
determine the designation and relative rights, preferences, and limitations of a
series of stock, except that a committee may fix the specific terms of the
issuance or sale or contract for sale or the number of shares of stock to be
allocated to particular employes under an employe benefit plan; or (9) amend,
alter, repeal, or take action inconsistent with any resolution or action of the
Board of Directors when the resolution or action of the Board of Directors
provides by its terms that it shall not be amended, altered or repealed by
action of a committee.
ARTICLE V.
OFFICERS.
SECTION 1. There shall be elected by the Board of Directors, at its
first meeting after the annual election of Directors in each year if
practicable, the following principal officers of the Company, namely: a
Chairman, a President, such number of Executive Vice Presidents, Senior Vice
Presidents and Vice Presidents as the Board at the time may decide upon, a
Secretary, a Treasurer and a Comptroller; and the Board may also provide for a
Vice Chairman and such other officers, and prescribe for each of them such
duties, as in its judgment may from time to time be desirable to conduct the
affairs of the Company. No officer shall be elected for a term extending beyond
the first day of the month following the month in which such officer attains the
age of 65 years, on which date such officer shall be retired. The Chairman
shall be a Director of the Company; any other officer above named may, but need
not, be a Director of the Company. Any
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two or more offices may be held by the same person. All officers shall hold
their respective offices until the first meeting of the Board of Directors after
the next succeeding annual election of Directors and until their successors,
willing to serve, shall have been elected, but any officer may be removed from
office by the Board of Directors whenever in its judgment the best interests of
the Company will be served thereby. Such removal, however, shall be without
prejudice to the contract rights, if any, of the person so removed. Election of
an officer shall not of itself create contract rights.
SECTION 2. The Chairman shall be the chief executive officer of the
Company and shall have general authority over all the affairs of the Company,
including the power to appoint and discharge any and all officers, agents and
employes of the Company not elected or appointed directly by the Board of
Directors. The Chairman shall, when present, preside at all meetings of the
shareholders and of the Board of Directors. The Chairman shall have authority
to call special meetings of the shareholders and meetings of the Board of
Directors, and of any committee of the Board of Directors and, when neither the
Board of Directors nor the Executive Committee is in session, to suspend the
authority of any other officer or officers of the Company, subject, however, to
the pleasure of the Board of Directors or of the Executive Committee at its next
meeting. The Chairman, or such other officer as the Chairman may direct, shall
be responsible for all internal audit functions, and the internal audit
personnel shall report directly to the Chairman or to such other officer.
SECTION 3. In the absence or disability of the Chairman, the powers
and duties of the Chairman shall be performed by the President or, in the
President's absence or disability, by such other principal officer as the Board
of Directors or the Executive Committee may designate.
SECTION 4. Except insofar as the Board of Directors, the Executive
Committee or the Chairman shall have devolved responsibilities on the other
principal officers, the President shall be responsible for the general
management and direction of the affairs of the Company, subject to the control
of the Board of Directors, the Executive Committee and the Chairman. The
President shall have such other powers and duties as usually devolve
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upon the President of a corporation and such further powers and duties as may be
prescribed by the Board of Directors, the Executive Committee or the chairman.
The President shall report to the Chairman.
SECTION 5. The Executive Vice Presidents, the Senior Vice Presidents
and the Vice Presidents shall have such powers and duties as may be prescribed
for them, respectively, by the Board of Directors, the Executive committee or
the Chairman. Each of such officers shall report to the Chairman or such other
officer as the Chairman shall direct.
SECTION 6. The Secretary shall attend all meetings of the
shareholders, of the Board of Directors and of each committee of the Board of
Directors, shall keep a true and faithful record thereof in proper books and
shall have the custody and care of the corporate seal, records, minute books and
stock books of the Company and of such other books and papers as in the
practical business operations of the Company shall naturally belong in the
office or custody of the Secretary or as shall be placed in the Secretary's
custody by order of the Board of Directors or the Executive Committee. The
Secretary shall keep or cause to be kept a suitable record of the addresses of
shareholders and shall, except as may be otherwise required by statute or the
by-laws, sign and issue all notices required for meetings of shareholders, of
the Board of Directors and of the committees of the Board of Directors.
Whenever requested by the requisite number of shareholders or Directors, the
Secretary shall give notice, in the name of the shareholder or shareholders or
Director or Directors making the request, of a meeting of the shareholders or of
the Board of Directors or of a committee of the Board of Directors, as the case
may be. The Secretary shall sign all papers to which the Secretary's signature
may be necessary or appropriate, shall affix and attest the seal of the Company
to all instruments requiring the seal, shall have the authority to certify the
by-laws, resolutions of the shareholders and Board of Directors and committees
of the Board of Directors and other documents of the Company as true and correct
copies thereof and shall have such other powers and duties as are commonly
incidental to the office of Secretary and as may be prescribed by the Board of
Directors, the Executive Committee or the Chairman. The Secretary shall report
to the Chairman or such other officer as the Chairman shall direct.
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SECTION 7. The Treasurer shall have charge of and be responsible for
the collection, receipt, custody and disbursement of the funds of the Company.
The Treasurer shall deposit the Company's funds in its name in such banks, trust
companies or safe deposit vaults as the Board of Directors may direct. Such
funds shall be subject to withdrawal only upon checks or drafts signed or
authenticated in such manner as may be designated from time to time by
resolution of the Board of Directors or of the Executive Committee. The
Treasurer shall have the custody of such books and papers as in the practical
business operations of the Company shall naturally belong in the office or
custody of the Treasurer or as shall be placed in the Treasurer's custody by
order of the Board of Directors or the Executive Committee. The Treasurer shall
have such other powers and duties as are commonly incidental to the office of
Treasurer or as may be prescribed for the Treasurer by the Board of Directors,
the Executive Committee or the Chairman. Securities owned by the Company shall
be in the custody of the Treasurer or of such other officers, agents or
depositaries as may be designated by the Board of Directors or the Executive
Committee. The Treasurer may be required to give bond to the Company for the
faithful discharge of the duties of the Treasurer in such form and in such
amount and with such surety as shall be determined by the Board of Directors.
The Treasurer shall report to the Chairman or such other officer as the Chairman
shall direct.
SECTION 8. The Comptroller shall be responsible for the executive
direction of the accounting organization and shall have functional supervision
over the records of all other departments pertaining to revenues, expenses,
money, securities, properties, materials and supplies. The Comptroller shall
prescribe the form of all vouchers, accounts and accounting procedures, and
reports required by the various departments. The Comptroller shall be
responsible for the preparation and interpretation of all accounting reports and
financial statements as required and for the proper review and approval of all
bills received for payment. No bill or voucher shall be so approved unless the
charges covered by the bill or voucher shall have been previously approved
through job order, requisition or otherwise by the head of the department in
which it originated, or unless the Comptroller shall otherwise be satisfied of
its propriety and correctness. The Comptroller shall have such other powers and
duties as are
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commonly incidental to the office of Comptroller or as may be prescribed for the
Comptroller by the Board of Directors, the Executive Committee or the Chairman.
The Comptroller may be required to give bond to the Company for the faithful
discharge of the duties of the Comptroller in such form and in such amount and
with such surety as shall be determined by the Board of Directors. The
Comptroller shall report to the Chairman or such other officer as the Chairman
shall direct.
SECTION 9. Assistant Secretaries, Assistant Treasurers and Assistant
Comptrollers, when elected or appointed, shall respectively assist the
Secretary, the Treasurer and the Comptroller in the performance of the
respective duties assigned to such principal officers, and in assisting such
principal officer, each of such assistant officers shall for such purpose have
the powers of such principal officer. In case of the absence, disability,
death, resignation or removal from office of any principal officer, such
principal officer's duties shall, except as otherwise ordered by the Board of
Directors or the Executive Committee, temporarily devolve upon such assistant
officer as shall be designated by the Chairman.
ARTICLE VI.
INDEMNIFICATION.
SECTION 1. (a) A Director of the Company shall not be personally
liable to the Company or its shareholders for monetary damages for breach of
fiduciary duty as a Director, except for liability (i) for any breach of the
Director's duty of loyalty to the Company or its shareholders, (ii) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (iii) under Section 8.65 of the Illinois Business Corporation
Act of 1983, as amended, or (iv) for any transaction from which the Director
derived an improper personal benefit. If the Illinois Business Corporation Act
of 1983 is amended to authorize corporate action further eliminating or limiting
the personal liability of Directors, then the liability of a Director of the
Company shall be eliminated or limited to the full extent permitted by the
Illinois Business Corporation Act of 1983, as so amended. Any repeal or
modification of this Section 1(a) by the shareholders of the Company shall not
ad-
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versely affect any right or protection of a Director of the Company existing
at the time of such repeal or modification.
(b) Each person who is or was or had agreed to become a Director or
officer of the Company, and each person who is or was serving or who had agreed
to serve at the request of the Board of Directors or an officer of the Company
as an employe or agent of the Company or as a director, officer, employe, or
agent, trustee or fiduciary of another corporation, partnership, joint venture,
trust or other enterprise (including the heirs, executors, administrators or
estate of such person), shall be indemnified by the Company to the full extent
permitted by the Illinois Business Corporation Act of 1983 or any other
applicable laws as presently or hereafter in effect. Without limiting the
generality of the foregoing, the Company may enter into one or more agreements
with any person which provide for indemnification greater or different than that
provided in this Section 1(b). Any repeal or modification of this Section 1(b)
shall not adversely affect any right or protection existing hereunder
immediately prior to such repeal or modification.
SECTION 2. The provisions of this Article shall be deemed to be a
contract between the Company and each Director or officer who serves in any such
capacity at any time while this Article is in effect, and any repeal or
modification of this Article shall not affect any rights or obligations
hereunder with respect to any state of facts then or theretofore existing or any
action, suit or proceeding theretofore or thereafter brought or threatened based
in whole or in part upon any such state of facts.
SECTION 3. The indemnification provided or permitted by this Article
shall not be deemed exclusive of any other rights to which those indemnified may
be entitled by law or otherwise, and shall continue as to a person who has
ceased to be a Director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such person.
SECTION 4. The Company may purchase and maintain insurance on behalf
of any person who is or was a Director, officer, employee or agent of the
Company, or who is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, against any liability asserted against such
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person and incurred by such person in any such capacity, or arising out of his
or her status as such, whether or not the Company would have the power to
indemnify such person against such liability under the laws of the State of
Illinois.
ARTICLE VII.
MISCELLANEOUS.
SECTION 1. No bills shall be paid by the Treasurer unless reviewed
and approved by the Comptroller or by some other person or committee expressly
authorized by the Board of Directors, the Executive Committee, the Chairman or
the Comptroller to review and approve bills for payment.
SECTION 2. All checks, drafts or other orders for payment of money
issued in the name of the Company shall be signed by such officers, employees or
agents of the Company as shall from time to time be designated by the Board of
Directors, the Chairman, the chief financial officer of the Company or the
Treasurer.
SECTION 3. Any and all shares of stock of any corporation owned by
the Company and any and all voting trust certificates owned by the Company
calling for or representing shares of stock of any corporation may be voted at
any meeting of the shareholders of such corporation or at any meeting of the
holders of such certificates, as the case may be, by any one of the principal
officers of the Company upon any question which may be presented at such
meeting, and any such officer may, on behalf of the Company, waive any notice
required to be given of the calling of such meeting and consent to the holding
of any such meeting without notice. Any such principal officer other than the
Secretary, acting together with the Secretary or an Assistant Secretary, shall
have authority to give to any person a written proxy, in the name of the Company
and under its corporate seal, to vote any or all shares of stock or any or all
voting trust certificates owned by the Company upon any question that may be
presented at any such meeting of shareholders or certificate holders, with full
power to waive any notice of the calling of such meeting and consent to the
holding of such meeting without notice.
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SECTION 4. The fiscal year of the Company shall begin on the first
day of January and end on the last day of December in each year.
ARTICLE VIII.
ALTERATION, AMENDMENT OF REPEAL OF BY-LAWS.
These by-laws may be altered, amended or repealed by the shareholders
or the Board of Directors.
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