Registration Statement of a Foreign Private Issuer for Securities Issued in a Business-Combination Transaction — Form F-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: F-4 Registration Statement of a Foreign Private Issuer 251 1.21M
for Securities Issued in a
Business-Combination Transaction
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, 41 134K
Liquidation or Succession
11: EX-2.10 Plan of Acquisition, Reorganization, Arrangement, 6 19K
Liquidation or Succession
12: EX-2.11 Plan of Acquisition, Reorganization, Arrangement, 148 423K
Liquidation or Succession
13: EX-2.12 Plan of Acquisition, Reorganization, Arrangement, 71 176K
Liquidation or Succession
3: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, 50 127K
Liquidation or Succession
4: EX-2.3 Plan of Acquisition, Reorganization, Arrangement, 66 158K
Liquidation or Succession
5: EX-2.4 Plan of Acquisition, Reorganization, Arrangement, 66 161K
Liquidation or Succession
6: EX-2.5 Plan of Acquisition, Reorganization, Arrangement, 35 60K
Liquidation or Succession
7: EX-2.6 Plan of Acquisition, Reorganization, Arrangement, 12 25K
Liquidation or Succession
8: EX-2.7 Plan of Acquisition, Reorganization, Arrangement, 9 25K
Liquidation or Succession
9: EX-2.8 Plan of Acquisition, Reorganization, Arrangement, 10 23K
Liquidation or Succession
10: EX-2.9 Plan of Acquisition, Reorganization, Arrangement, 9 25K
Liquidation or Succession
14: EX-3.1 Articles of Incorporation/Organization or By-Laws 39 106K
15: EX-3.2 Articles of Incorporation/Organization or By-Laws 26 85K
16: EX-3.3 Articles of Incorporation/Organization or By-Laws 14 56K
17: EX-3.4 Articles of Incorporation/Organization or By-Laws 26 70K
18: EX-4.1 Instrument Defining the Rights of Security Holders 129 533K
19: EX-4.3 Instrument Defining the Rights of Security Holders 20 91K
20: EX-5.1 Opinion re: Legality 4 21K
21: EX-10.1 Material Contract 28 123K
30: EX-10.10 Material Contract 1 15K
31: EX-10.11 Material Contract 1 15K
32: EX-10.12 Material Contract 8 33K
22: EX-10.2 Material Contract 107 523K
23: EX-10.3 Material Contract 34 120K
24: EX-10.4 Material Contract 23 62K
25: EX-10.5 Material Contract 54 144K
26: EX-10.6 Material Contract 29 56K
27: EX-10.7 Material Contract 28 54K
28: EX-10.8 Material Contract 10 46K
29: EX-10.9 Material Contract 1 15K
33: EX-12.1 Statement re: Computation of Ratios 3± 24K
34: EX-21.1 Subsidiaries of the Registrant 14 47K
35: EX-23.2 Consent of Experts or Counsel 1 14K
36: EX-24.1 Power of Attorney 9 45K
37: EX-25.1 Form T-1 5 29K
38: EX-99.1 Miscellaneous Exhibit 15 78K
39: EX-99.2 Miscellaneous Exhibit 3 21K
EX-3.2 — Articles of Incorporation/Organization or By-Laws
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Exhibit 3.2
BY-LAWS
OF
CORROON & BLACK CORPORATION
AS AMENDED
DECEMBER 6, 1989
CORROON & BLACK CORPORATION
BY-LAWS
ARTICLE I.
OFFICES.
The Corporation shall maintain a registered office in the State of Delaware. In
addition, the Corporation may maintain such other offices and places of
business, both within and without the State of Delaware, as the Board of
Directors may determine or as the business and affairs of the Corporation may
require.
ARTICLE II.
MEETINGS OF STOCKHOLDERS.
SECTION 1. PLACE OF MEETING. All meetings of the stockholders of the
Corporation shall be held at such place, within or without the State of
Delaware, as the Board of Directors shall determine.
SECTION 2. ANNUAL MEETINGS. The annual meeting of the stockholders for the
election of directors and for the transaction of such other business as may come
before the meeting shall be held on the last Thursday of April in each year, or
on such other date as may be fixed by resolution of the Board of Directors and
set forth in the notice of such meeting. At any such meeting or any adjournment
thereof, the stockholders shall elect a Board of Directors and transact any
other business authorized or required to be transacted by the stockholders.
SECTION 3. SPECIAL MEETINGS. Special meetings of the stockholders may be
called at any time by the Chairman of the Board, the Chairman of the Executive
Committee, the President or by order of the Board of Directors or of the
Executive Committee.
SECTION 4. NOTICE OF MEETINGS. Except as otherwise provided by statute,
written notice stating the place, day and hour of the meeting, and in the case
of a special meeting the purpose or purposes for which the meeting is called,
shall be given not less than ten (1O) nor more than sixty (60) days before such
meeting to each stockholder of record at such address as may appear on the stock
books of the Corporation.
SECTION 5. RECORD DATE. In order to determine the stockholders entitled to
notice of or to vote at any meeting of the 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 of Directors may fix, in advance, a record date which shall
not be more than sixty (60) nor less than ten (10) days before the date of such
meeting, and no more than sixty (60) days prior to any other action.
If no record date is fixed by the Board of Directors, the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice of the meeting is given or at the close of business on the day
next preceding the day on which the meeting is held, and such date for any other
purpose shall be the date on which the Board of Directors adopts the resolution
relating thereto. 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 6. LIST OF STOCKHOLDERS. The Secretary shall prepare, at least ten
(10) days before every meeting of stockholders, a complete list of the
stockholders entitled to vote, arranged in alphabetical order and showing the
address of each stockholder and the number of shares registered in his name. For
said ten (10) days such list shall be open to the examination of any stockholder
for any purpose germane to the meeting, during normal business hours, either at
a place within the city where said election is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place of
the meeting. The list shall also be produced and kept at the time and place of
any meeting during the whole time thereof, and subject to the inspection of any
stockholder who may be present.
SECTION 7. QUORUM. At all meetings of the stockholders, the holders of a
majority of the issued and outstanding stock of the Corporation entitled to vote
thereat, present either in person or by proxy, shall constitute a quorum for the
transaction of business except where otherwise provided by law, by the
Certificate of Incorporation or by these by-laws. In the absence of a quorum,
the presiding officer of the meeting shall have the power to adjourn the meeting
from time to time without notice other than announcement at the meeting until
the requisite amount of stock shall be represented. At any such adjourned
meeting at which a quorum may be present any business may be transacted which
might have been transacted at the meeting as originally called.
SECTION 8. ORGANIZATION. At every meeting of the stockholders the Chairman
of the Board, or in his absence, the President, or in the absence of both, the
Chairman of the Executive Committee or in the absence of all three, any Vice
President, or in the absence of all of said persons, a chairman
chosen by the stockholders present in person and by proxy and entitled to vote
thereat, by majority vote, shall act as chairman. To the maximum extent
permitted by law, such chairman shall have the power to set procedural rules
governing all aspects of the meeting, including the order of business.
SECTION 9. VOTING. Except as provided in the Certificate of Incorporation,
each stockholder entitled to vote in accordance with the terms of the
Certificate of Incorporation and in accordance with the provisions of these
by-laws shall be entitled to one vote, in person or by proxy, for each share of
stock entitled to vote held by such stockholder, but no proxy shall be voted
after three years from its date unless such proxy provides for a longer period.
The vote for directors and, upon demand of any stockholder, the vote upon any
questions before the meeting shall be by ballot. All matters shall be decided by
a majority of shares present in person or by proxy and entitled to vote, except
as otherwise provided by law, the Certificate of Incorporation or by these
by-laws.
SECTION 10. INSPECTORS OF ELECTION. All elections of directors and all
votes where a ballot is required shall be conducted by two inspectors of
election who shall be appointed by the Board of Directors; but in the absence of
such appointment by the Board of Directors, the chairman of the meeting shall
appoint such inspectors who shall not be directors or candidates for the office
of director.
ARTICLE III.
BOARD OF DIRECTORS.
SECTION 1. GENERAL POWERS. The property, affairs and business of the
Corporation shall be managed by the Board of Directors.
SECTION 2. NUMBER, QUALIFICATION AND TERM OF OFFICE. The number of
directors shall be not less than nine (9) nor more than seventeen (17), as may
be fixed from time to time by resolution of the Board of Directors. Directors
need not be stockholders. The term of office of each director, subject to the
provisions of the Certificate of Incorporation and except as herein limited,
shall be until the next annual meeting of stockholders following his election
and until his successor shall be duly elected and qualified or until his death,
or until he shall resign or shall have been removed in the manner hereinafter
provided in Section 11 of this Article.
SECTION 3. ELECTION OF DIRECTORS. The directors of the Corporation shall
be elected annually at the annual meeting of stockholders.
SECTION 4. QUORUM AND MANNER OF ACTING. Except as otherwise provided by
statute or by these by-laws, one-third of the number of directors at that time
fixed by resolution of the Board of Directors shall constitute a quorum for the
transaction of
business at any meeting, and the act of a majority of the directors present at
any meeting at which a quorum is present shall be the act of the Board of
Directors. In the absence of a quorum, a majority of the directors present may
adjourn any meeting from time to time until a quorum be available. Notice of any
adjourned meeting need not be given.
SECTION 5. PLACE OF MEETINGS, OFFICES AND RECORDS. The Board of Directors
may have one or more offices and keep the books and records of the Corporation
within or without the State of Delaware, and may hold its meetings at such
places as the Board may determine from time to time.
SECTION 6. ANNUAL MEETING. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business, as soon as practicable after each annual election of directors on the
same day and at the same place at which regular meetings of the Board are held
and notice of such meeting need not be given; such meeting, however, may be held
at any other time or place which shall be specified in a notice given as
hereinafter provided for special meetings of the Board of Directors or in a
waiver of notice thereof signed by all the directors.
SECTION 7. REgULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such places and at such times as the Board shall from time to
time by resolution determine. If any day fixed for a regular meeting shall be a
legal holiday at the place where the meeting is to be held, then the meeting
which would otherwise be held on that day shall be held at the same hour on the
next succeeding business day not a legal holiday. Notice of regular meetings
need not be given.
SECTION 8. SPECIAL MEETINGS; NOTICE. Special meetings of the Board of
Directors shall be held whenever called by the Chairman of the Board or by the
Chairman of the Executive Committee or by the President or by order of the
Executive Committee. Notice of each such meeting shall be mailed to each
director addressed to such director at his residence or his usual place of
business at least two days prior to such meeting or shall be sent to each
director by telegram, by telephone, by facsimile transmission, radio or cable,
or personally, at least twenty-four (24) hours before the meeting is to be held.
Every such notice shall state the time and place of the meeting but need not
state the purposes thereof except as otherwise expressly provided in these
by-laws. Notice of any meeting of the Board need not be given to any director,
however, if waived by him in writing or by telegraph or cable, whether before or
after such meeting is to be held, or if he shall be present at the meeting; and
any meeting of the Board shall be a legal meeting without any notice thereof
having been given, if all of the directors shall be present thereat.
SECTION 9. ORGANIZATION. At each meeting of the Board of Directors, the
Chairman of the Board, or in his absence the President, or in the absence of
both, the Chairman of the Executive Committee, or in the absence of all three,
any Vice
President chosen by a majority of the Directors present, or in the absence of
all of said persons, a director chosen by a majority of the Directors present,
shall act as chairman. To the maximum extent permitted by law, such chairman
shall have the power to set procedural rules governing all aspects of the
meeting, including the order of business.
SECTION 10. RESIGNATIONS. Any director of the Corporation may resign at
any time upon written notice to the Corporation. The resignation of any director
shall take effect at the time specified therein; and unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.
SECTION 11. REMOVAL OF DIRECTORS. Subject to the provisions of the
Certificate of Incorporation, any director may be removed, either with or
without cause, at any time by the affirmative vote of a majority in interest of
the holders of record of the stock having voting power at any meeting of the
stockholders called for the purpose; and the vacancy in the Board caused by any
such removal may be filled at such meeting by the stockholders entitled to vote
thereat.
SECTION 12. VACANCIES. Any vacancy in the Board of Directors caused by
death, resignation, removal, disqualification, an increase in the number of
directors, or any other cause, may be filled by the majority vote of the
remaining directors then in office or by the stockholders of the Corporation at
the next annual meeting or any special meeting called for the purpose and each
director so elected, shall, except as otherwise provided, hold office for a term
to expire at the next annual election of directors, and until his successor
shall be duly elected and qualified, or until his death or until he shall resign
or shall have been removed in the manner provided in Section 11 of this Article.
SECTION 13. FEES. Each director shall be paid such fee, if any, as shall
be fixed by the Board of Directors, for each meeting of the Board which he shall
attend and in addition such transportation and other expenses actually and
reasonably incurred by him in going to the meeting and returning therefrom.
SECTION 14. MEETINGS BY CONFERENCE TELEPHONE. The Board of Directors and
any committee designated by the Board may participate in a meeting of the Board
or such committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this subsection shall
constitute presence in person at such meeting.
ARTICLE IV.
COMMITTEES.
SECTION 1. EXECUTIVE COMMITTEE. The Board of Directors, by
a resolution passed by a majority of the whole Board, may designate such number
of their members, not less that two (2), as it may from time to time determine,
to constitute and Executive Committee, each member of which, unless otherwise
determined by the Board, shall continue to be a member thereof until the
expiration of his term of office as a director. The Chairman of the Executive
Committee or, in his absence, the Chairman of the Board, or in the absence of
both, the President, shall preside at meetings of the Executive Committee and
the Secretary of the Corporation shall act as secretary thereof.
The Board may designate one or more directors as alternate members of the
Executive Committee who may replace any absent or disqualified member at any
meeting of the Committee. In the absence or disqualification of a member of the
Executive Committee, the member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in place of any such absent or disqualified member. The Board of
Directors shall have power to change the members of the Executive Committee at
any time, to fill vacancies, and to discharge such committee, either with or
without cause, at any time.
SECTION 2. POWERS. During the intervals between the meetings of the
directors, the Executive Committee shall have, and may exercise, all of the
powers of the Board of Directors in the management of the business and affairs
of the Corporation, including the power to authorize the issuance of stock of
the Corporation to employees of it or its subsidiaries, in such manner as the
Executive Committee shall deem for the proper interest of the Corporation in all
cases in which specific directions shall not have been given by the Board of
Directors, except that the Executive Committee shall not have the power or
authority in reference to amending the Certificate of Incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the Corporation's property and
assets, recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending the by-laws of the Corporation; and,
unless specifically authorized to do so by the Certificate of Incorporation,
these by-laws or by a resolution of the Board of Directors, no such committee
shall have the powers or authority to declare a dividend or to authorize the
issuance of stock.
All actions by the Executive Committee shall be reported to the Board of
Directors at its meeting next succeeding such action, and shall be subject to
revision or alteration by the Board of Directors; provided that no rights or
acts of third parties shall be affected by any such revision or alteration.
SECTION 3. PROCEDURE; MEETINGS; QUORUM. The Executive Committee shall fix
its owns rules of procedure, and shall meet at such times and at such place or
places as may be provided by
such rules, or by resolution of the Executive Committee or of the Board of
Directors. At every meeting of the Executive Committee the presence of at least
a majority of the members shall be necessary to constitute a quorum and the
affirmative vote of at least a majority of the members present shall be
necessary for the adoption by it of any resolution.
SECTION 4. OTHER COMMITTEES. The Board of Directors, by resolution passed
by a majority of the whole Board, may designate members of the Board to
constitute other committees, which shall in each case consist of such number of
directors and shall have and may exercise such powers as the Board may determine
and specify in the respective resolutions appointing them. A majority of all
members of any such committee may determine its action and fix the time and
place of its meetings, unless the Board of Directors shall otherwise provide.
The Board of Directors shall have power to change the members of any such
committee at any time, to fill vacancies, and to discharge any such committee,
either with or without cause, at any time.
SECTION 5. FEES. Each member of the Executive Committee and any other
committee shall be paid such fee, if any, as shall be fixed by the Board of
Directors or the Executive Committee for each meeting of the Executive Committee
and any other committee which he shall attend and in addition such
transportation and other expenses actually and reasonably incurred by him in
going to the meeting and returning therefrom.
ARTICLE V.
OFFICERS.
SECTION 1. OFFICERS. The officers of the Corporation shall be a Chairman
of the Board, a President, a Chief Executive Officer, a Chief Operating Officer,
one or more Vice Presidents, a Treasurer, a Controller and a Secretary and such
other officers as may be appointed in accordance with Section 4 of this Article.
One person may hold the offices and perform the duties of any two of said
offices, except those of: President and Vice President; Secretary and Assistant
Secretary; Vice President and Assistant Vice President; Controller and Assistant
Controller; or Treasurer and Assistant Treasurer.
SECTION 2. ELECTION, TERM OF OFFICE AND QUALIFICATION. The officers shall
be elected annually by the Board of Directors. Each officer, except such
officers as may be appointed in accordance with provisions of Section 4 of this
Article, shall hold office until his successor shall have been duly elected and
qualified in his stead, or until his death or until he shall gave resigned or
shall gave been removed in the manner hereinafter provided. The Chairman of the
Board and the President shall be chosen from among the Directors.
SECTION 3. DIVISION OFFICERS. The Board of Directors may by resolution
provide that any part of the business of the
Corporation shall be conducted under the name of a Division, or Divisions, with
such title or titles as shall be adopted by the Board; and provide for Division
officers, whose powers and duties, except as otherwise specifically provided by
resolution of the Board of Directors or the Executive Committee, shall be
limited to that part of the business of the Corporation which is conducted in
the name of the Division of which they are officers.
The officers of each Division so created by the Board shall be a
President, one or more Vice Presidents and a Treasurer. The Board of Directors
may also, at its discretion, elect a chairman of any division and define his
powers. The Board of Directors or the Executive Committee may also elect or
appoint subordinate officers of each Division as provided in Section 4 of this
Article. An officer elected or appointed as an officer of the Corporation
pursuant to this Article may also be elected or appointed an officer of any
Division or Divisions, with the same or a different title.
SECTION 4. SUBORDINATE OFFICERS. The Board of Directors or the Executive
Committee may from time to time elect or appoint such other officers of
committees as it may deem necessary for the conduct of the business of the
Corporation or of any Division thereof, including one or more Assistant Vice
Presidents, one or more Assistant Secretaries, one or more Assistant Controllers
and one or more Assistant Treasurers. Such officers and committees shall hold
office for such period, have such authority and perform such duties as provided
in these by-laws or as may be prescribed by the Board, the Executive Committee
of the officer making the appointment.
SECTION 5. REMOVAL AND RESIGNATION. Any officer may be removed, either
with or without cause, by the vote of a majority of the whole Board of Directors
at any meeting called for the purpose, or, except in the case of an officer
elected by the Board of Directors, by any committee or superior officer upon
whom the power of removal may be conferred by the Board of Directors or by these
by-laws.
Any officer may resign at any time by giving written notice of resignation
to the Corporation. Any such resignation shall take effect at the date of
receipt of such notice by the Corporation or at any later date specified or
provided for therein; and, unless otherwise specified therein, acceptance of
such resignation shall not be necessary to make it effective.
SECTION 6. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or for any other cause may be filled for
the unexpired portion of the term in the manner prescribed in there by-laws for
regular election or appointment to such office.
SECTION 7. CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside
at all meetings of stockholders and of the Board of Directors. He shall be a
member of the Executive
Committee, unless the Board of Directors shall, by resolution, otherwise
determine. He shall, at each annual meeting and from time to time, report to the
stockholders and to the Board of Directors all matters under his jurisdiction of
which he has knowledge, which the interest of the Corporation may require be
brought to their notice. In general, he shall perform all duties incident to the
office of Chairman of the Board and such of the duties as may be assigned him by
the Board of Directors or Executive Committee or as are prescribed by these
by-laws. In the absence or incapacity of the Chairman of the Board, his duties
as Chairman shall be performed by the President.
SECTION 8. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall have
the responsibility for carrying out the policies of the Board of Directors and,
subject to the control of the Board, shall provide general leadership in matters
of policy and planning and have general and active charge, control and
supervision of the property, business and affairs of the Corporation. The Chief
Executive Officer shall be either the Chairman of the Board or the President,
unless the Board of Directors shall, by resolution, otherwise determine.
SECTION 9. PRESIDENT. The President shall perform such duties as may from
time to time be assigned to him by the Board of Directors or the Executive
Committee. He shall be a member of the Executive Committee unless the Board of
Directors, shall, by resolution, otherwise determine. He shall at each annual
meeting and from time to time report to the stockholders and to the Board of
Directors all matters under his jurisdiction of which he has knowledge which the
interest of the Corporation may require to be brought to their notice. He shall,
in the absence of the Chairman of the Board, preside at all meetings of the
stockholders and of the Board of Directors.
SECTION 10. CHIEF OPERATING OFFICER. The Chief Operation Officer shall
assist the Chief Executive Officer in the control and supervision of the
property, business and affairs of the Corporation. The Chief Operating Officer
shall be either the President or a Vice-President unless the Board of Directors
shall, by resolution, otherwise determine.
SECTION 11. VICE PRESIDENTS. During the absence or disability of the
Chairman of the Board and the President to perform their duties or exercise
their powers as set forth in these by-laws or in the law under which the
Corporation exists, their powers shall be performed by a Vice President, and
when so acting, he shall have all the powers and be subject to all the
responsibilities hereby given to or imposed upon the officer for whom he is
acting. Any Vice President shall perform such other duties as may from time to
time be assigned to him by the Board of Directors, the Executive Committee, the
Chief Executive Officer of the Chief Operating Officer.
SECTION 12. ASSISTANT VICE PRESIDENTS. At the request of a Vice President
or in his absence or disability, any Assistant
Vice President shall have power to perform all the duties or the Vice President
and, when so acting, shall have all the powers of and be subject to all the
restrictions upon the Vice President. The Assistant Vice Presidents shall
perform such other duties as from time to time may be assigned to them by the
Board of Directors, the Executive Committee, the Chief Executive Officer, the
Chief Operating Officer or, in the case of Division officers, by the President
of the Division.
SECTION 13. THE SECRETARY. The Secretary shall keep or cause to be kept in
books provided for the purpose the minutes of the meetings of the stockholders,
of the Board of Directors and of the Executive Committee; shall see that all
notices are duly given in accordance with the provisions of these by-laws and as
required by law; shall be custodian of the records and of the seal of the
Corporation and see that the seal is affixed to all documents the execution of
which on behalf of the Corporation under its seal is duly authorized; shall keep
directly or through a transfer agent a register of the post office address of
each stockholder, and make all proper in such register, retaining and filing his
authority for all such entries; shall see that the books, reports, statements,
certificates and all other documents and records required by law are properly
kept and filed; and in general, the Secretary shall perform duties incident to
the office of Secretary and such other duties as my from time to time be
assigned to him by the Board of Directors or the Executive Committee, or by the
Chief Executive Officer or the Chief Operating Officer.
SECTION 14. ASSISTANT SECRETARIES. At the request of the Secretary or in
his absence or disability, any Assistant Secretary shall have power to perform
all the duties of the secretary and, when so acting, shall have all the powers
of, and be subject to all the restrictions upon, the Secretary. The Assistant
Secretaries shall perform such other duties as from time to time may be assigned
to them by the Board of Directors or the Executive Committee, or by the Chief
Executive Officer or the Chief Operating Officer.
SECTION 15. THE TREASURER. The Treasurer shall give such bond for the
faithful performance of his duties as the Board of Directors shall require. He
shall have charge and custody of, and be responsible for, all funds and
securities of the Corporation, and deposit all such funds in the name of the
Corporation in such banks, trust companies or other depositaries as shall be
selected in accordance with the provisions of these by-laws; at all reasonable
times exhibit his books of account and records of any corporation all of whose
stock except directors' shares is owned by the Corporation, to any of the
directors of the Corporation upon application during business hours at the
office of the Corporation, or such other corporation, where such books and
records are kept; render a statement of the condition of the finances of the
Corporation at all regular meetings of the Board of Directors, and a full
financial report at the annual meeting of the stockholders, if called upon to do
so; receive,
and give receipts for, moneys due and payable to the Corporation from any source
whatsoever; and in general, perform all the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned to him by
the Board of Directors or the Executive Committee, or the Chief Executive
Officer or the Chief Operating Officer.
SECTION 16. ASSISTANT TREASURERS. At the request of the Treasurer or in
his absence or disability, any Assistant Treasurer shall have power to perform
all the duties of the Treasurer, and when so acting, shall have all the powers
of, and be subject to all the restriction upon, the Treasurer. The Assistant
Treasurers shall perform such other duties as from time to time may be assigned
to them by the Board of Directors or the Executive Committee, or the Chief
Executive Officer or the Chief Operating Officer.
SECTION 17. CONTROLLER. The Controller shall be the chief accounting
officer of the Corporation. He shall keep or cause to be kept all books of
account and accounting records of the Corporation and shall render to the
Chairman, the President and the Board of Directors whenever they may require it,
a report of the financial condition of the Corporation. He shall have such other
powers and duties as shall be assigned to him by the Board of Directors or the
Executive Committee, or the Chief Executive Officer or the Chief Operating
Officer.
SECTION 18. ASSISTANT CONTROLLER. At the request of the Controller or in
his absence or disability, any Assistant Controller shall have power to perform
all the duties of the Controller, and when so acting, shall have all the powers
of, and be subject to all the restrictions upon, the Controller. The Assistant
Controller shall perform such other duties as from time to time may be assigned
to them by the Board of Directors or the Executive Committee, or the Chief
Executive Officer or the Chief Operating Officer.
SECTION 19. SALARIES. The salaries of the officers, including Division
officers, shall be fixed from time to time by the Board of Directors or a
committee designated by the Board. No officer shall be prevented from receiving
such salary by reason of the fact that he is also a director of the Corporation.
ARTICLE VI.
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
SECTION 1. CONTRACTS. The Board of Directors, or the Executive Committee,
except as in these by-laws otherwise provided, may authorize any officer or
officers, agent or agents, of the Corporation to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the
Corporation and such authority may be general or confined to specific instances;
and, unless so authorized by the Board of Directors or by the Executive
Committee or by these by-laws, no
officer, agent of employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable pecuniarily for any purpose or to any amount.
SECTION 2. LOANS. No loan shall be contracted on behalf of the
Corporation, and no negotiable paper shall be issued in its name, unless
authorized by the Board of Directors or by the Executive Committee. When so
authorized, the Chairman of the Board, the President or any Vice President, and
the Secretary or the Treasurer or any Assistant Secretary or any Assistant
Treasurer of the Corporation may effect loans and advances at any time for the
Corporation from any bank, trust company or other institution, or from any firm,
corporation or individual, and for such loans and advances may make, execute and
deliver promissory notes or other evidences of indebtedness of the Corporation
and, when authorized as aforesaid, as security for the payment of any and all
loans, advances, indebtedness and liabilities of the Corporation , may mortgage,
pledge, hypothecate or transfer any real or personal property at any time held
by the Corporation and to that end execute instruments of mortgage or pledge or
otherwise transfer such property. Such authority may be general or confined to
specific instances.
SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes, or other evidences of indebtedness issued in the name
of the Corporation, shall be signed by such officer or officers, employee or
employees, of the Corporation as shall from time to time be determined by the
Board of Directors or the Executive Committee.
SECTION 4. DEPOSITS. All funds of the Corporation shall be deposited from
time to time to the credit of the Corporation in such banks, trust companies or
other depositaries as the Board of Directors or the Executive Committee may from
time to time designate, or as may be designated by any officer or officers of
the Corporation to whom such power may be delegated by the Board of Directors,
or by the Executive Committee, and for the purpose of such deposit, the Chairman
of the Board, the President, or any Vice President, or the Treasurer, or any
Assistant Treasurer, or the Secretary, or any Assistant Secretary, may endorse,
assign and deliver checks, drafts, and other orders for the payment of money
which are payable to the order of the Corporation.
SECTION 5. GENERAL AND SPECIAL BANK ACCOUNTS. The Board of Directors or
the Executive Committee may from time to time authorize the opening and keeping
with such bank, trust companies or other depositaries as it may designate of
general and special bank accounts, and may make such special rules and
regulations, with respect thereto, not inconsistent with the provisions of these
by-laws, as it may deem expedient.
SECTION 6. PROXIES. Except as otherwise in these by-laws or in the
Certificate of Incorporation of the Corporation provided, and unless otherwise
provided by resolution of the
Board of Directors, or of the Executive Committee, the chairman of the Board,
the President or any Vice President may from time to time appoint an attorney or
attorneys or agent or agents, of the Corporation, in the name and on behalf of
the Corporation to cast the votes which the Corporation may be entitled to cast
as a stockholder or otherwise in any other corporation any of whose stock or
other securities may be held by the Corporation, at meetings of the holders of
the stock or other securities of such other corporations, or to consent in
writing to any action by such other corporation, and may instruct the person or
persons so appointed as to the manner of casting such votes or giving such
consent, and may execute or cause to be executed in the name and on behalf of
the Corporation and under its corporate seal, or otherwise, all such written
proxies or other instruments as he may deem necessary or proper in the premises.
ARTICLE VII.
SHARES AND THEIR TRANSFER.
SECTION 1. CERTIFICATES OF STOCK. Certificates for shares of the capital
stock of the Corporation shall be numbered and shall be entered in the books of
the Corporation as they are issued. They shall exhibit the holder's name and
certify the number of shares owned by him and shall be signed by, or in the name
of the Corporation by the Chairman of the Board, the President or a Vice
President and the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary of the Corporation; provided, however that where any such
certificate is signed by a transfer agent acting on behalf of the Corporation or
by a registrar, any and all other signatures on the certificates may be
facsimiled, printed or engraved.
The stock record books and the blank stock certificate books shall be kept
by the Secretary or by a transfer agent or by any other officer or agent
designated by the Board of Directors or by the Executive Committee.
SECTION 2. TRANSFER OF STOCK. Transfers of shares of the capital stock of
the Corporation shall be make only on the books of the Corporation by the holder
thereof, or by his attorney thereunto authorized by a power of attorney duly
executed and filed with the Secretary of the Corporation, or a transfer agent of
the Corporation, if any, and on surrender of the certificate or certificates for
such shares properly endorsed. A person in whose name shares of stock stand on
the books of the Corporation shall be deemed the owner thereof as regards the
corporation, and upon any transfer of shares of stock the person or persons into
whose name or names such shares shall have been transferred on the books of the
Corporation shall be substituted for the person or persons out of whose name or
names such shares shall have been transferred, with respect to all rights,
privileges and obligations of holders of stock of the Corporation and as against
the Corporation or any other person or persons. The term "person" or "persons"
wherever used therein shall be deemed to include any firm, corporation or
association. Whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact, if known to the Secretary or to said
transfer agent, shall be so expressed in the entry of transfer.
SECTION 3. ADDRESSES OF STOCKHOLDERS. Each stockholder shall designate to
the Secretary of the Corporation an address at which notices of meetings and all
other corporate notices may be served or mailed to him, and if any stockholder
shall fail to designate such address, corporate notices may be served upon him
by mail directed to him at his last known post office address.
SECTION 4. LOST, STOLEN, DESTROYED AND MUTILATED CERTIFICATES. The holder
of any stock of the Corporation shall immediately notify the Corporation of any
loss, theft, destruction or mutilation of the certificate therefor, and the
Board of Directors or the Executive Committee may, in its discretion, cause to
be issued to him a new certificate or certificates of stock, upon the surrender
of the mutilated certificate or, in case of loss, theft, or destruction of the
certificate, upon satisfactory proof of such loss, theft, or destruction, and,
the Board of Directors or the Executive Committee may, in its discretion,
require the owner of the lost, stolen or destroyed certificate or his legal
representative to give the Corporation an adequate bond, and with such surety or
sureties, as it may direct, to indemnify the Corporation against any claim that
may be made against it on account of alleged loss, theft or destruction of any
such certificate.
SECTION 5. TRANSFER AGENT AND REGISTRAR; REGULATION. The Corporation
shall, if and whenever the Board of Directors or the Executive Committee shall
so determine, maintain one or more transfer offices or agencies, each in charge
of a transfer agent designated by the Board of Directors of by the Executive
Committee, where the shares of the capital stock of the Corporation shall be
directly transferable, and also one or more registry offices, each in charge of
a Registrar designated by the Board of Directors or by the Executive Committee,
where such shares of stock shall be registered, and no certificate for shares of
the capital stock of the Corporation, in respect of which a Transfer Agent or
Registrar shall have been designated, shall be valid unless countersigned by
such Transfer agent and registered by such Registrar. The Board of Directors or
the Executive Committee may also make such additional rules and regulations as
it may deem expedient concerning the issue, transfer and registration of
certificates for shares of the capital stock of the Corporation.
SECTION 6. EXAMINATION OF BOOKS BY STOCKHOLDERS. The Board of Directors or
the Executive Committee shall, subject to the laws of the State of Delaware,
have power to determine from time to time whether and to what extent and under
what conditions and regulations the accounts and books of the Corporation, or
any of them, shall be open to the inspection of the stockholders; and no
stockholder shall have any right to inspect any book or document of the
Corporation, except as conferred by the laws of the State of Delaware, unless
and until authorized so to do by resolution of the Board of Directors or the
Executive Committee or of the stockholders of the Corporation.
ARTICLE VIII.
DIVIDENDS, SURPLUS, ETC.
Subject to the provisions of the Certificate of Incorporation and any
restrictions imposed by statute, the Board of Directors may declare dividends
from the net assets of the Corporation in excess of its capital, or out of net
profits or out of any funds at the time legally available for the declaration of
dividends, (hereinafter referred to as "surplus or net profits") whenever, and
in such amounts as, in its sole
discretion, the condition of the affairs of the Corporation shall render
advisable. The Board of Directors in its sole discretion may in accordance with
law from time to time set aside from surplus or net profits such sum or sums as
it, in its absolute discretion, may think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for the purpose of maintaining or
increasing the property or business of the Corporation, or for any other purpose
it may think conductive to the best interests of the Corporation.
ARTICLE IX.
INDEMNIFICATION.
SECTION 1. RIGHT TO INDEMNIFICATION. The Corporation shall to the fullest
extent permitted by applicable law indemnify any person who is or was a director
or officer of the Corporation (the "Indemnity") and who is or was involved in
any manner (including, without limitation, as a party or a witness) or is
threatened to be made so involved in any threatened, pending or completed
investigation, claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative (including, without limitation, any action, suit
or proceeding by or in the right of the Corporation to procure a judgment in its
favor) (a "Proceeding") by reason of the fact that he is or was a director or
officer of the Corporation or is or was serving, at the request of the
Corporation, as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise (including, without
limitation, any employee benefit plan) against all expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonable incurred by him in connection with such Proceeding; provided,
however, that except for a Proceeding initiated by a person pursuant to Section
4(d) hereof, seeking to enforce such person's right to indemnification
hereunder, the Corporation shall indemnify a person in connection with a
Proceeding (or part thereof) initiated by such person only if such Proceeding
(or part thereof) has been approved by the Board of Directors of the
Corporation. The indemnification provided for in this Article shall be a
contract right and shall include the right to receive payment in advance of any
expenses incurred by the Indemnity in connection with such Proceeding,
consistent with the provisions of applicable law. The Corporation, by action of
its Board of Directors, may provide indemnification to employees and agents of
the Corporation and to any person serving, at the request of the Corporation, as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise (including, without limitation, any
employee benefit plan) in the same manner and with the same scope and effect as
that provided to any Indemnity pursuant to this Article.
SECTION 2. INSURANCE, CONTRACTS AND FUNDING. The Corporation may purchase
and maintain insurance to protect itself and any Indemnity against any expenses,
judgments, fines and
amounts paid in settlement as specified in Section 1 of this Article or incurred
by any Indemnity in connection with any Proceeding referred to in Section 1 of
this Article, to the fullest extent permitted by applicable law as then in
effect. The Corporation may enter into contracts with any Indemnity in
furtherance of the provisions of this Article and may create a trust fund, grant
a security interest or use other means (including, without limitation, a letter
of credit) to ensure the payment of such amounts as may be necessary to effect
indemnification as provided by this Article.
SECTION 3. INDEMNIFICATION; NOT EXCLUSIVE RIGHT. The right of
indemnification provided in this Article shall not be exclusive of any other
rights to which those seeking indemnification may otherwise be entitled, and the
provisions of this Article shall inure to the benefit of the heirs and legal
representatives of any person entitled to indemnity under this Article and shall
be applicable to Proceedings commenced or continuing after the adoption of this
Article, whether arising from acts or omissions occurring before or after such
adoption.
SECTION 4. ADVANCEMENT OF EXPENSES; PROCEDURES; PRESUMPTIONS AND EFFECT OF
CERTAIN PROCEEDINGS; REMEDIES. In furtherance, but not in limitation of the
foregoing provisions, the following procedures, presumptions and remedies shall
apply with respect to advancement of expenses and the right to indemnification
under this Articles:
(a) ADVANCEMENT OF EXPENSES. All reasonable expenses incurred by or
on behalf of the Indemnity in connection with any Proceeding shall be advanced
to the Indemnity by the Corporation within 20 days after the receipt by the
Secretary of the Corporation of a written statement or statements from the
Indemnity requesting such advance or advances from time to time, whether prior
to or after final disposition of such Proceeding. Such statement or statements
shall reasonably evidence the expenses incurred by the Indemnity and shall be
accompanied by such documentation and information as is reasonably available to
the Indemnity regarding the Proceeding. If required by law at the time of such
advance, the Corporation shall be entitled, as a condition to such advance, to a
written undertaking by or on behalf of the Indemnity to repay the amounts
advanced if it should ultimately be determined that the Indemnity is not
entitled to be indemnified against such expenses pursuant to this Article.
(b) Procedure for Determination of Entitlement to Indemnification.
(i) To Obtain indemnification under this Article, an Indemnity
shall submit to the Secretary of the Corporation a written request, including
such documentation and information as is reasonable available to the Indemnity
and reasonably necessary to determine whether and to what extent the Indemnity
is entitled to indemnification (the "Supporting Documentation"). The
determination of the Indemnity's entitlement to the indemnification shall be
made not later than 60 days after receipt by the Corporation of the written
request for indemnification together with the Supporting Documentation. The
Secretary of the Corporation shall, promptly upon receipt of such a request for
indemnification, advise the Board of Directors in writing that the Indemnity has
requested indemnification.
(ii) The Indemnity's entitlement to indemnifi-cation under this
Article shall be determined in one of the following ways: (A) by a majority vote
of the Disinterested Directors (as hereinafter defined), if they constitute a
quorum of the Board of Directors; (B) by a written opinion of Independent
Counsel (as hereinafter defined) if (x) a Change of Control (as hereinafter
defined) shall have occurred and the Indemnity so requests or (y) a quorum of
the Board of Directors consisting of Disinterested Directors is not obtainable
or, even if obtainable, a majority of such Disinterested Directors so directs;
(C) by the stockholders of the Corporation (but only if a majority of the
Disinterested Directors, if they constitute a quorum of the Board of Directors,
presents the issue of entitlement to indemnification to the stockholders for
their determination); or (D) as provided in Section 4(c).
(iii) In the event the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to Section
4(b)(ii), a majority of the Disinterested Directors shall select the Independent
Counsel, but only an Independent Counsel to which the Indemnity does not
reasonably object; provided, however, that if a Change of Control shall have
occurred, the Indemnity shall select such Independent Counsel, but only an
Independent Counsel to which a majority of the Disinterested Directors does not
reasonably object.
(c) PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS. Except as
otherwise expressly provided in this Article, the Indemnity shall be presumed to
be entitled to indemnification under this Article upon submission of a request
for indemnification together with the Supporting Documentation in accordance
with Section 4(b)(i), and thereafter the Corporation shall have the burden of
proof to overcome that presumption in reaching a contrary determination. In any
event, if the person or persons empowered under section 4(b) to determine
entitlement to indemnification shall not have been appointed and shall not have
made a determination within sixty (60) days after receipt by the Corporation of
the request therefor together with the Supporting Documentation, the Indemnity
shall be deemed to be entitled to indemnification and the Indemnity shall be
entitled to such indemnification unless (i) the Indemnity misrepresented or
failed to disclose a material fact in making the request for indemnification or
in the Supporting Documentation or (ii) such indemnification is prohibited by
law. The termination of any Proceeding described in Section 1, or of any claim,
issue or matter therein, by judgment, order, settlement or conviction, or upon a
plea of NOLO CONTERDERE or its equivalent, shall not, of
itself, adversely affect the right of the Indemnity to indemnification or create
a presumption that the Indemnity did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, or with respect to any criminal Proceeding, that the Indemnity had
reasonable cause to believe that his conduct was unlawful.
(d) Remedies of Indemnity.
(i) In the event that a determination is made pursuant to Section
4(b), that the Indemnity is not entitled to indemnification under this Article,
(A) the Indemnity shall be entitled to seek an adjudication of his entitlement
to such indemnification either, at the Indemnity's sole option, in (x) an
appropriate court of the State of Delaware of any other court of competent
jurisdiction or (y) an arbitration to be conducted by a single arbitrator
pursuant to the rules of the American Arbitration Association; (B) any such
judicial proceeding or arbitration shall be DE NOVO and the Indemnity shall not
be prejudiced by reason of such adverse determination; and (c) in any such
judicial proceeding or arbitration the Corporation shall have the burden of
proving that the Indemnity is not entitled to indemnification under this
Article.
(ii) If a determination shall have been made or deemed to have been
made, pursuant to Section 4(b) or (c), that the Indemnity is entitled to
indemnification, the Corporation shall be obligated to pay the amounts
constituting such indemnification within five days after such determination has
been made or deemed to have been made and shall be conclusively bound by such
determination unless (A) the Indemnity misrepresented or failed to disclose a
material fact in making the request for indemnification or in the Supporting
Documentation or (B) such indemnification is prohibited by law. In the event
that (C) advancement of expenses is not timely made pursuant to Section 4(a) or
(D) payment of indemnification is not made within five days after a
determination of entitlement or indemnification has been made or deemed to have
been made pursuant to Section 4(b) or (c), the Indemnity shall be entitled to
seek judicial enforcement of the Corporation's obligation to pay to the
Indemnity such advancement of expenses or indemnification. Notwithstanding the
foregoing, the Corporation may bring an action, in an appropriate court in the
state of Delaware or any other court of competent jurisdiction, contesting the
right of the Indemnity to receive indemnification hereunder due to the
occurrence of an event described in subclause (A) or (B) of this clause (ii) (a
"Disqualifying Event"); provided, however, that in any such action the
Corporation shall have the burden of proving the occurrence of such
Disqualifying Event.
(iii) The Corporation shall be precluded from asserting in any
judicial proceeding or arbitration commenced pursuant to this Section 4(d) that
the procedures and pre-sumptions of this Article are not valid, binding and
enforceable
and shall stipulate in any such court or before any such arbitrator that the
Corporation is bound by all the provisions of this Article.
(iv) In the event that the Indemnity, pursuant to this Section
4(d), seeks a judicial adjudication of or an award in arbitration to enforce his
rights under, or to recover damages for breach of, this Article, the Indemnity
shall be entitled to recover from the Corporation, and shall be indemnified by
the Corporation against, any expenses actually and reasonable incurred by him if
the Indemnity prevails in such judicial adjudication or arbitration. If it shall
be determined in such judicial adjudication or arbitration that the Indemnity is
entitled to receive part but not all of the Indemnification or advancement of
expenses sought, the expenses incurred by the Indemnity in connection with such
judicial adjudication or arbitration shall be prorated accordingly.
(e) Definitions. For purposes of this Section 4:
(i) "Change in Control" means a change in control of the
Corporation of a nature that would be required to be reported in response to
item 5(f) of Schedule 14A of the Regulation 14A promulgated under the Securities
Exchange Act of 1934 (the "Act"), whether or not the Corporation is then subject
to such reporting requirement; provided that, without limitation, such a change
in control shall be deemed to have occurred if (A) any "person" (as such term is
used I Section 13(d) and 14 (d) of the Act) is or becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Act), directly or indirectly, of securities
of the Corporation representing 10% or more of the combined voting power of the
Corporation's then outstanding securities without the prior approval of at least
two-thirds of the members of the Board of Directors in office immediately prior
to such acquisition; (B) the Corporation is a party to a merger, consolidation,
sale of assets or other reorganization, or a proxy contest, as a consequence of
which members of the Board of Directors in office immediately prior to such
transaction or event constitute less than a majority of the Board of Directors
thereafter; or (C) during any period of two consecutive years, individuals who
at the beginning of such period constituted the Board of Directors (including
for this purpose any new director whose election or nomination for election by
the Corporation's stockholders was approved by a vote of at least a majority of
the directors then still in office who were directors at the beginning of such
period) cease for any reason to constitute at least a majority of the Board of
Directors.
(ii) "Disinterested Director" means a director of the Corporation
who is not or was not a party to the Proceeding in respect of which
indemnification is sought by the Indemnity.
(iii) "Independent Counsel" means a law firm or a member of a law
firm that neither presently is, nor in the past five years has been, retained to
represent: (A) the Corporation
or the Indemnity in any matter material to either such party or (B) any other
party to the Proceeding giving rise to a claim for indemnification under this
Article. Notwithstanding the foregoing, the term "Independent Counsel" shall not
include any person who, under the applicable standards of professional conduct
then prevailing under the law of State of Delaware, would have a conflict of
interest in representing either the Corporation or the Indemnity in an action to
determine the Indemnity's rights under this Article.
SECTION 5. SEVERABILITY. If any provision or provisions of this Article
shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(a) the validity, legality and enforceability of the remaining provisions of
this Article (including, without limitation, all portions of any paragraph of
this Article containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable) shall
not in any way be affected or impaired thereby; and (b) to the fullest extent
possible, the provisions of this Article (including, without limitation, all
portions of any paragraph of this Article containing any such provision held to
be invalid, illegal or unenforceable, that are not themselves invalid, illegal
or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.
ARTICLE X.
SEAL.
The Board of Directors shall provide a corporate seal, which shall be in
the form of a circle and shall have inscribed thereon the name of the
Corporation, the year of its incorporation (1928) and the words "Corporate Seal
Delaware".
ARTICLE XI.
FISCAL YEAR.
The fiscal year of the Corporation shall begin on the first day of January
in each year.
ARTICLE XII.
AMENDMENTS.
All by-laws of the Corporation shall be subject to alteration or repeal,
and new by-laws not inconsistent with any provision of the Certificate of
Incorporation or any provision of law, may be made, either by the affirmative
vote of the holders of record of a majority of the outstanding stock of the
Corporation entitled to vote in respect thereof, given at an annual meeting or
at any special meeting, provided that notice of
the proposed alteration or repeal or of the proposed new by-laws be included in
the notice of such meeting, or by the Board of Directors at any regular or
special meeting.
Consent of The Sole Shareholder of
Willis Corroon Corporation
The undersigned, being the sole shareholder of Willis Corroon Corporation,
a Delaware corporation, does hereby consent to the adoption of the following
resolution:
RESOLVED, that, effective January 1, 1992 the first sentence of Article
III, Section 2 of the Corporation's By-laws be amended to read as follows:
"The number of directors shall not be less than one (l) nor more
than five (5), as may be fixed from time to time by resolution of
the Shareholder or the Board of Directors."
and be it
FURTHER RESOLVED, that, effective January 1, 1992 the number of directors
of the Corporation be and it hereby is fixed at five (5); and be it
FURTHER RESOLVED, that, effective January 1, 1992, the following
individuals be, and each hereby is, elected a director of the Corporation,
to serve until the Annual Meeting of Stockholders and until his successor
is elected and qualified:
Richard M. Miller
John R. Lamberson
Donald R. King J.
Bransford Wallace
Joseph V. Ambrose, Jr.
FURTHER RESOLVED, that James R. McMasters be and he hereby is elected,
effective January l,1992, Assistant Vice President and Claims
Administrator of the Corporation and he shall hold such office until the
election of his successor.
DATED: December 31, 1991
Willis Corroon Group plc
By /s/ Joseph V. Ambrose, Jr.
--------------------------
Joint Secretary
CONSENT OF THE BOARD OF DIRECTORS
OF
WILLIS CORROON CORPORATION
The undersigned, being all of the Directors of Willis Corroon Corporation,
a Delaware corporation, does hereby consent to the adoption of the following
resolutions:
RESOLVED, that effective immediately the Resignation of Frank F. White,
Jr. as a Director of the Corporation be accepted; and further
RESOLVED, that, effective immediately the number of Directors of the
Corporation be and it hereby is Fixed at four (4); and further
RESOLVED, that effective immediately the resignation of Richard M. Miller,
as Chairman of the Board, President and Chief Executive Officer of the
Corporation be accepted; and further
RESOLVED, that effective immediately Kenneth H. Pinkston be and he hereby
is elected Chairman of the Board, President and Chief Executive Officer of
the Corporation.
Dated: June 23, 1994
/s/ Joseph V. Ambrose, Jr.
--------------------------
/s/ Brian D. Johnson
--------------------------
/s/ Richard M. Miller
--------------------------
/s/ Kenneth H. Pinkson
--------------------------
Consent of The Sole Shareholder Of
Willis Corroon Corporation
The undersigned, being the sole shareholder of Willis Corroon Corporation,
a Delaware corporation, does hereby consent to the adoption of the following
resolution:
RESOLVED, that effective at the close of business on December 31, 1995,
the resignation of Richard M. Miller as a Director of the Corporation be
accepted; and further
RESOLVED, that, effective January 1, 1996 the first sentence of Article
III, Section 2 of the Corporation's By-laws be amended to read as follows:
"The number of directors shall not be less than one (1) nor more
than six (6), as may be fixed from time to time by resolution of the
Shareholder or the Board of Directors."
and further
RESOLVED, that, effective January 1, 1996 the number of directors of the
Corporation be and it hereby is fixed at six (6); and further
RESOLVED, that, effective January 1, 1996 the Board of Directors of the
Corporation shall be comprised of the following individuals, each to serve
until the annual Meeting of Stockholders and until the election of his
successor:
Thomas Colraine
Charles D. Hamilton
Brian D. Johnson
Kenneth H. Pinkston
Bart R. Schwartz
Larry W. Taylor
DATED: November 6, 1995
Willis Corroon Group plc
By /s/ Michael Chitty
-------------------------------------
Secretary
Dates Referenced Herein
| Referenced-On Page |
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| Filed on: | | 3/16/99 | | | | | | | None on these Dates |
| | 1/1/96 | | 26 |
| | 12/31/95 | | 26 |
| | 11/6/95 | | 26 |
| | 6/23/94 | | 25 |
| | 1/1/92 | | 24 |
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