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Exhibit 3.3 to Motorola, Inc.'s Form 10-K
for the year ended December 31, 2000
MOTOROLA, INC.
BYLAWS
(as amended through March 9, 2001)
ARTICLE I
Offices and Corporate Seal
The registered office of the Corporation required by the Delaware
General Corporation Law shall be 1209 Orange Street, Wilmington, Delaware,
19801, and the address of the registered office may be changed from time to time
by the Board of Directors.
The principal business office of the Corporation shall be located in
the Village of Schaumburg, County of Cook, State of Illinois. The Corporation
may have such other offices, either within or without the State of Illinois, as
the Board of Directors may designate or as the business of the Corporation may
require from time to time.
The registered office of the Corporation required by the Illinois
Business Corporation Act may be, but need not be, the same as its place of
business in the State of Illinois, and the address of the registered office may
be changed from time to time by the Board of Directors.
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the Corporation
and the state of incorporation and the words "Corporate Seal".
ARTICLE II
Board of Directors
Section 1. General Powers. The business and affairs of the Corporation
shall be managed by, or under the direction of, its Board of Directors.
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Section 2. Number, Tenure and Qualifications. The number of directors
of the Corporation shall be sixteen (16), or such other number fixed from time
to time by the Board of Directors. Each director shall hold office until his
successor shall have been elected and qualified, or until his earlier death or
resignation.
Section 3. Vacancies. Any vacancy occurring in the Board of Directors,
including a vacancy created by an increase in the number of directors, may be
filled for the remainder of the unexpired term by the affirmative vote of a
majority of the directors then in office although less than a quorum.
Section 4. Compensation. Directors who also are employees of the
Corporation shall not receive any additional compensation for services on the
Board of Directors. By resolution of the Board of Directors, a fixed sum may be
allowed directors who are not employees of the Corporation for attendance at
each regular or special meeting of the Board of Directors or any committee of
the Board of Directors, and by resolution of the Board of Directors an
additional fixed fee may be allowed directors who are not employees of the
Corporation in consideration of other services and continuous interest and study
of the affairs of the Corporation. Travel and other expenses actually incurred
may be allowed all directors for attendance at each regular or special meeting
of the Board of Directors or at any meeting of a committee of the Board of
Directors or in connection with their other services to the Corporation. Nothing
herein contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
Section 5. Committees of Directors. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
committees. Each committee shall consist of one or more of the directors of the
Corporation, as selected by the Board of Directors, and the Board of Directors
shall also designate a chairman of each committee and the members of each
committee shall designate a person to act as secretary of the committee to keep
the minutes of, and serve the notices for, all meetings of the committee and
perform such other duties as the committee may direct. Such person may, but need
not be a member of the committee. Any such committee, to the extent provided in
a resolution of the Board of Directors, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the
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business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it; but no such
committee shall have the power and authority of the Board of Directors in
reference to amending the Certificate of Incorporation, adopting an agreement of
merger or consolidation under Section 251 or 252 of the Delaware General
Corporation Law, recommending to the shareholders the sale, lease or exchange of
all or substantially all of the Corporation's property and assets, recommending
to the shareholders a dissolution of the Corporation or a revocation of a
dissolution, or amending the Bylaws of the Corporation, and, unless the
resolution expressly so provides, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock or to
adopt a certificate of ownership and merger pursuant to Section 253 of the
Delaware General Corporation Law. Each committee of the Board of Directors may
establish its own rules of procedure. Except as otherwise specified in a
resolution designating a committee, one-third of the members of a committee
shall be necessary to constitute a quorum of that committee for the transaction
of business and the act of a majority of committee members present at a meeting
at which a quorum is present shall be the act of the committee.
Section 6. Validity of Contracts. No contract or other transaction
entered into by the Corporation shall be affected by the fact that a director or
officer of the Corporation is in any way interested in or connected with any
party to such contract or transaction, or himself is a party to such contract or
transaction, even though in the case of a director the vote of the director
having such interest or connection shall have been necessary to obligate the
Corporation upon such contract or transaction; provided, however, that in any
such case (i) the material facts of such interest are known or disclosed to the
directors or shareholders and the contract or transaction is authorized or
approved in good faith by the shareholders or by the Board of Directors or a
committee thereof through the affirmative vote of a majority of the
disinterested directors (even though not a quorum), or (ii) the contract or
transaction is fair to the Corporation as of the time it is authorized, approved
or ratified by the shareholders, or by the Board of Directors, or by a committee
thereof.
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ARTICLE III
Shareholders' Meetings
Section 1. Place of Meetings. The Board of Directors may designate any
place, either within or without the State of Delaware, as the place of meeting
for any annual meeting or for any special meeting called by the Board of
Directors. If no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the principal business office of the
Corporation in the State of Illinois.
Section 2. Annual Meetings. The annual meeting of the shareholders
shall be held on the first Tuesday in the month of May in each year, at the hour
of 5:00 o'clock P.M., or at such other day and hour as may be fixed by or under
the authority of the Board of Directors, for the purpose of electing directors
and for the transaction of such other business as may come before the meeting.
If the day fixed for the annual meeting shall be a legal holiday in the state
where the meeting is to be held, such meeting shall be held on the next
succeeding business day. If the election of directors shall not be held on the
day designated herein for the annual meeting of the shareholders, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of the shareholders as soon thereafter as is convenient.
Section 3. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the Chairman of the Board or by the Board of Directors.
Section 4. Voting - Quorum. Each outstanding share, regardless of
class, shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders, except to the extent that the voting rights of any
class or classes are enlarged, limited or denied by the Certificate of
Incorporation or in the manner therein provided. A majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the shareholders, except that directors shall
be elected by a plurality of the votes of the shares represented at the meeting
and entitled to vote on the election of directors, except as otherwise required
by Delaware law, the Certificate of Incorporation, or these Bylaws. No matter
shall be considered at a meeting of
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shareholders except upon a motion duly made and seconded. If less than a
majority of the outstanding shares are represented at a meeting, a majority of
the shares so represented may adjourn the meeting from time to time without
further notice. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally called.
Section 5. Adjournment of Meetings. If less than a majority of the
outstanding shares are represented at a meeting of the shareholders, a majority
of the shares so represented may adjourn the meeting from time to time without
further notice. The chairman of a meeting of the shareholders may adjourn the
meeting from time to time without further notice, whether or not less than a
majority of the outstanding shares are represented at the meeting. No notice of
the time and place of adjourned meetings need be given except as required by
law. In no event shall the public announcement of an adjournment of any meeting
of the shareholders commence a new time period for the giving of shareholder
notice of nominations or proposals for other business as described in Section 13
of Article III. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally called.
Section 6. Proxies. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing or submitted by electronic transmission by the
shareholder or by his duly authorized attorney-in-fact. No proxy shall be valid
after three years from the date of its execution, unless otherwise provided in
the proxy.
Section 7. Notice of Meetings. Written notice stating the place, day
and hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
days (twenty days if the shareholders are to approve a merger or consolidation
or a sale, lease or exchange of all or substantially all the Corporation's
assets) nor more than sixty days before the date of the meeting, either
personally or by mail, by or at the direction of the Chairman of the Board, or
the Secretary, or the officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting. The notice provisions of
Article IX, Section 1 of these Bylaws shall apply to notices given under this
Section 7.
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Section 8. Postponement of Meetings. Any previously scheduled meeting
of the shareholders may be postponed by resolution of the Board of Directors
upon public notice given prior to the time previously scheduled for such meeting
of the shareholders. In no event shall the public announcement of a postponement
of any previously scheduled meeting of the shareholders commence a new time
period for the giving of shareholder notice of nominations or proposals for
other business as described in Section 13 of Article III.
Section 9. Cancellation of Meetings. Any special meeting of the
shareholders may be canceled by resolution of the Board of Directors upon public
notice given prior to the time previously scheduled for such meeting of the
shareholders.
Section 10. Voting Lists. The officer or agent having charge of the
stock ledger of the Corporation shall make, at least ten days before each
meeting of shareholders, a complete list of the shareholders entitled to vote at
such meeting, or any adjournment thereof, arranged in alphabetical order, with
the address of and the number of shares held by each; which list, for a period
of ten days prior to such meeting, shall be kept at the place where the meeting
is to be held, or at another place within the city where the meeting is to be
held, which other place shall be specified in the notice of meeting and the list
shall be subject to inspection by any shareholder for any purpose germane to the
meeting, at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder during the whole time of the meeting. The
original stock ledger shall be prima facie evidence as to who are the
shareholders entitled to examine such list or ledger or to vote at any meeting
of shareholders.
Section 11. Fixing of Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other proper purpose, the
Board of Directors of the Corporation may fix in advance a date as the record
date for any such determination of shareholders, such date in any case to be not
more than sixty days and, in case of a meeting of shareholders, not less than
ten days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. If no record date is
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fixed for the determination of shareholders entitled to notice of or to vote at
a meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the close of business on the date next preceding the date on which
notice of the meeting is mailed or the date on which the resolution of the Board
of Directors declaring such dividend is adopted, as the case may be, shall be
the record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this Section, such determination shall apply to any adjournment
thereof; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
Section 12. Voting of Shares by Certain Holders. Neither treasury
shares nor shares of the Corporation held by another corporation, if a majority
of the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the Corporation, shall be
entitled to vote or to be counted for quorum purposes. Nothing in this paragraph
shall be construed as limiting the right of the Corporation to vote its own
stock held by it in a fiduciary capacity.
Shares standing in the name of another corporation, domestic or
foreign, may be voted in the name of such corporation by any officer thereof or
pursuant to any proxy executed in the name of such corporation by any officer of
such corporation in the absence of express written notice filed with the
Secretary that such officer has no authority to vote such shares.
Shares held by an administrator, executor, guardian, conservator,
trustee in bankruptcy, receiver or assignee for creditors may be voted by him,
either in person or by proxy, without a transfer of such shares into his name.
Shares standing in the name of a fiduciary may be voted by him, either in person
or by proxy.
A shareholder whose shares are pledged shall be entitled to vote such
shares unless in the transfer by the pledgor on the books of the Corporation the
pledgor has expressly empowered the pledgee to vote thereon, in which case only
the pledgee, or his proxy, may represent such stock and vote thereon.
Section 13. Advance Notice of Shareholder Nominations and Proposals for
other Business. Nominations of persons for election to the Board of Directors
and the proposal of business to be transacted by the shareholders may be made at
an annual or
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special meeting of the shareholders only (a) pursuant to the Corporation's
notice with respect to such meeting, (b) by or at the direction of the Board of
Directors or (c) by any shareholder of the Corporation who was a shareholder of
record on the record date set with respect to such meeting (as provided for in
Section 11 of Article III), who is entitled to vote at the meeting and who has
complied with the notice procedures set forth in this Section 13. For
nominations or proposals for other business to be properly brought before an
annual or special meeting by a shareholder pursuant to clause (c) above, the
shareholder must give timely notice thereof in writing to the Secretary of the
Corporation and such business must be a proper matter for shareholder action
under the Delaware General Corporation Law and a proper matter for consideration
at such meeting under the Certificate of Incorporation and these Bylaws. For
such notice to be timely, it must be delivered to the Secretary at the principal
business office of the Corporation not earlier than the 120th day prior to the
date of such meeting and (a) in the case of an annual meeting of shareholders,
at least 45 days before the date on which the Corporation first mailed its proxy
materials for the prior year's annual meeting of shareholders and (b) in the
case of a special meeting, not later than the close of business on the later of
(i) the 60th day prior to the date of such meeting or (ii) the 10th day
following the day on which public announcement of the date of such meeting is
first made. If such shareholder notice relates to a proposal by such shareholder
to nominate one or more persons for election or re-election as a director, it
shall set forth all information relating to each such person that is required to
be disclosed in solicitations of proxies for election of directors, or is
otherwise required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (including, if and to the
extent so required, such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected). If such
shareholder notice relates to any other business that the shareholder proposes
to bring before the meeting, it shall set forth a brief description of such
business, the reasons for conducting such business at the meeting and any
material interest in such business of such shareholder and the beneficial owner,
if any, on whose behalf the proposal is made. Each such notice shall also set
forth as to the shareholder giving the notice and the beneficial owner, if any,
on whose behalf the
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nomination or proposal is made (i) the name and address of such shareholder, as
they appear on the Corporation's books, and of such beneficial owner and (ii)
the class and number of shares of capital stock of the Corporation which are
owned beneficially and of record by such shareholder and such beneficial owner.
Persons nominated by shareholders to serve as directors of the Corporation who
have not been nominated in accordance with this Section 13 shall not be eligible
to serve as directors. Only such business shall be conducted at an annual or
special meeting of shareholders as shall have been brought before the meeting in
accordance with this Section 13. The chairman of the meeting shall determine
whether a nomination or any business proposed to be transacted by the
shareholders has been properly brought before the meeting and, if any proposed
nomination or business has not been properly brought before the meeting, the
chairman shall declare that such proposed business or nomination shall not be
presented for shareholder action at the meeting. For purposes of this Section
13, "public announcement" shall mean disclosure in a press release reported by
the Dow Jones News Service, Associated Press or a comparable national news
service. Notwithstanding any provision in this Section 13 to the contrary,
requests for inclusion of proposals in the Corporation's proxy statement made
pursuant to Rule 14a-8 under the Exchange Act shall be deemed to have been
delivered in a timely manner if delivered in accordance with such Rule.
Notwithstanding compliance with the requirements of this Section 13, the
chairman presiding at any meeting of the shareholders may, in his sole
discretion, refuse to allow a shareholder or shareholder representative to
present any proposal which the Corporation would not be required to include in a
proxy statement under any rule promulgated by the Securities and Exchange
Commission.
ARTICLE IV
Board of Directors' Meetings
Section 1. Annual Meetings. An annual meeting of the Board of Directors
shall be held without other notice than this Bylaw immediately after, and at the
same place as, the annual meeting of shareholders.
Section 2. Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the Chairman of the Board or any two
directors. The
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person or persons authorized to call special meetings of the Board of Directors
may fix any place, either within or without the State of Delaware, as the place
for holding any special meeting of the Board of Directors called by them.
Section 3. Notice. Except as set forth in the next sentence, notice of
any special meeting shall be given at least 24 hours prior to the meeting by
written notice delivered or given personally (including by phone) or by mail or
telegram or other written communication to each director at his business address
or residence. If, however, the meeting is called by or at the request of the
Chairman of the Board and if the Chairman of the Board decides that unusual and
urgent business is to be transacted at the meeting (which decision shall be
conclusively demonstrated by his giving notice of the meeting less than 24 hours
prior to the meeting), then at least 2 hours' prior notice shall be given. If
notice is given by telegram or courier, such notice shall be deemed to be given
when the telegram is delivered to the telegraph company or courier company and
any personal notice shall be deemed given when given. Any director may waive
notice of any meeting. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting and objects thereat to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.
Section 4. Quorum. One-third of the number of directors fixed by, or
pursuant to, Section 2 of Article II shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors, but if less
than such one-third is present at a meeting, a majority of the directors present
may adjourn the meeting from time to time without further notice.
Section 5. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.
Section 6. Presumption of Assent. A director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent is entered in the minutes of the meeting or unless he files his
written dissent to such action with the
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person acting as the secretary of the meeting before the adjournment thereof or
forwards such dissent by registered mail to the Secretary of the Corporation
immediately after the adjournment of the meeting. Such right to dissent shall
not apply to a director who voted in favor of such action.
Section 7. Action by Directors Without a Meeting. Any action required
to be taken at a meeting of directors, or at a meeting of a committee of
directors, or any other action which may be taken at a meeting, may be taken
without a meeting if a consent in writing setting forth the action so taken
shall be signed by all of the directors or members of the committee thereof
entitled to vote with respect to the subject matter thereof and filed with the
minutes of proceedings of the Board of Directors or committee and such consent
shall have the same force and effect as a unanimous vote.
Section 8. Participation in a Meeting by Telephone. Members of the
Board of Directors or any committee of directors may participate in a meeting of
such Board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participating in a meeting pursuant to this
Section 8 shall constitute presence in person at such meeting.
ARTICLE V
Officers and Chairman of the Board
Section 1. Elected Officers. As determined by the Board of Directors,
the elected officers of the Company shall include a Chairman of the Board, a
Chief Executive Officer (the Chairman of the Board and the Chief Executive
Officer may be one person), a President and Chief Operating Officer, one or more
Vice Presidents, a Chief Financial Officer, a Treasurer, a Secretary and a
Controller, each of whom shall be elected by the Board of Directors. The Board
of Directors may elect such other officers as may be necessary, including one or
more Vice Chairmen of the Board, one or more other Officers of the Board and a
Chairman of the Executive Committee. The elected officers of the Company shall
be elected annually by the Board of Directors and shall have such powers and
duties as generally pertain to their respective offices,
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subject to these Bylaws. Any two or more offices may be held by the same person.
Each elected officer shall hold office until his successor shall have been duly
elected or until his death or until he shall resign or shall have been removed.
Any officer elected by the Board of Directors serves at the pleasure of the
Board of Directors and may be removed by the Board of Directors for any reason.
Any elected officer other than the Chief Executive Officer, the President and
Chief Operating Officer, the Chief Financial Officer, the Treasurer, the
Secretary or the Controller may be removed by the Chairman of the Board for any
reason.
Section 2. The Chairman of the Board of Directors. The Board of
Directors shall annually elect one of its own members to be the Chairman of the
Board of Directors ("Chairman of the Board"). The Chairman of the Board shall
preside at all meetings of the Board of Directors and the shareholders, and may
at any time call any meeting of the Board of Directors. He may also at his
discretion call or attend any meeting of any committee of the Board of
Directors, whether or not a member of such committee. The Chairman of the Board
may designate one or more other directors to exercise the functions and to have
the authority of the Chairman of the Board during the absence or disability of
the Chairman of the Board and prior to any action by the Board of Directors to
fill any vacancy. Absent any such election, a Vice Chairman of the Board shall
assume the duties of the Chairman of the Board. The Board of Directors may
remove or replace the Chairman of the Board at any time.
Section 3. The Vice Chairman of the Board of Directors. The Vice
Chairman of the Board of Directors ("Vice Chairman of the Board"), shall
perform such duties as may be prescribed by the Board of Directors or the
Chairman of the Board, from time to time. If there are two or more Vice
Chairmen of the Board, they shall preside at meetings as prescribed by the
Board of Directors or Chairman of the Board from time to time.
Section 4. The Chief Executive Officer. The Chief Executive Officer
("CEO") shall be the senior executive officer of the Company and shall in
general supervise and control all the business and affairs of the Company. He
shall direct the policy of the Company, including the appointment and removal of
all officers and employees of the Company for whose election or appointment no
other provision is made in these Bylaws
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or by the Board of Directors and shall perform all other duties appropriate to
the office or as may be prescribed by the Board of Directors by resolution from
time to time. He may delegate powers to any other officer of the Company.
Section 5. The President and Chief Operating Officer. The President and
Chief Operating Officer shall have such duties as may be prescribed by the Board
of Directors by resolution from time to time. Prior to any action by the Board
of Directors, in the absence or disability of the CEO, the President and Chief
Operating Officer shall exercise the functions of the CEO and shall have the
authority of the CEO.
Section 6. Vice Presidents. A Vice President may be designated as an
Executive Vice President, a Senior Vice President, a Corporate Vice President or
such other designation as may be determined by the Board of Directors. Vice
Presidents shall have such duties as may be prescribed by the Board of Directors
by resolution from time to time.
Section 7. The Secretary. The Secretary shall give notice of, and keep
the minutes of, all meetings of the Board of Directors and the shareholders. He
shall in general perform all of the duties which are incident to the office of
secretary of a company, subject at all times to the direction and control of the
Board of Directors, and shall have such other duties as may be prescribed by the
Board of Directors by resolution from time to time.
The Secretary may appoint one or more Assistant Secretaries, each of
whom shall have the power to affix and attest the corporate seal of the Company,
and to attest to the execution of documents on behalf of the Company and perform
such duties as may be assigned by the Secretary.
Section 8. The Chief Financial Officer. The Chief Financial Officer
shall be the senior financial officer of the Company and shall have such duties
as may be prescribed by the Board of Directors by resolution from time to time.
Section 9. The Treasurer. The Treasurer shall have the custody of all
of the funds and securities of the Company and shall have such duties as may be
prescribed by the Board of Directors by resolution from time to time. The
Treasurer may appoint
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one or more Assistant Treasurers to perform such duties as may be assigned by
the Treasurer.
Section 10. The Controller. The Controller shall be the Chief
Accounting Officer of the Company and shall have such duties as may be
prescribed by the Board of Directors by resolution from time to time.
Section 11. Statutory Duties. Each respective officer shall discharge
any and all duties pertaining to his respective office, which is imposed on such
officer by the provisions of any present or future statute of the State of
Delaware.
Section 12. Delegation of Duties. In case of the absence of any officer
of the Company, the Chairman of the Board or the Board of Directors may
delegate, for the time being, the duties of such officer to any other officer or
to any director.
ARTICLE VI
Certificates for Shares and Their Transfer
Section 1. Certificates for Shares. Certificates representing shares of
the Corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the CEO or President, and by the
Treasurer or the Secretary. Any or all of the signatures on the certificate may
be a facsimile. In case any officer, transfer agent, or registrar who has signed
or whose facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent, or registrar before such certificate
is issued, it may be issued by the Corporation with the same effect as if he
were such officer, transfer agent, or registrar at the date of issue. All
certificates for shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares represented thereby are
issued, with the number of shares and date of issue, shall be entered on the
stock ledger of the Corporation.
Section 2. Transfer of Certificate. Transfer of shares of the
Corporation shall be made only upon the records of the Transfer Agent appointed
for this purpose, by the owner in person or by the legal representative of such
owner and, upon such transfer being made, the old certificates shall be
surrendered to the Transfer Agent who shall
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cancel the same and thereupon issue a new certificate or certificates therefor.
Whenever a transfer is made for collateral security, and not absolutely, the
fact shall be so expressed in the recording of the transfer.
Section 3. Transfer Agent and Registrar. The Board of Directors may
appoint a transfer agent and registrar of transfers and thereafter may require
all stock certificates to bear the signature of such transfer agent and such
registrar of transfers. The signature of either the transfer agent or the
registrar, but not both, may be a facsimile.
Section 4. Registered Holder. The Corporation shall be entitled to
treat the registered holder of any shares as the absolute owner thereof and,
accordingly, shall not be bound to recognize any equitable or other claim
thereto, or interest therein, on the part of any other person, whether or not it
shall have express or other notice thereof, save as expressly provided by the
statutes of the State of Delaware.
Section 5. Rules of Transfer. The Board of Directors also shall have
the power and authority to make all such rules and regulations as they may deem
expedient concerning the issue, transfer and registration of the certificates
for the shares of the Corporation.
Section 6. Lost Certificates. Any person claiming a certificate for
shares of this Corporation to be lost or destroyed, shall make affidavit of the
fact and lodge the same with the Secretary of the Corporation, accompanied by a
signed application for a new certificate. Such person shall give to the
Corporation, to the extent deemed necessary by the Secretary or Treasurer, a
bond of indemnity with one or more sureties satisfactory to the Secretary, and
in an amount which, in his judgment, shall be sufficient to save the Corporation
from loss, and thereupon the proper officer or officers may cause to be issued a
new certificate of like tenor with the one alleged to be lost or destroyed. But
the Secretary may recommend to the Board of Directors that it refuse the
issuance of such new certificate in the event that the applicable provisions of
the Uniform Commercial Code are not met.
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ARTICLE VII
Contracts, Loans, Checks and Deposits
Section 1. Contracts. The Board of Directors may authorize, by these
Bylaws or any resolution, any officer or officers, agent or agents, to enter
into any contract or execute and deliver any instrument in the name of and on
behalf of the Corporation, and such authority may be general or confined to
specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by these Bylaws or a resolution of the Board of Directors. Such
authority may be general or confined to specific instances.
Section 3. Checks, Drafts, etc. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation, shall be signed by such officer or officers, agent or
agents, of the Corporation and in such manner as shall from time to time be
determined by these Bylaws or a resolution of the Board of Directors.
Section 4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board of Directors
may select.
ARTICLE VIII
Books and Records
Section 1. Location. Complete books and records of account together
with minutes of the proceedings of the meetings of the shareholders and Board of
Directors shall be kept. A record of shareholders, giving the names and
addresses of all shareholders, and the number and class of the shares held by
each, shall be kept by the Corporation at its registered office or principal
place of business in the State of Illinois or at the office of a Transfer Agent
or Registrar.
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ARTICLE IX
Notices
Section 1. Manner of Notice. Whenever, under the provisions of the
Certificate of Incorporation or of the Bylaws of the Corporation or of the
statutes of the State of Delaware, notice is required to be given to a
shareholder, to a director or to an officer, it shall not be construed to mean
personal notice, unless expressly stated so to be. And any notice so required
(other than notice by publication) may be given in writing by depositing the
same in the United States mail, postage prepaid, directed to the shareholder,
director or officer, at his, or her, address as the same appears on the records
of the Corporation, and the time when the same is mailed shall be deemed the
time of the giving of such notice. Any such notices required to be given to
shareholders may also be given in the form of electronic transmission consented
to by the shareholder. Such notice shall be deemed to be given: (1) if by
facsimile, when directed to a number at which the shareholder has consented to
receive notice; (2) if by electronic mail, when directed to an electronic mail
address at which the shareholder has consented to receive notice; (3) if by
posting on an electronic network together with separate notice to the
shareholder of specific posting, upon the later of such posting and the giving
of the separate notice, and (4) if by any other form of electronic transmission,
when directed by the shareholder.
Section 2. Waiver of Notice. Any shareholder, director or officer may,
in writing or electronic transmission, waive the giving and the mailing of any
notice required to be given or mailed either by and under the statutes of the
State of Delaware or by and under the Bylaws.
ARTICLE X
Fiscal Year
Section 1. Fiscal Year. The fiscal year of the Corporation shall begin
on the 1st day of January and terminate on the 31st day of December.
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ARTICLE XI
Emergency Bylaws
The Emergency Bylaws provided in this Article XI shall be operative
upon (a) the declaration of a civil defense emergency by the President of the
United States or by concurrent resolution of the Congress of the United States
pursuant to Title 50, Appendix, Section 2291 of the United States Code, or any
amendment thereof, or (b) upon a proclamation of a civil defense emergency by
the Governor of the State of Illinois which relates to an attack or imminent
attack on the United States or any of its possessions. Such Emergency Bylaws, or
any amendments to these Bylaws adopted during such emergency, shall cease to be
effective and shall be suspended upon any proclamation by the President of the
United States, or the passage by the Congress of a concurrent resolution, or any
declaration by the Governor of Illinois that such civil defense emergency no
longer exists.
Section 1. Board of Directors' Meetings. During any such emergency, any
meeting of the Board of Directors may be called by any officer of the
Corporation or by any director. Notice shall be given by such person or by any
officer of the Corporation. The notice shall specify the place of the meeting,
which shall be at the head office of the Corporation at the time if feasible,
and otherwise, any other place specified in the notice. The notice shall also
specify the time of the meeting. Notice may be given only to such of the
directors as it may be feasible to reach at the time and by such means as may be
feasible at the time, including publication or radio. If given by mail,
messenger, telephone, or telegram, the notice shall be addressed to the director
at his residence or business address, or such other place as the person giving
the notice shall deem most suitable. Notice shall be similarly given, to the
extent feasible in the judgment of the person giving the notice, to the other
directors. Notice shall be given at least two days before the meeting, if
feasible in the judgment of the person giving the notice, and otherwise on any
shorter time he may deem necessary.
Section 2. Change of Head Office. The Board of Directors, during any
such emergency may, effective in the emergency, change the head office or
designate several alternative head offices, or regional offices or authorize the
officers to do so.
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ARTICLE XII
Director Emeritus
Section 1. Director Emeritus. The Board of Directors may at any time
and from time to time award to former members of the Board of Directors in
recognition of their past distinguished service and contribution rendered to the
Corporation the honorary title "Director Emeritus." The award of this title
shall not constitute an election or appointment to the Board of Directors, nor
to any office of the Corporation, nor the bestowal of any duties,
responsibilities or privileges associated therewith; and accordingly no
"Director Emeritus" shall be deemed a "Director" as that term is used in these
Bylaws. The title "Director Emeritus" shall carry no compensation, and holders
thereof shall not attend any meetings of the Board of Directors or committees of
the Board of Directors, except by written invitation, nor shall they be
specially privy to any confidential information arising from such meeting.
ARTICLE XIII
Amendment of Bylaws
Section 1. Amendment of Bylaws. These Bylaws may be altered, amended or
repealed and new Bylaws may be adopted at any meeting of the Board of Directors
by a majority vote of the directors present at the meeting.
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