Exhibit 3.3
Revised as of February 17, 1999
MOTOROLA, INC.
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BYLAWS
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ARTICLE I
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Offices and Corporate Seal
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The registered office of the Corporation required by the Delaware General
Corporation Law shall be 1209 Orange Street, Wilmington, Delaware, 19801, and
the address of the registered office may be changed from time to time by the
Board of Directors.
The principal business office of the Corporation shall be located in the
Village of Schaumburg, County of Cook, State of Illinois. The Corporation may
have such other offices, either within or without the State of Illinois, as the
Board of Directors may designate or as the business of the Corporation may
require from time to time.
The registered office of the Corporation required by the Illinois Business
Corporation Act may be, but need not be, the same as its place of business in
the State of Illinois, and the address of the registered office may be changed
from time to time by the Board of Directors.
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the Corporation
and the state of incorporation and the words "Corporate Seal".
ARTICLE II
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Board of Directors
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Section 1. General Powers. The business and affairs of the Corporation
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shall be managed by, or under the direction of, its Board of Directors.
Section 2. Number, Tenure and Qualifications. The number of directors of
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the Corporation shall be sixteen (16), or such other number fixed from time to
time by the Board of Directors. Each director shall hold office until his
successor shall have been elected and qualified, or until his earlier death or
resignation.
Section 3. Vacancies. Any vacancy occurring in the Board of Directors,
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including a vacancy created by an increase in the number of directors, may be
filled for the remainder of the unexpired term by the affirmative vote of a
majority of the directors then in office although less than a quorum.
Section 4. Compensation. Directors who also are employees of the
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Corporation shall not receive any additional compensation for services on the
Board of Directors. By resolution of the Board of Directors, a fixed sum may be
allowed directors who are not employees of the Corporation for attendance at
each regular or special meeting of the Board of Directors or any committee of
the Board of Directors, and by resolution of the Board of Directors an
additional fixed fee may be allowed directors who are not employees of the
Corporation in consideration of other services and continuous interest and study
of the affairs of the Corporation. Travel and other expenses actually incurred
may be allowed all directors for attendance at each regular or special meeting
of the Board of Directors or at any meeting of a committee of the Board of
Directors or in connection with their other services to the Corporation.
Nothing herein contained shall be construed to preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.
Section 5. Committees of Directors. The Board of Directors may, by
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resolution passed by a majority of the whole Board, designate one or more
committees. Each committee shall consist of one or more of the directors of the
Corporation, as selected by the Board of Directors, and the Board of Directors
shall also designate a chairman of each committee and the members of each
committee shall designate a person to act as secretary of the committee to keep
the minutes of, and serve the notices for, all meetings of the committee and
perform such other duties as the committee may direct. Such person may, but
need not be a member of the committee. Any such committee, to the extent
provided in a resolution of the Board of Directors, shall have and may exercise
all the powers and authority of
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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 and
authority of the Board of Directors in reference to amending the Certificate of
Incorporation, adopting an agreement of merger or consolidation under Section
251 or 252 of the Delaware General Corporation Law, recommending to the
shareholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the shareholders a
dissolution of the Corporation or a revocation of a dissolution, or amending the
Bylaws of the Corporation, and, unless the resolution expressly so provides, no
such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock or to adopt a certificate of ownership and
merger pursuant to Section 253 of the Delaware General Corporation Law. Each
committee of the Board of Directors may establish its own rules of procedure.
Except as otherwise specified in a resolution designating a committee, one-third
of the members of a committee shall be necessary to constitute a quorum of that
committee for the transaction of business and the act of a majority of committee
members present at a meeting at which a quorum is present shall be the act of
the committee.
Section 6. Validity of Contracts. No contract or other transaction
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entered into by the Corporation shall be affected by the fact that a director or
officer of the Corporation is in any way interested in or connected with any
party to such contract or transaction, or himself is a party to such contract or
transaction, even though in the case of a director the vote of the director
having such interest or connection shall have been necessary to obligate the
Corporation upon such contract or transaction; provided, however, that in any
such case (i) the material facts of such interest are known or disclosed to the
directors or shareholders and the contract or transaction is authorized or
approved in good faith by the shareholders or by the Board of Directors or a
committee thereof through the affirmative vote of a majority of the
disinterested directors (even though not a quorum), or (ii) the contract or
transaction is fair to the Corporation as of the time it is authorized, approved
or ratified by the shareholders, or by the Board of Directors, or by a committee
thereof.
ARTICLE III
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Shareholders' Meetings
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Section 1. Place of Meetings. The Board of Directors may designate any
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place, either within or without the State of Delaware, as the place of meeting
for any annual meeting or for any special meeting called by the Board of
Directors. If no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the principal business office of the
Corporation in the State of Illinois.
Section 2. Annual Meetings. The annual meeting of the shareholders shall
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be held on the first Tuesday in the month of May in each year, at the hour of
5:00 o'clock P.M., or at such other day and hour as may be fixed by or under the
authority of the Board of Directors, for the purpose of electing directors and
for the transaction of such other business as may come before the meeting. If
the day fixed for the annual meeting shall be a legal holiday in the state where
the meeting is to be held, such meeting shall be held on the next succeeding
business day. If the election of directors shall not be held on the day
designated herein for the annual meeting of the shareholders, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of the shareholders as soon thereafter as is convenient.
Section 3. Special Meetings. Special meetings of the shareholders, for
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any purpose or purposes, unless otherwise prescribed by statute, may be called
by the Chairman of the Board or by the Board of Directors.
Section 4. Voting - Quorum. Each outstanding share, regardless of class,
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shall be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders, except to the extent that the voting rights of any class or
classes are enlarged, limited or denied by the Certificate of Incorporation or
in the manner therein provided. A majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. If a quorum is present, the affirmative vote of a majority of the
shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the shareholders, except that directors shall be elected by
a plurality of the votes of the shares represented at the meeting and entitled
to vote on the election of directors, except as otherwise required by Delaware
law, the Certificate of Incorporation, or these Bylaws. No matter shall be
considered at a meeting of shareholders except upon a motion duly made and
seconded. If less than a majority of the outstanding shares are represented at
a meeting, a majority of the shares so represented may adjourn the meeting from
time to time without further notice. 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 called.
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Section 5. Adjournment of Meetings. If less than a majority of the
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outstanding shares are represented at a meeting of the shareholders, a majority
of the shares so represented may adjourn the meeting from time to time without
further notice. The chairman of a meeting of the shareholders may adjourn the
meeting from time to time without further notice, whether or not less than a
majority of the outstanding shares are represented at the meeting. No notice of
the time and place of adjourned meetings need be given except as required by
law. In no event shall the public announcement of an adjournment of any meeting
of the shareholders commence a new time period for the giving of shareholder
notice of nominations or proposals for other business as described in Section 13
of Article III. 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 called.
Section 6. Proxies. At all meetings of shareholders, a shareholder may
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vote by proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. No proxy shall be valid after three years from the date of
its execution, unless otherwise provided in the proxy.
Section 7. Notice of Meetings. Written notice stating the place, day and
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hour of the meeting 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
days (twenty days if the shareholders are to approve a merger or consolidation
or a sale, lease or exchange of all or substantially all the Corporation's
assets) nor more than sixty days before the date of the meeting, either
personally or by mail, by or at the direction of the Chairman of the Board, or
the Secretary, or the officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be given when deposited in the United States mail, addressed
to the shareholder at his address as it appears on the records of the
Corporation, with postage thereon prepaid.
Section 8. Postponement of Meetings. Any previously scheduled meeting of
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the shareholders may be postponed by resolution of the Board of Directors upon
public notice given prior to the time previously scheduled for such meeting of
the shareholders. In no event shall the public announcement of a postponement
of any previously scheduled meeting of the shareholders commence a new time
period for the giving of shareholder notice of nominations or proposals for
other business as described in Section 13 of Article III.
Section 9. Cancellation of Meetings. Any special meeting of the
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shareholders may be canceled by resolution of the Board of Directors upon public
notice given prior to the time previously scheduled for such meeting of the
shareholders.
Section 10. Voting Lists. The officer or agent having charge of the stock
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ledger of the Corporation shall make, at least ten days before each meeting of
shareholders, a complete list of the shareholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each; which list, for a period of
ten days prior to such meeting, shall be kept at the place where the meeting is
to be held, or at another place within the city where the meeting is to be held,
which other place shall be specified in the notice of meeting and the list shall
be subject to inspection by any shareholder for any purpose germane to the
meeting, 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. The
original stock ledger shall be prima facie evidence as to who are the
shareholders entitled to examine such list or ledger or to vote at any meeting
of shareholders.
Section 11. Fixing of Record Date. For the purpose of determining
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shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or 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 of the Corporation 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, in case of a meeting of shareholders, not less than
ten days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. If no record date is fixed for
the determination of shareholders entitled to notice of or to vote at a meeting
of shareholders, or shareholders entitled to receive payment of a dividend, the
close of business on the date next preceding the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this Section, such determination shall apply to any adjournment thereof;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.
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Section 12. Voting of Shares by Certain Holders. Neither treasury shares
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nor shares of the Corporation held by another corporation, if a majority of the
shares entitled to vote in the election of directors of such other corporation
is held, directly or indirectly, by the Corporation, shall be entitled to vote
or to be counted for quorum purposes. Nothing in this paragraph shall be
construed as limiting the right of the Corporation to vote its own stock held by
it in a fiduciary capacity.
Shares standing in the name of another corporation, domestic or foreign,
may be voted in the name of such corporation by any officer thereof or pursuant
to any proxy executed in the name of such corporation by any officer of such
corporation in the absence of express written notice filed with the Secretary
that such officer has no authority to vote such shares.
Shares held by an administrator, executor, guardian, conservator, trustee
in bankruptcy, receiver or assignee for creditors may be voted by him, either in
person or by proxy, without a transfer of such shares into his name. Shares
standing in the name of a fiduciary may be voted by him, either in person or by
proxy.
A shareholder whose shares are pledged shall be entitled to vote such
shares unless in the transfer by the pledgor on the books of the Corporation the
pledgor has expressly empowered the pledgee to vote thereon, in which case only
the pledgee, or his proxy, may represent such stock and vote thereon.
Section 13. Advance Notice of Shareholder Nominations and Proposals for
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other Business. Nominations of persons for election to the Board of Directors
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and the proposal of business to be transacted by the shareholders may be made at
an annual or special meeting of the shareholders only (a) pursuant to the
Corporation's notice with respect to such meeting, (b) by or at the direction of
the Board of Directors or (c) by any shareholder of the Corporation who was a
shareholder of record on the record date set with respect to such meeting (as
provided for in Section 11 of Article III), who is entitled to vote at the
meeting and who has complied with the notice procedures set forth in this
Section 13. For nominations or proposals for other business to be properly
brought before an annual or special meeting by a shareholder pursuant to clause
(c) above, the shareholder must give timely notice thereof in writing to the
Secretary of the Corporation and such business must be a proper matter for
shareholder action under the Delaware General Corporation Law and a proper
matter for consideration at such meeting under the Certificate of Incorporation
and these Bylaws. For such notice to be timely, it must be delivered to the
Secretary at the principal business office of the Corporation not earlier than
the 120th day prior to the date of such meeting and (a) in the case of an annual
meeting of shareholders, at least 45 days before the date on which the
Corporation first mailed its proxy materials for the prior year's annual meeting
of shareholders and (b) in the case of a special meeting, not later than the
close of business on the later of (i) the 60th day prior to the date of such
meeting or (ii) the 10th day following the day on which public announcement of
the date of such meeting is first made. If such shareholder notice relates to a
proposal by such shareholder to nominate one or more persons for election or re-
election as a director, it shall set forth all information relating to each such
person that is required to be disclosed in solicitations of proxies for election
of directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")
(including, if and to the extent so required, such person's written consent to
being named in the proxy statement as a nominee and to serving as a director if
elected). If such shareholder notice relates to any other business that the
shareholder proposes to bring before the meeting, it shall set forth a brief
description of such business, the reasons for conducting such business at the
meeting and any material interest in such business of such shareholder and the
beneficial owner, if any, on whose behalf the proposal is made. Each such
notice shall also set forth as to the shareholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or proposal is made (i)
the name and address of such shareholder, as they appear on the Corporation's
books, and of such beneficial owner and (ii) the class and number of shares of
capital stock of the Corporation which are owned beneficially and of record by
such shareholder and such beneficial owner. Persons nominated by shareholders
to serve as directors of the Corporation who have not been nominated in
accordance with this Section 13 shall not be eligible to serve as directors.
Only such business shall be conducted at an annual or special meeting of
shareholders as shall have been brought before the meeting in accordance with
this Section 13. The chairman of the meeting shall determine whether a
nomination or any business proposed to be transacted by the shareholders has
been properly brought before the meeting and, if any proposed nomination or
business has not been properly brought before the meeting, the chairman shall
declare that such proposed business or nomination shall not be presented for
shareholder action at the meeting. For purposes of this Section 13, "public
announcement" shall mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press or a comparable national news service.
Notwithstanding any provision in this Section 13 to the contrary, requests for
inclusion of proposals in the Corporation's proxy statement made pursuant to
Rule 14a-8 under the Exchange Act shall be deemed to have been delivered in a
timely manner if delivered in accordance with such Rule. Notwithstanding
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compliance with the requirements of this Section 13, the chairman presiding at
any meeting of the shareholders may, in his sole discretion, refuse to allow a
shareholder or shareholder representative to present any proposal which the
Corporation would not be required to include in a proxy statement under any rule
promulgated by the Securities and Exchange Commission.
ARTICLE IV
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Board of Directors' Meetings
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Section 1. Annual Meetings. An annual meeting of the Board of Directors
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shall be held without other notice than this Bylaw immediately after, and at the
same place as, the annual meeting of shareholders.
Section 2. Special Meetings. Special meetings of the Board of Directors
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may be called by or at the request of the Chairman of the Board 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 the State of
Delaware, as the place for holding any special meeting of the Board of Directors
called by them.
Section 3. Notice. Except as set forth in the next sentence, notice of
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any special meeting shall be given at least 24 hours prior to the meeting by
written notice delivered or given personally (including by phone) or by mail or
telegram or other written communication to each director at his business address
or residence. If, however, the meeting is called by or at the request of the
Chairman of the Board and if the Chairman of the Board decides that unusual and
urgent business is to be transacted at the meeting (which decision shall be
conclusively demonstrated by his giving notice of the meeting less than 24 hours
prior to the meeting), then at least 2 hours' prior notice shall be given. If
notice is given by telegram or courier, such notice shall be deemed to be given
when the telegram is delivered to the telegraph company or courier company and
any personal notice shall be deemed given when given. Any director may waive
notice of any meeting. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting and objects thereat to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.
Section 4. Quorum. One-third of the number of directors fixed by, or
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pursuant to, Section 2 of Article II shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors, but if less
than such one-third is present at a meeting, a majority of the directors present
may adjourn the meeting from time to time without further notice.
Section 5. Manner of Acting. The act of the majority of the directors
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present at a meeting at which a quorum is present shall be the act of the Board
of Directors.
Section 6. Presumption of Assent. A director of the Corporation who is
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present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent is entered in the minutes of the meeting or unless he files his
written dissent to such action with the person acting as the secretary of the
meeting before the adjournment thereof or forwards such dissent by registered
mail to the Secretary of the Corporation immediately after the adjournment of
the meeting. Such right to dissent shall not apply to a director who voted in
favor of such action.
Section 7. Action by Directors Without a Meeting. Any action required to
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be taken at a meeting of directors, or at a meeting of a committee of directors,
or any other action which may be taken at a meeting, may be taken without a
meeting if a consent in writing setting forth the action so taken shall be
signed by all of the directors or members of the committee thereof entitled to
vote with respect to the subject matter thereof and filed with the minutes of
proceedings of the Board of Directors or committee and such consent shall have
the same force and effect as a unanimous vote.
Section 8. Participation in a Meeting by Telephone. Members of the Board
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of Directors or any committee of directors may participate in a meeting of such
Board or committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participating in a meeting pursuant to this Section 8 shall
constitute presence in person at such meeting.
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ARTICLE V
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Officers and Chairman of the Board
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Section 1. Number, Election, Appointment, Removal, Vacancy. The elected
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officers of the Corporation shall be aChairman, a Chief Executive Officer (the
Chairman and the Chief Executive Officer may be one person), a President, one or
more Vice Presidents, a Chief Financial Officer, a Treasurer, a Secretary and a
Controller, each of whom shall be elected by the Board of Directors. The
appointed officers of the Corporation shall be one or more Assistant Treasurers
and Assistant Secretaries, each of whom shall be appointed by the Chief
Executive Officer and shall serve at his pleasure. The Board of Directors may
designate one or more Vice Presidents as Senior Executive Vice President, one or
more Vice Presidents as Executive Vice President and one or more Vice Presidents
as Senior Vice President. Such other officers as may be necessary, including
one or more Vice Chairmen of the Board, one or more Officers of the Board and a
Chairman of the Executive Committee may be elected by the Board of Directors.
Any two or more offices may be held by the same person, except the offices of
President and Secretary, and the offices of President and Vice President. The
elected 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 the shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as convenient.
Each elected officer shall hold office until his successor shall have been duly
elected or until his death or until he shall resign or shall have been removed
in the manner hereinafter provided. Any officer elected 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. Election shall not of itself create contract rights. A vacancy in any
elected 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 2. Chairman of the Board of Directors. At its first meeting after
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the annual meeting of shareholders, the Board of Directors shall elect one of
its own members to be the Chairman of the Board of Directors ("Chairman of the
Board"). The Chairman of the Board shall work with the Board of Directors to
define its structure, agenda and activities in order to fulfill its
responsibilities and shall work with senior management to help ensure that
matters for which management is responsible are appropriately reported to the
Board of Directors. He shall preside at all meetings of the shareholders and of
the Board of Directors and shall call and prescribe the content of such
meetings. The Chairman of the Board shall lead the Board of Directors in its
role of assessing the performance of the management of the Corporation. The
Chairman of the Board shall also counsel the members of the Chief Executive
Office, where appropriate, and shall perform such other duties as may be
prescribed by the Board of Directors from time to time. The Chairman of the
Board may designate one or more other directors to exercise the functions and to
have the authority of the Chairman of the Board during the absence or disability
of the Chairman of the Board and prior to any action by the Board of Directors
to fill any vacancy. The Board of Directors may remove or replace the Chairman
of the Board at any time and any vacancy in such position because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
Section 3. The Vice Chairman of the Board of Directors. The Vice Chairman
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of the Board of Directors ("Vice Chairman of the Board"), in the absence or
disability of the Chairman of the Board, shall preside at all meetings of the
shareholders and of the Board of Directors and shall perform such duties as may
be prescribed by the Board of Directors, the Chairman of the Board, the
President or a Senior Executive Vice President from time to time. If there are
two or more Vice Chairmen of the Board, they shall preside at meetings as
prescribed by the Chairman of the Board from time to time.
Section 4. Chief Executive Officer. The Chief Executive Officer ("CEO")
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shall be the senior executive officer of the Corporation and shall in general
supervise and control all the business and affairs of the Corporation. He shall
direct the policy of the Corporation; and he may delegate powers to any other
officer of the Corporation. Except where by law the signature of such other
officer is required, the CEO shall possess the same power as such other officer
to sign all certificates, contracts and other instruments and documents of the
Corporation which may be authorized by the Board of Directors or otherwise, and
shall possess the same power as such other officer to take any action authorized
by these Bylaws or by the Board of Directors or otherwise. He shall also
perform such duties as may be prescribed by the Board of Directors or by the
Chairman of the Board of Directors acting for the Board of Directors from time
to time.
Section 5. The President. The President, in the absence or disability of
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the CEO, shall exercise the functions and shall have the authority of the CEO.
The President may sign, with the Secretary or other proper
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officer of the Corporation thereunto authorized by the Board of Directors (if
the signature of the Secretary or such other officer is required), certificates
for shares of the Corporation, any deeds, mortgages, bonds, contracts, and other
instruments and documents which may be authorized by the Board of Directors or
otherwise, except in cases where the signing and execution thereof shall be
expressly delegated by the Board of Directors or by these Bylaws to some other
officer or agent of the Corporation, or shall be required by law to be otherwise
signed or executed; and in general, shall perform all duties incident to the
office of President and such other duties as may be prescribed by the Board of
Directors from time to time
Section 6. The Chairman of the Executive Committee, Senior Executive Vice
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Presidents, Executive Vice Presidents, Officers of the Board, Senior Vice
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Presidents and the Corporate Vice Presidents. The Chairman of the Executive
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Committee, Senior Executive Vice Presidents, Executive Vice Presidents, Officers
of the Board, Senior Vice Presidents and the Corporate Vice Presidents, in the
order designated by the Board of Directors or the Chairman of the Board, shall
exercise the functions and shall have the authority of the President during the
absence or disability of the President. The Chairman of the Executive
Committee, each Senior Executive Vice President, Executive Vice President,
Officer of the Board, Senior Vice President and Corporate Vice President shall
have such powers as may be designated and shall discharge such duties as may be
assigned to him from time to time by the Board of Directors or the Chief
Executive Office. In addition to the duties described in the prior sentence,
all these elected officers (except the Chairman of the Executive Committee) are
authorized to sign and execute all agreements, contracts, leases, bids,
proposals, deeds, assignments, powers of attorney, guarantee undertakings,
instruments, documents, claims, including claims against the United States of
America, and certifications of such claims, in the ordinary course of business
of the Corporation, and to redelegate that authority in writing to others;
provided, however, that only the CEO, the President, the Chief Financial Officer
and the Treasurer are authorized to perform those activities set forth in the
third sentence of the first paragraph of Article V, Section 7, of these Bylaws.
Section 7. The Secretary. The Secretary shall keep the minutes of all
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meetings of the Board of Directors and the minutes of all meetings of the
shareholders, in books provided by the Corporation for such purpose. He shall
attend to giving and serving of all notices of the Corporation whereby meetings
of the Board of Directors and shareholders are assembled. He shall provide
lists of shareholders and their addresses required to be prepared by the
provisions of any present or future statute of the State of Delaware. He may
sign, with any other officer, in the name of the Corporation, all contracts and
other instruments requiring the seal of the Corporation and may affix the seal
thereto. He shall have charge of such books and papers as the Board of
Directors may direct. He shall in general perform all of the duties which are
incident to the office of secretary of a corporation, subject at all times to
the direction and control of the Board of Directors.
Section 8. The Chief Financial Officer and the Treasurer. The Chief
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Financial Officer shall be the senior financial officer of the Corporation. The
Chief Financial Officer, the CEO, the President and the Treasurer shall each
individually have the power, which may be redelegated in writing, on behalf of
the Corporation, to borrow funds and to otherwise incur liabilities, to sell or
discount bills, receivables and other instruments and rights, to enter into and
deliver repurchase, credit, guarantee, surety, loan, interest rate, currency and
other agreements, which may contain covenants restricting the Corporation's
ability to take certain actions or require it to take certain actions, to sign
and deliver acceptances, notes and other obligations, to buy and sell foreign
exchange, whether for current or future delivery, or options on foreign
exchange, to purchase, sell, exchange or otherwise deal in stock or other
securities, to procure letters of credit, travelers' checks or similar
instruments, to open and close accounts with any banking institution or other
depository of funds, to sign, manually, by facsimile signature or otherwise,
checks, drafts or other orders for the payment of funds (which each such
institution is hereby authorized and directed to honor), to issue written,
telephonic, electronic or oral instructions for the transfer of funds by wire or
other electronic means or otherwise, to enter into agreements or documents with
any banking or financial institution with respect to any services, including,
without limitation, electronic services, and to do all things in connection with
any of these as any of them sees fit. The Chief Financial Officer, the CEO, the
President and the Treasurer shall each individually also have the power, which
may be redelegated in writing, on behalf of the Corporation, to guarantee, or to
act as surety with respect to, any of the obligations of any entity of which any
of the outstanding stock or securities is owned, directly or indirectly by the
Corporation. In addition, the Chief Financial Officer, as well as each of the
CEO, the President and the Treasurer, shall individually have the authority to
vote all shares or securities in any entity directly or indirectly owned by the
Corporation and to redelegate that authority in writing to others.
The Treasurer shall have the custody of all of the funds and securities of
the Corporation. He shall be empowered to endorse on behalf of the Corporation
all checks, notes or other obligations and evidences of the payment of money,
payable to the Corporation or coming into his possession, and shall deposit the
funds arising
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therefrom, together with all other funds of the Corporation, coming into his
possession, in such banks as may be selected as the depositories of the
Corporation, or properly care for them in such other manner as the Board of
Directors may direct. All checks and other instruments drawn on or payable out
of the funds of the Corporation and all bills, notes or other evidence of
indebtedness shall be signed by such officers and employees as the Board of
Directors may designate. Whenever required by the Board of Directors so to do,
he shall exhibit a complete and true statement of property in his possession,
custody or control. He shall provide for the entry regularly, in records
belonging to the Corporation, a full and accurate account of all money received
and paid on account of the Corporation, together with all other business
transactions. He shall, at all reasonable times within the hours of business,
exhibit his records and accounts to any director. He shall perform all duties
which are incident to the office of treasurer of a corporation, subject,
however, at all times to the direction and control of the Board of Directors. If
the Board of Directors shall so require, he shall give bond, in such sum and
with such securities as the Board of Directors may direct, for the faithful
performance of his duties and for the safe custody of the funds and property of
the Corporation coming into his possession.
Section 9. The Controller. The Controller shall be the Chief Accounting
--------- --------------
Officer of the Corporation and shall: (a) keep, or cause to be kept, correct
and complete books and records of account, including full and accurate accounts
of receipt and disbursements in books belonging to the Corporation; and (b) in
general, perform all duties incident to the office of Controller and such other
duties as from time to time may be assigned to him by the Chairman of the Board
or by the Board of Directors. In addition, the Controller, the Chief Financial
Officer and the Treasurer shall each individually be authorized to sign powers
of attorney on behalf of the Corporation and to appoint agents and attorneys to
represent the Corporation in dealings before or with the Bureau of Customs.
Section 10. Statutory Duties. Each respective officer shall discharge any
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and every duty, appertaining to his respective office, which is imposed on such
officer by the provisions of any present or future statute of the State of
Delaware.
Section 11. Delegation of Duties. In case of the absence of any officer
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of the Corporation, the Chairman of the Board or the Board of Directors may
delegate, for the time being, the duties of such officer to any other officer or
to any director.
Section 12. Salaries. The salaries of the officers and the Chairman of
---------- --------
the Board shall be fixed from time to time by the Board of Directors unless such
authority has been delegated by the Board of Directors, in which case, salaries
shall be fixed by the person, persons or committee to whom authority has been
delegated, subject to any limitations which may be contained in the resolution
delegating such authority. No officer shall be prevented from receiving such
salary by reason of the fact that he or she is also a director of the
Corporation.
Section 13. Assistant Treasurers and Assistant Secretaries. The CEO may
---------- ----------------------------------------------
appoint, from time to time, as he may see fit, and may (but shall not be
required to) fix the compensation of, one or more Assistant Treasurers and
Assistant Secretaries, each of whom shall hold office during the pleasure of the
CEO, and shall perform such duties as he may assign.
ARTICLE VI
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Certificates for Shares and Their Transfer
------------------------------------------
Section 1. Certificates for Shares. Certificates representing shares of
--------- -----------------------
the Corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the CEO or President, and by
the Treasurer or the Secretary. Any or all of the signatures 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, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent, or registrar at the date of issue.
All certificates for shares shall be consecutively numbered or otherwise
identified. The name and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue, shall be
entered on the stock ledger of the Corporation.
Section 2. Transfer of Certificate. Transfer of shares of the Corporation
--------- -----------------------
shall be made only upon the records of the Transfer Agent appointed for this
purpose, by the owner in person or by the legal representative of such owner
and, upon such transfer being made, the old certificates shall be surrendered to
the Transfer Agent who shall cancel the same and thereupon issue a new
certificate or certificates therefor. Whenever a transfer is made for
collateral security, and not absolutely, the fact shall be so expressed in the
recording of the transfer.
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Section 3. Transfer Agent and Registrar. The Board of Directors may
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appoint a transfer agent and registrar of transfers and thereafter may require
all stock certificates to bear the signature of such transfer agent and such
registrar of transfers. The signature of either the transfer agent or the
registrar, but not both, may be a facsimile.
Section 4. Registered Holder. The Corporation shall be entitled to treat
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the registered holder of any shares as the absolute owner thereof and,
accordingly, shall not be bound to recognize any equitable or other claim
thereto, or interest therein, on the part of any other person, whether or not it
shall have express or other notice thereof, save as expressly provided by the
statutes of the State of Delaware.
Section 5. Rules of Transfer. The Board of Directors also shall have the
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power and authority to make all such rules and regulations as they may deem
expedient concerning the issue, transfer and registration of the certificates
for the shares of the Corporation.
Section 6. Lost Certificates. Any person claiming a certificate for
--------- -----------------
shares of this Corporation to be lost or destroyed, shall make affidavit of the
fact and lodge the same with the Secretary of the Corporation, accompanied by a
signed application for a new certificate. Such person shall give to the
Corporation, to the extent deemed necessary by the Secretary or Treasurer, a
bond of indemnity with one or more sureties satisfactory to the Secretary, and
in an amount which, in his judgment, shall be sufficient to save the Corporation
from loss, and thereupon the proper officer or officers may cause to be issued a
new certificate of like tenor with the one alleged to be lost or destroyed. But
the Secretary may recommend to the Board of Directors that it refuse the
issuance of such new certificate in the event that the applicable provisions of
the Uniform Commercial Code are not met.
ARTICLE VII
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Contracts, Loans, Checks and Deposits
-------------------------------------
Section 1. Contracts. The Board of Directors may authorize, by these
--------- ---------
Bylaws or any resolution, any officer or officers, agent or agents, to enter
into any contract or execute and deliver any instrument in the name of and 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 evidences of indebtedness shall be issued in its name unless
authorized by these Bylaws or 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
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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 these Bylaws or a 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 depositories as the Board of Directors may
select.
ARTICLE VIII
------------
Books and Records
-----------------
Section 1. Location. Complete books and records of account together with
--------- --------
minutes of the proceedings of the meetings of the shareholders and Board of
Directors shall be kept. A record of shareholders, giving the names and
addresses of all shareholders, and the number and class of the shares held by
each, shall be kept by the Corporation at its registered office or principal
place of business in the State of Illinois or at the office of a Transfer Agent
or Registrar.
ARTICLE IX
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Notices
-------
Section 1. Manner of Notice. Whenever, under the provisions of the
--------- ----------------
Certificate of Incorporation or of the Bylaws of the Corporation or of the
statutes of the State of Delaware, notice is required to be given to a
shareholder, to a director or to an officer, it shall not be construed to mean
personal notice, unless expressly stated so to be. And any notice so required
(other than notice by publication) may be given in writing by depositing the
same in the United States mail, postage prepaid, directed to the shareholder,
director or officer, at his, or her, address as the same
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appears on the records of the Corporation, and the time when the same is mailed
shall be deemed the time of the giving of such notice.
Section 2. Waiver of Notice. Any shareholder, director or officer may, in
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writing, waive the giving and the mailing of any notice required to be given or
mailed either by and under the statutes of the State of Delaware or by and under
the Bylaws.
ARTICLE X
---------
Fiscal Year
-----------
Section 1. Fiscal Year. The fiscal year of the Corporation shall begin on
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the 1st day of January and terminate on the 31st day of December.
ARTICLE XI
----------
Emergency Bylaws
----------------
The Emergency Bylaws provided in this Article XI shall be operative upon
(a) the declaration of a civil defense emergency by the President of the United
States or by concurrent resolution of the Congress of the United States pursuant
to Title 50, Appendix, Section 2291 of the United States Code, or any amendment
thereof, or (b) upon a proclamation of a civil defense emergency by the Governor
of the State of Illinois which relates to an attack or imminent attack on the
United States or any of its possessions. Such Emergency Bylaws, or any
amendments to these Bylaws adopted during such emergency, shall cease to be
effective and shall be suspended upon any proclamation by the President of the
United States, or the passage by the Congress of a concurrent resolution, or any
declaration by the Governor of Illinois that such civil defense emergency no
longer exists.
Section 1. Board of Directors' Meetings. During any such emergency, any
--------- ----------------------------
meeting of the Board of Directors may be called by any officer of the
Corporation or by any director. Notice shall be given by such person or by any
officer of the Corporation. The notice shall specify the place of the meeting,
which shall be at the head office of the Corporation at the time if feasible,
and otherwise, any other place specified in the notice. The notice shall also
specify the time of the meeting. Notice may be given only to such of the
directors as it may be feasible to reach at the time and by such means as may be
feasible at the time, including publication or radio. If given by mail,
messenger, telephone, or telegram, the notice shall be addressed to the director
at his residence or business address, or such other place as the person giving
the notice shall deem most suitable. Notice shall be similarly given, to the
extent feasible in the judgment of the person giving the notice, to the other
directors. Notice shall be given at least two days before the meeting, if
feasible in the judgment of the person giving the notice, and otherwise on any
shorter time he may deem necessary.
Section 2. Change of Head Office. The Board of Directors, during any such
--------- ---------------------
emergency may, effective in the emergency, change the head office or designate
several alternative head offices, or regional offices or authorize the officers
to do so.
ARTICLE XII
-----------
Director Emeritus
-----------------
Section 1. Director Emeritus. The Board of Directors may at any time and
--------- -----------------
from time to time award to former members of the Board of Directors in
recognition of their past distinguished service and contribution rendered to the
Corporation the honorary title "Director Emeritus." The award of this title
shall not constitute an election or appointment to the Board of Directors, nor
to any office of the Corporation, nor the bestowal of any duties,
responsibilities or privileges associated therewith; and accordingly no
"Director Emeritus" shall be deemed a "Director" as that term is used in these
Bylaws. The title "Director Emeritus" shall carry no compensation, and holders
thereof shall not attend any meetings of the Board of Directors or committees of
the Board of Directors, except by written invitation, nor shall they be
specially privy to any confidential information arising from such meeting.
ARTICLE XIII
------------
Amendment of Bylaws
-------------------
Section 1. Amendment of Bylaws. These Bylaws may be altered, amended or
--------- -------------------
repealed and new Bylaws may be adopted at any meeting of the Board of Directors
by a majority vote of the directors present at the meeting.