Exhibit 4.7
AMENDED AND RESTATED BY-LAWS
OF
DST SYSTEMS, INC.
A DELAWARE CORPORATION
AS AMENDED AND RESTATED ON FEBRUARY 26, 2004
ARTICLE I
MEETINGS OF STOCKHOLDERS
Section 1. PLACE OF MEETINGS. Meetings of stockholders for any purpose may
be held at such time and place, within or without the State of Delaware, as
shall be designated by the Board of Directors and stated in the notice of the
meeting.
Section 2. ANNUAL MEETINGS. The annual meeting of the stockholders, at
which they shall elect directors and transact such other business as may
properly be brought before the meeting, shall be held on the second Tuesday of
May in each year unless the Board of Directors shall designate some other date
therefor in April, May or June.
To be properly brought before the meeting, business must be either (i)
specified in the notice of the meeting (or any supplement thereto) given by or
at the direction of the Board of Directors, (ii) otherwise properly brought
before the meeting by or at the direction of the Board of Directors, or (iii)
otherwise properly brought before the meeting by a stockholder. In addition to
any other applicable requirements, for business to be properly brought before
the meeting by a stockholder, the stockholder must have delivered timely notice
thereof in writing to the Secretary of the Corporation. To be timely, such a
stockholder's notice must be delivered not less than 90 days nor more than 120
days prior to the anniversary of the last annual meeting of the Corporation. In
the event that the annual meeting is designated by the Board of Directors to be
held at a date other than the second Tuesday in May and public announcement of
such meeting
by the Corporation is made less than 60 days prior to such meeting, the
stockholder's notice must be so delivered not later than 15 days following the
day on which such public announcement was first made by the Corporation, and not
earlier than 120 days prior to such annual meeting. For purposes of these
Bylaws, "public announcement" shall mean disclosure (i) in any press release
distributed by the Corporation, (ii) published by the Corporation on its website
or (iii) included in a document publicly filed by the Corporation with the
Securities and Exchange Commission. A stockholder's notice to the Secretary
shall set forth as to each matter the stockholder proposes to bring before the
meeting (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 of the stockholder proposing such business, (iii) the class and
number of shares of capital stock of the Corporation which are beneficially
owned by the stockholder and the name and address of record under which such
stock is held and (iv) any material interest of the stockholder in such
business.
Notwithstanding anything in these By-Laws to the contrary, no business
shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Section 2 of Article I; PROVIDED, HOWEVER, that
nothing in this Section 2 of Article I shall be deemed to preclude discussion by
any stockholder of any business properly brought before the annual meeting.
The Chairman of the annual meeting shall have the power to determine
whether or not business was properly brought before the meeting in accordance
with the provisions of this Section 2 of Article I, and, if the Chairman should
determine that any such business was not properly brought before the meeting,
the Chairman shall so declare to the meeting and any such business shall not be
transacted.
Section 3. NOTICE OF ANNUAL MEETINGS. Written notice of each annual meeting
of the stockholders stating the place, day and hour of the meeting, shall be
given to each stockholder entitled to vote thereat, not less than ten (10) nor
more than sixty (60) days before the date of the meeting.
Section 4. QUORUM. Except as otherwise required by statute, by the
Certificate of Incorporation or by these By-Laws, the presence, in person or by
proxy, of stockholders holding a majority in number of shares of the stock
issued and outstanding and entitled to vote, shall constitute a quorum at all
meetings of the stockholders. If, at any such meeting, such quorum shall not be
present or represented, the stockholders present in person or by proxy shall
have power to adjourn the meeting from time to time without notice other than
announcement at the meeting until a quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present in person or by proxy,
any business may be transacted which might have been transacted at the meeting
as originally noticed.
Section 5. VOTING. The holders of Common Stock shall be entitled to vote on
the basis of one vote for each share held, except that in all elections for
directors, each stockholder shall have the right to cast as many votes in the
aggregate as shall equal the number of voting shares held by him, multiplied by
the number of directors to be elected at such election, and each stockholder may
cast the whole number of votes he has the right to cast either in person or by
proxy, for one candidate or distribute them among two or more candidates. The
Preferred Stock shall have such voting rights as may be provided in applicable
Certificates of Designation. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize, either in writing or by electronic
transmission, another person or persons to act for him or her by proxy, the form
of which is
reasonably acceptable to the Corporation's Secretary; provided, however, that no
proxy shall be voted or acted upon after three years from its date, unless the
proxy provides for a longer period.
Section 6. LIST OF STOCKHOLDERS ENTITLED TO VOTE. The Board of Directors
shall cause the officer who has charge of the stock ledger of the corporation to
prepare and make, at least ten (10) days before every election of directors, a
complete list of the stockholders entitled to vote at said election, arranged in
alphabetical order, showing the address of and the number of shares of common
stock and preferred stock registered in the name of each stockholder. Such list
shall be open to the examination of any stockholder, for any purpose germane to
the meeting, during ordinary business hours, for a period of at least ten (10)
days prior to the election, either at a place within the city where the meeting
is to be held, which place shall be specified in the notice of the meeting, or,
if not so specified, at the place where said meeting is to be held and the list
shall be produced and kept at the time and place of election during the whole
time thereof, and subject to the inspection of any stockholder who may be
present.
Section 7. INSPECTORS. For each meeting of stockholders there shall be
appointed by the Board of Directors or by the Chairman of the meeting three (3)
inspectors of election. If any inspector shall fail or be unable to serve as
inspector or for any reason be unable to complete his duties, an alternate
inspector shall be appointed by the Board of Directors or the Chairman of the
meeting. The inspectors of election shall examine and canvass the proxies and
ballots, and make and submit a signed report of the votes cast at the meeting,
which shall be entered at large upon the records.
Section 8. INSPECTORS' OATH. An inspector, before he enters into the duties
of his office, shall take and subscribe an oath substantially in the following
form before any officer authorized by law to administer oaths:
"I do solemnly swear that I will execute the duties of an inspector of
the election now to be held with strict impartiality and according to
the best of my ability."
Section 9. SPECIAL MEETING. Special meetings of the stockholders for any
purpose or purposes may be called only in accordance with Article Fifth, Section
E of the Certificate of Incorporation of the Corporation.
Section 10. ORGANIZATION. The Chairman of the Board of Directors, and, if
none or in his absence, the Chief Executive Officer, the President or one of the
Vice Presidents, shall call meetings of the stockholders to order and act as
Chairman of such meeting. In the absence of all these officers, the Board of
Directors may appoint a Chairman of the meeting. The Secretary of the
Corporation shall act as secretary at all meetings of the stockholders; but the
Board of Directors may designate an Assistant Secretary for that purpose before
the meeting and, if no such designation shall have been made, then such
designation may be made by the Chairman of the meeting. The conduct of any
meeting of the stockholders shall be governed by such rules, regulations and
procedures as the Chairman of the meeting, in his sole and exclusive discretion
shall determine.
Section 11. STOCKHOLDER NOMINATION OF DIRECTORS. Only a stockholder who
owns beneficially at least one percent (1%) of the securities outstanding and
entitled to vote at a meeting of stockholders at which directors are to be
elected may seek to make a director nomination for such meeting to the Corporate
Governance/Nominating Committee and shall do so by delivering a notice in
writing (the "Stockholder's Notice") to the Secretary of the Corporation which
complies with, and sets forth the information required by, this Section. A
Stockholder's Notice relating to an Annual Meeting shall be submitted, not less
than 90 days, nor more than 120 days, prior to the anniversary of the last
annual meeting of the Corporation, to the
Corporate Governance/Nominating Committee. In the event that the Annual Meeting
is designated by the Board of Directors to be held at a date other than the
second Tuesday in May and public announcement of such meeting by the Corporation
is made less than 60 days prior to such meeting, the Stockholder's Notice must
be so delivered not later than 15 days following the day on which such public
announcement was first made by the Corporation, and not earlier than 120 days
prior to such Annual Meeting. To be timely for a special stockholders' meeting,
the Stockholder's Notice must be received by the Secretary of the Corporation
not later than 15 days following the day on which the first public announcement
of the date of such special stockholders' meeting was made by the Corporation.
For purposes of these Bylaws, "public announcement" shall mean disclosure (i) in
any press release distributed by the Corporation, (ii) published by the
Corporation on its website or (iii) included in a document publicly filed by the
Corporation with the Securities and Exchange Commission. The information
required in connection with each such nomination shall include: (a) as to each
nominee whom the stockholder proposes to nominate for election or re-election as
a director, (i) the name, age, business address and residence address of the
nominee, (ii) the principal occupation or employment of the nominee, (iii) the
class and number of shares of capital stock of the Corporation which are
beneficially owned by the nominee and (iv) any other information concerning the
nominee that would be required, under the rules of the Securities and Exchange
Commission, in a proxy statement soliciting proxies for the election of such
nominee; and (b) as to the stockholder giving the notice, (i) the name and
address of the stockholder and (ii) the class and number of shares of capital
stock of the Corporation which are beneficially owned by the stockholder and the
name and address of record under which such stock is held. The Stockholder's
Notice shall include a signed consent of each such nominee to serve as a
director of the Corporation, if elected. The Corporation may require any
proposed nominee or stockholder proposing a nominee to furnish such other
information as may reasonably be
required by the Corporate Governance/Nominating Committee to determine the
eligibility of such proposed nominee to serve as a director of the Corporation
or to properly complete any proxy or information statement used in connection
with the solicitation of proxies in connection with such Election Meeting.
Section 12. DEFECTIVE NOMINATIONS. No person shall be eligible to serve as
a director of the Corporation unless nominated in accordance with the procedures
set forth in this By-Law. The Chairman of the 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 By-Laws, and if he should so
determine, he shall so declare to the meeting and the defective nomination shall
be disregarded. Notwithstanding the foregoing provisions of this By-Law, a
stockholder shall also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder with
respect to the matters set forth in this By-Law.
ARTICLE II
BOARD OF DIRECTORS
Section 1. GENERAL POWERS. The general management of the business and
affairs and all the corporate powers of the Corporation shall be vested in and
exercised by its Board of Directors which shall exercise all of the powers of
the Corporation except such as are by statute, or by the Certificate of
Incorporation or by these By-Laws, conferred upon or reserved to the
stockholders. The directors shall act only as a Board and the individual
directors shall have no power as such.
Section 2. NUMBER, TERM AND QUALIFICATIONS. The number of directors shall
not be less than three nor more than eleven, the exact number of directors to be
determined from time to
time by resolution adopted by a majority of the whole Board. Directors need not
be stockholders.
The Board of Directors shall be divided into three classes as nearly equal
in number as reasonably possible. At each annual meeting of stockholders,
successors to directors of the class whose terms then expire shall be elected to
hold office for a term expiring at the third succeeding annual meeting of
stockholders. When the number of directors is changed, any newly created
directorships or any decrease in directorships shall be so apportioned among the
classes as to make all classes as nearly equal in number as possible and any
additional director of any class elected to fill a vacancy resulting from an
increase in such class shall hold office for a term that shall coincide with the
remaining term of the class.
Section 3. ELECTION OF DIRECTORS. Directors shall be elected at the annual
meetings of stockholders by ballot in the manner provided in these By-Laws and
the Certificate of Incorporation.
Section 4. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Newly created
directorships and vacancies which shall occur in the Board of Directors because
of death, resignation, disqualification or any other cause, may be filled by a
majority of the directors then in office, though less than a quorum, pursuant to
Section 223 of the General Corporation Law of Delaware and the Corporation's
Certificate of Incorporation. Such directors may, by resolution, eliminate any
vacant directorship thereby reducing the size of the whole Board of Directors
but in no event shall the size of the Board of Directors be reduced to less than
three directors. No decrease in the Board of Directors shall shorten the term of
any incumbent directors.
Section 5. RESIGNATIONS. Any director of the Corporation may resign at any
time by giving written notice to the President or to the Secretary of the
Corporation. Such resignation
shall take effect at the date of the receipt of such notice or at any later time
specified therein. Unless otherwise provided therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 6. ORGANIZATION. The Board of Directors shall hold its
organizational meeting as soon as practicable after the Annual Meeting of
Stockholders. The Chairman of the Board of Directors, or, if none or in his
absence, the President, shall preside at all meetings of the Board of Directors.
Section 7. PLACE OF MEETINGS. The Board of Directors may hold its meetings,
both regular and special, at such place or places, within or without the State
of Delaware as determined by the Board of Directors.
Section 8. REGULAR MEETINGS. Regular meetings of the Board of Directors may
be held without notice at such times and at such places as shall from time to
time be determined by the Board of Directors.
Section 9. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called at the request of the Chairman of the Board of Directors, the
Executive Committee, the President, or of any three members of the Board of
Directors. Notice of the time and place of such meeting shall be given either by
mail to each director at least three (3) days before such meeting or personally,
by telephone, courier, facsimile or other electronic means to each director at
least twelve (12) hours before such meeting.
Section 10. QUORUM. A majority of the Board of Directors shall be necessary
to constitute a quorum for the transaction of business except as otherwise
provided by statute, by the Certificate of Incorporation or by these By-Laws.
The act of a majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors. In
the absence of a quorum, a majority of the directors present may adjourn the
meeting from time to time until a quorum be present, without notice other than
by announcement at the meeting.
Section 11. REPORT TO STOCKHOLDERS. The President and Board of Directors
shall make a report or statement of the affairs of the Corporation at each
regular meeting of the stockholders subsequent to the first annual meeting.
Section 12. COMPENSATION. The directors may receive reasonable fees to be
determined from time to time by the Board of Directors for services actually
performed in attending meetings and for other services actually performed and
the expenses of attendance, if any, may be allowed for attendance at each
regular or special meeting of the Board of Directors. A director who is, at the
same time, an officer or employee of the Corporation or an officer or employee
of a subsidiary or affiliate more than 50% owned by the Corporation, shall not
be entitled to receive any compensation or fee for service as a director or as a
member of any committee of the Board of Directors.
Section 13. CONSENT OF DIRECTORS IN LIEU OF MEETING. Unless otherwise
restricted by the Certificate of Incorporation or By-Laws, any action required
or permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or Committee, as the case may be, consent thereto in writing and the
writing or writings are filed with the minutes of proceedings of the Board of
Directors or Committee.
Section 14. TELEPHONE MEETINGS. The Board of Directors, and all committees
thereof, may participate in a meeting of such Board or committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting
can hear each other, and participation in a meeting pursuant to this Section 14
shall constitute presence in person at such meeting.
ARTICLE III
COMMITTEES
Section 1. EXECUTIVE COMMITTEE; ORGANIZATION AND POWERS. There may be an
Executive Committee to consist of two or more directors, the number of which
being fixed from time to time by resolution adopted by a majority vote of the
whole Board of Directors. The Board of Directors shall elect the members of the
Executive Committee by vote of a majority of the whole Board of Directors and
one member of the Executive Committee shall be elected as Chairman by the vote
of a majority of the whole Board of Directors. The members of the Executive
Committee shall be elected annually at the Board's organizational meeting or as
soon thereafter as possible.
When the Board of Directors is not in session, the Executive Committee
shall have and may exercise all the powers of the Board of Directors in the
management of the business and affairs of the Corporation as permitted by
Delaware law in all cases in which specific directions shall not have been given
by the Board of Directors including, but not limited to, the power to declare
dividends on the common and preferred stock of the Corporation, and to authorize
the seal of the Corporation to be affixed to all papers which may require it.
The members of the Executive Committee shall act only as a committee and
individual members shall have no power as such.
Section 2. CORPORATE GOVERNANCE/NOMINATING COMMITTEE; ORGANIZATION AND
POWERS. There shall be a Corporate Governance/Nominating Committee to consist of
two or more directors
who are independent under and as required by applicable laws, regulations, and
stock exchange listing standards, the number of committee members being fixed
from time to time by resolution adopted by a majority vote of the whole Board of
Directors. The Board shall elect the members of the Corporate
Governance/Nominating Committee by vote of a majority of the whole Board of
Directors, and one member of the Corporate Governance/Nominating Committee shall
be elected its Chairman by vote of a majority of the whole Board of Directors.
The members of the Corporate Governance/Nominating Committee shall be elected
annually at the Board's organizational meeting or as soon thereafter as
possible.
The Corporate Governance/Nominating Committee shall have (a) the power and
duty to recommend to the Board of Directors suitable nominees for election to
the Board of Directors by the stockholders or by the remaining members of the
Board of Directors, to fill newly created directorships and any vacancies which
shall occur, and to recommend to the Board of Directors corporate governance
guidelines for the Corporation, and (b) the power to meet with and consider
suggestions from such other members of the Board of Directors, stockholders,
members of management, consultants and other persons, firms or corporations as
it deems necessary or advisable in the premises to assist it in making such
recommendations and to perform any other responsibilities the Board of Directors
confers upon it.
Section 3. COMPENSATION COMMITTEE; ORGANIZATION AND POWERS. There shall be
a Compensation Committee to consist of two or more directors who are independent
under and as required by applicable laws, regulations, and stock exchange
listing standards, the number of which being fixed from time to time by
resolution adopted by a majority vote of the whole Board of Directors. The Board
of Directors shall elect the members of the Compensation Committee by vote of a
majority of the whole Board of Directors, and one member of the Compensation
Committee shall be elected its Chairman by the vote of a majority of the whole
Board of Directors. The members of the Compensation Committee shall be elected
annually at the Board's organizational meeting or as soon thereafter as
possible.
The Compensation Committee shall have the power: to authorize and fix
salaries for any officers and any employees of the Corporation; to administer
the incentive compensation plans of the Corporation in accordance with the
powers and authority granted in such plans; to determine any incentive
allowances to be made to officers and staff of the Corporation and its
subsidiaries; to administer all stock option plans, stock purchase plans and
other equity ownership, compensation and benefit plans of the Corporation and
its subsidiaries; and to perform any other responsibilities the Board of
Directors confers upon it.
Section 4. AUDIT COMMITTEE; ORGANIZATION AND POWERS. There shall be an
Audit Committee to consist of three or more directors who are independent under
and as required by applicable laws, regulations, and stock exchange listing
standards, the number of Committee members being fixed from time to time by
resolution adopted by a majority vote of the whole Board of Directors. The Board
of Directors shall elect the members of the Audit Committee by vote of a
majority of the whole Board of Directors and one member of the Audit Committee
shall be elected as Chairman by a vote of a majority of the whole Board of
Directors. The members of the Audit Committee shall be appointed by the Board of
Directors to serve staggered three-year terms.
The Audit Committee shall have the power and the duty to meet with and
consider suggestions from members of management and of the Corporation's
internal audit staff, as well as with the Corporation's independent accountants,
concerning the financial operations of the Corporation. The Audit Committee
shall additionally have the power to review audited financial
statements of the Corporation and consider and recommend the employment of, and
approve the fee arrangement with, independent accountants for both audit
functions and for advisory and other consulting services and to perform any
other responsibilities the Board of Directors confers upon it.
Section 5. OTHER COMMITTEES. There shall be any other committees of the
Board of Directors as is established by the Board of Directors. The Board of
Directors shall fix the number of members of any such committee from time to
time by resolution adopted by a majority vote of the whole Board of Directors.
The Board of Directors may establish requirements for membership on any such
committee. The Board of Directors shall elect the members of any such committee
by vote of a majority of the whole Board of Directors, and one member of the
committee shall be elected its Chairman by the vote of a majority of the whole
Board of Directors. The Board of Directors shall establish and, if it chooses,
may stagger the terms of the members of any such committee. Any such committee
shall have the powers and duties the Board of Directors confers upon it.
Section 6. RULES, RECORDS AND REPORTS. The Committees may make and adopt
such rules and regulations governing their proceedings as they may deem proper
and which are consistent with the Certificate of Incorporation, these By-Laws,
and any applicable laws, regulations, or stock exchange listing standards. The
Committees shall keep a full and accurate record of all their acts and
proceedings and report the same from time to time to the Board of Directors.
Section 7. MEETINGS. Regular meetings of the Committees shall be held at
such times and at such places as from time to time may be fixed by the
Committees. Special meetings of the Committees may be held at such other times
as may in the judgment of the Chairman or, he
being absent, in the judgment of a committee member, be necessary. Notice of
regular meetings need not be given. Notice of special meetings shall be given to
each member by mail not less than three (3) days before the meeting or
personally, by courier, telephone, facsimile or other electronic means to each
member not less than twelve (12) hours before the meeting, unless the Chairman
of the Committee, or a member acting in that capacity in his absence, shall deem
a shorter notice expedient.
Section 8. QUORUM. A majority of members of a committee shall constitute a
quorum for the transaction of business and the act of a majority of those
present shall be the act of the committee (except with respect to the
Compensation Committee, in which any act of the Compensation Committee when
acting as the Stock Option Plan Committee under any stock option plan, must be
authorized and approved by at least two (2) members).
Section 9. SUBCOMMITTEES. A committee may appoint such subcommittees as it
shall deem necessary.
Section 10. VACANCIES. Any vacancy in a committee shall be filled by a
majority of the whole Board of Directors.
Section 11. SUBSTITUTE MEMBERS. Whenever at any time a member of any
committee shall be absent from a meeting of that committee and it shall be
necessary in order to constitute a quorum or, for other reason, it may be deemed
expedient or desirable, the member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute a quorum, may
unanimously designate a director (subject to the eligibility requirements
applicable to the committee) to serve and act in his stead; and in the event
that the absence of a committee member shall be prolonged, such substitute
member may, subject to the approval of the committee, continue to act for the
term of its duration. A director so designated
shall rank as a duly qualified member of the committee during incumbency, and
shall be entitled to participate in its deliberations with the same force and
effect as if elected in the manner herein elsewhere provided.
Section 12. COMPENSATION. Subject to the provisions of Section 12 of
Article II of these By-Laws, each member of any committee may receive a
reasonable fee to be fixed by the Board of Directors for services actually
performed in attending meetings, and for other services actually performed, and
shall receive expenses of attendance, if any actually incurred by him for
attendance at any meeting of the committee.
ARTICLE IV
OFFICERS, AGENTS AND EMPLOYEES
Section 1. ELECTION OF OFFICERS. The Board of Directors at its annual
organizational meeting, may elect a Chairman of the Board of Directors and shall
elect a President of the Corporation, who shall be a member of the Board of
Directors. The Board of Directors may elect a Chief Executive Officer and a
Chief Operating Officer.
Section 2. VICE PRESIDENTS. The Board of Directors may, in its discretion,
appoint one or more Executive Vice Presidents and one or more additional Vice
Presidents with such designations as the Board of Directors deems appropriate.
Section 3. OTHER OFFICERS. The Board of Directors shall appoint a Secretary
and a Treasurer. The Board of Directors may also appoint one or more Assistant
Secretaries, and one or more Assistant Treasurers, and appoint and designate the
titles of such other officers as the Board of Directors deems appropriate.
Section 4. POWERS, DUTIES AND RESPONSIBILITIES. The powers, duties and
responsibilities of the officers and employees of the Corporation, which are not
prescribed by statute, by the Certificate of Incorporation or by these By-Laws,
may be defined in rules or regulations adopted and from time to time or modified
or changed by the Board of Directors.
Section 5. VACANCIES. The Board of Directors shall, as soon as practicable,
fill any vacancy in the office of President. Any vacancy in any other office may
be filled temporarily by the Chairman of the Board of Directors, or President.
In case of temporary incapacity or absence of any of the officers, the Chairman
of the Board of Directors, or the President, may make an appointment pro tem and
confer on such appointee full power and authority to act in place of any of said
officers or appointees so temporarily incapacitated or absent; but such
appointment shall be subject to change by the Board of Directors or by the
Executive Committee at any regular or special meeting.
Section 6. RESIGNATIONS. Any officer may resign at any time giving written
notice to the President or to the Secretary of the Corporation. Such resignation
shall take effect at the date of the receipt of such notice, or at any later
time specified therein and, unless otherwise provided therein, the acceptance of
such resignation shall not be necessary to make it effective.
Section 7. REMOVALS. All officers and agents of the Corporation shall be
subject to removal with or without cause at any time by the affirmative vote of
a majority of the members of the Board of Directors present at any meeting. All
officers and employees not appointed by the Board of Directors shall hold their
positions at the discretion of the Executive Committee or of the officer
appointing them.
Section 8. TERM OF OFFICE. The officers of the Corporation shall hold
office for one year and until their successors shall have been duly elected or
appointed and qualified, or until they shall die, resign or be removed.
Section 9. SALARIES. The salaries of executive officers elected or
appointed by the Board of Directors or by the Executive Committee may be fixed
by the Compensation Committee. The salaries of all officers and employees not
fixed by the Compensation Committee shall be fixed by the President, or by the
heads of departments subject to the approval of the President; provided,
however, that the compensation of all officers and employees shall be subject to
the control of the Board of Directors or of the Compensation Committee.
No special compensation shall be paid to any officer or employee unless
authorized by the Board of Directors, the Executive Committee or the
Compensation Committee.
CHAIRMAN OF THE BOARD OF DIRECTORS
Section 10. DUTIES. The Chairman of the Board of Directors, if one is
elected, shall preside at all meetings of the Stockholders and the Board of
Directors at which he is present and perform such other duties as the Board of
Directors may prescribe. In his absence, the President shall discharge the
duties of the Chairman of the Board of Directors.
CHAIRMAN OF THE EXECUTIVE COMMITTEE
Section 11. DUTIES. The Chairman of the Executive Committee shall preside
at all meetings of the Executive Committee. In the absence of the Chairman of
the Executive Committee, his duties shall be discharged by the President.
PRESIDENT
Section 12. GENERAL POWERS AND DUTIES. The President shall have the general
care, supervision and control of the Corporation's business and operation in all
departments under control of the Board of Directors. The President shall have
such other powers and perform such other duties as the Board of Directors may
from time to time prescribe and shall perform such other duties as are
incidental to the office of President. In the event there is no Chairman of the
Board or in the absence or incapacity of the Chairman of the Board of Directors,
he shall preside at all meetings of the Board of Directors and stockholders.
Section 13. APPOINTMENTS. Except as otherwise provided by statute, the
Certificate of Incorporation, or these By-Laws, the President may employ such
persons as he shall deem necessary for the proper management of the business and
property of the Corporation.
VICE PRESIDENTS
Section 14. POWERS AND DUTIES. The Vice Presidents shall have such powers
and perform such duties as shall from time to time be conferred and prescribed
by the Board of Directors, the Executive Committee, the Chairman of the Board of
Directors or the President.
SECRETARY
Section 15. DUTIES. The Secretary, or, in his absence, an Assistant
Secretary, shall attend all meetings of the stockholders, of the Board of
Directors and of the Committees of the Board of Directors.
Section 16. NOTICE OF MEETINGS. The Secretary, or any Assistant Secretary,
shall give due notice of all meetings of the stockholders and of the Board of
Directors and of the Executive Committee, where such notice is required by law,
by the Certificate of Incorporation, by these By-Laws, by the Board of Directors
or by the Executive Committee.
Section 17. CUSTODY OF SEAL. The Secretary shall be custodian of the seal
of the Corporation and of its records, and of such papers and documents as may
be committed to his care by the Board of Directors or of the Executive
Committee. He shall have power to affix the seal of the Corporation to
instruments to which the same is authorized to be affixed by the Board of
Directors or by the Executive Committee, and shall have power to attest the
same. He shall perform such other duties as may be assigned to him by the
Chairman of the Board of Directors (if any), the President, the Board of
Directors or the Executive Committee, or as may be prescribed in the rules or
regulations to be adopted by the Board of Directors.
Section 18. DUTIES OF ASSISTANT SECRETARIES. The Assistant Secretary or
Secretaries shall perform the duties of the Secretary in his absence and such
duties as may be assigned to him or them by the Board of Directors, the
Executive Committee, the Chairman of the Board of Directors, or the President,
or as may be prescribed in the rules or regulations, if any, to be adopted by
the Board of Directors or the Executive Committee; and, he or they shall have
the power to affix the corporate seal to instruments and to attest the same, and
to sign the certificates of stock of the Corporation.
TREASURER
Section 19. DUTIES. The Treasurer shall receive, keep and disburse all
moneys, belonging or coming to the Corporation; he shall keep regular, true and
full accounts of all receipts and disbursements, and make detailed reports of
the same to the President, to the Board of Directors or to the Executive
Committee, through the Chairman of said Board of Directors or Committee, as and
when required.
Section 20. OTHER DUTIES. The Treasurer shall perform such other duties in
connection with the administration of the financial affairs of the Corporation
as the Board of Directors, the
Executive Committee, the Chairman of the Board of Directors, or the President
shall assign to him or as may be prescribed in the rules or regulations to be
adopted by the Board of Directors or the Executive Committee. The Treasurer
shall give bond in such amount as shall be required by the Board of Directors or
by the Executive Committee. Any Assistant Treasurer appointed pursuant to the
provisions of these By-Laws shall also give bond in such amount as shall be
required by the Board of Directors or by the Executive committee.
ARTICLE V
CERTIFICATE OF STOCK
Section 1. PROVISION FOR ISSUE, TRANSFER AND REGISTRATION. The Board of
Directors shall provide for the issue, transfer and registration of the capital
stock of the Corporation and for that purpose may appoint the necessary
officers, transfer agents and registrars of transfers.
Section 2. CERTIFICATES OF STOCK. Every holder of stock in the Corporation
shall be entitled to have a certificate, signed by, or in the name of the
Corporation by, the President or a Vice President and the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
Corporation, certifying the number of shares owned.
Section 3. FACSIMILE SIGNATURES OF CERTIFICATES. Where a certificate is
countersigned (1) by a Transfer Agent or an Assistant Transfer Agent or by a
Transfer Clerk acting on behalf of the Corporation and (2) by a Registrar, the
signature of the President, Vice President, Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary may be facsimile. In case any officer or
officers who have signed, or whose facsimile signature or signatures have been
used on, any such certificate or certificates shall cease to be such officer or
officers of the Corporation, whether because of death, resignation or otherwise,
before such certificate or certificates have been delivered by the Corporation,
such certificate or certificates may nevertheless be adopted by
the Corporation and be issued and delivered as though the person or persons who
signed such certificate or certificates or whose facsimile signature or
signatures have been used thereon had not ceased to be such officer or officers
of the Corporation. Record shall be kept by the Transfer Agent of the number of
each certificate, the date thereof, the name of the person owning the shares
represented thereby, and the number of shares. Every certificate surrendered to
the Corporation for transfer or otherwise in exchange for a new certificate
shall be cancelled by perforation or otherwise with the date of cancellation
indicated thereon.
Section 4. TRANSFER OF STOCK. Transfer of stock of the capital stock of the
Corporation shall be made only on the books of the Corporation by the holder
thereof, or by his attorney thereunto authorized by a power of attorney duly
executed and filed with the Transfer Agent of the Corporation, and on surrender
for cancellation of the certificate or certificates for such shares. A person in
whose name shares of stock stand on the books of the Corporation and no one else
shall be deemed the owner thereof as regards the Corporation.
Section 5. REGISTRAR AND TRANSFER AGENT. The Corporation shall at all times
maintain a registrar, which shall in every case be a bank or trust company, and
a transfer agent, to be appointed by the Board of Directors, in accordance with
the requirements of the New York Stock Exchange, and registration and transfer
of the Corporation's stock certificates shall be in accordance with the rules
and regulations of said stock exchange. The Board of Directors may also make
such additional rules and regulations as it may deem expedient concerning the
issue, transfer and registration of certificates for shares of the capital stock
of the Corporation.
Section 6. CLOSING OF TRANSFER BOOKS; RECORD DATE. The Board of Directors
may close the stock transfer books of the Corporation for a period not more than
sixty (60) days nor less than ten (10) days preceding the date of any meeting of
stockholders or the date for payment of any dividend or the date for the
allotment of rights or the date when any change or conversion
or exchange of capital stock shall go into effect. In lieu of closing the stock
transfer books as aforesaid, the Board of Directors may fix in advance a date,
not more than sixty (60) days nor less than ten (10) days preceding the date of
any meeting of stockholders, or the date for the payment of any dividend, or the
date for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting, and any adjournment thereof, or entitled to receive payment of any
such dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock and, in such
case, such stockholders and only such stockholders as shall be stockholders of
record at the close of business on the date so fixed shall be entitled to such
notice of, and to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend, or to receive such allotment of rights, or to
exercise such rights, as the case
may be notwithstanding any transfer of any stock on the books of the Corporation
after any such record date fixed as aforesaid.
ARTICLE VI
SEAL
Section 1. The authorized seal shall have inscribed thereon the name of the
Corporation, the year of incorporation and the name of the state of
incorporation. The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise applied.
ARTICLE VII
FISCAL YEAR
Section 1. The fiscal year of the Corporation shall commence on the first
day of January of each year.
ARTICLE VIII
NOTICES
Section 1. FORM OF NOTICE. Where notice, other than by publication, is
required to be given by Delaware law, the Certificate of Incorporation or
By-Laws, notice to directors and stockholders shall not be construed to mean
personal notice, but such notice may be given in writing, by mail, addressed to
such directors or stockholders at such address as appears on the books of the
Corporation. Notice by mail shall be deemed to be given at the time when the
same shall be mailed. Notice to directors may also be given personally, by
courier, telephone,
facsimile or other electronic means or in such other manner as may be provided
in these By-Laws.
Section 2. WAIVER OF NOTICE. Whenever any notice is required to be given
under the provisions of the statutes or of the Certificate of Incorporation or
of these By-Laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated herein, shall
be deemed equivalent thereto.
ARTICLE IX
INDEMNIFICATIONS, AMENDMENTS AND MISCELLANEOUS
Section 1. INDEMNIFICATION. Directors, officers, employees or agents shall
be indemnified only as provided in the Corporation's Certificate of
Incorporation.
Section 2. AMENDMENTS. These By-Laws may only be altered, amended or
repealed in accordance with the Corporation's Certificate of Incorporation.
Section 3. PROXIES. Unless otherwise provided by resolution of the Board of
Directors, the President or, in his absence or disability, a Vice President,
from time to time in the name and on behalf of the Corporation: may appoint an
attorney or attorneys, agent or agents of the Corporation (who may be or include
himself), in the name and on behalf of the Corporation to cast the votes which
the Corporation may be entitled to cast as a stockholder or otherwise in any
other corporation any of whose stock of other securities may be held by the
Corporation, at meetings of the holders of the stock or other securities of such
other corporations or to consent in writing to any action by such other
corporation; may instruct the person or persons so appointed as to the manner of
casting such votes or giving such consent; and may execute or cause to be
executed in the name or on behalf of the Corporation and under its corporate
seal all such written
proxies or other instruments as may be necessary or proper to evidence the
appointment of such attorneys and agents.
CERTIFICATION
The above and foregoing is a true and correct copy of the By-Laws of DST
Systems, Inc. amended and restated on February 26, 2004.
/S/ Randall D. Young
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Randall D. Young
Secretary