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BY-LAWS
OF
AMERICAN HOME PRODUCTS CORPORATION
AS AMENDED THROUGH JULY 20, 2000
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BY-LAWS
of
AMERICAN HOME PRODUCTS CORPORATION
* * * * * * * * * * * * * * * * * * * * * *
STOCKHOLDERS MEETINGS
1. Annual Meeting. An annual meeting of stockholders for election of directors
and transaction of other business properly before the meeting shall be held on
the fourth Wednesday of April in each year, or on such other date and at such
time as the Board of Directors may designate. Any business properly brought
before an annual meeting of stockholders may be transacted at such meeting. To
be properly brought before an annual meeting, business must be (i) specified in
the written notice of the meeting (or any supplement thereto) given by or at the
direction of the Board of Directors, (ii) otherwise brought before the meeting
by or at the direction of the Board of Directors, or (iii) otherwise properly
brought before the meeting by a stockholder. For matters to be properly brought
before an annual meeting by a stockholder (other than nominations for the
election of directors), the stockholder must give written notice of the proposed
mater, either by personal delivery or by United States mail, postage prepaid, to
the Secretary of the corporation, not later than ninety days prior to the
anniversary date of the immediately preceding annual meeting or not later than
ten days after notice or public disclosure of the date of the annual meeting
shall be given or made to stockholders, whichever date shall be earlier. Any
such notice shall set forth as to each item of business the stockholder shall
propose to bring before the meeting (i) the name and address of the stockholder
proposing such item of business, (ii) a description of such item of business and
the reasons for conducting it at such meeting and, in the event that such item
of business shall include a proposal to amend either the Certificate of
Incorporation or these by-laws, the text of the proposed amendment, (iii) 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 propose such item of business and (iv) any material
interest of the stockholder in such item of business. Only matters which shall
have been properly brought before an annual meeting of stockholders in
accordance with these by-laws shall be conducted at such meeting, and the
presiding officer may refuse to permit any matters to be brought before such
meeting which shall not have been properly brought before it in accordance with
the foregoing procedure.
2. Special Meetings. Except as provided in paragraph VII (g) (v) of Article
FOURTH of the Certificate of Incorporation respecting rights of holders of
Preferred Stock to call meetings of such holders in certain dividend default
situations, special meetings of stockholders, unless otherwise provided by law,
may be called by the Chairman or Vice Chairman of the Board of Directors or the
President or by the Secretary on the written request of a majority of all the
directors, such request to state the purpose of the proposed meeting, which
meeting shall thereupon be called by the Secretary. Business at special meetings
shall be confined to the matters stated in the notice.
3. Notice. Written notice of each meeting of stockholders shall be mailed, not
less than ten days prior to the meeting, to each stockholder entitled to vote at
such address as appears on the stock books of the corporation. The notice shall
specify the time and place of the meeting and, as to special meetings, the
matter or matters to be acted upon at such meeting.
4. Place. Meetings of stockholders shall be held at the office of the
corporation in Wilmington, Delaware, or at such other place, within or without
the State of Delaware, as the Board of Directors may designate.
5. Quorum. Except as provided in paragraph VII (g) (v) of Article FOURTH of the
Certificate of Incorporation respecting meetings of stockholders during certain
dividend default situations, at which meetings holders of Preferred Stock have
special voting rights, the holders of a majority of the outstanding stock having
voting power, present in person or by proxy, shall constitute a quorum at all
meetings of stockholders for the transaction of business unless otherwise
provided by law. Except as provided in such paragraph VII (g) (v) of Article
FOURTH of the Certificate of Incorporation, if a quorum shall not be present at
any meeting of stockholders, the stockholders entitled to vote, present in
person or by proxy, may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present; and at
such adjourned meeting at which a quorum shall be present any business may be
transacted which might have been transacted at the meeting originally called.
6. Voting; Proxies. At each meeting of stockholders every stockholder entitled
to vote may vote in person or by proxy appointed by an instrument in writing
subscribed by such stockholder or his duly appointed attorney-in-fact or in any
other manner prescribed by the General Corporation Law of the State of Delaware.
Except as provided in paragraphs VII (g) (i) and VII (g) (v) of Article FOURTH
of the Certificate of Incorporation respecting holders of Preferred Stock voting
in certain situations, each holder of Common Stock shall have one vote and each
holder of Preferred Stock shall have thirty-six (36) votes on each matter
submitted to a vote at a meeting of stockholders for each share of,
respectively, Common and Preferred Stock having voting power, registered in his
name on the stock books of the corporation. The vote for directors and, upon the
demand of any stockholder, the vote upon any other matter before the meeting,
shall be by ballot. Elections shall be decided by a plurality of the votes cast
and other matters shall be decided by a majority of the votes cast on such
matters.
BOARD OF DIRECTORS
7. Powers; Number; Election; Term; Vacancies. The property and business of the
corporation shall be managed by its Board of Directors, which shall be not less
than eight nor more than fifteen in number as determined from time to time by
the Board, except as provided in paragraph VII (g) (ii) of Article FOURTH of the
Certificate of Incorporation respecting additional directors in certain dividend
default situations. Directors shall be elected at the annual meeting of
stockholders and each director shall continue in office until his successor
shall be elected or until his earlier removal or resignation. Except as provided
in paragraph VII (g) (ii) of Article FOURTH of the Certificate of Incorporation
respecting additional directors in certain dividend default situations,
nominations for the election of directors may be made by the Board of Directors
or a committee appointed by the Board of Directors or by any stockholder
entitled to vote in the election of directors generally. However, any
stockholder entitled to vote in the election of directors generally may nominate
one or more persons for election as directors 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; 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.
Except as provided in Paragraph VII (g) (v) of Article FOURTH of the Certificate
of Incorporation respecting the additional directors in certain dividend default
situations, vacancies in the membership of the Board, whether or not caused by
an increase in the number of directors, will 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 only until the next succeeding annual
meeting of stockholders.
8. Regular Meetings. Regular meetings of the Board may be held without notice at
such time and place as the Board shall from time to time determine.
9. Special Meetings. Special Meetings of the Board may be called by direction of
the Chairman, the Vice Chairman, the President or two directors on two days
notice to each director specifying the time and place of meeting.
10. Quorum; Voting. At all meetings of the Board a majority of all the directors
then in office, or if the number of directors is then an even number, one-half
such number shall constitute a quorum for the transaction of business and the
act of a majority of the directors present at any meeting at which there is a
quorum shall be the act of the Board unless otherwise provided by law, the
Certificate of Incorporation or these by-laws.
11. Compensation. Directors shall be paid such fees for their services as
directors and for attending meetings of the Board and committees appointed
thereby as shall be determined from time to time by the Board. The Board may
also provide for compensation to a director for expenses he may incur in
attending such meetings. Nothing herein shall be construed to preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.
12. Residual Powers of Board. In addition to the powers conferred by these
by-laws upon the Board, the Board may exercise all such powers of the
corporation and do all such lawful acts and things as are not by law, the
Certificate of Incorporation or these by-laws directed or required to be
exercised or done by the stockholders. Nothing contained in these by-laws shall
restrict the Board or any committee thereof from taking any action in any manner
permitted by law, including unanimous written consent and conference
communication by means of telephone or similar communications equipment by which
all persons participating in the meeting can hear each other, and participation
in a meeting pursuant to this by-law shall constitute presence in person at such
meeting.
EXECUTIVE COMMITTEE
13. Appointment. The Board may by vote of a majority of all the directors
appoint three or more members to constitute an Executive Committee which shall
serve at the pleasure of the Board. Vacancies in the membership of the Executive
Committee shall be filled by the Board by vote of a majority of all the
directors.
14. Duties and Powers. During the intervals between meetings of the Board, the
Executive Committee shall perform all the duties and exercise all the powers of
the Board in the management of the property and business of the corporation
except such duties and powers as are by law, the Certificate of Incorporation or
these by-laws directed or required to be performed or exercised specifically by
the Board as such or by any proportion thereof. The Chairman of the Executive
Committee shall assist the Chairman of the Board, shall perform such of the
duties and exercise such of the powers of the Chairman as the latter may
delegate to him and shall, in the absence or disability of the President,
perform the duties and exercise the powers of the President. He shall perform
such other duties and exercise such other powers as the Board or the Chairman
shall from time to time prescribe.
15. Meetings. The Executive Committee may meet at stated times without notice,
or on two days notice to all by one of its members.
16. Quorum; Voting. A majority of the Executive Committee shall constitute a
quorum for the transaction of business and the act of a majority of those
present at any meeting at which there is a quorum shall be the act of the
Committee.
17. Minutes. The Executive Committee shall keep regular minutes of its
proceedings and report its actions to the Board when it so requests.
FINANCE COMMITTEE
18. Appointment. The Board may appoint three or more directors, officers or
employees of the corporation or its subsidiaries to constitute a Finance
Committee which shall serve at the pleasure of the Board. Vacancies in the
membership of the Finance Committee shall be filled by the Board.
19. Duties and Powers. The Finance Committee shall supervise the financial
affairs, budgets and procedures of the corporation and its subsidiaries and
shall fix the salaries of officers and employees of the corporation and its
subsidiaries, except such thereof as may be fixed by the Board or any other
committee appointed by it for such purpose.
20. Meetings. The Finance Committee may meet at stated times without notice, or
on notice to all by the Chairman or Vice-Chairman of the Board, the President,
an Executive Vice President or a Senior Vice President.
21. Quorum; Voting. A majority of the Finance Committee shall constitute a
quorum for the transaction of business and the act of a majority of those
present at any meeting at which there is a quorum shall be the act of the
Committee.
22 Minutes. The Finance Committee shall keep regular minutes of its proceedings
and make copies thereof available to the Board at its meetings.
AUDIT COMMITTEE
23. Appointment. The Board shall appoint three or more directors of the
Corporation, none of whom is presently employed by the Corporation or any of its
subsidiaries, to constitute an Audit Committee, which shall serve at the
pleasure of the Board. Vacancies in the membership of the Audit Committee shall
be filled by the Board.
24. Duties and Powers. The Audit Committee shall recommend a firm of independent
public accountants to be engaged as the principal auditor for each year's annual
audit on behalf of the Corporation subject to the approval of the Board of
Directors and ratification by the stockholders. The Audit Committee shall
discuss with the auditors the scope and results of the audit and shall report to
the Board of Directors thereon. The Audit Committee shall undertake such other
financial reviews as the Board deems appropriate.
25. Meetings. The Audit Committee may meet at stated times without notice, or on
notice to all by the Chairman or Vice Chairman of the Board, the President, an
Executive Vice President or a Senior Vice President, or by one of the members of
the Audit Committee.
26. Quorum; Voting. A majority of the Audit Committee shall constitute a quorum
for the transaction of business and the act of a majority of those present at
any meeting at which there is a quorum shall be the act of the Committee.
27. Minutes. The Audit Committee shall keep regular minutes of its proceedings
and make copies thereof available to the Board at its meetings.
OTHER COMMITTEES
28. Appointment. The Board may from time to time appoint further standing or
special committees of directors, officers or employees of the corporation or its
subsidiaries to serve at the pleasure of the Board and confer upon such
committees such powers and duties as the Board may deem expedient within the
limits permitted by law.
29. Organization and Operation. Unless otherwise provided in the resolutions
appointing any such committee and determining its powers and duties, the
committee may establish procedures for calling and conducting meetings, provided
that no less than a majority of its members shall constitute a quorum for the
transaction of business and the act of no less than a majority of those present
at a meeting at which there is a quorum shall be the act of the committee, and
the committee shall keep regular minutes of its proceedings and report its
actions to the Board when it so requests.
OFFICERS
30. Principal Officers. The principal officers shall be chosen annually by the
Board and shall be a Chairman of the Board of Directors, a President, one or
more Vice Presidents, a Secretary, a Treasurer and a Comptroller and, in the
discretion of the Board, a Vice Chairman of the Board of Directors, one or more
Executive Vice Presidents and one or more Senior Vice Presidents. The Chairman
or Vice Chairman and President may be the same person; the Secretary and
Treasurer may be the same person and Executive Vice President, Senior Vice
President or Vice President may hold at the same time the office of Secretary,
Treasurer or Comptroller. The Chairman and Vice Chairman, if any, and the
President shall be chosen from the members of the Board; the other principal
officers need not be directors.
31. Other Officers. The Board may choose such other officers and agents as it
shall deem necessary, who shall hold their offices for such terms and shall
perform such duties and exercise such powers as are delegated to them pursuant
to these by-laws or as the Board shall from time to time prescribe.
32. Salaries. The salaries of all principal officers shall be fixed by the
Board.
33. Term of Office; Removal. Each officer shall hold office until his successor
is chosen or until his earlier removal or resignation. The Board may remove any
officer or agent provided that removal of a principal officer be by vote of a
majority of all the directors.
34. Vacancies. Vacancies in any office may be filled by the Board.
35. Chairman. The Chairman of the Board of Directors shall preside at all
meetings of stockholders and of the Board. He shall be ex-officio a member of
all standing committees appointed by the Board, shall be the chief executive
officer of the corporation, shall have all powers and perform all duties
incident to such chief executive office and, subject to the direction of the
Board, shall have general and active supervision of the property and business of
the corporation. He shall be the officer through whom the Board delegates
authority to corporate management and he shall be the medium of communication to
the Board of information as to the affairs of the corporation and of all matters
presented for the Board's consideration. He shall be responsible to see that all
orders and resolutions of the Board are carried into effect by the proper
officers.
36. Vice Chairman. The Vice Chairman of the Board of Directors shall assist the
Chairman of the Board, shall perform such of the duties and exercise such of the
powers of the Chairman as the latter may delegate to him and shall, in the
absence or disability of the Chairman, perform the duties and exercise the
powers of the Chairman. He shall perform such other duties and exercise such
other powers as the Board or the Chairman shall from time to time prescribe.
37. President. The President shall assist the Chairman and Vice Chairman of the
Board, shall perform such of the duties and exercise such of the powers of the
Chairman as the latter may delegate to him and shall, in the absence or
disability of the Vice Chairman, perform the duties and exercise the powers of
the Vice Chairman. He shall perform such other duties and exercise such other
powers as the Board, the Chairman or the Vice Chairman shall from time to time
prescribe.
38. Executive Vice Presidents. Each Executive Vice President shall serve in a
general executive capacity, more particularly as general assistant to the
President. In the absence or disability of the President, and in the event the
Chairman of the Executive Committee is absent or disabled, an Executive Vice
President shall, in the order of seniority in that office, perform the duties
and exercise the powers of the President. Executive Vice Presidents shall
perform such other duties and exercise such other powers as the Board, the
Chairman, the Vice Chairman or the President shall from time to time prescribe.
39. Senior Vice Presidents. Each Senior Vice President shall serve in a general
executive capacity, more particularly as general assistant to the President or
to one or more Executive Vice Presidents. In the absence or disability of the
President, and in the event the Chairman of the Executive Committee and all
Executive Vice Presidents are absent or disabled, a Senior Vice President shall,
in the order of seniority in that office, perform the duties and exercise the
powers of the President. Senior Vice Presidents shall perform such other duties
and exercise such other powers as the Board, the Chairman, the Vice Chairman or
the President shall from time to time prescribe.
40. Vice Presidents. In the absence or disability of the Executive Vice
Presidents and Senior Vice Presidents, a Vice President shall, in the order of
seniority in that office, perform the duties and exercise the powers of the
Executive Vice Presidents and Senior Vice Presidents. Vice Presidents shall
perform such other duties and exercise such other powers as the Board, the
Chairman, the Vice Chairman or the President shall from time to time prescribe.
41. Principal Financial Officer. The Board may designate an Executive Vice
President, a Senior Vice President, a Vice President or the Treasurer as the
Principal Financial Officer of the corporation.
42. Secretary. The Secretary shall attend all meetings of stockholders and of
the Board and shall record the minutes of all proceedings of such meetings in
books to be kept for that purpose, and shall perform like duties for the
standing committees appointed by the Board unless the Board directs otherwise.
He shall have custody of the seal of the corporation and shall affix it or cause
it to be affixed to all instruments requiring it. He shall give or cause to be
given the notice required of all meetings of stockholders and of the Board. He
shall perform such other duties and exercise such other powers as the Board, the
Chairman, the Vice Chairman or the President shall from time to time prescribe.
43. Treasurer. The Treasurer shall have general charge of and responsibility for
the corporate funds and securities. He shall deposit or cause to be deposited in
the name of the corporation all moneys and other valuable effects of the
corporation in such depositories as may be designated in accordance with these
by-laws. He shall disburse the funds of the corporation as directed by the Board
or by any other principal officer, taking proper vouchers for such
disbursements. He shall advise upon all terms of credit granted by the
corporation. He shall render to the Board, when the Board so requests, an
accounting of all his transactions as Treasurer and of the financial condition
of the corporation. He shall perform such other duties and exercise such other
powers as the Board, the Chairman, the Vice Chairman or the President shall from
time to time prescribe.
44. Comptroller. The Comptroller shall have general supervision of the
accounting practices of the corporation and its subsidiaries and the preparation
of statements and other reports respecting financial aspects of the
corporation's or its subsidiaries' operations. He shall establish, through
appropriate channels, recording and reporting procedures and standards
pertaining to such matters. He shall be responsible for collection of all
corporation accounts. He shall perform such other duties and exercise such other
powers as the Board, the Chairman, the Vice Chairman or the President shall from
time to time prescribe.
45. Delegation of Officer's Duties by Board. In the absence or disability of any
principal officer, or for any other reason that the Board may deem sufficient,
the Board may by vote of a majority of all the directors delegate any or all of
the powers or duties of such officer to any other officer.
46. Delegation of Officer's Duties by Officer. Any principal officer may
delegate portions of his powers and duties to any assistant officer chosen by
the Board and acting under the principal officer's supervision.
INDEMNIFICATION OF
DIRECTORS, OFFICERS AND EMPLOYEES
47. Each person (and heirs and legal representatives of such person) who serves
or has served as a director, officer or employee of the corporation or of any
other corporation or entity when requested by this corporation, and of which
this corporation is or was a stockholder, a creditor or otherwise interested,
shall be indemnified by this corporation against all liability and reasonable
expense, including but not limited to counsel fees and disbursements and amounts
of judgments, fines or penalties, incurred by or imposed upon him in connection
with any claim, action, suit or proceeding, actual or threatened, whether civil,
criminal, administrative or investigative, and appeals in which he may become
involved as a party or otherwise by reason of acts or omissions in his capacity
as and while a director, officer or employee of this corporation or such other
corporation or entity, provided that such person is wholly successful with
respect thereto and unless the Board in its absolute discretion shall determine
that such person did not meet the standard of conduct required herein. The term
"wholly successful" shall mean termination of any claim, action, suit or
proceeding against such person without any finding of liability or guilt against
him and without any settlement by payment, promise or undertaking by or for such
person or the expiration of a reasonable period of time after the making of any
claim or threat without action, suit or proceeding having been brought and
without any settlement by payment, promise, or undertaking by or for such
person. The standard of conduct required shall be that such person acted in good
faith for a purpose which he reasonably believed to be in or not opposed to the
best interests of the corporation, and, in addition, in any criminal action or
proceeding, had no reasonable cause to believe that his conduct was unlawful.
Should indemnification be requested hereunder in respect to any claim, action,
suit or other proceeding where the person seeking indemnification has not been
wholly successful, such indemnification may be made only upon the prior
determination by a resolution of a majority of those members of the Board who
are not involved in the claim, action, suit or other proceeding, that such
person met the standards of conduct required herein, or, in the discretion of
the Board, upon the prior determination by non-employee legal counsel, in
written opinion, that such person has met such standards, and where a settlement
is involved, that the amount thereof is reasonable. Indemnification under this
by-law shall not include any amount payable by such person to the corporation or
entity in satisfaction of any judgment or settlement, or any amount payable on
account of profits realized by him in the purchase or sale of securities of the
corporation, and shall be reduced by the amount of any other indemnification or
reimbursement of such liability and expense to such person. The termination of
any claim, action, suit or other proceeding, by judgment, order, settlement
(whether with or without court approval) or conviction or upon a plea of guilty
or of nolo contendere, or its equivalent, shall not of itself create a
presumption that such person did not meet the standard of conduct required
herein. Expenses incurred which are subject to indemnification hereunder may be
advanced by the corporation prior to final disposition of the claim, action,
suit or other proceeding upon receipt of an undertaking acceptable to the
corporation by or on behalf of the recipient to repay such amount unless it
shall ultimately be determined that he is entitled to indemnification. The right
of indemnification herein provided shall be in addition to other rights to which
those to be indemnified may otherwise be entitled by agreement, vote of
stockholders, operation of law or otherwise, and shall be available whether or
not the claim asserted against such person is based upon matters which antedate
the adoption of this by-law. If any word, clause or provision of this by-law or
any indemnification made hereunder 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.
AUTHORITY TO ACT AND SIGN
48. Instrument Execution. Unless otherwise provided by law or by the Board, all
instruments to be executed on behalf of the corporation, whether or not
requiring the seal of the corporation, may be executed by the Chairman, the Vice
Chairman, the President, any Executive Vice President, any Senior Vice President
or any Vice President and attested by the Secretary or an Assistant Secretary.
49. Bank Accounts. Unless otherwise provided by the Board, any two of the
following officers: the Chairman, the Vice Chairman, the President, any
Executive Vice President, any Senior Vice President, any Vice President and the
Treasurer, may from time to time (1) open and maintain in the name of the
corporation, and terminate, general and special bank accounts for the funds of
the corporation with such banks, trust companies or other depositories as they
may designate and (2) designate, and revoke the designation of, the officers or
employees of the corporation who may sign, manually or by facsimile, checks,
drafts or orders on such bank accounts. Any such action, designation or
revocation shall be by written instrument, signed by the officers taking the
action or making or revoking the designation and filed with the bank, trust
company or other depository.
50. Voting of Stock in Other Corporations. Unless otherwise directed by the
Board, Chairman, the Vice Chairman, the President, any Executive Vice President,
any Senior Vice President, the Treasurer or the Secretary may, on behalf of the
corporation, attend, act and vote at any meeting of stockholders of any
corporation in which this corporation may hold stock and at any such meeting
shall possess and may exercise all rights of this corporation incident to
ownership of such stock or may give a proxy or proxies in the name of this
corporation to any other person or persons who may vote such stock and exercise
any and all other rights in regard to it as are here accorded to the officers
mentioned.
51. Sale and Transfer of Securities. Unless otherwise directed by the Board, any
two of the following officers: the Chairman, the Vice Chairman, the President,
any Executive Vice President, any Senior Vice President and the Treasurer may,
on behalf of the corporation, transfer, convert, endorse, sell, assign, set over
and deliver, or take action appropriate to the encumbrance by the corporation of
any bonds, shares of stock, warrants or other securities owned by or standing in
the name of the corporation, and may execute and deliver in the name of the
corporation all written instruments necessary or proper to implement the
authority herein contained. STOCK
52. Stock Certificate; Uncertificated Shares. The shares of the corporation
shall be represented by certificates, provided that the Board of Directors of
the corporation may provide by resolution or resolutions that some or all of any
or all classes or series of its stock shall be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate until such
certificate is surrendered to the corporation. Notwithstanding the adoption of
such a resolution by the Board of Directors, every holder of stock represented
by certificates and upon request every holder of uncertificated shares shall be
entitled to have a certificate signed by, or in the name of the corporation by
the Chairman or Vice Chairman of the Board of Directors, or the President or
Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary of such corporation representing the number of shares
registered in certificate form. Any or all of the signatures on the certificate
may be a facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he or she were such officer, transfer agent or registrar at the date of
issue.
53. Transfer. Transfer of stock shall be made on the books of the corporation
only upon surrender of the certificate therefor, endorsed by the person named in
the certificate or accompanied by proper written evidence of succession,
assignment or authority to transfer such stock or upon receipt of proper
transfer instructions from the owner of uncertificated shares. 54. Transfer
Agent and Registrar. The Board may appoint one or more Transfer Agents to record
transfers of shares of stock and to keep the stock certificate books, transfer
books and stock ledgers of the corporation. The Board may also appoint one or
more Registrars to register certificates of stock. The Board may require all
certificates of stock to bear the signatures of either or both a Transfer Agent
and a Registrar. Where any such certificate is manually signed by the Registrar,
the signature of any Transfer Agent may be facsimile engraved or printed.
55. Record Date. The Board may fix in advance a date, not less than ten nor more
than sixty days preceding the date of any ----------- meeting of stockholders or
the date for the payment of any dividend or the date for the allotment of rights
or the date when any change, conversion or exchange of stock shall go into
effect or the date in connection with obtaining consent of stockholders or any
class thereof for any purpose, as a record date for the determination of
stockholders entitled to notice of and to vote at any such meeting or to receive
payment of any such dividend or to receive any allotment of rights or to
exercise the rights or to give such consent, as the case may be, notwithstanding
any transfer of any stock on the books of the corporation after any such record
date fixed as aforesaid. The Board may direct that the stock books of the
corporation be closed against transfers during such period.
56. Registered Stockholders. The corporation shall be entitled to treat the
holder of record of any share 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, except as provided by law.
57. Lost Certificates. The Board may direct a new certificate of stock to be
issued in place of any certificate theretofore issued and claimed to have been
lost, stolen or destroyed, provided that any person claiming a certificate to be
lost, stolen or destroyed shall make an affidavit of ownership and of the facts
of such loss, theft or destruction and, if the Board so requires, shall
advertise the same, and provided further that the Board may require the owner of
the certificate claimed to be lost, stolen or destroyed, or his legal
representative, to deliver to the corporation for itself, its officers Transfer
Agents and Registrars, a bond of indemnity in such amount or unlimited in
amount, upon such terms and secured by such surety as the Board may require.
MISCELLANEOUS
58. Notices. Whenever under the provisions of these by-laws notice is required
to be given to any person other than in his capacity as stockholder, it may be
given by hand delivery, by telegram or by mail. Whenever under the provisions of
these by-laws notice is required to be given to any stockholder, it may be given
by mail, by depositing the same in the post office or a letter box, in a
post-paid, sealed envelope, addressed to such stockholder at such address as
appears on the stock books of the corporation, and such notice shall be deemed
to be given at the time when the same shall be thus mailed. Any person entitled
to notice under any provision of these by-laws may waive such notice.
59. Fiscal Year. The fiscal year of the corporation shall begin the first day of
January in each year.
60. Offices. The corporation may have an office in New York, New York, and at
such other places as the business of the corporation may require.
61. Seal. The corporate seal shall have inscribed thereon the name of the
corporation and the words "Corporate Seal, Delaware."
62. Amendments. These by-laws may be altered or repealed and new by-laws may be
adopted at any meeting of stockholders by the vote of the holders of a majority
of the outstanding stock having voting power, provided the notice of such
meeting includes the proposed alterations or repeal or the proposed new by-laws,
or a summary thereof, or the Board by vote of a majority of all the directors.
