BYLAWS
OF
THE TORO COMPANY
(A DELAWARE CORPORATION)
ARTICLE I
OFFICES, CORPORATE SEAL, AND RECORDS
SECTION 1.1 THE REGISTERED OFFICE OF THE CORPORATION SHALL BE ESTABLISHED AND
MAINTAINED AT THE OFFICE OF THE PRENTICE-HALL CORPORATION SYSTEM, INC., IN THE
CITY OF DOVER, IN THE COUNTY OF KENT, IN THE STATE OF DELAWARE, AND SAID
CORPORATION SHALL BE THE REGISTERED AGENT OF THE CORPORATION IN CHARGE THEREOF,
AND THE CORPORATION MAY HAVE OTHER OFFICES, EITHER WITHIN OR WITHOUT THE STATE
OF DELAWARE, AT SUCH PLACE OR PLACES AS THE BOARD OF DIRECTORS MAY FROM TIME TO
TIME DETERMINE. UNLESS OTHERWISE DETERMINED BY THE BOARD OF DIRECTORS, THE
PRINCIPAL EXECUTIVE OFFICE OF THE CORPORATION SHALL BE AT 8111 LYNDALE AVENUE
SOUTH, IN THE CITY OF BLOOMINGTON, COUNTY OF HENNEPIN, STATE OF MINNESOTA.
SECTION 1.2 THE CORPORATION MAY HAVE A CORPORATE SEAL IN SUCH FORM AS
DETERMINED BY THE BOARD OF DIRECTORS, WHICH MAY BE ALTERED AT PLEASURE, AND THE
SEAL MAY BE USED BY CAUSING IT OR A FACSIMILE THEREOF TO BE IMPRESSED OR AFFIXED
OR IN ANY OTHER MANNER REPRODUCED.
SECTION 1.3 THE CORPORATION SHALL AT ALL TIMES KEEP AT ITS PRINCIPAL EXECUTIVE
OFFICE, OR AT SUCH OTHER PLACE OR PLACES AS THE BOARD OF DIRECTORS MAY
DETERMINE, A SHARE REGISTER GIVING THE NAMES AND ADDRESSES OF THE STOCKHOLDERS,
THE NUMBER AND CLASSES OF SHARES HELD BY EACH, AND THE DATES ON WHICH THE
CERTIFICATES THEREFOR WERE ISSUED.
SECTION 1.4 THE CORPORATION SHALL AT ALL TIMES KEEP AT ITS PRINCIPAL EXECUTIVE
OFFICE THE FOLLOWING RECORDS:
(a) THE ORIGINAL OR COPIES OF RECORDS OF ALL PROCEEDINGS OF
STOCKHOLDERS AND DIRECTORS, OF ITS BYLAWS AND ALL AMENDMENTS
THERETO, AND OF REPORTS MADE TO STOCKHOLDERS OR ANY OF THEM
WITHIN THE NEXT PRECEDING THREE YEARS;
(b) A STATEMENT OF NAMES AND USUAL BUSINESS ADDRESSES OF ITS
DIRECTORS AND PRINCIPAL OFFICERS;
(c) APPROPRIATE FINANCIAL STATEMENTS.
SECTION 1.5 SUBJECT TO LAW AND ANY ORDER OF THE COURT OF CHANCERY, ANY
STOCKHOLDER OF RECORD SHALL HAVE THE RIGHT TO INSPECT AND MAKE COPIES OR
EXTRACTS THEREFROM, UPON PROPER WRITTEN DEMAND UNDER OATH STATING THE PURPOSE
THEREOF, IN PERSON OR BY ATTORNEY OR OTHER AGENT, AT ANY REASONABLE TIME OR
TIMES, FOR ANY PROPER PURPOSE, AND AT THE PRINCIPAL EXECUTIVE OFFICES OF THE
CORPORATION, THE STOCK LEDGER, A LIST OF STOCKHOLDERS, AND OTHER BOOKS AND
RECORDS,
REQUIRED FINANCIAL STATEMENTS, AND THE RECORDS OF THE PROCEEDINGS OF THE
STOCKHOLDERS AND DIRECTORS.
ARTICLE II
MEETING OF STOCKHOLDERS
SECTION 2.1 ALL MEETINGS OF THE STOCKHOLDERS SHALL BE HELD AT SUCH OTHER PLACE
WITHIN OR WITHOUT THE STATE OF DELAWARE AS MAY BE DESIGNATED BY THE BOARD OF
DIRECTORS IN THE NOTICE OF THE MEETING.
SECTION 2.2 THE REGULAR MEETINGS OF THE STOCKHOLDERS, IF ANY, SHALL BE HELD ON
THE DAY OR DATE AND AT THE TIME AND PLACE AS THE BOARD OF DIRECTORS MAY FIX FROM
TIME TO TIME IN ITS DISCRETION, FOR THE ELECTION OF DIRECTORS AND THE
TRANSACTION OF SUCH OTHER BUSINESS AS MAY COME BEFORE THE MEETING; PROVIDED,
HOWEVER, THAT ANY PREVIOUSLY SCHEDULED REGULAR MEETING OF THE STOCKHOLDERS MAY
BE POSTPONED BY RESOLUTION OF THE BOARD OF DIRECTORS UPON PUBLIC NOTICE GIVEN
PRIOR TO THE DATE PREVIOUSLY SCHEDULED FOR SUCH REGULAR MEETING OF THE
STOCKHOLDERS; AND PROVIDED, FURTHER, THAT NO BUSINESS WITH RESPECT TO WHICH
SPECIAL NOTICE IS REQUIRED BY LAW SHALL BE TRANSACTED AT A REGULAR MEETING
UNLESS SUCH NOTICE SHALL HAVE BEEN GIVEN.
SECTION 2.3 SPECIAL MEETINGS OF THE STOCKHOLDERS FOR ANY PURPOSE OR PURPOSES
MAY BE CALLED ONLY BY THE BOARD OF DIRECTORS, PURSUANT TO A RESOLUTION APPROVED
BY A MAJORITY OF THE ENTIRE BOARD OF DIRECTORS; PROVIDED, HOWEVER, THAT ANY
PREVIOUSLY SCHEDULED SPECIAL MEETING OF THE STOCKHOLDERS MAY BE POSTPONED BY
RESOLUTION OF THE BOARD OF DIRECTORS UPON PUBLIC NOTICE GIVEN PRIOR TO THE DATE
PREVIOUSLY SCHEDULED FOR SUCH SPECIAL MEETING OF THE STOCKHOLDERS. BUSINESS
TRANSACTED AT A SPECIAL MEETING SHALL BE CONFINED TO THE PURPOSES STATED IN THE
CALL AND NOTICE THEREOF.
SECTION 2.4 NOTICE OF EACH REGULAR AND SPECIAL MEETING OF STOCKHOLDERS STATING
THE DATE, TIME AND PLACE THEREOF, AND THE GENERAL NATURE OF THE BUSINESS TO BE
CONSIDERED THEREAT, SHALL BE GIVEN AT LEAST TEN (10) DAYS AND NOT MORE THAN
SIXTY (60) DAYS BEFORE THE DATE OF THE MEETING TO EACH STOCKHOLDER ENTITLED TO
VOTE THEREAT. SUCH NOTICE SHALL BE DEEMED DELIVERED WHEN DEPOSITED IN THE
UNITED STATES MAIL WITH POSTAGE THEREON PREPAID, ADDRESSED TO THE STOCKHOLDER AT
HIS ADDRESS AS IT APPEARS ON THE STOCK TRANSFER BOOKS OF THE CORPORATION.
SECTION 2.5 EACH STOCKHOLDER WHO IS ENTITLED TO VOTE PURSUANT TO THE TERMS OF
THE CERTIFICATE OF INCORPORATION AND THESE BYLAWS, OR WHO IS ENTITLED TO VOTE
PURSUANT TO THE LAWS OF THE STATE OF DELAWARE, SHALL BE ENTITLED TO VOTE IN
PERSON OR BY PROXY, BUT NO PROXY SHALL BE VOTED AFTER THREE YEARS FROM ITS DATE
UNLESS SUCH PROXY PROVIDES FOR A LONGER PERIOD. ALL ELECTIONS FOR DIRECTORS
SHALL BE DETERMINED BY A PLURALITY OF THE VOTES OF THE SHARES PRESENT IN PERSON
OR REPRESENTED BY PROXY AT THE MEETING AND ENTITLED TO VOTE ON THE ELECTION OF
DIRECTORS. ALL OTHER QUESTIONS SHALL BE DECIDED BY THE AFFIRMATIVE VOTE OF A
MAJORITY OF THE SHARES PRESENT IN PERSON OR REPRESENTED BY PROXY AT THE MEETING
AND ENTITLED TO VOTE ON SUCH QUESTION.
A COMPLETE LIST OF THE STOCKHOLDERS ENTITLED TO VOTE AT ANY MEETING OF
STOCKHOLDERS AT WHICH DIRECTORS ARE TO BE ELECTED, ARRANGED IN ALPHABETICAL
ORDER, WITH THE ADDRESS OF EACH, AND THE NUMBER OF SHARES HELD BY EACH, 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 DAYS PRIOR
TO THE MEETING, 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 THE MEETING IS TO BE HELD. THE LIST SHALL ALSO BE
PRODUCED AND KEPT AT THE TIME AND PLACE OF THE MEETING DURING THE WHOLE TIME
THEREOF, AND MAY BE INSPECTED BY ANY STOCKHOLDER WHO IS PRESENT.
THE BOARD OF DIRECTORS BY RESOLUTION SHALL APPOINT ONE OR MORE INSPECTORS, WHICH
INSPECTOR OR INSPECTORS MAY INCLUDE INDIVIDUALS WHO SERVE THE CORPORATION IN
OTHER CAPACITIES, INCLUDING WITHOUT LIMITATION AS OFFICERS, EMPLOYEES, AGENTS OF
REPRESENTATIVES OF THE CORPORATION, TO ACT AT THE MEETING AND MAKE A WRITTEN
REPORT THEREOF. ONE OR MORE PERSONS MAY BE DESIGNATED AS ALTERNATE INSPECTORS
TO REPLACE ANY INSPECTOR WHO FAILS TO ACT. IF NO INSPECTOR OR ALTERNATE
INSPECTOR HAS BEEN APPOINTED TO ACT OR IS ABLE TO ACT AT A MEETING OF
STOCKHOLDERS, THE CHAIRMAN OF THE MEETING SHALL APPOINT ONE OR MORE INSPECTORS
TO ACT AT THE MEETING. EACH INSPECTOR, BEFORE DISCHARGING HIS OR HER DUTIES,
SHALL TAKE AND SIGN AN OATH FAITHFULLY TO EXECUTE THE DUTIES OF INSPECTOR WITH
STRICT IMPARTIALITY AND ACCORDING TO THE BEST OF HIS OR HER ABILITY. THE
INSPECTORS SHALL HAVE THE DUTIES PRESCRIBED BY LAW.
THE CHAIRMAN OF THE MEETING SHALL FIX AND ANNOUNCE AT THE MEETING THE DATE AND
TIME OF THE OPENING AND THE CLOSING OF THE POLLS FOR EACH MATTER UPON WHICH THE
STOCKHOLDERS WILL VOTE AT THE MEETING.
SECTION 2.6 EXCEPT AS OTHERWISE REQUIRED BY LAW, BY THE CERTIFICATE OF
INCORPORATION OR BY THESE BYLAWS, THE PRESENCE, IN PERSON OR BY PROXY, OF
STOCKHOLDERS HOLDING A MAJORITY OF THE VOTING POWER OF THE OUTSTANDING STOCK OF
THE CORPORATION SHALL CONSTITUTE A QUORUM AT ALL MEETINGS OF THE STOCKHOLDERS.
THE CHAIRMAN OF ANY REGULAR OR SPECIAL MEETING OF THE STOCKHOLDERS OR A MAJORITY
IN INTEREST OF THE STOCKHOLDERS ENTITLED TO VOTE THEREAT SHALL HAVE THE POWER TO
ADJOURN SUCH MEETING FROM TIME TO TIME, WITHOUT NOTICE OTHER THAN ANNOUNCEMENT
AT THE MEETING, WHETHER OR NOT THERE IS SUCH A QUORUM. NO NOTICE OF THE TIME
AND PLACE OF ADJOURNED MEETINGS NEED BE GIVEN EXCEPT AS REQUIRED BY LAW;
PROVIDED, HOWEVER, THAT IF SUCH ADJOURNMENT IS FOR MORE THAN THIRTY (30) DAYS,
OR IF AFTER SUCH ADJOURNMENT A NEW RECORD DATE IS FIXED FOR THE ADJOURNED
MEETING, A NOTICE OF THE ADJOURNED MEETING SHALL BE GIVEN TO EACH STOCKHOLDER OF
RECORD ENTITLED TO VOTE AT SUCH ADJOURNED MEETING. AT ANY SUCH ADJOURNED
MEETING AT WHICH THE REQUISITE AMOUNT OF STOCK ENTITLED TO VOTE SHALL BE
REPRESENTED, ANY BUSINESS MAY BE TRANSACTED WHICH MIGHT HAVE BEEN TRANSACTED AT
THE MEETING AS ORIGINALLY NOTICED; BUT ONLY THOSE STOCKHOLDERS ENTITLED TO VOTE
AT THE MEETING AS ORIGINALLY NOTICED SHALL BE ENTITLED TO VOTE AT ANY
ADJOURNMENT OR ADJOURNMENTS THEREOF UNLESS THE BOARD OF DIRECTORS SHALL HAVE
FIXED A NEW RECORD DATE FOR SUCH ADJOURNMENT OR ADJOURNMENTS PURSUANT TO SECTION
2.7 OF THESE BYLAWS.
THE STOCKHOLDERS PRESENT AT A DULY ORGANIZED MEETING MAY CONTINUE TO TRANSACT
BUSINESS UNTIL ADJOURNMENT, NOTWITHSTANDING THE WITHDRAWAL OF ENOUGH
STOCKHOLDERS TO LEAVE LESS THAN A QUORUM.
SECTION 2.7 IN ORDER THAT THE CORPORATION MAY DETERMINE THE STOCKHOLDERS
ENTITLED TO NOTICE OF OR TO VOTE AT ANY MEETING OF STOCKHOLDERS OR ANY
ADJOURNMENT THEREOF, OR ENTITLED TO RECEIVE PAYMENT OF ANY DIVIDEND OR OTHER
DISTRIBUTION OR ALLOTMENT OF ANY RIGHTS, OR ENTITLED TO EXERCISE ANY RIGHTS IN
RESPECT TO ANY CHANGE, CONVERSION OR EXCHANGE OF STOCK OR FOR THE PURPOSE OF ANY
OTHER LAWFUL ACTION, THE BOARD OF DIRECTORS MAY FIX, IN ADVANCE, A RECORD DATE,
WHICH SHALL NOT BE LESS THAN TEN NOR MORE THAN SIXTY DAYS BEFORE THE DATE OF
SUCH MEETING, NOR MORE THAN SIXTY DAYS PRIOR TO ANY OTHER ACTION. A
DETERMINATION OF STOCKHOLDERS OF RECORD ENTITLED TO NOTICE OF OR TO VOTE AT A
MEETING OF STOCKHOLDERS SHALL APPLY TO ANY ADJOURNMENT OR ADJOURNMENTS OF THE
MEETING; PROVIDED, HOWEVER, THAT THE BOARD OF DIRECTORS MAY FIX A NEW RECORD
DATE FOR THE ADJOURNED MEETING.
SECTION 2.8 SECTION 2.8 (A) (1) NOMINATIONS OF PERSONS FOR ELECTION TO THE
BOARD OF DIRECTORS OF THE CORPORATION AND THE PROPOSAL OF BUSINESS TO BE
CONSIDERED BY THE STOCKHOLDERS MAY BE MADE AT A REGULAR MEETING OF STOCKHOLDERS
(a) PURSUANT TO THE CORPORATION'S NOTICE OF MEETING, (b) BY OR AT THE DIRECTION
OF THE BOARD OF DIRECTORS OR (c) BY ANY STOCKHOLDER OF THE CORPORATION WHO WAS
A STOCKHOLDER OF RECORD AT THE TIME OF GIVING OF NOTICE PROVIDED FOR IN THIS
BYLAW, WHO IS ENTITLED TO VOTE AT THE MEETING AND WHO COMPLIED WITH THE NOTICE
PROCEDURES SET FORTH IN THIS BYLAW.
(2) FOR NOMINATIONS OR OTHER BUSINESS TO BE PROPERLY BROUGHT BEFORE A REGULAR
MEETING BY A STOCKHOLDER PURSUANT TO CLAUSE (c) OF PARAGRAPH (A) (1) OF THIS
BYLAW, THE STOCKHOLDER MUST HAVE GIVEN TIMELY NOTICE THEREOF IN WRITING TO THE
SECRETARY OF THE CORPORATION. TO BE TIMELY, A STOCKHOLDER'S NOTICE SHALL BE
DELIVERED TO THE SECRETARY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION
NOT LESS THAN FORTY-FIVE (45) DAYS NOR MORE THAN NINETY (90) DAYS PRIOR TO THE
FIRST ANNIVERSARY OF THE DATE ON WHICH THE CORPORATION FIRST MAILED ITS PROXY
MATERIALS FOR THE PRECEDING YEAR'S REGULAR MEETING; PROVIDED, HOWEVER, THAT IN
THE EVENT THAT THE DATE OF THE REGULAR MEETING IS ADVANCED BY MORE THAN THIRTY
(30) DAYS OR DELAYED BY MORE THAN SIXTY (60) DAYS FROM THE ANNIVERSARY DATE OF
THE PRECEDING YEAR'S REGULAR MEETING, NOTICE BY THE STOCKHOLDER TO BE TIMELY
MUST BE SO DELIVERED NOT EARLIER THAN THE 90TH DAY PRIOR TO SUCH RESCHEDULED
REGULAR MEETING AND NOT LATER THAN THE CLOSE OF BUSINESS ON THE LATER OF THE
60TH DAY PRIOR TO SUCH RESCHEDULED REGULAR MEETING OR THE 10TH DAY FOLLOWING THE
DAY ON WHICH PUBLIC ANNOUNCEMENT OF THE DATE OF SUCH MEETING IS FIRST MADE.
SUCH STOCKHOLDER'S NOTICE SHALL SET FORTH (a) AS TO EACH PERSON WHOM THE
STOCKHOLDER PROPOSES TO NOMINATE FOR ELECTION OR REELECTION AS A DIRECTOR ALL
INFORMATION RELATING TO SUCH PERSON THAT IS REQUIRED TO BE DISCLOSED IN
SOLICITATIONS OF PROXIES FOR ELECTION OF DIRECTORS, OR IS OTHERWISE REQUIRED, IN
EACH CASE PURSUANT TO REGULATION 14A UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED (THE "EXCHANGE ACT") (INCLUDING SUCH PERSON'S WRITTEN CONSENT TO
BEING NAMED IN THE PROXY STATEMENT AS A NOMINEE AND TO SERVING AS A DIRECTOR IF
ELECTED); (b) AS TO ANY OTHER BUSINESS THAT THE STOCKHOLDER PROPOSES TO BRING
BEFORE THE MEETING, A BRIEF DESCRIPTION OF THE BUSINESS DESIRED TO BE BROUGHT
BEFORE THE MEETING, THE REASONS FOR CONDUCTING SUCH BUSINESS AT THE MEETING AND
ANY MATERIAL INTEREST IN SUCH BUSINESS OF SUCH STOCKHOLDER AND THE BENEFICIAL
OWNER, IF ANY, ON WHOSE BEHALF THE PROPOSAL IS MADE; AND (c) AS TO THE
STOCKHOLDER GIVING THE NOTICE AND THE BENEFICIAL OWNER, IF ANY, ON WHOSE BEHALF
THE NOMINATION OR PROPOSAL IS MADE (i) THE NAME AND ADDRESS OF SUCH STOCKHOLDER,
AS THEY APPEAR ON THE CORPORATION'S BOOKS, AND OF SUCH BENEFICIAL OWNER AND (ii)
THE CLASS AND NUMBER OF SHARES OF THE CORPORATION THAT ARE OWNED BENEFICIALLY
AND OF RECORD BY SUCH STOCKHOLDER AND SUCH BENEFICIAL OWNER.
(3) NOTWITHSTANDING ANYTHING IN PARAGRAPH (A) (2) OF THIS BYLAW, IN THE EVENT
THAT THE NUMBER OF DIRECTORS TO BE ELECTED TO THE BOARD OF DIRECTORS OF THE
CORPORATION IS INCREASED AND THERE IS NO PUBLIC ANNOUNCEMENT NAMING ALL OF THE
NOMINEES FOR DIRECTOR OR SPECIFYING THE SIZE OF THE INCREASED BOARD OF DIRECTORS
MADE BY THE CORPORATION AT LEAST SEVENTY (70) DAYS PRIOR TO THE FIRST
ANNIVERSARY OF THE PRECEDING YEAR'S REGULAR MEETING, A STOCKHOLDER'S NOTICE
REQUIRED BY THIS BYLAW SHALL ALSO BE CONSIDERED TIMELY, BUT ONLY WITH RESPECT TO
NOMINEES FOR ANY NEW POSITIONS CREATED BY SUCH INCREASE, IF IT SHALL BE
DELIVERED TO THE SECRETARY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION
NOT LATER THAN THE CLOSE OF BUSINESS ON THE 10TH DAY FOLLOWING THE DAY ON WHICH
SUCH PUBLIC ANNOUNCEMENT IS FIRST MADE BY THE CORPORATION.
(B) NOMINATIONS OF PERSONS FOR ELECTION TO THE BOARD OF DIRECTORS MAY BE MADE
AT A SPECIAL MEETING OF STOCKHOLDERS AT WHICH DIRECTORS ARE TO BE ELECTED
PURSUANT TO THE CORPORATION'S NOTICE OF MEETING (a) BY OR AT THE DIRECTION OF
THE BOARD OF DIRECTORS OR (b) PROVIDED THAT THE BOARD OF DIRECTORS HAS
DETERMINED THAT DIRECTORS SHALL BE ELECTED AT SUCH MEETING, BY ANY STOCKHOLDER
OF THE CORPORATION WHO IS A STOCKHOLDER OF RECORD AT THE TIME OF GIVING OF
NOTICE PROVIDED FOR IN THIS BYLAW, WHO SHALL BE ENTITLED TO VOTE AT THE MEETING
AND WHO COMPLIES WITH THE NOTICE PROCEDURES SET FORTH IN THIS BYLAW. IN THE
EVENT THE CORPORATION CALLS A SPECIAL MEETING OF STOCKHOLDERS FOR THE PURPOSE OF
ELECTING ONE OR MORE DIRECTORS TO THE BOARD OF DIRECTORS, ANY SUCH STOCKHOLDER
MAY NOMINATE A PERSON OR PERSONS (AS THE CASE MAY BE) FOR ELECTION TO SUCH
POSITION(S) AS SPECIFIED IN THE CORPORATION'S NOTICE OF MEETING, IF THE
STOCKHOLDER'S NOTICE REQUIRED BY PARAGRAPH (A) (2) AT THE PRINCIPAL EXECUTIVE
OFFICES OF THE CORPORATION NOT EARLIER THAN THE 90TH DAY PRIOR TO SUCH SPECIAL
MEETING AND NOT LATER THAN THE CLOSE OF BUSINESS ON THE LATER OF THE 60TH DAY
PRIOR TO SUCH SPECIAL MEETING OR THE 10TH DAY FOLLOWING THE DAY ON WHICH PUBLIC
ANNOUNCEMENT IS FIRST MADE OF THE DATE OF THE SPECIAL MEETING AND OF THE
NOMINEES PROPOSED BY; THE BOARD OF DIRECTORS TO BE ELECTED AT SUCH MEETING.
(C) (1) ONLY SUCH PERSONS WHO ARE NOMINATED IN ACCORDANCE WITH THE PROCEDURES
SET FORTH IN THIS BYLAW SHALL BE ELIGIBLE TO SERVE AS DIRECTORS AND ONLY SUCH
BUSINESS SHALL BE CONDUCTED AT A REGULAR MEETING OF STOCKHOLDERS AS SHALL HAVE
BEEN BROUGHT BEFORE THE MEETING IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN
THIS BYLAW AND, IF ANY PROPOSED NOMINATION OR BUSINESS IS NOT IN COMPLIANCE WITH
THIS BYLAW, TO DECLARE THAT SUCH DEFECTIVE PROPOSAL SHALL BE DISREGARDED. THE
CHAIRMAN OF THE MEETING SHALL HAVE THE POWER AND DUTY TO DETERMINE WHETHER A
NOMINATION OR ANY BUSINESS PROPOSED TO BE BROUGHT BEFORE THE MEETING WAS MADE IN
ACCORDANCE WITH THE PROCEDURES SET FORTH IN THIS BYLAW AND, IF ANY PROPOSED
NOMINATION OR BUSINESS IS NOT IN COMPLIANCE WITH THIS BYLAW, TO DECLARE THAT
SUCH DEFECTIVE PROPOSAL SHALL BE DISREGARDED.
(2) NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS BYLAW, A STOCKHOLDER SHALL
ALSO COMPLY WITH ALL APPLICABLE REQUIREMENTS OF THE EXCHANGE ACT AND THE RULES
AND REGULATIONS THEREUNDER WITH RESPECT TO THE MATTERS SET FORTH IN THIS BYLAW.
NOTHING IN THIS BYLAW SHALL BE DEEMED TO AFFECT ANY RIGHTS OF STOCKHOLDERS TO
REQUEST INCLUSION OF PROPOSALS IN THE CORPORATION'S PROXY STATEMENT PURSUANT TO
RULE 14a-8 UNDER THE EXCHANGE ACT.
(3) FOR PURPOSES OF THIS BYLAW, "PUBLIC ANNOUNCEMENT" SHALL MEAN DISCLOSURE IN
A PRESS RELEASE REPORTED BY THE DOW JONES NEWS SERVICE, ASSOCIATED PRESS OR
COMPARABLE NATIONAL NEWS SERVICE OR IN A DOCUMENT PUBLICLY FILED BY THE
CORPORATION WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO SECTIONS 13,
14 OR 15(d) OF THE EXCHANGE ACT.
ARTICLE III
DIRECTORS
SECTION 3.1 THE BUSINESS AND AFFAIRS OF THE CORPORATION SHALL BE MANAGED UNDER
THE DIRECTION OF A BOARD OF DIRECTORS WHICH, SUBJECT TO ANY RIGHT OF THE HOLDERS
OF ANY SERIES OF PREFERRED STOCK THEN OUTSTANDING TO ELECT ADDITIONAL DIRECTORS
UNDER SPECIFIED CIRCUMSTANCES, SHALL CONSIST OF NOT LESS THAN EIGHT (8) NOR MORE
THAN ELEVEN (11) PERSONS. THE EXACT NUMBER OF DIRECTORS WITHIN THE MINIMUM AND
MAXIMUM LIMITATIONS SPECIFIED IN THE PRECEDING SENTENCE SHALL BE FIXED FROM TIME
TO TIME BY THE BOARD PURSUANT TO A RESOLUTION ADOPTED BY A MAJORITY OF ITS
MEMBERS. THE DIRECTORS SHALL BE DIVIDED INTO THREE CLASSES, AS NEARLY EQUAL IN
NUMBER AS POSSIBLE, WITH THE TERM OF OFFICE OF CLASS A TO EXPIRE AT THE 1984
ANNUAL MEETING OF STOCKHOLDERS, THE TERM OF OFFICE OF CLASS B TO EXPIRE AT THE
1985 ANNUAL MEETING OF STOCKHOLDERS AND THE TERM OF OFFICE OF CLASS C TO EXPIRE
AT THE 1986 ANNUAL MEETING OF STOCKHOLDERS. AT EACH ANNUAL MEETING OF
STOCKHOLDERS FOLLOWING SUCH INITIAL CLASSIFICATION AND ELECTION, DIRECTORS
ELECTED TO SUCCEED THOSE DIRECTORS WHOSE TERMS EXPIRE SHALL BE ELECTED FOR A
TERM OF OFFICE TO EXPIRE AT THE THIRD SUCCEEDING ANNUAL MEETING OF STOCKHOLDERS
AFTER THEIR ELECTION.
SECTION 3.2 SUBJECT TO THE RIGHTS OF THE HOLDERS OF ANY SERIES OF PREFERRED
STOCK THEN OUTSTANDING, NEWLY CREATED DIRECTORSHIPS RESULTING FROM ANY INCREASE
IN THE AUTHORIZED NUMBER OF DIRECTORS OR ANY VACANCIES IN THE BOARD RESULTING
FROM DEATH, RESIGNATION, RETIREMENT, DISQUALIFICATION, REMOVAL FROM OFFICE OR
OTHER CAUSE SHALL BE FILLED ONLY BY MAJORITY VOTE OF THE DIRECTORS THEN IN
OFFICE, AND DIRECTORS SO CHOSEN SHALL HOLD OFFICE FOR A TERM EXPIRING AT THE
ANNUAL MEETING OF STOCKHOLDERS AT WHICH THE TERM OF THE CLASS TO WHICH THEY HAVE
BEEN ELECTED EXPIRES. NO DECREASE IN THE NUMBER OF DIRECTORS CONSTITUTING THE
BOARD SHALL SHORTEN THE TERM OF ANY INCUMBENT DIRECTOR. SUBJECT TO THE RIGHTS
OF THE HOLDERS OF ANY SERIES OF PREFERRED STOCK THEN OUTSTANDING, ANY DIRECTOR,
OR THE ENTIRE BOARD, MAY BE REMOVED FROM OFFICE AT ANY TIME, BUT ONLY FOR CAUSE
AND ONLY BY THE AFFIRMATIVE VOTE OF THE HOLDERS OF AT LEAST 80% OF THE VOTING
POWER OF THE THEN OUTSTANDING COMMON STOCK OF THE COMPANY.
SECTION 3.3 REGULAR MEETINGS OF THE BOARD SHALL BE HELD AT BI-MONTHLY INTERVALS
DURING EACH FISCAL YEAR, OR ON SUCH ALTERNATE INTERVALS OR DATES AS THE BOARD
MAY FIX FROM TIME TO TIME IN ITS DISCRETION, AND AT SUCH TIME AND PLACE AS THE
CHAIRMAN OF THE BOARD OF DIRECTORS OR, IN HIS
ABSENCE, THE PRESIDENT SHALL DETERMINE, PREFERABLY AT THE PRINCIPAL EXECUTIVE
OFFICE OF THE CORPORATION DURING THE THIRD WEEK OF THE MONTH. AT LEAST THREE
(3) DAYS' NOTICE THEREOF SHALL BE GIVEN BY THE SECRETARY TO EACH DIRECTOR,
EITHER PERSONALLY OR BY TELEPHONE, MAIL, TELEGRAM OR FACSIMILE TRANSMISSION.
SECTION 3.4 SPECIAL MEETINGS OF THE BOARD MAY BE CALLED BY THE CHIEF EXECUTIVE
OFFICER OR BY ANY TWO DIRECTORS, AND NOT LESS THAN TWENTY-FOUR (24) HOURS'
NOTICE THEREOF SHALL BE GIVEN BY THE SECRETARY TO ANY DIRECTOR, EITHER
PERSONALLY OR BY TELEPHONE, MAIL, TELEGRAM OR FACSIMILE TRANSMISSION.
SECTION 3.5 ANY ACTION TAKEN BY THE BOARD OR ANY COMMITTEE THEREOF AT ANY
MEETING WHERE ALL MEMBERS ARE PRESENT SHALL BE VALID WHETHER OR NOT NOTICE OF
SUCH MEETING WAS IN FACT GIVEN, EXCEPT AS PROVIDED BY LAW. ANY ACTION WHICH
MIGHT BE TAKEN AT A MEETING OF THE BOARD, OR AT A MEETING OF ANY COMMITTEE
THEREOF AS THE CASE MAY BE, MAY BE TAKEN WITHOUT MEETING AS PROVIDED BY LAW.
SECTION 3.6 AT ALL MEETINGS OF THE BOARD A MAJORITY OF THE DIRECTORS SHALL BE
NECESSARY AND SUFFICIENT TO CONSTITUTE A QUORUM FOR THE TRANSACTION OF BUSINESS,
BUT IF LESS THAN A QUORUM ARE PRESENT, THOSE PRESENT MAY ADJOURN THE MEETING
FROM TIME TO TIME UNTIL A QUORUM SHALL BE PRESENT.
SECTION 3.7 THE BOARD MAY UNANIMOUSLY ELECT FROM AMONG THE DIRECTORS AN
EXECUTIVE COMMITTEE, A COMPENSATION COMMITTEE, AN AUDIT COMMITTEE, AND A
NOMINATING COMMITTEE, AND SUCH OTHER COMMITTEES AS THE BOARD MAY FROM TIME TO
TIME DETERMINE, TO SERVE AT THE PLEASURE OF THE BOARD. THE MEMBERS OF THE BOARD
OF DIRECTORS AND OF SAID COMMITTEES SHALL HAVE THE ROLE OF MONITORING THE
CONDUCT OF THE BUSINESS AND AFFAIRS OF THE CORPORATION ON BEHALF OF ALL OF THE
CONSTITUENCIES OF THE CORPORATION, INCLUDING IN PARTICULAR, THOSE WHO INVEST IN
THE STOCK OF THE CORPORATION, IN AN ENVIRONMENT OF LOYAL BUT INDEPENDENT
OVERSIGHT. EACH COMMITTEE SHALL MAINTAIN INDEPENDENT MINUTES OF ACTION, AND
WITH THE EXCEPTION OF THE AUDIT COMMITTEE, AND RESOLUTIONS OF THE COMPENSATION
COMMITTEE RELATING TO MATTERS GOVERNED BY OR WITHIN THE SCOPE OF SECTION 16 OF
THE SECURITIES AND EXCHANGE ACT OF 1934 OR SECTION 162(m) OF THE INTERNAL
REVENUE CODE OF 1986, OR ITS SUCCESSOR PROVISION, SUCH MINUTES SHALL BE SUBJECT
TO APPROVAL BY THE BOARD.
SECTION 3.8 THE EXECUTIVE COMMITTEE SHALL CONSIST OF TWO OR MORE OF THE
DIRECTORS OF THE CORPORATION, INCLUDING THE CHAIRMAN OF THE BOARD OF DIRECTORS,
AND ONE OF THE MEMBERS SHALL BE DESIGNATED BY THE BOARD OF DIRECTORS AS ITS
CHAIRMAN. THE CHAIRMAN OF THE EXECUTIVE COMMITTEE SHALL PRESIDE AT ALL MEETINGS
OF THE EXECUTIVE COMMITTEE AND SHALL PERFORM SUCH OTHER DUTIES AS MAY BE
PRESCRIBED BY THE BOARD OF DIRECTORS. THE UNDERLYING PURPOSE OF THE EXECUTIVE
COMMITTEE IS TO EXERCISE ALL OF THE POWERS AND AUTHORITY OF THE BOARD DURING
INTERVALS BETWEEN MEETINGS OF THE BOARD, INCLUDING THE POWER TO DECLARE
DIVIDENDS ON THE CORPORATION'S COMMON STOCK. THE COMMITTEE SHALL HAVE
DISCRETIONARY AUTHORITY TO UNDERTAKE ADDITIONAL ACTIVITIES WITHIN THE SCOPE OF
ITS PRIMARY FUNCTIONS.
SECTION 3.9 THE AUDIT COMMITTEE SHALL CONSIST OF TWO OR MORE OF THE DIRECTORS
OF THE CORPORATION, NONE OF WHOM SHALL BE OFFICERS OR EMPLOYEES OF THE
CORPORATION, AND ONE OF THE MEMBERS SHALL BE DESIGNATED BY THE BOARD OF
DIRECTORS AS ITS CHAIRMAN. THE CHAIRMAN OF THE AUDIT COMMITTEE SHALL PRESIDE AT
ALL MEETINGS OF THE AUDIT COMMITTEE AND SHALL PERFORM SUCH OTHER DUTIES AS MAY
BE PRESCRIBED BY THE BOARD OF DIRECTORS. THE PURPOSE OF THE AUDIT COMMITTEE IS
TO ASSIST THE BOARD OF DIRECTORS IN FULFILLING THE BOARD'S RESPONSIBILITY TO
OVERSEE THE CORPORATION'S ACCOUNTING CONTROLS AND POLICIES, AND REPORTING
PRACTICES, INCLUDING MAKING RECOMMENDATIONS REGARDING THE SELECTION, RETENTION
AND TERMINATION OF THE CORPORATION'S INDEPENDENT AUDITORS, REVIEW OF
PROFESSIONAL SERVICES, PROPOSED FEES AND INDEPENDENCE OF SUCH AUDITORS, SCOPE OF
THE AUDIT, AUTHORIZATION OF SPECIAL REVIEWS OR AUDITS, REVIEW OF INTERNAL
AUDITING PROCEDURES AND THE ADEQUACY OF INTERNAL CONTROLS, AND REVIEW OF
POLICIES AND PRACTICES RESPECTING CONFLICT OF INTEREST AND COMPLIANCE WITH
APPLICABLE LAWS. THE MANAGER OF THE CORPORATION'S INTERNAL AUDITING FUNCTION,
WHEN OPERATIVE, SHALL HAVE AN INDIRECT REPORTING RELATIONSHIP TO THE CHAIRMAN OF
THE AUDIT COMMITTEE, AND SHALL PERFORM SUCH DUTIES AS MAY BE PRESCRIBED BY THE
BOARD OF DIRECTORS OR BY THE CHAIRMAN OF THE AUDIT COMMITTEE. THE COMMITTEE
SHALL HAVE DISCRETIONARY AUTHORITY TO UNDERTAKE ADDITIONAL ACTIVITIES WITHIN THE
SCOPE OF ITS PRIMARY FUNCTIONS.
SECTION 3.10 THE COMPENSATION COMMITTEE SHALL CONSIST OF TWO OR MORE DIRECTORS
OF THE CORPORATION, NONE OF WHOM SHALL BE OFFICERS OR EMPLOYEES OF THE
CORPORATION, AND ONE OF THE MEMBERS SHALL BE DESIGNATED BY THE BOARD OF
DIRECTORS AS ITS CHAIRMAN. THE CHAIRMAN OF THE COMPENSATION COMMITTEE SHALL
PRESIDE AT ALL MEETINGS OF THE COMPENSATION COMMITTEE AND SHALL PERFORM SUCH
OTHER DUTIES AS MAY BE PRESCRIBED BY THE BOARD OF DIRECTORS. THE PURPOSES OF
THE COMPENSATION COMMITTEE INCLUDE: TO ADMINISTER ALL EMPLOYEE BENEFIT PLANS
HERETOFORE OR HEREAFTER ESTABLISHED INCLUDING THE GRANTING OF STOCK OPTIONS AND
INCENTIVE AWARDS AUTHORIZED UNDER EMPLOYEE BENEFIT PLANS GOVERNED BY OR WITHIN
THE SCOPE OF SECTION 16 OF THE SECURITIES AND EXCHANGE ACT OF 1934 OR SECTION
162(m) OF THE INTERNAL REVENUE CODE OF 1986, OR ITS SUCCESSOR PROVISION; TO
STUDY AND ANALYZE SPECIFIC AND GENERAL MATTERS OF MANAGEMENT COMPENSATION; TO
PERIODICALLY REVIEW MANAGEMENT COMPENSATION POLICIES AND PRACTICES; TO MAKE
RECOMMENDATIONS TO THE BOARD RESPECTING INCENTIVE COMPENSATION AWARDS; AND TO
CONSIDER AND APPROVE OFFICER SALARY ADJUSTMENTS OF ELECTED OFFICERS OF THE
CORPORATION AT THE LEVEL OF VICE PRESIDENT AND ABOVE.
SECTION 3.11 THE NOMINATING COMMITTEE SHALL CONSIST OF TWO OR MORE DIRECTORS OF
THE CORPORATION WHO DO NOT HAVE ANY DIRECT OR INDIRECT ECONOMIC OR PERSONAL
ASSOCIATION WITH THE CORPORATION, OR WITH ANY OF ITS AFFILIATES OR THE EMPLOYEES
THEREOF. THE CHIEF EXECUTIVE OFFICER OF THE CORPORATION SHALL SERVE AS AN EX
OFFICIO NON-VOTING MEMBER. ONE OF THE MEMBERS OF THE COMMITTEE SHALL BE
DESIGNATED AS ITS CHAIRMAN BY THE BOARD OF DIRECTORS. THE CHAIRMAN OF THE
NOMINATING COMMITTEE SHALL PRESIDE AT ALL MEETINGS OF THE NOMINATING COMMITTEE
AND SHALL PERFORM SUCH OTHER DUTIES AS MAY BE PRESCRIBED BY THE BOARD OF
DIRECTORS. THE PRIMARY FUNCTIONS OF THE NOMINATING COMMITTEE ARE TO REVIEW WITH
THE CHIEF EXECUTIVE OFFICER OF THE CORPORATION AN APPROPRIATE SIZE AND MAKEUP
FOR THE BOARD OF DIRECTORS, INCLUDING INDIVIDUALS HAVING SUCH BACKGROUND AND
BUSINESS EXPERIENCE AS ARE CONSISTENT WITH AND COMPATIBLE TO THE LONG-RANGE
INTERESTS AND FUTURE DIRECTION OF THE CORPORATION; TO CONSIDER THE
QUALIFICATIONS OF PERSONS IDENTIFIED AS PROSPECTIVE DIRECTORS TO
EITHER FILL VACANCIES ON THE BOARD OR ENLARGE ITS MEMBERSHIP; TO CONDUCT
RESEARCH TO IDENTIFY AND RECOMMEND NOMINATION OF SUITABLE CANDIDATES WHO ARE
WILLING TO SERVE AS MEMBERS OF THE BOARD OF DIRECTORS AND WHO WILL MAKE A
SUBSTANTIAL CONTRIBUTION TO THE CORPORATION BASED UPON A CAREFUL REVIEW OF THEIR
EXPERIENCE, BACKGROUND, INTERESTS, ABILITY AND AVAILABILITY TO MEET TIME
COMMITMENTS FOR BOARD AND COMMITTEE RESPONSIBILITIES; AND TO DETERMINE WHETHER
ANY PROSPECTIVE OR SEATED MEMBER OF THE BOARD HAS ANY ECONOMIC OR FAMILIAL
RELATIONSHIP WITH THE CORPORATION WHICH MAY NEGATE HIS/HER SUITABILITY FOR SUCH
SERVICE. THE COMMITTEE SHALL ALSO MONITOR CURRENT MEMBERS OF THE BOARD IN LIGHT
OF THE SAME GUIDELINES USED TO SELECT CANDIDATES, SHALL DIRECT THE ACTIVITIES OF
THE BOARD AND MANAGEMENT IN MATTERS OF CORPORATE GOVERNANCE, AND SHALL HAVE
GENERAL DISCRETIONARY AUTHORITY TO UNDERTAKE ADDITIONAL ACTIVITIES WITHIN THE
SCOPE OF ITS PRIMARY FUNCTIONS.
SECTION 3.12 MEETINGS OF EACH COMMITTEE SHALL BE HELD FROM TIME TO TIME AS THE
CHAIRMAN OF SUCH COMMITTEE, THE CHAIRMAN OF THE BOARD OF DIRECTORS, OR ANY TWO
MEMBERS OF SUCH COMMITTEE SHALL DETERMINE, PREFERABLY AT THE PRINCIPAL EXECUTIVE
OFFICE OF THE CORPORATION. ALL MEMBERS OF EACH COMMITTEE SHALL BE GIVEN WRITTEN
NOTICE OF ANY MEETING BY THE SECRETARY, SUCH NOTICE TO BE MAILED TO EACH MEMBER
AT LEAST THREE (3) DAYS PRIOR TO THE DATE THEREOF; PROVIDED, HOWEVER, SUCH
WRITTEN NOTICE SHALL NOT BE REQUIRED AS TO ANY MEMBER WHO SHALL RECEIVE NOTICE
IN PERSON AT LEAST TWENTY-FOUR (24) HOURS PRIOR TO THE TIME OF THE MEETING. ANY
MEMBER MAY IN WRITING, BEFORE OR AFTER ANY MEETING, WAIVE NOTICE THEREOF, AND
ANY MEMBER BY HIS ATTENDANCE AT, AND PARTICIPATION IN, THE ACTION TAKEN AT ANY
MEETING SHALL BE DEEMED TO HAVE WAIVED NOTICE THEREOF. A MAJORITY OF THE
MEMBERS OF A COMMITTEE SHALL CONSTITUTE A QUORUM. ANY ACTION WHICH MIGHT BE
TAKEN AT A MEETING OF A COMMITTEE MAY BE TAKEN WITHOUT MEETING IF EVIDENCED BY A
RESOLUTION SIGNED BY ALL MEMBERS. THE CHAIRMAN OF EACH BOARD COMMITTEE SHALL
PRESIDE AT ALL MEETINGS OF SUCH COMMITTEE AND SHALL PERFORM SUCH OTHER DUTIES AS
MAY BE PRESCRIBED BY THE BOARD OF DIRECTORS OR THE CHAIRMAN THEREOF.
SECTION 3.13 ALL ACTION TAKEN BY THE BOARD COMMITTEES SHALL BE REPORTED TO THE
BOARD OF DIRECTORS AT ITS MEETING NEXT SUCCEEDING SUCH ACTION AND SHALL BE
SUBJECT TO REVISION BY THE BOARD OF DIRECTORS PROVIDED THAT NO ACTS OR RIGHTS OF
THIRD PARTIES SHALL BE PREJUDICED THEREBY. ALL SUCH ACTION SHALL ALSO BE
RECORDED IN THE MINUTE BOOKS OF THE CORPORATION IN THE SAME MANNER IN WHICH
ACTION TAKEN BY THE BOARD OF DIRECTORS IS RECORDED. THE AFFIRMATIVE VOTE OF THE
MAJORITY OF ALL MEMBERS OF EACH COMMITTEE SHALL BE NECESSARY TO ITS ADOPTION OF
ANY RESOLUTION.
ARTICLE IV
OFFICERS
SECTION 4.1 THE OFFICERS OF THIS CORPORATION SHALL BE ELECTED BY THE BOARD FROM
TIME TO TIME AS IT DEEMS APPROPRIATE, AND SHALL INCLUDE A CHAIRMAN OF THE BOARD
OF DIRECTORS, WHO SHALL SERVE AS CHIEF EXECUTIVE OFFICER, TO BE ELECTED BY THE
BOARD OF DIRECTORS FROM AMONG ITS MEMBERS, A PRESIDENT, AND ONE OR MORE VICE
PRESIDENTS ONE OF WHOM SHALL PERFORM THE DUTIES OF THE CHIEF FINANCIAL OFFICER,
A SECRETARY, A TREASURER, AND SUCH OTHER OFFICERS AND AGENTS AS
MAY FROM TIME TO TIME BE ELECTED BY THE BOARD OF DIRECTORS. ANY TWO OFFICES
EXCEPT THOSE OF THE PRESIDENT AND VICE PRESIDENT MAY BE HELD BY THE SAME PERSON.
ALL OFFICERS SHALL HOLD OFFICE AT THE PLEASURE OF THE BOARD OF DIRECTORS AND BE
SUBJECT TO DISMISSAL BY IT, WITH OR WITHOUT CAUSE.
SECTION 4.2 THE SALARY AND OTHER COMPENSATION OF THE CHAIRMAN OF THE BOARD, THE
PRESIDENT AND ALL ELECTED VICE PRESIDENTS SHALL BE FIXED BY THE BOARD OF
DIRECTORS. IF ANY VACANCY SHALL OCCUR AMONG THE ELECTED OFFICERS, IT SHALL BE
FILLED BY THE BOARD.
SECTION 4.3 THE CHAIRMAN OF THE BOARD OF DIRECTORS, OR IN HIS ABSENCE THE
CHAIRMAN OF THE ORGANIZATION AND COMPENSATION COMMITTEE, SHALL PRESIDE AT ALL
MEETINGS OF THE BOARD OF DIRECTORS. THE CHAIRMAN OF THE BOARD HAS AUTHORITY TO
APPOINT CERTAIN OFFICERS OF THE COMPANY, INCLUDING VICE PRESIDENTS AND CERTAIN
ASSISTANT OFFICERS WHOSE RESPONSIBILITIES DO NOT WARRANT ELECTION BY THE BOARD
OF DIRECTORS, AND SHALL ALSO PERFORM SUCH OTHER DUTIES AS MAY BE PRESCRIBED BY
THE BOARD OF DIRECTORS.
SECTION 4.4 THE PRESIDENT SHALL BE CHIEF OPERATING OFFICER OF THE CORPORATION
AND, AS SUCH, SHALL CARRY OUT THE PLANS FOR THE CORPORATION AS APPROVED BY THE
CHAIRMAN OF THE BOARD AND THE BOARD OF DIRECTORS. IN THE ABSENCE OF THE
CHAIRMAN OF THE BOARD OF DIRECTORS, HE SHALL PRESIDE AT ALL MEETINGS OF THE
STOCKHOLDERS AND OTHERWISE PERFORM THE CHIEF EXECUTIVE OFFICER'S DUTIES AS
PRESCRIBED BY THE BOARD OF DIRECTORS.
SECTION 4.5 EACH VICE PRESIDENT SHALL PERFORM SUCH DUTIES AS MAY BE PRESCRIBED
BY THE BOARD OF DIRECTORS. THE VICE PRESIDENT OF FINANCE SHALL BE THE CHIEF
FINANCIAL OFFICER. IN THE ABSENCE OR DISABILITY OF THE CHAIRMAN OF THE BOARD,
THE PRESIDENT SHALL SUCCEED TO HIS POWERS AND DUTIES, AND IN THE ABSENCE OF THE
PRESIDENT, THE CHIEF FINANCIAL OFFICER SHALL SUCCEED TO HIS POWERS AND DUTIES,
AND IN THE EVENT ALL ARE UNABLE TO SERVE FOR ANY REASON, THE VICE PRESIDENTS
SHALL SUCCEED TO THEIR POWER AND DUTIES IN THE ORDER IN WHICH ELECTED.
SECTION 4.6 THE SECRETARY SHALL ATTEND ALL MEETINGS OF THE BOARD OF DIRECTORS,
EXECUTIVE COMMITTEE, AND OF THE STOCKHOLDERS, AND RECORD ALL VOTES AND KEEP
MINUTES OF ALL PROCEEDINGS. HE SHALL GIVE, OR CAUSE TO BE GIVEN, REQUIRED
NOTICES OF MEETINGS OF THE BOARD OF DIRECTORS, EXECUTIVE COMMITTEE AND OF THE
STOCKHOLDERS. HE SHALL KEEP IN SAFE CUSTODY THE SEAL OF THE CORPORATION AND,
WHEN AUTHORIZED BY THE BOARD, AFFIX THE SAME TO ANY INSTRUMENT REQUIRING IT, AND
SHALL PERFORM SUCH OTHER DUTIES AS MAY BE PRESCRIBED BY THE BOARD OF DIRECTORS.
SECTION 4.7 THE TREASURER SHALL MAINTAIN NECESSARY RELATIONSHIPS WITH BANKS AND
OTHER FINANCIAL INSTITUTIONS AND PROVIDE FOR ADEQUATE LINES OF CREDIT; SHALL
PLAN FOR AND MAINTAIN ADEQUATE FUNDS IN APPROPRIATE WORKING AND DEPOSITORY
ACCOUNTS TO MEETING OUTSTANDING AND PLANNED COMMITMENTS; AND SHALL BE
RESPONSIBLE FOR SAFE CUSTODY AND CONTROL OF ALL FUNDS AND SECURITIES OF THE
CORPORATION. HE SHALL ESTABLISH POLICIES AND PROCEDURES IN RELATION TO, AND
SUPERVISE MANAGEMENT OF, THE EXTENSION OF CREDIT, AND THE COLLECTION OF
RECEIVABLES. HE SHALL MAINTAIN APPROPRIATE BOND AND DIVIDEND RECORDS, PROVIDE
FOR PROPER SIGNATURE OR ENDORSEMENT ON ALL FINANCIAL DOCUMENTS OF THE
CORPORATION, AND SHALL PERFORM SUCH OTHER DUTIES AS MAY BE PRESCRIBED BY THE
PRESIDENT.
SECTION 4.8 THE ASSISTANT TO ANY OFFICER SHALL, IN THE ABSENCE OR DISABILITY OF
THAT OFFICER, PERFORM HIS DUTIES AND SHALL PERFORM SUCH OTHER DUTIES AS MAY BE
PRESCRIBED BY THE BOARD OF DIRECTORS.