1
EXHIBIT 3
AMENDED AND RESTATED BY-LAWS
OF
UNITED COMPANIES FINANCIAL CORPORATION
AS OF AUGUST 20, 1985, AS AMENDED ON MARCH 11, 1988,
MAY 31, 1988, MARCH 14, 1989, AUGUST 26, 1992, AND JANUARY 31, 1995
ARTICLE I
NAME AND LOCATION
The name of this corporation is UNITED COMPANIES FINANCIAL
CORPORATION (the "Corporation") and its principal place of business is 4041
Essen Lane, Baton Rouge, Louisiana. Other offices for the transaction of
business shall be located at such places as the Board of Directors may from
time to time determine.
ARTICLE II
SHAREHOLDERS
2.1 REGULAR ANNUAL MEETING OF SHAREHOLDERS. The regular annual
meeting of the shareholders of the Corporation for the election of directors,
and the transaction of other business, shall be held once each year at such
time and place as the board of directors shall determine, whether in or outside
of the State of Louisiana.
2.2 SPECIAL MEETING OF SHAREHOLDERS. Except as provided in the
Articles, a special meeting of the shareholders may be called for any purpose
or purposes at any time by the chairman of the board or the chief executive
officer of the Corporation, or by resolution of the board of directors duly
adopted by a vote of no less than sixty-six and two-thirds percent (66-2/3%) of
the entire board of directors. (As amended January 31, 1995, to be effective
as of January 31, 1995)
2.3 PRESIDING OFFICER. The chairman of the board or in his absence
one of the vice-chairmen, and in their absence the chief executive officer of
the Corporation shall preside at all meetings of the shareholders.
Notwithstanding anything in these by-laws to the contrary, no business shall be
conducted at any meeting of the shareholders except in accordance with the
procedures set forth in these by-laws, including but not limited to the
procedures for the submission of shareholder proposals and shareholder
nominations of directors pursuant to Section 2.8 and Subsection 4.9.2,
respectively. The presiding officer of any meeting of the shareholders shall,
if the facts warrant, determine and declare to the meeting that business or
nominations were not properly brought before the meeting in accordance with
these by-laws, including but not limited to Section 2.8 and Subsection 4.9.2,
respectively, and if he should so determine, he shall so declare to the meeting
and any such business or nominations not properly brought before the meeting
shall not be transacted and shall not be submitted for consideration at the
meeting. (As amended January 31, 1995, to be effective as of January 31, 1995)
2
2.4 NOTICE OF SHAREHOLDERS MEETING. Written or printed notice
stating the place, day and hour of the shareholders meeting, and, in the case
of a special shareholders meeting, the purpose or purposes for which the
shareholders meeting is called, shall be delivered by or at the direction of
the chief executive officer or Secretary to each shareholder of record entitled
to notice of such shareholders meeting, not less than ten (10) nor more than
sixty (60) days before the date of either an annual or special shareholders
meeting. The notice shall be deemed to be delivered when deposited in the
United States mail, addressed to the shareholder at his last known address as
it appears on the records of the Corporation, with postage prepaid. (As
amended August 26, 1992, to be effective as of August 26, 1992).
2.5 QUORUM. Except as provided in the next section hereof, any
number of shareholders, together holding at least a majority of the outstanding
shares entitled to vote at any shareholders meeting, who are present in person
or represented by proxy at such shareholders meeting, shall constitute a quorum
for the transaction of business despite the subsequent withdrawal or refusal to
vote of any shareholder.
2.6 ADJOURNMENT OF SHAREHOLDERS MEETING. If less than a quorum is
in attendance at any time for which a shareholders meeting is called, the
meeting may, after the lapse of at least half an hour, be adjourned by a
majority in interest of the shareholders present or represented and entitled to
vote thereat. If notice of such adjourned shareholders meeting is sent to the
shareholders entitled to vote at the meeting, stating the purpose or purposes
of the shareholders meeting and that the previous shareholders meeting failed
for lack of a quorum, then any number of shareholders, present in person or
represented by proxy, and together holding at least one-fourth of the
outstanding shares entitled to vote thereat, shall constitute a quorum at the
second of such adjourned meetings.
2.7 VOTING.
2.7.1 Proxy. A shareholder shall have the right to cast
his vote either in person or by proxy duly authorized in writing, signed by the
shareholder and filed with the Secretary prior to or at the commencement of the
shareholders meeting.
2.7.2 Ballot; One Vote. On demand of any shareholder, the
vote for directors or on any question before a shareholders meeting shall be by
ballot. All elections for directors shall be had by plurality, and all
questions decided by majority, of the votes cast, except as otherwise provided
by the Articles or these by-laws. Except as otherwise provided in the
Articles, each shareholder of record shall have the right, at every
shareholders meeting, to one vote upon each matter submitted for a vote, for
each share standing in his name on the books of the Corporation.
2.7.3 List of Shareholders. At each meeting of
shareholders, a list of the shareholders entitled to vote, arranged
alphabetically and certified by the secretary, showing the number and class of
shares held by each such shareholder on the record date for the meeting, shall
be produced on the request of any shareholder.
- 2 -
3
2.8 SHAREHOLDER PROPOSALS. Any proposal by a shareholder submitted
for consideration at any annual or special meeting of the shareholders of the
Corporation must be timely delivered in the proper written form to the
secretary of the Corporation. To be timely, a shareholder's proposal shall be
delivered to or mailed and received at the Corporation's principal offices at
least sixty (60) days prior to the annual or special meeting at which the
proposal is to be considered (or, if fewer than seventy (70) days' notice or
prior public disclosure of the meeting date is given or made to the
shareholders, not later than the tenth day following the day on which the
notice of the date of the meeting was mailed or such public disclosure was
made). To be in proper written form, such shareholder proposal shall set forth
in writing (i) the name and address, as they appear on the Corporation's books,
of the shareholder submitting the proposal, (ii) the number of shares
beneficially owned by the shareholder, (iii) a brief description of the
proposal, (iv) the reason(s) for submitting the proposal, (v) any material
interest of the shareholder in the proposal, (vi) a representation by the
shareholder that the shareholder will attend the meeting to move consideration
of the proposal, and (vii) a representation by the shareholder that the
shareholder will remain a shareholder of record through the record date of the
meeting. (As amended January 31, 1995, to be effective as of January 31, 1995)
ARTICLE III
CAPITAL STOCK
3.1 CERTIFICATES. Certificates of stock, numbered and with the
seal of the Corporation affixed, signed by the chairman of the board or one of
the vice-chairmen of the board or the chief executive officer or the president
or a vice-president and by the secretary, or by an assistant secretary, shall
be issued to each shareholder, certifying the number of shares owned by him in
the Corporation. If the stock certificates are countersigned by a transfer
agent and a registrar, the signatures of the corporate officials may be
facsimile.
3.2 TRANSFER OF SHARES. Shares of stock of the Corporation are
transferable only on its books, by the holders thereof in person or by their
duly authorized attorneys or legal representative, and only after proof of
compliance with any restrictions upon their transfer set forth in the Articles
or in these by-laws. Upon such transfer, the old certificates shall be
surrendered to the person in charge of the stock transfer records, by whom they
shall be cancelled, and new certificates shall thereupon be issued. A record
shall be made of each transfer, and whenever a transfer is made for collateral
security, and not absolutely, it shall be so expressed in the entry of the
transfer. The board of directors may make regulations concerning the transfer
of shares, and may in their discretion authorize the transfer of shares from
the names of deceased persons whose estates are not administered, upon receipt
of such indemnity as they may require.
- 3 -
4
3.3 RECORD DATE.
3.3.1 In order to make a determination of the shareholders
of record for any purpose, the board of directors may fix in advance a record
date for determination of shareholders for such purpose, such date to be not
more than sixty days and, if fixed for the purpose of determining shareholders
entitled to notice of and to vote at a shareholders meeting or to receive
payment of dividends, not less than ten days, prior to the date on which the
action requiring the determination of shareholders is to be taken.
3.3.2 If no record date is fixed, the record date shall be
determined as follows: (i) for the purpose of determining shareholders
entitled to notice of and to vote at a shareholders meeting, the close of
business on the day before the notice of the shareholders meeting is mailed, or
if notice is waived, the close of business on the day before the shareholders
meeting, shall be the record date; (ii) for the purpose of determining
shareholders entitled to a dividend, the close of business on the tenth day
after the date of the board of directors meeting at which the dividend is
declared shall be the record date; or (iii) for any other purpose, the close of
business on the day on which the board of directors adopts the resolution
relating thereto shall be the record date.
3.3.3 A determination of shareholders entitled to notice of
and to vote at a shareholders meeting, shall apply to any adjournment thereof
unless otherwise provided by the board of directors.
3.4 TRANSFER AGENTS, REGISTRARS. The board of directors may
appoint and remove one or more transfer agents and registrars for any class of
stock. If such appointments are made, the transfer agents shall effect
original issuances of stock certificates and transfer of shares, record and
advise the Corporation and one another of such issuances and transfers,
countersign and deliver stock certificates, and keep the stock, transfer and
other pertinent records; and the registrars shall prevent over-issues by
registering and countersigning all stock certificates issued. A transfer agent
and registrar may be identical. The transfer agents and registrars, when
covered with the Corporation as obligees by an indemnity bond substantially in
a form, and issued by a surety company, approved by the Corporation's secretary
and providing indemnity unlimited in stated amount, or in form and amount and
signed by a surety approved by the board of directors, and upon receipt of an
appropriate affidavit and indemnity agreement, may (a) countersign, register
and deliver, in place of any stock certificate alleged to have been lost,
stolen, destroyed or mutilated, or to have been mailed or not received, a
replacement certificate for the same number of shares, and make any payment,
credit, transfer, issuance, conversion or exchange to which the holder may be
entitled in respect of such replaced certificate, without surrender thereof for
cancellation, and (b) effect transfers of shares from the names of deceased
persons whose estates are not administered. (As amended August 26, 1992, to be
effective as of August 26, 1992.)
3.5 LOST CERTIFICATE. A new certificate of stock may be issued in
place of any certificate theretofore issued by the Corporation, alleged to have
been lost, stolen, mutilated or
- 4 -
5
destroyed, or mailed and not received, and the board of directors may in its
discretion require the owner of the replaced certificate to give the
Corporation a bond, unlimited as to stated amount, to indemnify the Corporation
and its transfer agents and registrars against any claim which may be made
against it on account of the replacement of the certificate or any payment made
or other action taken in respect thereof. New certificates shall bear the
designation "duplicate" plainly marked on the face of the new certificate.
ARTICLE IV
DIRECTORS
4.1 NUMBER OF DIRECTORS, ELECTION AND TERM. Except as otherwise
provided pursuant to the provisions of Article III of the Articles relating to
the rights of the holders of any class or series of stock having a preference
over the common stock as to dividends or upon liquidation to elect additional
directors under specified circumstances, the number of directors shall be fixed
exclusively from time to time by resolution duly adopted by a vote of no less
than sixty-six and two-thirds percent (66-2/3%) of the entire board of
directors. At the 1995 Annual Meeting of Shareholders, the directors shall be
divided into three (3) classes, as nearly equal in number as possible, as
determined by the board of directors, with the term of office of the first
class to expire at the 1996 Annual Meeting of Shareholders, the term of office
of the second class to expire at the 1997 Annual Meeting of Shareholders, and
the term of office of the third class to expire at the 1998 Annual Meeting of
Shareholders, with the members of each class to hold office until their
successors are elected and qualified. At each annual meeting of the
shareholders following the 1995 Annual Meeting of Shareholders, the successors
of the class of directors whose term expires at such annual meeting of the
shareholders shall be elected to hold office for a term expiring at the annual
meeting of the shareholders held in the third year following the year of their
election, with each director in each such class to hold office until his or her
successor is elected and qualified. (As amended January 31, 1995, to be
effective as of January 31, 1995)
4.2 PLACE OF HOLDING BOARD OF DIRECTORS MEETINGS. Meetings of the
board of directors, regular or special, may be held at any place, within or
outside Louisiana, as the board of directors may determine. In addition,
meetings of the board of directors, and any committee thereof, may be held by
means of conference telephone, or similar communications equipment that allows
all persons participating in such meetings to hear and communicate with each
other.
4.3 WRITTEN CONSENTS. Any action which may be taken at a meeting
of the board of directors or any committee thereof, may be taken by a consent
in writing signed by all of the directors or by all members of the committee,
as the case may be, and filed with the records of proceedings of the board of
directors or committee.
4.4 FIRST MEETING. The first meeting of each newly elected board
of directors shall be held immediately following the annual meeting of the
shareholders, and no notice of such meeting shall be necessary to the newly
elected directors in order legally to constitute the
- 5 -
6
meeting, provided a quorum is present; or they may meet at such time and place
as fixed by the consent in writing of all of the directors or by notice given
by the majority to the remaining directors. At the first meeting, or any
subsequent meeting called for the purpose, the directors shall elect the
officers of the Corporation.
4.5 REGULAR BOARD OF DIRECTORS MEETINGS. Regular meetings of the
board of directors may be held without notice, at such time and place as may be
designated by the directors.
4.6 SPECIAL BOARD OF DIRECTORS MEETINGS. Special meetings of the
board of directors may be called at any time (i) by the board of directors or
by the executive committee by vote at a meeting, or (ii) by the chairman of the
board, one of the vice-chairmen of the board, or the chief executive officer,
or (iii) in writing, with or without a meeting, by a majority of the directors
or of the members of the executive committee. Special meetings may be held at
such place or places within or outside Louisiana as may be designated by the
board of directors. In the absence of such designation, any such meeting shall
be held at such place as may be designated in the notice thereof.
4.7 NOTICE OF SPECIAL BOARD OF DIRECTORS MEETINGS. Notice of the
place and time of every special meeting of the board of directors (and of the
first meeting of the newly-elected Board, if held on notice) shall be delivered
to each director, or communicated by telephone, or sent to him by telegraph,
telecopy or by mail, or by leaving the same at his residence or usual place of
business.
4.8 QUORUM. At all meetings of the board of directors, a majority
of the directors in office and qualified to act, shall constitute a quorum for
the transaction of business, and the action of a majority of the directors
present at any meeting at which a quorum is present is the action of the board
of directors, unless the concurrence of a greater proportion is required for
such action by law, the Articles or these by-laws. If a quorum is not present
at any meeting of the board of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum is present. If a quorum be present, the
directors present may continue to act by vote of a majority of the quorum until
adjournment, notwithstanding the subsequent withdrawal of enough directors to
leave less than a quorum or the refusal of any directors present to vote.
4.9 NOMINATING PROCEDURE.
4.9.1 By management. One or more of the shareholders who
are members of the board of directors of the Corporation may make nominations
for election to the board of directors at any annual meeting of the
shareholders of the Corporation. Such nominations, if made by a majority of
the members of the board who are shareholders, shall be considered as
nominations made by or on behalf of the then existing management of the
Corporation. Such nominations shall be made in writing and shall be delivered
to the secretary of the Corporation not less than sixty (60) days prior to the
annual meeting of the shareholders (or, if fewer than
- 6 -
7
seventy (70) days' notice or prior public disclosure of the meeting date is
given or made to the shareholders, not later than the tenth day following the
day on which the notice of the date of the meeting was mailed or such public
disclosure was made). (As amended August 26, 1992, to be effective as of
August 26, 1992, and as further amended January 31, 1995, to be effective as of
January 31, 1995.)
4.9.2 By shareholders. Any nomination by a shareholder for
election to the board of directors at any annual meeting of the shareholders of
the Corporation must be timely delivered in the proper written form to the
secretary of the Corporation. To be timely, a shareholder's nomination shall
be delivered to or mailed and received at the Corporation's principal offices
at least sixty (60) days prior to the annual meeting at which the nomination is
to be considered (or, if fewer than seventy (70) days' notice or prior public
disclosure of the meeting date is given or made to the shareholders, not later
than the tenth day following the day on which the notice of the date of the
meeting was mailed or such public disclosure was made). To be in proper
written form, the shareholder's nomination(s) shall set forth in writing (a) as
to each person whom the shareholder proposes to nominate for election or
reelection as a director, all information relating to such person that is
required to be disclosed in solicitation 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, including but not limited to such
person's written consent to being named in the proxy statement as a nominee and
to serving as a director, if elected; and (b) as to the shareholder proposing
the nomination(s), (i) the name and address, as they appear on the
Corporation's books, of the shareholder, (ii) the number of shares beneficially
owned by the shareholder, (iii) a description of all arrangements or
understandings between the shareholder and each person whom the shareholder
proposes to nominate and any other person or persons (naming such person or
persons) pursuant to which the nomination or nominations are to be made by the
shareholder, (iv) a representation by the shareholder that the shareholder will
attend the meeting to move consideration of the nomination(s), and (v) a
representation by the shareholder that the shareholder will remain a
shareholder of record through the record date of the meeting. (As amended
January 31, 1995, to be effective as of January 31, 1995)
4.10 REMUNERATION TO DIRECTORS. Directors, as such, shall receive
such compensation for their services, payable in such amounts, in such manner
and at such times as may be fixed from time to time by resolution of the board
of directors. Directors shall also be entitled to receive such rights or
options to purchase the capital stock of the Corporation pursuant to any plan
or agreement which may be approved by a majority of the shareholders of the
Corporation present or represented at any shareholders meeting at which such
plan or agreement is considered. In addition, the board of directors may allow
expenses of attendance to directors for attendance at such meetings. This
Section does not preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor. (As amended March 11,
1988, such amendment to be effective January 1, 1988, and as further amended on
March 14, 1989, to be effective as of March 14, 1989.)
- 7 -
8
4.11 POWERS OF BOARD OF DIRECTORS. The business and affairs of the
Corporation shall be managed by and, subject to any restrictions imposed by
law, the Articles or these by-laws, all the powers of the Corporation shall be
vested in the board of directors. Without prejudice to such general powers,
the board of directors has the following specific powers:
(a) To appoint managing officers of the Corporation and to
terminate their appointment and remove them from office.
(b) From time to time, to devolve the powers and duties of any
officer upon any other person for the time being.
(c) To confer upon any officer the power to appoint, remove and
suspend, and fix and change the compensation of, subordinate
officers, agents and factors.
(d) To determine who shall be entitled to vote, or to assign and
transfer any shares of stock, bonds, debentures or other
securities of other corporations held by this Corporation.
(e) To delegate any of the powers of the board of directors to any
standing or special committee or to any officer or agent (with
power to sub-delegate) upon such terms as they may deem fit.
4.12 RESIGNATIONS. The resignation of a director shall take effect
on receipt of notice thereof by the chairman of the board of directors or the
secretary, or on any later date specified in such notice, but not more than
thirty days after receipt of such notice.
4.13 VACANCIES. Newly created directorships resulting from any
increase in the authorized number of directors or any vacancies in the board of
directors resulting from death, resignation, retirement, disqualification,
removal from office or other cause shall be filled exclusively by a vote of no
less than sixty-six and two-thirds percent (66-2/3%) of the remaining
directors, even though the remaining directors may not constitute a quorum, at
any regular or special board of directors meeting. Any director elected in
accordance with the preceding sentence shall hold office for the remainder of
the full term of the class of directors in which the new directorship was
created and the vacancy occurred and until such director's successor is elected
and qualified. (As amended January 31, 1995, to be effective as of January 31,
1995)
4.14 ELIGIBILITY. No person shall be eligible for nomination or
election as a director of this Corporation after reaching the age of
seventy-five (75) years, but he shall be eligible to serve as an emeritus
director. (As amended March 14, 1989, to be effective as of March 14, 1989,
and August 26, 1992, to be effective as of August 26, 1992.)
4.15 EMERITUS DIRECTORS. Emeritus directors may be elected from
time to time by the board of directors in such numbers as the board of
directors may determine. Emeritus directors
- 8 -
9
may not serve on any committee created by the board of directors, but may
attend and observe such meetings of the board of directors to which they may be
invited by the board of directors. They shall be entitled to receive such
remuneration as the board of directors may determine from time to time but are
not empowered to vote on any actions taken by the board of directors nor are
they responsible for any such actions. (As amended on March 14, 1989, to be
effective as of March 14, 1989.)
4.16 REMOVAL. Except as otherwise provided pursuant to the
provisions of Article III of the Articles relating to the rights of the holders
of any class or series of stock having a preference over the common stock as to
dividends or upon liquidation to elect additional directors under specified
circumstances, any director may be removed from office at any time, with or
without cause, only by the affirmative vote of the holders of no less than
eighty percent (80%) of the total voting power of all shares of the Corporation
entitled to vote generally in the election of directors, voting together as a
single class. (As amended January 31, 1995, to be effective as of January 31,
1995)
ARTICLE V
EXECUTIVE COMMITTEE
5.1 MEMBERSHIP. The board of directors shall appoint an executive
committee composed of up to nine members from among the members of the board of
directors together with such advisory members of the executive committee as may
be appointed by the board of directors. Advisory members may be appointed to
the executive committee by the board of directors in such numbers as the board
of directors may determine. An advisory member of the executive committee need
not be a director. Advisory members may attend all meetings of the executive
committee and express their opinions in its deliberations. Advisory members
shall perform such duties as shall be assigned by the executive committee but
are not required nor empowered to vote on any actions taken by the executive
committee, nor shall the attendance of the advisory member be counted in
determination of the quorum for any meeting of the executive committee.
5.2 POWERS AND DUTIES. The executive committee shall advise the
officers of the Corporation on all matters concerning its interests and
management of its business, and, when the board of directors is not in session,
the executive committee shall have and may exercise all the powers of the board
of directors, except the power to declare dividends, issue stock, make or alter
by-laws, fill vacancies on the board of directors or on the executive
committee, or change the membership of the executive committee.
5.3 MEETINGS. Regular meetings of the executive committee may be
held without notice at such times and places as the executive committee may
from time to time fix. Other meetings of the executive committee may be called
by any member.
- 9 -
10
5.4 QUORUM; VOTING. At any meeting of the executive committee a
majority of the members then comprising the committee, but not including any
advisory members, shall constitute a quorum. To be effective any action of the
executive committee must be authorized by the affirmative vote of a majority of
the members present and entitled to vote. Only members of the executive
committee who are also members of the board of directors shall be entitled to
vote on matters brought before the executive committee.
5.5 MINUTES OF MEETINGS. The secretary of the executive committee
shall keep minutes of the meetings of the executive committee and cause them to
be recorded in a book kept at his office for that purpose. The minutes shall
be available for inspection by the board of directors for their information,
but no approval of any action taken by it shall be required.
ARTICLE VI
SPECIAL OR STANDING COMMITTEES OF THE BOARD OF DIRECTORS
6.1 The board of directors may designate and appoint from its
number such special or standing committees as may be necessary. Such
committee(s) shall have and may exercise such powers as may be provided by
resolution of the board of directors or in the Articles or these by-laws. Each
committee so appointed shall adopt its own rules of procedure and shall meet as
provided by such rules.
ARTICLE VII
OFFICERS
7.1 TITLES. The officers of the Corporation shall be a chairman of
the board of directors, one or more vice-chairmen of the board of directors, a
chief executive officer, a president, one or more vice-presidents, a chief
financial officer, a secretary and such other officers as may, from time to
time, be elected or appointed by the board of directors. Any two officers,
except that of president and vice-president, may be combined in the same
person, and none need be a director. (As amended on May 31, 1988.)
7.2 CHAIRMAN OF THE BOARD OF DIRECTORS. The chairman of the board
of directors shall, when present, preside at all meetings of the directors and
the shareholders and shall perform such other duties as shall be assigned to
him by the board of directors.
7.3 VICE-CHAIRMEN OF THE BOARD OF DIRECTORS. A vice-chairman of
the board of directors shall preside, in the absence of the chairman of the
board of directors, at all meetings of the directors and the shareholders and
each shall perform such other duties as shall be assigned to him by the board
of directors.
7.4 CHIEF EXECUTIVE OFFICER. The chief executive officer shall
have supervisory powers over the management, operations, business, and affairs
of the Corporation. He shall
- 10 -
11
perform such duties as shall be assigned to him by the board of directors and
shall be primarily responsible for effectuating the orders and resolutions of
the board of directors. In the absence of the chairman and vice-chairmen of
the board of directors, he shall preside over the meetings of the board of
directors and the shareholders.
7.5 PRESIDENT. The president shall have such powers, and shall
perform such duties, as shall be assigned to him by the board of directors. In
the absence of the chairman and vice-chairmen of the board of directors and
the chief executive officer, he shall preside over the meetings of the board of
directors and the shareholders.
7.6 VICE-PRESIDENTS. Each vice-president shall have such powers,
and shall perform such duties as shall be assigned to him by the directors, the
chairman or the vice-chairman of the board of directors, the chief executive
officer, or by the president, and, in the order determined by the board, shall,
in the absence or disability of the president, perform the duties and exercise
the powers of the president.
7.7 CHIEF FINANCIAL OFFICER. The chief financial officer has
custody of all funds, securities, evidences of indebtedness and other valuable
documents of the Corporation. He shall receive and give, or cause it be given,
receipts and acquittances for moneys paid in on account of the Corporation, and
shall pay out of the funds on hand all just debts of the Corporation of
whatever nature, when due. He shall enter, or cause to be entered in books of
the Corporation to be kept for that purpose, full and accurate accounts of all
moneys received and paid out on account of the Corporation, and whenever
required by the chairman of the board of directors or the chief executive
officer, he shall render a statement of his accounts. He shall keep or cause
to be kept such books as will show a true record of the expenses, gains,
losses, assets and liabilities of the Corporation; and he shall perform all of
the other duties incident to the office of chief financial officer. If
required by the board of directors, he shall give the Corporation a bond for
the faithful discharge of his duties and for restoration to the Corporation,
upon termination of his tenure, of all property of the Corporation under his
control. (As amended on May 31, 1988.)
7.8 SECRETARY. The secretary shall give, or cause to be given,
notice of all meetings of shareholders, directors and committees, and all other
notices required by law, or by these by-laws, and in case of his absence or
refusal or neglect so to do, such notice may be given by the shareholders or
the directors upon whose request the meeting is called as provided in these
by-laws. He shall record all the proceedings of the meetings of the
shareholders, of the directors, and of committees in one or more books to be
kept for that purpose. Except as otherwise determined by the directors, he has
charge of the original stock ledgers, and shall act as transfer agent in
respect of the stock and other securities issued by the Corporation unless and
until the board of directors shall appoint a corporate transfer agent or agents
who shall have such responsibility. He has custody of the seal of the
Corporation, and shall affix it to all instruments requiring it; and he shall
perform such other duties as may be assigned to him by the directors, the
chairman or a vice-chairman of the board, the chief executive officer or the
president.
- 11 -
12
7.9 ASSISTANTS. Assistant secretaries may be appointed by the
board of directors, the chairmen or the chief executive officer and shall have
such powers and duties of the Secretary as may be delegated to one or more of
them by the secretary. (As amended August 26, 1992, to be effective as of
August 26, 1992.)
ARTICLE VIII
AMENDMENTS; ETC.
8.1 These by-laws may be altered, amended, changed, waived or
repealed, and new by-laws may be adopted as provided in the Articles; provided,
however, notwithstanding the foregoing, Sections 2.2, 2.3, 2.8, 4.1, 4.13 and
4.16, this Section 8.1 and Subsection 4.9.2 of these by-laws, as amended on and
effective as of January 31, 1995, may not be altered, amended, changed, waived
or repealed, directly or indirectly, nor may any provision inconsistent with
such Sections be adopted, by the board of directors. (As amended January 31,
1995, to be effective as of January 31, 1995.)
ARTICLE IX
MISCELLANEOUS PROVISIONS
9.1. CORPORATE SEAL. The corporate seal is circular in form, and
contains the name of the Corporation and the words "SEAL LOUISIANA". The seal
may be used by causing it, or a facsimile thereof, to be impressed or affixed
or otherwise reproduced.
9.2 CHECKS, DRAFTS, NOTES. All checks, drafts, other orders for
the payment of money, and 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 the board of directors.
9.3 NOTICE. Whenever any notice is required by these by-laws to be
given, personal notice is not meant unless expressly so stated; except as
otherwise provided in these by-laws, any notice is sufficient if given by
depositing the same in a United States mail receptacle in a sealed postage-paid
envelope addressed to the person entitled thereto at his last known address as
it appears on the records of the Corporation; and such notice is deemed to have
been given on the day of such mailing.
9.4 WAIVER OF NOTICE. Whenever any notice of the time, place or
purpose of any meeting of the shareholders, the directors or a committee is
required by law, the Articles or these by-laws, a waiver thereof in writing,
signed by the person or persons entitled to such notice and filed with the
records of the meeting before or after the holding thereof, or actual
attendance at the meeting of the shareholders in person or by proxy, or at the
meeting of the directors or committee in person, as the case may be, is
equivalent to the giving of such notice except as otherwise provided by law.
- 12 -