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EXHIBIT 3
BY-LAWS
OF
HOLLY CORPORATION
AS AMENDED AND RESTATED MARCH 9, 2001
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ARTICLE I
Offices
The principal office of the Corporation in the State of Delaware
shall be in the City of Wilmington, County of New Castle, and the name of the
resident agent in charge thereof is The Corporation Trust Company.
The Corporation may, in addition to its principal office in the
State of Delaware, establish and maintain an office or offices at such other
places as the Board of Directors may from time to time deem necessary or
desirable.
ARTICLE II
Stockholders Meetings
Section 1. Place of Meetings. The Annual Meeting of the
stockholders for the election of directors and any Special Meetings of
Stockholders shall be held at such time and place as shall be stated in the
notice of such meeting.
Section 2. Annual Meetings. The annual meeting of the
stockholders for the election of directors and for the transaction of any other
business properly presented for action at such meeting shall be held on the
second Thursday in December of each year; provided, however, that if the Board
of Directors deems it impracticable to hold the meeting on such date, such
annual meeting shall be held as soon as practicable after such date on a date to
be specified in a resolution of the Board of Directors.
At an annual meeting, only such business shall be conducted, and
only such proposals shall be acted upon, as shall have been brought before the
annual meeting (i) by, or at
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the direction of, the Board of Directors or (ii) by any stockholder of the
Corporation who complies with the notice procedures set forth in this Section 2.
For a proposal to be properly brought before an annual meeting by a stockholder,
the stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation. To be timely, a stockholder's notice must be
delivered to, or mailed and received at, the principal executive offices of the
Corporation not less than one hundred and twenty (120) calendar days nor more
than one hundred and fifty (150) calendar days before the anniversary date of
the corporation's proxy statement released to stockholders in connection with
the prior year's annual meeting. However, if no annual meeting was held in the
previous year, or if the date of the applicable annual meeting has been changed
by more than thirty (30) days from the date contemplated at the time of the
previous year's proxy statement, a stockholder's notice must be received by the
Secretary not later than sixty (60) days before the date the Corporation
commences mailing of its proxy materials in connection with the applicable
annual meeting. In no event shall the public announcement of an adjournment of
an annual meeting commence a new time period for the giving of a stockholder's
notice as described above. A stockholder's notice to the Secretary shall set
forth as to each matter the stockholder proposes to bring before the annual
meeting (i) a brief description of the proposal desired to be brought before the
annual meeting, including the complete text of any resolutions intended to be
submitted at the annual meeting and the reasons for conducting such business at
the annual meeting, (ii) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such matter and any other
stockholders known by such stockholder to be supporting such proposal, (iii) the
class and number of shares of the Corporation's stock which are beneficially
owned by the stockholder on the date of such stockholder's notice and by any
other stockholders known by such stockholder to be supporting such proposal on
the date of such
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stockholder's notice, and (iv) any financial interest of the stockholder in such
proposal. In addition, a stockholder seeking to submit such proposal at the
meeting shall promptly provide any other information reasonably requested by the
Corporation.
Except as otherwise provided by law, at any time following the
Corporation's receipt of a proposal, the Chairman of the Board and Chief
Executive Officer (or other presiding officer at an annual meeting) shall have
the power to determine whether any matter proposed to be brought before the
annual meeting was proposed in accordance with the notice procedures set forth
in this Section 2 and if any proposal is not in compliance with this Section 2,
the Chairman of the Board and Chief Executive Officer (or such other presiding
officer) may exclude such proposal from the annual meeting.
Notwithstanding the forgoing provisions of this Section 2, a
stockholder who seeks to have any proposal included in the Corporation's proxy
materials shall comply with the requirements of Rule 14a-8 of Regulation 14A
under the Securities Exchange Act of 1934, as amended.
In the event a proposal is presented for action at such annual
meeting which, in the opinion of the ranking executive officer of the
Corporation attending such meeting, requires the giving of prior notice of such
business to stockholders, no action shall be taken on such proposal at such
meeting unless and until proof of timely and adequate notice of such proposal
shall have been filed with and accepted by the ranking executive officer of the
Corporation attending such meeting.
Section 3. Special Meetings. Special meetings of the
stockholders may be called by the President, and shall be called by the
President, a Vice President, the Secretary or an Assistant Secretary, at the
request in writing of a majority of the Board of Directors, or of a
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majority of the Executive Committee, or of stockholders owning a majority of the
outstanding shares having voting power. Such request shall state the purpose or
purposes of the proposed meeting.
Section 4. Notice. Notice of all stockholders' meetings
stating the time and place, and, in the case of special meetings, the purpose or
purposes for which the meeting is called, shall be delivered personally or
mailed to each stockholder entitled to vote at such meeting not less than thirty
(30) nor more than sixty (60) days before the meeting of stockholders is to be
held, unless the stockholder's meeting is called by the President, a Vice
President, the Secretary or an Assistant Secretary of the Corporation, at the
request in writing of a majority of the Board of Directors, in which case such
notice shall be delivered not less than ten (10) nor more than sixty (60) days
before the meeting of stockholders is to be held. If mailed, notice shall be
directed to the stockholder at his last known post office address as the same
appears on the stock records of the Corporation.
Section 5. Proxies. At any meeting of the stockholders, each
stockholder entitled to vote may vote either in person or by proxy, but no proxy
shall be voted on after three years from its date, unless such proxy shall, on
its face, name a longer period for which it is to remain in force. Each proxy
either (a) shall be authorized in writing, subscribed by the stockholder or his
duly authorized attorney, but need not be sealed, witnessed or acknowledged, and
shall be filed with the Secretary at or before the meeting or (b) shall be
authorized by means of an electronic transmission as permitted by law and shall
be filed in accordance with the procedure established for the meeting.
Section 6. Quorum. At any annual or special meeting of
stockholders a majority in interest of the stockholders entitled to vote
thereat, present in person or by proxy, shall constitute
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a quorum, except as otherwise provided by law, but if at any meeting of the
stockholders there be less than a quorum present, the stockholders present at
such meeting may, without further notice, adjourn the same from time to time
until a quorum shall attend, but no business shall be transacted at any such
adjourned meeting except such as might have been lawfully transacted had the
meeting not been adjourned.
Section 7. Voting. Except as otherwise expressly required by
statute, the Certificate of Incorporation or these By-laws, each stockholder
shall at each meeting of the stockholders be entitled to one vote in person or
by proxy for each share of stock of the Corporation entitled to be voted thereat
held by him and registered in his name on the books of the Corporation
(a) On such date as may be fixed pursuant to Article VIII of
these By-laws as the record date for the determination of
stockholders entitled to notice of and to vote at such
meeting; or
(b) In the event that no record date shall have been so
fixed, on the date of such meeting; provided, however, that,
except where a record date shall have been so fixed, no share
of stock of the Corporation shall be voted at any election of
directors which shall have been transferred on the books of
the Corporation within 20 days prior to such election of
directors.
The vote for directors, and, upon the demand of any stockholder,
the vote upon any question before the meeting shall be by ballot. Except as
otherwise provided by law or the Certificate of Incorporation or these By-laws,
directors shall be elected by a plurality vote of the stockholders present or
represented at the meeting, and each other question properly presented to any
meeting of stockholders shall be decided by a majority of the votes cast on the
question entitled to vote thereon.
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Section 8. List of Stockholders. A complete list of the
stockholders entitled to vote at the ensuing election, arranged in alphabetical
order, with the residence of each, and the number of voting shares held by each,
shall be prepared and filed in the office where the election is to be held at
least ten days before every election, and shall at all times during the usual
hours for business during the said ten days and during the whole time of said
election be open to the examination of any stockholder.
Section 9. Judges of Election. Whenever a vote at a meeting of
stockholders shall be by ballot, the polls shall be opened and closed, the
proxies and ballots shall be received, and all questions pertaining to the
qualification of voters and the validity of proxies and the acceptance or
rejection of votes shall be decided by two Judges of Election. Such Judges of
Election shall be appointed by the Board of Directors before or at the meeting,
or in default thereof, by the officer presiding at the meeting, and shall be
sworn to the faithful performance of their duties. If any Judge of Election
previously appointed shall fail to attend or refuse or be unable to serve, a
substitute shall be appointed by the presiding officer.
Section 10. Consent Notice. In order that the Corporation may
determine the stockholders entitled to consent to corporate action in writing
without a meeting, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which date shall not be more than
twenty (20) days after the date upon which the resolution fixing the record date
is adopted by the Board of Directors. Any stockholder of record seeking to have
the stockholders authorize or take corporate action by written consent shall, by
written notice to the Secretary of the Corporation, request the Board of
Directors to fix a record date. The Board of Directors shall
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promptly, but in all events within ten (10) days after the date on which such a
request is received, adopt a resolution fixing the record date. If no record
date has been fixed by the Board of Directors within ten (10) days of the date
on which such a request is received, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board of Directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
Corporation by delivery to its registered office in the State of Delaware, its
principal place of business, or any officer or agent of the Corporation having
custody of the book in which proceedings for stockholder meetings are recorded,
to the attention of the Secretary of the Corporation. Delivery shall be by hand
or by certified or registered mail, return receipt requested. If no record date
has been fixed by the Board of Directors and prior action by the Board of
Directors is required by applicable law, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the date on which the Board of
Directors adopts a resolution taking such prior action.
ARTICLE III
Directors
Section 1. Powers. Except as otherwise provided by law, by the
Certificate of Incorporation or by these By-laws, the property, business and
affairs of the Corporation shall be managed by the Board of Directors.
Section 2. Number and Tenure. The Board of Directors shall
consist of no less than three (3) nor more than eleven (11) members as the Board
may determine from time to time by Resolution of the Board of Directors.
Directors shall hold office until the next annual election and until their
successors shall be duly elected and qualified. The Board of Directors shall
keep
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full and fair records and accounts of its proceedings and transactions.
Directors need not be stockholders.
Section 3. Regular Meetings. The Board of Directors shall meet
for the election of officers and for the transaction of any other business as
soon as practicable after the annual meeting of stockholders. Other regular
meetings of the Board may be held at such times and places as the Board may from
time to time determine. No notice of any such annual or regular meeting of the
Board need be given.
Section 4. Special Meetings. Special meetings of the Board of
Directors shall be called by the Secretary or any Assistant Secretary at the
request of the Chairman of the Board and Chief Executive Officer, the President
or of any two directors. Notice of the time and place of any special meeting of
the Board of Directors shall be mailed, postage prepaid, to each director at
least forty-eight (48) hours before the time at which the meeting is to be held,
or shall be sent by confirmed facsimile transmission or other form of electronic
communication, or be delivered personally or by telephone, at least twenty-four
(24) hours before the time at which such meeting is to be held. Notice of any
special meeting need not be given to any director who shall waive notice
thereof. Any meeting of the Board shall be a legal meeting without notice
thereof having been given, if all the directors of the Corporation then holding
office shall be present thereat.
Section 5. Place of Meetings. Meetings of the Board of Directors
may be held at such places in or out of the State of Delaware as may be fixed by
the Board or designated in the notice of the meeting, except that the annual
meeting of the Board, if held without notice, shall be held at the principal
executive office of the Corporation.
Section 6. Quorum. A majority of the Board of Directors, but not
less than two
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directors, shall constitute a quorum for the transaction of business, but if, at
any meeting of the Board, there be less than a quorum present, a majority of the
directors present may, without further notice, adjourn the same from time to
time until a quorum shall attend. A majority of such quorum shall decide any
questions that may come before the meeting.
Section 7. Resignations. A resignation from the Board of
Directors shall be deemed to take effect upon its receipt by the Corporation
unless otherwise specified therein.
Section 8. Vacancies. Vacancies in the Board of Directors
created on account of death, resignation, removal, disqualification or other
causes, or resulting from an increase in the authorized number of directors,
shall be filled by a majority of the directors then in office, although less
than a quorum, and the directors so chosen shall hold office until the next
annual election and until their successors shall be duly elected and qualified
or until their earlier death, resignation or removal; provided, however, that if
the remaining directors shall constitute less than a majority of the whole
Board, the Court of Chancery may, upon application of any stockholder or
stockholders holding at least ten percent (10%) of the total number of shares of
the capital stock of the Corporation at the time outstanding having the right to
vote for directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office as aforesaid, which election shall be governed by
Section 211 of the General Corporation Law of the State of Delaware.
Section 9. Removal. At any meeting of the stockholders called
for the purpose any director may, by vote of stockholders entitled to cast a
majority of the votes, be removed from office with or without cause.
Section 10. Compensation. Directors shall receive such
compensation for their services as shall be fixed from time to time by
resolution of the Board of Directors. Nothing in
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this Section shall be construed to preclude a director from serving the
Corporation in any other capacity and receiving compensation therefore.
Section 11. Nominees for Director. Nominations by stockholders
of persons to be elected to the Board of Directors shall be made pursuant to
timely notice in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice must be delivered to, or mailed and received at, the
principal executive offices of the Corporation (a) with respect to an election
to be held at the annual meeting of the stockholders of the Corporation, not
less than ninety (90) days nor more than one hundred and twenty (120) days prior
to the anniversary date of the immediately preceding annual meeting of
stockholders of the Corporation, and (b) with respect to an election to be held
at a special meeting of stockholders of the Corporation for the election of
directors, not later than the close of business on the seventh (7th) day
following the date on which notice of the date of the special meeting was mailed
to stockholders of the Corporation or public disclosure of the date of the
special meeting was made, whichever first occurs. Such stockholder's notice to
the Secretary of the Corporation shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or re-election as a director, all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required,
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(including such person's written consent to being named in the proxy statement
as a nominee and to serve as a director if elected), and (b) as to the
stockholder giving the notice (i) the name and address, as they appear on the
Corporation's books, of such stockholder and (ii) the class and number of shares
of voting stock of the Corporation which are beneficially owned by such
stockholder. In the event that a person is validly designated as a nominee to be
elected to the Board of Directors in accordance with the
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procedures set forth in this Section 11 and thereafter becomes unable or
unwilling to stand for election to the Board of Directors, the stockholder who
proposed such nominee may designate a substitute nominee, if such substitute
nominee is designated within and in accordance with the time limitations set
forth in this Section 11, upon providing the information specified in clause (a)
above with respect to such substitute nominee. Except as otherwise provided by
law, at any time following the Corporation's receipt of a nomination for
director of the Corporation by a stockholder, the Chairman of the Board and
Chief Executive Officer (or other presiding officer at an annual meeting) shall
have the power to determine whether the proposed nomination was made in
accordance with the notice procedures set forth in this Section 11, and if any
nomination is not in compliance with this Section 11, the Chairman of the Board
and Chief Executive Officer (or such other presiding officer) may refuse to
acknowledge the nomination of any such person at the annual meeting.
Notwithstanding the foregoing provisions of this Section 11, a stockholder shall
also comply with all applicable requirements of the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder with respect to the
matters set forth in this Section 11.
ARTICLE IV
Committees
Section 1. Executive Committee. The Board of Directors, by
resolution adopted by a majority of the whole Board, may designate not less than
three of the directors then in office (at least one of whom shall be the
Chairman of the Board and Chief Executive Officer or the President of the
Corporation) to constitute an Executive Committee. Terms of members of the
Executive Committee shall be at the pleasure of the Board but only while a
member remains a director. If the Chairman of the Board and Chief Executive
Officer is a member of the Executive
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Committee, he shall be Chairman of the Committee; otherwise, the Chairman of the
Executive Committee may either be designated by the Board or elected by the
members of the Committee. To the extent permitted by law or except as otherwise
provided by this Section 1 or by resolution of the Board of Directors, during
the intervals between meetings of the Board of Directors, the Executive
Committee shall possess and may exercise all of the powers of the Board of
Directors in the management of the business and affairs of the Corporation. An
action of the Executive Committee taken within the scope of its authority shall
be an act of the Board of Directors. All action taken by the Executive Committee
shall be reported to the Board of Directors at its regular meeting next
succeeding such action, but failure to so render such report shall not
invalidate any such action. Vacancies in the Executive Committee shall be filled
by the Board of Directors, but during the temporary absence of a member of the
Executive Committee, the remaining members of the Executive Committee may
appoint a member of the Board of Directors to act in the place of such absent
member.
Section 2. Meetings and Records of Executive Committee. Subject
to the provisions of these By-laws, the Executive Committee shall fix its own
rules of procedure and shall meet as provided by such rules or by resolution of
the Board of Directors, and it shall also meet at the call of the Chairman of
the Board and Chief Executive Officer or President of the Corporation or of any
two members of the Committee. Notice of meetings of the Executive Committee may
be given orally, by telephone, or in any other manner that reasonably assures
receipt thereof and no minimum advance notice shall be required. No notice shall
be required for any meeting of the Executive Committee in which a majority of
its members participate, action may be taken by the Executive Committee in any
manner permitted for directors' actions or meetings under Delaware law, and
action taken by a majority of the members of the Executive Committee shall
constitute
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the action of the Executive Committee. Two members of the Executive Committee
shall constitute a quorum. The Executive Committee shall keep records of its
proceedings and transactions.
Section 3. Other Committees. The Board of Directors may by
resolution provide for such other standing or special committees as it deems
desirable and discontinue the same at pleasure. Each such committee shall have
such powers and perform such duties, not inconsistent with law, as may be
assigned to it by the Board of Directors. If provision be made for any such
committee, the members thereof shall be appointed by the Board of Directors and
shall serve during the pleasure of the Board. Vacancies in such committees shall
be filled by the Board of Directors. Section 2 of this ARTICLE IV shall also
apply to the meetings of such other committees mutatis mutandis.
ARTICLE V
Officers
Section 1. General. The officers of the Corporation may consist
of a Chairman of the Board and Chief Executive Officer, one or more Vice
Chairmen of the Board, a President, one or more Executive Vice Presidents,
Senior Vice Presidents and Vice Presidents (some of whom may have particular
authority and responsibilities as designated in their titles by the Board of
Directors), a Secretary, a Controller, a Treasurer and such Assistant Vice
Presidents, Assistant Secretaries, Assistant Treasurers or other subordinate
officers as may from time to time be designated by the Board of Directors. One
person may hold more than one office, and no officer, except the Chairman of the
Board and Chief Executive Officer, any Vice Chairman of the Board and the
President, need be a Director. These said officers shall have all the usual
powers and shall perform all of the usual duties incident to their respective
offices and shall, in addition,
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perform such other duties as shall be assigned to them from time to time by the
Board of Directors. In its discretion, the Board of Directors may leave unfilled
any office, except that there shall always be either a Chairman of the Board and
Chief Executive Officer or a President of the Corporation.
Section 1A. Chairman of the Board and Chief Executive Officer.
The Chairman of the Board and Chief Executive Officer shall preside at all
meetings of stockholders and of the Board of Directors, shall have general
management of the business of the Corporation and shall have supervisory
authority over the general policies and business of the Corporation, and may
sign and execute all instruments, stock certificates, bonds, contracts, and
other obligations and documents in the name of the Corporation and shall
exercise such other powers as the Board of Directors may from time to time
direct. The Chairman of the Board and Chief Executive Officer may exercise all
powers granted to the President by other provisions of these By-laws. The
Chairman of the Board and Chief Executive Officer may from time to time delegate
all, or any, of his powers and duties to one or more of the President and any
Vice Chairman of the Board.
Section lB. Vice Chairman of the Board. Each Vice Chairman of
the Board shall have such powers and duties as may be delegated to such Vice
Chairman by the Chairman of the Board and Chief Executive Officer. In addition,
in the absence of the Chairman of the Board and Chief Executive Officer, the
Vice Chairman of the Board present senior in age shall preside at all meetings
of stockholders and of the Board of Directors.
Section 2. President. The President shall, subject to the powers
of supervision and control conferred upon the Chairman of the Board and Chief
Executive Officer, be the chief operating officer of the Corporation and shall
have all necessary powers to discharge such responsibility including the powers
to sign and execute all authorized instruments, bonds,
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contracts and other obligations in the name of the Corporation and such other
powers as the Board of Directors may from time to time direct. In the event that
the office of the Chairman of the Board and Chief Executive Officer is unfilled,
the President shall in addition have the authority and responsibilities of the
Chairman of the Board and Chief Executive Officer as specified in Section IA of
this Article.
Section 3. Executive Vice Presidents, Senior Vice Presidents,
and Vice Presidents. Each Executive Vice President, Senior Vice President, or
Vice President shall exercise general supervision and have executive control of
such departments of the Corporation's business, or perform such other executive
duties as shall from time to time be assigned to him by the Board of Directors
or by the President. The Board of Directors shall have the power to designate
particular areas of authority and responsibility of an Executive Vice President,
Senior Vice President, or Vice President and to indicate such designation in
such officer's title. In case of the absence or disability of the President,
each Executive Vice President (without regard to whether his title specifies
particular areas of authority and responsibility) and each Senior Vice President
and Vice President whose title does not designate specific areas of authority
and responsibility shall be vested with all the powers of the President in
respect of the signing and execution of any contracts or other papers requiring
the signature of the President. In the case of each Senior Vice President or
Vice President whose title indicates one or more specific areas of authority and
responsibility, such Senior Vice President's or Vice President's authority and
responsibilities shall be limited to the area or areas designated in such Senior
Vice President's or Vice President's title as specified by the Board of
Directors.
Section 4. Secretary. The Secretary shall keep the minutes of
the meetings of the stockholders and of the Board of Directors and of the
Executive Committee, in books provided
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for the purpose; he shall see that all notices are duly given in accordance with
the provisions of these By-laws, or as required by law; he shall be custodian of
the records and of the corporate seals of the Corporation; he shall see that the
corporate seal is affixed to all documents, the execution of which, on behalf of
the Corporation, under its seal, is duly authorized, and when so affixed may
attest the same; and, in general, he shall perform all duties incident to the
office of a secretary of a corporation, and such other duties, as, from time to
time, may be assigned to him by the Board of Directors. The Secretary may sign,
with the President or a Vice President, certificates of the stock of the
Corporation. The Secretary shall be sworn to the faithful discharge of his
duties.
Section 5. Controller. The Controller shall have charge of the
supervision of the accounting system of the Corporation, including the
preparation and filing of all reports required by law to be made to any public
authorities and officials. He shall perform such other duties as are usually
associated with his office or as shall be assigned to him by the Board of
Directors or the President.
Section 6. Treasurer. The Treasurer shall have charge of and be
responsible for all funds, securities, receipts and disbursements of the
Corporation, and shall deposit, or cause to be deposited, in the name of the
Corporation, all moneys or other valuable effects in such banks, trust companies
or other depositories as shall, from time to time, be selected by the Board of
Directors; he shall render to the President and to the Board of Directors,
whenever requested, an account of the financial condition of the Corporation; he
may sign, with the President or a Vice President, certificates of stock of the
Corporation; and, in general, shall perform all the duties incident to the
office of a treasurer of a corporation, and such other duties as may be assigned
to him by the Board of Directors.
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Section 7. Assistant Officers. Each assistant officer shall
perform such duties and have such responsibilities as may be delegated to him by
the superior officer to whom he is made responsible, by designation of the
President, or as the Board of Directors may prescribe. The Board of Directors
may, from time to time, authorize any executive officer to appoint and remove
assistant officers and prescribe the powers and duties thereof.
Section 8. Officers Holding Two or More Offices. Any two of the
above mentioned offices, except those of President and a Vice President or
President and Secretary, may be held by the same person, but no officer shall
execute, acknowledge or verify any instrument in more than one capacity, if such
instrument be required by law, by the Certificate of Incorporation, or by these
By-laws, to be executed, acknowledged or verified by any two or more officers.
Section 9. Voting of Other Stock. Unless specifically directed
otherwise by resolution of the Board of Directors, the President shall have full
power and authority on behalf of the Corporation to vote the stock of any other
corporation owned or held by the Corporation at any meeting of the stockholders
of such other corporation, or to execute the written consent of this Corporation
to any action that may be taken by the stockholders of such other corporation
without a meeting.
Section 10. Compensation. The Board of Directors shall have power
to fix the compensation of all officers of the Corporation. It may authorize any
officer, upon whom the power of appointing subordinate officers may have been
conferred, to fix the compensation of such subordinate officers.
Section 11. Removal. Any officer of the Corporation may be
removed, with or without cause, by the Board of Directors at a meeting called
for that purpose, or (except in case of an officer elected by the Board of
Directors) by an officer upon whom such power of removal may have been
conferred.
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Section 12. Indemnification. The Corporation shall indemnify any
person (including the heirs, executors or administrators of such a 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, 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, in
accordance with and to the fullest extent permitted by the General Corporation
Law of Delaware as same may be amended from time to time, including the
advancement of expenses incurred by the indemnified person in defending any such
threatened, pending or completed action, suit or proceeding. To the extent the
present or former spouse(s) of any party indemnified hereunder is made a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding solely by virtue of his or her marital relationship
to such indemnified party, such spouse shall be indemnified hereunder to the
fullest extent permitted by the General Corporation Law of Delaware as same may
be amended from time to time. Except as the Board of Directors of the
Corporation in its discretion (but subject to applicable law) may otherwise
determine, such indemnification shall be afforded only if such person within
five (5) business days after his becoming aware of the institution of such
action, suit or proceeding, shall have notified in writing by registered or
certified mail, the President or Secretary of the Corporation of the institution
of such action, suit or proceeding, and shall have furnished such President or
Secretary with true copies of all papers served upon or otherwise received by
such person relating to such action, suit or proceeding, and shall make
available to officers or counsel of the Corporation all information necessary to
keep the Corporation currently advised as to the status
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of such action, suit, or proceeding, and permit the Corporation, at its option
and expense, at any time during the course of such action, suit or proceeding,
through counsel of the Corporation's choosing, to participate in or direct the
defense thereof in good faith, and in case of any proposed settlement of any
action, suit or proceeding the defense of which is not directed by the
Corporation, to submit the proposed terms and conditions thereof to the Board of
Directors of the Corporation for their approval, failing which no
indemnification hereunder shall be afforded for any such settlement. Such
indemnification as hereinabove provided shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under any agreement,
vote of stockholders or disinterested directors, or otherwise.
ARTICLE VI
Fiscal Year
The fiscal year of the Corporation shall end on the thirty-first
day of July in each year, or on such other day as may be fixed from time to time
by the Board of Directors.
ARTICLE VII
Seal
The Board of Directors shall provide a suitable seal, having
inscribed thereon the name of the Corporation; the year of its incorporation and
such other appropriate legend as may from time to time be determined by the
Board of Directors. If deemed advisable by the Board of Directors, a duplicate
seal or duplicate seals may be provided and kept for the necessary purposes of
the Corporation.
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ARTICLE VIII
Stock
Section 1. Certificates. Certificates of stock shall be issued
in such form as may be approved by the Board of Directors and shall be signed by
the President, or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, and sealed with the seal of
the Corporation; provided, however, that where any such certificate is signed by
a Transfer Agent and by a Registrar, the signature of any such President, Vice
President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary and
the seal of the Corporation upon such certificates may be facsimiles engraved or
printed thereon.
Section 2. Transfer Agents and Registrars. The Board of
Directors shall have power and authority to make all such rules and regulations
as it may deem expedient concerning the issue, registration, and transfer of
certificates of stock, and may appoint Transfer Agents and Registrars thereof.
Section 3. Closing of Books. The Board of Directors shall have
power to close the stock transfer books of the Corporation for a period not
exceeding sixty (60) days preceding the date of any meeting of stockholders or
the date for payment of any dividend or the date for the allotment of rights or
the date when any change or conversion or exchange of capital stock shall go
into effect; provided, however, that in lieu of closing the stock transfer books
as aforesaid, the Board of Directors may fix in advance a date, not exceeding
sixty (60) days preceding the date of any meeting of stockholders or the date
for the payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock shall go into
effect, as a record date for the determination of the stockholders entitled to
notice of, and to vote at, any such meeting, or entitled to receive payment of
any such dividend, or to any such allotment of rights, or to exercise the rights
in respect of any such change, conversion or exchange of capital stock, and in
such case only such stockholders as shall be stockholders of record on the date
so fixed shall be entitled to such notice of, and to vote at, such meeting, or
to
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receive payment of such dividend, or to receive such allotment of rights, or to
exercise such rights, as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any such record date fixed as
aforesaid.
Section 4. Lost, Mutilated, or Destroyed Certificates. In case
any certificate of stock is lost, mutilated or destroyed, the Board of Directors
may authorize the issue of a new certificate in place thereof upon such terms
and conditions, as it may deem advisable.
ARTICLE IX
Signatures
Section 1. Checks. All checks, drafts, notes or other
obligations of the Corporation shall be signed by the President and/or a Vice
President, and/or the Treasurer, Assistant Treasurer, Controller or by any
person or persons thereunto authorized by the Board of Directors or the
Executive Committee.
Section 2. Endorsements. All endorsements, assignments,
transfers, stock powers or other instruments of transfer of securities standing
in the name of the Corporation shall be executed for and in the name of the
Corporation by the President or a Vice President, and the Secretary or an
Assistant Secretary, or by any person or persons thereunto authorized by the
Board of Directors or the Executive Committee.
Section 3. Proxies. Except as otherwise authorized or directed
from time to time by the Board of Directors or the Executive Committee, the
President of the Corporation, or in his absence or disability, a Vice President
of the Corporation, may authorize from time to time the signature and issuance
of proxies to vote upon, and/or of consents or waivers in respect of, shares of
stock of other corporations standing in the name of the Corporation. All such
proxies, consents or waivers shall be signed in the name of the Corporation by
the President or a Vice President and the Secretary or an Assistant Secretary.
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ARTICLE X
Notice of Meetings
Whenever by law or by the Certificate of Incorporation or by
these By-laws notice is required to be given to any stockholder, such notice
shall be delivered by first-class mail, postage prepaid, and the time when the
same shall be mailed shall be deemed to be the time of the giving of such
notice.
ARTICLE XI
Amendments
These By-Laws may be amended or repealed or new By-laws may be
adopted only by the affirmative vote of the holders of not less than sixty-seven
percent (67%) of the stock issued and outstanding and entitled to vote thereon
at any regular or special meeting of the stockholders, if notice of the proposed
alteration or amendment be contained in the notice of meeting, or by the
affirmative vote of a majority of the Board of Directors.
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