Quarterly Report — Form 10-Q
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report 31 164K
2: EX-3.1 Articles of Incorporation/Organization or By-Laws 60± 220K
3: EX-3.2 Articles of Incorporation/Organization or By-Laws 11± 42K
4: EX-10.1 Material Contract 5 20K
5: EX-12 Statement re: Computation of Ratios 2± 9K
6: EX-21 Subsidiaries of the Registrant 7± 32K
7: EX-27 Financial Data Schedule 2± 10K
8: EX-27.1 Restated Financial Data Schedule 2± 9K
9: EX-99.1 Miscellaneous Exhibit 1 8K
EX-3.2 — Articles of Incorporation/Organization or By-Laws
EX-3.2 | 1st “Page” of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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HOUSEHOLD INTERNATIONAL, INC.
Bylaws
______________
(As in effect June 4, 1998)
_________________________________________________________________
BYLAWS OF
HOUSEHOLD INTERNATIONAL, INC.
_________________________________________________________________
ARTICLE I.
DEFINITIONS, PLACES OF MEETINGS.
SECTION l. Definitions. When used herein, "Board" shall
mean the Board of Directors of this Corporation, and "Chairman"
shall mean Chairman of the Board of Directors.
SECTION 2. Places of Meetings of Stockholders and
Directors. Unless the Board shall fix another place for the
holding of the meeting, meetings of stockholders and of the Board
shall be held at the Corporation's International Headquarters,
Prospect Heights, Cook County, Illinois, or at such other place
in Cook County specified by the person or persons calling the
meeting.
ARTICLE II.
STOCKHOLDERS MEETINGS.
SECTION l. Annual Meeting of Stockholders. The annual
meeting of stockholders shall be held on such date and at such
time as is fixed by the Board. Any previously scheduled annual
meeting of stockholders may be postponed by resolution of the
Board of Directors upon public announcement given prior to the
date previously scheduled for such annual meeting of
stockholders.
SECTION 2. Special Meetings.
CALL. Special meetings of the stockholders may be
called at any time by the President, Chief Executive Officer or a
majority of the Board of Directors. Any previously scheduled
special meeting of stockholders may be postponed by resolution of
the Board of Directors upon public announcement given prior to
the date previously scheduled for such special meeting of
stockholders.
REQUISITES OF CALL. A call for a special meeting of
stockholders shall be in writing, filed with the Secretary, and
shall specify the time and place of holding such meeting and the
purpose or purposes for which it is called.
SECTION 3. Notice of Meetings. Written notice of a meeting
of stockholders setting forth the place, date, and hour of the
meeting and the purpose or purposes for which the meeting is
called shall be mailed not less than ten nor more than sixty days
before the date of the meeting to each stockholder entitled to
vote at the meeting.
SECTION 4. Quorum and Adjournments. At any meeting of
stockholders, the holders of a majority of all the outstanding
shares entitled to vote, present in person or by proxy, shall
constitute a quorum for the transaction of business, and a
majority of such quorum shall prevail except as otherwise
required by law, the Certificate of Incorporation, or the bylaws.
If the stockholders necessary for a quorum shall fail to be
present at the time and place fixed for any meeting, the holders
of a majority of the shares entitled to vote who are present in
person or by proxy may adjourn the meeting from time to time,
until a quorum is present, provided, however, that any
stockholders' meeting, annual or special, whether or not a quorum
is present, may be adjourned from time to time by the Chairman of
the meeting. At any adjourned meeting, any business may be
transacted which might have been transacted at the original
meeting.
SECTION 5. Inspectors of Election. The Corporation shall,
in advance of any meeting of stockholders, appoint one or more
inspectors to act at the meeting and make a written report
thereof. The Corporation may designate one or more persons as
alternate inspectors to replace any inspector who fails to act.
If no inspector or alternate is able to act at a meeting of
stockholders, the person presiding at the meeting shall appoint
one or more inspectors to act at the meeting. Each inspector,
before entering upon the discharge of his duties, shall take and
sign an oath faithfully to execute the duties of inspector with
strict impartiality and according to the best of his ability.
The inspectors shall (i) ascertain the number of shares
outstanding and the voting power of each, (ii) determine the
shares represented at a meeting and the validity of proxies and
ballots, (iii) count all votes and ballots, (iv) determine and
retain for a reasonable period a record of the disposition of any
challenges made to any determination by the inspectors, and (v)
certify their determination of the number of shares represented
at the meeting, and their count of all votes and ballots. The
inspectors may appoint or retain other persons or entities to
assist the inspectors in the performance of the duties of the
inspectors.
SECTION 6. List of Stockholders. The Secretary shall
prepare, at least ten days before every meeting of stockholders,
a complete list of the stockholders entitled to vote 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. Such list shall be open to the
examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at 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 be
produced and kept at the time and place of the meeting during the
whole time thereof and may be inspected by any stockholder
present.
SECTION 7. Polls. The date and time of the opening and the
closing of the polls for each matter upon which the stockholders
will vote at a meeting shall be announced at the meeting. No
ballot, proxies or votes, nor any revocations thereof or changes
thereto, shall be accepted by the inspectors after the closing of
the polls unless the Court of Chancery of the State of Delaware
upon application by a stockholder shall determine otherwise.
SECTION 8. Nomination and Stockholder Business.
(A) Annual Meetings of Stockholders. (1) Nominations of
persons for election to the Board of Directors of the Corporation
and the proposal of business to be considered by the stockholders
may be made (a) by or at the direction of the Board of Directors
pursuant to the Corporation's proxy statement or notice of
meeting or at the annual meeting of stockholders, or (b) other
than as permitted by Rule 14a-8 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), by any stockholder of the
Corporation at the annual meeting of stockholders, provided such
stockholder is entitled to vote at the meeting, has complied with
the notice and the other procedures set forth in this Section 8,
and was a stockholder of record at the time of giving of notice
provided for in this Section 8.
(2) For proposed nominees or other business to be
properly brought before an annual meeting by a stockholder
pursuant to clause (b) of paragraph (A)(1) of this Section 8, the
stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a stockholder's
notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not less than 120 days nor
more than 150 days prior to the first anniversary of the
preceding year's annual meeting; provided, however, that in the
event that the date of the annual meeting is advanced by more
than 30 days or delayed by more than 60 days from such
anniversary date, notice by the stockholder to be timely must be
so delivered not earlier than the 150th day prior to such annual
meeting and not later than the close of business on the later of
the 120th day prior to such annual meeting or the 10th day
following the day on which public announcement of the date of
such meeting is first made. Such stockholder's notice shall set
forth (a) as to each person whom the stockholder proposes to
nominate at the annual meeting for election or reelection as a
director all information relating to such person that is required
to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Exchange Act (including such person's
written consent to serving as a director if elected). Any
individual proposed to be nominated to the Board of Directors by
a stockholder pursuant to this procedure shall only become a
nominee for election to the Board of Directors if the stockholder
who has provided the notice, or his proxy, presents such
individual as a nominee at the annual meeting; (b) as to any
other business that the stockholder proposes to bring before the
meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such
business at the meeting and any material interest in such
business of such stockholder and the beneficial owner, if any, on
whose behalf the proposal is made; and (c) as to the stockholder
giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made (i) the name and
address of such stockholder, as it appears on the Corporation's
books, and of such beneficial owner and (ii) the class and number
of shares of the Corporation which are owned beneficially and of
record by such stockholder and such beneficial owner.
(3) Notwithstanding anything in the second sentence of
paragraph (A)(2) of this Section 8 to the contrary, in the event
that the number of directors to be elected to the Board of
Directors of the Corporation is increased and there is no public
announcement naming all of the nominees for Director or
specifying the size of the increased Board of Directors made by
the Corporation at least 70 days prior to the first anniversary
of the preceding year's annual meeting, a stockholder's notice
required by this Section 8 shall also be considered timely, but
only with respect to proposed nominees for any new positions
created by such increase, if it shall be delivered to the
Secretary at the principal executive offices of the Corporation
not later than the close of business on the 10th day following
the day on which such public announcement is first made by the
Corporation.
(B) Special Meetings of Stockholders. Only such business
shall be conducted at a special meeting of stockholders as shall
have been brought before the meeting pursuant to the
Corporation's proxy statement or notice of meeting. Nominations
of persons for election to the Board of Directors at a special
meeting of stockholders at which directors are to be elected may
be made (a) by or at the direction of the Board of Directors
pursuant to the Corporation's proxy statement or notice of
meeting or at the meeting, or (b) at the meeting by any
stockholder of the Corporation who is a stockholder of record at
the time of giving of notice provided for in this paragraph (B)
of Section 8, who shall be entitled to vote at the meeting and
who complies with the procedures set forth in clause (a) of
paragraph (A)(2) of of this Section 8. Stockholder's notice
required by this paragraph (B) of this Section 8 shall be
delivered to the Secretary at the principal executive offices of
the Corporation not earlier than the 150th day prior to such
special meeting and not later than the close of business on the
later of the 120th day prior to such special meeting or the 10th
day following the day on which public announcement is first made
of the date of the special meeting and of the nominees proposed
by the Board of Directors to be elected at such meeting.
(C) General. (1) Only such persons who are nominated in
accordance with the procedures set forth in this Section 8 shall
be eligible to serve as directors and only such business shall be
conducted at a meeting of stockholders as shall have been brought
before the meeting in accordance with the procedures set forth in
this Section 8. The Chairman of the meeting shall have the power
and duty to determine whether a nomination or any business
proposed to be brought before the meeting was made in accordance
with the procedures set forth in this Section 8 and, if any
proposed nomination or business is not in compliance with this
Section 8, to declare that such defective nomination or proposal
shall be disregarded.
(2) For purposes of this Article II, "public
announcement" shall mean disclosure in a press release reported
by the Dow Jones News Service, Associated Press or comparable
national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant
to Sections 13, 14 or 15(d) of the Exchange Act.
(3) Notwithstanding anything set forth herein to the
contrary, any stockholder may submit a notice delivered to the
Secretary at the principal executive offices of the Corporation
containing names of individuals for the Board of Directors to
consider as potential nominees to the Board of Directors at the
next meeting of stockholders called for the purpose of electing
directors. In connection with such notice, the stockholder shall
provide the information required in clause (a) of paragraph
(A)(2) of this Section 8, including, the written consent of each
individual to be named in the Corporation's proxy statement or
notice of meeting if the Board of Directors, in its sole
discretion, determines to nominate such individual. Any such
notice provided by a stockholder must be timely received by the
Corporation to enable the Board of Directors to review the
qualifications of any person to be considered for a nomination.
For purposes hereof, the notice shall be deemed timely if it is
delivered to the Secretary of the Corporation within the time
periods required for notices of stockholder proposals as set
forth in Rule 14a-8 of the Exchange Act.
(4) Nothing in this Section 8 shall be deemed to
affect any rights of stockholders to request inclusion of
proposals in the Corporation's proxy statement or notice of
meeting pursuant to Rule 14a-8 of the Exchange Act.
(5) Notwithstanding the foregoing provisions of this
Section 8, a stockholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this
Section 8.
ARTICLE III.
BOARD OF DIRECTORS.
SECTION l. General Powers. The business and affairs of
this Corporation shall be managed under the direction of the
Board.
NUMBER. The number of directors shall be fixed from
time to time by resolution of the Board.
TENURE. The directors shall be elected at the annual
meeting of stockholders. Each director shall hold office until
his successor is elected and qualified or until his earlier
resignation or removal.
VACANCIES. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office
though less than a quorum.
SECTION 2. Annual Meetings of the Board. The annual
meeting of the Board shall be held following the annual meeting
of stockholders and shall be a meeting of the directors elected
at such meeting of stockholders. No notice shall be required.
SECTION 3. Regular Meetings of the Board. Regular meetings
of the Board shall be held at such times and places as the Board
may fix. No notice shall be required.
SECTION 4. Special Meetings of the Board. Special meetings
of the Board shall be held whenever called by the President,
Chief Executive Officer, or any four or more directors. At least
twenty-four hours written or oral notice of each special meeting
shall be given to each director. If mailed, notice must be
deposited in the United States mail at least seventy-two hours
before the meeting.
SECTION 5. Quorum. A majority of the members of the Board
if the total number is odd or one-half thereof if the total
number is even shall constitute a quorum for the transaction of
business, but if at any meeting of the Board there is less than a
quorum the majority of those present may adjourn the meeting from
time to time until a quorum is present. At any such adjourned
meeting, a quorum being present, any business may be transacted
which might have been transacted at the original meeting.
Except as otherwise provided by law, the Certificate of
Incorporation, or the bylaws, all actions of the Board shall be
decided by vote of a majority of those present.
SECTION 6. Committees. The Board may, by resolution passed
by a majority of the entire Board, designate one or more
committees of directors which to the extent provided in the
resolution shall have and may exercise powers and authority of
the Board in the management of the business and affairs of the
Corporation.
SECTION 7. Action Without a Meeting. Any action required
or permitted to be taken at any meeting of the Board or of any
committee thereof may be taken without a meeting if all the
members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the Board or committee.
ARTICLE IV.
OFFICERS.
SECTION l. Officers. The General Officers of the
Corporation shall be a Chairman of the Board, a Chief Executive
Officer, a President, such number of Executive Vice Presidents,
Group Executives or Senior Vice Presidents as may be determined
by the Board, a Secretary and a Treasurer. The Chairman and
President shall be directors.
The Board may from time to time designate, employ, or
appoint such other officers and assistant officers, agents,
employees, counsel, and attorneys at law or in fact as it shall
deem desirable for such periods and on such terms as it may deem
advisable, and such persons shall have such titles, only such
power and authority, and perform such duties as the Board may
determine.
SECTION 2. Duties of Chairman of the Board. The Chairman
shall sign and issue, jointly with the President, all reports to
the stockholders and shall preside at all meetings of
stockholders and of the Board. He shall, in general, perform
duties incident to the office of Chairman as may be prescribed by
the Board.
SECTION 3. Duties of Chief Executive Officer. At each
annual meeting of the Board, or other meeting at which General
Officers are or may be elected, the Board shall designate the
Chairman or the President as the Chief Executive Officer of the
Corporation. The Chief Executive Officer shall have general
authority over all matters relating to the business and affairs
of the Corporation subject to the control and direction of the
Board. In the absence or inability of the Chief Executive
Officer to act, the Chairman of the Executive Committee of the
Board shall perform the duties of the Chief Executive Officer.
SECTION 4. Duties of President. The President shall, in
general, perform all duties incident to the office of President
and shall perform such other duties as may be prescribed by the
Board. In the absence or inability of the Chairman to act, the
President shall perform the duties of the Chairman."
SECTION 5. Duties of Executive Vice President, Group
Executives and Senior Vice Presidents. Each Executive Vice
President, Group Executive and Senior Vice President shall have
such powers and perform such duties as may be prescribed by the
Chief Executive Officer of the Corporation or the Board. The
order of seniority, if any, among the Executive Vice Presidents,
Group Executives and Senior Vice Presidents shall be as
designated from time to time by the Chief Executive Officer of
the Corporation. In the absence or inability of the Chairman and
the President to act, the senior of the Executive Vice
Presidents, Group Executives and Senior Vice Presidents, if one
has been so designated, shall perform the duties of the
President. In the absence of any such designation, the director
who is the acting Chairman of the Executive Committee of the
Board of Directors shall assume the duties of the President for
such time period as required.
SECTION 6. Duties of Secretary. The Secretary shall record
the proceedings of meetings of the stockholders and directors,
give notices of meetings, and shall, in general, perform all
duties incident to the office of Secretary and such other duties
as may be prescribed by the Board.
SECTION 7. Duties of Treasurer. The Treasurer shall have
custody of all funds, securities, evidences of indebtedness, and
other similar property of the Corporation, and shall, in general,
perform all duties incident to the office of Treasurer and such
other duties as may be prescribed by the Board."
ARTICLE V.
MISCELLANEOUS PROVISIONS.
SECTION l. Waiver of Notice. Whenever notice is required
to be given, a written waiver thereof signed by the person
entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to notice. Attendance of a
person at a meeting shall constitute a waiver of notice of such
meeting, except when the person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully
called or convened.
SECTION 2. Record Date. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or
entitled to receive payment of any dividend or other distribution
or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board may fix, in
advance, a record date, which shall not be more than sixty nor
less than ten days before the date of such meeting, nor more than
sixty days prior to any other action; except that the
establishment of a record date for determination of stockholders
entitled to express consent to corporate action in writing
without a meeting shall be established pursuant to Article VII of
the bylaws.
ARTICLE VI.
EMERGENCY BYLAWS.
SECTION l. When Operative. Notwithstanding any different
provision in the preceding Articles of the bylaws or in the
Certificate of Incorporation, the emergency bylaws provided in
this Article VI shall be operative during any emergency resulting
from an attack on the United States or on a locality in which the
Corporation conducts its business or customarily holds meetings
of its Board or its stockholders, or during any nuclear or atomic
disaster, or during the existence of any catastrophe, or other
similar emergency condition, as a result of which a quorum of the
Board or a standing committee thereof cannot readily be convened
for action.
SECTION 2. Board Meetings. During any such emergency, a
meeting of the Board may be called by any director or, if
necessary, by any officer who is not a director. The meeting
shall be held at such time and place, within or without Cook
County, Illinois, specified by the person calling the meeting and
in the notice of the meeting which shall be given to such of the
directors as it may be feasible to reach at the time and by such
means as may be feasible at the time, including publication or
radio. Such advance notice shall be given as, in the judgment of
the person calling the meeting, circumstances permit. Two
directors shall constitute a quorum for the transaction of
business. To the extent required to constitute a quorum at the
meeting, the officers present shall be deemed, in order of rank
and within the same rank in order of seniority, directors for the
meeting.
SECTION 3. Amendments to Emergency Bylaws. These emergency
bylaws may be amended, either before or during any emergency, to
make any further or different provision that may be practical and
necessary for the circumstances of the emergency.
ARTICLE VII.
CONSENTS TO CORPORATE ACTION.
SECTION 1. Action by Written Consent. Unless otherwise
provided in the Certificate of Incorporation, any action which is
required to be or may be taken at any annual or special meeting
of stockholders of the Corporation, subject to the provisions of
Sections (2) and (3) of this Article VII, may be taken without a
meeting, without prior notice and without a vote if a consent in
writing, setting forth the action so taken, shall have been
signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize
or to take such action at a meeting at which all shares entitled
to vote thereon were present and voted; provided, however, that
prompt notice of the taking of the corporate action without a
meeting and by less than unanimous written consent shall be given
to those stockholders who have not consented in writing.
SECTION 2. Determination of Record Date for Action by
Written Consent. The record date for determining stockholders
entitled to express consent to corporate action in writing
without a meeting shall be fixed by the Board of Directors of the
Corporation. Any stockholder seeking to have the stockholders
authorize or take corporate action by written consent without a
meeting shall, by written notice to the Secretary, request the
Board of Directors to fix a record date. Upon receipt of such a
request, the Secretary shall, as promptly as practicable, call a
special meeting of the Board of Directors to be held as promptly
as practicable. At such meeting, the Board of Directors shall
fix a record date as provided in Section 213(b) (or its successor
provision) of the Delaware General Corporation Law; that record
date, however, shall not be more than 10 days after the date upon
which the resolution fixing the record date is adopted by the
Board nor more than 15 days from the date of the receipt of the
stockholder's request. Notice of the record date shall be
published in accordance with the rules and policies of any stock
exchange on which securities of the Corporation are then listed.
Should the Board fail to fix a record date as provided for in
this Section 2, then the record date shall be the day on which
the first written consent is duly delivered pursuant to Section
213(b) (or its successor provision) of the Delaware General
Corporation Law, or, if prior action is required by the Board
with respect to such matter, the record date shall be at the
close of business on the day on which the Board adopts the
resolution taking such action.
SECTION 3. Procedures for Written Consent. In the event of
the delivery to the Corporation of a written consent or consents
purporting to represent the requisite voting power to authorize
or take corporate action and/or related revocations, the
Secretary of the Corporation shall provide for the safekeeping of
such consents and revocations and shall promptly engage
nationally recognized independent inspectors of elections for the
purpose of promptly performing a ministerial review of the
validity of the consents and revocations. No action by written
consent without a meeting shall be effective until such
inspectors have completed their review, determined that the
requisite number of valid and unrevoked consents has been
obtained to authorize or take the action specified in the
consents, and certified such determination for entry in the
records of the Corporation kept for the purpose of recording the
proceedings of meetings of stockholders.
U:\LAW\EDGAR\IBYLAWS.AS1
Dates Referenced Herein and Documents Incorporated by Reference
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This ‘10-Q’ Filing | | Date | | First | | Last | | | Other Filings |
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Filed on: | | 8/14/98 | | | | | | | 8-K |
For Period End: | | 6/30/98 | | | | | | | 8-K |
| | 6/4/98 | | 1 |
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