EXHIBIT 3(ii)
As amended December 21, 1994
THE STANLEY WORKS
BYLAWS
ARTICLE I
SHAREHOLDERS' MEETINGS
ANNUAL MEETING
1. The Annual Meeting of the shareholders shall be held at such time in the
month of February, March or April in each year and at such place within
or without the State of Connecticut as the Board of Directors may
determine. Notice thereof shall be mailed to each shareholder to his or
her last known post office address not less than twenty-five days nor
more than fifty days before such Meeting.
2. Special Meetings of the shareholders shall be called by the Chairman, or
the President or Secretary, or by the Chairman, or the President or
Secretary upon the written request of the holders of not less than 35%
of the voting power of all shares entitled to vote at such Meeting by
mailing a notice thereof to each shareholder to his or her last known
post office address not less than twenty-five days nor more than fifty
days before such Meeting.
3. At any Meeting of shareholders the holders of not less than a majority
of the shares outstanding and entitled to vote present in person or by
proxy shall constitute a quorum. The Directors may establish a record
date for voting or other purposes in accordance with law.
4. No business may be transacted at an Annual Meeting of shareholders
(including any adjournment thereof), other than business that is either
(a) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the Board of Directors (or any duly authorized
committee thereof), (b) otherwise properly brought before the Annual
Meeting by or at the direction of the Board of Directors (or any duly
authorized committee thereof) or (c) otherwise properly brought before
the Annual Meeting by any shareholder (i) who is a shareholder of record
on the date of the giving of the notice provided for in this Section 4
and on the record date for the determination of shareholders entitled to
vote at such Annual Meeting and (ii) who complies with the notice
procedures set forth in this Section 4.
In addition to any other applicable requirements, for business to be
properly brought before an Annual Meeting by
a shareholder, such such shareholder must have given timely notice
thereof in proper written form to the Secretary.
To be timely, a shareholder's notice to the Secretary must be delivered
to or mailed and received at the principal executive offices of the
Corporation not less than sixty (60) days nor more than ninety (90) days
prior to the anniversary of the date on which the immediately preceding
Annual Meeting of shareholders was convened; provided, however, that in
the event that the Annual Meeting is called for a date that is not
within thirty (30) days before or after such anniversary date, notice by
the shareholder in order to be timely must be so received not later than
the close of business on the tenth (10th) day following the day on which
such notice of the date of the Annual Meeting was mailed or such public
disclosure of the date of the Annual Meeting was made, whichever first
occurs.
To be in proper written form, a shareholder's notice to the Secretary
must set forth as to each matter such shareholder proposes to bring
before the Annual Meeting (i) a brief description of the business
desired to be brought before the Annual Meeting and the reasons for
conducting such business at the Annual Meeting, (ii) the name and record
address of such shareholder, (iii) the class or series and number of
shares of capital stock of the Corporation which are owned beneficially
or of record by such shareholder, (iv) a description of all arrangements
or understandings between such shareholder and any other person or
persons (including their names) in connection with the proposal of such
business by such shareholder and any material interest of such
shareholder in such business and (v) a representation that such
shareholder intends to appear in person or by proxy at the Annual
Meeting to bring such business before the meeting.
No business shall be conducted at the Annual Meeting of shareholders
except business brought before the Annual Meeting in accordance with the
procedures set forth in this Section 4, provided, however, that, once
business has been properly brought before the Annual Meeting in
accordance with such procedures, nothing in this Section 4 shall be
deemed to preclude discussion by any shareholder of any such business.
If the Chairman of an Annual Meeting determines that business was not
properly brought before the Annual Meeting in accordance with the
foregoing procedures, the Chairman shall declare to the meeting that the
business was not properly brought before the meeting and such business
shall not be transacted.
December 21, 1994 2
ARTICLE II
NOMINATIONS OF DIRECTOR CANDIDATES
1. Eligibility to Make Nominations. Nominations of candidates for election
as directors of the Corporation at any meeting of shareholders called
for election of directors (an "Election Meeting") may be made by the
Board of Directors or by any shareholder entitled to vote at such
Election Meeting.
2. Procedure for Nominations by the Board of Directors. Nominations made by
the Board of Directors shall be made at a meeting of the Board of
Directors, or by written consent of directors in lieu of a meeting, not
less than 30 days prior to the date of the Election Meeting, and such
nominations shall be reflected in the minute books for the Corporation
as of the date made. At the request of the Secretary of the Corporation
each proposed nominee shall provide the Corporation with such
information concerning himself or herself as is required, under the
rules of the Securities and Exchange Commission, to be included in the
Corporation's proxy statement soliciting proxies for his or her election
as a director.
3. Procedure for Nominations by Shareholders. Not less than 30 days prior
to the date of the Election Meeting, any shareholder who intends to make
a nomination at the Election Meeting shall deliver a notice to the
Secretary of the Corporation setting forth (i) the name, age, business
address and residence address of each nominee proposed in such notice,
(ii) the principal occupation or employment of each such nominee, (iii)
the number of shares of capital stock of the Corporation which are
beneficially owned by each such nominee and (iv) such other information
concerning each such nominee as would be required, under the rules of
the Securities and Exchange Commission, in a proxy statement soliciting
proxies for the election of such nominees.
4. Substitution of Nominees. In the event that a person is validly
designated as a nominee in accordance with section 2 or 3 hereof and
shall thereafter become unable or unwilling to stand for election to the
Board of Directors, a substitute nominee may be designated as follows:
(a) by those named as proxies in proxies solicited on behalf of the
Board of Directors if the person was designated as nominee in
accordance with section 2 hereof
(b) by the shareholder who proposed such nominee if the person was
designated as a nominee in accordance with section 3 hereof.
December 21, 1994 3
5. Determination of Compliance with Procedure.
If the chairman of the Election Meeting determines that a nomination was
not in accordance with the foregoing procedures, such nomination shall
be void.
ARTICLE III
DIRECTORS AND COMMITTEES
DIRECTORS
1. The business, property and affairs of this Corporation shall be under
the care and management of not less than nine nor more than eighteen
Directors, the exact number to be determined by the Board of Directors
from time to time. All Directors shall be shareholders of record. The
Directors shall be divided into three classes of substantially equal
numbers such that one class is chosen annually at the Annual Meeting of
shareholders and the members of such class shall hold office until their
successors be elected and qualified. A majority in number of the Board
of Directors shall constitute a quorum for the transaction of business.
MEETINGS
2. The Chairman or the President or any Vice Chairman may and upon written
application of any three Directors shall call a meeting of the Board of
Directors to be held at such time and place as may be determined by the
person calling said meeting and shall cause notice thereof to be given.
Unless waived in writing, three days verbal or written (mail) notice
shall be required provided, however, that if in the judgment of any two
officers an emergency exists, a meeting may be called forthwith by
telephone or telegram or verbal notice and such notice shall be deemed
sufficient notice notwithstanding that some of the Directors may not
have actual notice.
WRITTEN CONSENT
If all the Directors, or all members of a committee of the Board of
Directors, as the case may be, severally or collectively consent in
writing to any action taken or to be taken by the Corporation, and the
number of such Directors or members constitutes a quorum for such
action, such action shall be a valid corporate action as though it had
been authorized at a meeting of the Board of Directors or committee, as
the case may be. The Secretary shall file such consents with the minutes
of the Board of Directors or of the committee, as the case may be.
December 21, 1994 4
PARTICIPATION BY TELEPHONE
A Director may participate in a meeting of the Board of Directors or of
a committee by means of conference telephone or similar communications
equipment enabling all Directors participating in the meeting to hear
one another, and participation in a meeting pursuant to this subsection
shall constitute presence in person at such meeting.
The Annual Meeting of the Directors for the election of officers shall
be held without notice, immediately after the Annual Meeting of
shareholders. Regular meetings of the Directors shall be held at least
on a quarterly basis.
VACANCIES
3. In case any vacancy or vacancies shall exist in the Board of Directors
at any time the remaining members of the Board by majority action may
fill the vacancy or vacancies for the unexpired term.
COMMITTEES
4. The Board of Directors may from time to time appoint from its membership
such committees as it may deem necessary or desirable for the best
interests of the Corporation and may delegate to any committee all
needful authority to the extent permitted by law.
Each committee shall fix its own rules as to procedure and calling of
meetings. It shall appoint a Secretary, who need not be a member of the
committee. Such Secretary shall call meetings of the committee on the
request of the Chair of the committee or any two members and shall keep
permanent record of all of its proceedings. A majority of the members of
any committee shall constitute a quorum.
EXECUTIVE COMMITTEE
5. The Directors shall appoint an Executive Committee consisting of the
Chairman, if any, the President and of at least three other Directors,
but in no event shall the Committee consist of less than five members.
The Board of Directors may at any time decrease (subject to the
provisions of the preceding paragraph) or increase the size of said
Committee, may change the membership thereof and may fill vacancies
therein.
During intervals between meetings of the Board of Directors,
the Executive Committee shall possess and may exercise all the powers of
the Board of Directors in the management of the business and affairs of
the Corporation, but the
December 21, 1994 5
Committee shall have no power to declare
dividends or do other things specially reserved by law to the Directors.
The Executive Committee shall have power to appoint such subcommittees
as it may deem necessary to report and make recommendations to the
Executive Committee. Any action taken by the Executive Committee shall
be subject to change, alteration and revision by the Board of Directors,
provided that no rights or acts of others shall be affected by any such
alteration or revision.
FINANCE AND PENSION COMMITTEE
6. A Finance and Pension Committee consisting of at least five Directors
shall be appointed by the Board of Directors. It shall report at least
annually to the Board of Directors. The Committee shall advise and
assist the Chief Financial Officer and the Treasurer in major matters
concerning the finances of the Corporation and in matters of major
policy decisions in the purchase and sale of securities. In performance
of this the Committee shall regularly review the financial condition of
the Corporation so as to counsel these officers and the Board on the
total financial resources, strength and capabilities of the Corporation.
In this connection, the Committee shall analyze and advise on
fundamental corporate changes in capital structure (both debt and
equity); review the capital structure of the Corporation and make
recommendations with respect to management proposals concerning
financing, purchases of treasury stock, investments, and dividend
actions; review periodically the Corporation's risk management program
and its adequacy to safeguard the Corporation against extraordinary
liabilities or losses; and advise and assist in matters such as
short-term investments, credit liabilities, financings, and hedges of
foreign currency exposures. The Chief Financial Officer and the
Treasurer may also call upon such Committee for advice and assistance in
any other matters involved in the discharge of the duties of his or her
office.
The Committee shall administer the pension plans of the Corporation and
its subsidiaries. The Committee shall assume the functions of the
Corporation as "Plan Administrator" and "Named Fiduciary" under the
Corporation's pension plans and pension trust agreements in the United
States as those terms are defined in the Employee Retirement Income
Security Act of 1974 as amended. The Committee shall be responsible for
setting (subject to the approval of the Board of Directors) the
retirement policies of the Corporation and its subsidiaries and for
approving actuarial assumptions and investment policies for the
Corporation's pension plans. It shall have the power to amend any
pension plan, savings and retirement plan, stock ownership plan or
December 21, 1994 6
any similar plan or related trust agreement of the Corporation or any of
its subsidiaries from time to time as may be required or appropriate.
The Committee may delegate any or all of these functions to such
employees as it, in its judgment, deems appropriate.
Specifically, the Committee shall approve retaining or terminating the
services of actuaries, lawyers, accountants or other professionals for
the plans; shall approve annually the amount of the contributions to be
made by the Corporation to the respective plans; shall approve
appointing and terminating trustees and investment managers and
determine the allocation of the assets of the plans among one or more
trustees or investment managers; and shall adopt and communicate to the
trustees and investment managers an overall investment policy for the
assets of the respective plans.
AUDIT COMMITTEE
7. An Audit Committee consisting of at least three Directors, none of whom
shall be officers or employees of the Corporation or any of its
subsidiaries, shall be appointed by the Board of Directors. The
Committee shall nominate the public accounting firm to conduct the
annual audit and shall review fees for audit and tax work and approve in
advance management consulting services which management may propose be
provided by the Corporation's public accounting firm. With respect to
such management consulting services, consideration shall be given to the
effect that performing such services might have on audit independence.
The Committee shall review with the auditors the scope and timing of
their audit examination, with particular emphasis on those areas which
either the Committee or the auditors believe warrant special attention.
The Committee is authorized to have the auditors perform such
supplemental reviews or audits as it deems desirable.
The Committee shall review the audited financial statements and the
auditors' report thereon, including consideration of all significant
disclosures required by the Securities and Exchange Commission, and any
proposed changes in accounting principles or practices which have a
significant impact on amounts reported for the current year (or will
have in the future) and shall discuss with the auditors any significant
problems encountered in the completion of the audit. The Committee shall
review the auditors' recommendations regarding internal control and
their comments, if any, relating to conflicts of interest, questionable
payments or other similar matters, and monitor with management the
consideration given and/or the corrective action taken with respect to
these comments and recommendations. The
December 21, 1994 7
Committee shall review management's evaluation of the Corporation's
system of internal accounting controls, including the independence,
scope and results of the internal audit function, and monitor the
effectiveness of the system with management, independent auditors and
internal audit management. The Committee shall review with management
and independent auditors and consider the impact on the Corporation of
significant recent or pending statements by the Financial Accounting
Standards Board, the Securities and Exchange Commission, the Auditing
Standards Executive Committee of the American Institute of Certified
Public Accountants and similar authoritative bodies. The Committee shall
review environmental liabilities and the reserves associated with those
liabilities.
In carrying out all of the foregoing responsibilities, the Committee
shall have direct and open access to Management, public accountants and
internal audit management (each of which shall have direct and open
access to the Committee) and shall submit Committee reports,
recommendations, and minutes of meetings to the Board of Directors.
COMPENSATION AND ORGANIZATION COMMITTEE
8. A Compensation and Organization Committee consisting of at least three
Directors, none of whom shall be employees of the Corporation or any of
its subsidiaries shall be appointed by the Board of Directors. The
Committee shall review and approve major organization and compensation
structure changes as recommended by the Management. The Committee shall
appraise the performance and determine the compensation of the officers
of the Corporation other than the Chairman, Vice Chairman and President,
and of other senior executives whose base salary exceeds an amount fixed
by the Board of Directors and shall report its actions annually to the
Board of Directors. The Committee shall also appraise the performance
and recommend to the Board of Directors the compensation of the
Chairman, Vice Chairman and President. Specifically, the Committee shall
administer all of the Corporation's senior executive compensation plans
including the Management Incentive Compensation Plan, the Long-Term
Stock Incentive Plan and the Stock Option Plan. The Committee shall
assure that there is a succession plan in place.
COMMITTEE ON BOARD AFFAIRS AND PUBLIC POLICY
9. A Committee on Board Affairs and Public Policy consisting of at least
three directors, none of whom shall be employees of the Corporation or
any of its subsidiaries shall be appointed by the Board of Directors.
The Committee shall consider and make recommendations to the Board of
Directors
December 21, 1994 8
as to Board of Director membership with respect to names
generated by the Committee itself or submitted by shareholders. The
Committee shall consider and make recommendations to the Board of
Directors with respect to Board of Director committee membership and
chair assignments. (These will normally be acted upon by the Board of
Directors at its Annual Meeting held immediately after the Annual
Meeting of shareholders.) The Committee shall consider and make
recommendations to the Board of Directors with respect to the number of
members of the Board of Directors. (The Charter and Bylaws provide for
not less than nine nor more than eighteen as may be determined by the
Board). Annually, the Committee shall consider and recommend to the
Board of Directors the persons whom the Committee proposes that the
Board of Directors nominate for election as directors at the Annual
Meeting of shareholders. The Committee shall consider and make
recommendations to the Board of Directors with respect to remuneration
of directors.
The Committee shall provide guidance to the Management on major issues
in areas of corporate social responsibility, including environmental
issues and public affairs. The Committee shall review and approve policy
guidelines to be used by Management in making charitable contributions
and shall annually review all charitable contributions made by the
Corporation during the previous twelve months and recommend to the Board
the level of contributions to be set for the ensuing year.
TEMPORARY MEMBERS
10. In the absence of any one or more members from a meeting of any of the
committees provided for in these Bylaws, the Chairman, or the President,
may in his or her discretion invite any member or members of the Board
(otherwise qualified to serve) to attend such meeting. Temporary members
thus appointed to attend for absentees shall act as regular members and
shall have the right to vote.
POWERS OF ALL COMMITTEES
11. The powers of all committees are at all times subject to the control of
the Directors, and any member of any committee may be removed at any
time at the pleasure of the Board.
December 21, 1994 9
ARTICLE IV
OFFICERS
1. The Board of Directors shall have power to elect from its own members or
otherwise a Chairman, one or more Presidents, Vice Chairmen and Vice
Presidents, a Secretary, a Treasurer, one or more Assistant Treasurers
and Assistant Secretaries, and such other officers, agents and employees
as it may deem expedient, and to define the duties and authority of all
officers, employees and agents and to delegate to them such lawful
powers as may be deemed advisable.
The officers shall respectively perform all acts and duties required of
such officers by law, by the Charter and Bylaws of this Corporation, or
by the Board of Directors.
CHAIRMAN OF THE BOARD
2. A. Chairman of the Board
If the Directors have elected a Chairman, the Chairman shall
preside at all meetings of the Board except that in the
Chairman's absence the Directors present shall designate a
person to preside. The Chairman shall have such additional
duties as the Board of Directors or the Executive Committee may
assign.
PRESIDENTS
B. Presidents
Each President shall be elected by the Directors and shall have
such duties as the Board of Directors or the Executive Committee
may assign.
CHIEF EXECUTIVE OFFICER
C. Chief Executive Officer
One of the officers shall be appointed Chief Executive Officer of
the Corporation by the Board of Directors. Subject to the Board
of Directors and the Executive Committee, the Chief Executive
Officer shall have general supervision and control of the
policies, business and affairs of the Corporation.
VICE CHAIRMEN
3. Each Vice Chairman shall have such powers and perform such duties as may
be conferred upon him or her or determined by the Chief Executive
Officer.
December 21, 1994 10
VICE PRESIDENTS
4. Each Vice President shall have such powers and perform such duties as
may be conferred upon him or her or determined by the Chief Executive
Officer.
TREASURER
5. The Treasurer shall have the oversight and control of the funds of the
Corporation and shall have the power and authority to make and endorse
notes, drafts and checks and other obligations necessary for the
transaction of the business of the Corporation except as herein
otherwise provided.
CONTROLLER
6. The Controller shall have the oversight and control of the accounting
records of the Corporation and shall prepare such accounting reports and
recommendations as shall be appropriate for the operation of the
Corporation.
SECRETARY
7. It shall be the duty of the Secretary to make and keep records of the
votes, doings and proceedings of all meetings of the shareholders and
Board of Directors of the Corporation, and of its Committees.
ASSISTANT TREASURERS
8. The Assistant Treasurers shall have such duties as the Treasurer
shall determine.
ASSISTANT SECRETARIES
9. The Assistant Secretaries shall have such duties as the Secretary
shall determine.
POWERS OF ALL OFFICERS
10. The powers of all officers are at all times subject to the control of
the Directors, and any officer may be removed at any time at the
pleasure of the Board.
December 21, 1994 11
ARTICLE V
INDEMNIFICATIONS
INDEMNIFICATION
1. To the extent properly permitted by law the Board of Directors shall
provide for the indemnification and reimbursement of any person made a
party to any action, suit or proceeding by reason of the fact that he or
she, or a person whose legal representative or successor he or she is,
(a) is or was a Director, officer or employee of such Corporation, or
(b) served at the Corporation's request as a director, officer or
employee of another corporation,
for expenses, including attorney's fees, and such amount of any
judgment, money decree, fine, penalty or settlement for which he
or she may have become liable as the Board of Directors deems
reasonable, actually incurred by him or her in connection with
the defense or reasonable settlement of any such action, suit or
proceeding or any appeal therein, except in relation to matters
as to which he or she, or such person whose legal representatives
or successor he or she is, is finally adjudged in such action,
suit or proceeding to be liable for negligence or misconduct in
the performance of his or her duties.
2. This provision of indemnification shall be in addition to any other
right or remedy which such person may have. The Corporation shall have
the right to intervene in and defend all such actions, suits or
proceedings brought against any such person.
ARTICLE VI
CORPORATE SEAL
CORPORATE SEAL
The corporate seal shall be in the custody of the Secretary and either
the Secretary or any other officer shall have the power to affix the
same for the Corporation.
December 21, 1994 12
ARTICLE VII
STOCK CERTIFICATES
STOCK CERTIFICATES
1. Certificates of stock shall be signed by the Chairman, the President or
a Vice President and by the Secretary or the Treasurer (except that
where any such certificate is signed by a transfer agent or transfer
clerk and by the registrar, the signatures of any such Chairman,
President, Vice President, Secretary or Treasurer may be facsimiles,
engraved or printed) and shall be sealed with the seal of the
corporation (or shall bear a facsimile of such seal).
2. No certificate for shares of stock in the Corporation shall be issued in
place of any certificate alleged to have been lost, stolen or destroyed
except upon production of such evidence of such loss, theft or
destruction as the Board of Directors in its discretion may require and
upon delivery to the Corporation of a bond of indemnity in form and,
unless such requirement is waived by Resolution of the Board, with one
or more sureties, satisfactory to the Board in at least double the value
of the stock represented by said Certificate.
ARTICLE VIII
FISCAL YEAR
FISCAL YEAR
The Corporation's fiscal year shall close on the Saturday nearest
December 31st of each year.
ARTICLE IX
INDEPENDENT AUDIT
INDEPENDENT AUDIT
The Board of Directors shall provide for a yearly independent audit, the
form and scope of which shall be determined by the Board from time to
time.
December 21, 1994 13
ARTICLE X
AMENDMENTS
AMENDMENTS
The Board of Directors of the Corporation may adopt, amend or repeal the
Bylaws of the Corporation, subject, however, to the power of the
shareholders to adopt, amend or repeal the same, provided that any
notice of a meeting of shareholders or of the Board of Directors at
which Bylaws are to be adopted, amended or repealed, shall include
notice of such proposed action.
ARTICLE XI
ACQUISITIONS OF STOCK
(a) Except as set forth in subsection (b) hereof, the Corporation
shall not acquire any of its voting equity securities (as
defined below) at a price per share above the market price per
share (as defined below) of such securities on the date of such
acquisition from any person actually known by the Corporation to
be the beneficial owner (as determined pursuant to Rule 13d-3
under the Securities Exchange Act of 1934, as amended, or any
successor rule or regulation) of more than three percent of the
Corporation's voting equity securities who has been the
beneficial owner of the Corporation's voting equity securities
for less than two years prior to the date of the Corporation's
acquisition thereof, unless such acquisition (i) has been
approved by a vote of a majority of the shares entitled to vote,
excluding shares owned by any beneficial owner any of whose
shares are proposed to be acquired pursuant to the proposed
acquisition that is the subject of such vote or (ii) is pursuant
to an offer made on the same terms to all holders of securities
of such class. The determination of the Board of Directors shall
be conclusive in determining the price paid per share for
acquired voting equity securities if the Corporation acquires
such securities for consideration other than cash.
(b) This provision shall not restrict the Corporation from:
(i) acquiring shares in the open market in transactions in which
there has been no prior arrangement with, or solicitation of
(other than a solicitation publicly made to all holders), any
selling holder of voting equity securities or in which all
shareholders desiring to sell their shares have an
December 21, 1994 14
equal chance to sell their shares; (ii) offering to acquire
shares of shareholders owning less than 100 shares of any class
of voting equity securities; (iii) acquiring shares pursuant to
the terms of a stock option or similar plan that has been
approved by a vote of a majority of the Corporation's common
shares represented at a meeting of shareholders and entitled to
vote thereon; (iv) acquiring shares from, or on behalf of, any
employee benefit plan maintained by the Corporation or any
subsidiary or any trustee of, or fiduciary with respect to, any
such plan when acting in such capacity; or (v) acquiring shares
pursuant to a statutory appraisal right or otherwise as required
by law.
(c) Market price per share on a particular day means the highest
sale price on that day or during the period of five trading days
immediately preceding that day of a share of such voting equity
security on the Composite Tape for New York Stock
Exchange-Listed Stocks, or if such voting equity security is not
quoted on the Composite Tape on the New York Stock Exchange or
listed on such Exchange, on the principal United States
securities exchange registered under the Securities Exchange Act
of 1934 on which such voting equity security is listed, or, if
such voting equity security is not listed on any such exchange,
the highest sales price or, if sales price is not reported, the
highest closing bid quotation with respect to a share of such
voting equity security on that day or during the period of five
trading days immediately preceding that day on the National
Association of Securities Dealers, Inc. Automated Quotations
System or any system then in use, or if no such quotations are
available, the fair market value on the date in question of a
share of such voting equity security as determined by a majority
of the Board of Directors.
(d) Voting equity securities of the Corporation means equity
securities issued from time to time by the Corporation which by
their terms are entitled to be voted generally in the election
of the directors of the Corporation.
(e) The Board of Directors shall have the power to interpret the
terms and provisions of, and make any determinations with
respect to, this Article XI, which interpretations and
determinations shall be conclusive.
December 21, 1994 15