Exhibit 3.2
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BY-LAWS
OF
ALLEGHANY CORPORATION
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DELAWARE
ARTICLE I.
STOCKHOLDERS
SECTION 1. ANNUAL MEETING
The annual meeting of stockholders for the election of directors and for
the transaction of any other business that may properly come before the meeting
shall be held at such hour and at such place or places within or without the
State of Delaware as may from time to time be determined by the Board of
Directors, on the fourth Friday of April in each year or such other date as may
be set by the Board of Directors not more than 15 days before, nor 15 days
after, the fourth Friday of April.
SECTION 2. SPECIAL MEETINGS
At any time in the interval between regular meetings, special meetings of
stockholders may be called by the Chairman, or by a majority of the Board of
Directors, to be held at such times and at such places within or without the
State of Delaware as may be specified in the notices of such meetings. The
notice of any special meeting shall state the purpose of the meeting and specify
the action to be taken at said meeting and no business shall be transacted
thereat except that specifically named in the notice.
SECTION 3. NOTICE OF MEETING
Notice of the time and place of every meeting of stockholders shall be
delivered personally or mailed at least ten days and not more than sixty days
prior thereto to each stockholder of record entitled to vote at his address as
it appears on the records of the Corporation. Such further notice shall be given
as may be required by law. Business transacted at any special meeting shall be
confined to the purpose or purposes stated in the notice of such special
meeting. Meetings may be held without notice if all stockholders entitled to
vote are present or if notice is waived by those not present.
SECTION 4. VOTING
At all meetings of stockholders any stockholder entitled to vote may vote
in person or by proxy. Such proxy or any revocation or amendment thereof, shall
be in writing, but need not be sealed, witnessed or acknowledged, and shall be
filed with the Secretary at or before the meeting. The Corporation may require
that such proxy indicate whether such stock is beneficially owned by a
Substantial Stockholder, as defined in Article NINTH of the Certificate of
Incorporation.
SECTION 5. QUORUM
Unless otherwise required by statute or the Restated Certificate of
Incorporation of the Corporation (the "Certificate of Incorporation"), at any
annual or special meeting of stockholders the presence in person or by proxy of
stockholders entitled to cast a
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majority of all the votes entitled to be cast at the meeting (after giving
effect to the provisions of Article NINTH of the Certificate of Incorporation)
shall constitute a quorum, but if at any meeting of the stockholders there be
less than a quorum present, the stockholders present at such meeting may,
without further notice, adjourn, the same from time to time until a quorum shall
attend, but no business shall be transacted at any such adjournment except such
as might have been lawfully transacted had the meeting not been adjourned.
SECTION 6. ACTION AT MEETINGS
Except as otherwise required by law, the Certificate of Incorporation or
these By-Laws, a majority of the votes (after giving effect to the provisions of
Article NINTH of the Certificate of Incorporation) cast at a meeting at which a
quorum is present shall be sufficient to take or authorize action upon any
matter which may properly come before the meeting, and the stockholders shall
not be entitled to cumulate their votes upon the election of directors, or upon
any other matter. Any action required or permitted to be taken by the
stockholders must be effected at an annual or special meeting of stockholders
and may not be effected by any consent in writing by such stockholders.
SECTION 7. PROCEDURE AT MEETINGS
The Board of Directors may appoint two or more persons to serve as
inspectors of election at any meeting of stockholders. In the absence of such
appointment, the Chairman of the Meeting may make such appointment. The
inspectors of election shall receive, examine and tabulate all ballots, and
proxies, including proxies filed with the Secretary, shall determine the
presence or absence of a quorum and shall report to the officer of the
Corporation or other person presiding over the meeting the result of all voting
taken at the meeting by ballot.
The order of business and all other matters of procedure at every meeting
of the stockholders may be determined by the officer of the Corporation or other
person presiding over the meeting.
SECTION 8. BUSINESS OF THE MEETING
At any annual meeting of stockholders, only such business shall be
conducted as shall have been brought before the meeting (i) by or at the
direction of the Board of Directors or (ii) by any stockholder who is entitled
to vote with respect thereto and who complies with the notice procedures set
forth in this Section 8. For business to be properly brought before an annual
meeting by a stockholder, the stockholder must have given timely notice thereof
in writing to the Secretary of the Corporation. To be timely, a stockholder's
notice must be delivered or mailed to and received at the principal executive
offices of the Corporation not less than 30 days prior to the date of the annual
meeting; provided, however, that in the event that less than 40 days' notice or
prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be received not later
than the close of business on the 10th
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day following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made. A stockholder's notice to the
Secretary shall set forth as to each matter such stockholder proposes to bring
before the annual meeting(i) a brief 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 address, as they appear on the
Corporation's books, of the stockholder proposing such business, (iii) the class
and number of shares of the Corporation's capital stock that are beneficially
owned by such stockholder and (iv) any material interest of such stockholder in
such business. Notwithstanding anything in the By-Laws to the contrary, no
business shall be brought before or conducted at the annual meeting except in
accordance with the provisions of this Section 8. The officer of the Corporation
or other person presiding over the annual meeting shall, if the facts so
warrant, determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the provisions of this Section 8
and, if he shall so determine, he shall so declare to the meeting and any such
business so determined to be not properly brought before the meeting shall not
be so transacted.
At any special meeting of stockholders, only such business shall be
conducted as shall have been brought before the meeting by or at the direction
of the Board of Directors.
SECTION 9. NOMINATION OF DIRECTORS
Only persons who are nominated in accordance with the procedures set forth
in these By-Laws shall be eligible for election as directors. Nominations of
persons for election to the Board of Directors of the Corporation may be made at
a meeting of stockholders at which directors are to be elected only (i) by or at
the direction of the Board of Directors or (ii) by any stockholder of the
Corporation entitled to vote for the election of directors at the meeting who
complies with the notice procedures set forth in this Section 9. Such
nominations, other than those made by or at the direction of the Board of
Directors, shall be made by timely notice in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice shall be delivered or mailed
to and received at the principal executive offices of the Corporation not less
than 30 days prior to the date of the meeting, provided, however, that in the
event that less than 40 days' notice or prior disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder to be timely
must be so received not later than the close of business on the 10th day
following the date on which such notice of the date of the meeting was mailed or
such public disclosure was made. Such stockholder's notice shall set forth (i)
as to each person whom such stockholder proposes to nominate for election 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 (including such person's written consent to being named
in the proxy statement as a nominee and to serving as a director if elected);
and (ii) as to the stockholder giving the notice (x) the name and address, as
they appear on the Corporation's books, of such stockholder and (y) the class
and number of shares of the Corporation's capital stock that are beneficially
owned by such stockholder. At the request of the Board
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of Directors any person nominated by the Board of Directors for election as a
director shall furnish to the Secretary of the Corporation that information
required to be set forth in a stockholder's notice of nomination which pertains
to the nominee. No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the provisions of this Section
9. The officer of the Corporation or other person presiding at the meeting
shall, if the facts so warrant, determine and declare to the meeting that a
nomination was not made in accordance with such provisions and, if he shall so
determine, he shall so declare to the meeting and the defective nomination shall
be disregarded.
SECTION 10. ADJOURNMENTS
Any meeting of stockholders may be adjourned from time to time, whether or
not a quorum is present, by the affirmative vote of a majority of the votes
present and entitled to be cast at the meeting, or by the officer of the
Corporation presiding over the meeting, or by the Board of Directors.
ARTICLE II.
DIRECTORS
SECTION 1. NUMBER AND ELECTION
Directors (other than such directors, if any, as are elected by holders of
preferred stock of the Corporation voting as a separate class) shall be divided
into three classes, which shall be as nearly equal in number as practicable.
Unless changed by the Board of Directors pursuant hereto the number of directors
shall be nine and each class shall consist of three directors. The number of
directors and the number of which each class is to consist may be increased or
decreased from time to time by a resolution adopted by the vote of in excess of
three-quarters (75%) of the Whole Board (as defined in the Certificate of
Incorporation); and provided that no decrease in the number of directors shall
affect the tenure of office of any existing director. The term of office of the
first class shall expire at the 1987 annual meeting of stockholders, the term of
office of the second class shall expire at the 1988 annual meeting of
stockholders and the term of office of the third class shall expire at the 1989
annual meeting of stockholders, with each director to hold office until his or
her successor shall have been duly elected and qualified. At each annual meeting
of stockholders, commencing with the 1987 annual meeting, directors elected to
succeed those directors whose terms then expire shall be elected for a term of
office to expire at the third succeeding annual meeting of stockholders after
their election, with each director to hold office until his or her successor
shall have been duly elected and qualified.
SECTION 2. VACANCIES
Subject to the rights of the holders of any series of Preferred Stock, and
unless the Board of Directors otherwise determines, newly created directorships
resulting from any increases in the authorized number of directors or any
vacancies in the Board of Directors
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resulting from death, resignation, retirement, disqualification, removal from
office or other cause may be filled only by a majority vote of the directors
then in office, though less than a quorum, and any director so chosen shall hold
office for a term expiring at the annual meeting of stockholders at which the
term of office of the class to which such director has been elected expires and
until such director's successor shall have been duly elected and qualified.
SECTION 3. REGULAR MEETINGS
Regular meetings of the Board of Directors shall be held at such times and
places as the Board of Directors may from time to time determine.
SECTION 4. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called at any time, at
any place and for any purpose by the Chairman of the Board or by any three
directors.
SECTION 5. NOTICE OF MEETING
Notice of regular meetings of the Board of Directors need not be given.
Notice of every special meeting of the Board of Directors shall be given
to each director, by (a) deposit in the mail at least seventy-two hours before
the meeting, or (b) telephone communication directly with such person, the
dispatch of a telegraphic communication to his address, or actual delivery to
his address, at least forty-eight hours before the meeting. If given to a
director by mail, telegraph or actual delivery to his address, such notice shall
be sent or delivered to his business or residential address as shown on the
records of the Secretary or an Assistant Secretary of the Corporation, or to
such other address as shall have been furnished to the Secretary or an Assistant
Secretary of the Corporation by him for the purpose. Such notice need not
include a statement of the business to be transacted at, or the purpose of, any
such meeting.
SECTION 6. QUORUM; ACTION AT MEETINGS
A majority of the Board of Directors shall constitute a quorum for the
transaction of business, but if, at any meeting of the Board, there be less than
a quorum present, the members at the meeting may, without further notice,
adjourn the same from time to time until a quorum shall attend. Except as herein
or in the Certificate of Incorporation provided or as required by law, a
majority of such quorum shall decide any questions that may come before the
meeting.
SECTION 7. PARTICIPATING IN MEETING BY CONFERENCE TELEPHONE
Members of the Board of Directors, or any committee thereof, may
participate in a meeting of such Board or committee by means of conference
telephone or similar equipment by means of which all persons participating in
the meeting can hear each other
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at the same time and such participation shall constitute presence in person at
such meeting.
SECTION 8. DIVIDENDS
Anything in these By-Laws to the contrary notwithstanding, the declaration
of dividends or other distributions on the capital stock of the Corporation,
whether in cash or property (other than the dividend preference payable on any
preferred stock of the Corporation outstanding from time to time), may be
authorized only by vote of in excess of three-quarters (75%) of the directors
present at a meeting duly called at which a quorum is present.
SECTION 9. VICE CHAIRMAN OF THE BOARD
In addition to the appointment of a Chairman of the Board, as provided
in Section 2 of Article IV of these By-laws, the Board of Directors may appoint
one of its number to the position of Vice Chairman of the Board to serve at the
pleasure of the Board. The position of Vice Chairman of the Board shall not
constitute an officer position of the Corporation. The Vice Chairman of the
Board shall perform such duties and exercise such powers as may be assigned to
him from time to time by the Board of Directors or the Chairman of the Board,
but shall not be assigned any duties or powers which could result in the Vice
Chairman of the Board being considered an executive officer of the Corporation
as defined in Rule 3b-7 of the Securities Exchange Act of 1934, as amended, or
Section 162(m) of the Internal Revenue Code of 1986, as amended.
ARTICLE III.
COMMITTEES OF THE BOARD OF DIRECTORS
SECTION 1. ELECTION
The Board of Directors may appoint an Executive Committee and other
committees composed of two or more of its members, and may appoint one of the
members of each such committee to the office of chairman thereof. Members of the
committees of the Board of Directors shall hold office for a term of one year
and until their successors are appointed and qualify or until they shall cease
to be directors.
SECTION 2. POWERS
Subject to such limitations as may from time to time be established by
resolution of the Board of Directors, the Executive Committee shall have any and
may exercise all of the powers of the Board of Directors when the Board of
Directors is not in session except that it shall have no power to (a) declare
dividends, (b) issue stock of the Corporation, (c) recommend to the stockholders
any action which requires stockholder approval, (d) alter, amend or repeal any
resolution of the Board of Directors relating to the Executive Committee, or (e)
take any other action which legally may be taken only by
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the Board of Directors. Other committees of the Board of Directors shall have
such powers as shall be properly delegated to them by the Board of Directors.
SECTION 3. VACANCIES
If the office of any member of any committee becomes vacant by death,
resignation, or otherwise, such vacancy may be filled from the members of the
Board by the Board of Directors.
SECTION 4. SUBSTITUTE MEMBERS
In the event that a member of any committee is absent from a meeting of
the committee, the members of the committee present at the meeting whether or
not they constitute a quorum may appoint another director to act in place of the
absent member.
SECTION 5. MEETINGS AND NOTICE OF MEETINGS
The Executive Committee shall meet from time to time on call of the
Chairman of the Board, or on call of any three or more members of the Executive
Committee, for the transaction of any business.
Notice of every meeting of the Executive Committee shall be given to each
member, by (a) deposit in the mail at least seventy-two hours before the
meeting, or (b) telephonic communication directly with such person, the dispatch
of a telegraphic communication to his address, or actual delivery to his
address, at least forty-eight hours before the meeting. If given to a member by
mail, telegraph or actual delivery to his address, such notice shall be sent or
delivered to his business or residential address as shown on the records of the
Secretary or an Assistant Secretary of the Corporation, or to such other address
as shall have been furnished to the Secretary or an Assistant Secretary of the
Corporation by him for this purpose. Such notice need not include a statement of
the business to be transacted at, or the purpose of, any such meeting.
All other committees of the Board of Directors shall meet at such times
and upon such notice as they may determine.
SECTION 6. QUORUM; ACTION AT MEETINGS
At any meeting of any committee, however called, a majority of the members
shall constitute a quorum for the transaction of business. A majority of such
quorum shall decide any questions that may come before the meeting.
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ARTICLE IV.
OFFICERS
SECTION 1. ELECTION AND NUMBER
The Board of Directors may appoint one of its number as Chairman of the
Board. The Board of Directors shall appoint a President from among the
directors, and a Secretary and a Treasurer, who need not be directors. The Board
of Directors may also appoint an Executive Vice President and one or more Senior
Vice Presidents and/or Vice Presidents, who need not be directors. All officers
of the Corporation shall hold office at the pleasure of the Board of Directors.
Any two or more offices, except those of President and Vice President, may, at
the discretion of the Board of Directors, be held by the same person. The Board
of Directors may from time to time appoint such other officers and agents with
such powers and duties as the Board may prescribe.
SECTION 2. CHAIRMAN OF THE BOARD
The Chairman of the Board shall preside at all meetings of the Board of
Directors and shall perform such other duties and exercise such other powers as
may be assigned to him from time to time by the Board of Directors.
SECTION 3. PRESIDENT
The President shall be the chief executive officer and the chief operating
officer of the Corporation. He shall preside at all meetings of stockholders
and, in the absence of the Chairman of the Board, he shall preside at all
meetings of the Board of Directors. Subject to the control of the Board of
Directors, he shall have direct power and authority over the business and
affairs of the Corporation. The President shall perform such other duties and
exercise such other powers as may be assigned to him from time to time by the
Board of Directors.
SECTION 4. EXECUTIVE VICE PRESIDENT
The Executive Vice President shall perform the duties of President in his
absence or during his disability to act. In addition, the Executive Vice
President shall perform the duties and exercise the powers usually incident to
such office and/or such other duties and powers as may be properly assigned
thereto from time to time by the Board of Directors, the Chairman of the Board
or the President.
SECTION 5. SENIOR VICE PRESIDENTS
The Senior Vice President or Senior Vice Presidents shall perform the
duties of the Executive Vice President in his absence or during his disability
to act. In addition, the Senior Vice President or Senior Vice Presidents shall
perform the duties and exercise the powers usually incident to their respective
offices and/or such other duties and powers as may be properly assigned to them
from time to time by the Board of Directors,
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the Chairman of the Board, the President or the Executive Vice President having
supervisory authority over them.
SECTION 6. VICE PRESIDENTS
The Vice President or Vice Presidents shall perform the duties of the
Senior Vice President or Senior Vice Presidents in his or their absence or
during his or their disability to act. In addition, the Vice President or Vice
Presidents shall perform the duties and exercise the powers usually incident to
their respective offices and such other duties and powers as may be properly
assigned to them from time to time by the Board of Directors, the Chairman of
the Board, the President, the Executive Vice President or any Senior Vice
President having supervisory authority over them.
SECTION 7. SECRETARY
The Secretary shall issue notices of meetings, keep the minutes of the
Board of Directors and its committees, have charge of the corporate seal, and
perform such other duties and exercise such other powers as are usually incident
to such office or are properly assigned thereto by the Board of Directors, the
Chairman of the Board, the President, the Executive Vice President or any Senior
Vice President or Vice President having supervisory authority over him.
SECTION 8. TREASURER
The Treasurer shall have charge of all monies and securities of the
Corporation, other than monies and securities of any division of the Corporation
which has a treasurer or financial officer appointed by the Board of Directors,
and shall keep regular books of account. The funds of the Corporation shall be
deposited in the name of the Corporation by the Treasurer with such banks or
trust companies as the Board of Directors or the Executive Committee from time
to time shall designate. He shall sign or countersign such instruments as
require his signature, shall perform all such duties and have all such powers as
are usually incident to such office or are properly assigned to him by the Board
of Directors, the Chairman of the Board, the President, the Executive Vice
President or any Senior Vice President or Vice President having supervisory
authority over him, and may be required to give bond for the faithful
performance of his duties in such sum and with such surety as may be required by
the Board of Directors.
SECTION 9. CONTROLLER
The Controller shall be responsible for the accounting policies and
practices of the Corporation, maintain its financial records, collect and
consolidate the financial results of its subsidiaries and other operating units,
prepare its financial reports, determine the amount and source of the funds
required to meet its financial obligations, and perform such other duties and
exercise such other powers as are usually incident to such office or are
properly assigned thereto by the Board of Directors, the Chairman of the Board,
the President, the Executive Vice President or any Senior Vice President or Vice
President having supervisory authority over him.
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SECTION 10. ASSISTANT SECRETARY; ASSISTANT TREASURER
The Board of Directors may appoint one or more assistant secretaries and
one or more assistant treasurers, or one appointee to both such positions, which
officers shall have such powers and shall perform such duties as are provided in
these By-Laws to the Secretary or Treasurer, as the case may be, or as are
properly assigned thereto by the Board of Directors, the Chairman of the Board,
the President, the Secretary or Treasurer as the case may be, or any other
officer having supervisory authority over them.
ARTICLE V.
FISCAL YEAR
The fiscal year of the Corporation shall end on the thirty-first day of
December in each year, or on such other day as may be fixed from time to time by
the Board of Directors.
ARTICLE VI.
SEAL
The Board of Directors shall provide a suitable seal, containing the name
of the Corporation, which seal shall be in the charge of the Secretary or an
Assistant Secretary.
ARTICLE VII.
STOCK
SECTION 1. CERTIFICATES OF STOCK
Certificates of stock shall be issued in such form as may be approved by
the Board of Directors and shall be signed, manually or by facsimile, by the
Chairman of the Board, President, Executive Vice President, a Senior Vice
President or a Vice President, and by the Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary, and sealed with the seal of Corporation or a
facsimile thereof.
SECTION 2. TRANSFERS
The Board of Directors shall have power and authority to make all such
rules and regulations as it may deem expedient concerning the issue, transfer
and registration of certificates of stock. The Board of Directors may appoint
Transfer Agents and Registrars thereof.
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SECTION 3. RECORD DATE; CLOSING OF TRANSFER BOOKS
The Board of Directors may fix a record date or direct that the stock
transfer books be closed for a stated period for the purpose of making any
proper determination with respect to stockholders, including which stockholders
are entitled to notice of or to vote at a meeting or any adjournment thereof,
receive payment of any dividend or other distribution, or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock. The record date may not be more than sixty (60) nor less
than ten (10) days before the date on which the action requiring the
determination will be taken; the transfer books may not be closed for a period
longer than twenty (20) days; and, in the case of a meeting of stockholders, the
closing of the transfer books shall be at least ten (10) days before the date of
the meeting.
SECTION 4. LOST CERTIFICATES
The Board of Directors may determine the conditions upon which a new
certificate of stock will be issued to replace a certificate which is alleged to
have been lost, stolen, mutilated or destroyed, and the Board of Directors may
delegate to any officer of the Corporation the power to make such determinations
and to cause such replacement certificates to be issued.
SECTION 5. WARRANTS
The foregoing provisions relative to certificates of stock shall also
apply to allotment certificates or other certificates or warrants representing
rights with respect to stock in the Corporation, which certificates or warrants
may be issued from time to time by a vote of the Board of Directors in such form
as they may approve.
SECTION 6. STOCK LEDGER
The Corporation shall maintain a stock ledger which contains the name and
address of each stockholder and the number of shares of stock of each class
which the stockholder holds. The stock ledger may be in written form or in any
other form which can be converted within a reasonable time into written form for
visual inspection. The original stock ledger shall be kept at the office of the
Corporation's Transfer Agent.
ARTICLE VIII.
SIGNATURES
SECTION 1. NEGOTIABLE INSTRUMENTS
All checks, drafts, notes, or other obligations of the Corporation shall
be signed (a) by any two officers of the Corporation of the rank of Chairman of
the Board, President, Executive Vice President, Senior Vice President or Vice
President, (b) by the
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Chairman of the Board, President, Executive Vice President, any Senior Vice
President or any Vice President, and by the Treasurer or Assistant Treasurer or
Secretary or Assistant Secretary, or (c) as otherwise authorized by the Board of
Directors or the Executive Committee; provided, however, that bonds, debentures
or notes issued under a mortgage indenture or trust agreement with a bank or
trust company as trustee and coupons attached or pertaining to any such bonds,
debentures or notes may be executed manually or by facsimile.
SECTION 2. STOCK TRANSFERS
All endorsements, assignments, transfers, stock powers or other
instruments of transfer of securities standing in the name of the Corporation
shall be executed for and in the name of the Corporation (a) by any two officers
of the Corporation of the rank of Chairman of the Board, President, Executive
Vice President, Senior Vice President or Vice President, or (b) by the Chairman
of the Board, President, Executive Vice President, any Senior Vice President or
any Vice President, and by the Secretary or any Assistant Secretary, or (c) as
otherwise authorized by the Board of Directors.
ARTICLE IX.
WAIVER OF NOTICE OF MEETINGS
SECTION 1. STOCKHOLDERS
Notice of the time, place and/or purpose of any meeting of stockholders
shall not be required to be given to any stockholder who shall attend such
meeting in person or by proxy; and if any stockholder shall, in a writing filed
with the records of the meeting, either before or after the holding thereof,
waive notice of any stockholders' meeting, notice thereof need not be given to
him.
SECTION 2. DIRECTORS
Notice of any meeting of the Board of Directors or of any committee
thereof need not be given to any director if he shall attend such meeting in
person, or shall in a writing filed with the records of the meeting, either
before or after the holding thereof, waive such notice; and any meeting of the
Board of Directors or of any committee thereof shall be a legal meeting without
any notice thereof having been given if all such directors shall be present at
such meeting.
ARTICLE X.
VOTING OF STOCKS
Unless otherwise ordered by the Board of Directors, the Chairman of the
Board, the President, the Executive Vice President, any Senior Vice President or
any Vice President of this Corporation shall have full power and authority, on
behalf of the Corporation, to attend, act and vote at any meeting of the
stockholders of any corporation
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in which this Corporation may hold stock and at such meeting may exercise any or
all rights and powers incident to the ownership of such stock and which as owner
thereof the Corporation might exercise if present, and to execute on behalf of
the Corporation a proxy or proxies empowering others to act as aforesaid. The
Board of Directors by resolution from time to time may confer like powers upon
any other person or persons.
ARTICLE XI.
CHECKS, NOTES, ETC.
All checks on the Corporation's bank accounts and all drafts, bills of
exchange and promissory notes, and all acceptances, obligations and other
instruments for the payment of money, shall be signed by such person or persons
as shall be authorized to do so from time to time by the Board of Directors or
by the committee or officer or officers of the Corporation to whom the Board
shall have delegated the power to authorize such signing; provided, however,
that the signature of any person so authorized on checks and drafts drawn on the
Corporation's dividend and special accounts may be in facsimile if the Board of
Directors or such committee or officer or officers, whichever shall have
authorized such person to sign such checks or drafts, shall have authorized such
person to sign in facsimile, and provided further that in case notes or other
instruments for the payment of money (other than notes, bonds or debentures
issued under a trust instrument of the Corporation) are required to be signed by
two persons, the signature thereon of only one of the persons signing any such
note or other instrument may be in facsimile, and that in the case of notes,
bonds or debentures issued under a trust instrument of the Corporation and
required to be signed by two officers of the Corporation, the signatures of both
such officers may be in facsimile if specifically authorized and directed by the
Board of Directors of the Corporation and if such notes, bonds or debentures are
required to be authenticated by a corporate trustee which is a party to the
trust instrument and provided further that in case any person or persons who
shall have signed any such note or other instrument, either manually or in
facsimile, shall have ceased to be a person or persons so authorized to sign any
such note or other instrument, whether because of death or by reason of any
other fact or circumstance, before such note or other instrument shall have been
delivered by the Corporation, such note or other instrument may, nevertheless,
be adopted by the Corporation and be issued and delivered as though the person
or persons who so signed such note or other instrument had not ceased to be such
a person or persons.
ARTICLE XII.
OFFICES
The Corporation may have offices outside the State of Delaware at such
places as shall be determined from time to time by the Board of Directors.
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ARTICLE XIII.
AMENDMENTS
Subject to the provisions of the Certificate of Incorporation, (1) these
By-Laws may be amended, altered or repealed by the stockholders at any annual or
special meeting by the affirmative vote of at least 75% of the voting power of
the outstanding shares of Voting Stock (after giving effect to the provisions of
Article NINTH of the Certificate of Incorporation) and (2) these By-Laws may be
amended, altered or repealed by the Board of Directors by the affirmative vote
of a majority of the Whole Board.
As amended September 21, 2004
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