EXHIBIT 3 (b)
BY-LAWS
OF
ILLINOIS TOOL WORKS INC.
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE. The registered office shall be in the
City of Wilmington, County of New Castle, State of Delaware.
SECTION 2. OTHER OFFICES. The corporation may also have offices in
Chicago, Illinois, and offices at such other places as the Board of Directors or
officers may from time to time determine.
ARTICLE II
STOCKHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
stockholders shall be in the month of April or May of each year. The place,
date and time of the meeting shall be fixed by the Board of Directors and stated
in the notice of the meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
stockholders may be called by the chairman or by a majority of the Board of
Directors.
SECTION 3. PLACE OF MEETING. The Board of Directors may
designate any place, either within or without Delaware, as the place of meeting
for any meeting of the stockholders (annual or special) called by the Board of
Directors. If a special meeting is otherwise called, the place of meeting shall
be in Chicago, Illinois as designated in the notice.
SECTION 4. NOTICE OF MEETINGS. Written or printed notice
stating the place, day and hour of the meeting shall be delivered either
personally or by mail, by or at the direction of the chairman or persons calling
the meeting to each stockholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mails in a sealed envelope addressed to the stockholder at his address as
it appears on the records of the corporation, with postage thereon prepaid.
SECTION 5. VOTING OF SHARES BY CERTAIN HOLDERS. Shares of stock
standing in the name of another corporation, domestic or foreign, may be voted
by such officer, agent or proxy as the by-laws of such corporation may
prescribe, or, in the absence of such provision, as the Board of Directors of
such corporation may determine.
Shares of stock standing in the name of a deceased person may be voted
by his administrator or executor, either in person or by proxy. Persons holding
stock in a fiduciary capacity shall be entitled to vote the shares so held.
Persons whose stock is pledged shall be entitled to vote, unless in the transfer
by the pledgor on the books of the corporation he has expressly empowered the
pledgee to vote thereon, in which case only the pledgee, or his proxy, may
represent such stock and vote thereon.
Shares of stock standing in the name of a receiver may be voted by
such receiver, and shares of stock held by or under the control of a receiver
may be voted by such receiver without the transfer thereof into his name if
authority so to do be contained in an appropriate order of the court by which
such receiver was appointed.
SECTION 6. FIXING OF RECORD DATE. Unless any statute requires
otherwise, for the purpose of determining (a) stockholders entitled to notice of
or to vote at any meeting of stockholders, or (b) stockholders entitled to
receive payment of any dividend, or (c) stockholders, with respect to any lawful
action, the Board of Directors may fix in advance a date as the record date for
any such determination of stockholders, such date in any case to be not more
than sixty days and, in case of a meeting of stockholders, not less than ten
days. If no record date is fixed: (1) the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held; (2) 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. A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.
SECTION 7. QUORUM. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute, by the
Certificate of Incorporation or by these by-laws. If, however, such quorum shall
not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time until a quorum
shall be present or represented. No notice other than an announcement at the
meeting need be given unless the adjournment is for more than
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thirty days or a new record date is to be fixed for the adjourned meeting. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.
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When a quorum is present at any meeting, the vote of the holders of a
majority of the stock having voting power present in person or represented by
proxy shall decide any question brought before such meeting, unless the question
is one upon which by express provision of the statutes or of the Certificate of
Incorporation or of these by-laws, a different vote is required in which case
such express provision shall govern and control the decision of such question.
SECTION 8. PROXIES. At all meetings of stockholders, a stockholder may
vote by proxy executed in writing by the stockholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. Proxies shall be valid only
with respect to the meeting or meetings and any adjournment thereof, for which
they are given.
SECTION 9. VOTING. Each stockholder shall have one vote in person or
by proxy for each share of stock having voting power registered in his name on
the books of the corporation at the record date.
SECTION 10. STOCKHOLDER NOMINATIONS FOR DIRECTORS. Any stockholder
entitled to vote in the election of directors may nominate one or more persons
for election as directors, provided written notice of such stockholder's
nomination has been received by the Secretary of the Company not later than (i)
the close of business on the last business day of December prior to the annual
meeting of stockholders in April or May, or (ii) the close of business on the
tenth day following the date on which notice of a special meeting of
stockholders is first given to stockholders for an election of directors to be
held at such meeting.
Such notice must contain: (a) the name and address of the stockholder
who intends to make the nomination; (b) the name, age, and business and
residential addresses of each person to be nominated; (c) the principal
occupation or employment of each nominee; (d) the number of shares of capital
stock of the corporation beneficially owned by each nominee; (e) a statement
that the nominee is willing to be nominated and serve as a director; and (f)
such other information regarding each nominee as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had the Board of Directors nominated such
nominee.
Nothing in this Section shall preclude the Board of Directors or the
Nominating Committee either from making nominations for the election of
directors or from excluding the person nominated by a stockholder from the slate
of directors presented to the meeting.
SECTION 11. ELECTION OF DIRECTORS. Directors shall be elected by a
plurality of the votes of the shares present in person or represented by proxy
at a meeting of stockholders and entitled to voted on the election of directors.
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ARTICLE III
DIRECTORS
SECTION 1. GENERAL POWERS. The business and affairs of the corporation
shall be managed by its Board of Directors.
SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of Directors
of the corporation is established at fifteen. Each Director shall hold office
for the term for which such Director is elected or until a successor shall have
been chosen and shall have qualified or until such Director's earlier death,
resignation, retirement, disqualification or removal.
SECTION 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 place as, the annual meeting of stockholders. The Board
of Directors may provide, by resolution, the time and place, either within or
without Delaware, for the holding of additional regular meetings without other
notice than such resolution.
SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by or at the request of the chairman or any two
directors. The person or persons authorized to call special meetings of the
Board of Directors may fix any place, either within or without Delaware, as the
place for holding any special meeting of the Board of Directors called by them.
SECTION 5. NOTICE. Notice of any special meeting shall be given at
least two days previously thereto by written notice delivered personally, by
mail or telegram, to each Director at his business address or at such other
address as he shall have previously requested in writing. If mailed, such notice
shall be deemed to be delivered two days after being deposited in the United
States mails in a sealed envelope so addressed, with postage thereon prepaid. If
notice is 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 or waiver of notice of such
meeting, unless otherwise required by law.
SECTION 6. QUORUM. A majority of the Board of Directors shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors, provided that if less than a majority of the Directors are present
at said meeting, a majority of the Directors present may adjourn the meeting
from time to time without further notice. The act of the majority of the
Directors present at a meeting at which
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a quorum is present shall be the act of the Board of Directors unless a greater
number is required by the Certificate of Incorporation or these by-laws.
SECTION 7. INTERESTED DIRECTORS. Except as may otherwise be provided
in the Certificate of Incorporation, no contract or transaction between the
corporation and one or more of its Directors or officers, or between the
corporation and any other corporation, partnership, association, or other
organization in which one or more of its Directors or officers are Directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the Director or officer is present at or
participates in the meeting of the Board or committee thereof which authorizes
the contract or transaction, or solely because his or their votes are counted
for such purpose, if:
(a) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the Board of Directors
or the committee, and the Board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested Directors, even though the disinterested Directors be less than a
quorum; or
(b) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by the vote of the stockholders; or
(c) The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the Board of Directors, a
committee thereof, or the stockholders.
Common or interested Directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.
SECTION 8. VACANCIES. If vacancies occur in the Board of Directors
caused by death, resignation, retirement, disqualification or removal from
office of any Director or Directors or otherwise, or if any new Directorship is
created by any increase in the authorized number of Directors, a majority of the
Directors then in office, though less than a quorum, may choose a successor or
successors, or fill the newly created Directorship and the Directors so chosen
shall hold office until the next annual election of Directors and until their
successors shall be duly elected and qualified, unless sooner displaced.
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SECTION 9. COMMITTEES. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the Directors of the corporation.
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(a) The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member, at
any meeting of the committee. In the absence or disqualification of a member of
a committee, the member or members thereof present at any meeting and not
disqualified from voting, 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 the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors,
shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the corporation, and
may authorize the seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in reference
to amending the certificate of incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and assets, recommending
to the stockholders a dissolution of the corporation or a revocation of a
dissolution, or amending the by-laws of the corporation; and, unless the
resolution or the certificate of incorporation expressly so provide, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors. Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors when required.
(b) EXECUTIVE COMMITTEE. The Board of Directors, by resolution adopted
by a majority of the whole Board, may designate two or more Directors to
constitute an Executive Committee and one or more Directors as alternates
thereof. Subject to the limitations provided in these by-laws and such further
limitation as might be required by law or by the Certificate of Incorporation or
by further resolution of the Board of Directors, the Executive Committee may,
during intervals between meetings of the Board of Directors, exercise the powers
of the Board of Directors in the management of the business and affairs of the
corporation (including the corporation's dealings with its foreign subsidiaries,
affiliates, and licensees) and may authorize the seal of the corporation to be
affixed to all papers which may require it. The Committee shall not be empowered
to take action with respect to: issuing bonds, debentures; increasing or
reducing the capital of the corporation; authorizing commitments and
expenditures in excess of the total amount or amounts provided in the capital
budgets approved or otherwise authorized by the Board of Directors; borrowing of
monies, except within limits expressly approved by the Board of Directors;
electing officers; fixing the compensation of officers; establishment of stock
option plans, profit sharing or similar types of compensation plans, filling
vacancies or newly-created directorships on the
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Board of Directors; removing officers or directors of the corporation;
dissolution, or any other action specifically reserved to the Board of Directors
including all matters requiring the approval of stockholders. The Committee may
also from time to time formulate and recommend to the Board for approval general
policies regarding management of the business and affairs of the corporation.
The designation of the Committee and the delegation thereto of authority shall
not operate to relieve the Board of Directors or any member thereof of any
responsibility imposed upon it or him by operation of law. The secretary of the
corporation (or in his absence a person designated by the Executive Committee)
shall act as secretary at all meetings of the Executive Committee. A majority
of the Committee, from time to time, shall constitute a quorum for the
transaction of business and the act of a majority of the Directors present at a
meeting in which a quorum is present shall be the act of the Committee, provided
that in the absence or disqualification of any member of the Committee, the
member or members thereof present at any meeting and not disqualified from
voting, 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 the place of
any such absent or disqualified member. Regular meetings of the Committee may
be held without notice at such times and at such places as shall be fixed by
resolution adopted by a majority of the Committee. Special meetings may be
called by any member of the Committee on twenty-four hours' prior written or
telegraphic notice.
(c) COMPENSATION COMMITTEE. The Board of Directors, by resolution
adopted by a majority of the whole Board, may designate not less than two
Directors to constitute a Compensation Committee and one or more directors as
alternate members thereof, none of whom shall be employees of the corporation.
In the absence or disqualification of any member of the Committee, the member or
members thereof present at any meeting and not disqualified from voting, 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 the place of any such absent or
disqualified member, provided that the majority of the Committee, as then
constituted, shall not be employees of the corporation. The Compensation
Committee shall review and determine from time to time the salaries and other
compensation of all elected officers of the corporation and shall submit to the
Board of Directors such reports in such form and at such time as the Board of
Directors may request. The Compensation Committee shall also submit
recommendations from time to time to the Board of Directors as to the granting
of stock options.
(d) AUDIT COMMITTEE. The Board of Directors, by resolution adopted
by a majority of the whole Board, may designate two or more Directors who are
not employees of the corporation to constitute an Audit Committee and one or
more Directors who are not employees of the corporation as alternate
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members thereof, which Committee shall review the selection and qualifications
of the independent public accountants employed from time to time to audit the
financial statements of the corporation and the scope and adequacy of their
audits. The Committee shall also consider recommendations made by such
independent public accountants. The Committee may also make such review of the
internal financial audits of the corporation as it considers desirable and shall
report to the Board any additions or changes which it deems advisable. In the
absence or disqualification of any member of the Committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors who is not an employee of the corporation to act at the
meeting in the place of any such absent or disqualified member.
(e) EMPLOYEE BENEFITS COMMITTEE. The Board of Directors, by
resolution adopted by a majority of the whole Board, may designate three (3) or
more individuals, any or all of whom may be non-director employees of the
Company, to constitute an Employee Benefits Committee. The Committee shall
select, retain or remove the investment managers, advisors, consultants and
persons otherwise employed by the Company as named fiduciaries under the
Company's employee benefit plans, which actions it shall report to the Board of
Directors. The Committee shall review the performance of the trustee or
trustees, investment managers, advisors and consultants under said plans with
respect to the investment of plan assets. The Committee shall be responsible
for the administration of the Company's employee benefit plans and, in
fulfilling that responsibility, may delegate to others, whether Company
employees or otherwise, specific assignments in administering the plans.
(f) NOMINATING COMMITTEE. The Board of Directors, by resolution
adopted by a majority vote of the whole Board, may designate two or more
Directors to constitute a Nominating Committee. This Committee shall establish
procedures for the receipt and evaluation of suggestions of candidates for
membership on the Board of Directors and shall make recommendations to the Board
concerning nominees for such membership. The Committee may evaluate the various
committees of the Board and make recommendations to the Board of Directors
concerning the number, size, membership and responsibilities of such committees.
The Committee may also make recommendations to the Board of Directors concerning
the number of Directors to serve on the Board and may establish standards for
evaluation of the performance of the Directors in order to make recommendations
with regard thereto.
(g) FINANCE COMMITTEE. The Board of Directors, by resolution adopted
by a majority of the whole Board, may designate two or more directors to
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constitute a Finance Committee and one or more directors as alternate members
thereof. The duties and responsibilities of the Finance Committee shall be to
review, upon the request of the Chairman or the President, management's
proposals with respect to: the corporation's debt and equity financing;
recommendations to the Board with respect to dividend policy and payments;
acquisitions and divestitures exceeding the standing authority management has by
virtue of the resolution dated December 10, 1993, or its successors;
recommendations to the Board concerning the corporation's investment portfolio;
the corporation's real estate investments; and other financing and investment
matters.
SECTION 10. CONSENT IN LIEU OF MEETING. Unless otherwise
restricted by the Certificate of Incorporation or these by-laws, any action
required or permitted to be taken at any meeting of the Board of Directors or
any committee thereof may be taken without a meeting if all members of the Board
or committee thereof, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of the proceedings of the Board
or committee.
SECTION 11. COMPENSATION. Directors who are also full time
employees of the corporation shall not receive any compensation for their
services as Directors but they may be reimbursed for reasonable expenses of
attendance. By resolution of the Board of Directors, all other Directors may
receive, as compensation for their services any combination of: an annual fee;
a fee for each meeting attended; shares of stock; or other forms of
compensation; together with reimbursement of expenses of attendance, if any, at
each regular or special meeting of the Board of Directors or any committee of
the Board of Directors; provided, that nothing herein contained shall be
construed to preclude any Director from serving the corporation in any other
capacity and receiving compensation therefor.
SECTION 12. MEETING BY CONFERENCE TELEPHONE. Unless otherwise
restricted by the Certificate of Incorporation, members of the Board of
Directors or any committee designated by such Board may participate in a meeting
of such Board or committee by means of conference telephone or similar
communication equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant hereto
shall constitute presence in person at such meeting. Unless otherwise required
by law, no notice shall be required if a quorum of the Board or any committee is
participating.
ARTICLE IV
OFFICERS
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SECTION 1. NUMBER. The officers of the corporation shall be a
chairman, vice chairman, president, chairman of the Executive Committee, one or
several vice presidents or executive vice presidents (the number thereof to be
determined by the Board of Directors), one or several of the vice presidents may
be designated "senior vice president" by the Board of Directors and one of whom
may be elected as chief financial officer of the corporation, a treasurer, a
controller, a secretary, and other such officers as may be elected in accordance
with the provisions of this article. Any two or more offices may be held by the
same person.
SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the
corporation shall be elected annually by the Board of Directors at the first
meeting of the Board of Directors held after each annual meeting of
stockholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as conveniently may be.
Vacancies may be filled or new offices created and filled at any meeting of the
Board of Directors. Each officer shall hold office until his successor shall
have been duly elected and shall have qualified or until his death or until he
shall resign or shall have been removed in the manner hereinafter provided.
SECTION 3. REMOVAL. Any officer or agent elected or appointed by
the Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.
SECTION 4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
SECTION 5. CHAIRMAN. The chairman shall preside at all meetings of
the stockholders, and of the Board of Directors; and in the absence of the
president and of the chairman of the Executive Committee shall also preside at
all meetings of the Executive Committee; the chairman shall provide leadership
to the Board in reviewing and advising upon matters which exert major influence
on the manner in which the corporation's business is conducted; he/she shall act
in an advisory capacity to the president in all matters concerning the interest
and management of the corporation; and he shall perform such other duties as may
be conferred by law or assigned to him by the Board of Directors. The chairman
shall, in the event of the absence or the disability of the president, assume
all duties and responsibilities of that office. The chairman may sign, with the
secretary or other proper officer of the corporation thereunto authorized by the
Board of Directors, stock certificates of the corporation, any deeds, mortgages,
bonds, contracts, or other instruments, except in cases where the signing or
execution thereof shall be expressly delegated by the Board of Directors or by
these by-laws to some other officer or agent of the corporation, or shall be
required by law to be otherwise signed or executed. The chairman may also
execute
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proxies on behalf of the corporation with respect to the voting of any shares of
stock owned by the corporation. He shall have the power to appoint agents or
employees as in his judgment may be necessary or appropriate for the transaction
of the business of the corporation, and in general shall perform all duties
incident to the office of chairman, and such other duties as may be prescribed
by the Board of Directors.
SECTION 7. PRESIDENT. The president shall be the chief executive
officer of the corporation and shall have general supervision over all of the
affairs of the corporation and shall determine and administer the policies of
the corporation as established by the Board of Directors or by the Executive
Committee. The president shall undertake and faithfully discharge such duties
as assigned by the Board or by the Executive Committee and shall administer the
policies of the Company as established by the Board or by the Executive
Committee. In the absence of the chairman, the president shall preside at all
meetings of the stockholders and of the Board and shall perform the duties and
exercise the authority of the chairman. In the absence of the chairman of the
Executive Committee, the president shall preside at all meetings of the
Executive Committee. The president may sign, with the secretary or other proper
officer of the corporation thereunto authorized by the Board, stock certificates
of the Company, any deeds, mortgages, bonds, contracts or other instruments,
except in cases where the signing or execution thereof shall be expressly
delegated by the Board or by these by-laws to some other officer or agent of the
Company, or shall be required by law to be otherwise signed or executed. The
president may also execute proxies on behalf of the Company with respect to the
voting of any shares of stock owned by the Company. The president shall have the
power to appoint agents or employees as in his/her judgment may be necessary or
appropriate for the transaction of the business of the Company and in general
shall perform all duties incident to the office of president, and such other
duties as may be prescribed by the Board.
SECTION 8. CHAIRMAN OF THE EXECUTIVE COMMITTEE. The chairman of
the Executive Committee shall preside at all meetings of the Executive
Committee; in the absence of the chairman and vice chairman, he shall preside at
all meetings of the stockholders and the Board of Directors; he shall act in an
advisory capacity to the chairman in all matters concerning the interest and
management of the corporation, and he shall perform such other duties as may be
assigned to him by the Board of Directors, the Executive Committee or the
chairman. In the event of the absence or disability of the chairman and vice
chairman, he shall assume all the duties and responsibilities of the office of
the chairman. The chairman of the Executive Committee may sign, with the
secretary or other proper officer of the corporation thereunto authorized by the
Board of Directors, stock certificates of the corporation, any deeds, mortgages,
bonds, contracts, or other instruments delegated by the Board of Directors or by
these by-laws to some other officer or agent of the corporation, or shall be
required by law to be otherwise signed or executed. The chairman of the
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Executive Committee may also execute proxies on behalf of the corporation with
respect to the voting of any shares of stock owned by the corporation.
SECTION 9. EXECUTIVE VICE PRESIDENT(S). The executive vice
president or executive vice presidents (if elected by the Board of Directors)
shall perform such duties not inconsistent with these by-laws as may be assigned
to him or them by the chairman or the Board of Directors. In the event of
absence or disability of the chairman, and vice chairman and chairman of the
Executive Committee, the executive vice president (or in the event there be more
than one, the executive vice president determined in the order of election)
shall assume all the duties and responsibilities of the office of the chairman.
SECTION 10. CHIEF FINANCIAL OFFICER. The chief financial officer
(if elected by the Board of Directors) shall have general supervision over the
financial affairs of the corporation.
SECTION 11. THE VICE PRESIDENT(S). The Board of Directors may
designate any vice president as a senior vice president. In the event of
absence or disability of the chairman and vice chairman, the chairman of the
Executive Committee and all executive vice presidents, the senior vice
president(s) or the vice president(s) in the order of election, shall assume all
the duties and responsibilities of the office of the chairman. Any senior vice
president or any vice president may sign, with the secretary or an assistant
secretary, stock certificates of the corporation; and shall perform such other
duties as from time to time may be assigned to him by the chairman or by the
Board of Directors. In general, the vice president (or vice presidents,
including the senior vice president or senior vice presidents) shall perform
such duties not inconsistent with these by-laws as may be assigned to him (or
them) by the chairman, the executive vice presidents or by the Board of
Directors.
SECTION 12. THE TREASURER. If required by the Board of Directors,
the treasurer shall give a bond for the faithful discharge of his duties in such
sum and with such surety or sureties as the Board of Directors shall determine.
He shall: (a) have charge and custody of and be responsible for all funds and
securities of the corporation; receive and give receipts for monies due and
payable to the corporation from any source whatsoever, and deposit all such
monies in the name of the corporation in such banks, trust companies or other
depositaries as shall be selected in accordance with the provisions of Article
VI of these by-laws; (b) in general perform all duties incident to the office of
treasurer and such other duties not inconsistent with these by-laws as from time
to time may be assigned to him by the Board of Directors, or by the chairman, or
any vice president designated for such purpose by the chairman.
SECTION 13. THE SECRETARY. The secretary shall: (a) keep the
minutes of the stockholders' and the Board of Directors' meetings in one or more
books provided
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for that purpose; (b) see that all notices are duly given in accordance with the
provisions of these by-laws or as required by law; (c) be custodian of the
corporate records and of the seal of the corporation and see that the seal of
the corporation is affixed to all stock certificates prior to the issue thereof
and to all documents, the execution of which on behalf of the corporation under
its seal is required; (d) keep a register of the post office address of each
stockholder which shall be furnished to the secretary by such stockholder; (e)
sign with a vice president, or the chairman, stock certificates of the
corporation, the issue of which shall have been authorized by resolution of the
Board of Directors; (f) have general charge of the stock transfer books of the
corporation; (g) act as secretary at all meetings of the Executive Committee;
and (h) in general perform all duties incident to the office of secretary and
such other duties not inconsistent with these by-laws as from time to time may
be assigned to him by the chairman or by the Board of Directors.
SECTION 14. THE CONTROLLER. The controller shall provide guidance
and evaluation with respect to the corporation's accounting and related
functions, control and procedures systems, budget programs, and coordinate same
on a divisional and overall corporate level. The controller shall report to
such officer or officers of the corporation and perform such other duties
incident to the office of controller as may be prescribed from time to time by
the chairman, chief financial officer, or by the Board of Directors.
SECTION 15. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The
chairman may appoint one or more assistant treasurers and one or more assistant
secretaries who shall serve as such until removed by the chairman or the Board
of Directors. The assistant treasurers may be required to give bonds for the
faithful discharge of their duties in such sums and with such sureties as the
chairman shall determine. The assistant treasurers and assistant secretaries,
in general, shall perform such duties as shall be assigned to them by the
treasurer or the secretary, respectively, or by the chairman, but shall not be
considered to be officers of the corporation solely by reason of such
appointments or titles.
SECTION 16. APPOINTIVE PRESIDENTS AND VICE PRESIDENTS. The chairman
may from time to time designate employees of the corporation who are managing
one or several groups, divisions, or other operations of the corporation as
"President", "Vice President", or similar title, which employees shall not be
considered to be officers of the corporation solely by reason of such
appointments or titles. The chairman shall report such appointments to the
Compensation Committee at least annually.
SECTION 17. SALARIES. The salaries of the officers shall be fixed
from time to time by the Board of Directors on a monthly basis and no officer
shall be prevented from receiving such salary by reason of the fact that he is
also a Director of the corporation.
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ARTICLE V
INDEMNIFICATION OF OFFICERS, DIRECTORS
EMPLOYEES AND AGENTS
SECTION 1. NON-DERIVATIVE ACTIONS AND CRIMINAL PROSECUTIONS. To
the extent permitted by applicable law from time to time in effect, the
corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that he
is or was a Director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a Director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
SECTION 2. DERIVATIVE ACTIONS. The corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a Director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a Director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless and only to
the extent that the court in which such action or suit was brought shall
determine upon application that despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.
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SECTION 3. RIGHT TO INDEMNIFICATION. To the extent that a
Director, officer, employee or agent of the corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in Sections 1 and 2 of this Article, or in defense of any claim, issue or matter
therein, he shall be indemnified by the corporation against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
SECTION 4. WHERE NO ADJUDICATION. Any indemnification under
Sections 1 and 2 of this Article (unless ordered by a court) shall be made by
the corporation only as authorized in the specific case upon a determination
that indemnification of the Director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct set
forth in said Sections 1 and 2. Such determination shall be made (i) by the
Board of Directors by a majority vote of a quorum consisting of Directors who
were not parties to such action, suit or proceeding, or (ii) if such a quorum is
not obtainable, or, even if obtainable and a quorum of disinterested Directors
so directs, by independent legal counsel (compensated by the corporation) in a
written opinion, or (iii) by the stockholders.
SECTION 5. EXPENSES. Expenses incurred in defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding as authorized by the
Board of Directors in the specific case upon receipt of an undertaking by or on
behalf of the Director, officer, employee or agent to repay such amount unless
it shall ultimately be determined that he is entitled to be indemnified by the
corporation as authorized in this Article.
SECTION 6. NON-EXCLUSIVE. The indemnification provided by this
Article shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any by-law, agreement, vote of
stockholders or disinterested Directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, 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 a person.
SECTION 7. INSURANCE. The corporation may purchase and maintain
insurance on behalf of any person who is or was a Director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a Director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability under the provisions of this Article or of applicable
law.
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ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of any on behalf of the corporation, and such
authority may be general or confined to specific instances.
SECTION 2. LOANS. No loans shall be contracted on behalf of the
corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation, shall be signed by such officer or officers, agent or
agents of the corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
SECTION 4. DEPOSITS. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositaries as the Board of Directors
may select.
ARTICLE VII
STOCK CERTIFICATES
SECTION 1. STOCK CERTIFICATES. Certificates representing shares of
stock of the corporation shall be in such form as may be determined by the Board
of Directors, shall be numbered and shall be entered in the books of the
corporation as they are issued. They shall exhibit the holder's name and number
of shares and shall be signed by the chairman, the chairman of the Executive
Committee, or a vice president and the treasurer or an assistant treasurer or
the secretary or an assistant secretary, and shall be sealed with the seal of
the corporation. If a stock certificate is countersigned (a) by a transfer
agent other than the corporation or its employee, or (b) by a registrar other
than the corporation or its employee, any other signature on the certificate may
be a facsimile. In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before such certificate
is issued,
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it may be issued by the corporation with the same effect as if he were such
officer, transfer agent or regis-trar at the date of issue.
SECTION 2. LOST CERTIFICATES. The Board of Directors may from time
to time make such provision as it deems appropriate for the replacement of lost,
stolen or destroyed stock certificates, including the requirement to furnish an
affidavit and an indemnity.
SECTION 3. TRANSFERS OF STOCK. Upon surrender to the corporation
or the transfer agent of the corporation of a stock certificate duly endorsed or
accompanied by proper evidence of succession, assignment of authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon the books of the corporation. The person in whose name shares
of stock stand on the books of the corporation shall be deemed the owner thereof
for all purposes as regards the corporation.
SECTION 4. TRANSFER AGENTS AND REGISTRARS. The Board of Directors
may appoint one or more transfer agents and registrars and may thereafter
require all stock certificates to bear the signature of a transfer agent and
registrar.
SECTION 5. RULES OF TRANSFER. The Board of Directors shall have
the power and authority to make all such rules and regulations as they may deem
expedient concerning the issue, transfer and registration of stock certificates
of the corporation.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of
January in each year and end on the thirty-first of December in each year.
ARTICLE IX
DIVIDENDS
The Board of Directors may from time to time, declare, and the
corporation may pay, dividends on its outstanding shares of stock in the manner
and upon the terms and conditions provided by law and its Certificate of
Incorporation.
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ARTICLE X
SEAL
The Board of Directors shall provide a corporate seal which shall be
in the form of a circle and shall have inscribed thereon the name of the
corporation and the words "Corporate Seal, Delaware".
ARTICLE XI
WAIVER OF NOTICE
Whenever any notice whatever is required to be given under the
provisions of these by-laws or under the provisions of the Certificate of
Incorporation or under the provisions of The General Corporation Law of
Delaware, waiver thereof in writing, signed by the person or persons entitled to
such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice. Attendance of any person at a meeting
for which any notice whatever is required to be given under the provisions of
these by-laws, the Certificate of Incorporation or The General Corporation Law
of Delaware shall constitute a waiver of notice of such meeting, except when the
person attends for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened.
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