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EXHIBIT 3(b)
BY-LAWS
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OF
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UST CORP
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ARTICLE I
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Stockholders
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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 thereof, 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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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.
ARTICLE II
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Directors
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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 remaining
Directors, except as otherwise 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 Direct B by vote of a
majority then in office. In no event, however, will the number of Directors be
less than three
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(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.
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
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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 by like vote delegate thereto some or all of their powers
except those which by law, the Articles of Organization or these 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
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Officers
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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.
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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.
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
management 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
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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 as 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.
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 Secretary, 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
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Capital Stock
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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 such 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
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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 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
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MISCELLANEOUS PROVISIONS
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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.
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
Articles 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.
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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
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DIRECTORS: INDEMNIFICATION. ETC.
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1. INDEMNIFICATION. Indemnification of Directors, officers,
employees and agents of the corporation shall be treated the manner set forth
in Article 6 of the Articles of Organization of the corporation.
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 the 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.