BY-LAWS
of
W. R. GRACE & CO.
A New York Corporation
(As Amended Through May 10, 1996)
ARTICLE I
Meetings of Shareholders
Section 1.1. Annual Meetings. An annual meeting of the shareholders
of the Corporation, for the election of directors and the transaction of other
business, shall be held annually (a) on the tenth day of May, or (b) if such
day be a Saturday, Sunday or a holiday at the place where the meeting is to be
held, on the last business day preceding or on the first business day after
such tenth day of May, as may be fixed by the Board of Directors, or (c) on
such other date as may be fixed by the Board of Directors.
Section 1.2. Special Meetings. Except as otherwise expressly
provided by law, a special meeting of the shareholders may be called only by
the Board of Directors, by the Chairman or by the President at any time for
such purpose or purposes and held on such date as may be specified in the
notice thereof.
Section 1.3. Place and Hour of Meeting. All meetings of shareholders
shall be held at such place within or without the State of New York and at
such hour as may be fixed by the Board of Directors or the officer calling the
meeting.
Section 1.4. Notice of Meeting. Except as otherwise expressly
provided by law, a notice in writing of each meeting of shareholders shall be
given by or at the direction of the Board of Directors or the officer calling
the meeting to each shareholder of record, personally or by first class mail,
directed to him at his address as it appears on the record of shareholders,
not fewer than ten nor more than fifty days before the date of the meeting.
Each notice shall state the place, date and hour of the meeting and, unless it
is an annual meeting, shall indicate that it is being issued by or at the
direction of the Board of Directors or the officer calling the meeting. If
such notice relates to an annual meeting it need not state the purposes
thereof unless otherwise required by law, the Certificate of Incorporation of
the Corporation or these By-laws. If such notice relates
to a special meeting, it shall state the purpose or purposes for which such
meeting has been called, and no other business shall be transacted at such
special meeting.
No notice of an adjourned meeting of shareholders need be given
unless otherwise expressly required by law. At any adjourned meeting at which
a quorum is present, any business may be transacted which might have been
transacted at the meeting as originally noticed.
Notice of meeting need not be given to any shareholder who submits a
signed waiver of notice, in person or by proxy, whether before or after the
meeting. The attendance of any shareholder at a meeting, in person or by
proxy, without protesting prior to the conclusion of the meeting the lack of
notice of such meeting, shall constitute a waiver of notice by him.
Section 1.5. Quorum. The holders of the shares constituting a
majority in voting power entitled to vote, present in person or by proxy,
shall constitute a quorum at any meeting of shareholders, but no action
required by law, by the Certificate of Incorporation of the Corporation or by
these By-laws to be authorized or taken by the holders of a designated
proportion of the voting power of shares, of the shares of any particular
class or series or of each class or series may be authorized or taken by a
lesser proportion.
Whether or not there is a quorum at any meeting of the shareholders,
the shareholders present in person or by proxy entitled to cast a majority of
the votes thereat may adjourn the meeting.
Section 1.6. Voting. Except as otherwise expressly provided by law,
every shareholder of record present in person or by proxy shall be entitled at
every meeting of shareholders to vote, in accordance with and subject to the
provisions of the Certificate of Incorporation of the Corporation, each and
every share of stock of the Corporation standing in his name on the record of
shareholders at the record date fixed as provided in Section 6.3 of these
By-laws or, if no such record date shall have been fixed, then at the time
provided by law.
Except as otherwise expressly provided by law or by the Certificate
of Incorporation of the Corporation, the vote, at a meeting of the
shareholders duly held and at which a quorum is present, of a majority of the
votes cast at such meeting by the holders of shares entitled to vote shall be
the act of the shareholders.
Section 1.7. Business to be Transacted at Annual Meetings.
No business shall be transacted at any annual meeting of the
shareholders, except as may be (a) specified in the notice of the meeting
given by or at the direction of the Board of Directors (including, if so
specified, any shareholder proposal submitted pursuant to the rules and
regulations of the Securities and Exchange Commission), (b) otherwise brought
before the meeting by or at the direction of the Board of Directors or (c)
otherwise brought before the meeting, in accordance with the procedure set
forth in the following paragraph, by a shareholder of record of the
Corporation entitled to vote at such meeting.
For business to be brought before an annual meeting by a shareholder
pursuant to clause (c) above, the shareholder must have given written notice
thereof to the Secretary of the Corporation, such notice to be delivered or
mailed to, and received at, the principal executive offices of the Corporation
not less than 60 days nor more than 90 days prior to the date of the meeting,
unless the meeting is to take place on a date other than that specified in
clause (a) or (b) of Section 1.1 of these Bylaws, in which event such notice
must be received at the principal executive offices of the Corporation not
later than the close of business on the tenth day following the day on which
the Corporation's notice of the date of the meeting is first given or made to
the shareholders or disclosed to the general public (which disclosure may be
effected by means of a publicly available filing with the Securities and
Exchange Commission). A shareholder's notice to the Secretary shall set forth,
as to each matter the shareholder proposes to bring before the annual meet-
ing, (a) a brief description of the business proposed to be brought before the
annual meeting and of the reasons for bringing such business before the annual
meeting (including, but not limited to, the reasons why the shareholder deems
such business to be beneficial to the Corporation) and, if such business
includes a proposal to amend either the Certificate of Incorporation of the
Corporation or these By-laws, the text of the proposed amendment; (b) the
name and address of the shareholder proposing such business, of any beneficial
owners of shares of stock of the Corporation which are held of record by such
shareholder and of any other shareholders (including beneficial owners) known
by such shareholder to support such proposal; (c) the number of shares of each
class of stock of the Corporation that are held of record and beneficially
owned by the shareholder, any beneficial owners of its shares and any such
other shareholders; (d) a representation that the shareholder is or will be a
holder of record of stock of the Corporation entitled to vote at such meeting
and intends to appear in person or by proxy at such meeting to propose such
business; and (e) any material interest of the shareholder, any beneficial
owner of its shares or any such other shareholders in such business (other
than any interest as shareholders of the Corporation). No business shall be
conducted at any annual meet ing of the shareholders (a) except as specified
in this Section
1.7 or (b) unless, pursuant to the law of the State of New York or any rule or
regulation of the Securities and Exchange Commission, such business may
properly be brought before the meeting.
If it is determined that any business brought before an annual
meeting of the shareholders is not properly brought before the meeting, the
presiding officer at such meeting shall so de clare to the meeting, in which
event such business shall not be acted upon.
ARTICLE II
Directors
Section 2.1. Management of Business; Qualifications. Except as
otherwise provided by law or the Certificate of Incorporation of the
Corporation, the business, property and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors. Each director
shall be a shareholder of the Corporation.
Section 2.2. Number, Election and Term of Office. The number of
directors constituting the entire Board of Directors shall be such number, not
less than nine nor more than fifty, as may be fixed by a majority of the entire
Board of Directors. No person shall be nominated for election as a director if
such person will have attained the age of 70 prior to the expiration of his or
her term of office*. The directorships shall be divided into three classes,
designated Class I, Class II and Class III, and directors shall be elected and
serve in the manner provided in the Certificate of Incorporation and in these
By-laws.
No person shall be nominated for election as a director, except as
may be (a) approved by the Board of Directors or (b) nominated by a
shareholder of record of the Corporation entitled to vote at the meeting at
which such person is to be nominated in accordance with the procedure set
forth in the following paragraph.
A shareholder may nominate a person or persons for election as
directors only if the shareholder has given written notice of its intent to
make such nomination to the Secretary of the Corporation, such notice to be
delivered or mailed to, and received at, the principal executive offices of
the Corporation (a) with respect to an annual meeting of the shareholders, not
less than 60 days nor more than 90 days prior to the date of the meeting,
- - --------
* This sentence shall be effective immediately after the 1995 Annual Meeting of
Shareholders of the Corporation.
unless the meeting is to take place on a date other than that specified in
clause (a) or (b) of Section 1.1 of these By-laws, in which event such notice
must be received at the principal executive offices of the Corporation not
later than the close of business on the tenth day following the day on which
the Corporation's notice of the date of the meeting is first given or made to
the shareholders or disclosed to the general public (which disclosure may be
effected by means of a publicly available filing with the Securities and
Exchange Commission); or (b) with respect to an election to be held at a
special meeting of the shareholders, not later than the close of business on
the tenth day following the day on which the Corporation's notice of the date
of the meeting is first given or made to the shareholders or disclosed to the
general public (which disclosure may be effected by means of a publicly
available filing with the Securities and Exchange Commission). A shareholder's
notice to the Secretary shall set forth (a) the name and address of the
shareholder who intends to make such nomination, of any beneficial owners of
shares of stock of the Corporation which are held of record by such
shareholder and of any other shareholders (including beneficial owners) known
by such shareholder to support such nomination; (b) the name, age, business
and residence addresses and principal occupation of each person to be nomi-
nated, the class of directorship to which each such person is to be nominated
and the nominee, if any, against whom each such person is to run; (c) the
number of shares of each class of stock of the Corporation that are held of
record and beneficially owned by the shareholder, any beneficial owners of its
shares and any such other shareholders; (d) a representation that the
shareholder is or will be a holder of record of stock of the Corporation en-
titled to vote with respect to the election of directors at such meeting and
intends to appear in person or by proxy at such meeting to nominate such
proposed nominee(s); (e) a description of all material arrangements,
relationships and understandings between the shareholder, any beneficial
owners of its shares or any such other shareholders and each proposed nominee
and between proposed nominees; (f) such other information regarding each
proposed nominee as the Corporation would be required to include in a proxy
statement filed pursuant to the rules and regulations of the Securities and
Exchange Commission; and (g) the written consent of each proposed nominee to
serve as a director of the Corporation if elected, together with an
undertaking, signed by each proposed nominee, to furnish to the Corporation
any information it may request upon the advice of counsel for the purpose of
determining such proposed nominee's eligibility to serve as a director. No
person may be nominated by a shareholder for election as a director of the
Corporation (a) if, pursuant to applicable law or any provision of these
By-laws, such person would be ineligible to serve as a director or (b) if the
election of
such person would violate, or subject the Corporation to liability under, any
applicable law.
If it is determined that the nomination of any person at any meeting
of the shareholders is not in compliance with this Section 2.2, the presiding
officer at such meeting shall so declare to the meeting, in which event such
nomination shall not be acted upon.
Section 2.3. Meetings. The Board of Directors shall hold an annual
organization meeting immediately after each annual meeting of shareholders, at
the place where such meeting of shareholders was held (or at such other place
as the Board of Directors shall have designated), for the purpose of electing
officers and for the transaction of such other business as may properly come
before such meeting.
The Board of Directors may provide for the holding of regular
meetings and may fix the time and place of such meetings. Special meetings may
be called by the Chairman, by the President or by a majority of the directors
then in office.
Except as hereinabove provided with respect to the annual
organization meeting, the Board of Directors shall hold its meetings at the
principal executive offices of the Corporation in New York, New York, or at
such other place, within or without the State of New York, as the Board of
Directors from time to time may determine, or as may be designated by waivers
of notice thereof signed by all the directors.
Section 2.4. Notice of Meeting. Notice need not be given with respect
to the annual organization meeting of the Board of Directors (unless such
meeting is to be held at a place other than where the annual meeting of
shareholders is to be held) or with respect to any adjourned meeting of the
Board of Directors. Notice of any regular meeting of the Board of Directors
need not be given unless there is a change in the time or place of such
meeting. Notice of any change in the place of the annual organization meeting
or in the time or place of any regular meeting, and notice of the time and
place of any special meeting of the Board of Directors (a) shall be sent to
each director by first class mail at least three days before the date on which
the meeting is to be held, or (b) shall be sent to each director by telegram,
cablegram, telex or other written form of telecommunication, or delivered or
telephoned to him, at least 24 hours before the time at which such meeting is
to be held. Any notice in writing shall be addressed to the director at his
residence or usual place of business, or at such other address as he may have
designated in a written request filed with the Secretary. Any notice by
telephone shall be communicated to the director or his
representative or answering machine at the telephone number of his residence
or his usual place of business or at such other telephone number as he may
have so designated. Notice of a meeting of the Board of Directors need not
state the purpose thereof, except as otherwise expressly provided by law.
Notice of meeting need not be given to any director who submits a
signed waiver of notice, whether before or after the meeting, or who attends
the meeting without protesting, prior thereto or at its commencement, the lack
of notice to him.
Section 2.5. Quorum and Manner of Acting. A majority of the entire
Board of Directors shall constitute a quorum for the transaction of business
at any meeting of the Board of Directors, except that one-third of the entire
Board of Directors shall constitute a quorum for the transaction of any
business relating to any recommendation made by, or other action of, the
Salary, Incentive Compensation and Employee Benefits Committee of the Board
of Directors or the Stock Incentive Committee of the Board of Directors or
any successor to either of such Committees. Except as otherwise expressly
provided by law or by these By-laws, the act of the majority of the directors
present at the time of a vote, if a quorum is present at such time, shall be
the act of the Board of Directors.
Any one or more members of the Board of Directors may participate in
a meeting of the Board of Directors by means of a conference telephone or
similar communications equipment allowing all persons participating in the
meeting to hear each other at the same time. Participation by such means shall
constitute presence in person at a meeting.
Whether or not there is a quorum at any meeting, a majority of the
directors who are present may adjourn the meeting to another time or place.
At any such adjourned meeting at which a quorum is present, any business may
be transacted which might have been transacted at the meeting as originally
called.
On any question, the names of those directors voting each way and
those directors abstaining shall be entered in the min utes if any director
shall so request.
Section 2.6. Action in Lieu of Meeting. If all the directors consent
in writing to the adoption of a resolution authorizing any action to be taken
by the Corporation, such action shall be as valid corporate action as though
it had been author ized at a meeting of the Board of Directors. Such
resolution and the written consents thereto by the directors shall be filed
with the minutes of the proceedings of the Board of Directors.
Section 2.7. Resignation and Removal. A director may resign at any
time by giving written notice to the Board of Directors, the Chairman, the
President or the Secretary. Such resignation shall take effect at the time
specified therein or, if no time is specified, immediately upon its receipt by
the Corporation. The acceptance of such resignation shall not be necessary to
make it effective unless otherwise specified therein. A director may be
removed as provided in the Certificate of Incorporation of the Corporation.
Section 2.8. Vacancies. Any vacancy in the Board of Directors that
results from an increase in the number of directorships may be filled by the
vote of directors constituting a majority of the entire Board of Directors
prior to such increase, and any other vacancy in the Board of Directors may be
filled by the vote of a majority of the directors then in office, even though
the number of directors is less than a quorum, or by the sole remaining
director. Any director elected by the Board of Directors shall hold office
until the next annual meeting of shareholders.
ARTICLE III
Executive Committee and Other Committees
Section 3.1. Appointment and Powers of Committee. The Board of
Directors, by resolution adopted by a majority of the entire Board of
Directors, may designate from its members one or more committees, each
consisting of three or more members. Subject to any limitations imposed by
law or by the Certificate of Incorporation of the Corporation, each committee
shall have such authority as the Board of Directors shall confer, which may in-
clude all the authority of the Board of Directors (including, but not limited
to, that provided for in the Certificate of Incorporation of the Corporation
or these By-laws); provided, however, that no committee shall have authority
as to (a) the submission to shareholders of any action that needs
shareholders' approval under applicable law, (b) the filling of vacancies in
the Board of Directors or any committee or the designation of a committee, (c)
the fixing of compensation of the directors for serving on the Board of
Directors or any committee, (d) the amendment or repeal of these By-laws or
the adoption of new by-laws or (e) the amendment or repeal of any resolution
of the Board of Directors which by its terms shall not be so amendable or
repealable.
Any reference in these By-laws to action taken or authorized by the
Board of Directors shall include action taken or authorized by a committee
duly designated by the Board of Directors and authorized to act pursuant to
such designation and this Section 3.l.
Section 3.2. Committee on Officers' Compensation. Pursuant to Section
3.1 of these By-laws, the Board of Directors shall designate a committee to
evaluate the performance of, and to recommend the appropriate level of
compensation for, officers of the Corporation. Such committee shall have
access to an advisor not otherwise serving the Corporation. Each member of
such committee (other than any person who was a member of the Salary, In-
centive Compensation and Employee Benefits Committee of the Board of Directors
on March 7, 1991) shall be an "independent director", as that term is defined
in the following sentence. For purposes of this Section 3.2, an "independent
director" shall mean a person who (a) has not been employed by the Corporation
within the past five years; (b) is not, and is not affiliated with, a firm
that is an advisor or consultant to the Corporation; (c) is not affiliated
with any customer or supplier of the Corporation whose purchases from and/or
sales to the Corporation exceed 3% of the sales and revenues of such customer
or supplier for its most recently completed fiscal year; (d) has no personal
services contract with the Corporation; (e) is not affiliated with a
tax-exempt entity, not otherwise affiliated with the Corporation, that
receives contributions from the Corporation that exceed 3% of such entity's
gross contributions for its most recently completed fiscal year; and (f) is
not a member of the "immediate family" (as defined in Item 404(a) of
Securities and Exchange Commission Regulation S-K) of any person described in
clauses (a) through (e).
Section 3.3. Meetings. Except as otherwise provided in these By-laws
or by resolution of the Board of Directors, each committee may adopt its own
rules governing the time and place of holding and the method of calling its
meetings and the conduct of its proceedings. Unless otherwise provided by such
rules or by resolution of the Board of Directors, notice of the time and place
of each meeting of a committee shall be mailed, sent or given to each member
of such committee when, and in the same manner as, required in Section 2.4 of
these By-laws with respect to notices of meetings of the Board of Directors.
Section 3.4. Quorum and Manner of Acting. Except as other wise
specified by the Board of Directors, a majority of the members of each
committee shall constitute a quorum for the transaction of business at any
meeting of such committee, and the act of a majority of the members present at
the time of a vote, if a quorum is present at such time, shall be the act of
such committee. The members of each committee shall act only as a committee,
and the individual members shall have no power as such.
Any one or more members of a committee may participate in a meeting
of such committee by means of a conference telephone or similar communications
equipment allowing all persons participat-
ing in the meeting to hear each other at the same time. Participation by such
means shall constitute presence in person at a meeting.
If all the members of a committee consent in writing to the adoption
of a resolution authorizing any action to be taken by the Corporation, such
action shall be as valid as though it had been authorized at a meeting of such
committee. Such resolution and the written consents thereto by the members of
such committee shall be filed with the proceedings of such committee.
Section 3.5. Term of Office, Resignations, Removals and Vacancies.
The term of office of a committee member shall be as provided in the
resolution of the Board of Directors designating him but shall not exceed his
term as a director. If prior to the end of his term, a committee member should
cease to be a director, he shall cease to be a committee member. Any member
of a committee may resign at any time by giving written notice to the Board of
Directors, the Chairman, the President or the Secretary. Such resignation
shall take effect as provided in Section 2.7 of these By-laws in the case of
resignations by directors. Any member of a committee may be removed from such
committee, either with or without cause, at any time, by resolution adopted by
a majority of the entire Board of Directors. Any vacancy in a committee shall
be filled by the Board of Directors in the manner prescribed by these By-laws
for the original designation of the members of such committee.
ARTICLE IV
Officers
Section 4.1. Election, Term of Office and Qualifications. The
officers of the Corporation shall consist of a Chairman, a Chairman of the
Executive Committee, one or more Vice Chairmen, a President, one or more
Executive Vice Presidents, one or more Senior Vice Presidents, one or more
Vice Presidents, a Secretary, a Treasurer and a Controller. The foregoing
officers shall be elected, and one or more assistant officers may also be
elected, by the Board of Directors at its annual organization meeting. Each of
such officers and assistant officers shall hold office until the next annual
election and until his successor is elected and qualified, or until his
earlier death, resignation, disqualification or removal. Assistant officers
may also be appointed by the President, the Chairman of the Executive
Committee or any Vice Chairman and shall hold office for such term, which may
be indefinite, as the person appointing them shall determine.
The Chairman and the President shall be chosen from among the Board
of Directors, but the other officers need not be directors. One person may
hold and perform the duties of any two, but not more than two, offices, except
that neither the Chairman nor the President may hold the office of Secretary.
Section 4.2. Powers and Duties. In addition to any powers and duties
prescribed by other provisions of these By-laws, the officers and assistant
officers shall have such powers and duties as are usually incident to their
respective offices, with such additions and limitations thereto as may from
time to time be prescribed by the Board of Directors or by their respective
superior officers.
Section 4.3. Resignations, Removals and Vacancies. Any officer or
assistant officer may resign at any time by giving written notice to the
Board of Directors, the Chairman, the President or the Secretary. Such
resignation shall take effect at the time specified therein or, if no time is
specified, immediately upon its receipt by the Corporation. The acceptance of
such resignation shall not be necessary to make it effective unless otherwise
specified therein. Any officer or assistant officer may be removed at any
time, with or without cause, by the Board of Directors or by the person or
persons who appointed him to his office or position, but without prejudice to
any applicable contract rights. A vacancy in any office or position arising
from any cause may be filled for the unexpired portion of the term by the
Board of Directors or by the person or persons authorized to appoint such
officer or assistant officer.
Section 4.4. Compensation. Subject to Section 3.2 of these By-laws,
the compensation of officers and, to the extent the Board of Directors shall
deem advisable, the compensation of all other employees, agents and
representatives of the Corporation, shall be determined by the Board of
Directors or in accordance with regulations or procedures adopted by it.
Compensation may be contingent or measured in whole or in part upon the
profits of the Corporation or a segment thereof. Provision may also be made
for bonuses and other extra compensation, for the deferment of compensation in
whole or in part and for pension and other retirement benefits. Subject to
Section 3.2 of these By-laws, the Board of Directors may delegate the
authority contained in this Section 4.4 to such officers, employees or agents
of the Corporation as the Board of Directors deems advisable, except that any
profit sharing, extra or deferred compensation, pension and other similar
plans or arrangements of general application shall be approved by the Board of
Directors.
Section 4.5. The Chairman. The Chairman shall preside at
all meetings of the shareholders and the Board of Directors at
which he shall be present.
Section 4.6. The President. The President shall be the chief
executive officer of the Corporation and shall have general charge and
supervision of the business of the Corporation and over its several officers,
subject, however, to the control of the Board of Directors. In the absence of
the Chairman, the President shall preside at all meetings of the shareholders
and the Board of Directors at which he shall be present.
Section 4.7. The Chairman of the Executive Committee. The Chairman of
the Executive Committee shall preside at all meetings of the Executive
Committee at which he shall be present and shall perform such other duties as
from time to time may be assigned to him by the President or by the Board of
Directors.
Section 4.8. Vice Chairmen. A Vice Chairman shall perform
such duties as from time to time may be assigned to him by the
President or by the Board of Directors.
Section 4.9. Vice Presidents. An Executive Vice President, Senior
Vice President or Vice President shall perform such duties as from time to
time may be assigned to him by the President or by the Board of Directors.
Section 4.10. The Secretary. The Secretary shall keep or cause to be
kept a record in books provided for that purpose of all the meetings and
proceedings of the Board of Directors and the shareholders. He shall notify
the directors and shareholders of their respective meetings and shall have
charge and custody of the Corporation's seal.
Section 4.11. The Treasurer. The Treasurer shall have charge and
custody of, and be responsible for, all funds and se curities of the
Corporation and shall deposit all such funds in the name of the Corporation in
such depositaries as shall be se lected in accordance with the provisions of
Section 5.1 of these By-laws. He shall, subject to the direction of the Board
of Directors or of a superior officer, pay out or cause to be paid out, and
shall supervise the disbursement of, moneys of the Corporation.
Section 4.12. The Controller. The Controller shall have general
control, charge and supervision of the accounts of the Corporation. He shall
see that proper accounts are maintained and that all accounts are properly
audited from time to time. He shall prepare or cause to be prepared the
financial statements of the Corporation.
ARTICLE V
Deposits, Checks, etc.
Section 5.1. Deposits. Funds of the Corporation may be deposited
from time to time to the credit of the Corporation with such depositaries as
may be selected by the Board of Directors or by any officer or officers or
agent or agents of the Corporation to whom such power may be delegated from
time to time by the Board of Directors.
Section 5.2. Checks, etc. All checks and other orders for the payment
of money and promissory notes and other evidences of indebtedness are to be
signed by such officer or officers, employee or employees or agent or agents
of the Corporation, and in such manner, as are authorized by the Board of
Directors, or as are authorized by any officer or officers or employee or em-
ployees of the Corporation to whom such power is delegated from time to time
by the Board of Directors. To the extent authorized by the Board of Directors,
such signature or signatures may be facsimiles.
ARTICLE VI
Stock and Stock Records
Section 6.1. Certificates Representing Shares. Subject to any
applicable law, the shares of the Corporation shall be represented by
certificates in such form as the Board of Directors may from time to time
approve, shall be signed by the Chairman, a Vice Chairman, the President or a
Vice President and by the Secretary or an Assistant Secretary and shall be
sealed with the seal or facsimile seal of the Corporation. Subject to
applicable law, the signature of any of the abovementioned officers or as-
sistant officers may be a facsimile. If any officer or assistant officer who
has signed or whose facsimile signature has been placed on any certificate
ceases to serve the Corporation in the capacity as to which his signature was
so used before such certificate is issued, the certificate may nevertheless
be issued with the same effect as if he were such officer or assistant of-
ficer at the date of issue.
Section 6.2. Lost Certificates. Subject to any applicable law, when
any certificate of stock is alleged to have been lost, destroyed or wrongfully
taken, and when the Corporation has received no notice that the certificate
has been acquired by a bona fide purchaser, the Corporation shall issue a new
certificate if
the owner so requests and gives the Corporation sufficient indemnity bond and
satisfies any other reasonable requirements imposed by the Corporation. The
Board of Directors may waive the requirement of any such indemnity bond.
Section 6.3. Fixing Record Date. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders
or any adjournment thereof, or entitled to receive payment of any
distribution, or for any other proper purpose, the Board of Directors may fix,
in advance, a date as the record date for any such determination of
shareholders, such date to be not more than fifty days, and, in case of a
meeting of shareholders, not less than ten days, prior to the action requir-
ing such determination of shareholders. When a record date is so fixed and
except as otherwise expressly provided by law, such shareholders and only such
shareholders as shall be shareholders of record on the date so fixed shall be
entitled to notice of or to vote at such meeting and any adjournment thereof,
or to receive the distribution or otherwise participate in respect of the
action to which the date relates.
ARTICLE VII
Indemnification
Section 7.1. Indemnification. The Corporation shall indemnify to the
fullest extent permitted, and in the manner provided, in the indemnification
provisions of the Business Corporation Law of the State of New York, as the
same may be amended from time to time, such persons as are described therein.
Section 7.2. Insurance. The Corporation may procure and maintain
insurance for the indemnification of such persons providing greater
indemnification than that authorized hereinabove.
Section 7.3. Nonexclusivity. The rights of indemnification
under this Article shall not be exclusive of other rights to which such persons
may be entitled as a matter of law.
ARTICLE VIII
Amendment and Repeal of By-laws
Section 8.1. By Shareholders. These By-laws may be amended or
repealed by the affirmative vote of the holders of a majority of the voting
power of shares entitled to vote in the election of directors.
Section 8.2. By the Board of Directors. These By-laws may be amended
or repealed by (a) the Board of Directors, at any meeting, by a majority of
the directors present at the time of a vote, if a quorum is present at that
time, or (b) the unanimous written consent of the directors.