Exhibit 3.2
M&T BANK CORPORATION
BYLAWS
(AS LAST AMENDED ON FEBRUARY 16, 1999)
BYLAWS
OF
M&T BANK CORPORATION
ARTICLE I
MEETINGS OF STOCKHOLDERS
SECTION 1. ANNUAL MEETING: The annual meeting of the
stockholders of the Corporation, for the election of directors and for the
transaction of such other business as may be set forth in the notice of the
meeting, shall be held each year at the principal office of the Corporation or
at such other place within or without the State of New York as the board of
directors shall determine and the notice of the meeting shall specify the hour
of day on the third Tuesday in April in each year or at such other date within
the period of 60 days next succeeding such date as the board of directors shall
determine. If that day be a legal holiday in any year, the meeting shall be held
on the next following that is not a legal holiday.
SECTION 2. SPECIAL MEETINGS: Special meetings of the
stockholders may be called by the board of directors or by the Chief Executive
Officer, and shall be called by the Secretary or an Assistant Secretary at the
request in writing of the holders of record of at least 25% of the outstanding
shares of the Corporation entitled to vote. Such request shall state the purpose
or purposes for which the meeting is to be called. Each special meeting of the
stockholders shall be held at such time as the board of directors or the person
calling the meeting
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(the Chief Executive Officer, Secretary or Assistant Secretary, as the case may
be) shall determine and the notice of the meeting shall specify, and shall be
held at the principal office of the Corporation or at such other place within or
without the State of New York as the board of directors shall determine or the
notice of meeting shall specify.
SECTION 3. NOTICE OF MEETINGS: Written notice of each meeting
of the stockholders shall be given, personally or by mail, not less than 10 nor
more than 60 days before the date of the meeting, to each stockholder entitled
to vote at such meeting. If mailed, such notice shall be deposited in the United
States mail, with first-class postage thereon prepaid, directed to the
stockholder at his address as it appears on the record of stockholders, or, if
he shall have filed with the Secretary of the Corporation a written request that
notices to him be mailed to some other address, then directed to him at such
other address. The notice shall state the place, date and hour of the meeting,
the purpose or purposes for which the meeting is called and, unless it is the
annual meeting, indicate that the notice is being issued by or at the direction
of the person calling the meeting. The notice need not refer to the approval of
minutes or to other matters normally incident to the conduct of the meeting.
Except for such matters, the business which may be transacted at the meeting
shall be confined to business which is related to the purpose or purposes set
forth in the notice. If, at any meeting, action is proposed to be taken which
would, if taken, entitle dissenting stockholders to receive payment for their
shares, the notice of such meeting shall include a statement of that purpose and
to that effect.
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SECTION 4. WAIVER OF NOTICE: Whenever under any provision of
these Bylaws, the certificate of incorporation, the terms of any agreement or
instrument, or law, the Corporation or the board of directors or any committee
thereof is authorized to take any action after notice to any person or persons
or after the lapse of a prescribed period of time, such action may be taken
without notice and without the lapse of such period of time, if at any time
before or after such action is completed the person or persons entitled to such
notice or entitled to participate in the action to be taken or, in the case of a
stockholder, by his duly authorized attorney-in-fact, submit a signed waiver of
notice of such requirements. The attendance of any 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 him.
SECTION 5. PROCEDURE: At each meeting of stockholders the
order of business and all other matters of procedure may be determined by the
person presiding at the meeting.
SECTION 6. LIST OF STOCKHOLDERS: A list of stockholders as of
the record date, certified by the corporate officer responsible for its
preparation or by a transfer agent, shall be produced at any meeting of
stockholders upon the request thereat or prior thereto of any stockholder. If
the right to vote at any meeting is challenged, the inspectors of election, 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.
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SECTION 7. QUORUM: At each meeting of stockholders for the
transaction of any business, a quorum shall be present to organize such meeting.
Except as otherwise provided by law, a quorum shall consist of the holders of
record of not less than a majority of the outstanding shares of the Corporation
entitled to vote at such meeting, present either in person or by proxy. When a
quorum is once present to organize a meeting of the stockholders, it is not
broken by the subsequent withdrawal of any stockholders.
SECTION 8. ADJOURNMENTS: The stockholders entitled to vote who
are present in person or by proxy at any meeting of stockholders, whether or not
a quorum shall be present at the meeting, shall have power by a majority vote to
adjourn the meeting from time to time without notice other than announcement at
the meeting of the time and place to which the meeting is adjourned. At any
adjourned meeting at which a quorum shall be present any business may be
transacted that might have been transacted on the original date of the meeting
and the stockholders entitled to vote at the meeting on the original date
(whether or not they were present thereat), and no others, shall be entitled to
vote at such adjourned meeting.
SECTION 9. VOTING; PROXIES: Each stockholder of record shall
be entitled at every meeting of stockholders to one vote for each share having
voting power standing in his name on the record of stockholders of the
Corporation on the record date fixed pursuant to Section 3 of Article VI of
these Bylaws. Each stockholder entitled to vote at a meeting of stockholders may
vote in person, or may authorize another person or persons to act for him by
proxy. Any proxy may be signed by such stockholder or his duly authorized
attorney-in-fact, including by facsimile
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signature, and shall be delivered to the Secretary of the meeting, or may be
authorized by telegram, cablegram or other electronic transmission provided that
it can be reasonably determined from such telegram, cablegram or other
electronic transmission that such proxy was authorized by the stockholder. The
signature of a stockholder on any proxy, including without limitation a
telegram, cablegram or other electronic transmission, may be printed, stamped or
written, or provided by other reliable reproduction, provided such signature is
executed or adopted by the stockholder with intention to authenticate the proxy.
No proxy shall be valid after the expiration of 11 months from the date of its
execution unless otherwise provided in the proxy. Every proxy shall be revocable
at the pleasure of the stockholder executing it, except as otherwise provided by
law.
Directors elected at any meeting of the stockholders shall,
except as otherwise provided by law or the certificate of incorporation, be
elected by a plurality of the votes cast in favor or against such action. All
other corporate action to be taken by vote of the stockholders shall, except as
otherwise provided by law, the certificate of incorporation or these Bylaws, be
authorized by a majority of the votes cast in favor or against such action. The
vote for directors, or upon any question before a meeting of stockholders, shall
not be by ballot unless the person presiding at such meeting shall so direct or
any stockholder, present in person or by proxy and entitled to vote thereon,
shall so demand.
SECTION 10. APPOINTMENT OF INSPECTORS OF ELECTION: The board
of directors shall appoint one or more inspectors to act at the meeting or any
adjournment thereof, and may appoint one or more persons as alternate inspectors
to replace any inspector who fails to appear
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or act. If no inspector or alternate has been appointed, or in case any
inspector or alternate inspector appointed fails to appear or act, the vacancy
shall be filled by appointment made by the person presiding thereat. Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of his ability. No person who is a
candidate for the office of director of the Corporation shall act as an
inspector at any meeting of the stockholders at which directors are elected.
SECTION 11. DUTIES OF INSPECTORS OF ELECTION: Whenever one or
more inspectors of election may be appointed as provided in these Bylaws, he or
they shall determine the number of shares outstanding and entitled to vote, the
shares represented at the meeting, the existence of a quorum, the validity and
effect of proxies, and shall receive votes, ballots or consents, hear and
determine all challenges and questions arising in connection with the right to
vote, count and tabulate all votes, ballots, or consents, determine the result,
and do such acts as are proper to conduct the election or vote with fairness to
all stockholders.
SECTION 12. ADVANCE NOTICE OF PROPOSALS: At an annual or
special meeting of the stockholders, only such business shall be conducted as
shall have been properly brought before the meeting. To be properly brought
before an annual meeting, business (a) must be specified in the notice of the
meeting, (b) otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (c) otherwise properly brought before
the meeting by a stockholder.
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For business to be properly brought before an annual meeting
of stockholders pursuant to clause (c) above, the stockholder must have given
timely notice thereof to the Corporate Secretary of the Corporation and such
business must be a proper matter for stockholder action. To be timely, a
stockholder's notice shall be delivered to the Corporate Secretary at the
principal executive offices of the Corporation not later than the following
dates: (1) at the close of business on the 120th day prior to the date on which
the Corporation first mailed its proxy materials for the preceding year's annual
meeting of stockholders if the date of the annual meeting is not changed more
than 30 days from the date of the preceding year's annual meeting, and (2) with
respect to any other annual meeting or special meeting of stockholders, the
close of business on the tenth day following the date of public disclosure of
the date of such meeting is first made. In no event shall the announcement of an
adjournment of an annual meeting or special meeting of stockholders commence a
new time period for the giving of a stockholder's notice as described above.
Such stockholder's notice shall set forth (a) as to the stockholder giving the
notice (i) the names and business addresses of the stockholder and all Persons
(as such term is defined in Section 3(a)(9) of the Securities Exchange Act of
1934, as amended through the date of adoption of these Bylaws) acting in concert
with the stockholder; (ii) the names and addresses of the stockholder and the
Persons identified in clause (i), as they appear on the Corporation's books (if
they so appear); and (iii) the class and number of shares of the Corporation
beneficially owned by the stockholder and the Persons identified in clause (i),
(b) as to the business being proposed, (i) a brief description of the business
desired to be brought before the meeting; (ii) the reasons for conducting such
business at the meeting; and (iii) any material interest of the stockholder in
such business; and (c) such other information as the Board
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of Directors reasonably determines is necessary or appropriate to enable the
Board of Directors and stockholders of the Corporation to consider the proposal.
The person presiding at the annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this section and, if he
or she shall so determine, he or she shall declare to the meeting that any
business not properly brought before the meeting shall not be transacted.
ARTICLE II
DIRECTORS
SECTION 1. NUMBER AND QUALIFICATIONS: The number of directors
constituting the entire board shall not be less than three, except that where
all the shares of the Corporation are owned beneficially and of record by less
than three stockholders, the number of directors may be less than three, but not
less than the number of stockholders. Subject to any provision as to the number
of directors contained in the certificate of incorporation or these Bylaws, the
exact number of directors shall be fixed from time to time by action of the
stockholders or by vote of a majority of the entire board of directors, provided
that no decrease in the number of directors shall shorten the term of any
incumbent director. If the number of directors be increased at any time, the
vacancy or vacancies in the board arising from such increase shall be filled as
provided in Section 5 of this Article II. All of the directors shall be at least
twenty-one years of age.
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SECTION 2. ELECTION AND TERM OF OFFICE: Except as otherwise
specified by law or these Bylaws, each director of the Corporation shall be
elected at an annual meeting of stockholders or at any meeting of the
stockholders held in lieu of such annual meeting, which meeting, for the
purposes of these Bylaws, shall be deemed the annual meeting, and shall hold
office until the next annual meeting of stockholders and until his successor has
been elected and qualified.
SECTION 3. RESIGNATION: Any director of the Corporation may
resign at any time by giving his resignation to the President or any Vice
President or the Secretary. Such resignation shall take effect at the time
specified therein; and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
SECTION 4. REMOVAL OF DIRECTORS: Any director may be removed
for cause, at any meeting of stockholders notice of which shall have referred to
the proposed action, by vote of the stockholders. Any director may be removed
without cause, at any meeting of stockholders notice of which shall have
referred to the proposed action, by the vote of the holders of a majority of the
shares of the Corporation entitled to vote. Any director may be removed for
cause, at any meeting of the directors notice of which shall have referred to
the proposed action, by vote of three-fourths of the entire board of directors.
SECTION 5. VACANCIES: Newly created directorships resulting
from an increase in the number of directors and vacancies occurring in the board
of directors for any reason except
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the removal of directors may be filled by vote of a majority of the directors
then in office, although less than a quorum exists. Any vacancy occurring in
the board of directors by reason of the removal of a director by stockholders
may be filled by vote of the stockholders at the meeting at which such action
is taken or at any meeting of stockholders notice of which shall have
referred to the proposed election. If any such newly created directorships or
vacancies occurring in the board of directors for any reason shall not be
filled prior to the next annual meeting of stockholders, they shall be filled
by vote of the stockholders at such annual meeting. Any director elected to
fill a vacancy shall be elected to hold office for the unexpired term of his
predecessor.
SECTION 6. DIRECTORS' FEES: Directors, except salaried
officers who are directors, may receive a fee for their services as directors
and traveling and other out-of-pocket expenses incurred in attending any regular
or special meeting of the board. The fee may be a fixed sum to be paid for
attending each meeting of the board of directors and/or a fixed sum to be paid
monthly, quarterly, or semiannually, irrespective of the number of meetings
attended or not attended. The amount of the fee and the basis on which it shall
be paid shall be determined by the board of directors. Nothing herein contained
shall preclude any director from serving the Corporation in any other capacity
and receiving compensation for such service.
SECTION 7. FIRST MEETING OF NEWLY ELECTED DIRECTORS: The first
meeting of the newly elected board of directors may be held immediately after
the annual meeting of stockholders, and at the same place as such annual meeting
of stockholders, provided a quorum
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be present, and no notice of such meeting shall be necessary. In the event
such first meeting of the newly elected board of directors is not held at
said time and place, the same shall be held as provided in Section 8 of this
Article II.
SECTION 8. MEETINGS OF DIRECTORS: Regular and special meetings
of the board of directors shall be held at such times and at such place, within
or without the State of New York, as the board of directors may determine.
Special meetings may also be called by the Chief Executive Officer or by any
four members of the board, and shall be held at such time and at such place as
the person or persons calling the meeting shall determine.
SECTION 9. NOTICE OF MEETINGS: Notice of each regular or
special meeting of the board of directors, stating the time and place thereof
shall be given by the Secretary, any Assistant Secretary or any member of the
board to each member of the board not less than three days before the meeting by
depositing the same in the United States mail, with first-class postage thereon
prepaid, directed to each member of the board at the address designated by him
for such purpose (or, if none is designated, at his last known address), or not
less than two days before the meeting by either delivering the same to each
member of the board personally, or sending the same by telegraph, or delivering
it, to the address designated by him for such purpose (or, if none is
designated, to his last known address). Notice of a meeting need not be given to
any director who submits a signed waiver of notice whether before or after the
meeting. The notice of any meeting of the board of directors need not specify
the purposes for which the meeting is called, except as provided in Section 4 of
this Article II and as provided in Article X of these Bylaws.
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SECTION 10. QUORUM AND ACTION BY THE BOARD: At all meetings of
the board of directors, except as otherwise provided by law, the certificate of
incorporation or these Bylaws, a quorum shall be required for the transaction of
business and shall consist of not less than one-third of the entire board, and
the vote of a majority of the directors present shall decide any question that
may come before the meeting. A majority of the directors present, whether or not
a quorum is present, may adjourn any meeting to another time or place without
notice other than announcement at the meeting of the time and place to which the
meeting is adjourned.
SECTION 11. PROCEDURES: The order of business and all other
matters of procedure at every meeting of directors may be determined by the
person presiding at the meeting.
SECTION 12. MEETINGS BY CONFERENCE TELEPHONE: Any one or more
members of the board of directors or any committee thereof may participate in a
meeting of such board or 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. Participation by such means shall constitute
presence in person at the meeting.
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ARTICLE III
COMMITTEES OF DIRECTORS
SECTION 1. DESIGNATION OF COMMITTEES: The board of directors,
by resolution or resolutions adopted by a majority of the entire board, may
designate from among its members an Executive Committee and other committees,
each consisting of two or more directors, and may designate one or more
directors as alternate members of such committee, who may replace any absent or
disqualified member or members at any meeting of such committee. In the interim
between meetings of the board of directors, the Executive Committee shall have
all the authority of the board of directors except as otherwise provided by law.
The Executive Committee shall serve at the pleasure of the board of directors.
Each other committee so designated shall have such name as may be provided from
time to time in the resolution or resolutions, shall serve at the pleasure of
the board of directors and shall have, to the extent provided in such resolution
or resolutions, all the authority of the board of directors except as otherwise
provided by law.
SECTION 2. ACTS AND PROCEEDINGS: All acts done and power and
authority conferred by the Executive Committee from time to time within the
scope of its authority shall be, and may be deemed to be, and may be specified
as being, the act and under the authority of the board of directors. The
Executive Committee shall meet at such time and place and upon such notice as
the Committee may from time to time determine. Meetings may also be called by
the Chief Executive Officer and shall be held at such time and place as he shall
determine. The
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Executive Committee and each other committee shall keep regular minutes of
its proceedings and report its actions to the board of directors when
required.
SECTION 3. COMPENSATION: Members of the Executive Committee or
of any other committee, except salaried officers who are directors, may receive
such compensation for their services as the board of directors shall from time
to time determine.
ARTICLE IV
OFFICERS
SECTION 1. OFFICERS: The board of directors shall annually, at
the first meeting of the board after the annual meeting of stockholders, appoint
or elect a President, and a Secretary, and may at each meeting and from time to
time elect or appoint such additional officers as it may determine. Such
additional officers shall have such authority and perform such duties as the
board of directors may from time to time prescribe.
SECTION 2. TERM OF OFFICE: The President and the Secretary
shall, unless otherwise determined by the board of directors, hold office until
the first meeting of the board following the next annual meeting of stockholders
and until their successors have been elected or appointed and qualified. Each
additional officer appointed or elected by the board of directors shall hold
office for such term as shall be determined from time to time by the board of
directors and until his successor has been elected or appointed and qualified.
Any officer, however, may
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be removed or have his authority suspended by the board of directors at any
time, with or without cause. If the office of any officer becomes vacant for
any reason, the board of directors shall have the power to fill such vacancy.
SECTION 3. THE CHIEF EXECUTIVE OFFICER: The board of directors
may from time to time designate one of the officers of the Corporation as Chief
Executive Officer. The Chief Executive Officer shall, under the control of the
board of directors and the Executive Committee, have the general management of
the Corporation's business affairs and property and shall exercise general
supervision over all activities of the Corporation and the other officers. The
Chief Executive Officer shall have the power to appoint or hire, to remove, and
to determine the compensation of, all employees of the Corporation who are not
officers, and to delegate the foregoing powers from time to time in whole or in
part. The Chief Executive Officer shall preside at all meetings of the
stockholders and of the board of directors.
In the absence or incapacity of the Chief Executive Officer
the powers and duties of that office shall be vested in such other officer as
may from time to time be designated by the board of directors or the Executive
Committee, or, in the absence of any such designation, by the Chief Executive
Officer.
SECTION 4. THE PRESIDENT: If the board of directors has not
designated another officer as Chief Executive Officer, the President shall be
the Chief Executive Officer of the Corporation.
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SECTION 5. THE SECRETARY: The Secretary shall issue notices of
all meetings of stockholders and directors where notices of such meetings are
required by law or these Bylaws. He shall attend all meetings of stockholders
and of the board of directors and keep the minutes thereof. He shall affix the
corporate seal to and sign such instruments as require the seal and his
signature and shall perform such other duties as usually pertain to his office
or as are properly required of him by the board of directors.
SECTION 6. OFFICERS HOLDING TWO OR MORE OFFICES: Any two or
more offices may be held by the same person, except the office of President and
Secretary, but no officer shall execute or verify any instrument in more than
one capacity if such instrument be required by law or otherwise to be executed
or verified by two or more officers.
SECTION 7. DUTIES OF OFFICERS MAY BE DELEGATED: In case of the
absence or disability of any officer of the Corporation, or in case of a vacancy
in any office or for any other reason that the board of directors may deem
sufficient, the board of directors, except as otherwise provided by law, may
temporarily delegate the powers or duties of any officer to any other officer or
to any director.
SECTION 8. COMPENSATION: The board of directors shall
determine the compensation to be paid to the Chief Executive Officer and it may
also determine the compensation to be paid to any or all of the other officers
of the Corporation. In the event and to
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the extent that the board of directors shall not hereafter exercise such
discretionary power, the compensation to be paid to the other officers shall
be determined by the Chief Executive Officer.
SECTION 9. SECURITY: The board of directors may require any
officer, agent or employee of the Corporation to give security for the faithful
performance of his duties, in such amount as may be satisfactory to the board.
ARTICLE V
INDEMNIFICATION OF DIRECTORS AND OFFICERS
SECTION 1. RIGHT OF INDEMNIFICATION: Each director and officer
of the Corporation, whether or not then in office, and any person whose testator
or intestate was such a director or officer, shall be indemnified by the
Corporation for the defense of, or in connection with, any threatened, pending
or completed actions or proceedings and appeals therein, whether civil,
criminal, governmental, administrative or investigative, in accordance with and
to the fullest extent permitted by the Business Corporation Law of the State of
New York or other applicable law, as such law now exists or may hereafter be
amended; provided, however, that the Corporation shall provide indemnification
in connection with an action or proceeding (or part thereof) initiated by such a
director or officer only if such action or proceeding (or part thereof) was
authorized by the board of directors.
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SECTION 2. ADVANCEMENT OF EXPENSES: Expenses incurred by a
director or officer in connection with any action or proceeding as to which
indemnification may be given under Section 1 of this Article V may be paid by
the Corporation in advance of the final disposition of such action or proceeding
upon (a) receipt of an undertaking by or on behalf of such director or officer
to repay such advancement in the event that such director or officer is
ultimately found not to be entitled to indemnification as authorized by this
Article V and (b) approval by the board of directors acting by a quorum
consisting of directors who are not parties to such action or proceeding or, if
such a quorum is not obtainable, then approval by stockholders. To the extent
permitted by law, the board of directors or, if applicable, the stockholders,
shall not be required under this Section 2, to find that the director or officer
has met the applicable standard of conduct provided by law for indemnification
in connection with such action or proceeding.
SECTION 3. AVAILABILITY AND INTERPRETATION: To the extent
permitted under applicable law, the rights of indemnification and to the
advancement of expenses provided in this Article V (a) shall be available with
respect to events occurring prior to the adoption of this Article V, (b) shall
continue to exist after any recision or restrictive amendment of this Article V
with respect to events occurring prior to such recision or amendment, (c) may be
interpreted on the basis of applicable law in effect at the time of the
occurrence of the event or events giving rise to the action or proceeding, or on
the basis of applicable law in effect at the time such rights are claimed, and
(d) are in the nature of contract rights which may be enforced in any court of
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competent jurisdiction as if the Corporation and the director or officer for
whom such rights are sought were parties to a separate written agreement.
SECTION 4. OTHER RIGHTS: The rights of indemnification and to
the advancement of expenses provided in this Article V shall not be deemed
exclusive of any other rights to which any such director, officer or other
person may now or hereafter be otherwise entitled whether contained in the
certificate of incorporation, these Bylaws, a resolution of stockholders, a
resolution of the board of directors, or an agreement providing such
indemnification, the creation of such other rights being hereby expressly
authorized. Without limiting the generality of the foregoing, the rights of
indemnification and to the advancement of expenses provided in this Article V
shall not be deemed exclusive of any rights, pursuant to statute or otherwise,
of any such director, officer or other person in any such action or proceeding
to have assessed or allowed in his or her favor, against the Corporation or
otherwise, his or her costs and expenses incurred therein or in connection
therewith or any part thereof.
SECTION 5. SEVERABILITY: If this Article V or any part hereof
shall be held unenforceable in any respect by a court of competent jurisdiction,
it shall be deemed modified to the minimum extent necessary to make it
enforceable, and the remainder of this Article V shall remain fully enforceable.
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ARTICLE VI
SHARES
SECTION 1. CERTIFICATE OF SHARES: The shares of the
Corporation shall be represented by certificates which shall be numbered and
shall be entered in the records of the Corporation as they are issued. Each
share certificate shall when issued state upon the face thereof that the
Corporation is formed under the laws of the State of New York, the name of the
person or persons to whom issued, and the number and class of shares and the
designation of the series, if any, which such certificate represents and shall
be signed by the Chief Executive Officer or President and by the Secretary and
shall be sealed with the seal of the Corporation or a facsimile thereof. The
signatures of the officers upon a certificate may be a facsimile if the
certificate is countersigned by a transfer agent or registered by a registrar
other than the Corporation itself or its employee. In case any officer who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer before such certificate is issued, it may be
issued by the Corporation with the same effect as if he were such officer at the
date of issue. No certificate shall be valid until countersigned by a transfer
agent if the Corporation has a transfer agent, or until registered by a
registrar if the Corporation has a registrar.
SECTION 2. TRANSFER OF SHARES: Shares of the Corporation shall
be transferable on the books of the Corporation by the holder thereof, in person
or by duly authorized attorney, upon the surrender of the certificate
representing the shares to be transferred, properly endorsed.
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Except as otherwise provided by law, the Corporation shall be entitled to
treat the holder of record of any share as the owner thereof and shall not be
bound to recognize any equitable or other claim to or interest in such share
on the part of any other person whether or not it shall have express or other
notice thereof. The board of directors, to the extent permitted by law, shall
have power and authority to make all rules and regulations as it may deem
expedient concerning the issue, transfer and registration of share
certificates and may appoint one or more transfer agents and registrars of
the shares of the Corporation.
SECTION 3. FIXING OF RECORD TIME: The board of directors may
fix, in advance, a day and hour not more than 60 days nor less than 10 days
before the date on which any meeting of the stockholders is to be held, as the
time as of which stockholders entitled to notice of and to vote at such meeting
and at all adjournments thereof shall be determined; and, in the event such
record date and time are fixed by the board of directors, no one other than the
holders of record on such date and time of shares entitled to notice of and to
vote at such meeting shall be entitled to notice of or to vote at such meeting
or any adjournment thereof. If a record date and time shall not be fixed by the
board of directors for the determination of stockholders entitled to notice of
and to vote at any meeting of the stockholders, stockholders of record at the
close of business on the day next preceding the day on which notice of such
meeting is given, and no others, shall be entitled to notice of and to vote at
such meeting or any adjournment thereof; provided, however, that if no notice of
such meeting is given, stockholders of record at the close of business on the
day next preceding the day on which such meeting is held, and no others, shall
be entitled to vote at such meeting or any adjournment thereof.
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The board of directors may fix, in advance, a day and hour,
not more than 60 days nor less than 10 days before the date fixed for the
payment of a dividend of any kind or the allotment of any rights, as the record
time for the determination of stockholders entitled to receive such dividend or
rights, and in such case only stockholders of record at the date and time so
fixed shall be entitled to receive such dividend or rights; provided, however,
that if no record date and time for the determination of stockholders entitled
to receive such dividend or rights are fixed, stockholders of record at the
close of business on the day on which the resolution of the board of directors
authorizing the payment of such dividend or the allotment of such rights is
adopted shall be entitled to receive such dividend or rights.
SECTION 4. RECORD OF STOCKHOLDERS: The Corporation shall keep
at its office in the State of New York, or at the office of its transfer agent
or registrar in this State, a record containing the names and addresses of all
stockholders, the number and class of shares held by each and the dates when
they respectively became the owners of record thereof.
SECTION 5. LOST SHARE CERTIFICATES: The board of directors may
in its discretion cause a new certificate for shares to be issued by the
Corporation in place of any certificate theretofore issued by it, alleged to
have been lost or destroyed, and the board may require the owner of the lost or
destroyed certificate, or his legal representative, to give the Corporation a
bond sufficient to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss or destruction of any such certificate
or the issuance of any such new
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certificate; but the board of directors may in its discretion refuse to issue
such new certificate save upon the order of the court having jurisdiction in
such matters.
ARTICLE VII
FINANCES
SECTION 1. CORPORATE FUNDS: The funds of the Corporation shall
be deposited in its name with such banks, trust companies or other depositories
as the board of directors may from time to time designate. All checks, notes,
drafts and other negotiable instruments of the Corporation shall be signed by
such officer or officers, employee or employees, agent or agents as the board of
directors may from time to time designate. No officers, employees or agents of
the Corporation, alone or with others, shall have power to make any checks,
notes, drafts or other negotiable instruments in the name of the Corporation or
to bind the Corporation thereby, except as provided in this Section.
SECTION 2. FISCAL YEAR: The fiscal year of the Corporation
shall be the calendar year unless otherwise provided by the board of directors.
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ARTICLE VIII
CORPORATE SEAL
SECTION 1. FORM OF SEAL: The seal of the Corporation shall be
in such form as may be determined from time to time by the board of directors.
The seal on any corporate obligation for the payment of money may be facsimile.
ARTICLE IX
EMERGENCY BYLAW PROVISIONS
SECTION 1. TAKING EFFECT: The provisions of this Article IX
may be declared effective by the New York State Defense Council as constituted
under the New York State Defense Emergency Act, as amended, in the event of
attack and shall cease to be effective when the Defense Council declares the end
of the period of attack.
SECTION 2. QUORUM AND FILLING OF VACANCIES: Upon the
effectiveness of this Article IX and until the Defense Council declares the end
of the period of attack, the affairs of the Corporation shall be managed by such
directors theretofore elected pursuant to Article II of these Bylaws as are
available to act, and a majority of such directors available to act shall
constitute a quorum. In the event, however, that there are less than three such
directors available to act, the director or directors available to act shall
appoint a sufficient number of emergency directors to make a board of three
directors. Each emergency director shall serve until the
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vacancy he was appointed to fill can again be filled by the previously
elected director, except, however, that the period of his service shall end
at such time as his appointment is terminated pursuant to Section 3 of this
Article IX, or at such time as the New York State Defense Council declares
the end of the period of attack and his successor shall be elected and
qualified pursuant to Article II of these Bylaws. If, in the event of attack,
there are no directors available to act, then the three highest paid officers
of the Corporation available to act shall constitute the emergency board of
directors until one or more of the previously elected directors are again
available to act, except, however, that the period of their service as
emergency directors shall end at such time as their service is terminated
pursuant to Section 3 of this Article IX, or at such time as the New York
State Defense Council declares the end of the period of attack and their
successors shall be elected and qualified pursuant to Article II of these
Bylaws.
SECTION 3. TERMINATION OF PERIOD OF SERVICE: The stockholders
of the Corporation or the previously elected director or directors who are
available to act may, pursuant to the provisions of Article II of these Bylaws,
terminate the appointment or the period of service of any emergency director at
any time and fill any vacancy created thereby.
ARTICLE X
AMENDMENTS
SECTION 1. PROCEDURE FOR AMENDING BYLAWS: Bylaws of the
Corporation may be adopted, amended or repealed at any meeting of stockholders
notice of which shall have
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referred to the proposed action, by the vote of the holders of a majority of
the shares of the Corporation at the time entitled to vote in the election of
any directors, or at any meeting of the board of directors notice of which
shall have referred to the proposed action, by the vote of a majority of the
entire board of directors; provided, however, that no amendment of the Bylaws
pertaining to the election of directors or the procedures for the calling and
conduct of a meeting of stockholders shall affect the election of directors
or the procedures for the calling or conduct in respect of any meeting of
stockholders unless adequate notice thereof is given to the stockholders in a
manner reasonably calculated to provide stockholders with sufficient time to
respond thereto prior to such meeting.
ARTICLE XI
ELECTION UNDER SECTION 912 OF THE
NEW YORK BUSINESS CORPORATION LAW
SECTION 1. ELECTION: The Corporation has expressly elected not
to be governed by the provisions of Section 912 of the Business Corporation Law
of New York. Until this bylaw is amended or repealed in the manner provided by
law, none of the business combination provisions of Section 912 of the Business
Corporation Law of New York shall apply to the Corporation.
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