EXHIBIT 3
BY-LAWS
OF
ALCOA INC.
ARTICLE I
IDENTIFICATION
Section 1. Principal Office. The principal office of the Company shall be
in the City of Pittsburgh, Pennsylvania.
Section 2. Seal. The Company shall have a corporate seal in such form as
the board of directors shall by resolution from time to time prescribe.
Section 3. Fiscal Year. The fiscal year of the Company shall end on the
31st day of December.
ARTICLE II
SHAREHOLDERS' MEETINGS
Section 1. Place of Meetings. Meetings of the shareholders of the Company
shall be held at such place within or without the Commonwealth of Pennsylvania
as may be fixed by the board of directors pursuant to authority hereby granted.
Section 2. Annual Meeting. The annual meeting of the shareholders shall be
held on the Friday next following the first Monday in May of each year at nine
thirty o'clock A.M., local time in effect at the place of the meeting, or on
such other day or at such other time as may be fixed by the board of directors
pursuant to authority hereby granted.
Section 3. Chairman of the Meeting. All meetings of the shareholders shall
be called to order and presided over by the chairman of the board, or in the
absence of the chairman of the board, by a vice chairman of the board, the
president or another director, in the order designated by the chairman of the
board, or if none of these be present, by a chairman elected by a majority of
the votes which all shareholders present are entitled to cast on any matter
coming before the meeting.
ARTICLE III
BOARD OF DIRECTORS
Section 1. Number. Until the board of directors has increased or decreased
the number of the directors as hereinafter provided, the number of the directors
shall be ten. The board is hereby authorized to increase or decrease the number
of the directors from time to time without a vote of the shareholders, provided,
however, that such number shall not be less than seven nor more than fifteen.
Section 2. General Powers. The board of directors shall have power in
general to manage the business and affairs of the Company consistent with the
law, the Articles of the Company and these By-laws, and may from time to time
adopt such regulations regarding the powers and duties of the respective
officers, assistant officers and agents and the conduct of the Company's
business as the board may deem proper and expedient.
Section 3. Election and Nomination of Directors. Candidates for election as
directors at any annual meeting of shareholders shall be nominated and elected
for terms to expire not later than the third annual meeting following their
election, in accordance with the Articles of the Company and applicable law.
Section 4. Annual Meeting. The board of directors shall without notice meet
each year upon adjournment of the annual meeting of the shareholders at the
principal office of the Company, or at such other time or place as shall be
designated in a notice given to all nominees for director, for the purposes of
organization, election of officers and consideration of any other business that
may properly be brought before the meeting.
Section 5. Regular Meetings. Regular meetings of the board of directors
shall be held at such times and places as shall be fixed by the board at any
time in advance of the meeting date or designated in a notice of the meeting.
Section 6. Special Meetings. Special meetings of the board of directors may
be called by the chairman of the board, a vice chairman of the board, the
president or any two directors.
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Section 7. Notice of Regular and Special Meetings. No notice of a regular
meeting of the board of directors shall be necessary if the meeting is held at
the time and place fixed by the board in advance of the meeting date. Notice of
any regular meeting to be held at another time or place and of all special
meetings of the board, setting forth the time and place of the meeting, shall be
given by letter or other writing deposited in the United States mail or with an
express mail or private courier service not later than during the second day
immediately preceding the day for such meeting, or by word of mouth, telephone,
facsimile or other oral or written means received not later than during the day
immediately preceding the day for such meeting.
Section 8. Quorum. A majority of the directors in office shall be
necessary to constitute a quorum for the transaction of business at a meeting of
the board of directors, but if at any meeting a quorum shall not be present the
meeting may adjourn from time to time until a quorum shall be present.
Section 9. Executive Committee. The board of directors may, by resolution
adopted by a majority of the whole board, designate three or more of the
directors to constitute an executive committee which to the extent provided in a
resolution adopted by a majority of the whole board shall have and exercise the
authority of the board in the management of the business and affairs of the
Company except as otherwise limited by law.
Section 10. Audit Committee. The board of directors shall, by resolution
adopted by a majority of the whole board, designate three or more of the
directors to constitute an audit committee. Audit committee members shall not be
officers or full time employees of the Company or its subsidiaries. The audit
committee shall have such authority and shall perform such duties as shall be
provided from time to time in accordance with resolutions of the board.
Section 11. Compensation and Benefits Committee. The board of directors
may, by resolution adopted by a majority of the whole board, designate three or
more of the directors to constitute a compensation committee which to the extent
provided in such resolution or other action by the board shall have and exercise
the authority (a) to fix and determine, and change from time to time, the
compensation of all officers of the Company elected by the board, including, but
not restricted to, monthly or other periodic compensation and incentive or other
additional compensation, (b) to authorize or approve all contracts of the
Company with any officer for remuneration (whether in the form of a pension,
deferred compensation or otherwise) to be paid from the general funds of the
Company after the termination of regular employment of
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such officer, and (c) to administer or perform specified functions under any one
or more of the stock option or other incentive, pension or benefit plans of the
Company; provided that the said committee shall not exercise any of its said
authority with respect to any of its members.
Section 12. Compensation of Assistant Officers and Agents. Unless otherwise
determined by the board of directors, the chief executive officer of the Company
shall have the authority to fix and determine, and change from time to time, the
compensation of all assistant officers and agents of the Company elected or
appointed by the board or by the chief executive officer, including, but not
restricted to, monthly or other periodic compensation and incentive or other
additional compensation.
Section 13. Limitation Regarding Incentive Plans. Nothing contained in the
foregoing two sections of this Article III shall be construed to vest, or to
authorize vesting, in the chief executive officer of the Company any authority
with respect to stock options or other incentives under plans which provide for
administration by the board of directors or a committee thereof.
Section 14. Other Committees. In addition to the committees described in
this Article III, the board of directors may, by resolution adopted by a
majority of the whole board, designate one or more other committees of the
board, each of which shall consist of one or more of the directors. Each such
other committee shall have such authority and shall perform such other duties as
may be provided from time to time in resolutions of the board.
Section 15. Substitute Committee Members. In the absence or
disqualification of any member of any committee of the board of directors, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not such member or members constitute a quorum, may
unanimously appoint another director to act at the meeting in the place of any
such absent or disqualified member.
Section 16. Participation by Conference Telephone. One or more directors
may participate in a meeting of the board of directors or of a committee thereof
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other.
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Section 17. Personal Liability of Directors. To the fullest extent that the
laws of the Commonwealth of Pennsylvania, as in effect on May 15, 1987 or as
thereafter amended, permit elimination or limitation of the liability of
directors, no director of the Company shall be personally liable for monetary
damages for any action taken, or any failure to take any action. This Section 17
shall not apply to any action filed prior to May 15, 1987, nor to any breach of
performance of duty or any failure of performance of duty occurring prior to May
15, 1987. The provisions of this Section shall be deemed to be a contract with
each director of the Company who serves as such at any time while such
provisions are in effect, and each such director shall be deemed to be serving
as such in reliance on the provisions of this Section. Any amendment or repeal
of this Section or adoption of any other By-law or provision of the Articles of
the Company which has the effect of increasing director liability shall operate
prospectively only and shall not affect any action taken, or any failure to act,
prior to such amendment, repeal or adoption. This Section 17 may be amended or
repealed only with the affirmative vote of the holders of a majority of the
outstanding shares of common stock of the Company.
ARTICLE IV
OFFICERS
Section 1. Number and Election. The board of directors at its annual
meeting shall elect a president, a secretary and a treasurer, or persons who act
as such, and may elect a chairman of the board, one or more vice presidents, a
controller, a general counsel and such other officers and assistant officers as
the board may deem appropriate. The board shall from time to time designate the
chief executive officer who shall be either the chairman of the board or the
president. The board may also from time to time elect such other officers and
assistant officers and appoint such agents as it may deem appropriate. Assistant
officers and agents also may be appointed by the chief executive officer.
Section 2. Qualifications. The chairman of the board shall be a member of
the board of directors but the other officers need not be directors.
Section 3. Term of Office. Each officer and assistant officer shall hold
office until the annual meeting of the board of directors next following the
meeting of the board at which such officer or assistant officer is elected,
except in the case of earlier death, resignation or removal.
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Section 4. Chairman of the Board. The chairman of the board shall preside
at all meetings of the board of directors at which such chairman is present. In
the absence of the chairman of the board, a vice chairman of the board, the
president or another director, in the order designated by the chairman of the
board, shall preside at meetings of the board of directors. If the chairman of
the board is not the chief executive officer, the chairman of the board shall
have such powers and perform such other duties as the president may from time to
time delegate to such chairman, except as otherwise determined by the board.
Section 5. President. If the president is not the chief executive officer,
the president shall have such powers and perform such other duties as the
chairman of the board may from time to time delegate to the president, except as
otherwise determined by the board.
Section 6. Vice Presidents. Each vice president, including any vice
president designated as executive, senior or otherwise, shall have such powers
and perform such duties as the chairman of the board or the president may from
time to time delegate to such vice president, except as otherwise determined by
the board of directors.
Section 7. Secretary. The secretary shall attend meetings of the
shareholders, the board of directors and the executive committee, shall keep
minutes thereof in suitable books, and shall send out all notices of meetings as
required by law or these By-laws. The secretary shall be ex officio an assistant
treasurer. The secretary shall, in general, perform all duties incident to the
office of secretary.
Section 8. Treasurer. The treasurer shall receive all money paid to the
Company and keep or cause to be kept accurate accounts of all money received or
payments made in books kept for that purpose. The treasurer shall deposit all
money received by the treasurer in the name and to the credit of the Company in
banks or other places of deposit. The treasurer shall disburse the money of the
Company by checks or vouchers. The treasurer shall be ex officio an assistant
secretary. The treasurer shall, in general, perform all duties incident to the
office of treasurer.
Section 9. Controller. The controller shall be responsible for the
implementation of accounting policies and procedures, the installation and
supervision of all accounting records, including the preparation and
interpretation of financial statements, the compilation of production costs and
cost distributions and the taking and valuation of physical inventories. The
controller shall also be responsible for the maintenance of adequate records of
authorized appropriations and the approval for payment of all checks and
vouchers. The controller shall, in general, perform all duties incident to the
office of controller.
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Section 10. General Counsel. The general counsel shall advise the Company
on legal matters affecting the Company and its activities and shall supervise
and direct the handling of all such legal matters. The general counsel shall, in
general, perform all duties incident to the office of general counsel.
Section 11. Assistant Officers. Each assistant officer shall have such
powers and perform such duties as may be delegated to such assistant officer by
the officer to whom such assistant officer is an assistant or, in the absence or
inability to act of such officer, by the officer to whom such officer reports or
by the chief executive officer.
ARTICLE V
INDEMNIFICATION
Section 1. Indemnification Granted. Every person who is or was a director,
officer or employee of the Company or of any other corporation, partnership,
joint venture, trust or other enterprise which such person serves or served as
such at the request of the Company (hereinafter referred to as an "eligible
person") shall in accordance with this Article V, but not if prohibited by law,
be indemnified by the Company as hereinafter provided against reasonable expense
and any liability paid or incurred by such person in connection with or
resulting from any claim in which such person may be involved, as a party or
otherwise, by reason of such person's being or having been a director, officer
or employee of the Company or such other enterprise, whether or not such person
continues to be such at the time such liability or expense shall have been paid
or incurred.
Section 2. Certain Definitions. As used in this Article V, the term
"claim" shall mean any threatened or actual claim, action, suit or proceeding
(whether brought by or in the right of the Company or such other enterprise or
otherwise), whether civil, criminal, administrative or investigative; the term
"expense" shall mean counsel fees and disbursements and all other expenses
(except any liability) incurred in connection with any claim; and the term
"liability" shall mean amounts of judgments, fines or penalties against, and
amounts paid in settlement by, an eligible person with respect to any claim.
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Section 3. Expense Reimbursement to the Extent Successful. Any eligible
person who has been wholly successful, on the merits or otherwise, with respect
to any claim shall be reimbursed by the Company for such person's reasonable
expense. Any eligible person who has been partially successful shall be
proportionately reimbursed by the Company for such person's reasonable expense.
Section 4. Indemnification Where Not Wholly Successful. Any eligible person
who has been partially unsuccessful and any other eligible person not described
in Section 3 of this Article V shall be reimbursed by the Company for such
person's reasonable expense and for any liability if a Referee shall deliver to
the Company the written finding of such Referee that such person acted in good
faith and in a manner such person reasonably believed to be in, or not opposed
to, the best interests of the Company, and in addition with respect to any
criminal action or proceeding, had no reasonable cause to believe the conduct of
such person was unlawful. Where such person is found by the Referee to have met
the foregoing standards of conduct with respect to one or more but not all the
claims made against such person, such person sh all be entitled to
indemnification for such expense and liability in such proportion as the Referee
shall determine. The termination of any claim by judgment, order, settlement
(whether with or without court approval), adverse decision, or conviction after
trail or upon a plea of guilty or of nolo contendere or its equivalent, shall
not of itself create a presumption that an eligible person did not meet the
foregoing standards of conduct. The person claiming indemnification shall, at
the request of the Referee, appear before the Referee and answer questions which
the Referee deems relevant and shall be given ample opportunity to present to
the Referee evidence upon which such person relies for indemnification; and the
Company shall at the request of the Referee, make available to the Referee
facts, opinions or other evidence in any way relevant for the Referee's finding
which are within the possession or control of the Company. As used in this
Article V, the term "Referee" shall mean independent legal counsel (who may be
regular independent legal counsel of the Company), or other disinterested person
or persons, selected to act as such hereunder by the board of directors of the
Company, whether or not a disinterested quorum exists.
Section 5. Advancement of Expenses. Any expense incurred with respect to
any claim may be advanced by the Company prior to the final disposition thereof
upon receipt of an undertaking by or on behalf of the recipient to repay such
amount if it is ultimately determined that such recipient is not to be
indemnified under this Article V.
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Section 6. Article V Not Exclusive; Survival of Rights. The rights of
indemnification provided in this Article V shall be in addition to any rights to
which any eligible person may otherwise be entitled by contract or as a matter
of law; and in the event of such person's death, such rights shall extend to the
heirs and legal representatives of such person.
ARTICLE VI
SHARE CERTIFICATES AND TRANSFERS
Section 1. Share Certificates. Share certificates shall be in such form as
the board of directors may from time to time determine. Each certificate shall
be signed by the chairman of the board, the president, the treasurer or the
secretary of the Company, by manual or facsimile signature.
Section 2. Transfer Agent and Registrar. The board of directors may from
time to time appoint one or more transfer agents and may appoint one or more
registrars of transfer, each to act with respect to such preferred and common
shares of the Company as the board of directors may designate. No share
certificate of the Company shall be valid or binding unless countersigned,
manually or by facsimile signature, by a transfer agent if one has been
appointed to act with respect to the shares evidenced by such certificate, and
registered before issue by a registrar if one has been appointed to act with
respect to the shares evidenced by such certificate.
Section 3. Signatures by Former Corporate Officers or Agents. In case any
officer of the Company, or any authorized signatory of any transfer agent or
registrar, who has signed, or whose facsimile signature has been placed upon,
any share certificate shall have ceased to be such officer or authorized
signatory because of death, resignation or otherwise, before the certificate is
issued, it may be issued with the same effect as if the officer or authorized
signatory had not ceased to be such at the date of its issue.
ARTICLE VII
AMENDMENTS
These By-laws may be altered, amended, added to or repealed by the board of
directors at any meeting of the board duly convened with or without notice of
that purpose, subject to the power of the shareholders to change such action.
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ARTICLE VIII
INDEMNIFICATION FOR DIRECTORS
Section 1. Right to Indemnification. Except as prohibited by law, every
director of the Company shall be entitled as of right to be indemnified by the
Company against expenses and any liability paid or incurred by such person in
connection with any actual or threatened claim, action, suit or proceeding,
civil, criminal, administrative, investigative or other, whether brought by or
in the right of the Company or otherwise, in which he or she may be involved, as
a party or otherwise, by reason of such person being or having been a director
of the Company or by reason of the fact that such person is or was serving at
the request of the Company as a director, officer, employee, fiduciary or other
representative of another corporation, partnership, joint venture, trust,
employee benefit plan or other entity (such claim, action, suit or proceeding
hereinafter being referred to as a "claim"); provided, that no such right of
indemnification shall exist with respect to a claim brought by a director
against the Company except as provided in the last sentence of this Section 1.
Indemnification hereunder shall include the right to have expenses incurred by
such person in connection with a claim paid in advance by the Company prior to
final disposition of such claim, subject to any obligation which may be imposed
by law, By-law, agreement or otherwise to reimburse the Company in certain
events. As used herein, "expenses" shall include fees and expenses of counsel
selected by any such director and "liability" shall include amounts of
judgments, excise taxes, fines, penalties and amounts paid in settlement. With
respect to any claim brought by a director or other person against the Company,
the director or other person shall be entitled to be indemnified for expenses
incurred in connection with such claim pursuant to this Section 1 only (i) if
the claim is a suit brought as a claim for indemnity under Section 2 of this
Article VIII or otherwise, (ii) if the director or other person is successful in
whole or in part in the claim for which expenses are claimed or (iii) if the
indemnification for expenses is included in a settlement of the claim or is
awarded by a court.
Section 2. Right of Claimant to Bring Suit. If a claim under Section 1 of
this Article VIII is not paid in full by the Company within thirty days after a
written claim has been received by the Company, the claimant may at any time
thereafter bring suit against the Company to recover the unpaid amount of the
claim and, if successful in whole or in part, the claimant shall also be
entitled to be paid the expense of prosecuting such claim. It shall be a defense
to any such suit to recover indemnification that the claimant's conduct was such
that under
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Pennsylvania law the Company is prohibited from indemnifying the claimant for
the amount claimed, but the burden of proving such defense shall be on the
Company. Neither the failure of the Company (including its board of directors,
legal counsel and its shareholders) to have made a determination prior to the
commencement of such suit that indemnification of the claimant is proper in the
circumstances, nor an actual determination by the Company (including its board
of directors, legal counsel or its shareholders) that the claimant's conduct was
such that indemnification is prohibited by law, shall be a defense to the suit
to recover indemnification or create a presumption that the claimant's conduct
was such that indemnification is prohibited by law. The only defense to any such
suit to receive payment of expenses in advance shall be failure to make an
undertaking to reimburse if such an undertaking is required by law, By-law,
agreement or otherwise.
Section 3. Insurance and Funding. The Company may purchase and maintain
insurance to protect itself and any person eligible to be indemnified hereunder
against any liability or expense asserted or incurred by such person in
connection with any claim, whether or not the Company would have the power to
indemnify such person against such liability or expense by law or under the
provisions of this Article. The Company may create a trust fund, grant a
security interest, cause a letter of credit to be issued or use other means
(whether or not similar to the foregoing) to ensure the payment of such sums as
may become necessary to effect indemnification as provided herein.
Section 4. Non-Exclusivity; Nature and Extent of Rights. The right of
indemnification provided for in this Article VIII(i) shall not be deemed
exclusive of any other rights, whether now existing or hereafter created, to
which those seeking indemnification hereunder may be entitled under any
provision of the Articles or By-laws, or any agreement, vote of shareholders or
directors or otherwise, (ii) shall be deemed to create contractual rights in
favor of persons entitled to indemnification hereunder, (iii) shall continue as
to persons who have ceased to have the status pursuant to which they were
entitled or were denominated as entitled to indemnification hereunder and shall
inure to the benefit of the heirs and legal representatives of persons entitled
to indemnification hereunder and (iv) shall be applicable to claims commenced
after the adoption hereof, whether arising from acts or omissions occurring
before or after the adoption hereof. The right of indemnification provided for
herein may not be amended or repealed so as to limit in any way the
indemnification provided for herein with respect to any acts or omissions
occurring prior to any such amendment or repeal.
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CERTIFICATE
I, DONNA C. DABNEY, Secretary of ALCOA INC., a Pennsylvania corporation, do
hereby certify that the foregoing is a true and correct copy of the By-laws of
the Company as amended April 18, 2002. I do further certify that they are this
day in full force and effect.
IN WITNESS WHEREOF, I have hereunto subscribed my hand and affixed the seal
of Alcoa Inc. on this date, July 22, 2002.
/s/ Donna C. Dabney
Secretary
[Seal]