BY-LAWS
OF
ABBOTT LABORATORIES
Adopted by the Board of Directors
of Abbott Laboratories at the
Annual Meeting, April 11, 1963
as amended and restated, effective April 23, 1999
BY-LAWS OF ABBOTT LABORATORIES
ARTICLE I
OFFICES
The principal office of the Corporation in the State of Illinois shall
be located at the intersection of State Routes 43 and 137 in the County of
Lake. The Corporation may have such other offices either within or without
the State of Illinois as the business of the Corporation may require from
time to time.
The registered office of the Corporation may be, but need not be,
identical with the principal office in the State of Illinois. The address of
the registered office may be changed from time to time by the Board of
Directors.
ARTICLE II
SHAREHOLDERS
SECTION 1. ANNUAL MEETING; TRANSACTION OF BUSINESS, NOMINATION OF
DIRECTORS. The annual meeting of the shareholders shall be held in the month
of April in each year on such date and at such time as the Board of Directors
shall provide. The meeting shall be held for the purpose of electing
Directors and for the transaction of such other business as is properly
brought before the meeting in accordance with these By-Laws. If the election
of Directors shall not be held on the day designated for any annual meeting,
or at any adjournment thereof, the Board of Directors shall cause the
election to be held at a meeting of the shareholders as soon thereafter as
conveniently may be.
To be properly brought before the meeting, business must be either
(a) specified in the notice of meeting (or any supplement thereto) given by
or at the direction of the Board of Directors, (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 shareholder. In
addition to any other applicable requirements, for business to be properly
brought before an annual meeting by a shareholder, the shareholder must have
given timely notice thereof in writing to the Secretary. To be timely, a
shareholder's notice must be delivered to or mailed and received at the
principal office of the Corporation, not earlier than October 1 nor later
than the first business day of January immediately prior to the date of the
meeting; PROVIDED, HOWEVER, that in the event that the date of such meeting
is not in the month of April and less than sixty-five days' notice or prior
public disclosure of the date of the meeting is given or made to
shareholders, notice by the shareholder to be timely must be so received not
later than the close of business on the fifteenth day following the day on
which such notice of the date of the annual meeting was mailed or such public
disclosure was made, whichever first occurs. A shareholder's notice to the
Secretary shall set forth as to each matter the shareholder proposes to bring
before the annual meeting (i) a brief
BY-LAWS Page 2
description of the business desired to be brought before the annual meeting
and the reasons for conducting such business at the annual meeting, (ii) the
name and record address of the shareholder proposing such business, (iii) the
class and number of shares of the Corporation which are beneficially owned by
the shareholder and (iv) any material interest of the shareholder in such
business.
Notwithstanding anything in these By-Laws to the contrary, no business
shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Section 1, PROVIDED, HOWEVER, that nothing in
this Section 1 shall be deemed to preclude discussion by any shareholder of
any business properly brought before the annual meeting.
The Chairman of an 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 1, and if he should
so determine, he shall so declare to the meeting and such business not
properly brought before the meeting shall not be transacted.
Only persons who are nominated in accordance with the following
procedures shall be eligible for election as directors. Nominations of
persons for election to the Board of Directors of the Corporation at the
annual meeting may be made at such annual meeting of shareholders by or at
the direction of the Board of Directors, by any nominating committee or
person appointed by the Board of Directors, or by any shareholder of the
Corporation entitled to vote for the election of directors at such meeting
who complies with the notice procedures set forth in this Section 1. Such
nominations, other than those made by or at the direction of the Board of
Directors or by a committee or person appointed by the Board of Directors,
shall be made pursuant to timely notice in writing to the Secretary. To be
timely, a shareholder's notice shall be delivered to or mailed and received
at the principal office of the Corporation not earlier than October 1 nor
later than the first business day of January immediately prior to the date of
the meeting; PROVIDED, HOWEVER, that in the event that the date of such
meeting is not in the month of April and less than sixty-five days' notice or
prior public disclosure of the date of the meeting is given or made to
shareholders, notice by the shareholder to be timely must be so received not
later than the close of business on the fifteenth day following the day on
which such notice of the date of the meeting was mailed or such public
disclosure was made, whichever first occurs. Such shareholder's notice to
the Secretary shall set forth: (a) as to each person whom the shareholder
proposes to nominate for election or re-election as a director, (i) the name,
age, business address and residence address of the person, (ii) the principal
occupation or employment of the person, (iii) the class and number of shares
of capital stock of the Corporation which are beneficially owned by the
person and (iv) any other information relating to the person that is required
to be disclosed in solicitations for proxies for election of directors
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended; and (b) as to the shareholder giving the notice, (i) the name and
record address of such shareholder and (ii) the class and number of shares of
the Corporation which are beneficially owned by such shareholder. The
Corporation may require any proposed nominee to furnish such other
information as may reasonably be required by the Corporation to determine the
eligibility of such proposed nominee to serve as
BY-LAWS Page 3
director of the Corporation. No person shall be eligible for election as a
director of the Corporation unless nominated in accordance with the
procedures set forth herein.
The Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so declare to
the meeting and the defective nomination shall be disregarded.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may
be called by the Chairman of the Board, the Chief Executive Officer, the
President, the Board of Directors or by the holders of not less than
one-fifth of all the outstanding shares entitled to vote on the matter for
which the meeting is called.
SECTION 3. PLACE OF MEETING. The Board of Directors may designate any
place, either within or without the State of Illinois, as the place of
meeting for any annual meeting or for any special meeting called by the Board
of Directors. If no designation is made, or if a special meeting be
otherwise called, the place of meeting shall be the principal office of the
Corporation in the State of Illinois.
SECTION 4. NOTICE OF MEETINGS. Written notice stating the place, day
and hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than
ten nor more than sixty days before the date of the meeting, or in the cases
of a merger, consolidation, share exchange, dissolution or sale, lease or
exchange of assets not less than twenty nor more than sixty days before the
meeting, either personally or by mail, by or at the direction of the Chairman
of the Board, the Chief Executive Officer, the President, or the Secretary or
the persons calling the meeting, to each shareholder of record entitled to
vote at such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail, addressed to the shareholder at his
or her address as it appears on the records of the Corporation, with postage
thereon prepaid.
SECTION 5. FIXING RECORD DATE. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders,
or shareholders entitled to receive payment of any dividend, or in order to
make a determination of shareholders for any other proper purpose, the Board
of Directors of the Corporation may fix in advance a date as the record date
for any such determination of shareholders, such date in any case to be not
more than sixty days and, for a meeting of shareholders, not less than ten
days, or in the case of a merger, consolidation, share exchange, dissolution
or sale, lease or exchange of assets not less than twenty days, immediately
preceding such meeting.
SECTION 6. VOTING LISTS. The Secretary shall make, or cause to have
made, within twenty days after the record date for a meeting of shareholders
or ten days before such meeting, whichever is earlier, a complete list of the
shareholders entitled to vote at such meeting, arranged in alphabetical
order, with the address of and the number of shares held by each, which list,
for a period of ten days prior to such meeting, shall be kept on file at the
registered office of the
BY-LAWS Page 4
Corporation and shall be subject to inspection by any shareholder and to
copying at the shareholder's expense, at any time during usual business
hours. Such list shall also be produced and kept open at the time and place
of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting. The original share ledger or transfer
book, or a duplicate thereof kept in this State, shall be prima facie
evidence as to who are the shareholders entitled to examine such list or
share ledger or transfer book or to vote at any meeting of shareholders.
SECTION 7. QUORUM. A majority of the outstanding shares of the
Corporation entitled to vote on a matter, represented in person or by proxy,
shall constitute a quorum for consideration of such matter at a meeting of
shareholders. If a quorum is present, the affirmative vote of the majority
of the shares represented at the meeting and entitled to vote on a matter
shall be the act of the shareholders, unless the vote of a greater number or
voting by classes is required by The Business Corporation Act of 1983 or the
Articles of Incorporation, as in effect on the date of such determination.
If a quorum is not present, a majority of the shares of the Corporation
entitled to vote on a matter and represented in person or by proxy at such
meeting may adjourn the meeting from time to time without further notice.
SECTION 8. PROXIES. A shareholder may appoint a proxy to vote or
otherwise act for the shareholder by delivering a valid appointment to the
person so appointed or such person's agent; PROVIDED, HOWEVER, no shareholder
may name more than three persons as proxies to attend and to vote the
shareholder's shares at any meeting of shareholders. Without limiting the
manner in which a shareholder may appoint such a proxy pursuant to these
By-Laws, the following shall constitute valid means by which a shareholder
may make such an appointment:
(a) A shareholder may sign a proxy appointment form. The shareholder's
signature may be affixed by any reasonable means, including, but not
limited to, by facsimile signature.
(b) A shareholder may transmit or authorize the transmission of a
telegram, cablegram, or other means of electronic transmission;
provided that any such transmission must either set forth or be
submitted with information from which it can be determined that the
telegram, cablegram, or other electronic transmission was authorized
by the shareholder. If it is determined that the telegram, cablegram,
or other electronic transmission is valid, the inspectors or, if there
are no inspectors, such other persons making that determination shall
specify the information upon which they relied.
No proxy shall be valid after the expiration of eleven months from the date
thereof unless otherwise provided in the proxy. Each proxy continues in full
force and effect until revoked by the person appointing the proxy prior to
the vote pursuant thereto, except as otherwise provided by law. Such
revocation may be effected by a writing delivered to the secretary of the
Corporation stating that the proxy is revoked or by a subsequent delivery of
a valid proxy by, or
BY-LAWS Page 5
by the attendance at the meeting and voting in person by the person
appointing the proxy. The dates of the proxy shall presumptively determine
the order of appointment.
SECTION 9. VOTING OF SHARES. Each outstanding share, regardless of
class, shall be entitled to one vote in each matter submitted to a vote at a
meeting of shareholders and, in all elections for Directors, every
shareholder shall have the right to vote the number of shares owned by such
shareholder for as many persons as there are Directors to be elected, or to
cumulate such votes and give one candidate as many votes as shall equal the
number of Directors multiplied by the number of such shares or to distribute
such cumulative votes in any proportion among any number of candidates;
provided that, vacancies on the Board of Directors may be filled as provided
in Section 9, Article III of these By-Laws. A shareholder may vote either in
person or by proxy.
SECTION 10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares of this
Corporation held by the Corporation in a fiduciary capacity may be voted and
shall be counted in determining the total number of outstanding shares
entitled to vote at any given time.
Shares registered in the name of another corporation, domestic or
foreign, may be voted by any officer, agent, proxy or other legal
representative authorized to vote such shares under the law of incorporation
of such corporation.
Shares registered in the name of a deceased person, a minor ward or a
person under legal disability may be voted by his or her administrator,
executor, or court appointed guardian, either in person or by proxy without a
transfer of such shares into the name of such administrator, executor, or
court appointed guardian. Shares registered in the name of a trustee may be
voted by him or her, either in person or by proxy.
Shares registered in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted
by such receiver without the transfer thereof into his or her name if
authority so to do is contained in an appropriate order of the court by which
such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee,
and thereafter the pledgee shall be entitled to vote the shares so
transferred.
SECTION 11. VOTING BY BALLOT. Voting on any question or in any
election may be viva voce unless the presiding officer shall order that
voting be by ballot.
SECTION 12. INSPECTORS OF ELECTION. The Board of Directors in advance
of any meeting of shareholders may appoint inspectors to act at such meeting
or any adjournment thereof. If inspectors of election are not so appointed,
the officer or person acting as chairman at any such meeting may, and on the
request of any shareholder or his proxy, shall make such appointment. In
case any person appointed as inspector shall fail to appear or to act, the
vacancy
BY-LAWS Page 6
may be filled by appointment made by the Board of Directors in advance of the
meeting or at the meeting by the officer or person acting as chairman.
Such inspectors shall ascertain and report the number of shares
represented at the meeting, based upon their determination of the validity
and effect of proxies; count all votes and report the results; and do such
other acts as are proper to conduct the election and voting with impartiality
and fairness to all the shareholders.
Each report of an inspector shall be in writing and signed by him or her
or by a majority of them if there be more than one inspector acting at such
meeting. If there is more than one inspector, the report of a majority shall
be the report of the inspectors. The report of the inspector or inspectors
on the number of shares represented at the meeting and the results of the
voting shall be prima facie evidence thereof.
ARTICLE III
DIRECTORS
SECTION 1. GENERAL POWERS. The business and affairs of the Corporation
shall be managed under the direction of the Board of Directors.
SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of Directors
of the Corporation shall be thirteen. The terms of all Directors shall
expire at the next annual meeting of shareholders following their election.
Despite the expiration of a Director's term, he or she shall continue to
serve until the next meeting of shareholders at which Directors are elected.
Directors need not be residents of Illinois or shareholders of the
Corporation.
SECTION 3. REGULAR MEETINGS. A regular annual meeting of the Board of
Directors shall be held without other notice than this By-Law, immediately
after, and at the same place as, the annual meeting of shareholders. Other
regular meetings of the Board of Directors shall be held at the principal
office of the Corporation on the second Friday of every month at 9:00 a.m.
without other notice than this By-Law. The Board of Directors may provide,
by resolution, for the holding of the regular monthly meetings at a different
time and place, either within or without the State of Illinois, or for the
omission of the regular monthly meeting altogether. Where the Board of
Directors has, by resolution, changed or omitted regular meetings, no other
notice than such resolution shall be given.
SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by or at the request of the Chairman of the Board,
the Chairman of the Executive Committee, the Chief Executive Officer, the
President, or of any four Directors. The persons authorized to call special
meetings of the Board of Directors may fix any place, either within or
without the State of Illinois, as the place for holding any special meeting
of the Board of Directors.
BY-LAWS Page 7
SECTION 5. NOTICE. Notice of any special meeting shall be given:
(i) at least one day prior thereto if the notice is given personally or by an
electronic transmission, (ii) at least two business days prior thereto if the
notice is given by having it delivered by a third party entity that provides
delivery services in the ordinary course of business and guarantees delivery
of the notice to the Director no later than the following business day, and
(iii) at least seven days prior thereto if the notice is given by mail. For
this purpose, the term "electronic transmission" may include, but shall not
be limited to, a telex, facsimile, or other electronic means. Notice shall
be delivered to the Director's business address and/or telephone number and
shall be deemed given upon electronic transmission, upon delivery to the
third party delivery service, or upon being deposited in the United States
mail with postage thereon prepaid. Any Director may waive notice of any
meeting by signing a written waiver of notice either before or after the
meeting. Attendance of a Director at any meeting shall constitute a waiver
of notice of such meeting, except where a Director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
Board of Directors need to be specified in the notice or waiver of notice of
such meeting.
SECTION 6. QUORUM. A majority of the number of Directors fixed by
these By-Laws shall constitute a quorum for transaction of business at any
meeting of the Board of Directors; provided, that if less than a majority of
such number of Directors are present at said meeting, a majority of the
Directors present may adjourn the meeting from time to time without further
notice.
SECTION 7. MANNER OF VOTING. The act 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 8. INFORMAL ACTION BY DIRECTORS. Any action required to be
taken at a meeting of the Board of Directors, or any other action which may
be taken at a meeting of the Board of Directors or a committee thereof, may
be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Directors entitled to vote with
respect to the subject matter thereof, or by all the members of such
committee, as the case may be.
The consent shall be evidenced by one or more written approvals, each of
which sets forth the action taken and bears the signature of one or more
Directors. All the approvals evidencing the consent shall be delivered to
the Secretary of the Corporation to be filed in the corporate records. The
action taken shall be effective when all the Directors have approved the
consent unless the consent specifies a different effective date.
Any such consent signed by all the Directors or all the members of a
committee shall have the same effect as a unanimous vote.
SECTION 9. VACANCIES. Any vacancy occurring in the Board of Directors
and any directorship to be filled by reason of an increase in the number of
Directors, may be filled by
BY-LAWS Page 8
election at an annual meeting or at a special meeting of shareholders called
for that purpose. A Director elected to fill a vacancy shall serve until the
next annual meeting of shareholders. A majority of Directors then in office
may also fill one or more vacancies arising between meetings of shareholders
by reason of an increase in the number of Directors or otherwise, and any
Director so selected shall serve until the next annual meeting of
shareholders, provided that at no time may the number of Directors selected
to fill vacancies in this manner during any interim period between meetings
of shareholders exceed 33-1/3 per cent of the total membership of the Board
of Directors.
SECTION 10. PRESUMPTION OF ASSENT. A Director of the Corporation who
is present at a meeting of the Board of Directors or any committee thereof at
which action on any corporate matter is taken is conclusively presumed to
have assented to the action taken unless his or her dissent is entered in the
minutes of the meeting or unless he or she files his or her written dissent
to such action with the person acting as the secretary of the meeting before
the adjournment thereof or forwards such dissent by registered or certified
mail to the Secretary of the Corporation immediately after the adjournment of
the meeting. Such right to dissent shall not apply to a Director who voted
in favor of such action.
SECTION 11. APPOINTMENT OF AUDITORS. Upon the recommendation of the
Audit Committee, the Board of Directors shall appoint annually a firm of
independent public accountants as auditors of the Corporation. Such
appointment shall be submitted to the shareholders for ratification at the
Annual Meeting next following such appointment. Should the holders of a
majority of the shares represented at the meeting fail to ratify the
appointment of any firm as auditors of the Corporation, or should the Board
of Directors for any reason determine that such appointment be terminated,
the Board of Directors shall appoint another firm of independent public
accountants to act as auditors of the Corporation and such appointment shall
be submitted to the shareholders for ratification at the Annual or Special
Shareholders Meeting next following such appointment.
ARTICLE IV
COMMITTEES
SECTION 1. APPOINTMENT. A majority of the Board of Directors may
create one or more committees and appoint members of the Board to serve on
the committee or committees. Each committee shall have three or more
members, who serve at the pleasure of the Board. The Board shall designate
one member of each committee to be chairman of the committee. The Board
shall designate a secretary of each committee who may be, but need not be, a
member of the committee or the Board.
SECTION 2. COMMITTEE MEETINGS. A majority of any committee shall
constitute a quorum and a majority of the committee is necessary for
committee action. A committee may act by unanimous consent in writing
without a meeting. Committee meetings may be called by the Chairman of the
Board, the chairman of the committee, or any two of the committee's
BY-LAWS Page 9
members. The time and place of committee meetings shall be designated in the
notice of such meeting. Notice of each committee meeting shall be given to
each committee member. Each Committee shall keep minutes of its proceedings
and such minutes shall be distributed to the Board of Directors.
SECTION 3. EXECUTIVE COMMITTEE. The Board shall appoint an Executive
Committee. A majority of the members of the Committee shall be selected from
those Directors who are not then serving as full-time employees of the
Corporation or any of its subsidiaries.
SECTION 4. DUTIES OF THE EXECUTIVE COMMITTEE. The Executive Committee
may, when the Board of Directors is not in session, exercise the authority of
the Board in the management of the business and affairs of the Corporation;
provided, however, the Committee may not:
(1) authorize distributions;
(2) approve or recommend to shareholders any act the Business
Corporation Act of 1983 requires to be approved by shareholders.
(3) fill vacancies on the Board or on any of its committees;
(4) elect or remove Officers or fix the compensation of any member of
the Committee;
(5) adopt, amend or repeal the By-Laws;
(6) approve a plan of merger not requiring shareholder approval;
(7) authorize or approve reacquisition of shares, except according to
a general formula or method prescribed by the Board;
(8) authorize or approve the issuance or sale, or contract for sale,
of shares or determine the designation and relative rights,
preferences, and limitations of a series of shares, except that
the Board may direct the Committee to fix the specific terms of
the issuance or sale or contract for sale or the number of shares
to be allocated to particular employees under an employee benefit
plan; or
(9) amend, alter, repeal, or take action inconsistent with any
resolution or action of the Board of Directors when the
resolution or action of the Board of Directors provides by its
terms that it shall not be amended, altered or repealed by action
of the Committee.
BY-LAWS Page 10
SECTION 5. AUDIT COMMITTEE. The Board of Directors shall appoint an
Audit Committee. All of the members of the Committee shall be selected from
those Directors who are not then serving as full-time employees of the
Corporation or any of its subsidiaries.
SECTION 6. DUTIES OF THE AUDIT COMMITTEE. The Audit Committee shall:
(1) recommend to the Board of Directors annually a firm of
independent public accountants to act as auditors of the
Corporation;
(2) review with the auditors in advance the scope of and fees for
their annual audit;
(3) review with the auditors and the management, from time to time,
the Corporation's accounting principles, policies, and practices
and its reporting policies and practices;
(4) review with the auditors annually the results of their audit; and
(5) review from time to time with the auditors and the Corporation's
financial personnel the adequacy of the Corporation's accounting,
financial and operating controls.
SECTION 7. COMPENSATION COMMITTEE. The Board of Directors shall
appoint a Compensation Committee. The members of the Committee shall be
selected from those Directors who are not then serving as full-time employees
of the Corporation or any of its subsidiaries and who are "non-employee
directors" under Rule 16b-3 promulgated under the Securities Exchange Act of
1934, or any similar successor rule.
SECTION 8. DUTIES OF THE COMPENSATION COMMITTEE. The Compensation
Committee shall:
(1) administer the stock option plans of the Corporation;
(2) review, at least annually, the compensation of Directors who are
not then serving as full-time employees of the Corporation or any
of its subsidiaries and recommend for approval by the Board any
change in the compensation of such Directors;
(3) review, at least annually, the compensation of all Officers of
the Corporation. The committee shall have the authority to
approve changes in the base compensation, and any proposed
special separation arrangements of Officers, except the Chairman
of the Board of Directors, the Chief Executive Officer, and the
President, whose base compensation,
BY-LAWS Page 11
and any special separation arrangements, shall be subject to
approval by the Board of Directors.
SECTION 9. NOMINATIONS AND BOARD AFFAIRS COMMITTEE. The Board of
Directors shall appoint a Nominations and Board Affairs Committee. A
majority of the members of the Committee shall be selected from those
Directors who are not then serving as full-time employees of the Corporation
or any of its subsidiaries.
SECTION 10. DUTIES OF THE NOMINATIONS AND BOARD AFFAIRS COMMITTEE. The
Nominations and Board Affairs Committee shall:
(1) develop general criteria for selection of and qualifications
desirable in members of the Board of Directors and Officers of
the Corporation and aid the Board in identifying and attracting
qualified candidates to stand for election to such positions;
(2) recommend to the Board annually a slate of nominees to be
proposed by the Board to the shareholders as nominees for
election as Directors, and, from time to time, recommend persons
to fill any vacancy on the Board;
(3) review annually, or more often if appropriate, the performance of
individual members of the management of the Corporation and the
membership and performance of committees of the Board and make
recommendations deemed necessary or appropriate to the Board;
(4) recommend to the Board persons to be elected as Officers of the
Corporation; and
(5) serve in an advisory capacity to the Board of Directors and
Chairman of the Board on matters of organization, management
succession plans, major changes in the organizational structure
of the Corporation, and the conduct of Board activities,
including assisting in the evaluation of the Board's own
performance.
ARTICLE V
OFFICERS
SECTION 1. NUMBER. The Officers of the Corporation shall be the
Chairman of the Board, the Chief Executive Officer, the President, one or
more Executive, Group or Senior Vice Presidents, one or more Vice Presidents,
a Treasurer, a Secretary, a Controller, a General Counsel and such Assistant
Treasurers and Assistant Secretaries as the Board of Directors may elect.
Any two or more offices may be held by the same person.
BY-LAWS Page 12
SECTION 2. ELECTION AND TERM OF OFFICE. The Officers of the
Corporation shall be elected annually by the Board of Directors at the first
meeting of the Board of Directors held after each annual meeting of
shareholders. If the election of Officers shall not be held at such meeting,
such election shall be held as soon thereafter as conveniently may be.
Vacancies or new offices may be filled at any meeting of the Board of
Directors. Each Officer shall hold office until his or her successor shall
have been duly elected and shall have qualified or until his or her death or
until he or she shall resign or shall have been removed in the manner
hereinafter provided.
SECTION 3. REMOVAL OF OFFICERS. Any Officer may be removed by the
Board of Directors whenever in its judgment the best interests of the
Corporation will be served thereby.
SECTION 4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term.
SECTION 5. CHAIRMAN OF THE BOARD OF DIRECTORS AND CHIEF EXECUTIVE
OFFICER. The Chairman shall preside at all meetings of the Board of Directors
and the shareholders. The Chief Executive Officer shall be responsible for
the overall management of the Corporation subject to the direction of the
Board of Directors.
SECTION 6. PRESIDENT. The President shall be the Chief Operating
Officer. The President shall perform such duties as may be prescribed by the
Board of Directors or by the Chief Executive Officer.
SECTION 7. EXECUTIVE, GROUP AND SENIOR VICE PRESIDENTS. Each
Executive, Group, or Senior Vice President shall be responsible for
supervising and coordinating a major area of the Corporation's activities
subject to the direction of the Chief Executive Officer or the President.
SECTION 8. VICE PRESIDENTS. Each of the Vice Presidents shall be
responsible for those activities designated by an Executive, Group, or Senior
Vice President, the President, the Chief Executive Officer or by the Board of
Directors.
SECTION 9. TREASURER. The Treasurer shall administer the investment,
financing, insurance and credit activities of the Corporation.
SECTION 10. SECRETARY. The Secretary will be the custodian of the
corporate records and of the seal of the Corporation, will countersign
certificates for shares of the Corporation, and in general will perform all
duties incident to the office of the Secretary. The Secretary shall have the
authority to certify the By-Laws, resolutions of the shareholders and the
Board of Directors and committees thereof, and other documents of the
Corporation as true and correct copies hereof.
BY-LAWS Page 13
SECTION 11. CONTROLLER. The Controller will conduct the accounting
activities of the Corporation, including the maintenance of the Corporation's
general and supporting ledgers and books of account, operating budgets, and
the preparation and consolidation of financial statements.
SECTION 12. GENERAL COUNSEL. The General Counsel will be the chief
consultant of the Corporation on legal matters. He or she will supervise all
matters of legal import concerning the interests of the Corporation.
SECTION 13. ASSISTANT TREASURER. The Assistant Treasurer shall, in the
absence or incapacity of the Treasurer, perform the duties and exercise the
powers of the Treasurer, and shall perform such other duties as shall from
time to time be given to him or her by the Treasurer.
SECTION 14. ASSISTANT SECRETARY. The Assistant Secretary shall, in the
absence or incapacity of the Secretary, perform the duties and exercise the
powers of the Secretary, and shall perform such other duties as shall from
time to time be given to him or her by the Secretary. The Assistant
Secretary shall be, with the Secretary, keeper of the books, records, and the
seal of the Corporation, and shall have the authority to certify the By-Laws,
resolutions and other documents of the Corporation.
SECTION 15. GENERAL POWERS OF OFFICERS. The Chairman of the Board, the
Chief Executive Officer, the President, and any Executive, Group or Senior
Vice President, may sign without countersignature any deeds, mortgages,
bonds, contracts, reports to public agencies, or other instruments whether or
not the Board of Directors has expressly authorized execution of such
instruments, except in cases where the signing and execution thereof shall be
expressly delegated by the Board of Directors or by these By-Laws solely to
some other Officer or agent of the Corporation, or shall be required by law
to be otherwise signed or executed. Any other Officer of this Corporation
may sign contracts, reports to public agencies, or other instruments which
are in the regular course of business and within the scope of his or her
authority, except where the signing and execution thereof shall be expressly
delegated by the Board of Directors or by these By-Laws to some other Officer
or agent of the Corporation, or shall be required by law to be otherwise
signed or executed.
ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares
of the Corporation shall be in such form as may be determined by the Board of
Directors. Such certificates shall be signed by any one of the Chairman of
the Board, the Chief Executive Officer, the President or an Executive Vice
President, and shall be countersigned by the Secretary or an Assistant
Secretary and shall be sealed with the seal, or a facsimile of the seal, of
the Corporation. If a certificate is countersigned by a Transfer Agent or
Registrar, other than the
BY-LAWS Page 14
Corporation itself or its employee, any other signatures or countersignature
on the certificate may be facsimiles. In case any Officer of the
Corporation, or any officer or employee of the Transfer Agent or Registrar
who has signed or whose facsimile signature has been placed upon such
certificate ceases to be an Officer of the Corporation, or an officer or
employee of the Transfer Agent or Registrar before such certificate is
issued, the certificate may be issued by the Corporation with the same effect
as if the Officer of the Corporation, or the officer or employee of the
Transfer Agent or Registrar had not ceased to be such at the date of its
issue. Each certificate representing shares shall state: that the
Corporation is organized under the laws of the State of Illinois; the name of
the person to whom issued; the number and class of shares; and the
designation of the series, if any, which such certificate represents. Each
certificate shall be consecutively numbered or otherwise identified. The
name of the person to whom the shares represented thereby are issued, with
the number of shares and date of issue, shall be entered on the books of the
Corporation. All certificates surrendered to the Corporation for transfer
shall be canceled, and no new certificate shall be issued in replacement
until the former certificate for a like number of shares shall have been
surrendered and canceled, except in the case of lost, destroyed or mutilated
certificates.
SECTION 2. TRANSFER AGENT AND REGISTRAR. The Board of Directors may
from time to time appoint such Transfer Agents and Registrars in such
locations as it shall determine, and may, in its discretion, appoint a single
entity to act in the capacity of both Transfer Agent and Registrar in any one
location.
SECTION 3. TRANSFER OF SHARES. Transfers of shares of the Corporation
shall be made only on the books of the Corporation at the request of the
holder of record thereof or of his attorney, lawfully constituted in writing,
and on surrender for cancellation of the certificate for such shares. The
person in whose name shares stand on the books of the Corporation shall be
deemed the owner thereof for all purposes as regards the Corporation.
SECTION 4. LOST, DESTROYED OR MUTILATED CERTIFICATES. In case of lost,
destroyed or mutilated certificates, duplicate certificates shall be issued
to the person claiming the loss, destruction or mutilation, provided:
(a) That the claimant furnishes an affidavit stating the facts of such
loss, destruction or mutilation so far as known to him or her and
further stating that the affidavit is made to induce the Corporation
to issue a duplicate certificate or certificates; and that issuance of
the duplicate certificate or certificates is approved:
(i) in a case involving a certificate or certificates for more than
1,000 shares, by the Chairman of the Board, the Chief Executive
Officer, the President, an Executive Vice President, or the
Secretary; or
(ii) in a case involving a certificate or certificates for 1,000
shares or less, by the Transfer Agent appointed by the Board of
Directors for the transfer of the shares represented by such
certificate or certificates;
BY-LAWS Page 15
upon receipt of a bond, with one or more sureties, in the amount to be
determined by the party giving such approval; or
(b) that issuance of the said duplicate certificate or certificates is
approved by the Board of Directors upon such terms and conditions as
it shall determine.
ARTICLE VII
FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of
January in each year and end on the last day of December in each year.
ARTICLE VIII
VOTING SHARES OR INTERESTS IN OTHER CORPORATIONS
The Chairman of the Board, the Chief Executive Officer, the President,
an Executive, Group, or Senior Vice President and each of them, shall have
the authority to act for the Corporation by voting any shares or exercising
any other interest owned by the Corporation in any other corporation or other
business association, including wholly or partially owned subsidiaries of the
Corporation, such authority to include, but not be limited to, power to
attend any meeting of any such corporation or other business association, to
vote shares in the election of directors and upon any other matter coming
before any such meeting, to waive notice of any such meeting and to consent
to the holding thereof without notice, and to appoint a proxy or proxies to
represent the Corporation at any such meeting with all the powers that the
said Officer would have under this section if personally present.
ARTICLE IX
DISTRIBUTIONS TO SHAREHOLDERS
The Board of Directors may authorize, and the Corporation may make,
distributions to its shareholders, subject to any restriction in the Articles
of Incorporation and subject also to the limitations prescribed by law.
ARTICLE X
SEAL
The Corporate Seal of the Corporation shall be in the form of a circle
in the center of which is the insignia "[LOGO]" and shall have inscribed
thereon the name of the Corporation and the words "an Illinois Corporation."
BY-LAWS Page 16
ARTICLE XI
WAIVER OF NOTICE
Whenever any notice whatever is required to be given under the
provisions of these By-Laws or under the provisions of the Articles of
Incorporation or under the provisions of The Business Corporation Act of
1983, a waiver thereof in writing, signed by the person or persons entitled
to such notice, whether before or after the time stated therein, shall be
deemed equivalent to the giving of such notice. Attendance at any meeting
shall constitute waiver of notice thereof unless the person at the meeting
objects to the holding of the meeting because proper notice was not given.
ARTICLE XII
AMENDMENTS
These By-Laws may be made, altered, amended or repealed by the
shareholders or the Board of Directors.