1
REGULATIONS
OF
KEYCORP
(Effective March 1, 1994)
ARTICLE I
SHAREHOLDERS
Section 1. Place of Meeting. All meetings of the shareholders of the
Corporation shall be held at the office of the Corporation or at such other
places, within or without the State of Ohio, as may from time to time be
determined by the Board of Directors, the Chairman of the Board, or the
President and specified in the notice of such meeting.
Section 2. Annual Meetings. The annual meeting of the shareholders
of the Corporation for the election of directors, the consideration of reports
to be laid before such meeting, and the transaction of such other business as
may properly come before the meeting shall be held on the third Wednesday in
May in each year, if not a legal holiday under the laws of the place where the
meeting is to be held, and, if a legal holiday, then on the next succeeding day
not a legal holiday under the laws of such place, or on such other date and at
such hour as may from time to time be determined by the Board of Directors, the
Chairman of the Board, or the President.
Section 3. Special Meetings. Except as otherwise required by law and
subject to the rights of the holders of any class or series of preferred stock
of the Corporation, special meetings of the shareholders for any purpose or
purposes may be called only by (i) the Chairman of the Board, (ii) the
President, or, in the case of the President's absence, death, or disability,
the vice president authorized to exercise the authority of the President, (iii)
the Board of Directors by action at a meeting, or a majority of the entire
authorized Board of Directors acting without a meeting, or (iv) the persons who
hold 50% of all shares outstanding and entitled to vote at the special meeting.
Upon request in writing delivered either in person or by registered
mail to the Chairman of the Board, the President, or the Secretary by any
persons entitled to call a meeting of shareholders, such officer shall
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forthwith cause to be given to the shareholders entitled thereto notice of a
meeting to be held on a date not less than ten nor more than 60 days after the
receipt of such request, as such officer may fix. If such notice is not given
within 30 days after the delivery or mailing of such request, the persons
calling the meeting may fix the time of the meeting and give notice thereof in
the manner provided by law or as provided in these Regulations, or cause such
notice to be given by any designated representative.
Section 4. Notice of Meetings. Except as otherwise provided by law,
written notice of each meeting of the shareholders, whether annual or special,
shall be given, either by personal delivery or by mail, not less than seven nor
more than 60 days before the date of the meeting to each shareholder of record
entitled to notice of the meeting, by or at the direction of the Chairman of
the Board, President or Secretary or any other person or persons required or
permitted by these Regulations to give such notice. If mailed, such notice
shall be deemed given when deposited in the United States mail, postage
prepaid, directed to the shareholder at such shareholder's address as it
appears on the records of the Corporation. Each such notice shall state the
place, date, and hour of the meeting, and the purpose or purposes for which the
meeting is called. Notice of adjournment of a meeting of shareholders need not
be given if the time and place to which it is adjourned are fixed and announced
at such meeting.
Section 5. Quorum. Except as otherwise provided by law or by the
Articles of Incorporation of the Corporation, the holders of shares entitled to
exercise a majority of the voting power of the Corporation at the meeting shall
constitute a quorum for the transaction of business at any meeting of the
shareholders; provided, however, that no action required by law, by the
Articles of Incorporation of the Corporation, or by these Regulations to be
authorized or taken by the holders of a designated proportion of the shares of
any particular class or of each class of the Corporation may be authorized or
taken by a lesser proportion.
Section 6. Adjournments. The holders of a majority of the voting
shares represented at a meeting, whether or not a quorum is present, may
adjourn such meeting from time to time.
Section 7. Advance Notice of Shareholder Proposals. At any annual or
special meeting of shareholders, proposals by shareholders and persons
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nominated for election as directors by shareholders shall be considered if
advance notice thereof has been timely given as provided in this Section 7, in
the case of proposals by shareholders, and as provided in Section 4(c) of
Article II, in the case of persons nominated for election as directors by
shareholders, and such proposals or nominations are otherwise proper for
consideration under applicable law and the Articles of Incorporation of the
Corporation. Notice of any proposal to be presented by any shareholder shall
be given in writing to the Secretary of the Corporation, delivered to or mailed
and received at the Corporation's principal executive offices, not less than 60
nor more than 90 days prior to the shareholders' meeting; provided, however,
that in the event that less than 75 days' notice to the shareholders or prior
public disclosure of the date of the meeting is given or made, the written
notice of such shareholder's intent to make such proposal must be given to the
Secretary not later than the close of business on the fifteenth day following
the earlier of the day on which such notice of the date of the meeting was
mailed or such public disclosure was made. Any shareholder who gives notice of
any such proposal shall deliver therewith the text of the proposal to be
presented and a brief written statement of the reasons why such shareholder
favors the proposal and setting forth such shareholder's name and record
address, the number and class of all shares of each class of stock of the
Corporation beneficially owned (within the meaning of Rule 13d-3 promulgated
under the Securities Exchange Act of 1934) by such shareholder and any material
interest of such shareholder in the proposal (other than as a shareholder).
The person presiding at the meeting, in addition to making any other
determinations that may be appropriate to the conduct of the meeting, shall
determine whether such notice under this Section 7 or under Section 4(c) of
Article II, as applicable, has been duly given and shall direct that proposals
and nominees not be considered if such notice (together with all required
information to be submitted by such shareholder under this Section 7 or under
Section 4(c) of Article II, as applicable) has not been given.
ARTICLE II
Board of Directors
Section 1. Number, Classification, and Term of Office. The Board of
Directors shall be divided into three classes. The respective terms of the
three classes of directors are staggered so that at any time the term of one
class will expire at the next annual meeting of shareholders thereafter
occurring, the term of a second
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class will expire at the second annual meeting of shareholders thereafter
occurring, and the term of a third class will expire at the third annual
meeting of shareholders thereafter occurring. At each annual meeting of
shareholders of the Corporation, the successors to the directors of the class
whose term will expire in that year shall be elected to hold office for a term
expiring at the annual meeting of shareholders occurring in the third year
after the date of their election. In each instance directors shall hold office
until their successors are chosen and qualified, or until the earlier death,
retirement, resignation, or removal of any such director as provided in Section
13 of this Article II.
At the Effective Time (as defined in Section 2 of Article IV of these
Regulations), the number of directors of the Corporation shall be 22, divided
into three classes as follows: one class of seven directors whose term will
expire at the next annual meeting of shareholders occurring after the Effective
Time, one class of seven directors whose term will expire at the second annual
meeting of shareholders occurring after the Effective Time, and one class of
eight directors whose term will expire at the third annual meeting of
shareholders occurring after the Effective Time. Through December 31, 1998,
not more than two directors shall be Insider Directors. "Insider Directors"
shall mean any person who, as of immediately prior to the Effective Time, was a
current or former officer of the Corporation or any of its subsidiaries or any
predecessor or constituent (by merger, consolidation, or otherwise) of the
Corporation or any of its subsidiaries, but the definition of "Insider
Directors" shall not include an individual who served solely in the capacity of
Secretary and General Counsel, but not as an employee, prior to the Effective
Time.
The Board of Directors or the shareholders may from time to time fix
or change the size of the Board of Directors to a total number of no fewer than
20 directors and no more than 24 directors; provided that, through December 31,
1998, no such action shall have the effect of increasing to more than two the
number of Insider Directors; provided, further, that through December 31, 1996,
each increase or decrease in the size of the Board shall be by two or a
multiple of two. The Board of Directors may, subject to the limitations
contained in the immediately preceding sentence regarding the number of
directors, the number of Insider Directors, and the requirement that any
increase or decrease in the number of directors be effected by a multiple of
two, fix or change the number of directors by the affirmative vote of
two-thirds of the entire authorized Board. The shareholders
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may, subject to the limitations contained in the first sentence of this
paragraph regarding the number of directors, the number of Insider Directors,
and the requirement that any increase or decrease in the number of directors be
effected by a multiple of two, fix or change the number of directors at a
meeting of the shareholders called for the purpose of electing directors (i) by
the affirmative vote of the holders of shares entitling them to exercise
three-quarters of the voting power of the Corporation represented at the
meeting and entitled to elect directors or (ii) if the proposed change in the
number of directors is recommended by two-thirds of the entire authorized Board
of Directors, by the affirmative vote of the holders of shares entitling them
to exercise a majority of the voting power of the Corporation represented at
the meeting and entitled to elect directors. If the Board of Directors or the
shareholders change the number of directors, the three classes of the Board of
Directors shall be divided into as equal a number of directors as possible,
with the Board of Directors or the shareholders, as the case may be, fixing or
determining the adjustment to be made in each class. No reduction in the
number of directors shall of itself have the effect of shortening the term of
any incumbent director. In the event that the Board of Directors increases the
number of directors, it may fill the vacancy or vacancies created by the
increase in the number of directors for the respective unexpired terms in
accordance with the provisions of Sections 4 and 14 of this Article II. In the
event the shareholders increase the number of directors and fail to fill the
vacancy or vacancies created thereby, the Board of Directors may fill such
vacancy or vacancies for the respective unexpired terms in accordance with the
provisions of Sections 4 and 14 of this Article II.
The number of directors and the number of directors of any class may
not be fixed or changed by the shareholders or directors, except (i) by
amending these Regulations in accordance with the provisions of Article X of
these Regulations, (ii) pursuant to an agreement of merger or consolidation
recommended by two-thirds of the members of the entire authorized Board of
Directors and adopted by the shareholders at a meeting held for such purpose by
the affirmative vote of the holders of shares entitling them to exercise a
majority of the voting power of the Corporation on such proposal, or (iii) as
provided in the immediately preceding paragraph of this Section 1 or in the
next following paragraph.
The foregoing provisions of this Section 1 are subject to the
automatic increase by two in the authorized number of directors and the right
of the holders
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of any class or series of preferred stock of the Corporation to elect two
directors of the Corporation during any time when dividends payable on such
shares are in arrears, all as set forth in the Articles of Incorporation of the
Corporation and/or the express terms of the preferred stock of the Corporation.
Section 2. Chairman of the Board, Chairman of the Executive
Committee, and Chairmen of Other Committees. Except as provided in this
Section 2 below, the Board of Directors may from time to time select from its
members one or more individuals to serve as Chairman of the Board, Chairman of
the Executive Committee, and Chairman of any of the other committees of the
Board of Directors. Except to the extent otherwise provided in Section 2 of
Article IV of these Regulations with respect to the position of Chairman of the
Board, these positions as Chairman of the Board, Chairman of the Executive
Committee, and Chairman of any other committees of the Board of Directors are
not officer positions (and the Corporation shall have no officer position known
as Chairman of the Board), but are strictly director positions, the sole
authority and responsibility of which is to preside at meetings of the
shareholders, the Board, or the applicable committee, as the case may be.
Subject to Section 3 of this Article II and notwithstanding anything to the
contrary in this Section 2, the officer of the Corporation who is the Chief
Executive Officer of the Corporation shall, if he is a director, serve as
Chairman of the Board and Chairman of the Executive Committee. The Chairman of
the Board shall, if present, preside at meetings of the Board of Directors and
at meetings of the shareholders. In the absence of the Chairman of the Board,
the President shall preside at such meetings.
Section 3. Chairman of the Board and Chairman of the Executive
Committee Through December 31, 1998. In accordance with the Merger Agreement
(as defined in Section 2 of Article IV of these Regulations), it is intended
that Victor J. Riley, Jr. shall be Chairman of the Board and Chairman of the
Executive Committee of the Board of Directors of the Corporation through
December 31, 1998 or his earlier failure to continue to be a director of the
Corporation, whether as a result of his death, resignation, removal as provided
in Section 13 of this Article II, or failure to be re-elected at the expiration
of his term as director. In accordance with the Merger Agreement, on December
31, 1998, Victor J. Riley, Jr. shall cease to be Chairman of the Board and
Chairman of the Executive Committee, unless he shall have earlier ceased to
hold those positions. In accordance with the Merger Agreement, it is intended
that Robert W. Gillespie shall become
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Chairman of the Board and Chairman of the Executive Committee of the
Corporation on the date (which in no event shall be later than December 31,
1998) on which Victor J. Riley, Jr. ceases to be Chairman of the Board and
Chairman of the Executive Committee, subject, in all cases, to Robert W.
Gillespie's earlier failure to continue to be a director of the Corporation,
whether as a result of his death, resignation, removal as provided in Section
13 of this Article II, or failure to be re-elected at the expiration of his
term as director. If Victor J. Riley, Jr. shall at any time prior to December
31, 1998 cease to hold for any reason one or both of his positions as Chairman
of the Board and Chairman of the Executive Committee, in accordance with the
Merger Agreement, it is intended that Robert W. Gillespie shall immediately
assume any such position, provided that he is then a director. Prior to Robert
W. Gillespie becoming Chairman of the Board and Chairman of the Executive
Committee, no individual (other than Robert W. Gillespie or any other person
designated by Robert W. Gillespie) shall be designated vice chairman or deputy
chairman, or with any position or title of similar import, of either the Board
of Directors or the Executive Committee. In the event that the Board of
Directors of the Corporation establishes an Executive Committee in accordance
with Section 1 of Article III of these Regulations, in accordance with the
Merger Agreement, it is intended that Victor J. Riley, Jr. and Robert W.
Gillespie shall each be members of the Executive Committee as long as they are
members of the Board of Directors. The provisions of this Section 3 shall
apply through December 31, 1998.
Section 4. Nominations. Only persons who are nominated in accordance
with the following procedures shall be eligible for election as directors.
Subject to the rights of the holders of any class or series of preferred stock
of the Corporation, nominations for the election of directors may be made only:
(a) through December 31, 1998, by the affirmative
vote of three-quarters of the entire authorized Board of Directors and
three-quarters of the members of the Nominating Committee, if any,
then in office; provided, however, that if the Nominating Committee is
unable, for any reason, to approve by the requisite vote a nomination
for election of a particular director or directors, such nomination
shall be made instead by the affirmative vote of two-thirds of the
entire authorized Board of Directors and three-quarters of the members
of a committee to be comprised of (i) in the case of a nomination
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for election to fill a director position which was originally held at
the Effective Time by an individual who had been a director of KeyCorp
or any of its subsidiaries, all of the directors then in office who
immediately prior to the Effective Time had been directors of KeyCorp
or any of its subsidiaries or who have been elected to fill a director
position originally held by an individual who at the Effective Time
had been a director of KeyCorp or any of its subsidiaries, and (ii) in
the case of a nomination for election to fill a director position
which was originally held at the Effective Time by an individual who
had been a director of Society Corporation or any of its subsidiaries,
all of the directors then in office who immediately prior to the
Effective Time had been directors of Society Corporation or any of its
subsidiaries or who have been elected to fill a director position
originally held by an individual who at the Effective Time had been a
director of Society Corporation or any of its subsidiaries; provided,
further, that, in the case of a nomination for election to fill a
director position which resulted from an increase in the size of the
Board after the Effective Time in accordance with Section 1 of Article
II of these Regulations, such nomination shall be made by the
affirmative vote of three-quarters of the entire authorized Board of
Directors acting alone if the Nominating Committee is unable, for any
reason, to approve by the requisite vote a nomination to fill such
director position,
(b) after December 31, 1998, by the affirmative vote
of two-thirds of the entire authorized Board of Directors, and
(c) by any shareholder of the Corporation entitled
to vote for the election of directors at a meeting, but only if
written notice of such shareholder's intent to make such nomination is
given to the Secretary of the Corporation, delivered to or mailed and
received at the Corporation's principal executive offices, not less
than 60 nor more than 90 days prior to the meeting; provided, however,
that in the event that less than 75 days' notice to the shareholders
or prior public disclosure of the date of the meeting is given or
made, the written notice of such shareholder's intent to make such
nomination must be given to the Secretary not later than the close of
business on the fifteenth
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day following the earlier of the day on which such notice of the date
of the meeting was mailed or such public disclosure was made. Each
such notice of a shareholder's intent to make a nomination shall set
forth: (A) as to each person who is not an incumbent director when
the shareholder proposes to nominate such person for election as a
director, (1) the name, age, business, and residence address of such
person, (2) the principal occupation or employment of such person for
the last five years, (3) the class and number of shares of capital
stock of the Corporation which are beneficially owned by such person,
(4) all positions of such person as a director, officer, partner,
employee, or controlling shareholder of any corporation or other
business entity, (5) any prior position as a director, officer, or
employee of a depository institution or any company controlling a
depository institution, (6) any other information regarding such
person that would be required pursuant to paragraphs (a), (e) and (f)
of Item 401 of Regulation S-K adopted by the Securities and Exchange
Commission (or the corresponding provisions of any regulations
subsequently adopted by the Securities and Exchange Commission
applicable to the Corporation) to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange
Commission had such person been nominated, or intended to be
nominated, by the Board of Directors, and (7) the written consent of
each nominee to serve as a director of the Corporation if so elected,
and (B) as to the shareholder giving the notice, (1) the name and
record address of such shareholder, (2) a representation that the
shareholder is a holder of record of shares 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, (3) a description of all arrangements or understandings
between the shareholder 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 the shareholder, and (4)
the class and number of shares of capital stock of the Corporation
which are beneficially owned (within the meaning of Rule 13d-3
promulgated under the Securities Exchange Act of 1934, as amended) by
such shareholder.
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No person shall be eligible for election as a director unless nominated in
compliance with the foregoing procedure.
Section 5. Quorum, Adjournments, and Manner of
Acting. Except as otherwise provided by law, the Articles of Incorporation of
the Corporation, or these Regulations, a majority of the entire authorized
Board of Directors shall constitute a quorum for the transaction of business at
any meeting of the Board. Except as otherwise provided by law, the Articles of
Incorporation of the Corporation, or these Regulations, the affirmative vote of
a majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board. In the absence of a quorum, a majority of the
directors present at a meeting duly held may adjourn the meeting to another
time and place. At any adjourned meeting at which a quorum is present, any
business may be transacted which might have been transacted at the originally
called meeting.
Notwithstanding the foregoing provisions of this
Section 5, the affirmative vote of at least two-thirds of the entire authorized
Board of Directors shall be required for the approval of any of the following
transactions: (a) any merger or consolidation of the Corporation (i) with any
interested shareholder, as such term is defined in Chapter 1704 of the Ohio
General Corporation Law, or (ii) with any other corporation if the merger or
consolidation is caused by any interested shareholder, (b) any recommendation
or approval of any transaction as a result of which any person will become an
interested shareholder, (c) any merger or consolidation involving the
Corporation and any other corporation with assets having an aggregate book
value equal to 50% or more of the aggregate book value of all the assets of the
Corporation determined on a consolidated basis, (d) any liquidation or
dissolution of the Corporation, (e) any sale, lease, exchange, mortgage,
pledge, transfer, or other disposition (in one transaction or a series of
transactions) to or with an interested shareholder of assets of the Corporation
which assets have an aggregate book value equal to 10% or more of the aggregate
book value of all the assets of the Corporation determined on a consolidated
basis, (f) any sale, lease, exchange, mortgage, pledge, transfer, or other
disposition (in one transaction or a series of transactions) to or with any
person of assets of the Corporation which assets have an aggregate book value
equal to 25% or more of the aggregate book value of all the assets of the
Corporation determined on a consolidated basis, (g) any transaction which
results in the issuance or transfer by the Corporation of more than 15% of the
voting stock of the Corporation to any person,
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(h) any transaction involving the Corporation which has the effect, directly or
indirectly, of increasing the proportionate share of the stock or securities of
any class or series of the Corporation which is owned by an interested
shareholder, (i) any transaction requiring the amendment of any provision of
the Articles of Incorporation of the Corporation if to amend such provision
otherwise would require an affirmative vote of at least two-thirds of the
entire authorized Board of Directors or any transaction requiring the amendment
of any provision of these Regulations if to amend such provision otherwise
would require an affirmative vote of at least two-thirds of the entire
authorized Board of Directors of the Corporation (provided, however, if the
amendment of any provision of these Regulations requires an affirmative vote of
more than two-thirds of the entire authorized Board of Directors, any
transactions having the same effect may only be authorized by the vote required
to amend such provision of these Regulations), and (j) any receipt by an
interested shareholder, other than proportionately as a shareholder of the
Corporation, of the benefit, directly or indirectly, of any loans, advances,
guarantees, pledges, or other financial benefits provided through the
Corporation.
Section 6. Place of Meeting. The Board of Directors
may hold its meetings at such place or places within or without the State of
Ohio as the Board may from time to time determine or as shall be specified or
fixed in the respective notices or waivers of notice thereof.
Section 7. Regular Meetings. Regular meetings of
the Board of Directors shall be held at such times and places as the Board
shall from time to time determine. If any day fixed for a regular meeting
shall be a legal holiday under the laws of the place where the meeting is to be
held, the meeting which would otherwise be held on that day shall be held at
the same hour on the next succeeding business day or at such other time and
place as the Board shall determine.
Section 8. Special Meetings. Special meetings of
the Board of Directors shall be held whenever called by the Chairman of the
Board or the President or by a majority of the directors then in office.
Section 9. Notice of Meetings. Notice of regular
meetings of the Board of Directors or of any adjourned meeting thereof need not
be given. Notice of each special meeting of the Board shall be mailed to each
director, addressed to such director at such director's residence or usual
place of business, at least two days before the day on which the meeting is to
be held or shall
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be sent to such director at such place by telegraph, telex, or telecopier (or
similar facsimile transmission), or be given personally or by telephone, not
later than the day before the meeting is to be held, but notice need not be
given to any director who shall, either before or after the meeting, submit a
signed waiver of such notice or who shall attend such meeting without
protesting prior to or at its commencement, the lack of notice to such
director. Every such notice shall state the time and place but need not state
the purpose of the meeting.
Section 10. Participation in Meeting by Means of
Communications Equipment. Any one or more members of the Board of Directors or
any committee thereof may participate in any meeting of the Board or of any
such 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 in a meeting shall constitute presence in
person at such meeting.
Section 11. Action Without Meeting. Any action
required or permitted to be taken at any meeting of the Board of Directors or
any committee thereof may be authorized or taken without a meeting with the
affirmative vote or approval of, and in a writing or writings signed by, all
the directors or all the committee members and if the writing or writings are
filed with or entered upon the records of the Corporation.
Section 12. Resignations. Any director of the
Corporation may resign at any time by oral statement to that effect made at a
meeting of the Board of Directors or any committee thereof or by giving written
notice to the Board of Directors, the Chairman of the Board, the President, or
the Secretary of the Corporation. Such resignation shall take effect at the
date of receipt of such notice or at any later date specified therein and,
unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.
Section 13. Removal of Directors. The Board of
Directors may remove any director and thereby create a vacancy on the Board:
(a) if by order of court he has been found to be of unsound mind or if he is
adjudicated a bankrupt or (b) if within 60 days from the date of his election
he does not qualify by accepting in writing his election to such office or by
acting at a meeting of directors.
All the directors, or all of the directors of a
particular class, or any individual director, may be
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removed from office, without assigning any cause, by the affirmative vote of
the holders of shares entitling them to exercise three- quarters of the voting
power of the Corporation entitled to elect directors in place of those to be
removed. In case of any such removal, a new director nominated in accordance
with Section 4 of this Article II may be elected at the same meeting for the
unexpired term of each director removed. Failure to elect a director to fill
the unexpired term of any director removed shall be deemed to create a vacancy
on the Board.
Section 14. Vacancies. Any vacancies on the Board
of Directors resulting from death, resignation, removal, or other cause shall
only be filled by the affirmative vote of two-thirds of the remaining directors
then in office, even though less than a quorum of the Board of Directors, or by
a sole remaining director. Newly created directorships resulting from any
increase in the number of directors by action of the Board of Directors shall
be filled by the affirmative vote of two-thirds of the directors then in
office, or if not so filled, by the shareholders at the next annual meeting
thereof or at a special meeting called for that purpose in accordance with
Section 3 of Article I of these Regulations. In the event the shareholders
increase the authorized number of directors in accordance with these
Regulations but fail at the meeting at which such increase is authorized, or an
adjournment of that meeting, to elect the additional directors provided for, or
if the shareholders fail at any meeting to elect the whole authorized number of
directors, such vacancies may be filled by the affirmative vote of two-thirds
of the directors then in office. Any director elected in accordance with the
three preceding sentences of this Section 14 shall hold office for the
remainder of the full term of the class of directors in which the new
directorship was created or the vacancy occurred and until such director's
successor shall have been elected and qualified. Notwithstanding the foregoing
provisions of this Section 14, through December 31, 1998, the Board of
Directors shall only fill vacancies (however caused) with persons or candidates
who have been nominated or approved by the affirmative vote of three-quarters
of the entire authorized Board of Directors and three-quarters of the members
of the Nominating Committee, if any, or, if the Nominating Committee is unable,
for any reason, to approve by the requisite vote a nomination to fill a vacancy
of a particular director or directors, such vacancy shall be filled instead by
the affirmative vote of two-thirds of the entire authorized Board of Directors
and the applicable committee, if any, contemplated by the provisos in Section
4(a) of this Article II. The provisions of this Section 14 shall not restrict
the rights of holders of any
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class or series of preferred stock of the Corporation to fill vacancies in
directors elected by such holders as provided by the express terms of the
preferred stock.
ARTICLE III
EXECUTIVE AND OTHER COMMITTEES
Section 1. Executive Committee. The Board of
Directors may, by resolution adopted by the affirmative vote of at least
two-thirds of the entire authorized Board, designate annually (i) four or more
of its members to constitute members of an Executive Committee of the Board of
Directors of the Corporation (the "Executive Committee") and (ii) one or more
of its members to be alternate members of the Executive Committee to take the
place of any absent member or members at any meeting of the Executive
Committee. In accordance with the Merger Agreement, it is intended that
through December 31, 1998, two of the members of the Executive Committee shall
be Victor J. Riley, Jr. and Robert W. Gillespie, as long as they are directors
of the Corporation. The Executive Committee shall have and may exercise,
between meetings of the Board, all the powers and authority of the Board in the
management of the business and affairs of the Corporation, including, without
limitation, the power and authority to declare a dividend and to authorize the
issuance of stock, and may authorize the seal of the Corporation to be affixed
to all papers which may require it, except that the Executive Committee shall
not have such power or authority in reference to filling vacancies on the Board
or on any committee of the Board, including the Executive Committee.
The Board shall have power at any time by the
affirmative vote of at least two-thirds of the entire authorized Board to
change the membership of the Executive Committee, to fill all vacancies in it,
and to discharge it, either with or without cause.
Section 2. Nominating Committee. The provisions of
this Section 2 shall apply through December 31, 1998. In accordance with the
Merger Agreement, it is intended that the Board of Directors will, by
resolution adopted by the affirmative vote of at least two-thirds of the entire
authorized Board, designate annually four of its members to constitute members
of a Nominating Committee of the Board of Directors of the Corporation (the
"Nominating Committee") and that the Nominating Committee will consist of two
individuals who were serving as directors of KeyCorp at the Effective Time (one
of whom shall be Victor J. Riley, Jr., as long as he
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shall be a director of the Corporation), and two individuals who were serving
as directors of Society Corporation at the Effective Time (one of whom shall be
Robert W. Gillespie, as long as he shall be a director of the Corporation).
Vacancies on the Nominating Committee will be promptly filled by the Board of
Directors. The Board of Directors shall have the power at any time, by the
affirmative vote of at least two-thirds of the entire authorized Board, to
change the membership of, to fill all vacancies in, and to discharge the
Nominating Committee, either with or without cause.
Section 3. Other Committees. The Board of Directors
may, by resolution adopted by the affirmative vote of at least two-thirds of
the entire authorized Board, designate from among its members one or more other
committees, each of which shall (i) consist of not less than three directors,
together with such alternates as the Board of Directors may appoint to take the
place of any absent member or members at any meeting of such committee, and
(ii) except as otherwise prescribed by law, have such authority of the Board as
may be specified in the resolution of the Board designating such committee.
The Board shall have power at any time, by the affirmative vote of at least
two-thirds of the entire authorized Board, to change the membership of, to fill
all vacancies in, and to discharge any such committee, either with or without
cause.
Section 4. Procedure, Meetings, and Quorum. Regular
meetings of the Executive Committee or any other committee of the Board of
Directors, of which no notice shall be necessary, may be held at such times and
places as may be fixed by a majority of the members thereof. Special meetings
of the Executive Committee or any other committee of the Board shall be called
at the request of the Chairman of the Board or the President or the Chairman of
any committee. Notice of each special meeting of the Executive Committee or
any other committee of the Board shall be sent by mail to each member thereof
at such member's residence or usual place of business, at least two days before
the day on which the meeting is to be held, or shall be sent to such member at
such place by telegraph, telex, or telecopier (or similar facsimile
transmission), or be given personally or by telephone to each member thereof
not later than the day before the day on which the meeting is to be held, but
notice need not be given to any member who shall, either before or after the
meeting, submit a signed waiver of such notice or who shall attend such meeting
without protesting, prior to or at its commencement, the lack of such notice to
such member. Any special meeting of the Executive Committee or any other
committee of the Board shall be a legal meeting without any notice thereof
having
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been given, if all the members thereof shall be present thereat. Notice of any
adjourned meeting of any committee of the Board need not be given. The
Executive Committee or any other committee of the Board may adopt such rules
and regulations not inconsistent with the provisions of law, the Articles of
Incorporation of the Corporation, or these Regulations for the conduct of its
meetings as the Executive Committee or any other committee of the Board may
deem proper. A majority of the members of the Executive Committee or any other
committee of the Board shall constitute a quorum for the transaction of
business at any meeting, and the vote of a majority of the members thereof
present at any meeting at which a quorum is present shall be the act of such
committee. The Executive Committee or any other committee of the Board of
Directors shall keep written minutes of its proceedings and shall report on
such proceedings to the Board.
Section 5. Chairman of the Executive Committee. The
Chairman of the Executive Committee shall, if present, preside at the meetings
of the Executive Committee. In the absence of the Chairman of the Executive
Committee, the President shall preside at such meetings.
ARTICLE IV
OFFICERS
Section 1. Number and Term of Office. The
Corporation shall have a Chief Executive Officer and a President and may have a
Chief Operating Officer, one or more Vice Presidents, one or more of whom may
be designated as Executive or Senior Vice Presidents or by similar titles, a
Treasurer, a Secretary, and such other officers or agents, subordinate to the
Chief Executive Officer and the President, with such titles as the Board of
Directors may from time to time determine, each to have such authority,
functions, or duties as in these Regulations provided or as the Board may from
time to time determine, and, except as provided in Section 2 of this Article
IV, each to hold office for such term as may be prescribed by the Board and
until such person's successor shall have been chosen and shall qualify or until
such person's death, retirement, resignation, or removal as provided in Section
4 of this Article IV. Subject to the provisions of Section 2 of this Article
IV, one person may hold and perform the duties of any two or more of said
offices; provided, however, that no officer shall execute, acknowledge, or
verify any instrument in more than one capacity if such instrument is required
by law, the Articles of Incorporation of the Corporation, or these
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Regulations to be executed, acknowledged, or verified by two or more officers.
Section 2. Chief Executive Officer and President
Through December 31, 1998. The most senior officer of the Corporation shall be
the President, who also shall be the Chief Executive Officer of the Corporation
(and may use the term "Chief Executive Officer" as part of his title) except
during periods when there is a separate office of Chief Executive Officer, in
which case the officer holding the separate office of Chief Executive Officer
shall be the most senior officer of the Corporation and the President shall be
the second most senior officer. Pursuant to the Merger Agreement, at the
Effective Time Victor J. Riley, Jr. is the Chief Executive Officer of the
Corporation for a term expiring on December 31, 1995, or upon his earlier
death, retirement, resignation, or removal as provided in the last sentence of
Section 4 of this Article IV. There shall be a separate office of Chief
Executive Officer of the Corporation during the period from the Effective Time
until December 31, 1995 or any earlier date on which Victor J. Riley, Jr.
ceases for any reason (including death, retirement, resignation, or removal as
provided in the last sentence of Section 4 of this Article IV) to be Chief
Executive Officer, and as long as Victor J. Riley, Jr. is the Chief Executive
Officer, he shall also hold the office of Chairman of the Board (which for such
period shall be an office of the Corporation), but there shall be no separate
office of Chief Executive Officer after December 31, 1995 or any earlier date
on which Victor J. Riley, Jr. ceases for any reason (including death,
retirement, resignation, or removal as provided in the last sentence of Section
4 of this Article IV) to be Chief Executive Officer of the Corporation and
after such date the title "Chairman of the Board" shall only be a director
position and not an officer position. Pursuant to the Merger Agreement, at the
Effective Time, Robert W. Gillespie is the President of the Corporation for a
term expiring on December 31, 1998, or upon his earlier death, retirement,
resignation, or removal as provided in the last sentence of Section 4 of this
Article IV. Accordingly, at such time (which in no event shall be later than
December 31, 1995) as Victor J. Riley, Jr. ceases for any reason to hold the
separate office of Chief Executive Officer, Robert W. Gillespie shall, by
virtue of being President, also be the Chief Executive Officer through the
expiration of his term on December 31, 1998, or until his earlier death,
retirement, resignation, or removal as provided in the last sentence of Section
4 of this Article IV. In addition, pursuant to the Merger Agreement, at the
Effective Time, Robert W. Gillespie is the Chief Operating Officer of the
Corporation for a term expiring on
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the date on which Victor J. Riley, Jr. ceases to be the Chief Executive Officer
(which in no event shall be later than December 31, 1995). On December 31,
1995, Victor J. Riley, Jr. shall retire from all positions he then holds as an
officer of the Corporation and as an officer or employee of any or all of its
subsidiaries and shall no longer be an officer of the Corporation or an
officer, employee, or director of any of its subsidiaries. During the terms of
their respective Employment Agreements, Victor J. Riley, Jr. and Robert W.
Gillespie shall have the respective powers, and perform the respective duties,
set forth in each of their respective Employment Agreements (and applicable
exhibits, if any, thereto), dated October 1, 1993, with Society Corporation.
Any modification, amendment, or failure to honor the terms of either of such
Employment Agreements at any time during their respective terms shall require
the affirmative vote of three-quarters of the entire authorized Board of
Directors. As used in these Regulations, (i) "Effective Time" shall have the
meaning assigned to it in the Supplemental Agreement to Agreement and Plan of
Merger, dated as of October 1, 1993, by and between Society Corporation and
KeyCorp and (ii) "Merger Agreement" shall mean the Agreement and Plan of Merger
and the related Supplemental Agreement to Agreement and Plan of Merger, both
dated as of October 1, 1993, by and between Society Corporation and KeyCorp.
The provisions of this Section 2 shall apply through December 31, 1998.
Section 3. Authority and Duties of Officers. The
officers of the Corporation shall have such authority and shall perform such
duties as are customarily incident to their respective offices, or as may be
determined by the Board of Directors, regardless of whether such authority and
duties are customarily incident to such offices.
Section 4. Removal. Except as provided in the last
sentence of this Section 4, any officer may at any time be removed, either with
or without cause, by the Board of Directors or any authorized committee
thereof, or, except in the case of any officer elected by the Board or an
authorized committee thereof, by any superior officer upon whom such power may
be conferred by the Board or any authorized committee thereof, in any case
without prejudice to the contract rights, if any, of such officer.
Notwithstanding the foregoing, through December 31, 1998, neither Victor J.
Riley, Jr. nor Robert W. Gillespie shall be removed by action of the Board of
Directors from any office held by either of them except by the affirmative vote
of three-quarters of the entire authorized Board of
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Directors, and in any case without prejudice to the contract rights of either
of them.
Section 5. Resignation. Any officer may resign at
any time by giving notice to the Board of Directors, the Chief Executive
Officer, the President, or the Secretary of the Corporation. Any such
resignation shall take effect at the date of receipt of such notice or at any
later date specified therein and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Section 6. Vacancies. Except as provided in Section
2 of this Article IV with respect to a vacancy in the office of Chief Executive
Officer, a vacancy in any office because of death, retirement, resignation,
removal, or any other cause may be filled in the manner prescribed in these
Regulations for election to such office.
ARTICLE V
INDEMNIFICATION
The Corporation shall indemnify, to the full extent
permitted or authorized by the Ohio General Corporation Law as it may from time
to time be amended, any person made or threatened to be made a party to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, by reason of the fact that he is or
was a director, officer, or employee of the Corporation, or is or was serving
at the request of the Corporation as a director, trustee, officer, or employee
of a bank, other corporation, partnership, joint venture, trust, or other
enterprise. In the case of a merger into this Corporation of a constituent
corporation which, if its separate existence had continued, would have been
required to indemnify directors, officers, or employees in specified situations
prior to the merger, any person who served as a director, officer, or employee
of the constituent corporation, or served at the request of the constituent
corporation as a director, trustee, officer, or employee of a bank, other
corporation, partnership, joint venture, trust, or other enterprise, shall be
entitled to indemnification by this Corporation (as the surviving corporation)
for acts, omissions, or other events or occurrences prior to the merger to the
same extent he would have been entitled to indemnification by the constituent
corporation if its separate existence had continued. The indemnification
provided by this Article V shall not be deemed exclusive of any other rights to
which any person
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seeking indemnification may be entitled under the Articles of Incorporation of
the Corporation or these Regulations, or any agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, trustee,
officer, or employee and shall inure to the benefit of the heirs, executors,
and administrators of such a person.
ARTICLE VI
CAPITAL STOCK
Section 1. Certificates for Shares. Certificates
representing shares of stock of each class of the Corporation, whenever
authorized by the Board of Directors, shall be in such form as shall be
approved by the Board or by the Chairman of the Board or President or a Vice
President and the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer. The certificates representing shares of stock of each
class shall be signed by, or in the name of, the Corporation by the Chairman of
the Board or the President or a Vice President and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer of the
Corporation. Any or all such signatures may be facsimiles, engraved, stamped,
or printed if countersigned by an incorporated transfer agent or registrar.
Although any officer, transfer agent or registrar whose manual or facsimile
signature is affixed to such a certificate ceases to be such officer, transfer
agent, or registrar before such certificate has been delivered, such
certificate nevertheless shall be effective in all respects when delivered.
The Corporation may issue shares of any class of its capital stock without
issuing certificates therefor.
Section 2. Transfer of Shares. Transfers of shares
of stock of each class of the Corporation shall be made only on the books of
the Corporation by the holder thereof, or by such holder's attorney thereunto
authorized by a power of attorney duly executed and filed with the Secretary of
the Corporation or a transfer agent for such stock, if any, and on surrender of
the certificate or certificates for such shares properly endorsed or
accompanied by a duly executed stock transfer power and the payment of all
taxes thereon. The person in whose name shares stand on the books of the
Corporation shall be deemed the owner thereof for all purposes as regards the
Corporation. No transfer of shares shall be valid as against the Corporation
and its shareholders and creditors
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for any purpose until it shall have been entered in the stock records of the
Corporation by an entry showing from and to whom transferred.
Section 3. Lost, Destroyed, and Mutilated
Certificates. The holder of any share of stock of the Corporation shall
immediately notify the Corporation of any loss, theft, destruction, or
mutilation of the certificate therefor; the Corporation may issue to such
holder a new certificate or certificates for shares, upon the surrender of the
mutilated certificate or, in the case of loss, theft, or destruction of the
certificate, upon satisfactory proof of such loss, theft, or destruction; the
Corporation, or the transfer agents and registrars for the stock, may, in their
discretion, require the owner of the lost, stolen, or destroyed certificate, or
such person's legal representative, to provide the Corporation a bond in such
sum and with such surety or sureties as they may direct to indemnify the
Corporation and such transfer agents and registrars against any claim that may
be made on account of the alleged loss, theft, or destruction of any such
certificate or the issuance of such new certificate.
Section 4. Regulations. The Board of Directors may
make such additional rules and regulations as it may deem expedient concerning
the issue and transfer of certificates representing shares of stock of each
class of the Corporation and may make such rules and take such action as it may
deem expedient concerning the issue of certificates in lieu of certificates
claimed to have been lost, destroyed, stolen, or mutilated.
ARTICLE VII
RECORD DATES
For any lawful purpose, including the determination
of the shareholders who are entitled to receive notice of or to vote at a
meeting of the shareholders, the Board of Directors may fix a record date in
accordance with the provisions of the Ohio General Corporation Law. The record
date for the purpose of the determination of the shareholders who are entitled
to receive notice of or to vote at a meeting of the shareholders shall continue
to be the record date for all adjournments of the meeting unless the Board of
Directors or the persons who shall have fixed the original record date shall,
subject to the limitations set forth in the Ohio General Corporation Law, fix
another date and shall cause notice thereof and of the date to which the
meeting shall have been adjourned to be given to shareholders of
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record as of the newly fixed date in accordance with the same requirements as
those applying to a meeting newly called. The Board of Directors may close the
share transfer books against transfers of shares during the whole or any part
of the period provided for in this Article VII, including the date of the
meeting of the shareholders and the period ending with the date, if any, to
which adjourned. If no record date is fixed therefor, the record date for
determining the shareholders who are entitled to receive notice of a meeting of
the shareholders shall be the date next preceding the day on which notice is
given, and the record date for determining the shareholders who are entitled to
vote at a meeting of shareholders shall be the date next preceding the day on
which the meeting is held.
ARTICLE VIII
CORPORATE SEAL
The corporate seal of this Corporation shall be
circular in form and shall contain the name of the Corporation. Failure to
affix the seal to any instrument or document executed on behalf of the
Corporation shall not affect the validity of such instrument or document unless
otherwise expressly provided by law.
ARTICLE IX
OFFICES
The headquarters and principal executive offices of
the Corporation shall be located in the City of Cleveland, County of Cuyahoga,
State of Ohio. The Corporation may also have such other office or offices, and
keep the books and records of the Corporation, except as may otherwise be
required by law, at such other place or places, either within or without the
State of Ohio, as the Board of Directors may from time to time determine or the
business of the Corporation may require.
ARTICLE X
AMENDMENTS
Until December 31, 1998, the provisions of this
Article X, Sections 1, 2, 3, 4, 13, and 14 of Article II, Section 2 of Article
III, Sections 2 and 4 of Article IV, and Article IX may only be amended,
repealed,
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or altered (i) by the affirmative vote of the holders of shares entitling them
to exercise three-quarters of the voting power of the Corporation on such
proposal, (ii) if such amendment, repeal, or alteration is recommended by
three-quarters of the entire authorized Board of Directors, by the affirmative
vote of the holders of shares entitling them to exercise a majority of the
voting power of the Corporation on such proposal, or (iii) without a meeting,
by the written consent of the holders of shares entitling them to exercise 100%
of the voting power of the Corporation on such proposal. Until December 31,
1998, any Regulations other than those Regulations specifically listed in the
immediately preceding sentence, and after December 31, 1998, any Regulations,
may be adopted, amended, repealed, or altered (i) by the affirmative vote of
the holders of shares entitling them to exercise three- quarters of the voting
power of the Corporation on such proposal, (ii) if such adoption, amendment,
repeal, or alteration, is recommended by two-thirds of the entire authorized
Board of Directors, by the affirmative vote of the holders of shares entitling
them to exercise a majority of the voting power of the Corporation on such
proposal, or (iii) without a meeting, by the written consent of the holders of
shares entitling them to exercise 100% of the voting power of the Corporation
on such proposal.
It is the intent that these Regulations be enforced
to the maximum extent permitted by law. If in any judicial proceeding, a court
shall refuse to enforce any provision of these Regulations for the reason that
such provision is deemed to be unenforceable or invalid under applicable law,
then it is the intent that such otherwise unenforceable or invalid provision be
enforced and valid to the maximum extent permitted by applicable law. The
invalidity or unenforceability of any provision of these Regulations shall not
invalidate or render unenforceable any other provision of these Regulations, as
each provision is intended to be severable.
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