EXHIBIT 3
Restated electronically for SEC filing purposes
ADOPTED SEPTEMBER 28, 2000, AS AMENDED MARCH 24, 2005.
SECOND AMENDED AND RESTATED BYLAWS OF
HCA INC.
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE. The registered office of the Corporation shall be
within the State of Delaware in the City of Wilmington, County of New Castle.
SECTION 2. OTHER OFFICES. The Corporation may also have an office or offices
other than said registered office at such place or places, either within or
without the State of Delaware, as the Board of Directors shall from time to time
determine or the business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. PLACE OF MEETINGS. All meetings of the stockholders for the election
of directors or for any other purpose shall be held at any such place, either
within or without the State of Delaware, as shall be designated from time to
time by the Board of Directors and stated in the notice of meeting or in a duly
executed waiver thereof.
SECTION 2. ANNUAL MEETING. The annual meeting of stockholders shall be held at
such date and time as shall be designated from time to time by the Board of
Directors and stated in the notice of meeting or in a duly executed waiver
thereof. At such annual meeting, the stockholders shall elect, by a plurality
vote, the Board of Directors in the manner provided in the Corporation's
Certificate of Incorporation and transact such other business as may properly be
brought before the meeting.
SECTION 3. SPECIAL MEETINGS. Special meetings of stockholders, unless otherwise
prescribed by statute, may be called at any time only by the Board of Directors,
the Chairman of the Board or the Chief Executive Officer.
SECTION 4. NOTICE OF MEETINGS. Except as otherwise expressly required by
statute, written notice of each annual and special meeting of stockholders
stating the date, place and hour of the meeting, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be given
to each stockholder of record entitled to vote thereat not less than ten nor
more than sixty days before the date of the meeting. Business transacted at any
special meeting of stockholders shall be limited to the purposes stated in the
notice. Notice shall be given personally or by mail and, if by mail, shall be
sent in a postage prepaid envelope, addressed to the stockholder at the address
appearing on the records of the Corporation. Notice by mail shall be deemed
given at the
time when the same shall be deposited in the United States mail, postage
prepaid. Notice of any meeting shall not be required to be given to any person
who attends such meeting, except when such person attends the meeting in person
or by proxy for the 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, or who, either before or after the meeting, shall submit a
signed written waiver of notice, in person or by proxy. Neither the business to
be transacted at, nor the purpose of, an annual or special meeting of
stockholders need be specified in any written waiver of notice.
SECTION 5. LIST OF STOCKHOLDERS. The officer who has charge of the stock ledger
of the Corporation shall prepare and make, at least ten days before each meeting
of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, showing the address of and the number
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 ten 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 meeting, or, if not specified,
at the place where the meeting is to be held. 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.
SECTION 6. QUORUM, ADJOURNMENTS. The holders of a majority of the voting power
of the issued and outstanding stock of the Corporation entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum for the
transaction of business at all meetings of stockholders, except as otherwise
provided by statute or by the Certificate of Incorporation. If, however, such
quorum shall not be present or represented by proxy at any meeting of
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have the power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented by proxy. At such adjourned meeting at which a
quorum shall be present or represented by proxy, any business may be transacted
which might have been transacted at the meeting as originally called. If the
adjournment is for more than thirty days, or, if after adjournment a new record
date is set, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
SECTION 7. ORGANIZATION. At each meeting of stockholders, the Chairman of the
Board, if one shall have been elected, or, in his absence or if one shall not
have been elected, the Chief Executive Officer, shall act as chairman of the
meeting. The Secretary or, in his absence or inability to act, the person whom
the chairman of the meeting shall appoint secretary of the meeting, shall act as
secretary of the meeting and keep the minutes thereof.
SECTION 8. ORDER OF BUSINESS. The order of business at all meetings of the
stockholders shall be as determined by the chairman of the meeting.
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SECTION 9. VOTING. Except as otherwise provided by statute or the Certificate of
Incorporation, each stockholder of the Corporation shall be entitled at each
meeting of stockholders to one vote for each share of capital stock of the
Corporation standing in his name on the record of stockholders of the
Corporation:
(a) on the date fixed pursuant to the provisions of Section 7 of Article V of
these Bylaws as the record date for the determination of the stockholders who
shall be entitled to notice of and to vote at such meeting; or
(b) if no such record date shall have been so fixed, then at the close of
business on the day next preceding the day on which notice thereof shall be
given, or, if notice is waived, at the close of business on the date next
preceding the day on which the meeting is held.
Each stockholder entitled to vote at any meeting of stockholders may authorize
another person or persons to act for him by a proxy, but no proxy shall be voted
after three years from its date, unless the proxy provides for a longer period.
Any such proxy shall be delivered to the secretary of the meeting at or prior to
the time designated in the order of business for so delivering such proxies.
When a quorum is present at any meeting, the vote of the holders of a majority
of the voting power of the issued and outstanding stock of the Corporation
entitled to vote thereon, present in person or represented by proxy, shall
decide any question brought before such meeting, unless the question is one upon
which by express provision of statute, of applicable stock exchange rule or of
the Certificate of Incorporation or of these Bylaws, a different vote is
required, in which case such express provision shall govern and control the
decision of such question. Unless required by statute, or determined by the
chairman of the meeting to be advisable, the vote on any question need not be by
written ballot. On a vote by written ballot, each ballot shall be signed by the
stockholder voting, or by his proxy, and shall state the number of shares voted.
SECTION 10. INSPECTORS. The Board of Directors shall, in advance of any meeting
of stockholders, appoint one or more inspectors to act at such meeting or any
adjournment thereof and make a written report thereof. If any of the inspectors
so appointed shall fail to appear or shall be unable to act, the chairman of the
meeting shall appoint one or more inspectors. Each inspector, before entering
upon the discharge of his or her duties, shall take and sign an oath faithfully
to execute the duties of inspector at such meeting with strict impartiality and
according to the best of his or her ability. The inspectors shall ascertain the
number of shares of capital stock of the Corporation outstanding and the voting
power of each, determine the number of shares represented at the meeting and the
validity of proxies and ballots, count all votes and ballots, determine and
retain for a reasonable period a record of the disposition of any challenges
made to any determination by the inspectors and certify their determination of
the number of shares represented at the meeting and their count of all votes and
ballots. The inspectors may appoint or retain other persons or entities to
assist the inspectors in the performance of the duties of the inspectors. No
director or candidate for the office of director shall act as an inspector of an
election of directors. Inspectors need not be stockholders.
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ARTICLE III
BOARD OF DIRECTORS
SECTION 1. PLACE OF MEETINGS. Meetings of the Board of Directors shall be held
at such place or places, within or without the State of Delaware, as the Board
of Directors may from time to time determine or as shall be specified in the
notice of any such meeting.
SECTION 2. ANNUAL MEETING. The Board of Directors shall meet for the purpose of
organization, the election of officers and the transaction of other business, on
the same day and at the same place where the annual meeting of stockholders
shall be held. Notice of such meeting need not be given. In the event such
annual meeting is not so held, the annual meeting of the Board of Directors may
be held at such other time or place (within or without the State of Delaware) as
shall be specified in a notice thereof given as hereinafter provided in Section
5 of this Article III.
SECTION 3. REGULAR MEETINGS. Regular meetings of the Board of Directors shall be
held at such time and place as the Board of Directors may fix. If any day fixed
for a regular meeting shall be a legal holiday at the place where the meeting is
to be held, then the meeting which would otherwise be held on that day shall be
held at the same hour on the next succeeding business day (unless the Chairman
of the Board determines otherwise). Notice of regular meetings of the Board of
Directors need not be given except as otherwise required by statute or these
Bylaws.
SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by the Chairman of the Board, if one shall have been elected, by two or
more directors of the Corporation or by the Chief Executive Officer or the
President.
SECTION 5. NOTICE OF MEETINGS. Notice of each special meeting of the Board of
Directors (and of each regular meeting for which notice shall be required) shall
be given by the Secretary as hereinafter provided in this Section 5, in which
notice shall be stated the time and place of the meeting. Except as otherwise
required by these Bylaws, such notice need not state the purposes of such
meeting. Notice of each such meeting shall be sent to each director, addressed
to such director at his or her residence or usual place of business, by
telegraph, cable, telex, telecopier or other similar means, or be delivered to
him or her personally or be given to him or her by telephone or other lawful
means (including by facsimile or by electronic mail), at least two hours before
the time at which such meeting is to be held. Notice of any such meeting need
not be given to any director who shall, either before or after the meeting,
submit a signed waiver of notice or who shall attend such meeting, except when
he or she shall attend for the 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.
SECTION 6. QUORUM AND MANNER OF ACTING. A majority of the entire Board of
Directors shall constitute a quorum for the transaction of business at any
meeting of the
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Board of Directors, and, except as otherwise expressly required by statute, the
Certificate of Incorporation or these Bylaws, the act of a majority of the
directors present at any meeting at which a quorum is present shall be the act
of the Board of Directors. In the absence of a quorum at any meeting of the
Board of Directors, a majority of the directors present thereat may adjourn such
meeting to another time and place. Notice of the time and place of any such
adjourned meeting shall be given to all of the directors unless such time and
place were announced at the meeting at which the adjournment was taken, in which
case such notice shall only be given to the directors who were not present
thereat. At any adjourned meeting at which a quorum is present, any business may
be transacted which might have been enacted at the meeting as originally called.
The directors shall act only as a Board and the individual directors shall have
no power as such.
SECTION 7. ORGANIZATION. At each meeting of the Board of Directors, the Chairman
of the Board, if one shall have been elected, or, in the absence of the Chairman
of the Board or if one shall not have been elected, another director chosen by a
majority of the directors present, shall act as chairman of the meeting and
preside thereat. The Secretary or, in his absence or if one shall not have been
elected, any person appointed by the chairman of the meeting, shall act as
secretary of the meeting and keep the minutes thereof.
SECTION 8. RESIGNATIONS. Any director of the Corporation may resign at any time
by giving written notice of his resignation to the Corporation. Any such
resignation shall take effect at the time specified therein or, if the time when
it shall become effective shall not be specified therein, immediately upon its
receipt by the Corporation. Unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.
SECTION 9. COMPENSATION. The Board of Directors shall have authority to fix the
compensation, including fees and reimbursement of expenses, of directors for
services to the Corporation in any capacity.
SECTION 10. COMMITTEES. The Board of Directors may designate one or more
committees, including an executive committee and a nominating committee, 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 the committee. In addition, in the absence or disqualification of a member of
a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or she or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.
Except to the extent restricted by statute or the Certificate of Incorporation,
each such committee, to the extent provided in the resolution creating it, shall
have and may exercise all the powers and authority of the Board of Directors.
Each such committee shall serve at the pleasure of the Board of Directors and
have such name as may be
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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.
SECTION 11. ACTION BY CONSENT. Unless restricted by the Certificate of
Incorporation, any action required or permitted to be taken by the Board of
Directors or any committee thereof may be taken without a meeting if all members
of the Board of Directors or such committee, as the case may be, consent thereto
in writing, and the writing or writings are filed with the minutes of the
proceedings of the Board of Directors or such committee, as the case may be.
SECTION 12. TELEPHONIC MEETING. Unless restricted by the Certificate of
Incorporation, any one or more members of the Board of Directors or any
committee thereof may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other.
Participation by such means shall constitute presence in person at a meeting.
SECTION 13. MANDATORY BOARD RETIREMENT POLICY. No person shall be nominated to a
term of office on the Company's Board of Directors who has attained the age of
75 or more before the first day of the proposed term of office; however, the
Board of Directors shall have discretion to make exceptions to the mandatory
retirement policy if special circumstances warrant such an exception.
ARTICLE IV
OFFICERS
SECTION 1. NUMBER AND QUALIFICATIONS. The officers of the Corporation shall be
elected by the Board of Directors and shall include the Chairman of the Board,
the Chief Executive Officer, the President, one or more Group Officers
(including Group Presidents and Group Financial Officers), one or more Vice
Presidents (including Senior Vice Presidents, Executive Vice Presidents or other
classifications of Vice Presidents), the Secretary and the Treasurer. If the
Board of Directors wishes, it may also elect other officers (including one or
more Assistant Treasurers and one or more Assistant Secretaries) as may be
necessary or desirable for the business of the Corporation. Any two or more
offices may be held by the same person, and no officer except the Chairman of
the Board need be a director. Each officer shall hold office until his or her
successor shall have been duly elected and shall have qualified, or until his
death, or until he or she shall have resigned or have been removed or
disqualified, as hereinafter provided in these Bylaws.
SECTION 2. RESIGNATIONS. Any officer of the Corporation may resign at any time
by giving written notice of his or her resignation to the Corporation. Any such
resignation shall take effect at the time specified therein or, if the time when
it shall become effective shall not be specified therein, immediately upon
receipt by the Corporation. Unless
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otherwise specified therein, the acceptance of any such resignation shall not be
necessary to make it effective.
SECTION 3. REMOVAL. Any officer of the Corporation may be removed, either with
or without cause, at any time, by the Board of Directors at any meeting thereof.
SECTION 4. CHAIRMAN OF THE BOARD. The Chairman of the Board shall be elected
from among the members of the Board. If present, he or she shall preside at all
meetings of the Board of Directors and stockholders. He or she shall advise and
counsel with the Chief Executive Officer, and in his or her absence with other
executives of the Corporation, and shall perform such other duties as may from
time to time be assigned to him or her by the Board of Directors.
SECTION 5. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer, subject to the
Board of Directors, shall have general executive charge, management, and control
of the properties and operations of the Corporation in the ordinary course of
its business, with all such powers with respect to such properties and
operations as may be reasonably incident to such responsibilities. If the Board
of Directors has not elected a Chairman or in the absence or inability to act of
the Chairman of the Board, the Chief Executive Officer shall exercise all of the
powers and discharge all of the duties of the Chairman of the Board.
SECTION 6. PRESIDENT. The President shall have the general powers and duties of
supervision and management usually vested in the office of the President of a
corporation and shall perform such other duties as the Board of Directors, the
Chairman of the Board or the Chief Executive Officer may, from time to time,
prescribe. At the request of the Chief Executive Officer or in his or her
absence or in the event of his or her inability or refusal to act, the President
shall perform the duties of the Chief Executive Officer.
SECTION 7. GROUP OFFICER. Each Group Officer shall perform all such duties as
from time to time may be assigned to him or her by the Board of Directors, the
Chairman of the Board, the Chief Executive Officer or the President.
SECTION 8. VICE PRESIDENT. Each Vice President shall perform all such duties as
from time to time may be assigned to him or her by the Board of Directors, the
Chairman of the Board, the Chief Executive Officer or the President.
SECTION 9. TREASURER. The Treasurer shall
(a) have charge and custody of, and be responsible for, all the funds and
securities of the Corporation;
(b) keep full and accurate accounts of receipts and disbursements in books
belonging to the Corporation;
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(c) deposit all moneys and other valuables to the credit of the Corporation in
such depositories as may be designated by the Board of Directors or pursuant to
its direction;
(d) receive, and give receipts for, moneys due and payable to the Corporation
from any source whatsoever;
(e) disburse the funds of the Corporation and supervise the investment of its
funds, taking proper vouchers therefor;
(f) render to the Board of Directors, whenever the Board of Directors may
require, an account of the financial condition of the Corporation; and
(g) in general, perform all duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him or her by the
Board of Directors, the Chairman of the Board or the Chief Executive Officer.
SECTION 10. SECRETARY. The Secretary shall
(a) keep or cause to be kept in one or more books provided for the purpose, the
minutes of all meetings of the Board of Directors, the committees of the Board
of Directors and the stockholders;
(b) see that all notices are duly given in accordance with the provisions of
these Bylaws and as required by law;
(c) be custodian of the records and the seal of the Corporation and affix and
attest the seal to all certificates for shares of the Corporation (unless the
seal of the Corporation on such certificates shall be a facsimile, as
hereinafter provided) and affix and attest the seal to all other documents to be
executed on behalf of the Corporation under its seal;
(d) see that the books, reports, statements, certificates and other documents
and records required by law to be kept and filed are properly kept and filed;
and
(e) in general, perform all duties incident to the office of Secretary and such
other duties as from time to time may be assigned to him or her by the Board of
Directors, the Chairman of the Board or the Chief Executive Officer.
SECTION 11. THE ASSISTANT TREASURER. The Assistant Treasurer, or if there shall
be more than one, the Assistant Treasurers in the order determined by the Board
of Directors (or if there be no such determination, then in the order of their
election), shall, in the absence of the Treasurer or in the event of his or her
inability or refusal to act, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties as from time to time may be
assigned by the Board of Directors.
SECTION 12. THE ASSISTANT SECRETARY. The Assistant Secretary, or if there shall
be more than one, the Assistant Secretaries in the order determined by the Board
of
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Directors (or if there be no such determination, then in the order of their
election), shall, in the absence of the Secretary or in the event of his or her
inability or refusal to act, perform the duties and exercise the powers of the
Secretary and shall perform such other duties as from time, to time may be
assigned by the Board of Directors, the Chairman of the Board or the Chief
Executive Officer.
SECTION 13. OFFICERS' BONDS OR OTHER SECURITY. If required by the Board of
Directors, any officer of the Corporation shall give a bond or other security
for the faithful performance of his or her duties, in such amount and with such
surety as the Board of Directors may require.
SECTION 14. COMPENSATION. The compensation of the officers of the Corporation
for their services as such officers shall be fixed from time to time by the
Board of Directors. An officer of the Corporation shall not be prevented from
receiving compensation by reason of the fact that he or she is also a director
of the Corporation.
ARTICLE V
STOCK CERTIFICATES AND THEIR TRANSFER
SECTION 1. STOCK CERTIFICATES. 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 Chief Executive Officer, 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
him or her in the Corporation. If the Corporation shall be authorized to issue
more than one class of stock or more than one series of any class, the
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences or rights shall be set forth in
full or summarized on the face or back of the certificate which the Corporation
shall issue to represent such class or series of stock, provided that, except as
otherwise provided in Section 202 of the General Corporation Law of the State of
Delaware, in lieu of the foregoing requirements, there may be set forth on the
face or back of the certificate which the Corporation shall issue to represent
such class or series of stock, a statement that the Corporation will furnish
without charge to each stockholder who so requests the designations, preferences
and relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences or rights.
SECTION 2. FACSIMILE SIGNATURES. Any or all of the signatures on a certificate
may be a facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he or she were such officer, transfer agent or registrar at the date of
issue.
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SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been 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 legal representative, to give the
Corporation a bond in such sum as it may direct sufficient to indemnify it
against any claim that may be made against the Corporation on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate.
SECTION 4. TRANSFERS OF STOCK. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its records; provided, however, that the Corporation shall be
entitled to recognize and enforce any lawful restriction on transfer. Whenever
any transfer of stock shall be made for collateral security, and not absolutely,
it shall be so expressed in the entry of transfer if, when the certificates are
presented to the Corporation for transfer, both the transferor and the
transferee request the Corporation to do so.
SECTION 5. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may appoint,
or authorize any officer or officers to appoint, one or more transfer agents and
one or more registrars.
SECTION 6. REGULATIONS. The Board of Directors 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 shares of
stock of the Corporation.
SECTION 7. FIXING THE RECORD DATE. 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 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 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. 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, in its discretion, fix a new record
date for the adjourned meeting.
SECTION 8. REGISTERED STOCKHOLDERS. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its records as the owner
of shares of stock to receive dividends and to vote as such owner, shall be
entitled to hold liable for calls and assessments a person registered on its
records as the owner of shares of stock, and shall not be bound to recognize any
equitable or other claim to or interest in such share or
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shares of stock on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.
SECTION 9. LEGENDS. The Board of Directors shall have the power and authority to
provide that certificates representing shares of stock bear such legends as the
Board of Directors deems appropriate to assure that the Corporation does not
become liable for violations of federal or state securities laws or other
applicable law.
ARTICLE VI
GENERAL PROVISIONS
SECTION 1. DIVIDENDS. Subject to the provisions of statute and the Certificate
of Incorporation, dividends upon the shares of capital stock of the Corporation
may be declared by the Board of Directors at any regular or special meeting.
Dividends may be paid in cash, in property or in shares of stock of the
Corporation, unless otherwise provided by statute or the Certificate of
Incorporation.
SECTION 2. RESERVES. 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
Board of Directors may, from time to time, in its 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
for such other purpose as the Board of Directors may think conducive to the
interests of the Corporation. The Board of Directors may modify or abolish any
such reserve in the manner in which it was created.
SECTION 3. SEAL. The seal of the Corporation shall be in such form as shall be
approved by the Board of Directors.
SECTION 4. FISCAL YEAR. The fiscal year of the Corporation shall end on December
31 of each year and may thereafter be changed by resolution of the Board of
Directors.
SECTION 5. CHECKS, NOTES, DRAFTS, ETC. All checks, notes, drafts or other orders
for the payment of money of the Corporation shall be signed, endorsed or
accepted in the name of the Corporation by such officer, officers, person or
persons as from time to time may be designated by the Board of Directors or by
an officer or officers authorized by the Board of Directors to make such
designation.
SECTION 6. EXECUTION OF CONTRACTS, DEEDS, ETC. The Board of Directors may
authorize any officer or officers, agent or agents, in the name, and on behalf
of the Corporation to enter into or execute and deliver any and all deeds,
bonds, mortgages, contracts and other obligations or instruments, and such
authority may be general or confined to specific instances. The attestation to
such execution by the Secretary of the Corporation shall not be necessary to
constitute such deed, bond, mortgage, contract or other instrument a valid and
binding obligation against the Corporation unless the
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resolutions, if any, of the Board of Directors authorizing such execution
expressly state that such attestation is necessary.
SECTION 7. VOTING OF STOCK IN OTHER CORPORATIONS. Unless otherwise provided by
resolution of the Board of Directors, the Chairman of the Board, the Chief
Executive Officer, the President or any Vice President, from time to time, may
(or may appoint one or more attorneys or agents to) cast the votes which the
Corporation may be entitled to cast as a shareholder or otherwise in any other
corporation, any of whose shares or securities may be held by the Corporation,
at meetings of the holders of the shares or other securities of such other
corporation or execute written consents to action in lieu thereof. In the event
one or more, attorneys or agents are appointed, the Chairman of the Board, the
Chief Executive Officer or the President may instruct the person or persons so
appointed as to the manner of casting such votes or giving such consent. The
Chairman of the Board, the Chief Executive Officer or the President may, or may
instruct the attorneys or agents appointed to, execute or cause to be executed
in the name and on behalf of the Corporation and under its seal or otherwise,
such written proxies, consents, waivers or other instruments as may be necessary
or proper in the circumstances.
ARTICLE VII
AMENDMENTS
These Bylaws may be amended or repealed or new bylaws adopted (a) by the
affirmative vote of the holders of at least 75% of the voting power of all
shares of the Corporation entitled to vote generally in the election of
directors, voting together as a single class or (b) if the Certificate of
Incorporation so provides, by action of the Board of Directors at a regular or
special meeting thereof. Any bylaw made by the Board of Directors may be amended
or repealed by action of the stockholders at any annual or special meeting of
stockholders.
/s/ John M. Franck II
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John M. Franck II
Corporate Secretary
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