EX-3.2
By-Laws of CitiGroup Inc.
BY-LAWS
OF
CITIGROUP INC.
Effective October 8, 1998
BY-LAWS
OF
CITIGROUP INC.
ARTICLE I
LOCATION
SECTION 1. The location of the registered office of the Company in
Delaware shall be in the City of Wilmington, County of New Castle, State of
Delaware.
SECTION 2. The Company shall, in addition to the registered office
in the State of Delaware, establish and maintain an office within or without the
State of Delaware or offices in such other places as the Board of Directors may
from time to time find necessary or desirable.
ARTICLE II
CORPORATE SEAL
SECTION 1. The corporate seal of the Company shall have inscribed
thereon the name of the Company and the words "Incorporated Delaware. "
ARTICLE III
MEETINGS OF STOCKHOLDERS
SECTION 1. The annual meeting of the stockholders, or any special
meeting thereof, shall be held either in the City of New York, State of New
York, or at such other place as may be designated by the Board of Directors or
by the Chairman, the stockholder or group of Directors calling any special
meeting.
SECTION 2. Stockholders entitled to vote may vote at all meetings
either in person or by proxy in writing executed in any manner permitted by law
or by other media permitted by law. All proxies shall be filed with the
Secretary of the meeting before being voted upon.
SECTION 3. A majority in amount of the stock issued, outstanding and
entitled to vote represented by the holders in person or by proxy shall be
requisite at all meetings to constitute a quorum for the election of Directors
or for the transaction of other business except as otherwise provided by law, by
the Certificate of Incorporation or by these By-laws. If at any annual or
special meeting of the stockholders, a quorum shall fail to attend, a majority
in interest attending in person or by proxy may adjourn the meeting from time to
time, without notice other than by announcement at the meeting (except as
otherwise provided herein) until a quorum shall attend and thereupon any
business may be transacted which might have been transacted at the meeting
originally called had the same been held at the time so called. If the
adjournment is for more than 30 days, or if after the adjournment a new record
date is fixed for the adjourned
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meeting, to the extent required by law a notice of the adjourned meeting shall
be given to each stockholder of record entitled to vote at the meeting.
SECTION 4. The annual meeting of the stockholders shall be held on
such date and at such time as the Board of Directors may determine by
resolution. Except as otherwise set forth in the Certificate of Incorporation,
each holder of voting stock shall be entitled to one vote for each share of such
stock standing registered in his or her name. All annual meetings shall be
general meetings.
SECTION 5. The business to be transacted at the annual meeting shall
include the election of Directors and such other business as may properly come
before the meeting.
SECTION 6. Notice of the annual meeting shall be mailed by the
Secretary to each stockholder entitled to vote, at his or her last known
address, at least ten days but not more than sixty days prior to the meeting.
SECTION 7. Special meetings of the stockholders may be called by the
Chairman. A special meeting shall be called at the request, in writing, of a
majority of the Board of Directors or by the vote of the Board of Directors.
SECTION 8. Notice of each special meeting, indicating briefly the
object or objects thereof, shall be mailed by the Secretary to each stockholder
entitled to vote at his or her last known address, at least ten days but not
more than sixty days prior to the meeting.
SECTION 9. If the entire Board of Directors becomes vacant, any
stockholder may call a special meeting in the same manner that the Chairman may
call such meeting, and Directors for the unexpired term may be elected at said
special meeting in the manner provided for their election at annual meetings.
SECTION 10. The Company may, and to the extent required by law,
shall, in advance of any meeting of stockholders, appoint one or more inspectors
to act at the meeting and make a written report thereof. The Company may
designate one or more persons as alternate inspectors to replace any inspector
who fails to act. If no inspector or alternate is able to act at a meeting of
stockholders, the person presiding at the meeting may, and to the extent
required by law, shall, appoint one or more inspectors to act at the meeting.
Each inspector, before entering upon the discharge of his duties, shall take and
sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his ability. Every vote taken by
ballots shall be counted by an inspector or inspectors appointed by the chairman
of the meeting.
SECTION 11. A notice of a stockholder to make a nomination or to
bring any other matter before a meeting shall be made in writing and received by
the Secretary of the Company (a) in the event of an annual meeting of
stockholders, not more than 120 days and not less than 90 days in advance of the
anniversary date of the immediately preceding annual meeting provided, however,
that in the event that the annual meeting is called on a date that is not within
thirty days before or after such anniversary date, notice by the stockholder in
order to be timely must be so received not later than the close of business on
the fifteenth day following the day on
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which notice of the date of the annual meeting was mailed or public disclosure
of the date of the annual meeting was made, whichever first occurs; or (b) in
the event of a special meeting of stockholders, such notice shall be received by
the Secretary of the Company not later than the close of the fifteenth day
following the day on which notice of the meeting is first mailed to stockholders
or public disclosure of the date of the special meeting was made, whichever
first occurs.
Every such notice by a stockholder shall set forth:
(a) the name and residence address of the stockholder of the Company who intends
to make a nomination or bring up any other matter;
(b) a representation that the stockholder is a holder of the Company's voting
stock (indicating the class and number of shares owned) and intends to
appear in person or by proxy at the meeting to make the nomination or bring
up the matter specified in the notice;
(c) with respect to notice of an intent to make a nomination, a description of
all arrangements or understandings among the stockholder and each nominee
and any other person or persons (naming such person or persons) pursuant to
which the nomination or nominations are to be made by the stockholder;
(d) with respect to an intent to make a nomination, such other information
regarding each nominee proposed by such stockholder as would have been
required to be included in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange Commission had each nominee been
nominated by the Board of Directors of the Company; and
(e) with respect to the notice of an intent to bring up any other matter, a
description of the matter, and any material interest of the stockholder in
the matter.
Notice of intent to make a nomination shall be accompanied by the written
consent of each nominee to serve as director of the Company if so elected.
At the meeting of stockholders, the Chairman shall declare out of order and
disregard any nomination or other matter not presented in accordance with this
section.
ARTICLE IV
DIRECTORS
SECTION 1. The affairs, property and business of the Company shall
be managed by or under the direction of a Board of Directors, with the exact
number of directors to be determined from time to time by resolution adopted by
affirmative vote of a majority of the entire Board of Directors. The election
and term of directors shall be as provided in the Certificate of Incorporation
as amended from time to time. In addition to the powers and authorities
expressly conferred upon them by these By-laws, the Board of Directors may
exercise all such powers and do all such acts and things as may be exercised or
done by the Company, but subject, nevertheless, to the provisions of the laws of
the State of Delaware, of the Certificate of Incorporation and of these By-laws.
SECTION 2. Vacancies in the Board of Directors shall be filled as
provided in the Certificate of Incorporation as amended from time to time.
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SECTION 3. The Board of Directors shall have authority to determine
from time to time, the amount of compensation that shall be paid to any of its
members, provided, however that no such compensation shall be paid to any
director who is a salaried officer or employee of the Company or any of its
subsidiaries. Directors shall be entitled to receive transportation and other
expenses of attendance at meetings. Nothing herein contained shall be construed
to preclude a Director or member of a committee from serving in any other
capacity and receiving compensation therefor.
SECTION 4. The Company shall indemnify, to the fullest extent
permissible under the General Corporation Law of the State of Delaware, or the
indemnification provisions of any successor statute, any person, and the heirs
and personal representatives of such person, against any and all judgments,
fines, amounts paid in settlement and costs and expenses, including attorneys'
fees, actually and reasonably incurred by or imposed upon such person in
connection with, or resulting from any claim, action, suit or proceeding (civil,
criminal, administrative or investigative) in which such person is a party or is
threatened to be made a party by reason of such person being or having been a
director, officer or employee of the Company, or of another corporation, joint
venture, trust or other organization in which such person serves as a director,
officer or employee at the request of the Company, or by reason of such person
being or having been an administrator or a member of any board or committee of
the Company or of any such other organization, including, but not limited to,
any administrator, board or committee related to any employee benefit plan.
The Company shall advance expenses incurred in defending a civil or
criminal action, suit or proceeding to any such director, officer or employee
upon receipt of an undertaking by or on behalf of the director, officer or
employee to repay such amount, if it shall ultimately be determined that such
person is not entitled to indemnification by the Company.
The foregoing right of indemnification and advancement of expenses
shall in no way be exclusive of any other rights of indemnification to which any
such person may be entitled, under any by-law, agreement, vote of shareholders
or disinterested directors or otherwise, and shall inure to the benefit of the
heirs and personal representatives of such person.
SECTION 5. Each Director and officer and each member of any
committee designated by the Board of Directors shall, in the performance of his
or her duties, be fully protected in relying in good faith upon the books of
account or other records of the Company or of any of its subsidiaries, or upon
reports made to the Company or any of its subsidiaries by any officer of the
Company or of a subsidiary or by an independent certified public accountant or
by an appraiser selected with reasonable care by the Board of Directors or by
any such committee.
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ARTICLE V
MEETINGS OF THE DIRECTORS
SECTION 1. The Board of Directors shall meet as soon as convenient
after the annual meeting of stockholders in the City of New York, State of New
York, or at such other place as may be designated by the Board of Directors, for
the purpose of organization and the transaction of any other business which may
properly come before the meeting.
SECTION 2. Regular meetings of the Directors may be held without
notice at such time and place as may be determined from time to time by
resolution of the Board of Directors.
SECTION 3. A majority of the total number of Directors shall
constitute a quorum except when the Board of Directors consists of one Director,
then one Director shall constitute a quorum for the transaction of business, but
the Directors present, though fewer than a quorum, may adjourn the meeting to
another day. The vote of the majority of the Directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors.
SECTION 4. Special meetings of the Board may be called by the Board
of Directors, or the Chairman, on one day's notice, or other reasonable notice,
to each Director, either personally, by mail or by wire, and may be held at such
time and place as the Board of Directors, or the officer calling said meeting
may determine. Special meetings may be called in like manner on the request in
writing of three Directors.
SECTION 5. In the absence of both the Secretary and an Assistant
Secretary, the Board of Directors shall appoint a secretary to record all votes
and the minutes of its proceedings.
ARTICLE VI
STANDING COMMITTEES
SECTION 1. The Board of Directors may designate from their number
standing committees and may invest them with all their own powers, except as
otherwise provided in the General Corporation Law of the State of Delaware,
subject to such conditions as they may prescribe, and all committees so
appointed shall keep regular minutes of their transactions and shall cause them
to be recorded in books kept for that purpose in the office of the Company and
shall report the same to the Board of Directors.
ARTICLE VII
EXECUTIVE COMMITTEE
SECTION 1. The Executive Committee shall be composed of the
Chairmen, each of whom shall be an ex-officio member, and such additional
directors not less than three, not officers or employees of the Company or any
of its subsidiaries, appointed by the Board, who shall serve until the next
annual organization meeting of the Board and until their successors are
appointed. A majority of the members of the Executive Committee shall constitute
a quorum. Any vacancy on the Executive Committee shall be filled by the Board of
Directors.
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SECTION 2. The Executive Committee shall exercise all powers of the
Board of Directors between the meetings of said Board except as otherwise
provided in the General Corporation Law of the State of Delaware and for this
purpose references in these By-laws to the Board of Directors shall be deemed to
include references to the Executive Committee. No action of the Executive
Committee shall become operative unless it has the affirmative vote of at least
a majority of the members of the Executive Committee present and voting.
SECTION 3. Meetings of the Executive Committee may be called at any
time upon one day's notice, or other reasonable notice, either personally, by
mail or by wire, by the Chairman, the Chairman of the Executive Committee, or by
any two members of the Executive Committee.
SECTION 4. In the absence of both the Secretary and an Assistant
Secretary, the Executive Committee shall appoint a secretary who shall keep
regular minutes of the actions of the said Committee and report the same to the
Board of Directors, which thereupon shall take action thereon.
SECTION 5. The Board of Directors may designate from the members of
the Executive Committee a Chairman of the Executive Committee. If the Board of
Directors should not make such designation, the Executive Committee may
designate a Chairman of the Executive Committee.
ARTICLE VIII
OFFICERS OF THE COMPANY
SECTION 1. The officers of the Company shall consist of one or more
Chairmen, and may include a President, one or more Vice Chairmen, one or more
Vice Presidents and a Secretary. There also may be such other officers and
assistant officers as, from time to time, may be elected or appointed by, or
pursuant to the direction of, the Board of Directors.
ARTICLE IX
OFFICERS - HOW CHOSEN
SECTION 1. The Directors shall elect annually from among their own
number one or more Chairmen. They may also elect a President, one or more Vice
Chairmen, the several Vice Presidents and a Secretary, to hold office for one
year or until others are elected and qualify in their stead or until their
earlier resignation or removal.
SECTION 2. The Directors shall also elect or appoint such other
officers and assistant officers as from time to time they may determine, and who
shall hold office during the pleasure of the Board. In addition, the Directors
may delegate to officers of the Company, as designated by the Chairman, the
authority to appoint and dismiss assistant officers and deputy officers within
the respective officer's area of supervision.
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ARTICLE X
CHAIRMAN
SECTION 1. The Chairman shall be the Chief Executive Officer of the
Company. If there shall be more than one Chairman, each such Chairman shall be a
Co-Chief Executive Officer of the Company, and each Chairman, acting alone,
shall have all of the powers of the Chairman. The Chairman shall have general
supervision and direction over the business and policies of the Company, and
over all the other officers of the Company and shall see that their duties are
properly performed.
SECTION 2. The Chairman shall have the general powers and duties of
the direction, supervision and management usually vested in the Chief Executive
Officer of a corporation, and shall preside at all meetings of the Board of
Directors and the Executive Committee. The Chairman shall see that all orders
and resolutions of the Board of Directors and any committee thereof are carried
into effect.
SECTION 3. The Chairman shall submit reports of the current
operations of the Company to the Board of Directors at their regular meetings,
and annual reports to the stockholders.
ARTICLE XI
PRESIDENT
SECTION 1. In the absence of the Chairmen, the President shall
exercise the powers and duties of the Chairman related to meetings of the Board
of Directors, committees thereof and meetings of stockholders. The President
shall have general executive powers as well as the specific powers conferred by
these By-Laws. The President shall also have such powers and duties as may from
time to time be assigned by the Board of Directors or the Chairman.
ARTICLE XII
VICE CHAIRMEN
SECTION 1. In the absence of the Chairmen and the President and in
the order of their appointment to the office, the Vice Chairmen shall exercise
the powers and duties of the Chairman related to meetings of the Board of
Directors and meetings of the stockholders. The Vice Chairmen shall have general
executive powers as well as the specific powers conferred by these By-Laws. Each
of them shall also have such powers and duties as may from time to time be
assigned by the Board of Directors or the Chairman.
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ARTICLE XIII
VICE PRESIDENTS
SECTION 1. Each Vice President shall have such powers and perform
such duties as may be assigned to such officer by the Board of Directors or,
subject to Section 2 of Article XV, by the Chairman. The Board of Directors may
add to the title of any Vice President such distinguishing designation as may be
deemed desirable, which may reflect seniority, duties or responsibilities of
such Vice President.
ARTICLE XIV
SECRETARY
SECTION 1. The Secretary shall attend all sessions of the Board of
Directors and act as clerk thereof and record all votes and the minutes of all
proceedings in a book to be kept for that purpose, and shall perform like duties
for the Standing Committees when required.
SECTION 2. The Secretary shall see that proper notice is given of
all meetings of the stockholders of the Company and of the Board of Directors.
In the Secretary's absence, or in the case of his or her failure or inability to
act, an Assistant Secretary or a secretary pro-tempore shall perform his or her
duties and such other duties as may be prescribed by the Board of Directors.
SECTION 3. The Secretary shall keep account of certificates of stock
or other receipts and securities representing an interest in or to the capital
of the Company, transferred and registered in such form and manner and under
such regulations as the Board of Directors may prescribe.
SECTION 4. The Secretary shall keep in safe custody the contracts,
books and such corporate records as are not otherwise provided for, and the seal
of the Company. The Secretary shall affix the seal to any instrument requiring
the same and the seal, when so affixed shall be attested by the signature of the
Secretary, an Assistant Secretary, Treasurer or an Assistant Treasurer.
ARTICLE XV
DUTIES OF OFFICERS
SECTION 1. In addition to the duties specifically enumerated in the
By-laws, all officers and assistant officers of the Company shall perform such
other duties as may be assigned to them from time to time by the Board of
Directors or by their superior officers.
SECTION 2. The Board of Directors may change the powers or duties of
any officer or assistant officer, or delegate the same to any other officer,
assistant officer or person.
SECTION 3. Every officer and assistant officer of the Company shall
from time to time report to the Board of Directors, or to his or her superior
officers all matters within his or her knowledge which the interests of the
Company may require to be brought to their notice.
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SECTION 4. Unless otherwise directed by the Board of Directors, the
Chairman, any Vice Chairman, the President, any Vice Chairman, any Vice
President or the Secretary of the Company shall have power to vote and otherwise
act on behalf of the Company, in person or by proxy, at any meeting of
stockholders of or with respect to any action of stockholders of any other
corporation in which the Company may hold securities and otherwise to exercise
any and all rights and powers which the Company may possess by reason of its
ownership of securities in such other corporation.
ARTICLE XVI
CERTIFICATES OF STOCK, SECURITIES AND NOTES
SECTION 1. Certificates of stock, or other receipts and securities
representing an interest in the capital of the Company, shall bear the signature
of the Chairman, the President or any Vice Chairman or any Vice President and
bear the countersignature of the Secretary or any Assistant Secretary or the
Treasurer or any Assistant Treasurer.
SECTION 2. Nothing in this Article XVI shall be construed to limit
the right of the Company, by resolution of its Board of Directors, to authorize,
under such conditions as such Board may determine, the facsimile signature by
any properly authorized officer of any instrument or document that said Board of
Directors may determine.
SECTION 3. In case any officer, transfer agent or registrar who
shall have signed or whose facsimile signature shall have been used on any
certificates of stock, notes or securities shall cease to be such officer,
transfer agent or registrar of the Company, whether because of death,
resignation or otherwise, before the same shall have been issued by the Company,
such certificates of stock, notes and securities nevertheless may be adopted by
the Company and be issued and delivered as though the person or persons who
signed the same or whose facsimile signature or signatures shall have been used
thereon had not ceased to be such officer, transfer agent or registrar of the
Company, and such adoption of said certificates of stock, notes and securities
shall be evidenced by a resolution of the Board of Directors to that effect.
SECTION 4. All transfers of the stock of the Company shall be made
upon the books of the Company by the owners of the shares in person or by their
legal representatives.
SECTION 5. Certificates of stock shall be surrendered and canceled
at the time of transfer.
SECTION 6. The Company shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof, and
accordingly shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, save as expressly provided by the
laws of the State of Delaware.
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SECTION 7. In the case of a loss or the destruction of a certificate
of stock, another may be issued in its place upon satisfactory proof of such
loss or destruction and the giving of a bond of indemnity, unless waived,
approved by the Board of Directors.
ARTICLE XVII
NEGOTIABLE INSTRUMENTS AND CONTRACTS
SECTION 1. Any of the following officers who are authorized by the
Board of Directors to wit, the Chairman, the President, the Vice Chairman, the
Vice Presidents or the Secretary or any other person when such other person is
authorized by the Board of Directors shall have the authority to sign and
execute on behalf of the Company as maker, drawer, acceptor, guarantor,
endorser, assignor or otherwise, all notes, collateral trust notes, debentures,
drafts, bills of exchange, acceptances, securities and commercial paper of all
kinds.
SECTION 2. The Chairman, the President, any Vice Chairman, any Vice
President, the Secretary or any other person, when such officer or other person
is authorized by the Board of Directors shall have authority, on behalf of and
for the account of the Company, (a) to borrow money against duly executed
obligations of the Company; (b) to sell, discount or otherwise dispose of notes,
collateral trust notes, debentures, drafts, bills of exchange, acceptances,
securities, obligations of the Company and commercial paper of all kinds; (c) to
sign orders for the transfer of money to affiliated or subsidiary companies, and
(d) to execute contracts or powers of attorney.
SECTION 3. The Board of Directors may either in the absence of any
of said officers or persons, or for any other reason, appoint some other officer
or some other person to exercise the powers and discharge the duties of such
officer or person under this Article, and the officer or person so appointed
shall have all the power and authority hereby conferred upon the officer for
whom he or she may be appointed to act.
ARTICLE XVIII
FISCAL YEAR
SECTION 1. The fiscal year of the Company shall begin the first day
of January and terminate on the thirty-first day of December in each year.
ARTICLE XIX
NOTICE
SECTION 1. Whenever under the provisions of the laws of the State of
Delaware or these By-laws notice is required to be given to any Director, member
of a committee, officer or stockholder, it shall not be construed to mean
personal notice, but such notice may be given by wire or in writing by
depositing the same in the post office or letter box in a post paid, sealed
wrapper, addressed to such Director, member of a committee, officer or
stockholder at his or her address as the same appears in the books of the
Company; and the time when the same shall be mailed shall be deemed to be the
time of the giving of such notice.
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ARTICLE XX
WAIVER OF NOTICE
SECTION 1. Any stockholder, Director or member of a committee may
waive in writing any notice required to be given under these By-laws.
ARTICLE XXI
AMENDMENT OF BY-LAWS
SECTION 1. The Board of Directors, at any meeting, may alter or
amend these By-laws, and any alteration or amendments so made may be repealed by
the Board of Directors or by the stockholders at any meeting duly called.
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