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By Laws Stock Corporation
BY-LAWS
OF
_____________________, Inc.
ARTICLE I
SUBSCRIPTION, ISSUANCE AND TRANSFER OF SHARES
Section 1. Subscriptions - Subscribers to the capital stock of the corporation shall pay to the corporation
the subscription value or price of the stock in accordance with the terms and conditions prescribed by the
Board of Directors. Unpaid subscriptions shall not earn interest unless determined by the Board of
Directors.
Section 2. Certificate - Each stockholder shall be entitled to one or more certificates for such fully paid
stock subscription in his name in the books of the corporation. The certificates shall contain the mattersrequired by law and the Articles of Incorporation. They shall be in such form and design as may be
determined by the Board of Directors and numbered consecutively. The certificates, which must be
issued in consecutive order, shall bear the signature of the President, mutually countersigned by the
Secretary or Assistant Secretary, and sealed with the corporate seal.
Section 3. Transfer of Shares - Subject to the restrictions, terms and conditions contained in the Articles
of Incorporation, shares may be transferred, sold, ceded, assigned or pledged by delivery of the
certificates duly endorsed by the stockholder, his attorney-in-fact, or other legally authorized person. The
transfer shall be valid and binding on the corporation only upon record thereof in the books of the
corporation, cancellation of the certificate surrendered to the Secretary, and issuance of a new certificate
to the transferee.
No shares of stock against which the corporation holds unpaid claim shall be transferable in the books of
the corporation.
All certificates surrendered for transfer shall be stamped "Canceled"on the face thereof, together with the
date of cancellation, and attached to the corresponding stub with the certificate book.
Section 4. Lost Certificates - In case any certificate for the capital stock of the corporation is lost, stolen,
or destroyed, a new certificate may be issued in lieu thereof in accordance with the procedure prescribed
under Section 73 of the Corporation Code
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Regular Meetings - The regular meetings of stockholders, for the purpose of electing directors
and for the transaction of such business as may properly come before the meeting, shall be held at the
principal office on the _____________ of each year, if a legal holiday, then on the following day.
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Section 2. Special Meeting - The special meetings of stockholders, for any purpose or purposes, may at
any time be called by any of the following: (a) Board of Directors, at its own instance, or at the written
request of stockholders representing a majority of the outstanding capital stock, (b) President.
Section 3. Place of Meeting - Stockholders' meetings, whether regular or special, shall be held in the
principal office of the corporation or at any place designated by the Board of Directors in the city or
municipality where the principal office of the corporation is located.
Section 4. Notice of Meeting - Notices for regular or special meetings of stockholders may be sent by the
Secretary by personal delivery or by mail at least two (2) weeks prior to the date of the meeting to each
stockholder of record at his last known post office address or by publication in a newspaper of general
circulation. The notice shall state the place, date and hour of the meeting, and the purpose or purposes
for which the meeting is called. In case of special meetings, only matters stated in the notice can be
subject of motions or deliberations at such meeting.
When the meeting of stockholders is adjourned to another time or place, it shall not be necessary to give
any notice of the adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken. At the reconvened meeting, any business
may be transacted that might have been transacted on the original date of the meeting.
Section 5. Quorum - Unless otherwise provided by law, in all regular or special meeting of stockholders, a
majority of the outstanding capital stock must be present or represented in order to constitute a quorum. If
no quorum is constituted, the meeting shall be adjourned until the requisite amount of stock shall be
present.
Section 6. Conduct of Meeting - Meeting of the stockholders shall be presided over by the Chairman of
the Board, or in his absence, the President, or if none of the foregoing is in office and present and acting,
by a chairman to be chosen by the stockholders. The Secretary shall act as Secretary of every meeting,
but if not present, the chairman of the meeting shall appoint a secretary of the meeting. The chairman of
the meeting may adjourn the meeting from time to time, without notice other than announced at the
meeting.
Section 7. Manner of Voting - At all meetings of stockholders, a stockholder may vote in person or by
proxy executed in writing by the stockholder or his duly authorized attorney-in-fact. Unless otherwise
provided in the proxy, it shall be valid only for the meeting at which it has been presented to the
Secretary.
All proxies must be in the hands of the Secretary before the time set for the meeting. Such proxies filed
with the Secretary may be revoked by the stockholders either in an instrument in writing duly presented
and recorded with the Secretary prior to a scheduled meeting or by their personal presence at the
meeting.
Section 8. Closing of Transfer Books of Fixing of Record Date - For the purpose of determining the
stockholders entitled to notice of, or to vote at, any meeting of stockholders or any adjournment thereof orto receive payment of any dividend, or of making a determination of stockholders for any proper purpose,
the Board of Directors may provide that the stock and transfer books be closed for a stated period, but not
to exceed, in any case, twenty (20) days. If the stock and transfer books be closed for the purpose of
determining stockholders entitled to notice of, or to vote at, a meeting of stockholders, such books shall
be closed for at least ten (10) working days immediately preceding such meeting. In lieu of closing the
stock and transfer books, the Board of Directors may fix in advance a date as the record date which shall
in no case be more than twenty (20) days prior to the date on which the particular action requiring such
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determination of stockholders is to be taken, except in instance where applicable rules and regulations
provided otherwise.
ARTICLE III
BOARD OF DIRECTORS
Section 1. Powers of the Board - Unless otherwise provided by law, the corporate powers of the
corporation shall be exercised, all business conducted and all property of the corporation controlled and
held by the Board of Directors to be elected by and from among the stockholders. Without prejudice to
such general powers and such other powers as may be granted by law, the Board of Directors shall have
the following express powers:
a) From time to time, to make and change rules and regulations not inconsistent with these by-laws for
the management of the corporation's business and affairs;
b) To purchase, receive, take or otherwise acquire in any lawful manner, for and in the name of the
corporation, any and all properties, rights, interest or privileges, including securities and bonds of other
corporations, as the transaction of the business of the corporation may reasonably or necessarily require,for such consideration and upon such terms and conditions as the Board may deem proper or convenient;
c) To invest the funds of the corporation in another corporation or business or for any other purposes
other than those for which the corporation was organized, whenever in the judgment of the Board of
Directors the interests of the corporation would thereby be promoted, subject to such stockholders'
approval as may be required by law;
d) To incur such indebtedness as the Board may deem necessary and, for such purpose, to make and
issue evidence of such indebtedness including, without limitation, notes, deeds of trust, instruments,
bonds, debentures, or securities, subject to such stockholders' approval as may be required by law,
and/or pledge, mortgage, or otherwise encumber all or part of the properties and rights of the corporation;
provided that the borrowing shall be sourced from not more than nineteen (19) lenders;
e) To guarantee and secure payment of, for and in behalf of the obligations of other corporations or
entities in which it has lawful interest;
f) To make provisions for the discharge of the obligations of the corporation as they mature, including
payment for any property, or in stocks, bonds, debentures, or other securities of the corporation lawfully
issued for the purpose;
g) To sell, lease, exchange, assign, transfer or otherwise dispose of any property, real or personal,
belonging to the corporation whenever in the Board's judgment, the corporation's interest would thereby
be promoted;
h) To establish pension, retirement, bonus, profit- sharing, or other types of incentives or compensation
plans for the employees, including officers and directors of the corporation and to determine the persons
to participate in any such plans and the amount of their respective participation;
i) To prosecute, maintain, defend, compromise or abandon any lawsuit in which the corporation or its
officers are either plaintiffs or defendants in connection with the business of the corporation, and likewise,
to grant installments for the payments or settlement of whatsoever debts are payable to the corporation;
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j) To delegate, from time to time, any of the powers of the Board which may lawfully be delegated in the
course of the current business or businesses of the corporation to any standing or special committee or to
any officer or agent and to appoint any persons to be agents of the corporation with such powers
(including the power to sub-delegate), and upon such terms, as may be deemed fit;
k) To implement these by-laws and to act on any matter not covered by these by-laws provided such
matter does not require the approval or consent of the stockholders under any existing law, rules orregulation.
Section 2. Election and Term - The Board of Directors shall be elected during each regular meeting of
stockholders and shall hold office for one (1) year and until their successors are elected and qualified.
Section 3. Vacancies - Any vacancy occurring in the Board of Directors other than by removal by the
stockholders or by expiration of term, may be filled by the vote of at least a majority of the remaining
directors, if still constituting a quorum; otherwise, the vacancy must be filled by the stockholders at a
regular or at any special meeting of stockholders called for the purpose. A director so elected to fill a
vacancy shall be elected only for the unexpired term of his predecessor in office.
Any directorship to be filled by reason of an increase in the number of directors shall be filled only by anelection at a regular or at a special meeting of stockholders duly called for the purpose, or in the same
meeting authorizing the increase of directors if so stated in the notice of the meeting.
The vacancy resulting from the removal of a director by the stockholders in the manner provided by law
may be filed by election at the same meeting of stockholders without further notice, or at any regular or at
any special meeting of stockholders called for the purpose, after giving notice as prescribed in this by-
laws.
Section 4. Meetings - Regular meetings of the Board of Directors shall be held once every quarter of the
year on such dates and at such times and places as the Chairman of the Board, or in his absence, the
President, or upon the request of a majority of the directors and shall be held at such places as may be
designated in the notice.
Section 5. Notice - Notice of the regular or special meeting of the Board specifying the date, time and
place of the meeting, shall be communicated by the Secretary to each director personally, or by
telephone, telex, telegram, facsimile or by written or oral message. A director may waive this requirement,
either expressly or impliedly.
Section 6. Quorum - A majority of the number of directors as fixed in the Articles of Incorporation shall
constitute a quorum for the transaction of corporate business and every decision of at least a majority of
the directors present at a meeting at which there is a quorum shall be valid as a corporate act, except for
the election of officers which shall require the vote of a majority of all the members of the Board.
Section 7. Conduct of the Meetings - Meetings of the Board of Directors shall be presided over by the
Chairman of the Board, or in his absence, the President or if none of the foregoing is in office and presentand a?ting, by any other director chosen by the Board. The Secre4ary shall act as secretary of every
meeting, if not present, the Chairman of the meeting shall appoint a secretary of the meeting.
Section 8. Compensation - By resolution of the Board, each director shall receive a reasonable per diem
allowance for the attendance at each meeting of the Board. As compensation, the Board shall receive
and allocate an amount of not more than ten percent (10%) of the net income before income tax of the
corporation during the preceding year. Such compensation shall be determined and apportioned among
the directors in such manner as the Board may deem proper, subject to the approval of stockholders
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representing at least a majority of the outstanding capital stock at a regular or special meeting of the
stockholders.
ARTICLE IV
OFFICERS
Section 1. Election/Appointment - Immediately after their election, the Board of Directors shall formally
organize by electing the Chairman, the President, one or more Vice- President, the Treasurer, and the
Secretary, at said meeting.
The Board may, from time to time, appoint such other officers as it may determine to be necessary or
proper. Any two (2) or more positions may be held concurrently by the same person, except that no one
shall act as President and Treasurer or Secretary at the same time.
Section 2. Chairman of the Board - The Chairman of the Board of Directors shall preside at the meetings
of the directors and the stockholders. He shall also exercise such powers and perform such duties as the
Board of Directors may assign to him.
Section 3. President - The President, who shall be a director, shall be the Chief Executive Officer of the
corporation and shall also have administration and direction of the day-to-day business affairs of the
corporation. He shall exercise the following functions:
a) To preside at the meetings of the Board of Directors and of the stockholders in the absence of the
Chairman of the Board of Directors;
b) To initiate and develop corporate objectives and policies and formulate long range projects, plans and
programs for the approval of the Board of Directors, including those for executive training, development
and compensation;
c) To have general supervision and management of the business affairs and property of the corporation;
d) To ensure that the administrative and operational policies of the corporation are carried out under his
supervision and control;
e) Subject to guidelines prescribed by law, to appoint remove, suspend or discipline employees of the
corporation, prescribe their duties and determine their salaries;
f) To oversee the preparation of the budgets and the statement of accounts of the corporation;
g) To prepare such statements and reports of the corporation as may be required of him by law;
h) To represent the corporation at all functions and proceedings;
i) To execute on behalf of the corporation all contracts, agreements and other instruments affecting the
interests of the corporation which require the approval of the Board of Directors, except as otherwise
directed by the Board of Directors;
j) To make reports to the Board of Directors and stockholders;
k) To sign certificates of stock;
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l) To perform such other duties as are incident to his office or are entrusted to him by the Board of
Directors;
The President may assign the exercise or performance of any of the foregoing powers, duties and
functions to any other officer(s), subject always to his supervision and control.
Section 4. The Vice-President(s) - If one or more Vice- Presidents are appointed, he/they shall have suchpowers and shall perform such duties as may from time to time be assigned to him/them by the Board of
Directors or by the President.
Section 5. The Secretary - The Secretary must be a resident and a citizen of the Philippines. He shall be
the custodian of and shall maintain the corporate books and record and shall be the recorder of the
corporation's formal actions and transactions. He shall have the following specific powers and duties:
a) To record or see to the proper recording of the minutes and transactions of all meetings of the directors
and the stockholders and to maintain minute books of such meetings in the form and manner required by
law;
b) To keep or cause to be kept record books showing the details required by law with respect to the stockcertificates of the corporation, including ledgers and transfer books showing all shares of the corporation
subscribed, issued and transferred;
c) To keep the corporate seal and affix it to all papers and documents requiring a seal, and to attest by his
signature all corporate documents requiring the same;
d) To attend to the giving and serving of all notices of the corporation required by law or these by-laws to
be given;
e) To certify to such corporate acts, countersign corporate documents or certificates, and make reports or
statements as may be required of him by law or by government rules and regulations;
f) To act as the inspector of the election of directors and, as such, to determine the number of shares of
stock outstanding and entitled to vote, the shares of stock represented at the meeting, the evidence of a
quorum, the validity and effect of proxies, and to receive votes, ballots or consents, hear and determine
all challenges and questions arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote.
The Secretary may assign the exercise or performance of any or all the foregoing duties, powers and
functions to any other person or persons, subject always to his supervision and control;
g) To perform such other duties as incident to his office or as may be assigned to him by the Board of
Directors or the President.
Section 6. Treasurer - The Treasurer of the corporation shall be its chief fiscal officer and the custodian of
its funds, securities and property. The Treasurer shall have the following duties:
a) To keep full and accurate accounts of receipts and disbursements in the books of the corporation;
b) To have custody of, and be responsible for, all the funds, securities and bonds of the corporation;
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c) To deposit in the name and to the credit of the corporation, in such bank as may be designated from
time to time by the Board of Directors, all the moneys, funds, securities, bonds and similar valuable
effects belonging to the corporation which may come under his control;
d) To render an annual statement showing the financial condition of the corporation and such other
financial reports as the Board of Directors, the Chairman, or the President, may, from time to time require;
e) To prepare such financial reports, statements, certifications and other documents which may, from time
to time, be required by government rules and regulations and to submit the same to the proper
government agencies;
f) To exercise such powers and perform such duties and functions as may be assigned to him by the
President.
Section 7. Term of Office - The term of office of all officers shall be for a period of one (1) year and until
their successors are duly elected and qualified. Such officers may however be sooner removed for cause.
Section 8. Vacancies - If any position of the officers becomes vacant by reason of death, resignation,
disqualification or for any other cause, the Board of Directors by majority vote may elect a successor whoshall hold office for the unexpired term.
Section 9. Compensation - The by-laws officers shall receive such remuneration as the Board of Directors
may determine. All other officers shall receive such remuneration as the Board of Directors may
determine upon recommendation of the President. A director shall not be precluded from serving the
corporation in any other capacity as an officer, agent, or otherwise, and receiving compensation therefor.
ARTICLE V
OFFICE
Section 1. Office - The principal office of the corporation shall be located at the place stated in Article III ofthe Articles of Incorporation. The corporation may have such other branch offices, either within or outside
the Philippines, as the Board of Directors may designate or as the business of the corporation may, from
time to time require.
ARTICLE VI
AUDIT OF BOOKS, FISCAL YEAR AND DIVIDENDS
Section 1. External Auditors - At the regular stockholders' meeting, the external auditor or auditors of the
corporation for the ensuing year shall be appointed. The external auditor or auditors shall examine, verify
and report on the earnings and expenses of the corporation and shall certify the remuneration of the
external auditor or auditors as determined by the Board of Directors.
Section 2. Fiscal Year - The fiscal year of the corporation shall begin on the first day of January and end
on the last day of December of each year.
Section 3. Dividends - Dividends shall be declared and paid out of the unrestricted retained earnings
which shall be payable in cash, property or stock to all stockholders on the basis of outstanding stock
held by them, as often and at such times as the Board of Directors may determine and in accordance with
law and applicable rules and regulations.
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ARTICLE VII
AMENDMENTS
Section 1. Amendments - This by-laws may be amended or repealed by the affirmative vote of at least a
majority of the Board of Directors and the stockholders representing a majority of the outstanding capital
stock at any stockholders' meeting called for the purpose. However, the power to amend, modify, repealor adopt new by-laws may be delegated to the Board of Directors by the affirmative vote of stockholders
representing not less than two-thirds of the outstanding capital stock; provided, however, that any such
delegation of powers to the Board of Directors to amend, repeal or adopt new by-laws may be revoked
only by the vote of the stockholders representing a majority of the outstanding capital stock at a regular or
special meeting.
ARTICLE VIII
SEAL
Section 1. Form and Inscriptions - The corporate seal shall be determined by the Board of Directors.
ARTICLE IX
ADOPTION CLAUSE
The foregoing by-laws was adopted by all the stockholders of the corporation on _____________ at the
principal office of the corporation.
IN WITNESS WHEREOF, we, the undersigned incorporators present at said meeting and voting thereat
in favor of the adoption of said by-laws, have hereunto subscribed our names this _____________ at
_____________ City, Philippines.
(SIGNATURES OF ALL INCORPORATORS)
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1
BY-LAWS
of
CHEVRON CORPORATION
As Amended March 28, 2012
ARTICLE I.
The Board of Directors
SECTION 1. Authority of Board. The business and affairs of Chevron Corporation
(herein called the "Corporation") shall be managed by or under the direction of the Board of
Directors (the "Board") or, if authorized by the Board, by or under the direction of one or more
committees thereof, to the extent permitted by law and by the Board. Except as may be
otherwise provided by law or these By-Laws or, in the case of a committee of the Board, by
applicable resolution of the Board or such committee, the Board or any committee thereof may
act by unanimous written consent or, at an authorized meeting at which a quorum is present, by
the vote of the majority of the Directors present at the meeting. Except as may be otherwise
provided by law, the Board shall have power to determine from time to time whether, and if
allowed, when and under what conditions and regulations any of the accounts and books of the
Corporation shall be open to inspection.
SECTION 2. Number of Directors; Vacancies. The authorized number of Directors who
shall constitute the Board shall be fixed from time to time by resolution of the Board approved
by at least a majority of the Directors then in office, provided that no such resolution other than a
resolution to take effect as of the next election of Directors by the stockholders shall have the
effect of reducing the authorized number of Directors to less than the number of Directors in
office as of the effective time of the resolution.
Whenever there shall be fewer Directors in office than the authorized number of Directors,
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the Board may, by resolution approved by a majority of the Directors then in office, choose one
or more additional Directors, each of whom shall hold office until the next annual meeting of
stockholders and until his or her successor is duly elected.
SECTION 3. Authorized Meetings of the Board. The Board shall have authority to hold
annual, regular and special meetings. An annual meeting of the Board may be held immediately
after the conclusion of the annual meeting of the stockholders. Regular meetings of the Board
may be held at such times as the Board may determine. Special meetings may be held if called
by the Chairman of the Board, a Vice-Chairman of the Board, or by at least one third of the
Directors then in office.
Notice of the time or place of a meeting may be given in person or by telephone by any
officer of the Corporation, or transmitted electronically to the Director's home or office, or
entrusted to a third party company or governmental entity for delivery to the Director's business
address. Notice of annual or regular meetings is required only if the time for the meeting is
changed or the meeting is not to be held at the principal executive offices of the Corporation.
When notice is required, it shall be given not less than four hours prior to the time fixed for the 2
meeting; provided, however, that if notice is transmitted electronically or entrusted to a third
party for delivery, the electronic transmission shall be effected or the third party shall promise
delivery by not later than the end of the day prior to the day fixed for the meeting. The Board
may act at meetings held without required notice if all Directors consent to the holding of the
meeting before, during or after the meeting.
At all meetings of the Board, a majority of the Directors then in office shall constitute a
quorum for all purposes. If any meeting of the Board shall lack a quorum, a majority of the
Directors present may adjourn the meeting from time to time, without notice, until a quorum is
obtained.
SECTION 4. Committees. The Board may, by resolution approved by at least a majority
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of the authorized number of Directors, establish committees of the Board with such powers,
duties and rules of procedure as may be provided by the resolutions of the Board establishing
such committees. Any such committee shall have a secretary and report its actions to the Board.
SECTION 5. Compensation. Directors who are not also employees of the Corporation
shall be entitled to such compensation for their service on the Board or any committee thereof as
the Board may from time to time determine.
ARTICLE II
Officers
SECTION 1. Executive Committee. The Board may, by resolution approved by at least a
majority of the authorized number of Directors, establish and appoint one or more officers of the
Corporation to constitute an Executive Committee (the "Executive Committee"), which, under
the direction of the Board and subject at all times to its control, shall have and may exercise all
the powers and authority of the Board in the management of the business and affairs of the
Corporation, except as may be provided in the resolution establishing the Executive Committee
or in another resolution of the Board or by the General Corporation Law of the State of
Delaware. The Executive Committee shall have a secretary and report its actions to the Board.
SECTION 2. Designated Officers. The officers of the Corporation shall be elected by, and
serve at the pleasure of, the Board and shall consist of a Chairman of the Board, a Chief
Executive Officer and a Secretary and such other officers, including, without limitation, one or
more Vice-Chairmen of the Board, a Vice-President and Chief Financial Officer, a
Vice-President and General Counsel, one or more other Vice-Presidents, one or more Assistant
Secretaries, a Treasurer, one or more Assistant Treasurers, a Comptroller and a General Tax
Counsel, as may be elected by the Board to hold such offices or such other offices as may be
created by resolution of the Board.
SECTION 3. Chairman of the Board. The Chairman of the Board shall be elected each
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year by the Board at the meeting held immediately following the Annual Meeting of
Stockholders. The Chairman shall preside at meetings of the stockholders and the Board, and
shall have such other powers and perform such other duties as may from time to time be granted
or assigned by the Board. In the Chairmans absence, a Vice-Chairman of the Board, as
designated and available, shall preside at meetings of the stockholders and the Board.3
SECTION 4. Chief Executive Officer. The Chief Executive Officer shall be a member of
the Board and shall have general charge and supervision of the business of the Corporation, shall
preside at meetings of the Executive Committee, and shall have such other powers and duties as
may from time to time be granted or assigned by the Board or, subject to the control of the
Board, by a committee thereof or by the Executive Committee, or otherwise be in accordance
with the direction of the Board. In the Chief Executive Officers absence, a Vice-Chairman of
the Board, as designated and available, shall preside at meetings of the Executive Committee. If
so elected, the Chief Executive Officer may also serve as Chairman or Vice-Chairman of the
Board.
SECTION 5. Vice-Chairman of the Board. A Vice-Chairman of the Board shall be a
member of the Board and a Vice-Chairman of the Executive Committee, and shall have such
other powers and perform such other duties as may from time to time be granted or assigned to
him by the Board or, subject to the control of the Board, by a committee thereof or by the
Executive Committee, or otherwise be in accordance with the direction of the Board.
SECTION 6. Vice-President and Chief Financial Officer. The Vice-President and Chief
Financial Officer shall consider the adequacy of, and make recommendations to the Board and
Executive Committee concerning, the capital resources available to the Corporation to meet its
projected obligations and business plans; report periodically to the Board on financial results and
trends affecting the business; and shall have such other powers and perform such other duties as
may from time to time be granted or assigned to him by the Board or, subject to the control of
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the Board, by a committee thereof or by the Executive Committee, or otherwise be in accordance
with the direction of the Board.
SECTION 7. Vice-President and General Counsel. The Vice-President and General
Counsel shall supervise and direct the legal affairs of the Corporation and shall have such other
powers and perform such other duties as may from time to time be granted or assigned to him by
the Board or, subject to the control of the Board, by a committee thereof or by the Executive
Committee, or otherwise be in accordance with the direction of the Board.
SECTION 8. Vice-Presidents. In the event of the absence or disability of the Chairman of
the Board and the Vice-Chairmen of the Board, one of the Vice-Presidents may be designated by
the Board to exercise their powers and perform their duties, and the Vice-Presidents shall have
such other powers and perform such other duties as may from time to time be granted or
assigned to them by the Board or, subject to the control of the Board, by a committee thereof or
by the Executive Committee, or otherwise be in accordance with the direction of the Board.
SECTION 9. Secretary. The Secretary shall keep full and complete records of the
proceedings of the Board, the Executive Committee and the meetings of the stockholders; keep
the seal of the Corporation, and affix the same to all instruments which may require it; have
custody of and maintain the Corporation's stockholder records; and shall have such other powers
and perform such other duties as may from time to time be granted or assigned to him by the
Board or, subject to the control of the Board, by a committee thereof or by the Executive
Committee, or otherwise be in accordance with the direction of the Board.
SECTION 10. Assistant Secretaries. The Assistant Secretaries shall assist the Secretary in
the performance of his duties and shall have such other powers and perform such other duties as
may from time to time be granted or assigned to them by the Board or, subject to the control of 4
the Board, by a committee thereof or by the Executive Committee, or otherwise be in accordance
with the direction of the Board.
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SECTION 11. Treasurer. The Treasurer shall have custody of the funds of the
Corporation and deposit and pay out such funds, from time to time, in such manner as may be
prescribed by, or be in accordance with the direction of, the Board, and shall have such other
powers and perform such other duties as may from time to time be granted or assigned to him by
the Board or, subject to the control of the Board, by a committee thereof or by the Executive
Committee, or otherwise be in accordance with the direction of the Board.
SECTION 12. Assistant Treasurers. The Assistant Treasurers shall assist the Treasurer in
the performance of his duties and shall have such other powers and perform such other duties as
may from time to time be granted or assigned to them by the Board or, subject to the control of
the Board, by a committee thereof or by the Executive Committee, or otherwise be in accordance
with the direction of the Board.
SECTION 13. Comptroller. The Comptroller shall be the principal accounting officer of
the Corporation and shall have charge of the Corporation's books of accounts and records; and
shall have such other powers and perform such other duties as may from time to time be granted
or assigned to him by the Board or, subject to the control of the Board, by a committee thereof or
by the Executive Committee, or otherwise be in accordance with the direction of the Board.
SECTION 14. General Tax Counsel. The General Tax Counsel shall supervise and direct
the tax matters of the Corporation and shall have such other powers and perform such other
duties as may from time to time be granted or assigned to him by the Board or, subject to the
control of the Board, by a committee thereof or by the Executive Committee, or otherwise be in
accordance with the direction of the Board.
SECTION 15. Other Officers. Any other elected officer shall have such powers and
perform such duties as may from time to time be granted or assigned to him by the Board or,
subject to the control of the Board, by a committee thereof or by the Executive Committee, or
otherwise be in accordance with the direction of the Board.
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SECTION 16. Powers of Attorney. Whenever an applicable statute, decree, rule or
regulation requires a document to be subscribed by a particular officer of the Corporation, such
document may be signed on behalf of such officer by a duly appointed attorney-in-fact, except as
otherwise directed by the Board or the Executive Committee or limited by law.
SECTION 17. Compensation. The officers of the Corporation shall be entitled to
compensation for their services. The amounts and forms of compensation which each of such
officers shall receive, and the manner and times of its payment, shall be determined by, or be in
accordance with the direction of, the Board.5
ARTICLE III
Stock and Stock Certificates
SECTION 1. Stock. The Board or, to the extent permitted by the General Corporation Law
of the State of Delaware, any committee of the Board expressly so authorized by resolution of
the Board may authorize from time to time the issuance of new shares of the Corporation's
Common Stock ("Common Stock") or any series of Preferred Stock ("Preferred Stock"), for such
lawful consideration as may be approved by the Board or such committee, up to the limit of
authorized shares of Common Stock or such series of Preferred Stock. The Board, the Executive
Committee or any committee of the Board expressly so authorized by resolution of the Board
may authorize from time to time the purchase on behalf of the Corporation for its treasury of
issued and outstanding shares of Common Stock or Preferred Stock and the resale, assignment or
other transfer by the Corporation of any such treasury shares.
SECTION 2. Stock Certificates. Shares of Stock of the Corporation shall be uncertificated
and shall not be represented by certificates, except to the extent as may be required by applicable
law or as may otherwise be authorized by the Secretary or an Assistant Secretary.
Notwithstanding the foregoing, shares of Stock represented by a certificate and issued and
outstanding on August 1, 2005 shall remain represented by a certificate until such certificate is
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surrendered to the Corporation.
In the event shares of Stock are represented by certificates, such certificates shall be
registered upon the books of the Corporation and shall be signed by the Chairman of the Board, a
Vice-Chairman of the Board or a Vice-President, together with the Secretary or an Assistant
Secretary of the Corporation, shall bear the seal of the Corporation or a facsimile thereof, and
shall be countersigned by a Transfer Agent and the Registrar for the Stock, each of whom shall
by resolution of the Board be appointed with authority to act as such at the pleasure of the Board.
No certificate for a fractional share of Common Stock shall be issued. Certificates of Stock
signed by the Chairman of the Board, a Vice-Chairman of the Board or a Vice-President,
together with the Secretary or an Assistant Secretary, being such at the time of such signing, if
properly countersigned as set forth above by a Transfer Agent and the Registrar, and if regular in
other respects, shall be valid, whether such officers hold their respective positions at the date of
issue or not. Any signature or countersignature on certificates of Stock may be an actual
signature or a printed or engraved facsimile thereof.
SECTION 3. Lost or Destroyed Certificates. The Board or the Executive Committee may
designate certain persons to authorize the issuance of new certificates of Stock or uncertificated
shares to replace certificates alleged to have been lost or destroyed, upon the filing with such
designated persons of both an affidavit or affirmation of such loss or destruction and a bond of
indemnity or indemnity agreement covering the issuance of such replacement certificates or
uncertificated shares, as may be requested by and be satisfactory to such designated persons.
SECTION 4. Stock Transfers. Transfer of shares of Stock represented by certificates shall
be made on the books of the Corporation only upon the surrender of a valid certificate or
certificates for not less than such number of shares, duly endorsed by the person named in the
certificate or by an attorney lawfully constituted in writing. Transfer of uncertificated shares of
Stock shall be made on the books of the Corporation upon receipt of proper transfer instructions
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from the registered owner of the uncertificated shares, an instruction from an approved source
duly authorized by such owner or from an attorney lawfully constituted in writing. The 6
Corporation may impose such additional conditions to the transfer of its Stock as may be
necessary or appropriate for compliance with applicable law or to protect the Corporation, a
Transfer Agent or the Registrar from liability with respect to such transfer.
SECTION 5. Stockholders of Record. The Board may fix a time as a record date for the
determination of stockholders entitled to receive any dividend or distribution declared to be
payable on any shares of the Corporation; or to vote upon any matter to be submitted to the vote
of any stockholders of the Corporation; or to be present or to be represented by proxy at any
meeting of the stockholders of the Corporation, which record date in the case of a meeting of the
stockholders shall be not more than sixty nor less than ten days before the date set for such
meeting; and only stockholders of record as of the record date shall be entitled to receive such
dividend or distribution, or to vote on such matter, or to be present or represented by proxy at
such meeting.
ARTICLE IV
Meetings of Stockholders
SECTION 1. Meetings of Stockholders. An annual meeting of the stockholders of the
Corporation shall be held each year, at which Directors shall be elected to serve for the ensuing
year and until their successors are elected. The time and place of any annual meeting of
stockholders shall be determined by the Board in accordance with law.
Special meetings of the stockholders for any purpose or purposes, unless prohibited by law,
may be called by the Board or the Chairman of the Board. The Chairman of the Board or the
Secretary shall call a special meeting whenever requested in writing to do so by at least one third
of the members of the Board or stockholders owning 15 percent of the shares of Common Stock
of the Corporation then outstanding and entitled to vote at such meeting.
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Written requests by stockholders must be signed by each stockholder, or a duly authorized
agent, requesting the special meeting and state (i) the specific purpose of the meeting and the
matters proposed to be acted on at the meeting, the reasons for conducting such business at the
meeting, and any material interest in such business of the stockholders requesting the meeting;
(ii) the name and address of each such stockholder; (iii) the number of shares of the
Corporation's Common Stock owned of record or beneficially by each such stockholder.
Stockholders may revoke their requests for a special meeting at any time by written revocation
delivered to the Secretary. A special meeting requested by stockholders shall be held at such
date, time and place as may be fixed by the Board. However, a special meeting shall not be held
if either (i) the Board has called or calls for an annual meeting of stockholders and the purpose of
such annual meeting includes the purpose specified in the request, or (ii) an annual or special
meeting was held not more than 12 months before the request to call the special meeting was
received which included the purpose specified in the request. Business transacted at a special
meeting requested by stockholders shall be limited to the purposes stated in the request for such
special meeting, unless the Board submits additional matters to stockholders at any such special
meeting.
SECTION 2. Conduct of Meetings. The Chairman of the Board, or such other officer as
may preside at any meeting of the stockholders, shall have authority to establish, from time to
time, such rules for the conduct of such meeting, and to take such action, as may in his judgment 7
be necessary or proper for the conduct of the meeting and in the best interests of the Corporation
and the stockholders in attendance in person or by proxy.
SECTION 3. Quorum for Action by Stockholders; Elections. At all elections or votes had
for any purpose, there must be a majority of the outstanding shares of Common Stock
represented. All elections for Directors shall be held by written ballot. A nominee for Director
shall be elected to the Board of Directors if the votes cast for such nominees election exceed
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the votes cast against such nominees election, excluding abstentions; provided, however, that
Directors shall be elected by a plurality of the votes cast at any meeting of the stockholders for
which the number of nominees exceeds the number of Directors to be elected. Any Director
nominated for reelection who receives a greater number of votes against his or her election
than votes for such election shall submit his or her offer of resignation to the Board. The
Board Nominating and Governance Committee shall consider all of the relevant facts and
circumstances, including the Directors qualifications, the Directors past and expected future
contributions to the Corporation, the overall composition of the Board and whether accepting the
tendered resignation would cause the Corporation to fail to meet any applicable rule or regulation
(including NYSE listing requirements and federal securities laws) and recommend to the Board
the action to be taken with respect to such offer of resignation. Except as may otherwise be
required by law, the Restated Certificate of Incorporation or these By-Laws, all other matters
shall be decided by a majority of the votes cast affirmatively or negatively.
SECTION 4. Proxies. To the extent permitted by law, any stockholder of record may
appoint a person or persons to act as the stockholders proxy or proxies at any stockholder
meeting for the purpose of representing and voting the stockholders shares. The stockholder
may make this appointment by any means the General Corporation Law of the State of Delaware
specifically authorizes, and by any other means the Secretary of the Corporation may permit.
Prior to any vote, and subject to any contract rights of the proxy holder, the stockholder may
revoke the proxy appointment either directly or by the creation of a new appointment, which will
automatically revoke the former one. The Inspector of Elections appointed for the meeting may
establish requirements concerning such proxy appointments or revocations that the Inspector
considers necessary or appropriate to assure the integrity of the vote and to comply with law.
SECTION 5. Adjournments. Any meeting of the stockholders (whether annual or special
and whether or not a quorum shall have been present), may be adjourned from time to time and
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from place to place by vote of a majority of the shares of Common Stock represented at such
meeting, without notice other than announcement at such meeting of the time and place at which
the meeting is to be resumed--such adjournment and the reasons therefore being recorded in the
journal of proceedings of the meeting; provided, however, that if the date of any adjourned
meeting is more than thirty days after the date for which the meeting was originally noticed, or if
a new record date is fixed for the adjourned meeting, written notice of the place, date and time of
the adjourned meeting shall be given to each stockholder of record entitled to vote at the
meeting. At any meeting so resumed after such adjournment, provided a majority of the
outstanding shares of Common Stock shall then be represented, any business may be transacted
which might have been transacted at the meeting as originally scheduled.8
ARTICLE V
Corporate Seal
The seal of the Corporation shall have inscribed thereon the name of the Corporation and the
words "Incorporated Jan. 27, 1926 Delaware."
ARTICLE VI
Change in Control Benefit Protection
SECTION 1. As used in this Article VI, the following terms shall have the meanings here
indicated:
Beneficial Ownership, when attributed to a Person with respect to a security, means
that the Person is deemed to be a beneficial owner of such security pursuant to Rule 13d-
3 promulgated under the Exchange Act.
Benefit Plan means any pension, retirement, profit-sharing, employee stock ownership,
401(k), excess benefit, supplemental retirement, bonus, incentive, salary deferral, stock
option, performance unit, restricted stock, tax gross-up, life insurance, dependent life
insurance, accident insurance, health coverage, short-term disability, long-term disability,
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severance, welfare or similar plan or program (or any trust, insurance arrangement or any
other fund forming a part or securing the benefits thereof) maintained prior to a Change
in Control by the Corporation or a Subsidiary for the benefit of directors, officers,
employees or former employees, and shall include any successor to any such plan or
program; provided, however, that Benefit Plan shall include only those plans and
programs which have been designated by the Corporation as a constituent part of the
Change in Control benefit protection program.
Board means the Board of Directors of the Corporation.
Change in Control means the occurrence of any of the following:
(A) A Person other than the Corporation, a Subsidiary, a Benefit Plan or, pursuant
to a Non-Control Merger, a Parent Corporation, acquires Common Stock or
other Voting Securities (other than directly from the Corporation) and,
immediately after the acquisition, the Person has Beneficial Ownership of
twenty percent (20%) or more of the Corporations Common Stock or Voting
Securities;
(B) The Incumbent Directors cease to constitute a majority of the Board or, if
there is a Parent Corporation, the board of directors of the Ultimate Parent,
unless such event results from the death or disability of an Incumbent Director
and, within 30 days of such event, the Incumbent Directors constitute a
majority of such board; or
(C) There is consummated a Merger (other than a Non-Control Merger), a
complete liquidation or dissolution of the Corporation, or the sale or other
disposition of all or substantially all of the assets of the Corporation (other 9
than to a Subsidiary or as a distribution of a Subsidiary to the stockholders of
the Corporation).
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Common Stock means the Common Stock of the Corporation.
Exchange Act means the Securities Exchange Act of 1934, as amended.
Incumbent Directors means the Directors of the Corporation as of March 29, 2000 and
any Director of the Corporation or, if there is a Parent Corporation, any Director of the
Ultimate Parent, elected after such date, provided that (A) the election, or nomination for
election by the stockholders of the Corporation, of such new Director was approved by a
vote of at least two-thirds of the Persons then constituting the Incumbent Directors, (B)
any Director who assumes office as a result of a Merger after March 29, 2000 shall not be
deemed an Incumbent Director until the Director has been in office for at least three
years, and (C) no Director who assumes office as a result of a Proxy Contest shall be
considered an Incumbent Director.
Merger means a merger, consolidation or reorganization or similar business
combination of the Corporation with or into another Person or in which securities of the
Corporation are issued.
Non-Control Merger means a Merger if immediately following the Merger (A) the
stockholders of the Corporation immediately before the Merger own directly or indirectly
at least fifty-five percent (55%) of the outstanding common stock and the combined
voting power of the outstanding voting securities of the Surviving Corporation (if there is
no Parent Corporation) or of the Ultimate Parent, if there is a Parent Corporation, and (B)
no Person other than a Benefit Plan owns twenty percent (20%) or more of the combined
voting power of the outstanding voting securities of the Ultimate Parent, if there is a
Parent Corporation, or of the Surviving Corporation, if there is no Parent Corporation.
Parent Corporation means a corporation with Beneficial Ownership of more than fifty
percent (50%) of the combined voting power of the Surviving Corporations outstanding
voting securities immediately following a Merger.
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Person means a person as such term is used for purposes of Section 13(d) or Section
14(d) of the Exchange Act.
Proxy Contest means any actual or threatened solicitation of proxies or consents by or
on behalf of any Person other than the Board, including, without limitation, any
solicitation with respect to the election or removal of Directors of the Corporation, and
any agreement intended to avoid or settle the results of any such actual or threatened
solicitation.
Subsidiary means any corporation or other Person (other than a human being) of which
a majority of its voting power or its voting equity securities or equity interest is owned,
directly or indirectly, by the Corporation.
Surviving Corporation means the corporation resulting from a Merger.
Ultimate Parent means, if there is a Parent Corporation, the Person with Beneficial 10
Ownership of more than fifty percent (50%) of the Surviving Corporation and of any
other Parent Corporation.
Voting Securities means the outstanding Common Stock and other voting securities, if
any, of the Corporation entitled to vote for the election of Directors of the Corporation.
SECTION 2. The Corporation and one or more of its Subsidiaries may, from time to time,
maintain Benefit Plans providing for payments or other benefits or protections conditioned partly
or solely on the occurrence of a Change in Control. The Corporation shall cause any Surviving
Corporation (or any other successor to the business and assets of the Corporation) to
assume any such obligations of such Benefit Plans and make effective provision therefore, and
such Benefit Plans shall not be amended except in accordance with their terms.
SECTION 3. No amendment or repeal of this Article VI shall be effective if adopted
within six months before or at any time after the public announcement of an event or proposed
transaction which would constitute a Change in Control (as such term is defined prior to such
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amendment); provided, however, that an amendment or repeal of this Article VI may be effected,
even if adopted after such a public announcement, if (a) the amendment or repeal has been
adopted after any plans have been abandoned to cause the event or effect the transaction which,
if effected, would have constituted the Change in Control, and the event which would have
constituted the Change in Control has not occurred, and (b) within a period of six months after
such adoption, no other event constituting a Change in Control shall have occurred, and no
public announcement of a proposed transaction which would constitute a Change in Control shall
have been made, unless thereafter any plans to effect the Change in Control have been
abandoned and the event which would have constituted the Change in Control has not occurred.
In serving and continuing to serve the Corporation, an employee is entitled to rely and shall be
presumed to have relied on the provisions of this Article VI, which shall be enforceable as
contract rights and inure to the benefit of the heirs, executors and administrators of the employee,
and no repeal or modification of this Article VI shall adversely affect any right existing at the
time of such repeal or modification.
ARTICLE VII
Forum for Adjudication of Disputes
Unless the Corporation consents in writing to the selection of an alternative forum, the sole
and exclusive forum for (i) any derivative action or proceeding brought on behalf of the
Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director,
officer or other employee of the Corporation to the Corporation or the Corporations
stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware
General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs
doctrine shall be a state or federal court located within the state of Delaware, in all cases subject
to the courts having personal jurisdiction over the indispensible parties named as defendants.
Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of
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the Corporation shall be deemed to have notice of and consented to the provisions of this
Article VII.11
ARTICLE VIII
Amendments
Any of these By-Laws may be altered, amended or repealed by the affirmative vote of the
holders of a majority of the outstanding shares of Common Stock at any annual or special
meeting of the stockholders, if notice of the proposed alteration, amendment or repeal be
contained in the notice of the meeting; or any of these By-Laws may be altered, amended or
repealed by resolution of the Board approved by at least a majority of the Directors then in
office. Notwithstanding the preceding sentence, any amendment or repeal of Article VI of the
By-Laws shall be made only in accordance with the terms of said Article VI, and the authority of
the Directors to amend the By-Laws is accordingly hereby limited.
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SAMPLE CORPORATE BYLAWS
BY-LAWS
"COMPANY"
ARTICLE I -- OFFICES
Section 1. The registered office of the corporation shall be at:
"Address"
The registered agent in charge thereof shall be: "Name".
Section 2. The corporation may also have offices at such other places as theBoard of Directors may from time to time appoint or the business of the
corporation may require.
ARTICLE II -- SEAL
Section 1. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal,"State"".
ARTICLE III -- STOCKHOLDERS' MEETINGS
Section 1 Meetings of stockholders shall be held at the registered office of
the corporation in this state or at such place, either within or without thisstate, as may be selected from time to time by the Board of Directors.
Section 2. Annual Meetings: The annual meeting of the stockholders shall beheld on the 3rd Wednesday of February in each year if not a legal holiday,
and if a legal holiday, then on the next secular day following at 10:00 o'clockA.M., when they shall elect a Board of Directors and transact such other
business as may properly be brought before the meeting. If the annual
meeting for election of directors is not held on the date designated therefor,the directors shall cause the meeting to be held as soon thereafter as
convenient.
Section 3. Election of Directors: Elections of the directors of the corporationshall be by written ballot.
Section 4. Special Meetings: Special meetings of the stockholders may becalled at any time by the Chairman, or the Board of Directors, orstockholders entitled to cast at least one-fifth of the votes which all
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stockholders are entitled to cast at the particular meeting. At any time, upon
written request of any person or persons who have duly called a specialmeeting, it shall be the duty of the Secretary to fix the date of the meeting,
to be held not more than sixty days after receipt of the request, and to givedue notice thereof. If the Secretary shall neglect or refuse to fix the date of
the meeting and give notice thereof, the person or persons calling themeeting may do so.
Business transacted at all special meetings shall be confined to the objects
stated in the call and matters germane thereto, unless all stockholdersentitled to vote are present and consent.
Written notice of a special meeting of stockholders stating the time andplace and object thereof, shall be given to each stockholder entitled to vote
thereat at least 30 days before such meeting, unless a greater period ofnotice is required by statute in a particular case.
Section 5. Quorum: A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a
quorum at a meeting of stockholders. If less than a majority of theoutstanding shares entitled to vote is represented at a meeting, a majority
of the shares so represented may adjourn the meeting from time to timewithout further notice. At such adjourned meeting at which a quorum shall
be present or represented, any business may be transacted which mighthave been transacted at the meeting as originally noticed. The stockholders
present at a duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders toleave less than a quorum.
Section 6. Proxies: Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writingwithout a meeting may authorize another person or persons to act for him
by proxy, but no such proxy shall be voted or acted upon after three yearsfrom its date, unless the proxy provides for a longer period.
A duly executed proxy shall be irrevocable if it states that it is irrevocable
and if, and only as long as, it is coupled with an interest sufficient in law tosupport an irrevocable power. A proxy may be made irrevocable regardless
of whether the interest with which it is coupled is an interest in the stockitself or an interest in the corporation generally. All proxies shall be filed with
the Secretary of the meeting before being voted upon.
Section 7. Notice of Meetings: Whenever stockholders are required orpermitted to take any action at a meeting, a written notice of the meeting
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shall be given which shall state the place, date and hour of the meeting,
and, in the case of a special meeting, the purpose or purposes for which themeeting is called. Unless otherwise provided by law, written notice of any
meeting shall be given not less than ten nor more than sixty days before thedate of the meeting to each stockholder entitled to vote at such meeting.
Section 8. Consent in Lieu of Meetings: Any action required to be taken at
any annual or special meeting of stockholders or a corporation, or any actionwhich may be taken at any annual or special meeting of such stockholders,
may be taken without a meeting, without prior notice and without a vote, ifa consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meetingat which all shares entitled to vote thereon were present and voted. Prompt
notice of the taking of the corporate action without a meeting by less thanunanimous written consent shall be given to those stockholders who have
not consented in writing.
Section 9 List of Stockholders: The officer who has charge of the stockledger of the corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the stockholders entitled tovote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the
name of each stockholder. No share of stock upon which any installment isdue and unpaid shall be voted at any meeting. The 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 themeeting, either at a place within the city where the meeting is to be held,which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also beproduced 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.
ARTICLE IV -- DIRECTORS
Section 1. The business and affairs of this corporation shall be managed by
its Board of Directors, ____ in number. The directors need not be residentsof this state or stockholders in the corporation. They shall be elected by the
stockholders at the annual meeting of stockholders of the corporation, andeach director shall be elected for the term of ore year, and until hissuccessor shall be elected and shall qualify or until his earlier resignation orremoval.
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Section 2. Regular Meetings: Regular meetings of the Board shall be held
without notice, at least quarterly, at the registered office of the corporation,or at such other time and place as shall be determined by the Board.
Section 3. Special Meetings: Special Meetings of the Board may be called by
the Chairman on 2 days notice to each director, either personally or by mail,fax or by telegram; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of amajority of the directors in office.
Section 4. Quorum: A majority of the total number of directors shallconstitute a quorum for the transaction of business.
Section 5. Consent in Lieu of Meeting: Any action required or permitted to be
taken at any meeting of the Board of Directors, or of any committee thereof,may be taken without a meeting if all members of the Board of committee,
as the case may be, consent thereto in writing, and the writing or writingsare filed with the minutes of proceedings of the Board or committee. The
Board of Directors may hold its meetings, and have an office or offices,
outside of this state.
Section 6. Conference Telephone: One or more directors may participate in ameeting of the Board, or a committee of the Board or of the stockholders, by
means of conference telephone or similar communications equipment bymeans of which all persons participating in the meeting can hear each other;
participation in this manner shall constitute presence in person at such
meeting.
Section 7. Compensation Directors as such, shall not receive any statedsalary for their services, but by resolution of the Board, a fixed sum andexpenses of attendance at each regular or special meeting of the BoardPROVIDED, that nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity and receivingcompensation therefor.
Section 8. Removal: Any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of the shares
then entitled to vote at an election of directors, except that when cumulativevoting is permitted, if less than the entire Board is to be removed, no
director may be removed without cause if the votes cast against his removalwould be sufficient to elect him if then cumulatively voted at an election of
the entire Board of Directors, or, if there be classes of directors, at anelection of the class of directors of which he is a part.
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ARTICLE V -- OFFICERS
Section 1. The executive officers of the corporation shall be chosen by thedirectors and shall be a Chairman, President, Secretary and Chief FinancialOfficer. The Board of Directors may also choose a one or more Vice
Presidents and such other officers as it shall deem necessary. Any number ofoffices may be held by the same person.
Section 2. Salaries: Salaries of all officers and agents of the corporation shallbe fixed by the Board of Directors.
Section 3. Term of Office: The officers of the corporation shall hold office for
one year and until their successors are chosen and have qualified. Anyofficer or agent elected or appointed by the Board may be removed by the
Board of Directors whenever in its judgment the best interest of thecorporation will be served thereby.
Section 4. Chairman: The Chairman shall preside at all meetings of thestockholders and directors; he shall see that all orders and resolutions of the
Board are carried into effect, subject, however, to the right of the directorsto delegate any specific powers, except such as may be by statute
exclusively conferred on the Chairman, to any other officer or officers of thecorporation. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation. He shall be EX- OFFICIOa member of all committees.
Section 5. President: The President shall attend all sessions of the Board.The President shall be the chief executive officer of the corporation; he shall
have general and active management of the business of the corporation,subject, however, to the right of the directors to delegate any specificpowers, except such as may be by statute exclusively conferred on thePresident, to any other officer or officers of the corporation. He shall have
the general power and duties of supervision and management usually vestedin the office of President of a corporation.
Section 6. Secretary: The Secretary shall attend all sessions of the Board
and all meetings at the stockholders and act as clerk thereof, and record all
the votes of the corporation and the minutes of all its transactions in a bookto be kept for that purpose, and shall perform like duties for all committees
of the Board of Directors when required. He shall give, or cause to be given,notice of all meetings of the stockholders and of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board ofDirectors or President, and under whose supervision he shall be. He shall
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keep in safe custody the corporate seal of the corporation, and when
authorized by the Board, affix the same to any instrument requiring it.
Section 6. Chief Financial Officer: The Chief Financial Officer shall havecustody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to thecorporation, and shall keep the moneys of the corporation in separate
account to the credit of the corporation. He shall disburse the funds of thecorporation as may be ordered by the Board, taking proper vouchers for
such disbursements, and shall render to the President and directors, at theregular meetings of the Board, or whenever they may require it, an account
of all his transactions as Chief Financial Officer and of the financial condition
of the corporation.
ARTICLE VI -- VACANCIES
Section 1. Any vacancy occurring in any office of the corporation by death,resignation, removal or otherwise, shall be filled by the Board of Directors.
Vacancies and newly created directorships resulting from any increase in the
authorized number of directors may be filled by a majority of the directorsthen in office, although not less than a quorum, or by a sole remaining
director. If at any time, by reason of death or resignation or other cause, thecorporation should have no directors in office, then any officer or any
stockholder or an executor, administrator, trustee or guardian of astockholder, or other fiduciary entrusted with like responsibility for the
person or estate of stockholder, may call a special meeting of stockholders in
accordance with the provisions of these By- Laws.
Section 2. Resignations Effective at Future Date: When one or more
directors shall resign from the Board, effective at a future date, a majority of
the directors then in office, including those who have so resigned, shall havepower to fill such vacancy or vacancies, the vote thereon to take effect when
such resignation or resignations shall become effective.
ARTICLE VII -- CORPORATE RECORDS
Section 1. Any stockholder of record, in person or by attorney or other
agent, shall, upon written demand under oath stating the purpose thereof,have the right during the usual hours for business to inspect for any proper
purpose the corporation's stock ledger, a list of its stockholders, and itsother books and records, and to make copies or extracts therefrom. A proper
purpose shall mean a purpose reasonably related to such person's interestas a stockholder. In every instance where an attorney or other agent shallbe the person who seeks the right to inspection, the demand under oath
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shall be accompanied by a power of attorney or such other writing which
authorizes the attorney or other agent to so act on behalf of the stockholder.The demand under oath shall be directed to the corporation at its registered
office in this state or at its principal place of business.
ARTICLE VIII -- STOCK CERTIFICATES, DIVIDENDS, ETC.
Section 1. The stock certificates of the corporation shall be numbered and
registered in the share ledger and transfer books of the corporation as theyare issued. They shall bear the corporate seal and shall be signed by the
President.
Section 2. Transfers: Transfers of shares shall be made on the books of thecorporation upon surrender of the certificates therefor, endorsed by the
person named in the certificate or by attorney, lawfully constituted inwriting. No transfer shall be made which is inconsistent with law.
Section 3. Lost Certificate: The corporation may issue a new certificate ofstock in the place of any certificate theretofore signed by it, alleged to have
been lost, stolen or destroyed, and the corporation may require the owner ofthe lost, stolen or destroyed certificate, or his legal representative to give
the corporation a bond sufficient to indemnify it against any claim that maybe made against it on account of the alleged loss, 'theft or destruction of any
such certificate or the issuance of such new certificate.
Section 4. Record Date: In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholdersor any adjournment thereof, or the express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend orother distribution or allotment of any rights, or entitled to exercise any rightsin respect of any change, conversion or exchange of stock or for the purposeof 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 beforethe date of such meeting, nor more than sixty days prior to any other action.
If no record date is fixed:
(a) The record date for determining stockholders entitled to notice of or tovote at a meeting of stock- holders shall be at the close of business on the
day next preceding the day on which notice is given,--or if notice is waived,at the close of business on the day next preceding the day on which the
meeting is held.
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(b) The record date for determining stockholders entitled to express consent
to corporate action in writing without a meeting, when no prior action by theBoard of Directors is necessary, shall be the day on which the first written
consent is expressed.
(c) The record date for determining stockholders for any other purpose shallbe at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto.
(d) A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;provided, however, that the Board of Directors may fix a new record date for
the adjourned meeting.
Section 5. Dividends: The Board of Directors may declare and pay dividendsupon the outstanding shares of the corporation from time to time and to
such extent as they deem advisable, in the manner and upon the terms andconditions provided by the statute and the Certificate of Incorporation.
Section 6. Reserves: Before payment of any dividend there may be set asideout of the net profits of the corporation such sum or sums as the directors,
from time to time, in their absolute discretion, think proper as a reservefund to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the corporation, or for such other purpose asthe directors shall think conducive to the interests of the corporation, and
the directors may abolish any such reserve in the manner in which it was
created.
ARTICLE IX -- MISCELLANEOUS PROVISIONS
Section 1. Checks: All checks or demands for money and notes of thecorporation shall be signed by such officer or officers as the Board of
Directors may from time to time designate.
Section 2. Fiscal Year: The fiscal year shall begin on the first day of January.
Section 3. Notice: Whenever written notice is required to be given to any
person, it may be given to such person, either personally or by sending acopy thereof through the mail, by fax, or by telegram, charges prepaid, to
his address appearing on the books of the corporation, or supplied by him tothe corporation for the purpose of notice. If the notice is sent by mail, fax or
by telegraph, it shall be deemed to have been given to the person entitledthereto when deposited in the United States mail, faxed or with a telegraph
office for transmission to such person. Such notice shall specify the place,
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day and hour of the meeting and, in the case of a special meeting of
stockholders, the general nature of the business to be transacted.
Section 4. Waiver of Notice: Whenever any written notice is required bystatute, or by the Certificate or the By-Laws of this corporation a waiver
thereof in writing, signed by the person or persons entitled to such notice,whether before or after the time stated therein, shall be deemed equivalent
to the giving of such notice. Except in the case of a special meeting ofstockholders, neither the business to be transacted at nor the purpose of the
meeting need be specified in the waiver of notice of such meeting.Attendance of a person either in person or by proxy, at any meeting shall
constitute a waiver of notice of such meeting, except where a person attends
a meeting for the express purpose of objecting to the transaction of anybusiness because the meeting was not lawfully called or convened.
Section 5. Disallowed Compensation: Any payments made to an officer oremployee of the corporation such as a salary, commission, bonus, interest,rent, travel or entertainment expense incurred by him, which shall be
disallowed in whole or in part as a deductible expense by the InternalRevenue Service, shall be reimbursed by such officer or employee to the
corporation to the full extent of such disallowance. It shall be the duty of thedirectors, as a Board, to enforce payment of each such amount disallowed.
In lieu of payment by the officer or employee, subject to the determination
of the directors, proportionate amounts may be withheld from his futurecompensation payments until the amount owed to the corporation has been
recovered.
Section 6. Resignations: Any director or other officer may resign at anytime,such resignation to be in writing, and to take effect from the time of its
receipt by the corporation, unless some time be fixed in the resignation andthen from that date. The acceptance of a resignation shall not be required to
make it effective.
ARTICLE X -- ANNUAL STATEMENT
Section 1. The President and Board of Directors shall present at each annual
meeting a full and complete statement of the business and affairs of thecorporation for the preceding year. Such statement shall be prepared and
presented in whatever manner the Board of Directors shall deem advisableand need not be verified by a certified public accountant.
ARTICLE XI -- AMENDMENTS
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Section 1. These By-Laws may be amended or repealed by the vote of
stockholders entitled to cast at least a majority of the votes which allstockholders are entitled to cast thereon, at any regular or special meeting
of the stockholders, duly convened after notice to the stockholders of thatpurpose.
-----Contributed to the Library by Richard Widrig