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Exhibit 3 b
AMENDED AND RESTATED AS OF APRIL 17, 1991
BYLAWS
OF
FINA, Inc.
(a Delaware Corporation)
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ARTICLE I.
Offices.
Section 1. Principal office in Delaware. The principal
registered office of Fina, Inc. (hereinafter called the
Corporation), in the State of Delaware shall be in the City of
Wilmington, and the registered agent in charge thereof shall
be The Corporation Trust Company.
Section 2. Other Offices. The Corporation may have a
principal or other office or offices at such other place or
places, either within or without the State of Delaware, as the
Board of Directors may from time to time determine or as shall
be necessary or appropriate for the conduct of the business of
the Corporation.
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ARTICLE II.
Meeting of Stockholders.
Section 1. Place of Meeting. All meetings of stock
holders shall be held at the head office of the Corporation
or at such place or places as may from time to time be fixed
by the Board of Directors, or as shall be specified in the
respective notices or waivers of notice thereof.
Section 2. Annual Meetings. The annual meeting of
stockholders for the election of directors and the transaction
of other business shall be held on the first Wednesday of
April immediately following the tenth day of such month in
each year. If this date shall fall upon a legal holiday, the
meeting shall be held on the next succeeding business day. At
each annual meeting, the stockholders entitled to vote shall
elect a Board of Directors and they may transact such other
corporate business as shall be stated in the notice of the
meeting.
Section 3. Special Meetings. A special meeting of the
stockholders, or any class thereof entitled to vote, for any
purpose or purposes, may be called at any time by the Chairman
of the Board or the Vice Chairman of the Board or the
President or by order of the Board of Directors and shall be
called by the Chairman of the Board or the Vice Chairman of
the Board or the President or the Secretary upon the written
request of stockholders holding of record at least a majority
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of the outstanding shares of stock of the Corporation entitled
to vote at such meeting.
Section 4. Notice of Meetings. Except as otherwise
expressly required by law, notice of each meeting of stock holders,
whether annual or special, shall be given at least
ten days before the date on which the meeting is to be held,
to each stockholder of record entitled to vote thereat by
delivering a notice thereof to him personally, or by mailing
such notice in a postage prepaid envelope directed to him at
his address as it appears on the stock ledger of the
Corporation, unless he shall have filed with the Secretary of
the Corporation a written request that notices intended for
him be directed to another address, in which case such notice
shall be directed to him at the address designated in such
request. Every notice of a special meeting of the
stockholders, besides stating the time and place of the
meeting, shall state briefly the objects or purposes thereof.
Notice of any meeting of stockholders shall not be required to
be given to any stockholder who shall attend such meeting in
person or by proxy; and, if any stockholder shall, in person
or by attorney thereunto authorized, in writing or by
telegraph, cable or wireless, waive notice of any meeting of
the stockholders, whether prior to or after such meeting,
notice thereof need not be given to him. Notice of any
adjourned meeting of the stockholders shall not be required
to be given, except where expressly required by law. No
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business other than that stated in the notice shall be
transacted at any meeting without unanimous consent of all the
stockholders entitled to vote thereat.
Section 5. List of Stockholders. It shall be the duty
of the Secretary or other officer of the Corporation who shall
have charge of the stock ledger to prepare and make, at least
ten days before every election of directors, a complete list
of the stockholders entitled to vote thereat, arranged in
alphabetical order. Such list shall be open for ten days as
specified in the Notice of the meeting, or, if not so
specified at the place where said election is to be held to
the examination of any stockholder and shall be produced and
kept at the time and place of the election during the whole
time thereof and subject to the inspection of any stockholder
who may be present. The original or a duplicate stock ledger
shall be the only evidence as to who are the stockholders
entitled to examine such list or the books of the Corporation
or to vote in person or by proxy at such election.
Section 6. Quorum. At each meeting of the stockholders,
the holders of record of 25% of the issued and outstanding
stock of the Corporation entitled to vote at
such meeting, present in person or by proxy, shall constitute
a quorum for the transaction of business, except where
otherwise provided by law, the Certificate of Incorporation
or these Bylaws. In the event that any business to be
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transacted at such meeting requires the affirmative vote of
any class of stock of the Corporation, 25% of the issued and
outstanding stock of such class, present in person or by
proxy, shall constitute a quorum for the transaction of such
business, except where otherwise provided by law, the
Certificate of Incorporation or these Bylaws. In the absence
of a quorum, any officer entitled to preside at, or act as
Secretary of, such meeting, shall have the power to adjourn
the meeting from time to time until a quorum shall be
constituted. At any such adjourned meeting at which a quorum
shall be present any business may be transacted which might
have been transacted at the meeting as originally called,
but only those stockholders entitled to vote at the meeting as
originally noticed shall be entitled to vote at any
adjournment or adjournments thereof.
Section 7. Voting. At every meeting of stockholders
each holder of record of the issued and outstanding stock of
the Corporation entitled to vote at such meeting shall be
entitled to one vote in person or by proxy for each such
share of stock entitled to vote held by such stockholder,
but no proxy shall be voted after three years from its date,
unless the proxy provides for a longer period and, except
where the transfer books of the Corporation shall have been
closed or a date shall have been fixed as the record date for
the determination of stockholders entitled to vote, no share
of stock shall be voted on at any election for directors which
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shall have been transferred on the books of the Corporation
within twenty days next preceding such election of directors.
Shares of its own capital stock belonging to the Corporation
directly or indirectly shall not be voted upon directly or
indirectly. At all meetings of the stockholders, quorum being
present, all matters shall be decided by a majority vote of
the shares of stock entitled to vote held by stockholders
present in person or by proxy, except as otherwise required
by the laws of the State of Delaware and except as otherwise
specified in the Certificate of Incorporation of the
Corporation. Unless demanded by a stockholder of the
Corporation present in person or by proxy at any meeting of
the stockholders and entitled to vote thereat or so directed
by the Chairman of the meeting or required by the laws of the
State of Delaware, the vote thereat on any question need not
be by ballot. On a vote by ballot, each ballot shall be
signed by the stockholder voting, or in his name by his
proxy, if there be such proxy, and shall state the number of
shares voted by him. Whenever the vote of stockholders at a
meeting thereof is required or permitted to be taken in
connection with any corporate action by any provisions of the
laws of the State of Delaware or of the Certificate of
Incorporation or of these Bylaws, the meeting and vote of
stockholders may be dispensed with, if a majority of the stockholders
who would have been entitled to vote upon the action if such
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meeting were held, shall consent in writing to such corporate
action being taken.
ARTICLE III.
Board of Directors.
Section 1. General Powers. The property, business and
affairs of the Corporation shall be managed by the Board of
Directors.
Section 2. Number and Term of Office. The number of
directors shall be fixed from time to time by resolution of
the Board of Directors, but such number may not be more than
fifteen nor less than five. Directors need not be
stockholders. Each director shall hold office until the
annual meeting of the stockholders next following his election
and until his successor shall have been elected and shall
qualify, or until his death, resignation, or removal.
Section 3. Quorum and Manner of Acting. Unless
otherwise provided by law, the presence of one-third of the
whole Board of Directors, and in any case not less than three
directors, shall be necessary to constitute a quorum for the
transaction of business. In the absence of a quorum, a
majority of the directors present may adjourn the meeting from
time to time until a quorum shall be present. Notice of any
adjourned meeting need not be given. At all meetings of
directors, a quorum being present, all matters shall be
decided by the affirmative vote of a majority of the directors
present, except as otherwise required by the laws of the State
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of Delaware.
Section 4. Place of Meetings, etc. The Board of
Directors may hold its meetings and keep the books and records
of the Corporation, at such place or places within or without
the State of Delaware, as the Board may from time to time
determine.
Section 5. Annual Meeting. After each annual meeting
of stockholders for the election of directors, the Board of
Directors shall meet for the purpose of organization, the
election of officers and the transaction of other business.
Notice of such meeting shall be given as hereinafter provided
for special meetings of the Board of Directors in Article III,
Section 7.(b) of these Bylaws or in a consent and waiver of
notice thereof signed by all the directors.
Section 6. Regular Meetings. Regular meetings of the
Board of Directors may be held at such time and place, within
or without the State of Delaware, as shall from time to time
be determined by the Board of Directors. After there has been
such determination and notice thereof has been once given to
each member of the Board of Directors, regular meetings may
be held without further notice being given.
Section 7. Special Meetings; Notice. (a) Special
meetings of the Board of Directors shall be held whenever
called by the Chairman of the Board or the Vice Chairman of
the Board or the President or by a majority of the directors.
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(b) Notice of each such meeting shall be mailed to each
director, addressed to him at his residence or usual place of
business, at least ten days before the date on which the
meeting is to be held, or shall be sent to him at each place
by telegraph, cable, radio or wireless, or be delivered
personally or by telephone, not later than the day before the
day on which such meeting is to be held. Each such notice
shall state the time and place of the meeting but need not
state the purposes thereof except as otherwise required by
these Bylaws, the Certificate of Incorporation or the laws of
the State of Delaware. In lieu of the notice to be given as
set forth above, a waiver thereof in writing, signed by the
director or directors entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent
thereto for purposes of this Section 7. No notice to or
waiver by any director with respect to any Special Meeting
shall be required if such director shall be present at said
meeting.
Section 8. Resignation. Any director of the Corporation
may resign at any time by giving written notice to the
Chairman of the Board, or the Secretary of the Corporation.
The resignation of any director shall take effect upon receipt
of notice thereof or at such later time as shall be specified
in such notice; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make
it effective.
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Section 9. Removal. Any elected director may be removed
at any time as provided in the Certificate of Incorporation of
the Corporation.
Section 1O. Vacancies. Vacancies and newly created
directorships resulting from any increase in the authorized
number of directors shall be filled as provided in the
Certificate of Incorporation of the Corporation.
Section 11. Compensation of Directors. The directors
shall be entitled to be reimbursed for any expenses paid by
them on account of attendance at any regular or special
meeting of the Board of Directors, and the Board may provide
that the Corporation shall pay each director such compensation
for his services as such as may be fixed by resolution of the
Board. Nothing herein contained shall be construed to
preclude any director from serving the Corporation or any
subsidiary thereof in any other capacity and receiving
compensation therefor.
Section 12. Committees. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate
one or more committees, each committee to consist of two or
more directors of the Corporation, which to the extent
provided in the resolution or in the Bylaws, shall have and
may exercise such powers of the Board in the management of
the business and affairs of the Corporation (including the
power to authorize the seal of the Corporation to be affixed
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to all papers which may require it), as the Board may by
resolution determine and specify in the respective resolutions
appointing them, subject to such restrictions as may be
contained in the Certificate of Incorporation. Such
committee or committees shall have such name or names as may
be determined from time to time by resolution adopted by the
Board of Directors. The committees shall keep regular
minutes of their proceedings and report the same to the Board
when required. A majority of all the members of any such
committee may fix its rules of procedure, determine its action
and fix the time and place, whether within or without the
State of Delaware, of its meetings and specify what notice
thereof, if any, shall be given, unless the Board of
Directors shall otherwise by resolution provide. The Board of
Directors shall have power to change the membership of any
such committee at any time, to fill vacancies therein and to
discharge any such committee, either with or without cause, at
any time. Each member of any such committee shall be paid
such fee, if any, as shall be fixed by the Board of Directors
for each meeting of such committee which he shall attend and,
in addition, such transportation and other expenses actually
incurred by him in going to the meeting of such committee and
returning therefrom.
ARTICLE IV.
Officers.
Section 1. Number. The principal officers of the
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Corporation shall be a Chairman of the Board, a Vice Chairman,
a President, an Executive Vice President, one or more Vice
Presidents, a Chief Financial Officer, a Treasurer, and a
Secretary. The Corporation may also have, at the discretion
of the Board of Directors, such other officers as may be
appointed in accordance with the provisions of these Bylaws.
None of the officers, except the Chairman of the Board, the
Vice Chairman of the Board and the President, need be
directors. One person may hold the offices and perform the
duties of any two or more of said offices.
Section 2. Election and Term of Office. The principal
officers of the Corporation shall be chosen annually by the
Board of Directors at the annual meeting thereof. At such
meeting, or in the event of the resignation or removal of a
designated officer, the Board of Directors shall designate the
Chairman of the Board or the Vice Chairman of the Board or the
President as the Chief Executive Officer and they may
designate any other officer as the Chief Operating Officer.
In the event the Board of Directors shall fail to designate an
officer as Chief Operating Officer, such duties will be
performed by the Chief Executive Officer. Each such officer
shall hold office until his successor shall have been duly
chosen and shall qualify, or until his death or until he shall
resign or shall have been removed in the manner herein
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provided.
Section 3. Subordinate Officers. In addition to the
principal officers enumerated in Section 1 of this Article IV,
the Corporation may have one or more Assistant Treasurers,
one or more Assistant Secretaries and such other officers,
agents and employees as the Board of Directors may deem
necessary, each of whom shall hold office for such period,
have such authority, and perform such duties as the Board of
the Directors or the President may from time to time
determine. The Board of Directors may delegate to any
principal officer the power to appoint and to remove any such
subordinate officers, agents or employees.
Section 4. Removal. Any officer may be removed, either
with or without cause, at any time, by resolutions adopted by
the Board of Directors at any regular meeting of the Board or
at any special meeting of the Board called for the purpose at
which a quorum is present.
Section 5. Resignations. Any officer may resign at any
time by giving written notice to the Board of Directors or
to the President or to the Secretary. Any such resignation
shall take effect upon receipt of such notice or at any later
time specified therein; and, unless otherwise specified
therein, the acceptance of such resignation shall not be
necessary to make it effective.
Section 6. Vacancies. A vacancy in any office may be
filled for the unexpired portion of the term in the manner
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prescribed in these Bylaws for election or appointment to such
office for such term.
Section 7. Chairman of the Board. The Chairman of the
Board shall have the power to call special meetings of the
stockholders and the Board of Directors of the Corporation for
any purpose or purposes, in accordance with the provisions of
the Certificate of Incorporation and these Bylaws. He shall
preside at all meetings of the stockholders and the Board of
Directors unless he shall be absent or incapacitated or
unless he shall designate the Vice Chairman to preside in his
stead at a particular meeting. The Chairman of the Board
shall possess the same power as the President to execute and
deliver all certificates, contracts and other instruments of
the Corporation. During the absence or disability of the
President, he shall exercise all the powers and discharge all
the duties of the President. He shall perform such other
duties which may be assigned to him by the Board of
Directors.
Section 8. Vice Chairman of the Board. The Vice
Chairman of the Board shall have the power to call Special
Meetings of the Stockholders and of the Board of Directors of
the Corporation for any purpose or purposes, in accordance
with the provisions of the Certificate of Incorporation and
these Bylaws. In the absence of the Chairman of the Board, he
shall preside at all meetings of the stockholders and the
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Board of Directors, unless he shall be absent or incapacitated
or unless he shall, at his option, designate the President
or, in the absence or incapacity of the President, another
officer of the Corporation to preside in his stead at a
particular meeting. The Vice Chairman shall possess the same
power as the President to execute and deliver all
certificates, contracts and other instruments of the
Corporation. During the absence or disability of the
Chairman of the Board and the President, he shall exercise all
the powers and discharge all the duties of the President. He
shall perform such other duties which may be assigned to him
by the Board of Directors.
Section 9. President. The President shall have general
supervision of the affairs of the Corporation, subject to the
control of the Board of Directors. In the event the offices
of Chairman of the Board and Vice Chairman of the Board are
vacant, or in the absence or incapacity of the Chairman of the
Board and the Vice Chairman of the Board, the President shall
assume all the duties, responsibilities, powers and authority
of the Chairman of the Board and the Vice Chairman of the
Board. He may enter into any contract or execute and deliver
any instrument in the name and on behalf of the Corporation,
except in cases in which the authority to enter into such
contract or execute and deliver such instrument, as the case
may be, shall be otherwise expressly delegated. In general,
he shall perform all duties and exercise all
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powers incident to the office of President, as herein defined,
and all such other duties as from time to time may be
assigned to him by the Board of Directors. He shall have the
power to call special meetings of the stockholders and of the
Board of Directors of the Corporation for any purpose or
purposes, in accordance with the provisions of the
Certificate of Incorporation and these Bylaws.
Section 10. Executive Vice President. The Executive
Vice President shall serve as chief executive assistant to the
President. The Executive Vice President shall assume such
duties and exercise such powers as the Board of Directors or
the President shall from time to time delegate to him, and
shall at all times actively supervise and carry out the
executive functions and activities devolving upon the office
of Executive Vice President, subject to the guidance,
direction and authority of, the President. In the absence or
incapacity of the Chairman of the Board, the Vice Chairman of
the Board and the President, he shall assume all duties,
responsibilities, powers and authority of the President. The
Executive Vice President may enter into any contract or
execute and deliver any instrument in the name and on behalf
of the Corporation, except in cases where the authority to
enter into such contract or execute and deliver such
instrument, as the case may be, shall be otherwise delegated.
Section 11. Vice Presidents. The Vice Presidents in
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the order of their seniority, unless otherwise determined by
the Board of Directors, shall, in the absence or disability of
the Chairman of the Board, the Vice Chairman of the Board,
the President, and the Executive Vice President, perform the
duties and exercise the powers of the Chairman of the Board,
the President and the Executive Vice President. Any Vice
President may enter into any contract or execute and deliver
any instrument in the name and on behalf of the Corporation,
except in cases where the authority to enter into such
contract or execute and deliver such instrument, as the case
may be, shall be otherwise delegated. They shall perform such
other duties and have such other powers as the President or
the Board of Directors may from time to time prescribe.
Section 12. Chief Financial Officer. The Chief
Financial Officer shall be responsible for the Company's
overall financial planning, supervising of the treasury
function, relations with banks and financial community, and
procuring financings for operations and acquisitions; and, in
general, shall perform such other duties as from time to time
may be assigned to him by the President or the Board of
Directors.
Section 13. Treasurer. The Treasurer shall report to
the Chief Financial Officer and shall have charge and custody
of, and be responsible for, all funds and securities of the
Corporation and shall deposit all such funds in the name of
the Corporation in such banks or other depositories as shall
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be selected by the Board of Directors. He shall exhibit at
all reasonable time his books of account and records to any
of the directors of the Corporation upon application during
business hours at the office of the Corporation where such
books and records shall be kept; when requested by the Board
of Directors, shall render a statement of the condition of the
finances of the Corporation at any meeting of the Board or at
the annual meeting of stockholders; shall receive, and give
receipt for, moneys due and payable to the Corporation from
any source whatsoever; and, in general, shall perform all
the duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to him by the
President or the Board of Directors. The Treasurer shall
give such bond, if any, for the faithful discharge of his
duties as the Board of Directors may require.
Section 14. Secretary. The Secretary, if present, shall
act as secretary at all meetings of the Board of Directors and
of the stockholders and keep the minutes thereof in a book or
books to be provided for that purpose; shall see that all notices
required to be given by the Corporation are duly given and served;
shall have charge of the stock records of the Corporation; shall
see that all reports, statements and other documents required by
law are properly kept and filed; and in general, shall perform all
the duties incident to the office of Secretary and such other
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duties as from time to time may be assigned to him by the
President or the Board of Directors.
Section 15. Salaries. The salaries of the principal
officers shall be fixed from time to time by the Board of
Directors, and the salaries of any other officers may be
fixed by the President.
ARTICLE V.
Shares and Their Transfer.
Section 1. Certificate for Stock. Every stockholder
of the Corporation shall be entitled to a certificate or
certificates, to be in such form as the Board of Directors
shall prescribe, certifying the number and class of shares
of the capital stock of the Corporation owned by him. The
designations, preferences and relative, participating,
optional or other special rights of each class and the
qualifications, limitations or restrictions of such
preferences or rights shall be set forth in full or summarized
on the face or back of the certificate which the Corporation
shall issue to represent such class of stock.
Section 2. Stock Certificate Signature. The certi-
ficates for the respective classes of such stock shall be
numbered in the order in which they shall be issued and shall
be signed by the Chairman of the Board, the Vice Chairman of
the Board, the President, the Executive Vice President or any
Vice President and the Treasurer or an Assistant Treasurer, or
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the Secretary or an Assistant Secretary of the Corporation and
its seal shall be affixed thereto; provided, however, that,
where such certificate is signed (1) by a transfer agent or an
assistant transfer agent or (2) by a transfer clerk acting
on behalf of the Corporation and a registrar, if the Board of
Directors shall by resolution so authorize, the signature of
such Chairman of the Board, Vice Chairman of the Board,
President, Executive Vice President, Vice President,
Treasurer, Secretary, Assistant Treasurer or Assistant
Secretary and the seal of the Corporation may be facsimile.
In case any officer or officers of the Corporation who shall
have signed, or whose facsimile signature or signatures shall
have been used on, any such certificate or certificates shall
cease to be such officer or officers, whether by reason of
death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the Corporation,
such certificate or certificates may nevertheless be adopted
by the Corporation and be issued and delivered as though the
person or persons who signed such certificate or certificates,
or whose facsimile signature or signatures shall have been
affixed thereto, had not ceased to be such officer or
officers.
Section 3. Stock Ledger. A record shall be kept by the
Secretary, transfer agent or by any other officer, employee or
agent designated by the Board of Directors of the name of the
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person, firm, or corporation holding the stock represented by
such certificates, the number and class of shares represented
by such certificates, respectively, and the respective dates
thereof, and in case of cancellation, the respective dates of
cancellation.
Section 4. Cancellation. Every certificate surrendered
to the Corporation for exchange or transfer shall be canceled,
and no new certificate or certificates shall be issued in
exchange for any existing certificate until such existing
certificate shall have been canceled, except in cases provided
for in Section 7 of this Article V.
Section 5. Transfers of Stock. Transfers of shares of
the capital stock of the Corporation shall be made only on
the books of the Corporation by the registered holder thereof,
or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary of the Corporation,
or with a transfer clerk or a transfer agent appointed as in
Section 6 of this Article V; provided, and on surrender of
the certificate or certificates for such shares properly
endorsed and the payment of all taxes thereon. The person in
whose name shares of stock stand on the books of the
Corporation shall be deemed the owner thereof for all
purposes as regards the Corporation; provided, however, that
whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact, if known to the
Secretary of the Corporation, shall be so expressed in the
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entry of transfer.
Section 6. Regulations. The Board of Directors may make
such rules and regulations as it may deem expedient, not
inconsistent with the Certificate of Incorporation or these
Bylaws, concerning the issue, transfer and registration of
certificates for shares of the stock of the Corporation. It
may appoint, or authorize any principal officer or officers to
appoint, one or more transfer clerks or one or more transfer
agents and one or more registrars, and may require all certificates
of stock to bear the signature or signatures of any of them.
Section 7. Lost, Destroyed, or Mutilated Certificates.
As a condition of the issue of a new certificate of stock in
the place of any certificate theretofore issued alleged to
have been lost, stolen, mutilated or destroyed, the Board of
Directors, in its discretion, may require the owner of any
such certificate, or his legal representatives, to give the
Corporation a bond in such sum and in such form as it may
direct, to indemnify the Corporation against any claim that
may be made against it on account of the alleged loss, theft,
mutilation or destruction of any such certificate or the
issuance of such new certificate. Proper and legal evidence
of such loss, theft, mutilation or destruction shall be
procured for the Board of Directors, if required. The Board
of Directors, in its discretion, may refuse to issue such
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new certificate, save upon the order of some court having
jurisdiction in such matters.
Section 8. Closing of Transfer Books. The Board of
Directors may, by resolution, direct that the stock transfer
books of the Corporation be closed for a period not exceeding
fifty days preceding the date of any meeting of the
stockholders, or the date for the payment of any dividend, or
the date for the allotment of any rights, or the date when
any change or conversion or exchange of capital stock of the
Corporation shall go into effect, or for a period not
exceeding fifty days in connection with obtaining the consent
of stockholders for any purpose. In lieu of such closing of
the stock transfer books, the Board may fix in advance a
date, not exceeding fifty 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 or a date in connection with
obtaining such consent, as a record date for the determination
of the stockholders entitled to notice of, and to vote
at, such meeting, and any adjournment thereof, or to receive
payment of any dividend, or to receive any such allotment of
rights, or to exercise the rights in respect of any such
change, conversion, or exchange of capital stock or to give
such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after
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any record date so fixed.
ARTICLE VI
Miscellaneous Provisions.
Section 1. Corporate Seal. The Board of Directors shall
provide a corporate seal, which shall be in the form of a circle
and shall bear the name of the Corporation and the words and
figures showing that it was incorporated in the State of Delaware
in the year 1956. The Secretary shall be the custodian of the seal.
The Board of Directors may authorize a duplicate seal to be kept
and used by any other officer.
Section 2. Fiscal Year. The fiscal year of the
Corporation shall end at the close of business on the 31st
day of December in each year.
Section 3. Voting of Stocks owned by the Corporation.
The Chairman of the Board or the Vice Chairman of the Board or
the President may authorize any person in behalf of the
Corporation to attend, vote and grant proxies to be used at
any meeting of stockholders of any corporation in which the
Corporation may hold stock.
Section 4. Dividends. Subject to the provisions of the
Certificate of Incorporation, the Board of Directors may, out
of funds legally available therefor, at any regular or special
meeting declare dividends upon the capital stock of the
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Corporation as and when they deem expedient. Before declaring
any dividend, there may be set apart out of any funds of the
Corporation available for dividends, such sum or sums as the
directors from time to time in their discretion deem proper
for working capital or as a reserve fund to meet contingencies
or for equalizing dividends or for such other purposes as the
directors shall deem conducive to the interests of the
Corporation.
ARTICLE VII.
Amendments.
The Bylaws of the Corporation may be altered, amended
or repealed either by the affirmative vote or a majority of
the stock issued and outstanding and entitled to vote in
respect thereof and represented in person or by proxy at any
annual or special meeting of the stockholders, provided that
notice of the proposal so to alter or repeal or to make such
Bylaws be included in the notice of such meeting, or by the
affirmative vote of a majority of the directors then in office
given at any regular or special meeting of the Board of
Directors, provided that notice of the proposal so to alter or
repeal or amend such Bylaws be included in the notice of any
special meeting of the Board of Directors. No change of the
time or place of the meeting for the election of directors
shall be made within sixty days next before the day on which
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such meeting is to be held and, in case of any change of such
time or place, notice thereof shall be given to each
stockholder in person or by letter mailed to his last known
post office address at least twenty days before the meeting
is held. Bylaws, whether made or altered by the stockholders
or by the Board of Directors, shall be subject to alteration
or repeal by the stockholders as in this Article VII above
provided.
ARTICLE VIII.
The Corporation elects not to be governed by Section 203
of the General Corporation Law of the State of Delaware
entitled "Business Combinations with Interested Stockholders."
Anything in these Bylaws to the contrary notwithstanding, this
Article VIII shall not be subject to amendment by the Board
of Directors.
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