EXHIBIT 3.1
AMENDED AND RESTATED BYLAWS
OF
OFFICE DEPOT, INC.
A DELAWARE CORPORATION
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE. The registered office of the corporation
in the State of Delaware shall be located at the Corporation's principal place
of business in such state or at the office of the person or entity then acting
as the Corporation's registered agent in Delaware. The corporation's registered
agent shall be located at such address. The registered office and/or registered
agent of the corporation may be changed from time to time by resolution of the
Board of Directors.
SECTION 2. OTHER OFFICES. The corporation may also have offices at such
other places, both within and without the State of Delaware, as the Board of
Directors may from time to time determine or the business of the corporation may
require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of stockholders for the
election of directors and the conduct of such other business as may come before
the meeting shall be held at such place and time on such day, other than a legal
holiday, as the Chairman of the Board or the Chief Executive Officer of the
corporation in each such year determines; provided, that if the Chairman of the
Board or the Chief Executive Officer does not act, the Board of Directors shall
determine the place, time and date of such meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of stockholders may be
called for any purpose and may be held at such time and place as shall be stated
in a notice of meeting or in a duly executed waiver of notice thereof. Such
meetings may be called at any time by the Chairman of the Board, the Chief
Executive Officer or, if directed by resolution of the Board of Directors, the
Secretary. At any special meeting of stockholders, only such business may be
transacted as is related to the purpose or purposes set forth in the notice of
such meeting.
SECTION 3. PLACE OF MEETINGS. Annual and special meetings may be held
within or without the State of Delaware. If no designation is made, the place of
meeting shall be the principal executive office of the corporation.
SECTION 4. NOTICE. Whenever stockholders are required or permitted to
take action at a meeting, written or printed notice stating the place, date,
time, and, in the case of special meetings, the purpose or purposes, of such
meeting, shall be given to each stockholder entitled to vote at such meeting not
less than 10 nor more than 60 days before the date of the meeting. All such
notices shall be delivered, either personally or by mail, by or at the direction
of the
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Chairman of the Board, the Chief Executive Officer or the Secretary, and
if mailed, such notice shall be deemed to be delivered when deposited in the
United States mail, postage prepaid, addressed to the stockholder at his, her or
its address as the same appears on the records of the corporation. Nothing
herein contained shall preclude the stockholders from waiving notice as provided
in Article IV hereof.
SECTION 5. STOCKHOLDERS LIST. The officer or agent having charge of the
stock ledger of the corporation shall make, at least 10 days before every
meeting of the stockholders, a complete list of the stockholders entitled to
vote at such meeting arranged in alphabetical order, showing the address of each
stockholder and the number, class and series of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least 10 days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting or, if not so specified, at the place where the meeting is
to be held. The list shall also 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.
SECTION 6. QUORUM. The holders of a majority of the issued and
outstanding shares of common stock of the corporation entitled to vote, present
in person or represented by proxy, shall constitute a quorum at all meetings of
the stockholders. If a quorum is not present, the holders of a majority of the
shares present in person or represented by proxy at the meeting and entitled to
vote at the meeting may adjourn the meeting to another time and/or place. When a
quorum is once present to commence a meeting of stockholders, it shall not be
broken by the subsequent withdrawal of the stockholders or their proxies.
SECTION 7. ADJOURNED MEETINGS. When a meeting is adjourned to another
time and place, notice need not be given of the adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At any such adjourned meeting at which a quorum shall be present or
represented, the corporation may transact any business which might have been
transacted at the original meeting. Notwithstanding the foregoing, if the
adjournment is for more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given as provided in Section 4 of Article II hereof, but such
notice may be waived as provided in Article IV hereof.
SECTION 8. VOTING BY STOCKHOLDERS ON MATTERS OTHER THAN THE ELECTION OF
DIRECTORS. With respect to any matters as to which no other voting requirement
is specified by the General Corporation Law of the State of Delaware, the
certificate of incorporation of the corporation or these Bylaws, the affirmative
vote required for stockholder action shall be that of a majority of the shares
present in person or represented by proxy (as counted for purposes of
determining the existence of a quorum) and entitled to vote at a meeting of
stockholders at which a quorum is present. In the case of a matter submitted for
a vote of the stockholders as to which a stockholder approval requirement is
applicable under the stockholder approval policy of the New York Stock Exchange,
the requirements of Rule 16b-3 under the Securities Exchange Act of 1934 (the
"'Exchange Act") or any provision of the Internal Revenue Code of 1986 (the
"Code"), including Code Section 162(m), in each case for which no higher voting
requirement is specified by the General Corporation Law of the State of
Delaware, the certificate of incorporation of the corporation or these Bylaws,
the vote required for approval shall be the requisite vote specified
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in such stockholder approval policy, Rule 16b-3 or such Code provision, as the
case may be (or the highest such requirement if more than one is applicable).
For the approval of the appointment of independent public accountants (if
submitted for a vote of the stockholders), the vote required for approval shall
be a majority of the votes cast on the matter.
SECTION 9. VOTING BY STOCKHOLDERS IN THE ELECTION OF DIRECTORS. Unless
otherwise provided in the certificate of incorporation of the corporation,
directors shall be elected by a plurality of the votes of the shares present in
person or represented by proxy at the meeting and entitled to vote in the
election of directors at a meeting of stockholders at which a quorum is present.
SECTION 10. VOTING RIGHTS. Except as otherwise provided by the General
Corporation Law of the State of Delaware or by the certificate of incorporation
of the corporation or any amendments thereto and subject to Section 3 of Article
VII hereof, every stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of common stock held
by such stockholder.
SECTION 11. PROXIES. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him or her
by proxy, but no such proxy shall be voted or acted upon after three years from
its date, unless the proxy provides for a longer period. Each proxy shall be in
writing executed by the stockholder giving the proxy or by his duly authorized
attorney. Unless and until voted, every proxy shall be revocable at the pleasure
of the person who executed it, or his legal representatives or assigns except in
those cases where an irrevocable proxy permitted by statute has been given. Any
proxy is suspended when the person executing the proxy is present at a meeting
of stockholders and elects to vote, except that when such proxy is coupled with
an interest sufficient in law to support an irrevocable power and the fact of
the interest appears on the face of the proxy, the agent named in the proxy
shall have all voting and other rights referred to in the proxy, notwithstanding
the presence of the person executing the proxy. At each meeting of the
stockholders, and before any voting commences, all proxies filed at or before
the meeting shall be submitted to and examined by the Secretary or a person
designated by the Secretary, and no shares may be represented or voted under a
proxy that has been found to be invalid or irregular.
SECTION 12. ACTION BY WRITTEN CONSENT. Any action required to be taken
at any annual or special meeting of stockholders of the corporation, or any
action which may be taken at any annual or special meeting of such stockholders,
may be taken without a meeting, without prior notice and without a vote, if a
consent or consents in writing, setting forth the action so taken and bearing
the dates of signature of the stockholders who signed the consent or consents,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted
and shall be delivered to the corporation by delivery to its registered office
in the State of Delaware, or the corporation's principal place of business, or
an officer or agent of the corporation having custody of the book or books in
which proceedings of meetings of the stockholders are recorded. Delivery made to
the corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested, provided, however, that no consent or
consents delivered by certified or registered mail shall be deemed delivered
until received at the registered office. All consents properly delivered in
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accordance with this section shall be deemed to be recorded when so delivered.
No written consent shall be effective to take the corporate action referred to
therein unless, within 60 days of the earliest dated consent delivered to the
corporation as required by this section, written consents signed by the holders
of a sufficient number of shares to take such corporate action are so recorded.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing and who, if the action had been taken at a meeting, would
have been entitled to notice of the meeting if the record date for such meeting
had been the date that written consents signed by a sufficient number of
stockholders to take the action were recorded. Any action taken pursuant to such
written consent or consents of the stockholders shall have the same force and
effect as if taken by the stockholders at a meeting thereof.
SECTION 13. STOCK RECORDS. The Secretary or agent having charge of the
stock transfer books shall make, at least ten (10) days before each meeting or
any adjournment thereof, arranged in alphabetical order and showing the address
of and the number and class and series, if any, of shares held by each. For a
period of ten (10) days prior to such meeting, such list shall be kept at the
principal place of business of the Corporation or at the office of the transfer
agent or registrar of the Corporation and such other places, if any, as required
by statute and shall be subject to inspection by any stockholder 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
stockholder at any time during the meeting.
SECTION 14. STOCKHOLDERS PROPOSALS. [AS ADDED TO THE BYLAWS 4-28-00] At
an annual meeting of the stockholders, only such business shall be conducted as
shall have been properly brought before the meeting. To be properly brought
before an annual meeting, business must be (i) specified in the notice of the
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors, (ii) otherwise properly brought before the meeting by or at the
direction of the Board of Directors or (iii) otherwise properly brought before
the meeting by a stockholder of the corporation who was a stockholder of record
at the time of giving of notice provided for in this Section, who is entitled to
vote at the meeting and who complied with the notice procedures set forth in
this Section. For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the corporation at the principal executive office of the
corporation.
To be timely, a stockholder's notice shall be delivered not less than
120 days prior to the first anniversary of the preceding year's meeting and not
more than 180 days prior to the first anniversary of the preceding year's
meeting; provided, however, that in the event that the date of the annual
meeting is advanced by more than 30 days or delayed by more than 60 days from
such anniversary date, notice by the stockholder, to be timely, must be so
delivered not later than the 10th day following the day on which public
announcement (as defined herein) of the date of such meeting is first made.
Such stockholder's notice shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (i) a brief description
of the business desired to be brought before the meeting and the reasons for
conducting such business at the meeting and any material interest in such
business of such stockholder and the beneficial owner, if any, on whose behalf
the proposal is made; and (ii) as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the proposal is made (A) the name and
address of such
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stockholder, as they appear on the corporation's books and the name and address
of such beneficial owner and (B) the class and number of shares of the
corporation which are owned of record and beneficially by such stockholder and
such beneficial owner, and (iii) in the event that such business includes a
proposal to amend either the Articles of Incorporation or the Bylaws of the
corporation, the language of the proposed amendment.
Notwithstanding anything in these Bylaws to the contrary, no business
shall be conducted at any annual meeting except in accordance with this
paragraph, and the Chairman of the Board or other person presiding at an annual
meeting of stockholders, may refuse to permit any business to be brought before
such meeting without compliance with the foregoing procedures. For the purposes
of this paragraph "public announcement" shall mean disclosure in a press release
reported by the Dow Jones News Service, Associated Press or comparable national
news service or in a document publicly filed by the corporation with the
Securities and Exchange Commission pursuant to Sections 13, 14, or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
In addition to the provisions of this paragraph, a stockholder shall
also comply with all applicable requirements of the Exchange Act and the rules
and regulations thereunder with respect to the matters set forth herein. Nothing
in these Bylaws shall be deemed to affect any rights of the stockholders to
request inclusion of proposals in the corporation's proxy statement pursuant to
Rule 14a-8 under the Exchange Act.
ARTICLE III
DIRECTORS
SECTION 1. GENERAL POWERS. The business and affairs of the corporation
shall be managed by or under the direction of the Board of Directors.
SECTION 2. NUMBER, ELECTION AND TERM OF OFFICE. The number of directors
which shall constitute the Board of Directors shall be established from time to
time by a vote of a majority of the entire Board of Directors; provided,
however, that the number of Directors shall not be reduced so as to shorten the
term of any Director at the time in office except with respect to directors
elected by the holders of one or more outstanding series of preferred stock of
the corporation upon the expiration of a default period in the payment of
dividends to preferred stockholders. The Board of Directors shall be elected at
the annual meeting of the stockholders and each director elected shall hold
office until the next annual meeting of stockholders or until a successor is
duly elected and qualified or until his or her earlier resignation or removal as
hereinafter provided.
SECTION 3. REMOVAL AND RESIGNATION. Any director or the entire Board of
Directors may be removed at any time, with or without cause, by the holders of a
majority of the shares then entitled to vote at an election of directors, except
as otherwise provided by law. Any director may resign at any time upon written
notice to the corporation. Such written resignation shall take effect at the
time specified therein, and if no time be specified, at the time of its receipt
by the Chairman of the Board, Chief Executive Officer or the Secretary. The
acceptance of a resignation shall not be necessary to make it effective.
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SECTION 4. VACANCIES. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, even if less than a quorum, or by
a sole remaining director. Each director so chosen shall hold office until the
next annual meeting of stockholders or until a successor is duly elected and
qualified or until his or her earlier resignation or removal as herein provided.
Whenever the holders of any class or classes of stock or series thereof are
entitled to elect one or more directors, vacancies and newly created
directorships of such class or classes or series may be filled by a majority of
the directors elected by such class or classes or series thereof then in office,
or by a sole remaining director so elected. Each director chosen by any class or
classes of stock or series thereof shall hold office until the next election of
the class for which such directors have been chosen and until their successors
shall be elected and qualified.
SECTION 5. ANNUAL MEETINGS. The annual meeting of each newly elected
Board of Directors shall be held without other notice than this Bylaw
immediately after the annual meeting of stockholders at such location as is
convenient and established by the Chairman of the Board.
SECTION 6. OTHER MEETINGS AND NOTICE. Regular meetings, other than the
annual meeting, of the Board of Directors may be held within or without the
State of Delaware and without notice at such time and at such place as shall
from time to time be determined by resolution of the Board of Directors. Special
meetings of the Board of Directors may be called (i) by the Chairman of the
Board or the Chief Executive Officer on at least 24 hours prior notice to each
director, either personally, by telephone, by mail, by telegraph or by telecopy
or (ii) upon the request of any director, by the Secretary on at least 72 hours'
prior notice. If notice of less than three days is given, it shall be oral,
whether by telephone or in person, or sent by special delivery mail, facsimile
or telegraph. If mailed, the notice shall be given when deposited in the United
States mail, postage pre-paid. Nothing herein contained shall preclude the
directors from waiving notice as provided in Article IV hereof.
SECTION 7. CHAIRMAN OF THE BOARD. The Chairman of the Board shall be
appointed by resolution of the Board of Directors and shall preside at all
meetings of the Board of Directors and stockholders.
SECTION 8. QUORUM, REQUIRED VOTE AND ADJOURNMENT. A majority of the
total number of directors shall constitute a quorum for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation or these Bylaws. The vote of a majority of directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors,
unless otherwise provided by an applicable provision of law, by these Bylaws or
by the certificate of incorporation. If a quorum shall not be present at any
meeting of the Board of Directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
SECTION 9. EXECUTIVE COMMITTEE. If, and to the extent, established and
appointed from time by the Board of Directors, an Executive Committee of the
Board shall consist of not less than three members of the Board of Directors,
who shall from time to time be appointed to such committee by resolution of the
Board of Directors. To the extent provided in any resolution establishing the
Executive Committee or any subsequent resolution of the Board of Directors, the
Executive Committee, subject to the last sentence of Section 10 of this Article
III, shall have
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and may exercise all of the authority of the Board of Directors in the
management of the corporation. At such times as there is no Executive Committee
of the Board, the powers referred to herein shall be in all respects reserved to
the Board of Directors.
SECTION 10. OTHER COMMITTEES OF THE BOARD. The Corporation shall have
an Audit Committee, consisting of at least three outside directors of the
Corporation, and a Compensation Committee, consisting of at least two outside
directors of the Corporation who have never been employees or officers of the
Corporation. The Board of Directors may, by resolution passed by a majority of
the whole Board, designate other committees, each committee to consist of one or
more of the directors of the corporation. The Board of Directors may designate
one or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of a committee. Such committee or
committees (including the members thereof) shall serve at the pleasure of the
Board of Directors and have such name or names and have as many members as may
be determined from time to time by resolution adopted by the Board of Directors.
Each committee shall keep regular minutes of its meetings and report the same to
the Board of Directors when required.
SECTION 11. LIMITATIONS ON COMMITTEE POWERS. No committee of the Board,
acting without concurrence of the full Board, shall have power or authority to:
A. amend the certificate of incorporation or recommend the same
to the stockholders;
B. adopt an agreement of merger or consolidation or recommend the
same to the stockholders;
C. recommend to the stockholders the sale, lease, or exchange of
all or substantially all of the corporation's property and
assets;
D. recommend to the stockholders a dissolution of the corporation
or a revocation of a dissolution;
E. amend these Bylaws;
F. unless expressly so provided by resolution of the Board, (i)
declare a dividend; or (ii) authorize the issuance of shares
of the corporation of any class; and
G. amend, alter, or repeal any resolution of the Board of
Directors which, by its terms, provides that it shall not be
amended, altered or repealed by any committee or, as
applicable, a certain committee.
SECTION 12. COMMITTEE RULES. Each committee of the Board of Directors
may fix its own rules of procedure and shall hold its meetings as provided by
such rules, except as may otherwise be provided by a resolution of the Board of
Directors designating such committee. Unless otherwise provided in such a
resolution, the presence of at least a majority of the members of the committee
shall be necessary to constitute a quorum. In the event that a member and that
member's alternate, if alternates are designated by the Board of Directors as
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provided in Section 10 of this Article III, of such committee is or are absent
or disqualified, the member or members thereof present at any meeting and not
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in place of any such absent or disqualified member.
SECTION 13. USE OF COMMUNICATIONS EQUIPMENT IN CONDUCTING MEETINGS.
Members of the Board of Directors or any committee thereof may participate in
and act at any meeting of the Board of Directors or committee through the use of
a conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in
the meeting pursuant to this section shall constitute attendance and presence in
person at the meeting of the person or persons so participating.
SECTION 14. ACTION WITHOUT A MEETING BY WRITTEN CONSENT. Unless
otherwise restricted by the certificate of incorporation, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.
SECTION 15. COMPENSATION. Unless otherwise restricted by the
certificate of incorporation, the Board of Directors shall have the authority to
fix the compensation of directors by written resolution. Nothing herein shall be
construed to preclude any director from serving the corporation in any other
capacity as an officer, employee, agent or otherwise, and receiving compensation
therefor.
SECTION 16. BOOKS AND RECORDS. The directors may keep the books of the
corporation except such as are required by law to be kept within the state,
outside of the State of Delaware, at such place or places as they may from time
to time determine.
ARTICLE IV
WAIVER OF NOTICE
Whenever a notice is required to be given by any provision of law, by
these Bylaws, or by the certificate of incorporation, a written waiver, signed
by the person entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to such notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the sole and express purpose of objecting at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.
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ARTICLE V
[AS AMENDED BY ACTION OF THE BOARD OF DIRECTORS, AUGUST 3, 2000; FORMER LANGUAGE
APPEARS IN ADDENDUM TO THESE BYLAWS]
OFFICERS
SECTION 1. NUMBER AND AUTHORITY. The Board of Directors of the
corporation shall from time to time, elect from its membership, a Chairman of
the Board. He may be a non-executive of the Company, in which event he shall not
be an officer of the corporation. The officers of the corporation shall consist
of at least the following: (1) a Chief Executive Officer, (2) a Chief Financial
Officer, (3) a Secretary and (4) a Treasurer.
The Board of Directors may appoint such other officers and agents,
including but not limited to, one or more Presidents of Divisions or Business
Groups, one or more Executive Vice Presidents, Senior Vice Presidents, Vice
Presidents, Assistant Vice Presidents, Assistant Secretaries and Assistant
Treasurers, as it shall at any time or from time to time deem necessary or
advisable. Pursuant to Section 10 of this Article V, the Board of Directors
hereby delegates to the Chief Executive Officer the right to appoint such Vice
Presidents and Assistant Vice Presidents, Assistant Secretaries and Assistant
Treasurers, as he shall deem appropriate and necessary from to time. The Board
shall elect all other officers.
Any number of offices may be held by the same person, except that
neither the Chief Executive Officer nor any President shall also hold the office
of either Treasurer or Secretary. All officers, as between themselves and the
corporation, shall have such authority and perform such duties in the management
of the business and affairs of the corporation as may be provided in these
Bylaws, or, to the extent not so provided, as may be prescribed by the Board of
Directors or by the Chief Executive Officer.
SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation
shall be elected at least once annually by the Board of Directors. Vacancies may
be filled or new offices created and filled at any meeting of the Board of
Directors. Each officer shall hold office until the next annual meeting of the
Board of Directors or until a successor is duly elected and qualified or until
his or her earlier resignation or removal as herein provided.
SECTION 3. REMOVAL. All officers and agents shall hold office at the
pleasure of the Board of Directors, and any officer or agent elected or
appointed by the Board of Directors may be removed at any time by the Board of
Directors for cause or without cause at any regular or special meeting, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.
SECTION 4. VACANCIES. Any vacancy occurring in any office because of
death, resignation, removal, disqualification or otherwise, may be filled by
resolution of the Board of Directors.
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SECTION 5. COMPENSATION. Compensation of all officers and agents shall
be fixed by or in the manner prescribed by the Board of Directors, and no
officer shall be prevented from receiving such compensation by virtue of his or
her also being a director of the corporation.
SECTION 6. CHAIRMAN OF THE BOARD. The Chairman of the Board shall
preside at all meetings of the directors, or he may delegate such duties to the
Chief Executive Officer. The Chairman shall perform such other duties as are
required of him by the Board of Directors and shall have no other duties except
such as are delegated to him by the Board.
SECTION 7. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of the
corporation shall have the general charge of the business and affairs of the
corporation and shall oversee the management of the business of the corporation.
In the absence of the Chairman, or if designated to do so by the Board of
Directors, he shall preside at all meetings of the stockholders and of the
directors and shall exercise the other powers and perform the other duties of
the Chairman or designate the executive officers of the corporation by whom such
other powers shall be exercised and other duties performed. He shall see to it
that all resolutions and orders of the Board of Directors are carried into
effect, and he shall have full power of delegation in so doing. He shall have
such other powers and perform such other duties as the Board of Directors or
these Bylaws may, from time to time, prescribe. The Chief Executive Officer
shall have the power to execute any and all instruments and documents on behalf
of the corporation and to delegate to any other officer of the corporation the
power to execute any and all such instruments and documents.
SECTION 8. SECRETARY. The Secretary shall attend all meetings of the
Board of Directors and its committees and all meetings of the stockholders and
shall record all the proceedings of the meetings in a book or books to be kept
for that purpose; he shall see that all notices required to be given by these
Bylaws or by law are duly given in accordance with the provisions of these
Bylaws or as required by law; he shall be the custodian of the records and of
the corporate seal or seals of the corporation; he shall have authority to affix
the corporate seal or seals to all documents, the execution of which, on behalf
of the corporation, under its seal, is duly authorized, and when so affixed it
may be attested by his signature; and in general, he shall perform all duties
incident to the office of the Secretary of a corporation, and such other duties
as the Board of Directors or the Chief Executive Officer may from time to time
prescribe.
SECTION 9. TREASURER. The Treasurer shall have charge of and be
responsible for all funds, securities, receipts and disbursements of the
corporation and shall deposit, or cause to be deposited, all moneys and other
valuable effects in the name and to the credit of the corporation in such banks,
trust companies, or other depositories as shall from time to time be selected by
the Board of Directors. He shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation; he shall render to the
Chairman of the Board and to each member of the Board of Directors, whenever
requested, an account of the Treasurer's actions and of the financial condition
of the corporation. The Treasurer shall perform all of the duties incident to
the office of the Treasurer of a corporation, and have such other powers and
perform such other duties as the Board of Directors may, from time to time,
prescribe. In the event the corporation shall fail to have a Treasurer at any
time, then the duties of the Treasurer may be assumed and performed by the Chief
Financial Officer and delegated by him to one or more assistant Treasurers.
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SECTION 10. OTHER OFFICERS, ASSISTANT OFFICERS AND AGENTS. The Board of
Directors may also elect or may delegate to the Chief Executive Officer the
power to appoint such other officers, assistant officers and agents, as it may
at any time or from time to time deem advisable, and any officers so elected or
appointed shall have such authority and perform such duties as the Board of
Directors or the Chief Executive Officer may from time to time prescribe.
SECTION 11. RESERVATION OF AUTHORITY. All other powers not expressly
delegated or provided for herein, or in the Delaware General Corporation Law to
any officer, are expressly reserved to the Board of Directors and may be
delegated by it to any officer by resolution adopted from time to time by the
Board of Directors.
ARTICLE VI
INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS
SECTION 1. COVERAGE. Each person who was or is made a party or is
threatened to be made a party to or is otherwise involved in any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative ("proceeding"), by reason of the fact that he or
she is or was a director, officer, employee or agent of the corporation (which
term shall include any predecessor corporation of the corporation) or is or was
serving at the request of the corporation as a director, officer, employee,
fiduciary or agent of another corporation or of a partnership, joint venture,
trust or other enterprise of any type or kind, domestic or foreign, including
service with respect to employee benefit plans ("indemnitee"), whether the basis
of such proceeding is alleged action in an official capacity as a director,
officer, employee, fiduciary or agent or in any other capacity while serving as
a director, officer, employee, fiduciary or agent, shall be indemnified and held
harmless by the corporation to the fullest extent authorized by the General
Corporation Law of the State of Delaware, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the corporation to provide broader indemnification rights than
said law permitted the corporation to provide prior to such amendment), against
all expenses, liability and loss (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid in settlement or other
disposition) incurred or suffered by such indemnitee in connection therewith and
such indemnification shall continue as to an indemnitee who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators. To the extent permitted by
law, expenses so incurred by any such person in defending a civil or criminal
action or proceeding shall at his request be paid by the corporation in advance
of the final disposition of such action or proceeding.
SECTION 2. RIGHTS NOT EXCLUSIVE. The rights conferred on any person by
Section 1 of this Article VI shall not be exclusive of any other rights to which
such person may be entitled under these Bylaws, any statute, the certificate of
incorporation, any agreement, any vote of stockholders or disinterested
directors or otherwise, and shall inure to the benefit of the heirs, executors
and administrators of such a person.
SECTION 3. EMPLOYEES AND AGENTS. Persons who are not covered by the
foregoing provisions of this Article VI and who are or were employees or agents
of the corporation may be
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indemnified and may have their expenses paid to the extent and subject to such
terms and conditions as may be authorized at any time or from time to time by
the Board of Directors.
SECTION 4. INSURANCE. The corporation may purchase and maintain
insurance on its own behalf and on behalf of any person who is or was a
director, officer, employee, fiduciary or agent of the corporation or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him or her and incurred by him
or her in any such capacity or arising out of his or her status as such, whether
or not the corporation would have the power to indemnify such person against
such liability under this Article VI.
SECTION 5. CONTRACT RIGHT. The provisions of this Article VI shall be
deemed to be a contract right between the corporation and each director or
officer who serves in any such capacity at any time while this Article VI and
the relevant provisions of the General Corporation Law of the State of Delaware
or other applicable law are in effect, and any repeal or modification of this
Article VI or any such law shall not affect any rights or obligations then
existing with respect to any state of facts or proceeding then existing.
SECTION 6. MERGER OR CONSOLIDATION. For purposes of this Article VI,
references to "the corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under this Article
VI with respect to the resulting or surviving corporation as he or she would
have with respect to such constituent corporation if its separate existence had
continued.
ARTICLE VII
CERTIFICATES OF STOCK
SECTION 1. FORM. Every holder of stock in the corporation shall be
entitled to have a certificate signed by or in the name of the corporation by
the Chairman of the Board, the President or a Vice President and by the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary
of the corporation, certifying the number of shares owned by such holder in the
corporation. Any or all such 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, any such certificate or certificates
shall cease to be such officer, transfer agent or registrar of the corporation
whether because of death, resignation or otherwise before such certificate or
certificates 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 have been used thereon had not ceased to be such officer, transfer
agent or registrar of the corporation. All certificates for shares shall be
consecutively numbered or otherwise identified. The name 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 books of the corporation. Shares of stock of the
corporation shall only
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be transferred on the books of the corporation by the holder of record thereof
or by such holder's attorney duly authorized in writing, upon surrender to the
corporation of the certificate or certificates for such shares endorsed by the
appropriate person or persons, with such evidence of the authenticity of such
endorsement, transfer, authorization and other matters as the corporation may
reasonably require, and accompanied by all necessary stock transfer stamps. In
that event, it shall be the duty of the corporation to issue a new certificate
to the person entitled thereto, cancel the old certificate or certificates and
record the transaction on its books. Except as otherwise provided by law, the
Board may make such additional rules and regulations, not inconsistent with
these Bylaws, as it may deem expedient, concerning the issue, transfer and
registration of certificates for the securities of the corporation. The Board of
Directors may appoint or authorize any officer or officers to appoint, one or
more transfer agents or registrars or both in connection with the transfer of
any class or series of securities of the corporation.
SECTION 2. LOST CERTIFICATES. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates previously issued by the corporation alleged to have been lost,
stolen or destroyed upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his or her legal representative, to indemnify the corporation
or to give the corporation a bond sufficient to indemnify the corporation
against any claim that may be made against the corporation on account of the
loss, theft or destruction of any such certificate or the issuance of such new
certificate.
SECTION 3. FIXING A RECORD DATE FOR STOCKHOLDER MEETINGS. In order that
the corporation may determine the stockholders entitled to notice of or to vote
at any meeting of stockholders or any adjournment thereof, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which record date shall not be more than 60 nor less than 10 days
before the date of any such meeting. If no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be the close of business on the next
day preceding the day on which notice is given, or if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record 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 of Directors may fix a new record date for the
adjourned meeting.
SECTION 4. FIXING A RECORD DATE FOR ACTION BY WRITTEN CONSENT. In order
that the corporation may determine the stockholders entitled to consent to
corporate action in writing without a meeting, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which date shall not be more than 10 days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. If no
record date has been fixed by the Board of Directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required by
statute, shall be the first date on which a signed written consent setting forth
the action taken or proposed to be taken is delivered to the corporation by
delivery to its
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registered office in the State of Delaware, its principal place of business, or
an officer or agent of the corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to the
corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. If no record date has been fixed by the Board of
Directors and prior action by the Board of Directors is required by statute, the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action.
SECTION 5. FIXING A RECORD DATE FOR OTHER PURPOSES. In order that the
corporation may determine the stockholders entitled to receive payment of any
dividend or other distribution or allotment of any rights or the stockholders
entitled to exercise any rights in respect of any change, conversion or exchange
of stock, or for the purposes of any other lawful action, the Board of Directors
may fix a record date, which record date, shall not precede the date upon which
the resolution fixing the record date is adopted, and which record date shall be
not more than 60 days prior to such action. If no record date is fixed, the
record date for determining stockholders for any such purpose shall be at the
close of business on the day on which the Board of Directors adopts the
resolution relating thereto.
SECTION 6. REGISTERED STOCKHOLDERS. Prior to the surrender to the
corporation of the certificate or certificates for a share or shares of stock
with a request to record the transfer of such share or shares, the corporation
may treat the registered owner as the person entitled to receive dividends or
other distributions, to vote, to receive notifications, and otherwise to
exercise all the rights and powers of an owner, and as the person to hold liable
for calls and assessments. The corporation shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof.
ARTICLE VIII
GENERAL PROVISIONS
SECTION 1. DIVIDENDS AND DISTRIBUTIONS. The Board shall have full power
and discretion pursuant to law, at any regular or special meeting, subject to
the provisions of the certificate of incorporation or the terms of any other
corporate document or instrument, to determine what, if any, dividends or
distributions shall be declared and paid or made upon or with respect to
outstanding shares of the capital stock of the corporation. Dividends may be
paid in cash, bonds, property, or in shares of the capital stock, subject to the
provisions of the certificate of incorporation. Before payment of any dividend,
there may be set aside out of any funds of the corporation available for
dividends such sum or sums as the directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
corporation, or any other purpose and the directors may modify or abolish any
such reserve in the manner in which it was created.
SECTION 2. CHECKS, DRAFTS OR ORDERS. All checks, drafts, or other
orders for the payment of money by or to the corporation and all notes and other
evidences of indebtedness issued in the name of the corporation shall be signed
by such officer or officers or agent, or agents of the corporation, and in such
manner, as shall be determined by resolution of the Board of Directors or a duly
authorized committee thereof.
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SECTION 3. CONTRACTS. The Board of Directors may authorize any officer
or officers or any agent or agents of the corporation to enter into any contract
or to 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 4. LOANS. The corporation may lend money to, or guarantee any
obligation of, or otherwise assist any officer or other employee of the
corporation or of its subsidiary, including any officer or employee who is a
director of the corporation or its subsidiary, whenever, in the judgment of the
directors, such loan, guaranty or assistance may reasonably be expected to
benefit the corporation. The loan, guaranty or other assistance may be with or
without interest, and may be unsecured, or secured in such manner as the Board
of Directors shall approve, including, without limitation, a pledge of shares of
stock of the corporation. Nothing in this section contained shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the corporation at
common law or under any statute.
SECTION 5. FISCAL YEAR. The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.
SECTION 6. CORPORATE SEAL. The Board of Directors may provide a
corporate seal, which shall be in the form of a circle and shall have inscribed
thereon the name of the corporation and the words "Corporate Seal, Delaware".
The seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.
SECTION 7. VOTING SECURITIES OWNED BY CORPORATION. Voting securities in
any other company held by the corporation shall be voted by the Chairman of the
Board or the President, unless the Board of Directors specifically confers
authority to vote with respect thereto, which authority may be general or
confined to specific instances, upon some other person or officer. Any person
authorized to vote securities shall have the power to appoint proxies, with or
without general power of substitution.
SECTION 8. INSPECTION OF BOOKS AND RECORDS. Any stockholder of record,
in person or by attorney or other agent, shall, upon written demand under oath
stating the purpose thereof, have the right during the usual hours for business
to inspect for any proper purpose the corporation's stock ledger, a list of its
stockholders and its other books and records and to make copies or extracts
therefrom. A proper purpose shall mean any purpose reasonably related to such
person's interest as a stockholder. In every instance where an attorney or other
agent shall be the person who seeks the right to inspection, the demand under
oath shal1 be accompanied by a power of attorney or such other writing which
authorizes the attorney or other agent to so act on behalf of the stockholder.
The demand under oath shall be directed to the corporation at its registered
office in the State of Delaware or at its principal place of business.
SECTION 9. GENERAL AND SPECIAL BANK ACCOUNTS. The Board of Directors
may authorize from time to time the opening and keeping of general and special
bank accounts with such banks, trust companies or other depositories as the
Board may designate or as may be designated by any officer or officers of the
corporation to whom such power of designation may
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be delegated by the Board from time to time. The Board may make such special
rules and regulations with respect to such bank accounts, not inconsistent with
the provisions of these Bylaws, as it may deem expedient.
SECTION 10. SECTION HEADINGS. Section headings in these Bylaws are for
convenience of reference only and shall not be given any substantive effect in
limiting or otherwise construing any provision herein.
SECTION 11. ELECTION OUT OF SECTION 203. The corporation expressly
elects not to be governed by Section 203 of the General Corporation Law of
Delaware. The Bylaw amendment adopting this provision shall not be further
amended by the Board of Directors of the corporation.
ARTICLE IX
AMENDMENTS
These Bylaws may be amended, altered, or repealed and new Bylaws
adopted at any meeting of the Board of Directors by a majority vote; provided
that these Bylaws and any other Bylaws amended or adopted by the Board of
Directors may be amended, may be reinstated, and new Bylaws may be adopted, by
the stockholders of the corporation entitled to vote at the time for the
election of directors.
Certified this _____ day of ___________ 2000
---------------------------------------------
David C. Fannin, Executive Vice President,
General Counsel & Secretary
AMENDED & RESTATED 3 AUG. 2000.
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ADDENDUM 1
FORMER LANGUAGE - SUPERSEDED AS NOTED IN THE BYLAWS ABOVE
THE PROVISIONS OF THIS ADDENDUM 1 ARE NOT A PART OF THE BYLAWS
BUT ARE PROVIDED FOR HISTORICAL REFERENCE ONLY
ARTICLE V
OFFICERS
SECTION 1. NUMBER AND AUTHORITY. THE OFFICERS OF THE CORPORATION SHALL
BE ELECTED BY THE BOARD OF DIRECTORS AND SHALL CONSIST OF AT LEAST THE FOLLOWING
PERSONS: A CHAIRMAN OF THE BOARD, A SECRETARY AND TREASURER. THE BOARD OF
DIRECTORS MAY APPOINT SUCH OTHER OFFICERS AND AGENTS, INCLUDING BUT NOT LIMITED
TO, A CHIEF EXECUTIVE OFFICER, A PRESIDENT, A CHIEF FINANCIAL OFFICER, ONE OR
MORE DIVISION PRESIDENTS, EXECUTIVE VICE PRESIDENTS, SENIOR VICE PRESIDENTS,
VICE PRESIDENTS, ASSISTANT VICE PRESIDENTS, ASSISTANT SECRETARIES AND ASSISTANT
TREASURERS, AS IT SHALL AT ANY TIME OR FROM TIME TO TIME DEEM NECESSARY OR
ADVISABLE. PURSUANT TO SECTION 10 OF THESE BYLAWS, THE BOARD OF DIRECTORS
DELEGATES TO THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER AND THE PRESIDENT THE
RIGHT TO APPOINT SUCH VICE PRESIDENTS AND ASSISTANT VICE PRESIDENTS, ASSISTANT
SECRETARIES AND ASSISTANT TREASURERS, AS EITHER OF SUCH PERSONS SHALL DEEM
APPROPRIATE AND NECESSARY FROM TO TIME. THE BOARD SHALL ELECT ALL OTHER
OFFICERS. ANY NUMBER OF OFFICES MAY BE HELD BY THE SAME PERSON, EXCEPT THAT
NEITHER THE CHAIRMAN OF THE BOARD NOR THE PRESIDENT SHALL ALSO HOLD THE OFFICE
OF EITHER TREASURER OR SECRETARY. ALL OFFICERS, AS BETWEEN THEMSELVES AND THE
CORPORATION, SHALL HAVE SUCH AUTHORITY AND PERFORM SUCH DUTIES IN THE MANAGEMENT
OF THE BUSINESS AND AFFAIRS OF THE CORPORATION AS MAY BE PROVIDED IN THESE
BYLAWS, OR, TO THE EXTENT NOT SO PROVIDED, AS MAY BE PRESCRIBED BY THE BOARD OF
DIRECTORS OR BY THE CHAIRMAN OR THE CHIEF EXECUTIVE OFFICER.
SECTION 2. ELECTION AND TERM OF OFFICE. THE OFFICERS OF THE CORPORATION
SHALL BE ELECTED AT LEAST ONCE ANNUALLY BY THE BOARD OF DIRECTORS. VACANCIES MAY
BE FILLED OR NEW OFFICES CREATED AND FILLED AT ANY MEETING OF THE BOARD OF
DIRECTORS. EACH OFFICER SHALL HOLD OFFICE UNTIL THE NEXT ANNUAL MEETING OF THE
BOARD OF DIRECTORS OR UNTIL A SUCCESSOR IS DULY ELECTED AND QUALIFIED OR UNTIL
HIS OR HER EARLIER RESIGNATION OR REMOVAL AS HEREIN PROVIDED.
SECTION 3. REMOVAL. ALL OFFICERS AND AGENTS SHALL HOLD OFFICE AT THE
PLEASURE OF THE BOARD OF DIRECTORS, AND ANY OFFICER OR AGENT ELECTED OR
APPOINTED BY THE BOARD OF DIRECTORS MAY BE REMOVED AT ANY TIME BY THE BOARD OF
DIRECTORS FOR CAUSE OR WITHOUT CAUSE AT ANY REGULAR OR SPECIAL MEETING, BUT SUCH
REMOVAL SHALL BE WITHOUT PREJUDICE TO THE CONTRACT RIGHTS, IF ANY, OF THE PERSON
SO REMOVED.
SECTION 4. VACANCIES. ANY VACANCY OCCURRING IN ANY OFFICE
BECAUSE OF DEATH, RESIGNATION, REMOVAL, DISQUALIFICATION OR OTHERWISE, MAY
BE FILLED BY RESOLUTION OF THE BOARD OF DIRECTORS.
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SECTION 5. COMPENSATION. COMPENSATION OF ALL OFFICERS AND AGENTS SHALL
BE FIXED BY OR IN THE MANNER PRESCRIBED BY THE BOARD OF DIRECTORS, AND NO
OFFICER SHALL BE PREVENTED FROM RECEIVING SUCH COMPENSATION BY VIRTUE OF HIS OR
HER ALSO BEING A DIRECTOR OF THE CORPORATION.
SECTION 6. CHAIRMAN OF THE BOARD. THE CHAIRMAN OF THE BOARD SHALL HAVE
THE GENERAL CHARGE OF THE BUSINESS AND AFFAIRS OF THE CORPORATION AND SHALL
PRESIDE AT ALL MEETINGS OF THE STOCKHOLDERS AND THE DIRECTORS. THE CHAIRMAN
SHALL SEE TO IT THAT ALL RESOLUTIONS AND ORDERS OF THE BOARD OF DIRECTORS ARE
CARRIED INTO EFFECT, AND, IN CONNECTION THEREWITH, SHALL BE AUTHORIZED TO
DELEGATE TO THE OTHER EXECUTIVE OFFICERS SUCH OF HIS POWERS AND DUTIES AS
CHAIRMAN OF THE BOARD AT SUCH TIMES AND IN SUCH MANNER AS HE MAY DEEM ADVISABLE.
IN THE EVENT THAT THE CORPORATION SHALL AT ANY TIME OR FROM TIME TO TIME OWN OR
HAVE POWER TO VOTE ANY SECURITIES OF ANY OTHER ISSUER, SUCH SECURITIES SHALL BE
VOTED BY THE CHAIRMAN OF THE BOARD. THE CHAIRMAN OF THE BOARD SHALL PERFORM SUCH
OTHER DUTIES AS ARE PROPERLY REQUIRED OF HIM BY THE BOARD OF DIRECTORS.
SECTION 7. PRESIDENT. THE PRESIDENT SHALL ASSIST THE CHAIRMAN OF THE
BOARD IN THE MANAGEMENT OF THE BUSINESS OF THE CORPORATION, AND, IN THE ABSENCE
OF THE CHAIRMAN, HE SHALL PRESIDE AT ALL MEETINGS OF THE STOCKHOLDERS AND THE
DIRECTORS AND EXERCISE THE OTHER POWERS AND PERFORM THE OTHER DUTIES OF THE
CHAIRMAN OR DESIGNATE THE EXECUTIVE OFFICERS OF THE CORPORATION BY WHOM SUCH
OTHER POWERS SHALL BE EXERCISED AND OTHER DUTIES PERFORMED; AND HE SHALL HAVE
SUCH OTHER POWERS AND PERFORM SUCH OTHER DUTIES AS THE BOARD OF DIRECTORS, THE
CHAIRMAN OF THE BOARD, OR THESE BYLAWS MAY, FROM TIME TO TIME, PRESCRIBE. EXCEPT
WHERE BY LAW OR BY ORDER OF THE BOARD OF DIRECTORS THE SIGNATURE OF THE CHAIRMAN
OF THE BOARD IS REQUIRED, THE PRESIDENT SHALL HAVE THE SAME POWER AS THE
CHAIRMAN OF THE BOARD TO EXECUTE INSTRUMENTS ON BEHALF OF THE CORPORATION.
SECTION 8. SECRETARY. THE SECRETARY SHALL ATTEND ALL MEETINGS OF THE
BOARD OF DIRECTORS AND ITS COMMITTEES AND ALL MEETINGS OF THE STOCKHOLDERS AND
SHALL RECORD ALL THE PROCEEDINGS OF THE MEETINGS IN A BOOK OR BOOKS TO BE KEPT
FOR THAT PURPOSE; HE SHALL SEE THAT ALL NOTICES REQUIRED TO BE GIVEN BY THESE
BYLAWS OR BY LAW ARE DULY GIVEN IN ACCORDANCE WITH THE PROVISIONS OF THESE
BYLAWS OR AS REQUIRED BY LAW; HE SHALL BE THE CUSTODIAN OF THE RECORDS AND OF
THE CORPORATE SEAL OR SEALS OF THE CORPORATION; HE SHALL HAVE AUTHORITY TO AFFIX
THE CORPORATE SEAL OR SEALS TO ALL DOCUMENTS, THE EXECUTION OF WHICH, ON BEHALF
OF THE CORPORATION, UNDER ITS SEAL, IS DULY AUTHORIZED, AND WHEN SO AFFIXED IT
MAY BE ATTESTED BY HIS SIGNATURE; AND IN GENERAL, HE SHALL PERFORM ALL DUTIES
INCIDENT TO THE OFFICE OF THE SECRETARY OF A CORPORATION, AND SUCH OTHER DUTIES
AS THE BOARD OF DIRECTORS OR THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER MAY FROM
TIME TO TIME PRESCRIBE.
SECTION 9. TREASURER. THE TREASURER SHALL HAVE CHARGE OF AND BE
RESPONSIBLE FOR ALL FUNDS, SECURITIES, RECEIPTS AND DISBURSEMENTS OF THE
CORPORATION AND SHALL DEPOSIT, OR CAUSE TO BE DEPOSITED, ALL MONEYS AND OTHER
VALUABLE EFFECTS IN THE NAME AND TO THE CREDIT OF THE CORPORATION IN SUCH BANKS,
TRUST COMPANIES, OR OTHER DEPOSITORIES AS SHALL FROM TIME TO TIME BE SELECTED BY
THE BOARD OF DIRECTORS. HE SHALL KEEP FULL AND ACCURATE ACCOUNTS OF RECEIPTS AND
DISBURSEMENTS IN BOOKS BELONGING TO THE CORPORATION; HE SHALL RENDER TO THE
CHAIRMAN OF THE BOARD AND TO EACH MEMBER OF THE BOARD OF DIRECTORS, WHENEVER
REQUESTED, AN ACCOUNT OF THE TREASURER'S ACTIONS AND OF THE FINANCIAL CONDITION
OF THE CORPORATION. THE TREASURER SHALL PERFORM ALL OF THE DUTIES INCIDENT TO
THE OFFICE OF THE TREASURER OF A CORPORATION, AND HAVE SUCH OTHER POWERS AND
PERFORM SUCH OTHER DUTIES AS THE BOARD OF DIRECTORS MAY, FROM TIME TO TIME,
PRESCRIBE.
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SECTION 10. OTHER OFFICERS, ASSISTANT OFFICERS AND AGENTS. THE BOARD OF
DIRECTORS MAY ALSO ELECT OR MAY DELEGATE TO THE CHAIRMAN OF THE BOARD THE POWER
TO APPOINT SUCH OTHER OFFICERS, ASSISTANT OFFICERS AND AGENTS, AS IT MAY AT ANY
TIME OR FROM TIME TO TIME DEEM ADVISABLE, AND ANY OFFICERS SO ELECTED OR
APPOINTED SHALL HAVE SUCH AUTHORITY AND PERFORM SUCH DUTIES AS THE BOARD OF
DIRECTORS OR THE CHAIRMAN OF THE BOARD, IF HE SHALL HAVE APPOINTED THEM, MAY
FROM TIME TO TIME PRESCRIBE.
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