EXHIBIT 3.2
BY-LAWS
OF
CVS CORPORATION
(as amended May 13, 1998)
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ARTICLE I
STOCKHOLDERS
Section 1. ANNUAL MEETING. The annual meeting of the stockholders of
the corporation, for the purpose of electing directors and for the transaction
of such other business as may be brought before the meeting, shall be held at
the principal office of the corporation, or at such other place within or
without the State of Delaware stated in the notice of the meeting as the Board
of Directors may determine, on the second Tuesday of May of each year (unless
such day shall be a legal holiday, in which case the annual meeting shall be
held on the next succeeding day not a legal holiday), or on such other day in
the month of May as the Board of Directors may determine, at 10:00 o'clock in
the forenoon, Rhode Island time, or at such other hour stated in the notice of
the meeting as the Board of Directors may determine.
Section 2. SPECIAL MEETINGS. Special meetings of stockholders may be
called by the Board of Directors, the Chairman of the Board of Directors or the
Chief Executive Officer and may not be called by any other person.
Special meetings shall be held at such place within or without the
State of Delaware as is specified in the call thereof.
Section 3. NOTICE OF MEETING; WAIVER. Unless otherwise required by
statute, the notice of every meeting of the stockholders shall be in writing and
signed by the Chairman of the Board of Directors or the Chief Executive Officer
(or the President or a Vice President or the Secretary or an Assistant
Secretary, in each case acting at the direction of the Chairman or the Chief
Executive Officer) and shall state the time when and the place where it is to be
held, and a copy thereof shall be served, either personally or by mail, upon
each stockholder of record entitled to vote at such meeting, not less than ten
nor more than sixty days before the meeting. If the meeting to be held is other
than the annual meeting of stockholders, the notice shall also state the purpose
or purposes for which the meeting is called and shall indicate that it is being
issued by or at the direction of the person or persons calling the meeting. If,
at any meeting, action is proposed to be taken which would, if taken, entitle
stockholders to receive payment for their shares pursuant to Section 262 of the
General Corporation Law of the State of Delaware, the notice of such meeting
shall include a statement of that purpose and to that effect. If the notice is
mailed, it shall be directed to a stockholder at the stockholder's address as it
appears on the record of stockholders unless the stockholder shall have filed
with the
Secretary of the corporation a written request that notices intended for the
stockholder be mailed to some other address, in which case it shall be mailed to
the address designated in such request.
Notice of a meeting need not be given to any stockholder who submits a
signed waiver of notice, in person or by proxy, whether before or after the
meeting. The attendance of a stockholder at a meeting, in person or by proxy,
without protesting prior to the conclusion of the meeting the lack of notice of
such meeting, shall constitute a waiver of notice by the stockholder.
Section 4. QUORUM. At any meeting of the stockholders the holders of a
majority of the shares entitled to vote and being present in person or
represented by proxy shall constitute a quorum for all purposes, unless the
representation of a different number shall be required by law or by another
provision of these by-laws, and in that case the representation of the number so
required shall constitute a quorum.
If the holders of the amount of shares necessary to constitute a quorum
shall fail to attend in person or by proxy, the holders of a majority of the
shares present in person or represented by proxy at the meeting may adjourn from
time to time without further notice other than by an announcement made at the
meeting. At any such adjourned meeting at which a quorum is present, any
business may be transacted which might have been transacted at the meeting as
originally called.
Section 5. ORGANIZATION. The Chairman of the Board of Directors or, in
his absence, the Chief Executive Officer or, in his absence, the President, any
Executive Vice President, Senior Vice President or Vice President in the order
of their seniority or in such other order as may be designated by the Board of
Directors, shall call meetings of the stockholders to order and shall act as
chairman of such meetings. The Board of Directors or the Executive Committee may
appoint any stockholder to act as chairman of any meeting in the absence of any
of such officers and in the event of such absence and the failure of such board
or committee to appoint a chairman, the stockholders present at such meeting may
nominate and appoint any stockholder to act as chairman.
The Secretary of the corporation, or, in his absence, an Assistant
Secretary, shall act as secretary of all meetings of stockholders, but, in the
absence of said officers, the chairman of the meeting may appoint any person to
act as secretary of the meeting.
Section 6. VOTING. At each meeting of the stockholders every
stockholder of record having the right to vote shall be entitled to vote either
in person or by proxy.
Section 7. ACTION BY WRITTEN CONSENT. Any action required or permitted
to be taken at any annual or special meeting of stockholders may be taken
without a meeting on written consent, setting forth the action so taken, signed
by the holders of all outstanding shares entitled to vote thereon. Written
consent thus given by
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the holders of all outstanding shares entitled to vote shall have the same
effect as a unanimous vote of the stockholders.
Section 8. INSPECTORS OF ELECTION. The Board of Directors, in advance
of any stockholders' meeting, may appoint one or more Inspectors of Election to
act at the meeting or any adjournment thereof. If Inspectors are not so
appointed, the person presiding at a stockholders' meeting may, and on the
request of any stockholder entitled to vote thereat, shall appoint one or more
inspectors. In case any person appointed fails to appear or act, the vacancy may
be filled by appointment made by the Board in advance of the meeting or at the
meeting by the person presiding thereat. Inspectors shall be sworn.
Section 9. CONDUCT OF ELECTION. At each meeting of the stockholders,
votes, proxies, consents and ballots shall be received, and all questions
touching the qualification of voters, the validity of proxies and the acceptance
or rejection of votes, shall be decided by the Inspectors of Election.
ARTICLE II
BOARD OF DIRECTORS
Section 1. NUMBER OF DIRECTORS. The number of directors of the
corporation shall be not less than three nor more than eighteen, as determined
by action of the Board of Directors.
Section 2. TERM AND VACANCIES. Directors shall be elected at the annual
meeting of stockholders to hold office until the next annual meeting and until
their respective successors have been duly elected and have qualified.
Vacancies in the Board of Directors occurring between annual meetings,
from any cause whatsoever including vacancies created by an increase in the
number of directors, shall be filled by the vote of a majority of the remaining
directors, though less than a quorum.
Directors need not be stockholders.
Section 3. GENERAL POWERS OF DIRECTORS. The business of the corporation
shall be managed under the direction of its Board of Directors subject to the
restrictions imposed by law, by the corporation's certificate of incorporation
and amendments thereto, or by these by-laws.
Section 4. MEETINGS OF DIRECTORS. The directors may hold their meetings
and may keep an office and maintain the books of the corporation, except as
otherwise provided by statute, in such place or places in the State of Delaware
or outside the State of Delaware as the Board may, from time to time, determine.
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Any action required or permitted to be taken by the Board of Directors
may be taken without a meeting if all of the directors consent in writing to the
adoption of a resolution authorizing the action, and in such event the
resolution and the written consent of all directors thereto shall be filed with
the minutes of the proceedings of the Board of Directors.
Any one or more directors may participate in a meeting of the Board of
Directors by means of a conference telephone or similar communications equipment
allowing all persons participating in the meeting to hear each other at the same
time, and participation by such means shall constitute presence in person at a
meeting.
Section 5. REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at the principal office of the corporation in the County of
Providence, Town of Woonsocket, State of Rhode Island, or at such other place
within or without the State of Delaware as shall be designated in the notice of
the meeting as follows: One meeting shall be held immediately following the
annual meeting of stockholders and further meetings shall be held at such
intervals or on such dates as may from time to time be fixed by the directors,
all of which meetings shall be held upon not less than four days' notice served
upon each director by mailing such notice to the director at the director's
address as the same appears upon the records of the corporation, except the
meeting which shall be held immediately following the annual meeting of
stockholders which meeting shall be held without notice.
Section 6. SPECIAL MEETINGS. Special meetings of the Board of Directors
shall be held whenever called by the direction of the Chairman of the Board of
Directors, or of the Chief Executive Officer of the corporation, or of one-third
of the directors at the time in office. The Secretary shall give notice of each
special meeting by mailing such notice not less than four days, or by
telegraphing or telecopying such notice not less than two days, before the date
set for a special meeting, to each director.
Section 7. WAIVER. Notice of a meeting need not be given to any
director who submits a signed waiver of notice whether before or after the
meeting, or who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to him.
Section 8. QUORUM. One-third of the total number of directors shall
constitute a quorum for the transaction of business, but if at any meeting of
the Board there be less than a quorum present, the majority of those present may
adjourn the meeting from time to time.
Section 9. ORDER OF BUSINESS. At meetings of the Board of Directors
business shall be transacted in such order as the Board may fix and determine.
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At all meetings of the Board of Directors, the Chairman of the Board of
Directors, or in his absence, the Chief Executive Officer, or in the absence of
both, the President, any Executive Vice President or any Vice President
(provided such person be a member of the Board) shall preside.
Section 10. ELECTION OF CHAIRMAN, OFFICERS AND COMMITTEES. At the first
regular meeting of the Board of Directors in each year, at which a quorum shall
be present, held next after the annual meeting of the stockholders, the Board of
Directors shall proceed to the election of the executive officers of the
corporation (including the Chairman of the Board), and of the Executive
Committee, if the Board of Directors shall provide for such committee under the
provisions of Article III hereof.
The Board of Directors from time to time may fill any vacancies among
the executive officers, members of the Executive Committee and members of other
committees, and may appoint additional executive officers and additional members
of such Executive Committee or other committees.
Section 11. COMPENSATION. Directors who are not officers or employees
of the corporation or any of its subsidiaries may receive such remuneration as
the Board may fix, in addition to a fixed sum for attendance at each regular or
special meeting of the Board or a Committee of the Board; provided, however,
that nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity or receiving compensation
therefor. In addition, each director shall be entitled to reimbursement for
expenses incurred in attending any meeting of the Board or Committee thereof.
ARTICLE III
COMMITTEES
Section 1. EXECUTIVE COMMITTEE. The Board of Directors by resolution
adopted by a majority of the entire Board, may designate from the Directors an
Executive Committee consisting of three or more, to serve at the pleasure of the
Board. At all times when the Board of Directors is not in session, the Executive
Committee so designated shall have and exercise the powers of the Board of
Directors, except that such committee shall have no authority as to the matters
set out in Section 3 of this Article III.
Meetings of the Executive Committee shall be called by any member of
the same, on three days' mailed notice, or one day's telegraphed or telecopied
notice to each of the other members, stating therein the purpose for which such
meeting is to be held. Notice of meeting may be waived, in writing, by any
member of the Executive Committee.
All action by the Executive Committee shall be recorded in its minutes
and reported from time to time to the Board of Directors.
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The Executive Committee shall fix its own rules of procedure and shall
meet where and as provided by such rules or by resolution of the Board of
Directors.
Any action required or permitted to be taken by the Executive Committee
may be taken without a meeting if all of the members of the Executive Committee
consent in writing to the adoption of a resolution authorizing the action, and
in such event the resolution and the written consent of all members of the
Executive Committee thereto shall be filed with the minutes of the proceedings
of the Executive Committee.
Any one or more members of the Executive Committee may participate in a
meeting of the Executive Committee by means of a conference telephone or similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time, and participation by such means shall
constitute presence in person at a meeting.
Section 2. OTHER COMMITTEES. The Board of Directors may appoint such
other committees, of three or more, as the Board shall, from time to time, deem
advisable, which committees shall have and may exercise such powers as shall be
prescribed, from time to time, by resolution of the Board of Directors, except
that such committees shall have no authority as to the matters set out in
Section 3 hereof.
Actions and recommendations by each committee which shall be appointed
pursuant to this section shall be recorded and reported from time to time to the
Board of Directors.
Each such committee shall fix its own rules of procedure and shall meet
where and as provided by such rules or by resolution of the Board of Directors.
Any action required or permitted to be taken by any such committee may
be taken without a meeting if all of the members of such committee consent in
writing to the adoption of a resolution authorizing the action, and in such
event the resolution and the written consent of all members of such committee
thereto shall be filed with the minutes of the proceedings of such committee.
Any one or more members of any such committee may participate in a
meeting of such committee by means of a conference telephone or similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time, and participation by such means shall
constitute presence in person at a meeting.
Section 3. LIMITATIONS. No committee shall have authority as to the
following matters:
(1) The submission to stockholders of any action that needs
stockholders' authorization.
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(2) The filling of vacancies in the Board of Directors or in any
committee.
(3) The fixing of compensation of the directors for serving on the
Board or on any committee.
(4) The amendment or repeal of the by-laws, or the adoption of new
by-laws.
(5) The amendment or repeal of any resolution of the Board which by its
terms shall not be so amendable or repealable.
Section 4. ALTERNATES. The Board may designate one or more directors as
alternate members of any such committees, who may replace any absent member or
members at any meeting of such committees.
Section 5. COMPENSATION. Members of special or standing committees may
receive such salary for their services as the Board of Directors may determine;
provided, however, that nothing herein contained shall be construed to preclude
any member of any such committee from serving the corporation in any other
capacity or receiving compensation therefor.
ARTICLE IV
OFFICERS
Section 1. TITLES AND TERMS OF OFFICE. The executive officers of the
corporation shall be a Chairman of the Board of Directors, a Chief Executive
Officer and a President, each of whom shall be a member of the Board of
Directors, such number of Executive Vice Presidents, Senior Vice Presidents and
Vice Presidents as the Board of Directors shall determine, and a Controller, a
Treasurer and a Secretary, all of whom shall be chosen by the Board of
Directors.
The Board of Directors may also appoint one or more Assistant
Secretaries and one or more Assistant Treasurers, and such other junior officers
as it shall deem necessary, who shall have such authority and shall perform such
duties as from time to time may be prescribed by the Board of Directors.
Any two or more offices except President and Vice President may be held
by the same person.
The officers of the corporation shall each hold office for one year and
until their successors are chosen and qualified, and shall be subject to removal
at any time by the affirmative vote of the majority of the entire Board of
Directors.
Section 2. CHAIRMAN OF THE BOARD. The Board of Directors shall
designate a Chairman of the Board (or one or more Co-Chairmen of the Board). The
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Chairman of the Board shall preside over the meetings of the Board of Directors
and of the stockholders at which he will be present. If there be more than one,
the Co-Chairmen designated by the Board of Directors will perform such duties.
The Chairman or Chairmen of the Board shall perform such other duties as may be
assigned to him or them by the Board of Directors.
Section 3. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of the
corporation shall have general management and control over the policy, business
and affairs of the corporation and shall have such other authority and perform
such other duties as usually appertain to a chief executive officer of a
business corporation. He shall exercise the powers of the Chairman of the Board
of Directors during his absence or inability to act.
Section 4. PRESIDENT. The President, if any, shall have such authority
and shall perform such duties as the Board of Directors, the Executive
Committee, or the Chief Executive Officer may from time to time determine.
Section 5. EXECUTIVE VICE PRESIDENTS, SENIOR VICE PRESIDENTS AND VICE
PRESIDENTS. The Executive Vice Presidents, Senior Vice Presidents and Vice
Presidents, if any, shall be designated and shall have such powers and perform
such duties as may be assigned to them by the Board of Directors, the Executive
Committee, the Chief Executive Officer or the President. They shall, in order of
their seniority or in such other order as may be designated by the Board of
Directors, the Executive Committee, the Chief Executive Officer or the
President, exercise the powers of the Chief Executive Officer during the absence
or inability to act of the Chief Executive Officer and the President.
Section 6. CHIEF FINANCIAL OFFICER. A Chief Financial Officer or other
officer designated by the Board of Directors shall be the principal financial
officer of the corporation. He shall render to the Board of Directors, whenever
the Board may require, an account of the financial condition of the corporation,
and shall do and perform such other duties as from time to time may be assigned
to him by the Board of Directors, the Executive Committee, the Chief Executive
Officer or the President.
Section 7. CONTROLLER. A Controller or other officer designated by the
Board of Directors shall be the principal accounting officer of the corporation
and, subject to the direction of the Chief Financial Officer, he shall have
supervision over all the accounts and account books of the corporation. He shall
have such other powers and perform such other duties as from time to time may be
assigned to him by the Chief Financial Officer, and shall exercise the powers of
the Chief Financial Officer during his absence or inability to act.
Section 8. TREASURER. The Treasurer shall have custody of the funds and
securities of the corporation which come into his hands. When necessary or
proper, he may endorse on behalf of the corporation for collection, checks,
notes, and other
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instruments and obligations and shall deposit the same to the credit of the
corporation in such bank or banks or depositories as the Board of Directors or
the Executive Committee shall designate; whenever required by the Board of
Directors or the Executive Committee, he shall render a statement of his cash
account; he shall keep, or cause to be kept, books of account, in which shall be
entered and kept full and accurate accounts of all monies received and paid out
on account of the corporation; he shall perform all acts incident to the
position of Treasurer, subject to the control of the Board of Directors, the
Executive Committee, the Chief Executive Officer, the President and the Chief
Financial Officer; he shall give bond for the faithful discharge of his duties,
if, as, and when the Board of Directors or the Executive Committee may require.
He shall perform such other duties as from time to time may be assigned to him
by the Board of Directors, the Executive Committee, the Chief Executive Officer,
the President or the Chief Financial Officer.
Section 9. ASSISTANT TREASURER. Each Assistant Treasurer shall have
such powers and perform such duties as may be delegated to him, and the
Assistant Treasurers shall, in the order of their seniority, or in such other
order as may be designated by the Board of Directors, the Executive Committee,
the Chief Executive Officer, the President or the Chief Financial Officer,
exercise the powers of the Treasurer during his absence or inability to act.
Section 10. SECRETARY. The Secretary shall keep the minutes of all
meetings of the Board of Directors and the minutes of all meetings of the
stockholders and of the Executive Committee, in books provided for that purpose;
he shall attend to the giving and serving of all notices of the corporation; and
he shall have charge of the certificate books, transfer books and records of
stockholders and such other books and records as the Board of Directors or
Executive Committee may direct, all of which shall at all reasonable times be
open to the inspection of any director upon application during the usual
business hours.
He shall keep at the office of the corporation, or at the office of the
transfer agent or registrar of the corporation's capital stock, a record
containing the names, alphabetically arranged, of all persons who are
stockholders of the corporation, showing their places of residence, the number
of shares held by them, respectively, the time when they respectively became the
owners thereof, and the amount paid thereon, and such record shall be open for
inspection as prescribed by Section 220 of the General Corporate Law of the
State of Delaware. He shall in general perform all the duties incident to the
office of Secretary, subject to the control of the Board of Directors, the
Executive Committee, the Chairman of the Board of Directors, the Chief Executive
Officer and the President.
Section 11. ASSISTANT SECRETARIES. Each Assistant Secretary shall have
such powers and perform such duties as may be delegated to him, and the
Assistant Secretaries shall, in the order of their seniority, or in such other
order as may be designated by the Board of Directors, the Executive Committee,
the Chairman of the
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Board of Directors, the Chief Executive Officer or the President, exercise the
powers of the Secretary during his absence or inability to act.
Section 12. VOTING UPON STOCKS. Unless otherwise ordered by the Board
of Directors or by the Executive Committee, the Chief Executive Officer of the
corporation, or one designated in a proxy executed by him, and in the absence of
either, the President, or a person designated in a proxy executed by him, and in
the absence of all such, the Executive Vice Presidents, Senior Vice Presidents
or the Vice Presidents of the corporation, in the order of their seniority,
shall have full power and authority on behalf of the corporation to attend, and
to act, and to vote at meetings of stockholders of any corporation in which this
corporation may hold stock, and each such officer of the corporation shall have
power to sign a proxy deputizing others to vote the same; and all such who shall
be so authorized to vote shall possess and may exercise any and all rights and
powers incident to the ownership of such stock and which, as the owner thereof,
the corporation might have possessed and exercised, if present.
The Board of Directors or the Executive Committee may, by resolution
from time to time, confer like powers on any other person or persons which shall
supersede the powers of those designated in the foregoing paragraph.
Section 13. EXECUTION OF CHECKS, ETC. All checks, notes, drafts or
other instruments for the payment of money shall be signed on behalf of this
corporation by such person or persons and in such manner as the Board of
Directors or Executive Committee may prescribe by resolution from time to time.
ARTICLE V
STOCK; RECORD DATE
Section 1. CERTIFICATES FOR STOCK. The certificates for shares of the
stock of the corporation shall be in such form as shall be proper or approved by
the Board of Directors. Each certificate shall state (i) that the corporation is
formed under the laws of the State of Delaware, (ii) the name of the person or
persons to whom issued, (iii) the number and class of shares and the designation
of the series, if any, which such certificate represents and (iv) the par value,
if any, of each share represented by such certificate. Each certificate shall be
signed by the Chairman of the Board of Directors, the President, an Executive
Vice President or a Vice President, and also by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary and sealed with the
corporation's seal; provided, however, that if such certificates are signed by a
transfer agent or transfer clerk and by a registrar the signature of the
Chairman of the Board of Directors, the President, an Executive Vice President,
Vice President, Treasurer, Assistant Treasurer, Secretary and Assistant
Secretary and the seal of the corporation upon such certificates may be
facsimiles, engraved or printed.
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Section 2. TRANSFER OF SHARES. Shares of the stock of the corporation
may be transferred on the record of stockholders of the corporation by the
holder thereof in person or by his duly authorized attorney upon surrender of a
certificate therefor properly endorsed.
Section 3. AUTHORITY FOR ADDITIONAL RULES REGARDING TRANSFER. The Board
of Directors and the Executive Committee shall have power and authority to make
all such rules and regulations as respectively they may deem expedient
concerning the issue, transfer and registration of such certificates for shares
of the stock of the corporation as well as for the issuance of new certificates
in lieu of those which may be lost or destroyed, and may require of any
stockholder requesting replacement of lost or destroyed certificates, bond in
such amount and in such form as they may deem expedient to indemnify the
corporation, and/or the transfer agents, and/or the registrars of its stock
against any claims arising in connection therewith.
Section 4. TRANSFER AGENTS AND REGISTRARS. The Board of Directors or
Executive Committee may appoint one or more transfer agents and one or more
registrars of transfer and may require all stock certificates to be
countersigned by such transfer agent and registered by such registrar of
transfers. One person or organization may serve as both transfer agent and
registrar.
Section 5. RECORD DATE. For the purpose of determining the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining stockholders entitled to
receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action, the Board of Directors shall fix in advance a date
as the record date for any such determination of stockholders. Such date shall
not be more than sixty nor less than ten days before the date of such meeting,
nor more than sixty days prior to any other action.
Section 6. LIST OF STOCKHOLDERS AS OF RECORD DATE. The Secretary of the
corporation or the transfer agent of its stock shall make and certify a list of
the stockholders as of the record date and number of shares of each class of
stock of record in the name of each stockholder and such list shall be present
at every meeting of stockholders. If the right to vote at any meeting is
challenged, the inspectors of elections, or person presiding thereat, shall
require such list of stockholders to be produced as evidence of the right of the
persons challenged to vote at such meeting, and all persons who appear from such
list to be stockholders entitled to vote thereat, may vote at such meeting.
Section 7. DIVIDENDS. Dividends may be declared and paid out of the
surplus of the corporation as often and at such times and to such extent as the
Board of Directors may determine, consistent with the provisions of the
certificate of incorporation of the corporation.
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ARTICLE VI
CORPORATE SEAL
The Board of Directors shall provide a suitable seal containing the
name of the corporation and of the state under the laws of which the corporation
was incorporated; and the Secretary shall have the custody thereof.
ARTICLE VII
AMENDMENTS
Section 1. These by-laws or any of them, may be altered, amended or
repealed, or new by-laws may be made by the stockholders entitled to vote
thereon at any annual or special meeting thereof or by the Board of Directors.
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