EXHIBIT 3
================================================================================
AMERADA XXXX CORPORATION
------------------
BY-LAWS
------------------
================================================================================
AMERADA XXXX CORPORATION
BY-LAWS
ARTICLE I.
OFFICES
SECTION 1. Registered Office. The registered office shall
be in the City of Wilmington, County of New Castle, State of
Delaware.
SECTION 2. Other Offices. The Corporation may also have
an office in New York, New York, and offices at such other
places within or without the State of Delaware as the Board of
Directors may from time to time designate or the business of
the Corporation may require.
ARTICLE II.
SEAL
The corporate seal shall have inscribed thereon the name
of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware". The seal may be used by causing it
or a facsimile thereof to be impressed, affixed, reproduced or
otherwise used.
ARTICLE III.
STOCKHOLDERS' MEETINGS
SECTION 1. Place. All meetings of the stockholders shall
be held at such place either within or without the State of
Delaware as may be fixed by the Board of Directors.
SECTION 2. Date and Time of Annual Meeting. An annual
meeting of stockholders shall be held on the date and at the
time fixed by the Board of Directors, when the stockholders
shall elect a Board of Directors and transact such other
business as may properly be brought before the meeting.
SECTION 3. Quorum and Adjournment. The holders of a
majority of the stock issued and outstanding and entitled to
vote thereat, present in person or represented by proxy, shall
be requisite and shall constitute a quorum at all meetings of
the stockholders for the transaction of business except as
otherwise provided by the General Corporation Law of the State
of Delaware, by the Restated Certificate of Incorporation, or
by these By-Laws. If, however, such majority shall not be
present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or by
proxy, shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting,
until the requisite amount of voting stock shall be present. At
such adjourned meeting at which the requisite amount of voting
stock shall be represented, any business may be transacted
which might have been transacted at the meeting as originally
notified.
2
SECTION 4. Voting. At each meeting of the stockholders,
every stockholder having the right to vote shall be entitled to
vote in person, or by proxy appointed by an instrument in
writing subscribed by such stockholder or by his duly
authorized attorney and bearing a date not more than three
years prior to said meeting, unless said instrument provides
for a longer period. The vote for directors shall be by ballot.
All elections shall be had and all questions decided by a
plurality of the votes cast.
SECTION 5. Notice of Annual Meetings. Written notice of
the annual meeting, stating the place, date and hour of the
meeting, shall be delivered in person, or mailed postage
prepaid, to each stockholder entitled to vote thereat at such
address as appears on the records of the Corporation, not less
than ten nor more than fifty days before the date of the
meeting.
SECTION 6. List of Stockholders. The Secretary shall
prepare and make, at least ten days before every meeting of
stockholders, a complete list of stockholders entitled to vote
at said meeting, arranged in alphabetical order, and showing
the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be
open to the examination of any stockholder for any purpose
germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting either at the
place where the meeting is to be held or at a place specified
in the notice of meeting within the city where the meeting is
to be held. Such list shall be produced and kept at the time
and place of the meeting during the whole time thereof, and may
be inspected by any stockholder who is present.
SECTION 7. Call of Special Meetings. Except as otherwise Amendment
required by law and subject to the rights of the holders of any authorized
class or series of stock having a preference over the Common Xxxxx 0, 0000,
Xxxxx as to dividends or upon liquidation, special meetings of effective May
the stockholders for any purpose or purposes may be called only 13, 1985.
by the Chairman of the Board or the President, and shall be
called by the Secretary at the request of the Board of
Directors pursuant to a resolution approved by a majority of
the entire Board of Directors.
SECTION 8. Business at Special Meetings. Business
transacted at all special meetings shall be confined to the
purpose or purposes stated in the notice.
SECTION 9. Notice of Special Meetings. Written notice of
a special meeting of stockholders, stating the place, date and
hour of the meeting and the purpose or purposes for which it is
called, shall be delivered in person, or mailed postage
prepaid, at least ten days before such meeting, to each
stockholder entitled to vote thereat at such address as appears
on the records of the Corporation.
SECTION 10. Stockholder Action; How Taken. Any action Amendment
required or permitted to be taken by the stockholders of the authorized
Corporation must be effected at a duly called annual or special March 6, 1985,
meeting of such holders and may not be effected by any consent effective May
in writing by such holders. 13, 1985.
3
ARTICLE IV.
DIRECTORS
SECTION 1. (a) Number, Election and Terms. Except as Amendment
otherwise fixed pursuant to the provisions of Article FOURTH authorized
of the Restated Certificate of Incorporation relating to the March 6, 1985,
rights of the holders of any class or series of stock having a effective
preference over the Common Stock as to dividends or upon May 13, 1985,
liquidation to elect additional directors under specified (supersedes
circumstances, the number of directors shall be fixed from time amendment of
to time by the Board of Directors but shall not be less than October 5,
three. The directors, other than those who my be elected by the 1983)
holders of any class or series of stock having a preference
over the Common Stock as to dividends or upon liquidation,
shall be classified, with respect to the time for which they
severally hold office, into three classes, as nearly equal in
number as possible, as determined by the Board of Directors,
one class to hold office initially for a term expiring at the
annual meeting of stockholders to be held in 1986, another
class to hold office initially for a term expiring at the
annual meeting of stockholders to be held in 1987, and another
class to hold office initially for a term expiring at the
annual meeting of stockholders to be held in 1988, with the
members of each class to hold office until their successors are
elected and qualified. At each annual meeting of stockholders,
the successors of the class of directors whose term expires at
that meeting shall be elected to hold office for a term
expiring at the annual meeting of stockholders held in the
third year following the year of their election.
The term "entire Board" as used in these By-Laws means
the total number of directors which the Corporation would have
if there were no vacancies.
(b) Stockholder Nomination of Director Candidates. Amendment
Subject to the rights of holders of any class or series of authorized
stock having a preference over the Common Stock as to dividends March 6, 1985,
or upon liquidation, nominations for the election of directors effective
may be made by the Board of Directors or a committee appointed May 13, 1985,
by the Board of Directors or by any stockholder entitled to (supersedes
vote in the election of directors generally. However, any amendment of
stockholder entitled to vote in the election of directors October 5,
generally may nominate one or more persons for election as 1983)
directors at a meeting only if written notice of such
stockholder's intent to make such nomination or nominations has
been given, either by personal delivery or by United States
mail, postage prepaid, to the Secretary of the Corporation not
later than (i) with respect to an election to be held at an
annual meeting of stockholders, ninety days prior to the
anniversary date of the immediately preceding annual meeting,
and (ii) with respect to an election to be held at a special
meeting of stockholders for the election of directors, the
close of business on the tenth day following the date on which
notice of such meeting is first given to stockholders. Each
such notice shall set forth: (a) the name and address of the
stockholder who intends to make the nomination and of the
person or persons to be nominated; (b) a representation that
the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; (c) a description of
all arrangements or understandings between the stockholder and
each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (d) such other
information regarding each nominee proposed by such stockholder
as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange
Commission, had the nominee been nominated, or intended
4
to be nominated, by the Board of Directors; and (e) the consent
of each nominee to serve as a director of the Corporation if so
elected. The presiding officer of the meeting may refuse to
acknowledge the nomination of any person not made in compliance
with the foregoing procedure.
SECTION 2. Powers. In addition to the powers and
authorities by these By-Laws expressly conferred upon it, the
Board of Directors may exercise all such powers of the
Corporation and do all such lawful acts and things as are not
by the General Corporation Law of the State of Delaware, by the
Restated Certificate of Incorporation or by these By-Laws
directed or required to be exercised or done exclusively by the
stockholders.
SECTION 3. Expenses and Fees. Each director my be allowed
expenses, if any, for attendance at each regular or special
meeting of the Board of Directors and of any committee thereof,
and each director who is not an employee of the Corporation or
any of it's subsidiaries shall receive for services rendered as
a director or as a member of any committee of the Board of
Directors such compensation as may be fixed by the Board of
Directors. Nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.
SECTION 4. Organization Meeting. As soon as practicable
after the annual meeting of the stockholders, a meeting of the
newly elected Board of Directors for the purpose of
organization and the election of officers and otherwise shall
be held upon the call and notice specified in Section 6 of this
Article.
SECTION 5. Regular Meetings. Regular meetings of the
Board of Directors shall be held without notice at the
principal office of the Corporation in New York, New York, or
at such other place within or without the State of Delaware as
shall be fixed by the Board of Directors, at such times as
shall be determined by the Board of Directors.
SECTION 6. Special Meetings. Special meetings of the Board Amendment
of Directors may be called by the Chairman of the Board or the authorized
President, on two days' notice to each director, personally, by March 6, 1985,
mail or by telegram, and shall be called by the Secretary in effective May
like manner and on like notice on the written request of a 13, 1985.
majority of the entire Board of Directors. Special meetings of
the Board of Directors shall be held at the place and time
designated in the notice of meeting.
SECTION 7. Quorum. At all meetings of the Board of
Directors at least fifty per cent of the directors then in
office shall be necessary and sufficient to constitute a quorum
for the transaction of business, and the vote of a majority of
the directors present at any meeting at which a quorum is
present shall be the act of the Board of Directors, except as
may be otherwise specifically provided by the General
Corporation Law of the State of Delaware, by the Restated
Certificate of Incorporation or by these By-Laws.
SECTION 8. Newly Created Directorships and Vacancies. Amendment
Except as otherwise fixed pursuant to the provisions of Article authorized
FOURTH of the Restated Certificate of Incorporation relating to March 6, 1985,
the rights of the holders of any class or series of stock effective May
having a preference over the Common Stock as to dividends or 13, 1985.
upon liquidation to elect
5
directors under specified circumstances, newly created
directorships resulting from any increase in the number of
directors and any vacancies on the Board of Directors resulting
from death, resignation, disqualification, removal or other
cause shall be filled solely by the affirmative vote of a
majority of the remaining directors then in office, even though
less than a quorum of the Board of Directors. Any director
elected in accordance with the preceding sentence shall hold
office for the remainder of the full term of the class of
directors in which the new directorship was created or the
vacancy occurred and until such director's successor shall have
been elected and qualified. No decrease in the number of
directors constituting the Board of Directors shall shorten the
term of any incumbent director.
SECTION 9. Removal. Subject to the rights of any class or Amendment
series of stock having a preference over the Common Stock as to authorized
dividends or upon liquidation to elect directors under March 6, 1985,
specified circumstances, any director may be removed from effective May
office, with or without cause, but only by the affirmative vote 13, 1985.
of the holders of least 80% of the combined voting power of the
then outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors, voting
together as a single class.
SECTION 10. Action Without Meeting. The provisions of Redesignation
these By-Laws covering notices and meetings to the contrary as Section 10
notwithstanding, any action required or permitted to be taken authorized
at any meeting of the Board of Directors or of any committee March 6, 1985,
thereof may be taken without a meeting if all members of the effective May
Board of Directors or of such committee, as the case may be, 13, 1985.
consent thereto in writing, and the writing or writings are (previously
filed with the minutes of proceedings of the Board of Section 9)
Directors or committee.
ARTICLE V.
COMMITTEES
The Board of Directors, by resolution passed by a
majority of the whole Board of Directors, may designate one or
more committees, each committee to consist of two or more of
the directors of the Corporation. Each such committee, to the
extent provided in these By-Laws or as authorized by the Board
of Directors, shall have and may exercise the powers of the
Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it.
Each such committee shall keep a record of its
proceedings and all actions of each such committee shall be
reported to the Board of Directors at the meeting thereof next
succeeding the taking of such action.
Each such committee shall fix its own rules of procedure,
but the presence of at least fifty per cent of the members of
the whole committee shall in each case be necessary to
constitute a quorum of the committee and the affirmative vote
of a majority of the members of the committee present at the
meeting shall be necessary to take any action. In the absence
of a member of any such committee, the member or members
thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to
act at the meeting in the place of any such absent or
disqualified person.
6
ARTICLE VI.
OFFICERS
SECTION 1. Titles. The officers of the Corporation shall Amendment
a Chairman of the Board, a Chairman of the be Executive authorized and
Committee, a President, one or more Vice Presidents (one or effective
more of whom maybe designated Senior Executive Vice President, January 8,
Executive Vice President, Group Vice President or Senior Vice 1986,
President), a Secretary, a Controller, an Auditor and a (supercedes
Treasurer. amendments of
January 9,
1980)
SECTION 2. Election. The Board of Directors at its first Amendment
meeting after each annual meeting of stockholders shall elect authorized and
the Chairman of the Board, the Chairman of the Executive effective
Committee and the President from their own number, and in January 8,
addition shall elect one or more Vice Presidents (one or more 1986,
of whom may be designated as Senior Executive Vice President, (supercedes
Executive Vice President, Group Vice President or Senior Vice amendments of
President), the Secretary, the Controller, the Auditor and the January 9,
Treasurer, who need not be members of the Board of Directors. 1980)
SECTION 3. Other Officers. The Board of Directors may
appoint one or more Assistant Secretaries, one or more
Assistant Controllers, one of more Assistant Auditors and one
or more Assistant Treasurers, and such other officers and
agents as it shall deem necessary, who shall hold their offices
for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board of
Directors.
SECTION 4. Salaries. The salaries of the elected officers
of the Corporation shall be fixed by the Board of Directors.
The salaries, wages of compensation of all other employees,
representatives and agents of the Corporation shall be fixed by
the Board of Directors to the extent determined from time to
time by the Board of Directors and otherwise in the manner
determined by the Chairman of the Board.
SECTION 5. Terms of Office. The officers of the
Corporation shall hold office until their successors are chosen
and qualified. Any officer elected or appointed by the Board of
Directors my be removed at any time by the affirmative vote of
a majority of the whole Board of Directors. If the office of
any officer shall become vacant for any reason, the vacancy
shall be filled by the Board of Directors.
SECTION 6. Other Powers. In addition to the powers and
duties hereinafter specifically prescribed for the respective
officers, the Board of Directors may from time to time impose
or confer upon any of the officers such additional duties and
powers as the Board of Directors may see fit, and the Board of
Directors may from time to time impose or confer any or all of
the duties and powers hereinafter specifically prescribed for
any officer upon any other officer or officers.
SECTION 7. Divisions and Division Officers. The Board of Amendment
Directors may from time to time establish one or more operating authorized and
or administrative divisions of the Corporation and assign to effective May
such divisions responsibilities for such of the Corporation's 1, 2002
business, operations and affairs as the Board may determine.
The Board of Directors, or the Chairman of the Board, the
President, or any other officer of the Corporation so
authorized by the Board, may appoint officers of a division for
such terms and having such titles, exercising such powers and
performing such duties as the Board or such
7
appointing officer of the Corporation may determine. An officer
of a division shall not as such be an officer of the
Corporation. An officer of a division shall have the power to
execute and deliver contracts and other documents relating to
the business, operations and affairs of such officer's division
on behalf of the Corporation, but shall not have such power
with respect to any other division of the Corporation. An
officer of a division may be removed with or without cause by
the Board of Directors or by the Chairman of the Board, the
President or any other officer of the Corporation then
authorized by the Board to appoint officers of a division.
ARTICLE VII.
DUTIES OF OFFICERS
SECTION 1. Chairman of the Board. The Chairman of the Amendment
Board shall be the chief executive officer of the Corporation; authorized and
he shall preside at meetings of the stockholders and the Board effective
of Directors; he shall, subject to control by the Board of December 2,
Directors, have full power and complete authority in the 1970.
management of the business and affairs of the Corporation and
shall see that all orders and resolutions of the Board of
Directors and of all committees thereof are carried into
effect. The Chairman of the Board shall perform the duties of
the Chairman of the Executive Committee in his absence or
inability to act.
SECTION 2. Chairman of the Executive Committee. The Amendment
Chairman of the Executive Committee of the Board of Directors authorized
of the Corporation shall preside at meetings of said Executive August 2,
Committee. No action of the Executive Committee shall be valid 1972,
unless the Chairman of the Executive Committee or, in his effective
absence or inability to act, the Chairman of the Board shall September 1,
concur therein. The Chairman of the Executive Committee, 1972,
subject to control by the Board of Directors, shall (a) have (supercedes
responsibility for the capital expenditure budget, (b) review amendment of
and ratify operating expense budgets, (c) review financial December 2,
affairs of the Corporation, including the status of capital 1970)
expenditure and operating expense budgets, and (d) report his
findings, together with his recommendations, to the Board of
Directors of the Corporation. He shall perform such other
duties as may be prescribed from time to time by the Board of
Directors or by these By-Laws.
SECTION 3. Chairman of the Finance Committee. The Amendment
Chairman of the Finance Committee shall preside at meetings authorized and
of the Finance Committee. No action of the Finance Committee effective May
shall be valid unless the Chairman of the Finance Committee 8, 1980.
shall concur therein. The Chairman of the Finance Committee
shall perform such other duties as may be prescribed from time
to time by the Board of Directors or by these By-Laws.
SECTION 4. President. The President shall perform such Amendment
duties as may be assigned to him from time to time by the Board authorized and
of Directors or the Chairman of the Board. The President shall effective
perform the duties of the Chairman of the Board in his absence January 9,
or inability to act. 1980.
SECTION 5. Senior Vice Executive Presidents and Executive Amendment
Vice Presidents. The Senior Executive Vice Presidents and the authorized and
Executive Vice Presidents shall perform such duties as may be effective
assigned to them from time to time by the Board of Directors or January 8,
the Chairman of the Board. 1986.
8
SECTION 6. Vice Presidents. The Vice Presidents Amendment
(including Group Vice Presidents and Senior Vice Presidents) authorized and
shall perform such duties as may be assigned to them from time effective
to time by the Board of Directors or the Chairman of the Board. August 2,
1972.
SECTION 7. Secretary. The Secretary shall attend and keep
the minutes and records of all meetings of the stockholders and
of the Board of Directors. He shall give or cause to be given
notice of all meetings of stockholders and of the Board of
Directors. He shall keep in safe custody the seal of the
Corporation. He shall have power when required to affix the
seal to any instrument, and when so affixed the seal shall be
attested by the signature of the Secretary or such other
officer or agents as may be designated by the Board of
Directors. The Secretary shall perform such other duties as may
be prescribed by the Board of Directors or the Chairman of the
Board.
SECTION 8. Assistant Corporate Secretaries and Assistant Amendment
Secretaries. The Assistant Corporate Secretary or Assistant authorized and
Corporate Secretaries and the Assistant Secretary or Assistant effective
Secretaries shall perform such of the duties of the Secretary November 4,
and such other duties as may be assigned from time to time by 1981.
the Board of Directors, the Chairman of the Board or the
Secretary.
SECTION 9. Treasurer. The Treasurer shall have general
charge of the corporate funds and securities and shall keep or
cause to be kept full and accurate accounts of receipts and
disbursements in books belonging to the Corporation, and shall
deposit or cause to be deposited all moneys and other valuable
effects in the name and to the credit of the Corporation, in
such depositories as may be designated pursuant to these
By-Laws or by the Board of Directors. He shall see that proper
vouchers are taken for all disbursements, and shall render to
the Chairman of the Board and the Board of Directors, whenever
required, and account of all transactions of his office. He
shall perform such other duties as may be prescribed by the
Board of Directors or the Chairman of the Board.
He shall give the Corporation a bond if required by the
Board of Directors, in a sum and with one or more sureties
satisfactory to the Board of Directors, for the faithful
performance of the duties of his office and for the restoration
to the Corporation, in case of his death, resignation,
retirement, or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his
possession or under his control belonging to the Corporation.
SECTION 10. Assistant Treasurers. The Assistant Treasurer
or Assistant Treasurers shall perform such of the duties of the
Treasurer and such other duties as may be assigned to him or
them from time to time by the Board of Directors, the Chairman
of the Board or the Treasurer.
SECTION 11. Controller. The Controller shall be the chief
accounting officer of the Corporation and shall be in charge
of, and shall be responsible for, accounting and accounting
methods, budgets and preparation of statistics to assist in
executive control of the Corporation. He shall prepare such
financial statements and reports and perform such other duties
as may be prescribed by the Board of Directors or the Chairman
of the Board.
9
SECTION 12. Assistant Controllers. The Assistant
Controller or Assistant Controllers shall perform such of the
duties of the Controller and such other duties as may be
assigned to him or them from time to time by the Board of
Directors, the Chairman of the Board or the Controller.
SECTION 13. Auditor. The Auditor shall review the
accounting, financial, and related operations and shall be
responsible for measuring the effectiveness of controls. He
shall appraise procedures, verify the extent of compliance with
controls, prevent and detect fraud or dishonesty, and perform
such other duties as may be prescribed by the Board of
Directors or the Chairman of the Board.
SECTION 14. Assistant Auditors. The Assistant Auditor or
Assistant Auditors shall perform such of the duties of the
Auditor and such other duties as may be assigned to him or them
by the Board of Directors, the Chairman of the Board or the
Auditor.
ARTICLE VIII.
INDEMNIFICATION
Every person who is or was a director, officer or
employee of the Corporation, or of any other corporation which
he serves or served as such at the request of the Corporation,
shall, in accordance with this Article VIII but not if
prohibited by law, be indemnified by the Corporation as
hereinafter provide against reasonable expense and any
liability paid or incurred by him in connection with or
resulting from any threatened or actual claim, action, suit or
proceeding (whether brought by or in the right of the
Corporation or such other corporation or otherwise), civil,
criminal, administrative or investigative, in which he may be
involved, as a party or otherwise, by reason of his being or
having been a director, officer or employee of the Corporation
or such other corporation, or by reason of any action taken or
not taken in his capacity as such director, officer or
employee, whether or not he continues to be such at the time
such expense or liability shall have been paid or incurred.
As used in this Article VIII, the term "expense" shall
mean counsel fees and disbursements and all other expenses
(except any liability) relating to any such claim, action, suit
or proceeding, and the term "liability" shall mean amounts of
judgments, fines or penalties against, and amounts paid in
settlement by, a director, officer or employee with respect to
any such claim, action, suit or proceeding.
Any person referred to in the first paragraph of this
Article VIII who has been wholly successful, on the merits or
otherwise, with respect to any claim, action, suit or
proceeding of the character described in such first paragraph
shall be reimbursed by the Corporation for his reasonable
expense.
Any other person claiming indemnification under the first
paragraph of this Article VIII shall be reimbursed by the
Corporation for his reasonable expense and for any liability
(other than any amount paid to the Corporation) if a Referee
shall deliver to the Corporation his written finding that such
person acted in good faith in what the reasonably believed to
be the best interests of the Corporation, and, in addition,
with respect to any criminal action or proceeding, reasonably
believed that his conduct was lawful. The termination of any
claim, action, suit or proceeding of the character described in
the first paragraph of this Article VIII, by judgment,
settlement (whether
10
with or without court approval), adverse decision or conviction
after trial or upon a plea of guilty or of nolo contendere, or
its equivalent, shall not create a presumption that a director,
officer or employee did not meet the foregoing standards of
conduct. The person claiming indemnification shall at the
request of the Referee appear before him and answer questions
which the Referee deems relevant and shall be given ample
opportunity to present to the Referee evidence upon which he
relies for indemnification; and the Corporation shall, at the
request of the Referee, make available to the Referee facts,
opinions or other evidence in any way relevant for his finding
which are within the possession or control of the Corporation.
As used in this Article VIII, the term "Referee" shall mean
independent legal counsel (who may be regular counsel of the
Corporation), or other disinterested person or persons,
selected by the Board of Directors of the Corporation (whether
or not a disinterested quorum exists) to act as such hereunder.
Any expense incurred with respect to any claim, action,
suit or proceeding of the character described in the first
paragraph of this Article VIII may be advanced by the
Corporation prior to the final disposition thereof upon receipt
of an undertaking made by or on behalf of the recipient to
repay such advance if it is ultimately determined that he is
not to be indemnified under this Article VIII or, if it is
ultimately determined that he is to be indemnified under this
Article VIII, to the extent that the advance exceeds the amount
of the indemnification.
If any clause or provision of this Article VIII shall for
any reason be determined to be invalid, the provisions hereof
shall not otherwise be affected thereby but shall remain in
full force and effect.
The rights of indemnification provided in this Article
VIII shall be in addition to any rights to which any such
director, officer or employee may otherwise be entitled by
contract or as a matter of law and, in the event of such
person's death, such rights shall extend to his heirs and legal
representatives.
ARTICLE IX.
CERTIFICATES OF STOCK
SECTION 1. Form. Every holder of stock in the Corporation
shall be entitled to have a certificate signed by, or in the
name of the Corporation by, the Chairman of the Board, or the
Chairman of the Executive Committee, or the President, or a
Vice President, and the Treasurer or an Assistant Treasurer, or
the Secretary or an Assistant Secretary of the Corporation
certifying the number of shares owned by him in the
Corporation. If such certificate is countersigned (1) by a
transfer agent other than the Corporation or its employee, or
(2) by a registrar other than the Corporation or its employee,
the signatures of the officers of the Corporation may be
facsimiles. 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.
11
SECTION 2. Transfer. Upon surrender to the Corporation or
the transfer agent of the Corporation of a certificate for
shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the
person entitled thereto, cancel the old certificate and record
the transaction upon its books.
SECTION 3. Fixing Date for Determination of Stockholders Amendment
of Record. In order that the Corporation may determine the authorized
Stockholders entitled to notice of or to vote at any meeting of March 6, 1985,
stockholders or at any adjournment thereof, or entitled to effective May
receive payment of any dividend or distribution or allotment of 13, 1985.
any rights, or entitled to exercise any rights in respect of
any change, conversion or exchange of stock or for the purpose
of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty nor
less than ten days before the date of such meeting, nor more
than sixty days prior to any other action.
SECTION 4. Holder of Record. The Corporation shall be
entitled to treat the holder of record of any share or shares
of stock as the holder in fact thereof and accordingly shall
not be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person, whether
or not it shall have express or other notice thereof, save as
expressly provided by the General Corporation Law of the State
of Delaware.
SECTION 5. Lost, Stolen or Destroyed Certificates. Any
person claiming a certificate of stock to be lost, stolen or
destroyed shall make an affidavit or affirmation of that fact
and advertise the same in such manner as the Corporation may
require and shall, if the Corporation so requires, give the
Corporation a bond of indemnity, in form and with one or more
sureties satisfactory to the Corporation and in an amount
deemed by the Corporation sufficient to indemnify the
Corporation, whereupon a new certificate may be issued of the
same tenor and for the same number of shares as the one alleged
to be lost, stolen or destroyed.
ARTICLE X.
NOTICES
SECTION 1. Notice by Mail. Whenever under the provisions
of the General Corporation Law of the State of Delaware, or of
the Restated Certificate of Incorporation or of these By-Laws
notice is required to be given to any director or stockholder,
such notice may be given in writing by mail, addressed to such
director or stockholder at his address as it appears on the
records of the Corporation by depositing the same in a post
office or letter box, post prepaid and such notice shall be
deemed to be given at the time when the same shall be thus
mailed.
12
SECTION 2. Waiver of Notice. Any notice required to be
given under these By-Laws, the Restated Certificate of
Incorporation, or the General Corporation Law of the State of
Delaware, may be waived in writing, signed by the person or
persons entitled to said notice, whether before or after the
time stated therein, and such written waiver shall be deemed
equivalent to notice. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the
stockholders or of the Board of Directors (or committees
thereof) need be specified in any written waiver of notice.
ARTICLE XI.
INSPECTION OF BOOKS
The Board of Directors shall determine from time to time
whether and, if allowed, when and under what conditions and
regulations the accounts and books of the Corporation (except
such as may by statute be specifically open to inspection) or
any of them shall be open to the inspection of the
stockholders, and the stockholder's rights in this respect are
and shall be restricted and limited accordingly.
ARTICLE XII.
CHECK AND NOTES
The moneys of the Corporation shall be deposited in the
name of the Corporation in such bank or banks as the Chairman
of the Board, the Chairman of the Executive Committee, the
President or a Vice President and the Treasurer or an Assistant
Treasurer of the Corporation may from time to time designate,
and all checks, notes, drafts and bills of exchange of the
Corporation shall be signed by such officers or agents as the
Chairman of the Board, the Chairman of the Executive Committee,
the President or a Vice President, and the Treasurer or an
Assistant Treasurer of the Corporation may from time to time
designate.
ARTICLE XIII.
FISCAL YEAR
The fiscal year shall begin the first day of January in
each year.
ARTICLE XIV.
AMENDMENTS TO THE BY-LAWS
SECTION 1. By the Stockholders. Subject to the provisions Amendment
of the Restated Certificate of Incorporation, these By-Laws may authorized
be altered, amended or repealed, or new By-Laws enacted, at any March 6, 1985,
special meeting of the stockholders if duly called for that effective May
purpose (provided that in the notice of such special meeting, 13, 1985.
notice of such purpose shall be given), or at any annual
meeting, by the affirmative vote of a majority of the stock
represented and entitled to vote thereat.
SECTION 2. By the Board of Directors. Subject to the laws Amendment
of the State of Delaware, the Restated Certificate of authorized
Incorporation and these By-Laws, these By-Laws may also be March 6, 1985,
altered, amended or repealed, or new By-Laws enacted, by the effective May
Board of Directors at any meeting of the Board of Directors. 13, 1985.
