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EXHIBIT 4.2
BY-LAWS
OF
UST CORP
ARTICLE I
STOCKHOLDERS
1. ANNUAL MEETING. The annual meeting of stockholders shall be held
on the third Tuesday in May in each year (or if that be a legal holiday in the
place where the meeting is to be held, on the next succeeding full business
day) at 11:00 o'clock A.M. unless a different hour is fixed by the Directors or
the President and stated in the notice of the meeting. The purposes for which
the annual meeting is to be held, in addition to those prescribed by law, by
the Articles of Organization or by this By-Laws, may be specified by the
Directors or the President. If no annual meeting is held in accordance with
the foregoing provisions, a special meeting may be held in lieu theeof, and any
action taken at such meeting shall have the same effect as if taken at the
annual meeting.
2. SPECIAL MEETINGS. Special meetings of stockholders may be called
by the President or by the Directors. Upon written application of one or more
stockholders who hold at least 10% of the capital stock entitled to vote at the
meeting, special meetings shall be called by the Clerk, or in the case of the
death, absence, incapacity or refusal of the Clerk, by any other officer. The
call for the meeting shall state the date, hour and place and the purposes of
the meeting.
3. PLACE OF MEETINGS. All meetings of stockholders shall be held at
the principal office of the corporation unless a different place (within the
United States) is fixed by the Directors or the President and stated in the
notice of the meeting.
4. NOTICE OF MEETINGS. A written notice of every meeting of
stockholders, stating the place, date and hour thereof, and the purposes for
which the meeting is to be held, shall be given by the Clerk or by the person
calling the meeting at least seven days before the meeting to each stockholder
entitled to vote thereat and to each stockholder, who by law, by the Articles
of Organization or by these By-Laws is entitled to such notice, by leaving such
notice with him or at his residence or usual place of business, or by mailing
it postage prepaid and addressed to such stockholder at his address as it
appears upon the books of the corporation. No notice need be given to any
stockholder if a written waiver of notice, executed before or after the meeting
by the stockholder or his attorney thereunto authorized, is filed with the
records of the meeting.
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5. QUORUM. The holders of a majority in interest of all stock issued,
outstanding and entitled to vote at a meeting shall constitute a quorum, but a
lesser number may adjourn any meeting from time to time without further notice;
except that, if two or more classes of stock are outstanding and entitled to
vote as separate classes, then in the case of each such class, a quorum shall
consist of the holders of a majority in interest of the stock of that class
issued, outstanding and entitled to vote.
6. VOTING AND PROXIES. Each stockholder shall have one vote for each
share of stock entitled to vote held by him of record according to the records
of the corporation, unless otherwise provided by the Articles of Organization.
Stockholders may vote either in person or by written proxy dated not more than
six months before the meeting named therein. Proxies shall be filed with the
Clerk of the meeting, or at any adjournment thereof, before being voted.
Except as otherwise limited therein, proxies shall entitle the persons name
therein to vote at any adjournment of such meeting. A proxy with respect to
stock held in the name of two or more persons shall be valid if executed by one
of them unless at or prior to exercise of the proxy the corporation receives a
specific written notice to the contrary from any one of them. A proxy
purporting to be executed by or on behalf of a stockholder shall be deemed
valid unless challenged at or prior to its exercise.
7. ACTION AT MEETING. When a quorum is present, the holders of a
majority of the stock present or represented and voting on a matter, (or if
there are two or more classes of stock entitled to vote as separate classes,
then in the case of each such class, the holders of a majority of the stock of
that class present or represented and voting on a Matter) except where a larger
vote is required by law, the Articles of Organization or these By-laws, shall
decide any matter to be voted on by the stockholders. Any election by
stockholders shall be determined by a plurality of the votes cast by the
stockholders entitled to vote at the election. No ballot shall be required for
such election unless requested by a stockholder present or represented at the
meeting and entitled to vote in the election. The corporation shall not
directly or indirectly vote any share of its stock.
8. ACTION WITHOUT MEETING. Any action to be taken by stockholders may
be taken without a meeting if all stockholders entitled to vote on the matter
consent to the action by a writing filed with the records of the meetings of
stockholders. Such consent shall be treated for all purposes as a vote at a
meeting.
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ARTICLE II
DIRECTORS
1. POWERS. The business of the corporation shall be managed by a
Board of Directors who may exercise all the powers of the corporation except as
otherwise provided by law, by the Articles of Organization or by these By-Laws.
In the event of a vacancy in the Board of Directors, the remaing Directors,
except as othewise provided by law, may exercise the powers of the full Board
until the vacancy is filled.
2. ELECTION OF DIRECTORS. The Board shall consist of such number of
Directors, which is a multiple of three, as is fixed by the stockholders at any
Annual or Special meeting or by the Directors by vote of a majority then in
office. In no event, however, will the number of Directors be less than three
(3) nor more than twenty-four (24). Members of the Board of Directors shall be
divided into three (3) classes and the term of the three classes shall expire
in different succeeding years. Directors elected at an annual meeting of
stockholders shall be elected for three-year terms and until their respective
successors are duly elected and qualified.
3. VACANCIES. Any vacancy in the Board of Directors, other than a
vacancy resulting from the enlargement of the Board, may be filled by the
stockholders or, in the absence of stockholder action, by the Directors.
4. ENLARGEMENT OF THE BOARD. Subject to such numerical limitations as
may be imposed by law, the Articles of Organization, as amended, or these
By-Laws, the number of Directors constituting the Board of Directors may be
increased and one or more additional Directors elected at any meeting of the
stockholders or by the Directors by vote of a majority of the Directors then in
office.
5. TENURE. Except for the eleven (11) Directors elected at the 1981
annual meeting of stockholders, and the four (4) Directors appointed by the
Board of Directors prior to the 1982 annual meeting, and except as otherwise
provided by law, by the Articles of Organization or by these By-Laws, each
Director shall hold office for a term of three (3) years until the third annual
meeting of stockholders next following his election and until his successor is
duly chosen and qualified. Any Director may resign by delivering his written
resignation to the President, Clerk or Secretary of the Corporation. Such
resignation shall be effective upon receipt unless it is specified to be
effective at some other time or upon the happening of some other event.
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6. REMOVAL. A Director may be removed from office (a) with or without
cause by vote of a majority of the stockholders entitled to vote in the
election of Directors, provided that the Directors of a class elected by a
particular class of stockholders may be removed only by the vote of the holders
of a majority of the shares of such class or (b) for cause by vote of a majority
of the Directors then in office. A Director may be removed for cause only
after reasonable notice and opportunity to be heard before the body proposing
to remove him.
7. MEETINGS. Regular meetings of the Directors may be held without
call or notice at such places and at such times the Directors may from time to
time determine, provided that any Director who is absent when such
determination is made shall be given notice of the determination. A regular
meeting of the Directors may be held without a call or notice at the same place
as the annual meeting of stockholders, or the special meeting held in lieu
thereof, following such meeting of stockholders.
Special meetings of the Directors may be held at any time and place
designated in a call by the President, Treasurer or two or more Directors.
8. NOTICE OF MEETINGS. Notice of all special meetings of the
Directors shall be given to each Director by the Secretary, or if there be no
Secretary, by the Clerk, or Assistant Clerk, or in case of the death, absence,
incapacity or refusal of such persons, by the officer or one of the Directors
calling the meeting. Notice shall be given to each Director in person or by
telephone or by telegram sent to his business or home address at least twenty
four hours in advance of the meeting, or by written notice mailed to his
business or home address at least forty-eight hours in advance of the meeting.
Notice need not be given to any Director if a written waiver of notice,
executed by him before or after the meeting, is filed with the records of the
meeting, or to any Director who attends the meeting without protesting prior
thereto or at its commencement the lack of notice to him. A notice or waiver
of notice of a Director's meeting need not specify the purposes of the meeting.
9. QUORUM. At any meeting of the Directors, a majority of the
Directors then in office shall constitute a quorum. Less than a quorum may
adjourn any meeting from time to time without further notice.
10. ACTION AT MEETING. At any meeting of the Directors at which a
quorum is present, the vote of a majority of those present, unless a different
vote is specified by law, by the Articles of Organization, or by these By-Laws,
shall be sufficient to decide such matter.
11. ACTION BY CONSENT. Any action by the Directors may be taken
without a meeting if a written consent thereto is signed by all the Directors
and filed with the records of the Directors' meetings. Such consent shall be
treated as a vote of the Directors for all purposes.
12. COMMITTEES. The Directors may, by vote of a majority of the
Directors then in office, elect from their number an executive or other
committees and may be like vote delegate thereto some or all of their powers
except those which by law, the Articles of Organization or these
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By-Laws they are prohibited from delegating. Except as the Directors may
otherwise determine, any such committee may make rules for the conduct of its
business, but unless otherwise provided by the Directors or in such rules, its
business shall be conducted as nearly as may be in the same manner as is
provided by these By-Laws for the Directors.
13. ATTENDANCE. Any Director who fails to attend three (3)
consecutive Directors' meetings, or who fails to attend at least 50% of the
Directors' meetings in any calendar year, shall not be eligible for re-election
as a Director at the annual meeting of stockholders, unless prior to such
annual meeting of stockholders, such Director is declared eligible for
re-election by the unanimous vote of all members of the Board of Directors who
have fulfilled the foregoing attendance requirements.
ARTICLE III
OFFICERS
1. ENUMERATION. The officers of the Corporation shall consist of a
President, a Chairman of the Board of Directors ("Chairman"), a Treasurer, a
Clerk, and such other officers, including one or more Vice Presidents,
Assistant Treasurers, Assistant Clerks and Secretary as the Directors may
determine.
2. ELECTION. The President, Chairman, Treasurer and Clerk shall be
elected annually by the Directors at their first meeting following the annual
meeting of stockholders.
3. QUALIFICATION. The President may, but need not be, a Director. The
Chairman must be a Director. No officer need be a stockholder. Any two or more
offices may be held by the same person, provided that the President and Clerk
shall not be the same person. The Clerk shall be a resident of Massachusetts
unless the Corporation has a resident agent appointed for the purpose of service
of process. Any officer may be required by the Directors to give bond for his
faithful performance of his duties to the Corporation in such amount and with
such sureties as the Directors may determine.
4. TENURE. Except as otherwise provided by law, by the Articles of
Organization or by these By-Laws, the President, Chairman, Treasurer and Clerk
shall hold office until the first meeting of the Directors following the annual
meeting of stockholders and thereafter until his successor is chosen and
qualified; and all of the officers shall hold office until the first meeting of
the Directors following the annual meeting of stockholders, unless a shorter
term is specified in the vote choosing or appointing them. Any officer may
resign by delivering his written resignation to the Corporation at its
principal office or to the President, Chairman, Clerk or Secretary, and such
resignation shall be effective upon receipt unless it is specified to be
effective at some other time or upon the happening of some other event.
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5. REMOVAL. The Directors may remove any officer with or without
cause by a vote of a majority of the entire number of Directors then in office,
provided that an officer may be removed for cause only after reasonable notice
and opportunity to be heard by the Board of Directors prior to action thereon.
6. PRESIDENT AND VICE PRESIDENT. The President shall be the chief
executive officer of the Corporation and shall, subject to the direction of the
Directors, have general supervision and control of its business. Unless
otherwise provided by the Directors he shall preside, when present, at all
meetings of stockholders and of the Directors.
Any Vice President shall have such powers as the Directors may from
time to time designate.
7. CHAIRMAN. The Chairman of the Board of Directors shall be a
Director of the Corporation and shall be elected by the Directors from among
their number. If the Board of Directors so designates, the Chairman may also
serve as the chief executive officer or the chief operating officer of the
Corporation, and shall in such event, subject to the direction of the Board of
Directors, have the general powers and duties of supervision and mangement of
the day-to-day business of the Corporation and its officers and agents.
8. TREASURER AND ASSISTANT TREASURERS. The Treasurer shall, subject
to the direction of the Director, have general charge of the financial affairs
of the corporation and shall cause to be kept accurate books of account. He
shall have custody of all funds, securities, and valuable documents of the
corporation, except as the Directors may otherwise provide.
Any Assistant Treasurer shall have such powers as the Directors may
from time to time designate.
9. CLERK AND ASSISTANT CLERKS. The Clerk shall keep a record of the
meetings of stockholders. Unless a Transfer Agent is appointed, the Clerk
shall keep or cause to be kept in Massachusetts, at the principal office of the
corporation or at this office, the stock and transfer records of the
corporation, in which are contained the names of all stockholders and the
record address, and the amount of stock held by each. The Clerk need not be
sworn.
In case a Secretary is not elected, the Clerk shall keep a record of
the meetings of the Directors.
Any Assistant Clerk shall have such powers at the Directors may from
time to time designate. In the absence of the Clerk from any meeting of
stockholders, an Assistant Clerk, if one be elected, otherwise a Temporary
Clerk designated by the person presiding at the meeting, shall perform the
duties of the Clerk.
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10. SECRETARY AND ASSISTANT SECRETARIES. If a Secretary is elected,
he shall keep a record of the meetings of the Directors and in his absence, an
Assistant Secreatry, if one be elected, otherwise a Temporary Secretary
designated by the person presiding at the meeting, shall keep a record of the
meetings of the Directors.
Any Assistant Secretary shall have such powers as the Directors may
from time to time designate.
11. OTHER POWERS AND DUTIES. Each officer shall, subject to these
By-Laws, have in addition to the duties and powers specifically set forth in
these By-Laws, such duties and powers as are customarily incident to his
office, and such duties and powers as the Directors may from time to time
designate.
ARTICLE IV
CAPITAL STOCK
1. CERTIFICATES OF STOCK. Each stockholder shall be entitled to a
certificate of the capital stock of the corporation in such form as may be
prescribed from time to time by the Directors. The certificate shall be signed
by the President or a Vice President, and by the Treasurer or an Assistant
Treasurer, but when a certificate is countersigned by a transfer agent or a
registrar, other than a Director, officer or employee of the corporation, such
signatures may be facsimiles. In case any officer who has signed or whose
facsimile signature has been placed on such certificate shall have ceased to be
such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were officer at the time of its
issue.
Every certificate for shares of stock which are subject to any
restriction on transfer pursuant to the Articles of Organization, the By-Laws
or any agreement to which the corporation is a party, shall have the
restriction noted conspicuously on the certificate and shall also set forth on
the face or back either the full text of the restriction or a statement of the
existence of such restriction and a statement that the corporation will furnish
a copy to the holder of such certificate upon written request and without
charge. Every certificate issued when the corporation is authorized to issue
more than one class or series of stock shall set forth on its face or back
either the full text of the preferences, voting powers, qualifications and
special and relative rights of the shares of each class and series authorized
to be issued or a statement of the existence of such preferences, powers,
qualifications and rights, and a statement that the corporation will furnish a
copy thereof to the holder of such certificate upon written request and without
charge.
2. TRANSFERS. Subject to any restrictions on transfer which may be
set forth in this Article IV, shares of stock may be transferred on the books
of the Corporation or by the surrender to the Corporation or its transfer agent
of the certificate therefor properly endorsed or accompanied by written
assignment and power of attorney properly executed, with necessary transfer
stamp affixed, and with such proof of the
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authenticity of signature as the Corporation or its transfer agent may
reasonably require. Except as may be otherwise required by law, by the
Articles of Organization or by these By-Laws, the Corporation shall be entitled
to treat the record holder of stock as shown on its books as the owner of such
stock for all purposes, including the payment of dividends and the right to
vote with respect thereto, regardless of any transfer, pledge or other
disposition of such stock, until the shares have been transferred on the books
of the Corporation in accordance with the requirements of these By-Laws.
It shall be the duty of each stockholder to notify the Corporation of
his post office address.
3. RECORD DATE. The Directors may fix in advance a time of not more
than sixty days preceding the date of any meeting of stockholders, or the date
for the payment of any dividend or the making of any distribution to
stockholders, or the last day on which the consent or dissent of stockholders
may be effectively expressed for any purpose, as the record date for
determining the stockholders having the right to notice of and to vote at such
meeting, and any adjournment thereof, or the right to receive such dividend or
distribution or the right to give such consent or dissent. In such case only
stockholders of record on such record date shall have such right,
notwithstanding any transfer of stock on the books of the corporation, after
the record date. Without fixing such record date, the Directors may for any of
such purposes close the transfer books for all or any part of such period.
4. REPLACEMENT OF CERTIFICATES. In case of the alleged loss or
destruction or the mutilation of a certificate of stock, a duplicate certificate
may be issued in place thereof, upon such terms as the Directors may prescribe.
ARTICLE V
MISCELLANEOUS PROVISIONS
1. FISCAL YEAR. Except as from time to time otherwise determined by
the Directors, the fiscal year of the corporation shall be the twelve months
ending on the last day of December.
2. SEAL. The seal of the corporation shall bear its name, the word
"Massachusetts", and the year of its corporation.
3. EXECUTION OF INSTRUMENTS. All deeds, leases, transfers, contracts,
bonds, notes and other obligations authorized to be executed by an officer of
the corporation in its behalf shall be signed by the President or the Treasurer
except as the Directors may generally or in particular cases otherwise
determine.
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4. VOTING OF SECURITIES. Except as the Directors may otherwise
designate, the President or Treasurer may waive notice of, and appoint any
person or persons to act as proxy or attorney in fact for this corporation
(with or without power of substitution) at any meeting of stockholders or
shareholders of any corporation or organization, the securities of which may
be held by this corporation.
5. CORPORATE RECORDS. The original, or attested copies, of the
Articles of Organization, By-Laws and records of all meetings of the
incorporators and stockholders, and the stock and transfer records, which shall
contain the names of all stockholders and the record address and the amount of
stock held by each, shall be kept in Massachusetts at the principal office of
the corporation, or at an office of its transfer agent or of the Clerk. Said
copies and records need not all be kept in the same office. They shall be
available at all reasonable times to the inspection of any stockholder for any
proper purpose but not to secure a list of stockholders for the purpose of
selling said list or copies thereof or of using the same for a purpose other
than in the interest of the applicant, as a stockholder, relative to the
affairs of the corporation.
6. ARTICLES OF ORGANIZATION. All references in these By-Laws to the
Articles of Organization shall be deemed to refer to the Arthcles of
Organization of the corporation, as amended and in effect from time to time.
7. AMENDMENTS. These By-Laws may at any time be amended by vote of
the stockholders, provided that notice of the substance of the proposed
amendment is stated in the notice of the meeting, or may be amended by vote of
a majority of the Directors then in office. No change in the date of the
annual meeting may be made within sixty days before the date fixed in these
By-Laws. Not later than the time of giving notice of the meeting of
stockholders next following the making, amending or repealing by the Directors
of any By-Law, notice thereof stating the substance of such change shall be
given to all stockholders entitled to vote on amending the By-Laws.
8. OPT-OUT FROM CONTROL SHARE ACQUISITION PROVISIONS OF
MASSACHUSETTS LAW. Until such time as this Section 8 of Article V shall be
repealed or the By-Laws shall otherwise be amended to provide to the contrary,
in each case in accordance with Article V, Section 7 of these By-Laws, the
provisions of Chapter 110D of the Massachusetts General Laws, including any
successor provisions thereto, ("Chapter 110D") shall not apply to "control
share acquisitions" of the corporation or of shares of the corporation's
capital stock within the meaning of said Chapter 110D.
ARTICLE VI
DIRECTORS: INDEMNIFICATION, ETC.
1. INDEMNIFICATION. Indemnification of Directors, officers, employees
and agents of the corporation shall be treated the manner set forth in Article
6 of the Article 6 of the Articles of Organization of the corporation.
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2. POWERS OF DIRECTORS. The board of directors may exercise all the
powers of the corporation, except those by which by law, by the Articles of
Organization or by these By-Laws are conferred upon or reserved to the
stockholders. In particular, and without limiting the generality of the
foregoing, the board of directors may, by a majority vote of the entire Board,
issue all or part of the unissued capital stock of the corporation from time to
time authorized under the Articles of Organization, and may determine, subject
to any requirements of law, the consideration for which stock is to be issued
and the manner of allocating such consideration between capital and surplus.
3. RESIGNATION AND REMOVAL. Any director or officer may resign at any
time by delivering, by mail or otherwise, his resignation in writing to the
board of directors or to the clerk, which resignation shall be effective upon
receipt.
4. HONORARY DIRECTORS. One or more Honorary Directors may be
appointed by the Stockholders at the Annual Meeting or by the Directors at any
regular meeting or any special meeting called for that purpose. Any Honorary
Director may be removed by the Stockholders; an Honorary Director appointed by
the Directors may be removed by the Directors. Honorary Directors shall serve
until the next Annual Meeting of the Stockholders, unless sooner removed. No
Honorary Director shall be deemed to be an officer or member of he Board of
Directors, nor shall he or she be required to attend meetings or be authorized
or required to perform any duties. Honorary Directors may attend meetings of
the Board of Directors, but shall have no vote.
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