EXHIBIT 3 (II)
HUNTINGTON BANCSHARES INCORPORATED
BYLAWS
(AMENDED AND RESTATED AS OF AUGUST 15, 2001)
ARTICLE I.
STOCKHOLDERS
SECTION 1.01. ANNUAL MEETING. The Corporation shall hold an annual
meeting of its stockholders to elect directors and transact any other business
within its powers, at such time and on such date during the thirty-one day
period beginning March 30 and ending April 29 as the Board of Directors shall
determine. In the absence of a determination by the Board of Directors, the
annual meeting of stockholders shall be held at 3:00 p.m. on the third Thursday
of April in each year if not a legal holiday, and if a legal holiday, then on
the next secular day following. At the annual meeting, the stockholders shall
elect directors to the Board of Directors and may transact any other business as
may be brought before the annual meeting by the Board of Directors or by any
stockholder as set forth in Section 1.09 of these Bylaws.
SECTION 1.02. SPECIAL MEETING. At any time in the interval between
annual meetings, a special meeting of the stockholders may be called by the
Chairman of the Board, the President, a majority of the Board of Directors by
vote at a meeting or in writing (addressed to the Secretary of the Corporation),
or by the Secretary of the Corporation on the written request (addressed to the
Secretary of the Corporation) of stockholders entitled to cast at least a
majority of all the votes entitled to be cast at the meeting. At a special
meeting of stockholders, only such business as is set forth in the Corporation's
notice of meeting shall be conducted at the meeting.
SECTION 1.03. PLACE OF MEETINGS. Meetings of stockholders shall be held
at such place in the United States as is set from time to time by the Board of
Directors.
SECTION 1.04. NOTICE OF MEETINGS; WAIVER OF NOTICE. Not less than ten
nor more than 90 days before each stockholders' meeting, the Secretary shall
give written notice of the meeting to each stockholder entitled to vote at the
meeting and each other stockholder entitled by statute to notice of the meeting.
The notice shall state the time and place of the meeting and, if the meeting is
a special meeting or notice of the purpose is required by statute, the purpose
of the meeting. Notice is given to a stockholder when it is personally delivered
to him, left at his residence or usual place of business, mailed to him at his
address as it appears on the records of the Corporation or transmitted to him by
electronic mail to any electronic mail address of such stockholder, or by any
other electronic means. Notwithstanding the foregoing provisions, each person
who is entitled to notice waives notice if he before or after the meeting signs
a waiver of the notice which is filed with the records of stockholders'
meetings, or is present at the meeting in person or by proxy. Any previously
scheduled meeting of the stockholders may be postponed, and any special meeting
of the stockholders (other than a special meeting requested by the stockholders
pursuant to Section 1.02) may be cancelled, by resolution of the Board of
Directors upon public notice given prior to the time previously scheduled for
such meeting of stockholders.
SECTION 1.05. QUORUM; VOTING. Unless statute or the Charter provides
otherwise, at any meeting of stockholders the presence in person or by proxy of
stockholders entitled to cast a majority of all the votes entitled to be cast at
the meeting constitutes a quorum, and a majority of all the votes cast at a
meeting at which a quorum is present is sufficient to approve any matter which
properly comes before the meeting, except that a plurality of all votes cast at
a meeting at which a quorum is present is sufficient to elect a director.
SECTION 1.06. ADJOURNMENTS. Whether or not a quorum is present, a
meeting of stockholders may be adjourned from time to time by the presiding
officer or by the stockholders, present in person or by proxy, by a majority
vote. Any business which might have been transacted at the meeting as originally
notified may be deferred and transacted at any such adjourned meeting at which a
quorum shall be present. No further notice of an adjourned meeting other than by
announcement shall be necessary if held on a date not more than 120 days after
the original record date.
SECTION 1.07. GENERAL RIGHT TO VOTE; PROXIES. Unless the Charter
provides for a greater or lesser number of votes per share or limits or denies
voting rights, each outstanding share of stock, regardless of class, is entitled
to one vote on each matter to be submitted at a meeting of stockholders. A
stockholder may vote the stock the stockholder owns of record either in person
or by proxy. A stockholder may sign a writing authorizing another person to act
as proxy. Signing may be accomplished by the stockholder or the stockholder's
authorized agent signing the writing or causing the stockholder's signature to
be affixed to the writing by any reasonable means, including facsimile
signature. A stockholder may authorize another person to act as proxy by
transmitting, or authorizing the transmission of, a telegram, cablegram,
datagram, or other means of electronic or telephonic transmission to the person
authorized to act as proxy or to a proxy solicitation firm, proxy support
service organization, or other person authorized by the person who will act as
proxy to receive the transmission, in each case as the presiding officer of the
meeting may determine from time to time. Unless a proxy provides otherwise, it
is not valid more than 11 months after its date.
SECTION 1.08. NOMINATIONS OF PERSONS FOR ELECTION TO THE BOARD OF
DIRECTORS. No person shall be appointed, nominated or elected a director of the
Corporation after having attained the age of 75 years. Notwithstanding the
above, no person who has been employed on a full-time basis by this Corporation
or one of its direct or indirect subsidiaries may be appointed, nominated or
elected a director of the Corporation after having attained the age of 65 years
except (i) any such person who, as of the date of these Bylaws, is over the age
of 65 years and is serving as a director and (ii) the current or former Chief
Executive Officer of this Corporation.
Only persons nominated in accordance with the procedures set forth in this
Section 1.08 shall be eligible for election as directors. Nominations of persons
for election to the Board of Directors of the Corporation may be made at a
meeting of stockholders by or at the direction of the Board of Directors, or by
any stockholder of the Corporation entitled to vote for the election of
directors at such a meeting who complies with the notice procedures set forth in
this Section 1.08. Such nominations, other than those made by or at the
direction of the Board of Directors, shall be made pursuant to timely notice in
writing to the Secretary of the Corporation. To be timely, a stockholder's
notice must be delivered to or mailed and received by the Secretary at the
principal executive offices of the Corporation not earlier than the close of
business on the 90th
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day and not later than the close of business on the 60th day prior to the first
anniversary of the date on which the Corporation first mailed to stockholders
notice of the preceding year's annual meeting; provided, however, that in the
event that the number of directors constituting the entire Board of Directors of
the Corporation is increased and there is no public announcement naming all of
the nominees for director or specifying the size of the increased Board of
Directors made by the Corporation at least 70 days prior to the first
anniversary of the date on which the Corporation first mailed to stockholders
notice of the preceding year's annual meeting, a stockholder's notice required
under this Section 1.08 shall also be considered timely, but only with respect
to nominees for new directorships created by such increase, if it shall be
delivered to the Secretary at the principal executive offices of the Corporation
not later than the close of business on the 10th day following the day on which
such public announcement is first made by the Corporation; provided, further,
that if the Corporation calls a special meeting of stockholders for the purpose
of electing one or more directors nominated by the Corporation to the Board of
Directors, any such stockholder's notice required under this Section 1.08 shall
be considered timely if notice shall be delivered to the Secretary at the
principal executive offices of the Corporation not earlier than the close of
business on the 120th day prior to such special meeting and not later than the
close of business on the later of the 90th day prior to such special meeting or
the 10th day following the day on which public announcement is first made of the
date of the special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting. In no event shall the public
announcement of a postponement or an adjournment of a meeting of stockholders
commence a new time period for the giving of a stockholder's notice as described
above. A stockholder's notice to the Secretary shall set forth (i) as to each
person whom the stockholder proposes to nominate for election as a director, (a)
the name, age, business address and residence address of such person, (b) the
principal occupation or employment of such person during each of the last five
years, (c) the class and number of shares of the Corporation which are
beneficially owned by such person on the date of such stockholder's notice, and
(d) any other information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended, or any successor act or regulation (including without
limitation such person's written consent to being named in the proxy statement
as a nominee and to serving as a director if elected); and (ii) as to the
stockholder giving the notice, (a) the name and address, as they appear on the
Corporation's books, of the stockholder and any other stockholders known by such
stockholder to be supporting such nominees, and (b) the class and number of
shares of the Corporation which are beneficially owned by such stockholder on
the date of such stockholder's notice and by any other stockholders known by
such stockholder to be supporting such nominees on the date of such
stockholder's notice. The Corporation may require any proposed nominee to
furnish such other information as may be reasonably required by the Corporation
to determine the qualifications of such proposed nominee to serve as a director
of the Corporation.
No person shall be eligible for election as a director of the Corporation unless
nominated in accordance with the procedures set forth in this Section 1.08. The
chairman of the stockholders meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
procedures prescribed by these Bylaws, and if he should so determine, he shall
so declare to the meeting and the defective nomination shall be disregarded.
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SECTION 1.09. STOCKHOLDER PROPOSALS. At an annual or special meeting of
stockholders, only such business shall be conducted, and only such proposals
shall be acted upon, as shall have been properly brought before such meeting. To
be properly brought before a meeting of stockholders, business must be (i) in
the case of a special meeting, specified in the notice of the special meeting
(or any supplement thereto) given by or at the direction of the Board of
Directors, (ii) properly brought before the meeting by or at the direction of
the Board of Directors, or (iii) in the case of an annual meeting, otherwise
properly brought before the meeting by a stockholder. For business to be
properly brought before an annual meeting of stockholders by a stockholder, the
stockholder must have given timely notice thereof in writing to the Secretary of
the Corporation. To be timely, a stockholder's notice must be delivered to or
mailed and received by the Secretary at the principal executive offices of the
Corporation not earlier than the close of business on the 90th day and not later
than the close of business on the 60th day prior to the first anniversary of the
date on which the Corporation first mailed to stockholders notice of the
preceding year's annual meeting. In no event shall the public announcement of a
postponement or an adjournment of a meeting of stockholders commence a new time
period for the giving of a stockholder's notice as described above. To be
properly brought before a meeting of stockholders, business (i) must be of a
proper subject for action by stockholders under applicable law and (ii) must
not, if implemented, cause the Company to violate any state, federal, or foreign
law or regulation, each as determined in good faith by the Board of Directors.
A shareholder's notice to the Secretary, including any stockholder notice
requesting a special meeting pursuant to Section 1.02, shall set forth as to
each matter the stockholder proposes to bring before a meeting of stockholders,
(i) a brief description of the business desired to be brought before the meeting
and the reasons for conducting such business at the meeting, (ii) the name and
address, as they appear on the Corporation's books, of the stockholder proposing
such business and any stockholders known by such stockholder to be supporting
such proposal, (iii) the class and number of shares of the Corporation which are
beneficially owned by the stockholder on the date of such stockholder's notice
and by any other stockholders known by such stockholder to be supporting such
proposal on the date of such stockholder's notice, and (iv) any material
interest of the stockholder in such proposal.
Notwithstanding anything in these Bylaws to the contrary, no business shall be
conducted at a meeting of stockholders except in accordance with the procedures
set forth in this Section 1.09, except that all matters with respect to the
nomination of persons for election to the Board of Directors shall be governed
solely by Section 1.08. The chairman of the stockholder meeting shall, if the
facts warrant, determine and declare to the meeting that the business was not
properly brought before the meeting in accordance with the procedures prescribed
by these Bylaws, and if he should so determine, he shall so declare to the
meeting and any such business not properly brought before the meeting shall not
be transacted.
SECTION 1.10. CONDUCT OF VOTING. At all meetings of stockholders,
unless the voting is conducted by inspectors, the proxies and ballots shall be
received, and all questions relating to the qualification of voters, the
validity of proxies and the acceptance or rejection of votes shall be decided,
in accordance with such procedures as shall from time to time be determined by
the presiding officer. If ordered by the presiding officer, the vote upon any
election or question shall be taken by ballot. Unless so ordered, no vote need
be by ballot.
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The Board of Directors by resolution shall appoint one or more
inspectors, which inspector or inspectors may include individuals who serve the
Corporation in other capacities, including, without limitation, as officers,
employees, agents, or representatives, to act at the meetings of stockholders
and make a written report thereof. One or more persons may be designated as
alternate inspectors to replace any inspector who fails to act. If no inspector
or alternate has been appointed to act or is able to act at a meeting of
stockholders, the presiding officer shall appoint one or more inspectors to act
at the meeting. Each inspector, before discharging his or her duties, shall take
and sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his or her ability. The inspectors
shall have the duties prescribed by law.
ARTICLE II.
BOARD OF DIRECTORS
SECTION 2.01. FUNCTION OF DIRECTORS. The business and affairs of the
Corporation shall be managed under the direction of its Board of Directors. All
powers of the Corporation may be exercised by or under authority of the Board of
Directors, except as conferred on or reserved to the stockholders by statute or
by the Charter or these Bylaws.
SECTION 2.02. NUMBER OF DIRECTORS. The Corporation shall have the
number of directors provided by the Charter until changed as provided in this
Section 2.02. A majority of the entire Board of Directors may alter the number
of directors set by the Charter to not more than 25 nor less than three
directors; provided that any such action may not affect the tenure of office of
any director.
SECTION 2.03. ELECTION AND TENURE OF DIRECTORS. Beginning with the
election of directors in 1987, the Board of Directors shall be divided into
three classes, Class I, Class II and Class III. Each such class shall consist,
as nearly as possible, of one-third of the total number of directors, and any
remaining directors shall be included within such class or classes as the Board
of Directors shall designate. At the annual meeting of stockholders in 1987,
Class I directors shall be elected for a one-year term, Class II directors for a
two-year term, and Class III directors for a three-year term. Except as provided
in Section 2.04 of this Article II, at each succeeding annual meeting of
stockholders beginning in 1988, successors to the class of directors whose term
expires at that annual meeting shall be elected for a three-year term. If the
number of directors is changed, any increase or decrease shall be apportioned
among the classes so as to maintain the number of directors in each class as
nearly equal as possible. Any director who has been employed on a full-time
basis by the Corporation and who has attained the age of 65 years, or any other
director who has attained the age of 75 years, shall retire effective on the
date of the next annual meeting of stockholders. Notwithstanding the foregoing,
any director who has been employed on a full-time basis by the Corporation and
(i) who, as of the date of these Bylaws has attained the age of 65 years or (ii)
is the current or former Chief Executive Officer of this Corporation, shall
retire effective on the date of next annual meeting of stockholders after such
director attains the age of 75 years. A director may otherwise be removed from
office for cause only and, subject to such removal, death, resignation,
retirement or disqualification, shall hold
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office until the annual meeting for the year in which his term expires and until
his successor shall be elected and qualify.
SECTION 2.04. VACANCY ON BOARD. The stockholders may elect a successor
to fill a vacancy on the Board of Directors which results from the retirement or
removal of a director. A director elected by the stockholders to fill such a
vacancy serves for the balance of the term of the retired or removed director. A
majority of the remaining directors, whether or not sufficient to constitute a
quorum, may fill a vacancy on the Board of Directors which results from any
cause except an increase in the number of directors and a majority of the entire
Board of Directors may fill a vacancy which results from an increase in the
number of directors. A director elected by the Board of Directors to fill a
vacancy serves until the next annual meeting of stockholders and until his
successor is elected and qualifies or such longer term as may be permitted by
the Maryland General Corporation Law.
SECTION 2.05. REGULAR MEETINGS. After each annual meeting of
stockholders at which directors shall have been elected, the Board of Directors
shall meet as soon as practicable for the purpose of organization and the
transaction of other business. Such first regular meeting shall be held at any
place as may be designated by the Chairman, President or Board of Directors for
such first regular meeting, or in default of such designation at the place of
the holding of the immediately preceding meeting of stockholders. Any other
regular meeting of the Board of Directors shall be held on such date and at any
place as may be designated from time to time by the Chairman of the Board. No
notice of such regular meetings shall be necessary if held as hereinabove
provided.
SECTION 2.06. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called at any time by the Chairman of the Board, the President
or by a majority of the then-acting directors by vote at a meeting or in
writing, or by a majority of the members of the executive committee, if one be
constituted, by vote at a meeting or in writing. A special meeting of the Board
of Directors shall be held on such date and at any place as may be designated
from time to time by the Board of Directors. In the absence of such designation,
such meeting shall be held at such place as may be designated in the call.
SECTION 2.07. NOTICE OF MEETING. Except as provided in Section 2.05,
the Secretary shall give notice or cause to be given to each director of each
regular and special meeting of the Board of Directors. The notice shall state
the time and place of the meeting. Notice is given to a director when it is
delivered personally to him, left at his residence or usual place of business,
or sent by telegraph or telephone, at least 48 hours before the time of the
meeting or, in the alternative, by mail to his address as it shall appear on the
records of the Corporation, at least 72 hours before the time of the meeting;
provided, however, that notice of a special meeting which is called by the
Chairman or the President is given to a director when it is delivered personally
to him or sent by telegraph or telephone at least one hour before the time of
the meeting. Unless these Bylaws or a resolution of the Board of Directors
provides otherwise, the notice need not state the business to be transacted at
or the purposes of any regular or special meeting of the Board of Directors. No
notice of any meeting of the Board of Directors need be given to any director
who attends, or to any director who, in writing executed and filed with the
records of the meeting either before or after the holding thereof, waives such
notice. Any regular or special meeting of the Board of Directors may adjourn
from time to time to reconvene at the same or
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some other place, and no notice need be given of any such adjourned meeting
other than by announcement.
SECTION 2.08. ACTION BY DIRECTORS. Unless statute, the Charter or these
Bylaws requires a greater proportion, the action of a majority of the directors
present at a meeting at which a quorum is present is the action of the Board of
Directors. A majority of the entire Board of Directors shall constitute a quorum
for the transaction of business. In the absence of a quorum, the directors
present, by majority vote and without notice other than by announcement, may
adjourn the meeting from time to time until a quorum shall attend. At any such
adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as originally
notified. Any action required or permitted to be taken at a meeting of the Board
of Directors may be taken without a meeting, if an unanimous written consent
which sets forth the action is signed by each member of the Board of Directors
and filed with the minutes of the proceedings of the Board of Directors.
SECTION 2.09. MEETING BY CONFERENCE TELEPHONE. Members of the Board of
Directors may participate in a meeting by means of a conference telephone or
similar communications equipment if all persons participating in the meeting can
hear each other at the same time. Participation in a meeting by these means
constitutes presence in person at a meeting.
SECTION 2.10. COMPENSATION. The Board of Directors shall have the
authority to fix the compensation of the Directors. The directors may be paid
their expenses, if any, of attendance at each regular and special meeting of the
Board of Directors or committees thereof. In addition, by resolution of the
Board of Directors, a stated annual retainer and/or a fixed sum for attendance
at each regular or special meeting of the Board of Directors or committees
thereof, and other compensation for their services as such, may be paid to
directors. A director who serves the Corporation in any other capacity also may
receive compensation for such other services.
ARTICLE III.
COMMITTEES
SECTION 3.01. COMMITTEES. The Board of Directors may appoint from among
its members an Executive Committee and other committees composed of one or more
directors and delegate to these committees any of the powers of the Board of
Directors, except the power to declare dividends or other distributions on
stock, elect directors, issue stock other than as provided in the next sentence,
recommend to the stockholders any action which requires stockholder approval,
amend these Bylaws, or approve any merger or share exchange which does not
require stockholder approval. If the Board of Directors has given general
authorization for the issuance of stock which provides for or establishes a
method or procedure for determining the maximum number of shares to be issued, a
committee of the Board of Directors, in accordance with that general
authorization or any stock option or other plan or program adopted by the Board
of Directors, may fix the terms of stock subject to classification or
reclassification and the terms on which any stock may be issued, including all
terms and conditions required or permitted to be established or authorized by
the Board of Directors.
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SECTION 3.02. COMMITTEE PROCEDURE. The Board of Directors shall have
the power to prescribe the manner in which proceedings of each committee shall
be held. Unless the Board of Directors shall otherwise provide, the actions of
each committee shall be governed by the following rules of procedure. A majority
of the members of a committee shall constitute a quorum for the transaction of
business and the act of a majority of those present at a meeting at which a
quorum is present shall be the act of the committee. The members of a committee
present at any meeting, whether or not they constitute a quorum, may appoint a
director to act in the place of an absent member. Any action required or
permitted to be taken at a meeting of a committee may be taken without a
meeting, if an unanimous written consent which sets forth the action is signed
by each member of the committee and filed with the minutes of the committee. The
members of a committee may conduct any meeting thereof by conference telephone
or similar communications equipment if all persons participating in the meeting
can hear each other at the same time. Participation in a meeting by these means
constitutes presence in person at a meeting. In the absence of any prescription
by the Board of Directors or any applicable provision of these Bylaws, each
committee may prescribe the manner in which its proceedings shall be conducted.
SECTION 3.03. DELEGATION. The Board of Directors may delegate to
officers, employees or agents, the performance of duties not specifically
required by law or these Bylaws to be performed by the Board of Directors.
ARTICLE IV.
OFFICERS
SECTION 4.01. EXECUTIVE AND OTHER OFFICERS. The Corporation shall have
a President, a Secretary, and a Treasurer and may also have a Chairman of the
Board and one or more Vice Chairmen, which officers shall be the executive
officers of the Corporation. The Board of Directors may designate who shall
serve as Chief Executive Officer, having general supervision of the business and
affairs of the Corporation, and as Chief Operating Officer, having supervision
of the operations of the Corporation. In the absence of designation the Chairman
shall serve as Chief Executive Officer. The Corporation may also have one or
more Vice Presidents (which may be designated Executive Vice President, Senior
Vice President or Vice President), assistant officers and such other officers as
may be established by the Board of Directors. A person may hold more than one
office in the Corporation but may not serve concurrently as both President and
Vice President of the Corporation. The Chairman of the Board and President shall
be directors. The other officers may be directors.
SECTION 4.02. ELECTION, TENURE AND REMOVAL OF OFFICERS. The Board of
Directors or any committee of the Board of Directors shall elect the officers or
may from time to time authorize any non-Board committee or officer to appoint
any officer subordinate to the level of Senior Vice President, including any
Vice President and any assistant and subordinate officers. The officers shall be
appointed to hold their respective offices at the pleasure of the Board of
Directors. The Board of Directors or, as to any assistant or subordinate
officer, any committee or officer authorized by the Board of Directors, may
remove an officer at any time. The removal of an officer does not prejudice any
of his contractual rights. The Board of Directors or, as to any
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assistant or subordinate officer, any committee or officer authorized by the
Board of Directors, may fill a vacancy which occurs in any office.
SECTION 4.03. CHAIRMAN OF THE BOARD. The Chairman of the Board, if one
be elected, shall preside at all meetings of the Board of Directors and of the
stockholders at which he shall be present; he may sign and execute, in the name
of the Corporation, all authorized deeds, mortgages, bonds, contracts or other
instruments of every description. In general, he shall perform all such duties
as are from time to time assigned to him by the Board of Directors.
SECTION 4.04. PRESIDENT. The President, in the absence of the Chairman
of the Board, shall preside at all meetings of the Board of Directors and of the
stockholders at which he shall be present; he may sign and execute, in the name
of the Corporation, all authorized deeds, mortgages, bonds, contracts or other
instruments of every description. In general, he shall perform all duties
usually performed by a president of a corporation and such other duties as are
from time to time assigned to him by the Board of Directors or the Chief
Executive Officer of the Corporation.
SECTION 4.05. VICE PRESIDENTS. The Vice President or Vice Presidents,
at the request of the Chief Executive Officer or the President, or in the
President's absence or during his inability to act, shall perform the duties and
exercise the functions of the President, and when so acting shall have the
powers of the President. If there be more than one Vice President, the Board of
Directors may determine which one or more of the Vice Presidents shall perform
any of such duties or exercise any of such functions, or if such determination
is not made by the Board of Directors, the Chief Executive Officer or the
President may make such determination; otherwise any of the Vice Presidents may
perform any of such duties or exercise any of such functions. The Vice President
or Vice Presidents shall have such other powers and perform such other duties,
and have such additional descriptive designations in their titles, if any, as
are from time to time assigned to them by the Board of Directors, the Chief
Executive Officer, or the President.
SECTION 4.06. SECRETARY. The Secretary shall keep the minutes of the
meetings of the stockholders and the Board of Directors in books provided for
such purpose; he shall see that all notices are duly given in accordance with
the provision of these Bylaws or as required by law; he shall be custodian of
the records of the Corporation; he may witness any document on behalf of the
Corporation, the execution of which is duly authorized, see that the corporate
seal is affixed where such document is required or desired to be under its seal,
and, when so affixed, may attest the same; and, in general, he shall perform all
duties incident to the office of a secretary of a corporation, and such other
duties as are from time to time assigned to him by the Board of Directors, the
Chief Executive Officer, or the President.
SECTION 4.07. TREASURER. The Treasurer shall have charge of and be
responsible for all funds, securities, receipts and disbursements of the
Corporation, and shall deposit, or cause to be deposited, in the name of the
Corporation, all moneys or other valuable effects in such banks, trust companies
or other depositories as shall, from time to time, be selected by the executive
officers. He shall render to the Chief Executive Officer, the President and the
Board of Directors, whenever requested, an account of the financial condition of
the Corporation; and, in general, he shall perform all the duties incident to
the office of a treasurer of a corporation, and
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such other duties as are from time to time assigned to him by the Board of
Directors, the Chief Executive Officer, or the President.
SECTION 4.08. ASSISTANT AND SUBORDINATE OFFICERS. The assistant and
subordinate officers of the Corporation are all officers below the office of
Vice President, Secretary, or Treasurer. The assistant or subordinate officers
shall have such duties as are from time to time assigned to them by the Board of
Directors, the Chief Executive Officer, the President or any committee or
officer authorized by the Board of Directors to appoint any such assistant and
subordinate officers.
ARTICLE V.
STOCK
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SECTION 5.01. CERTIFICATES FOR STOCK. Each stockholder is entitled to
certificates which represent and certify the shares of stock he holds in the
Corporation. Each stock certificate shall include on its face the name of the
Corporation, the name of the stockholder or other person to whom it is issued,
and the class of stock and number of shares it represents. The certificate shall
be in such form, not inconsistent with law or with the Charter, as shall be
approved by the Board of Directors or any officer or officers designated for
such purpose by resolution of the Board of Directors. Each stock certificate
shall be signed by the Chairman of the Board, the President, or a Vice
President, and countersigned by the Secretary, an Assistant Secretary, the
Treasurer, or an Assistant Treasurer. Each certificate may be sealed with the
actual corporate seal or a facsimile of it or in any other form and the
signatures may be either manual or facsimile signatures. A certificate is valid
and may be issued whether or not an officer who signed it is still an officer
when it is issued.
SECTION 5.02. TRANSFER. The Board of Directors shall have the power and
authority to make such rules and regulations as it may deem expedient concerning
the issue, transfer and registration of certificates of stock; and may appoint
transfer agents and registrars thereof. The duties of transfer agent and
registrar may be combined.
SECTION 5.03. RECORD DATE AND CLOSING OF TRANSFER BOOKS. The Board of
Directors may set a record date or direct that the stock transfer books be
closed for a stated period for the purpose of making any proper determination
with respect to the stockholders, including which stockholders are entitled to
notice of a meeting, vote at a meeting, receive a dividend, or be allotted other
rights. The record date may not be prior to the close of business on the day the
record date is fixed and may not be more than 90 days before the date on which
the action requiring the determination will be taken; the transfer books may not
be closed for a period longer than 20 days; and, in the case of a meeting of
stockholders, the record date or the closing of the transfer books shall be at
least ten days before the date of the meeting.
SECTION 5.04. STOCK LEDGER. The Corporation shall maintain a stock
ledger which contains the name and address of each stockholder and the number of
shares of stock of each class which the stockholder holds. The stock ledger may
be in written form or in any other form which can be converted within a
reasonable time into written form for visual inspection. The
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original or a duplicate of the stock ledger shall be kept at the offices of a
transfer agent for the particular class of stock, or, if none, at the executive
offices of the Corporation.
SECTION 5.06. LOST STOCK CERTIFICATES. The Board of Directors of the
Corporation may determine the conditions for issuing a new stock certificate in
place of one which is alleged to have, been lost, stolen, or destroyed, or the
Board of Directors may delegate such power to any officer or officers of the
Corporation. In their discretion, the Board of Directors or such officer or
officers may refuse to issue such new certificate save upon the order of some
court having jurisdiction in the premises.
ARTICLE VI.
FINANCE
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SECTION 6.01. CHECKS, DRAFTS, ETC. All checks, drafts and orders for
the payment of money, notes and other evidences of indebtedness, issued in the
name of the Corporation, shall be signed by such agents as may be designated
from time to time by the Board of Directors or authorized officers of the
Corporation.
SECTION 6.02. ANNUAL STATEMENT OF AFFAIRS. The Chairman, President, a
Vice President or the Treasurer shall prepare or cause to be prepared annually a
full and correct statement of the affairs of the Corporation, including a
balance sheet and a financial statement of operations for the preceding fiscal
year.
SECTION 6.03. FISCAL YEAR. The fiscal year of the Corporation shall be
the twelve calendar months period ending December 31 in each year, unless
otherwise provided by the Board of Directors.
SECTION 6.04. DIVIDENDS. If declared by the Board of Directors at any
meeting thereof, the Corporation may pay dividends on its shares in cash,
property, or in shares of the capital stock of the Corporation, unless such
dividend is contrary to law or to a restriction contained in the Charter.
ARTICLE VII.
SUNDRY PROVISIONS
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SECTION 7.01. BOOKS AND RECORDS. The Corporation shall keep correct and
complete books and records of its accounts and transactions and minutes of the
proceedings of its stockholders and Board of Directors and of any executive or
other committee when exercising any of the powers of the Board of Directors. The
books and records of the Corporation may be in written form or in any other form
which can be converted within a reasonable time into written form for visual
inspection. Minutes shall be recorded in written form but may be maintained in
the form of a reproduction. The original or a certified copy of these Bylaws
shall be kept at the principal office of the Corporation.
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SECTION 7.02. CORPORATE SEAL. The Board of Directors shall provide a
suitable seal, bearing the name of the Corporation, which shall be in the charge
of the Secretary. The Board of Directors may authorize one or more duplicate
seals and provide for the custody thereof. If the Corporation is required to
place its corporate seal to a document, it is sufficient to meet the requirement
of any law, rule, or regulation relating to a corporate seal to place the word
"Seal" adjacent to the signature of the person authorized to sign the document
on behalf of the Corporation.
SECTION 7.03. BONDS. The Board of Directors may require any officer,
agent or employee of the Corporation to give a bond to the Corporation,
conditioned upon the faithful discharge of his duties, with one or more sureties
and in such amount as may be satisfactory to the Board of Directors.
SECTION 7.04. VOTING UPON SHARES IN OTHER CORPORATIONS. Stock of other
corporations or associations which is registered in the name of, or beneficially
owned by, the Corporation, or which the Corporation is entitled to vote or
direct the voting of in its fiduciary capacity or otherwise, may be voted by the
Chairman, the President, any Vice President, or a proxy appointed by any of
them. The Board of Directors, however, may by resolution appoint some other
person to vote such shares, in which case such person shall be entitled to vote
such shares upon the production of a certified copy of such resolution.
SECTION 7.05. EXECUTION OF DOCUMENTS. A person who holds more than one
office in the Corporation may not act in more than one capacity to execute,
acknowledge, or verify an instrument required by law to be executed,
acknowledged, or verified by more than one officer.
SECTION 7.06. AMENDMENTS. The Board of Directors shall have the power,
at any regular or special meeting thereof, to amend, alter or repeal the Bylaws
of the Corporation, or to make and adopt new bylaws. These Bylaws may be
amended, altered or repealed and new bylaws may be adopted by the stockholders
of the Corporation to the extent and as provided in the Charter of the
Corporation.
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