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EXHIBIT 3(D)
USL CAPITAL CORPORATION
A DELAWARE CORPORATION
BYLAWS
(AMENDED THROUGH APRIL 28, 1995)
ARTICLE I - STOCKHOLDERS
SECTION 1. ANNUAL MEETING.
The annual meeting of the stockholders shall be held on the
fourth Friday of April of each year, at 2:00 p.m. of said day; provided,
however, that should said day fall upon a legal holiday, then the annual
meeting of stockholders shall be held at the same time and place on the next
day thereafter ensuing which is not a legal holiday. At the annual meeting of
stockholders, directors shall be elected, reports of the affairs of the
corporation shall be considered, and any other business may be transacted which
is within the powers of the stockholders.
SECTION 2. SPECIAL MEETINGS.
Special meetings of the stockholders, for any purpose or
purposes prescribed in the notice of the meeting, may be called by the board of
directors and shall be held at such place, on such date, and at such time as
they shall fix.
SECTION 3. NOTICE OF MEETINGS.
Written notice of the place, date, and time of all meetings of
the stockholders shall be given, not less than ten nor more than sixty days
before the date on which the meeting is to be held, to each stockholder
entitled to vote at such meeting, except as otherwise provided herein or
required by law meaning, here and hereinafter, as required from time to time by
the Delaware General Corporation Law or the Certificate of Incorporation of the
corporation).
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When a meeting is adjourned to another place, date or time,
written notice need not be given of the adjourned meeting if the place, date
and time thereof are announced at the meeting at which the adjournment is
taken; provided, however, that if the date of any adjourned meeting is more
than thirty days after the date for which the meeting was originally noticed,
or if a new record date is fixed for the adjourned meeting, written notice of
the place, date, and time of the adjourned meeting shall be given in conformity
herewith. At any adjourned meeting, any business may be transacted which might
have been transacted at the original meeting.
SECTION 4. QUORUM.
At any meeting of the stockholders, the holders of a majority
of the shares of stock of the corporation entitled to vote at the meeting,
present in person or by proxy, shall constitute a quorum for all purposes,
unless or except to the extent that the presence of a larger number may be
required by law.
If a quorum shall fail to attend any meeting, the chairman of
the meeting or the holders of a majority of the shares of stock entitled to
vote who are present, in person or by proxy, may adjourn the meeting to another
place, date, or time.
The stockholders present at a duly called or held meeting at
which a quorum is present may continue to do business until adjournment
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum, if any action taken (other than adjournment) is approved by at least a
majority of the shares required to constitute a quorum.
SECTION 5. ORGANIZATION.
The Chairman of the Board or, in his absence, the Vice
Chairman of the Board, if there is a Vice Chairman, or in his absence, such
person as may be designated by the board of directors or, in the absence of
such designation, as may be chosen by the holders of a
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majority of the shares entitled to vote who are present, in person or by proxy,
shall call to order any meeting of the stockholders and act as chairman of the
meeting. In the absence of the Secretary of the corporation, the secretary of
the meeting shall be such person as the chairman appoints.
SECTION 6. CONDUCT OF BUSINESS.
The chairman of any meeting of stockholders shall determine
the order of business and the procedure at the meeting, including such
regulation of the manner of voting and the conduct of discussion as seem to him
in order.
SECTION 7. PROXIES AND VOTING.
At any meeting of the stockholders, every stockholder entitled
to vote may vote in person or by proxy authorized by an instrument in writing
filed in accordance with the procedure established for the meeting.
Except as otherwise provided herein or required by law, each
stockholder shall have one vote for every share of stock entitled to vote which
is registered in his name on the record date for the meeting.
All voting, including on the election of directors but
excepting where otherwise required by law, may be by a voice vote; provided,
however, that upon demand therefore by a stockholder entitled to vote or his
proxy, a stock vote shall be taken. Every stock vote shall be take by ballots,
each of which shall state such information as may be required under the
procedure established for the meeting. Every vote taken by ballots shall be
counted by an inspector or inspectors appointed by the chairman of the meeting.
All elections shall be determined by a plurality of the votes
cast, and except as otherwise required by law, all other matters shall be
determined by a majority of the votes cast.
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SECTION 8. STOCK LIST.
A complete list of stockholders of the corporation entitled to
vote at any meeting of stockholders, arranged in alphabetical order for each
class of stock and showing the address of each such stockholder and the number
of shares registered in his name, shall be open to the examination of any such
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 the meeting, or if not so specified, at the place where the
meeting is to be held.
The stock list shall also be kept at the place of the meeting
during the whole time thereof and shall be open to the examination of any
stockholder who is present. This list shall presumptively determine the
identity of the stockholders entitled to vote at the meeting and the number of
shares held by each of them.
SECTION 9. STOCKHOLDER NOMINATING PROCEDURES.
Nominations for the election of directors may be made by the
Board of Directors or by any stockholder entitled to vote for the election of
directors. Any stockholder entitled to vote for the election of directors at a
meeting may nominate persons for election as directors only if written notice
of such stockholder's intent to make such nomination is given, either by
personal delivery or by United States mail, postage prepaid, to the Secretary
of the corporation at its executive office, not later than (i) with respect to
the election to be held at an annual meeting of stockholders, 90 days in
advance of such meeting, and, (ii) with respect to any election to be held at a
special meeting of stockholders for the election of directors, the close of
business on the seventh day following the date on which notice of such meeting
is first given to stockholders. Each such notice must set forth: (a) the name
and address of the stockholder
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who intends to make the nomination and of the person or persons to be
nominated, (b) a representation that such stockholder is a holder of record of
stock of the corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons
specified in the notice, (c) a description of all arrangements or
understandings between such stockholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by such stockholder, (d) such other information
regarding each nominee proposed by such stockholder as would have been required
to be included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission if such nominee had been nominated, or
intended to be nominated by the Board of Directors, and (e) the consent of each
nominee to serve as a director of the corporation if elected. The chairman of
stockholder meeting may refuse to acknowledge the nomination of any person not
made in compliance with the foregoing procedure.
ARTICLE II - BOARD OF DIRECTORS
SECTION 1. NUMBER AND TERM OF OFFICE.
The number of directors which shall constitute the whole Board
shall be not less than three nor more than six, as determined from time to time
by resolution of the board of directors or by the stockholders. The directors
shall be elected annually at the annual meeting of the stockholders for a term
of one year, each to serve until his or her successor is elected and qualified,
except as otherwise provided herein or required by law. No person shall be
nominated or elected as a director for a term to commence after such person
shall have reached his or her 68th birthday. The term of any person who has
served as a director at any time while such person is a full time employee of
the Company or any of or more of its subsidiaries shall expire upon termination
of such person's employment as a full time employee and such person shall
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not be nominated for election to serve nor shall such person serve as a
director after such termination of employment.
SECTION 2. VACANCIES.
If the office of any director becomes vacant by reason of
death, resignation, disqualification, removal or other cause, a majority of the
directors remaining in office, although less than a quorum, may elect a
successor for the unexpired term and until his successor is elected and
qualified.
SECTION 3. REGULAR MEETINGS.
Regular meetings of the board of directors shall be held at
such place or places, on such date or dates, and at such time or times as shall
have been established by the board of directors and publicized among all
directors. A notice of each regular meeting shall not be required.
SECTION 4. SPECIAL MEETINGS.
Special meetings of the board of directors may be called by
the Chairman of the Board or the President or any two directors and shall be
held at such place, on such date, and at such time as he or they shall fix.
Notice of the place, date, and time of each such special meeting shall be given
each director (who does not waive notice) by mail, telegraph or by other form
of written notice not less than seventy-two hours before the meeting or by
telephone not less than twenty-four hours before the meeting. Unless otherwise
indicated in the notice thereof, any and all business may be transacted at a
special meeting.
SECTION 5. QUORUM.
At any meeting of the board of directors, a majority of the
total number of the whole board shall constitute a quorum for all purposes. If
a quorum shall fail to attend any
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meeting, a majority of those present may adjourn the meeting to another place,
date, or time, without further notice or waiver thereof.
SECTION 6. PARTICIPATION IN MEETINGS BY CONFERENCE
TELEPHONE.
Members of the board of directors, or of any committee
thereof, may participate in a meeting of the board or committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other and such participation
shall constitute presence in person at such meeting.
SECTION 7. CONDUCT OF BUSINESS.
At any meeting of the board of directors, business shall be
transacted in such order and manner as the Chairman of the Board may from time
to time determine, and all matters shall be determined by the vote of a
majority of the directors present, except as otherwise provided herein or
required by law. Action may be taken by the board of directors without a
meeting if all members thereof consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the board of directors.
SECTION 8. POWERS.
The business and affairs of the corporation shall be managed
by the board of directors and the board of directors may, except as otherwise
required by law, exercise all such powers and do all such acts and things as
may be exercised or done by the corporation.
SECTION 9. FEES AND COMPENSATION OF DIRECTORS.
Directors and members of committees of the board may be
allowed a fixed or annual fee and a fee for attendance at meetings to be
determined by resolution of the board of directors for acting as a director or
a member of a committee. Nothing herein contained shall be
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construed to preclude any director from serving the corporation in another
capacity as an officer, agent, employee or otherwise, and receiving
compensation therefore.
ARTICLE III - COMMITTEES
SECTION 1. COMMITTEES OF THE BOARD OF DIRECTORS,
The board of directors, by a vote of a majority of the whole
board, may from time to time designate committees of the board, with such
powers and duties as it thereby confers, to serve at the pleasure of the board
and shall, for those committees and any others provided for herein, elect a
director or directors to serve as the member or members, designating, if it
desires, other directors as alternate members who may replace any absent or
disqualified member at any meeting of the committee. Any committee so
designated may exercise the power and authority of the board of directors to
declare a dividend or to authorize the issuance of stock if the resolution
which designates the committee or a supplemental resolution of the board of
directors shall so provide. In the absence or disqualification of any member of
any committee and any alternate member in his place, the member or members of
the committee present at the meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may by unanimous vote appoint another
member of the board of directors to act at the meeting in the place of the
absent or disqualified member.
SECTION 2. CONDUCT OF BUSINESS.
Each committee may determine the procedural rules for meeting
and conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law. Adequate provision shall be made
for notice to members of all meetings; one-third of the members shall
constitute a quorum unless the committee shall consist of one or two members,
in which event one member shall constitute a quorum; and all matters shall be
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determined by a majority vote of the members present. Action may be taken by
any committee without a meeting if all members thereof consent thereto in
writing, and the writing or writings are filed with the minutes of the
proceedings of such committee.
ARTICLE IV - OFFICERS
SECTION 1. GENERALLY.
The officers of the corporation shall be a Chairman of the
Board, a President, one or more Vice Presidents (including Executive and Senior
Vice Presidents) and a Secretary. The board of directors, in its discretion,
may designate from among those officers a Chief Executive Officer, a Chief
Operating Officer, and/or a Chief Financial Officer. The corporation may also
have, at the discretion of the board of directors, one or more Vice Chairman of
the Board, General Managers, a Treasurer, one or more Assistant Secretaries,
one or more Assistant Treasurers and such other officers as the board of
directors may deem expedient. Any number of offices may be held by the same
person.
SECTION 2. APPOINTMENT.
The Chairman of the Board, the President, the Vice President
or Vice Presidents (including Executive and Senior Vice Presidents), the
Secretary, the Chief Executive Officer, the Chief Operating Officer and the
Chief Financial Officer shall be appointed by the board of directors. Other
officers may be appointed from time to time by the board of directors or by an
officer to whom the board shall have delegated the power to appoint. Each
officer of the corporation shall serve at the pleasure of the board of
directors subject to the rights, if any, of any officer under any contract of
employment.
SECTION 3. REMOVAL AND RESIGNATION.
Any officer may be removed, either with or without cause, by a
majority of the
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directors attending a duly held directors' meeting at which a quorum is present
or, except in the case of an officer chosen by the board of directors, by any
officer upon whom such power of removal has been conferred by the board of
directors. Any officer may resign at any time by giving written notice to the
board of directors, to the President, or to the Secretary of the corporation
without prejudice to the rights, if any, of the corporation under any contract
to which the officer is a party.
SECTION 4. VACANCIES.
A vacancy in any office because of death, resignation, removal
or any other cause may be filled by the board of directors or by an officer to
whom the board of directors shall have delegated the power to appoint.
SECTION 5. CHAIRMAN OF THE BOARD.
The Chairman of the Board shall preside at all meetings of the
board of directors and the stockholders. He shall have such powers and perform
such duties as are incident to his office or as may be properly granted to or
required of him by the board of directors.
SECTION 6. VICE CHAIRMAN OF THE BOARD.
Each Vice Chairman of the Board shall, under the supervision
of the Chairman of the Board, have such powers and perform such duties as may
be properly granted to or required of him by the board of directors or by the
Chairman of the Board. During the absence or disability of the Chairman of the
Board, a Vice Chairman of the Board, in order of rank as fixed by the board of
directors, shall preside at all meetings of the stockholders and of the board
of directors.
SECTION 7. PRESIDENT.
The President shall have such powers and perform such duties
as are incident to
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his office or as may be properly granted to or required of him by the board of
directors. In the absence or disability of the Chairman and the Vice Chairman,
the President shall preside at meetings of the board of directors and
stockholders.
SECTION 8. VICE PRESIDENT.
In the absence or the disability of the President, the Vice
Presidents (including Executive and Senior Vice Presidents) in the order of
rank fixed by the board of directors, or if not ranked, the Vice President
designated by the board of directors, shall perform the duties of the President
and when so acting shall have the powers of, and be subject to the restrictions
upon the President. The Vice Presidents shall have such other powers and
perform such other duties as from time to time may be prescribed for them
respectively by the board of directors.
SECTION 9. CHIEF EXECUTIVE OFFICER.
The board of directors may designate an officer to serve as
Chief Executive Officer. The Chief Executive Officer shall, subject to the
control of the board of directors, have the ultimate supervision, direction and
control of the policies, business affairs and officers of the corporation.
SECTION 10. CHIEF OPERATING OFFICER.
The board of directors may designate an officer to serve as
Chief Operating Officer. The Chief Operating Officer shall, subject to the
control of the Chief Executive Officer, if any has been designated, and if not,
subject to the control of an officer so designated by the board of directors,
have general charge, supervision, and authority over all operations of the
corporation. In the absence or disability of the Chief Executive Officer, the
Chief Operating Officer will assume the powers and responsibilities of the
Chief Executive Officer.
SECTION 11. CHIEF FINANCIAL OFFICER.
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The Chief Financial Officer, who may, but need not, be the
Treasurer, shall keep and maintain adequate and correct books and records of
accounts of the corporation, and shall see that all moneys and other valuables
of the corporation are deposited in the name and to the credit of the
corporation with such depositories as may be designated by the board of
directors. He shall disburse the funds of the corporation as directed by the
board of directors, shall render to the President and directors, whenever they
request it, an account of all of his transactions in his official capacity and
of the financial condition of the corporation, and shall have such other powers
and perform such other duties as may be prescribed by the board of directors.
SECTION 12. SECRETARY.
The Secretary shall keep, at the principal office of the
corporation or such other place as the board of directors may order, a book of
minutes of all meetings of directors and stockholders, with the time and place
held, whether regular or special, and if special, how authorized, the notice
thereof given, the names of those present at directors' meetings, the number of
shares present or represented at stockholders' meetings and the proceedings
thereof. The Secretary shall keep, at the principal office of the corporation,
or at the office of the corporation's transfer agent, or registrar, a record of
its stockholders showing the names of the stockholders and their addresses, the
number and classes of shares held by each, the number and date of cancellation
of every certificate surrendered for cancellation. The Secretary shall give
notice of all meetings of the stockholders and of the board of directors
required by these bylaws to be given and shall keep the seal of the corporation
in safe custody, and shall have such other powers and perform such other duties
as may be prescribed by the board of directors.
SECTION 13. TREASURER AND ASSISTANT TREASURERS.
The Treasurer shall have the custody of the corporate funds
and securities and
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shall keep full and accurate accounts of receipts and disbursements in books
belonging to the corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the corporation in such depositories
as he shall select. He shall disburse the funds of the corporation and shall
issue and sign all checks, drafts, bills of exchange, promissory notes, letters
of credit and other evidences of indebtedness; and shall open safe deposit
boxes of the corporation. The Treasurer shall also designate employees who
shall have authority to sign checks on bank accounts of the corporation.
Checks of the corporation drawn against accounts maintained at
any bank, wherever located, may be signed with applied facsimile signature of
the Treasurer or any other person designated by him. The Secretary is
authorized to file with such banks certified specimens of facsimile signatures
authorized by this bylaw.
If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and
with such surety or sureties as shall be satisfactory to the board of directors
for the faithful performance of the duties of his office and for the
restoration to the corporation, in case of his death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and other
property of whatever kind in his possession or under his control belonging to
the corporation.
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 inability or refusal to
act, perform the duties and exercise the powers of the Treasurer and shall
perform such other duties and have such other powers as the board of directors
or the Treasurer may from time to time prescribe.
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SECTION 14. CONTROLLER.
The Controller (in case the board of directors establishes
such office) shall have supervision and charge of the accounts of the
corporation. He shall be responsible for the maintenance of adequate accounting
records and shall perform such other duties as shall be assigned to him by the
board of directors or the Vice President Finance.
SECTION 15. OTHER OFFICERS.
Officers, other than the Chairman of the Board, President,
Vice Presidents, Secretary and Chief Financial Officer shall have such powers
and perform such duties as may be prescribed by the board of directors.
ARTICLE V - STOCK
SECTION 1. CERTIFICATES OF STOCK.
Each stockholder shall be entitled to 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 Secretary or an Assistant Secretary, or the
Treasurer or an Assistant Treasurer, certifying the number of shares owned by
him. Any of or all the signatures on the certificate may be facsimile.
SECTION 2. TRANSFERS OF STOCK.
Transfers of stock shall be made only upon the transfer books
of the corporation kept at an office of the corporation or by transfer agents
designated to transfer shares of the stock of the corporation. Except where a
certificate is issued in accordance with Section 4 of Article V of these
bylaws, an outstanding certificate for the number of shares involved shall be
surrendered for cancellation before a new certificate is issued therefor.
SECTION 3. RECORD DATE.
The board of directors may fix a record date, which shall not
be more than sixty
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nor less than ten days before the date of any meeting of stockholders, nor more
than sixty days prior to the time for the other action hereinafter described,
as of which there shall be determined the stockholders who are entitled: to
notice of or to vote at any meeting of stockholders or any adjournment thereof;
to express consent to corporate action in writing without a meeting; to receive
payment of any dividend or other distribution or allotment of any rights; or to
exercise any rights with respect to any change, conversion or exchange of stock
or with respect to any other lawful action.
SECTION 4. LOST, STOLEN OR DESTROYED CERTIFICATES.
In the event of the loss, theft or destruction of any
certificate of stock, another may be issued in its place pursuant to such
regulations as the board of directors may establish concerning proof of such
loss, theft or destruction and concerning the giving of a satisfactory bond or
bonds of indemnity.
SECTION 5. REGULATIONS.
The issue, transfer, conversion and registration of
certificates of stock shall be governed by such other regulations as the board
of directors may establish.
ARTICLE VI - NOTICES
SECTION 1. NOTICES.
Except as otherwise specifically provided herein or required
by law, all notices required to be given to any stockholder, director, officer,
employee or agent shall be in writing and may in every instance be effectively
given by hand delivery to the recipient thereof, by depositing such notice in
the mails, postage paid, or by sending such notice by prepaid telegram or
mailgram. Any such notice shall be addressed to such stockholder, director,
officer, employee or agent at his or her last known address as the same appears
on the books of the corporation.
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The time when such notice is received, if hand delivered, or dispatched, if
delivered through the mails or by telegram or mailgram, shall be the time of
the giving of the notice.
SECTION 2. WAIVERS.
A written waiver of any notice, signed by a stockholder,
director, officer, employee or agent, whether before or after the time of the
event for which notice is to be given, shall be deemed equivalent to the notice
required to be given to such stockholder, director, officer, employee or agent.
Neither the business nor the purpose of any meeting need be specified in such a
waiver.
ARTICLE VII - MISCELLANEOUS
SECTION 1. FACSIMILE SIGNATURES.
In addition to the provisions for use of facsimile signatures
elsewhere specifically authorized in these bylaws, facsimile signatures of any
officer or officers of the corporation may be used whenever and as authorized
by the board of directors or a committee thereof.
SECTION 2. CORPORATE SEAL.
The board of directors may provide a suitable seal, containing
the name of the corporation, which seal shall be in the charge of the
Secretary. If and when so directed by the board of directors or a committee
thereof, duplicates of the seal may be kept and used by the Treasurer or by an
Assistant Secretary or Assistant Treasurer.
SECTION 3. RELIANCE UPON BOOKS, REPORTS AND RECORDS.
Each director, each member of any committee designated by the
board of directors, and each officer of the corporation shall, in the
performance of his duties, be fully protected in relying in good faith upon the
books of account or other records of the corporation, including reports made to
the corporation by any of its officers, by an independent certified
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public accountant, or by an appraiser selected with reasonable care.
SECTION 4. CONTRACTS, ETC., HOW EXECUTED.
Contracts, deeds, mortgages, leases, bonds, powers of
attorney, bills of sale, and all documents and papers requiring the signature
of the corporation shall be executed by the Chairman of the Board of the
corporation, the President of the corporation or one of the Vice Presidents. A
Vice President may, by designation in writing, delegate to employees
responsible to him the right to execute contracts for the purchase and sale of
raw materials and finished products and for the purchase of supplies,
equipment, insurance and services, and also to sign on behalf of the
corporation such instruments as may be necessary in connection with the
operation and fulfillment of said contracts. A copy of such delegation shall be
deposited with the Secretary of the corporation.
SECTION 5. VOTING OF SHARES OF OTHER CORPORATIONS.
The Chairman of the Board, the President, any Vice President,
or any other officer or agent specifically authorized by resolution by the
board of directors, or by the Chairman of the Board, the President or any Vice
President, is authorized to vote, represent and exercise on behalf of the
corporation all rights incident to any shares of any other corporation held by
the corporation.
SECTION 6. FISCAL YEAR.
The fiscal year of the corporation shall be as fixed by the
board of directors.
SECTION 7. TIME PERIODS.
In applying any provision of these bylaws which require that
an act be done or not done a specified number of days prior to an event or that
an act be done during a period of a specified number of days prior to an event,
calendar days shall be used, the day of the doing
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of the act shall be excluded, and the day of the event shall be included.
ARTICLE VIII - AMENDMENTS
These bylaws may be amended or repealed by the board of
directors at any meeting or by the stockholders at any meeting.
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