EXHIBIT 3.2
NISOURCE INC.
AMENDED AND RESTATED
BY-LAWS
AS AMENDED OCTOBER 23, 2001
AMENDED AND RESTATED
BY-LAWS
OF
NISOURCE INC.
ARTICLE I
SEAL
The corporate seal of the Corporation shall consist of a metallic stamp
circular in form, bearing in its center the figures "2000" and the words
"Incorporated" and "Delaware" and on the outer edge the name of the Corporation.
ARTICLE II
OFFICES
The location of the Corporation's principal office shall be at 801 East
86th Avenue, in the Town of Merrillville, County of Lake, in the State of
Indiana.
The Corporation may, in addition to its principal office in the State
of Indiana, establish and maintain an office or offices in such other states and
places as the Board of Directors may from time to time find necessary or
desirable.
The books, documents, and papers of the Corporation, except as may be
otherwise required by the laws of the State of Delaware, may be kept outside of
the said State at such places as the Board of Directors may from time to time
designate.
ARTICLE III
CAPITAL STOCK
Every stockholder shall be entitled to have a certificate, signed by,
or in the name of the Corporation by, the Chairman, the President or a Vice
President and the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary of the Corporation, certifying the number of shares owned by
him in the Corporation; provided, however, that any such signature on the
certificate may be a facsimile. In case any officer or officers, Transfer Agent
or Registrar who shall have signed, or whose facsimile signature or signatures
shall have been used on any such certificate or certificates shall cease to be
such officer or officers of the Corporation, Transfer Agent or Registrar,
whether because of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the Corporation, such certificate or
certificates may nevertheless be issued and delivered as though the person or
persons who signed such certificate or certificates or whose facsimile signature
or signatures shall have been used thereon had not
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ceased to be such officer or officers of the Corporation, Transfer Agent or
Registrar. Such certificates shall be transferable on the stock books of the
Corporation in person or by attorney, but, except as hereinafter provided in the
case of loss, destruction or mutilation of certificates, no transfer of stock
shall be entered until the previous certificate, if any, given for the same
shall have been surrendered and canceled.
The person in whose name shares of stock stand on the books of the
Corporation shall be deemed the owner thereof for all purposes as regards the
Corporation.
The Board of Directors may make such rules and regulations as it may
deem expedient, not inconsistent with these By-Laws, concerning the issue,
transfer and registration of certificates for shares of the capital stock of the
Corporation. It may appoint one or more Transfer Agents or one or more
Registrars or both, and may require all certificates of stock to bear the
signature of either or both.
In order that the Corporation may determine the stockholders entitled
to notice of, or to vote at, a meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in writing without a meeting,
or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
other change, conversion or exchange of stock or for the purpose of any other
lawful action, the Board of Directors may fix in advance a record date, which
shall not be more than sixty nor less than ten days before the date of such
meeting, nor more than sixty days prior to any other action. If in any case
involving the determination of stockholders for any purpose other than notice of
or voting at a meeting of stockholders the Board shall not fix such a record
date, the record date for determining stockholders for such purpose shall be the
close of business on the day on which the Board shall adopt the resolution
relating thereto. A determination of stockholders entitled to notice of, or to
vote at, a meeting of stockholders, shall apply to any adjournment of the
meeting; provided, however, that the Board may fix a new record date for the
adjourned meeting.
In case of loss, destruction or mutilation of any certificate of stock,
another may be issued in its place upon proof of such loss, destruction or
mutilation and upon the giving to the Corporation of a bond sufficient to
indemnify the Corporation, its Transfer Agents and Registrars, against any claim
that may be made against it or them on account of the alleged loss or
destruction of any such certificate or the issuance of such new certificate;
provided, however, that a new certificate may be issued without requiring any
bond when, in the judgment of the Board of Directors, it is proper so to do.
ARTICLE IV
STOCKHOLDERS' MEETINGS
(a) All meetings of the stockholders shall be held at such place,
either within or without the State of Delaware, as the Board of Directors shall
determine. The place at which any given meeting shall be held shall be
distinctly specified in the notice of such meeting.
(b) The annual meeting of the stockholders of the Corporation, for
the election of Directors and for the transaction of such other business as may
come before the meeting, shall be held on the third Tuesday in May of each year,
at ten o'clock in the morning, unless such day shall fall on a legal holiday, in
which event the annual meeting shall be held on the day following. Such date and
time of meeting may be changed by action of the Board of Directors.
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(c) Special meetings of stockholders of the Corporation may be
called only by the Board of Directors pursuant to a resolution adopted by a
majority of the total number of authorized directors (whether or not there exist
any vacancies in previously authorized directorships at the time any such
resolution is presented to the Board for adoption)
(d) If the annual meeting of the stockholders is not held as
herein prescribed, the election of Directors may be held at any meeting
thereafter called pursuant to these By-Laws.
(e) Notice of the annual and of all special meetings of the
stockholders shall be given each holder of stock of the Corporation having power
to vote at such meeting by depositing in the United States mail a written or
printed notice of the same not less than ten nor more than sixty days prior to
the meeting, with postage prepaid, to each such stockholder of record of the
Corporation and addressed to him at his address as registered upon the books of
the Corporation. Except in special cases where other provision is made by
statute, no publication of any notice of a meeting of stockholders shall be
required. Every notice of a meeting of stockholders shall state the place, date
and hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. Notice of any meeting of stockholders
shall not be required to be given to any stockholder who shall attend such
meeting in person or by proxy except a stockholder who shall attend such meeting
for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting was not lawfully called or
convened. Except where otherwise required by statute for an adjournment
exceeding thirty days or if a new record date is fixed for the adjourned
meeting, notice of any adjourned meeting of the stockholders of the Corporation
shall not be required to be given if the time and place thereof are announced at
the meeting which is adjourned.
It shall be the duty of the officer who shall have charge of the stock
ledger of the Corporation to prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
said meeting, arranged in alphabetical order, showing their addresses of record
and the number of shares held by each. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, for a
period of at least ten days prior to the meeting: (i) on a reasonably accessible
electronic network, provided that the information required to gain access to
such list is provided with the notice of the meeting, or (ii) during ordinary
business hours, at the principal place of business of the Corporation. In the
event that the meeting is to be held at a place other than the Corporation's
principal place of business, then the list shall be produced and kept at the
time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present. If the meeting is to be held solely
by means of remote communication, then the list shall also be open to the
examination of any stockholder during the whole time of the meeting on a
reasonably accessible electronic network, and the information required to access
such list shall be provided with the notice of the meeting.
(f) The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person, or represented by proxy, shall
be requisite and shall constitute a quorum at all meetings of the stockholders
for the transaction of any business except as otherwise provided by law, by the
Certificate of Incorporation or by these By-Laws. If, however, such majority
shall not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat present in person or by proxy shall have
power to adjourn the meeting from time to time. At any such adjourned meeting at
which the requisite amount of voting stock shall be represented any business may
be transacted which might have been transacted at the meeting as originally
called.
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Each stockholder entitled to vote at a meeting of stockholders may
authorize another person or persons to act for such stockholder by proxy, but no
proxy shall be valid after three years from the date of its execution, unless a
longer time is expressly provided therein. Without limiting the manner in which
a shareholder may authorize another person or persons to act for such
shareholder as proxy pursuant to the foregoing sentence, a shareholder may
validly grant such authority (i) by executing a writing authorizing another
person or persons to act for such stockholder as proxy or (ii) by authorizing
another person or persons to act for such stockholder as proxy by transmitting
or authorizing the transmission of a telegram, cablegram, or other means of
electronic submission to the person who will be the holder of the proxy or to a
proxy solicitation firm, proxy support service organization or similar agency
duly authorized by the person who will be the holder of the proxy to receive the
submission, provided that any such telegram, cablegram or other means of
electronic submission must either contain or be accompanied by information from
which it can be determined that the telegram, cablegram or other electronic
submission was transmitted by or authorized by the stockholder, or by any other
method allowed under the Delaware General Corporation Law.
(g) Any action required or permitted to be taken by the
stockholders of the Corporation must be effected at a duly called annual or
special meeting of stockholders of the Corporation and may not be effected by
any consent in writing by such stockholders.
(h) At any annual or special meeting of stockholders, persons
nominated for election as directors by stockholders and the proposal of business
to be considered by the stockholders shall be entertained only if advance notice
thereof has been timely given as provided herein and such proposals or
nominations are otherwise proper for consideration under applicable law and the
Certificate of Incorporation and By-Laws of the Corporation. Notice of any
proposal to be presented by any stockholder or of the name of any person to be
nominated by any stockholder for election as a director of the Corporation at
any meeting of stockholders shall be delivered to the Secretary of the
Corporation at its principal executive office not less than 90 nor more than 120
days prior to the date of the meeting; provided, however, that if the date of
the meeting is first publicly announced or disclosed (in a public filing or
otherwise) less than 100 days prior to the date of the meeting, such advance
notice shall be given not more than ten days after such date is first so
announced or disclosed. Public notice shall be deemed to have been given more
than 100 days in advance of the annual meeting if the Corporation shall have
previously disclosed, in these By-Laws or otherwise, that the annual meeting in
each year is to be held on a determinable date, unless and until the Board
determines to hold the meeting on a different date. Any stockholder who gives
notice of any such proposal shall deliver therewith the text of the proposal to
be presented and a brief written statement of the reasons why such stockholder
favors the proposal and setting forth such stockholder's name and address, the
number and class of all shares of each class of stock of the Corporation
beneficially owned by such stockholder and any material interest of such
stockholder in the proposal (other than as a stockholder). Any stockholder
desiring to nominate any person for election as a director of the Corporation
shall deliver with such notice a statement in writing setting forth the name of
the person to be nominated, the number and class of all shares of each class of
stock of the Corporation beneficially owned by such person, the information
regarding such person required by paragraphs (a), (e) and (f) of Item 401 of
Regulation S--K adopted by the U.S. Securities and Exchange Commission (or the
corresponding provisions of any regulation subsequently adopted by the U.S.
Securities and Exchange Commission applicable to the Corporation), such person's
signed consent to serve as a director of the Corporation if elected, such
stockholder's name and address and the number and class of all shares of each
class of stock of the Corporation beneficially owned by such stockholder. As
used herein, shares "beneficially owned" shall mean all shares as
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to which such person, together with such person's affiliates and associates (as
defined in Rule 12b--2 under the Securities Exchange Act of 1934), may be deemed
to beneficially own pursuant to Rules 13d--3 and 13d--5 under the Securities
Exchange Act of 1934, as well as all shares as to which such person, together
with such person's affiliates and associates, has the right to become the
beneficial owner pursuant to any agreement or understanding, or upon the
exercise of warrants, options or rights to convert or exchange (whether such
rights are exercisable immediately or only after the passage of time or the
occurrence of conditions). The person presiding at the meeting, in addition to
making any other determinations that may be appropriate to the conduct of the
meeting, shall determine whether such notice has been duly given and shall
direct that proposals and nominees not be considered if such notice has not been
given.
ARTICLE V
BOARD OF DIRECTORS
(a) The management of business and affairs of the Corporation
shall be under the direction of a Board of Directors consisting of not less than
nine (9) or more than twelve (12) persons, the exact number to be fixed from
time to time exclusively by the Board of Directors pursuant to a resolution
adopted by a majority of the total number of authorized directors (whether or
not there exist any vacancies in previously authorized directorships at the time
of any such resolution is presented to the Board for adoption). The Directors
shall be divided into three classes, as nearly equal in number as possible, with
the term of office of the first class to expire at the 2001 annual meeting of
stockholders, the term of office of the second class to expire at the 2002
annual meeting of stockholders and the term of office of the third class to
expire at the 2003 annual meeting of stockholders. Except as otherwise provided
in the Corporation's Certificate of Incorporation, at each annual meeting of the
stockholders following such initial classification and election, directors
elected to succeed those directors whose terms expire shall be elected for a
term of office to expire at the third succeeding annual meeting of the
stockholders after their election.
(b) Any director of the Corporation may resign at any time by
giving written notice thereof to the Corporation. Such resignation shall take
effect at the time specified therefor, and unless otherwise specified with
respect thereto the acceptance of such resignation shall not be necessary to
make it effective. Subject to the rights of the holders of the Preferred Stock
to elect directors under specified circumstances, any director, or the entire
Board of Directors, may be removed from office at any time, but only for cause
and only by the affirmative vote of the holders of at least 80 percent of the
combined voting power of all of the then outstanding shares of stock of all
classes and series of the Corporation entitled to vote generally (the "Voting
Stock"), voting together as a single class (it being understood that, for all
purposes of these By-Laws, each share of the Preferred Stock shall have the
number of votes granted to it pursuant to the Corporation's Certificate of
Incorporation or any designation of terms of any class or series of Preferred
Stock made pursuant to the Certificate of Incorporation). The Corporation must
notify the director of the grounds of his impending removal and the director
shall have an opportunity, at the expense of the Corporation, to present his
defense to the stockholders by a statement which accompanies or precedes the
Corporation's solicitation of proxies to remove him. The term `entire Board' as
used in these By-Laws means the total number of directors which the Corporation
would have if there were no vacancies.
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(c) Newly created directorships resulting from any increase in the
authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause may be filled only by a majority vote of the directors
then in office, even though less than a quorum of the Board of Directors, acting
at a regular or special meeting. If any applicable provision of the Delaware
General Corporation Law expressly confers power on stockholders to fill such a
directorship at a special meeting of stockholders, such a directorship may be
filled at such a meeting only by the affirmative vote of at least 80 percent of
the Voting Stock of the Corporation; provided, however, that when (a) pursuant
to the provisions of Article IV of the Certificate of Incorporation the holders
of Preferred Stock have the right, and have exercised such right, to elect
directors and (b) The Delaware General Corporation Law expressly confers on
stockholders voting rights as aforesaid, if the directorship to be filled had
been occupied by a director elected by holders of Common Stock, then such
directorship shall be filled by an 80 percent vote as aforesaid, but if such
directorship to be filled had been elected by holders of Preferred Stock, then
such directorship shall be filled by the majority vote of the holders of
Preferred Stock. Any director elected in accordance with the two preceding
sentences shall hold office for the remainder of the full term of the directors
in which the new directorship was created or the vacancy occurred and until such
director's successor shall have been elected and qualified. No decrease in the
authorized number of directors constituting the entire Board of Directors shall
shorten the term of any incumbent director.
(d) Without prejudice to the general powers conferred by
subdivision (a) of this Article, the Board of Directors shall have and exercise
each and every power granted to them in Article VI of the Certificate of
Incorporation of the Corporation.
(e) Regular meetings of the Board of Directors shall be held at
such office or offices, whether within or without the State of Delaware, and at
such times as the Board shall from time to time determine.
Special meetings of the Board of Directors may be called at any time by
the Chief Executive Officer or, if he is incapacitated or unable to call such
meetings, by any member of the Board of Directors. Such meetings may take place
in the office of the Corporation in the State of Delaware or in such office or
offices as the Directors may establish.
(f) Except as aforesaid, notice of all special meetings of the
Board of Directors shall be given to each Director by five days' service of the
same by telegram, or telephone or letter or personally. Notice of any special
meeting of the Board of Directors shall state the place and hour of the meeting,
but need not state the purposes thereof. Notice of any meeting of the Board or
of any Committee need not be given to any Director if waived by him in writing,
or by telegraph or cable, whether before or after such meeting be held, or if he
shall be present at the meeting; and any meeting of the Board of Directors or of
any Committee shall be a legal meeting without any notice thereof having been
given, if all the members shall be present thereat. Notice of regular meetings
of the Board need not be given. In the absence of written instructions from a
Director designating some other address, notice shall be sufficiently given if
addressed to him at his usual business address.
(g) Except as provided in clause (c) of this Article, a majority
of the total number of Directors shall constitute a quorum for the transaction
of business at all meetings of the Board of Directors; but less than a quorum
may adjourn the meeting.
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(h) Each Director of the Corporation shall be entitled to receive
such fixed sum per meeting of the Board of Directors attended, or such annual
sum, or both, as the Board shall from time to time determine, together with his
expenses of attendance at such meeting.
ARTICLE VI
COMMITTEES
(a) The Board of Directors may from time to time, in its
discretion, by resolution passed by a majority of the Board, designate, and
appoint, from the directors committees of one or more persons which shall have
and may exercise such lawfully delegable powers and duties conferred or
authorized by the resolutions of designation and appointment. The Board of
Directors shall have power at any time to change the members of any such
committee, to fill vacancies, and to discharge any such committee.
(b) Unless the Board of Directors shall provide otherwise, the
presence of one-half of the total membership of any committee of the Board of
Directors shall constitute a quorum for the transaction of business at any
meeting of such committee and the act of a majority of those present shall be
necessary and sufficient for the taking of any action thereat.
(c) Notwithstanding the provisions of clause (a) of this Article,
the Merger Committee of the Board of Directors that was designated and appointed
in October 2000, prior to the increase in the number of Directors effected by
amendment and restatement of the Corporation's Certificate of Incorporation and
these By-Laws, shall remain a committee of the Board of Directors until December
31, 2000 with the powers, duties and membership authorized in the resolutions
designating and appointing that committee.
ARTICLE VII
OFFICERS
(a) The officers of the Corporation shall be the President, the
Presidents of the Corporation's Business Segments, one or more Vice Presidents,
the Secretary, and the Treasurer, who shall be elected by the Board of
Directors, and may include the Controller, such additional Assistant
Secretaries, Assistant Treasurers, and special subordinate officers as may from
time to time be elected or appointed by the Board of Directors or appointed by
the Chief Executive Officer. A Chairman and a Vice Chairman may be elected by
the Board of Directors. The Board shall designate an officer as the Chief
Executive Officer.
Any two of the above offices may be held by the same person except
those of Chairman, Chief Executive Officer or President, and Secretary.
The Chairman shall, if present, preside at all meetings of the
stockholders and at all meetings of the Board of Directors. If the Chairman is
not present, the Vice Chairman shall preside at all meetings of the stockholders
and the Board of Directors. The Chief Executive Officer or an officer designated
by the Chief Executive Officer shall make a report on the state of the business
of the Corporation at each annual meeting of stockholders.
All of the officers of the Corporation shall hold office for one year
and until others are elected or appointed and qualified in their stead, unless
in the election or appointment of the
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officer it shall be specified that he holds his office for a shorter period or
subject to the pleasure of the Board of Directors or the Chief Executive
Officer.
All vacancies in such offices by resignation, death or otherwise may be
filled by the Board of Directors. In the case of absence or inability to act of
any officer of the Corporation, and of any person herein authorized to act in
his place, the Board of Directors may from time to time delegate the powers or
duties of such officer to any other officer or any Director or other person whom
they may select.
(b) The Chief Executive Officer shall have general and active
supervision and direction over the business and affairs of the Corporation and
over its several officers; subject, however, to the control of the Board of
Directors. The Chief Executive Officer shall see that all orders and resolutions
of the Board of Directors are carried into effect. The Chief Executive Officer
shall perform such other duties as from time to time may be assigned by the
Board of Directors.
(c) The Chairman, if elected, shall perform such duties as from
time to time may be assigned by the Board of Directors.
(d) The Vice Chairman, if elected, shall perform such duties as
from time to time may be assigned by the Chairman, the Chief Executive Officer,
the Board of Directors or these By-Laws. In the absence or the inability to act
of the Chairman and the Chief Executive Officer, the Vice Chairman shall perform
the duties of the Chairman and Chief Executive Officer and when so acting shall
have all the powers of and be subject to all the restrictions upon the Chairman
and Chief Executive Officer.
(e) The President, the Presidents of the Corporation's Business
Segments and the Vice Presidents shall perform such duties as the Chairman, the
Chief Executive Officer or the Board of Directors shall, from time to time,
require.
(f) The Treasurer shall have charge and be responsible for keeping
full and accurate accounts of receipts and disbursements in books belonging to
the Corporation, depositing all moneys and other valuables in the name and to
the credit of the Corporation, in such depositaries as may be directed by the
Board of Directors, disbursing the funds of the Corporation as may be ordered by
the Board of Directors or the Chief Executive Officer taking proper vouchers
therefor and rendering to the Chief Executive Officer and the Directors whenever
they may require it an account of all his transactions as Treasurer and of the
financial condition of the Corporation.
The Treasurer shall also perform such other duties as the Board of
Directors may from time to time require. If required by the Board of Directors,
the Treasurer shall give the Corporation a bond in a form and in a sum with
surety satisfactory to the Board of Directors for the faithful performance of
the duties of the office of Treasurer and the restoration to the Corporation in
the case of the officer's death, resignation or removal from office, of all
books, papers, vouchers, money and other property of whatever kind in the
officer's possession belonging to the Corporation.
At the request of the Treasurer, or in the Treasurer's absence or
inability to act, the Assistant Treasurer or, if there be more than one, the
Assistant Treasurer designated by the Treasurer, shall perform the duties of the
Treasurer and when so acting shall have the powers of and be subject to all the
restrictions of the Treasurer. The Assistant Treasurers shall perform such
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other duties as may from time to time be assigned to them by the Chief Executive
Officer, the Treasurer or the Board of Directors.
(g) The Secretary shall attend all meetings of the Board of
Directors and of the stockholders and act as Clerk thereof and record all votes
and the minutes of all proceedings in a book to be kept for that purpose, and
shall perform like duties for the standing committees when required.
The Secretary shall keep in safe custody the seal of the Corporation
and, whenever authorized by the Board, affix the seal to any instrument
requiring the same.
The Secretary shall see that proper notice is given of all meetings of
the stockholders of the Corporation and of the Board of Directors and shall
perform such other duties as may be prescribed from time to time by the Board of
Directors or the Chief Executive Officer.
At the request of the Secretary, or in the Secretary's absence or
inability to act, the Assistant Secretary or, if there be more than one, the
Assistant Secretary designated by the Secretary, shall perform the duties of the
Secretary and when so acting shall have all the powers of and be subject to all
the restrictions of the Secretary. The Assistant Secretaries shall perform such
other duties as may from time to time be assigned to them by the Chief Executive
Officer, the Secretary or the Board of Directors.
(h) Any officer of the Corporation may be removed, either with or
without cause, at any time, by resolution adopted by the Board of Directors at a
regular meeting or at a special meeting of the Board called for that purpose, by
any Committee upon whom such power of removal may be conferred by the Board of
Directors or by a superior officer upon whom such power of removal may be
conferred by the Board of Directors.
ARTICLE VIII
CONTRACTS, CHECKS, NOTES, ETC.
(a) All contracts and agreements authorized by the Board of
Directors shall, unless otherwise directed by the Board of Directors, or unless
otherwise required by law, be signed by any one of the following officers: the
Chairman, the Vice Chairman, the President, any President of a Business Segment,
any Vice President, the Treasurer, the Secretary, any Assistant Treasurer or any
Assistant Secretary, any other person authorized by a resolution of the Board of
Directors, and any other person authorized by the Chairman, as evidenced by a
written instrument of delegation. Any such authorization by the Board of
Directors or the Chairman shall remain in effect until rescinded by action of
the Board of Directors or (in the case of a delegation by the Chairman) by the
Chairman and, where it identifies the authorized signatory by office rather than
by name, shall not be rescinded solely by virtue of a change in the person
holding that office or a temporary vacancy in that office. All checks, drafts,
notes, bonds, bills of exchange and orders for the payment of money (including
orders for repetitive or non--repetitive electronic funds transfers) may be
signed by any one of the Chairman, the Vice Chairman, the President, any
President of a Business Segment, any Vice President, the Treasurer, any
Assistant Treasurer or the Controller or in such manner as shall from time to
time be determined by resolution of the Board of Directors. Further, the
Treasurer is authorized to designate to the Corporation's banks, in writing,
individuals employed in the NiSource Corporate Services Company, who need not be
officers or employees of the Corporation, to give in the name of the Corporation
telephonic, telegraphic, or electronic transfer instructions for the payment of
money, which may, with respect
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to routine items, include instructions as to the amount to be transferred, to
any bank, pursuant to previously issued written orders, signed by officers of
the Corporation in any manner provided above, which designate the recipients of
such amounts and which identify what shall be treated as routine items.
(b) Anything in subdivision (a) of this Article VIII to the
contrary notwithstanding, the officers of this Corporation may open in the name
of the Corporation special accounts appropriately designated in which shall be
deposited funds of the Corporation transferred from the Corporation's other
accounts by its checks signed in accordance with the requirements of subdivision
(a) of this Article VIII, but from which special accounts funds may be disbursed
by check, draft, or other instrument of the Corporation designated as drawn
against such special account and signed by the single signature of any one of
the executive officers of the Corporation authorized by subdivision (a) of this
Article VIII to sign checks, drafts and other instruments of the Corporation or
signed by the single signature of any other person expressly authorized by the
Board to sign checks, drafts and other instruments disbursing funds from such
special accounts.
(c) Anything in subdivision (a) of this Article VIII to the
contrary notwithstanding, (i) bonds, notes, debentures and other evidence of
indebtedness of the Corporation issued under an indenture may be executed in the
name of the Corporation by the facsimile signature, printed, engraved or
otherwise used thereon, of the Chairman, the Vice Chairman, the President, any
President of a Business Segment, any Vice President, the Treasurer or any
Assistant Treasurer of the Corporation, and the corporate seal affixed thereto
or impressed, printed, engraved or otherwise reproduced thereon may be attested
by the facsimile signature of the Secretary or an Assistant Secretary of the
Corporation, provided that the indenture require the same to be authenticated by
the trustee under such indenture, and (ii) interest coupons attached to any such
bond, note, debenture or other evidence of indebtedness may be executed on
behalf of the Corporation by the facsimile signature of the Treasurer or any
Assistant Treasurer of the Corporation.
ARTICLE IX
FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of
January in each year.
ARTICLE X
AMENDMENT OF BY LAWS
These By-Laws may be amended, added to, rescinded or repealed at any
meeting of the Board of Directors or of the stockholders, provided notice of the
proposed change was given in the notice of the meeting or, in the case of a
meeting of the Board of Directors, in a notice given not less than two days
prior to the meeting; provided, however, that, notwithstanding any other
provisions of these By-Laws or any provision of law which might otherwise permit
a lesser vote or no vote, but in addition to any affirmative vote of the holders
of any particular class or series of the Voting Stock required by law, the
Certificate of Incorporation, any class or series of Preferred Stock or these
By-Laws, the affirmative vote of at least 80 percent of the total number of
authorized directors (whether or not there exist any vacancies in previously
authorized directorships at the time any such alteration, amendment or repeal is
presented to the Board for adoption), shall be required to alter, amend or
repeal Article IV (c) , IV (g) , V (a) , V (b), V (c) , and V (g) of these
By-Laws or this proviso to this Article X of these By-Laws.
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