Registration of Securities Issued in a Business-Combination Transaction — Form S-4 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: S-4 Registration Statement HTML 1.06M
5: EX-3.10 By-Laws of Arcelormittal Usa Incoal Inc. HTML 67K
6: EX-3.11 Certificate of Incorporation of Arcelormittal HTML 44K
Minorca Mine Inc.
7: EX-3.12 By-Laws of Arcelormittal Minorca Mine Inc. HTML 56K
8: EX-3.13 Certificate of Incorporation of Arcelormittal HTML 44K
Service Inc.
9: EX-3.14 By-Laws of Arcelormittal Service Inc. HTML 57K
10: EX-3.15 Certificate of Incorporation of Arcelormittal HTML 40K
Cleveland Inc.
11: EX-3.16 By-Laws of Arcelormittal Cleveland Inc. HTML 62K
12: EX-3.17 Certificate of Incorporation of Arcelormittal HTML 41K
Weirton Inc.
13: EX-3.18 By-Laws of Arcelormittal Weirton Inc. HTML 66K
14: EX-3.19 Certificate of Incorporation of Arcelormittal HTML 37K
Hennepin Inc.
2: EX-3.2 Certificate of Formation HTML 31K
15: EX-3.20 By-Laws of Arcelormittal Hennepin Inc. HTML 63K
16: EX-3.21 Certificate of Formation of Arcelormittal Indiana HTML 33K
Harbor LLC
17: EX-3.22 Limited Liability Company Agreement HTML 52K
18: EX-3.23 Certificate of Incorporation of Arcelormittal HTML 40K
Warren Inc.
19: EX-3.24 By-Laws of Arcelormittal Warren Inc. HTML 62K
20: EX-3.25 Certificate of Incorporation of Arcelormittal HTML 41K
Riverdale Inc.
21: EX-3.26 By-Laws of Arcelormittal Riverdale Inc. HTML 66K
22: EX-3.27 Certificate of Incorporation of Mittal Steel Usa - HTML 35K
Venture Inc.
23: EX-3.28 By-Laws of Mittal Steel Usa - Venture Inc. HTML 66K
24: EX-3.29 Certificate of Formation of Arcelormittal Plate HTML 34K
LLC
3: EX-3.3 Limited Liability Company Operating Agreement HTML 54K
25: EX-3.30 Limited Liability Company Operating Agreement HTML 87K
26: EX-3.31 Certificate of Formation of Isg Sparrows Point LLC HTML 31K
27: EX-3.32 Limited Liability Company Operating Agreement HTML 86K
28: EX-3.33 Certificate of Formation of Arcelormittal Steelton HTML 34K
LLC
29: EX-3.34 Limited Liability Company Operating Agreement HTML 85K
30: EX-3.35 Certificate of Formation of Arcelormittal HTML 34K
Lackawanna LLC
31: EX-3.36 Limited Liability Company Operating Agreement HTML 81K
32: EX-3.37 Certificate of Formation of Arcelormittal Burns HTML 34K
Harbor LLC
33: EX-3.38 Limited Liability Company Operating Agreement HTML 81K
34: EX-3.39 Certificate of Formation of Arcelormittal Columbus HTML 34K
LLC
35: EX-3.40 Limited Liability Company Operating Agreement HTML 87K
36: EX-3.41 Certificate of Incorporation of Arcelormittal HTML 36K
Georgetown Inc.
37: EX-3.42 By-Laws of Arcelormittal Georgetown Inc. HTML 66K
38: EX-3.43 Certificate of Incorporation of Mittal Steel Usa - HTML 35K
Railways Inc.
39: EX-3.44 By-Laws of Mittal Steel Usa - Railways Inc. HTML 66K
40: EX-3.45 Certificate of Incorporation of Arceloemittal HTML 35K
Hibbing Inc.
41: EX-3.46 By-Laws of Arcelormittal Hibbing Inc. HTML 66K
42: EX-3.47 Articles of Incorporation of Hibbing Taconite HTML 45K
Holding Inc.
43: EX-3.48 By-Laws of Hibbing Taconite Holding Inc. HTML 66K
44: EX-3.49 Certificate of Incorporation of Isg Acquisition HTML 33K
Inc.
45: EX-3.50 By-Laws of Isg Acquisition Inc. HTML 66K
46: EX-3.51 Certificate of Incorporation of Arcelormittal Real HTML 35K
Estate Inc.
47: EX-3.52 By-Laws of Arcelormittal Real Estate Inc. HTML 66K
48: EX-3.53 Certificate of Incorporation of Arcelormittal Tow HTML 37K
Path Valley Business Park Development
Company
49: EX-3.54 By-Laws of Arcelormittal Tow Path Valley Business HTML 62K Park Development Company
50: EX-3.55 Certificate of Formation of Arcelormittal Finance HTML 29K
LLC
51: EX-3.56 Limited Liability Company Operating Agreement HTML 53K
52: EX-3.57 Memorandum of Association and Articles of HTML 157K
Association
53: EX-3.58 Statement of Partnership Existence of HTML 30K
Arcelormittal Usa Partnership
54: EX-3.59 Agreement of Partnership of Arcelormittal Usa HTML 53K
Partnership
4: EX-3.9 Certificate of Incorporation of Arcelormittal Usa HTML 73K
Incoal Inc.
59: EX-4.10 Fifth Supplemental Indenture HTML 79K
60: EX-4.11 Sixth Supplemental Indenture HTML 80K
61: EX-4.12 Seventh Supplemental Indenture HTML 64K
62: EX-4.13 Eighth Supplemental Indenture HTML 64K
63: EX-4.15 Security Agreement HTML 158K
55: EX-4.3 Form of Fortieth Supplemental Indenture HTML 88K
56: EX-4.4 Form of Guarantee HTML 167K
57: EX-4.6 Supplemental Indenture HTML 51K
58: EX-4.7 Second Supplemental Indenture HTML 42K
64: EX-5.1 Opinion of Mayer Brown LLP HTML 39K
65: EX-5.2 Opinion of Stewart McKelvey HTML 39K
66: EX-5.3 Opinion of Bonn Schmitt Steichen HTML 35K
67: EX-12 Calculation of Ratio of Earnings to Fixed Charges HTML 36K
68: EX-23.4 Consent of Deloitte S.A. HTML 28K
69: EX-23.5 Consent of Deloitte Accountants B.V. HTML 28K
70: EX-23.6 Consent of Kpmg Audit S.A.R.L. HTML 30K
71: EX-25.1 Form T-1 Statement of Eligibility HTML 78K
72: EX-99.1 Form of Consent Letter HTML 116K
EX-3.54 — By-Laws of Arcelormittal Tow Path Valley Business Park Development Company
TOW PATH VALLEY BUSINESS PARK DEVELOPMENT COMPANY
(A Delaware corporation)
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK.
(a) Every holder of stock in the Corporation shall be entitled to have a certificate signed
by, or in the name of, the Corporation by the Chairman or Vice-Chairman of the Board of Directors,
if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary of the Corporation representing the number of shares owned
by such person in the Corporation. If such certificate is countersigned by a transfer agent other
than the Corporation or its employee or by a registrar other than the Corporation or its employee,
any other signature on the certificate may be a facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be
issued by the Corporation with the same effect as if such person were such officer, transfer agent
or registrar at the date of issue.
(b) Whenever the Corporation shall be authorized to issue more than one class of stock or more
than one series of any class of stock, and whenever the Corporation shall issue any shares of its
stock as partly paid stock, the certificates representing shares of any such class or series or of
any such partly paid stock shall set forth thereon the statements prescribed by the General
Corporation Law. Any restrictions on the transfer or registration of transfer of any shares of
stock of any class or series shall be noted conspicuously on the certificate representing such
shares.
(c) The Corporation may issue a new certificate of stock in place of any certificate
theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of
Directors may require the owner of any lost, stolen or destroyed certificate, or such person’s
legal representative, to give the Corporation a bond sufficient to indemnify the Corporation
against any claim that may be made against it on account of the alleged loss, theft or destruction
of any such certificate or the issuance of any such new certificate.
2. FRACTIONAL SHARE INTERESTS.
The Corporation may, but shall not be required to, issue fractions of a share.
3. STOCK TRANSFERS.
Upon compliance with provisions restricting the transfer or registration of transfer of shares
of stock, if any, transfers or registration of transfer of shares of stock of the Corporation shall
be made only on the stock ledger of the Corporation by the registered holder thereof, or by such
person’s attorney thereunto authorized by power of attorney duly executed and filed with the
Secretary of the Corporation or with a transfer agent or a registrar, if any, and on surrender of
the certificate or certificates for such shares of stock properly endorsed and the payment of all
taxes due thereon.
4. RECORD DATE FOR STOCKHOLDERS.
(a) 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, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date shall not be more than
sixty nor less than ten days before the date of such meeting. If no record date has been 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 is given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held. 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.
(b) In order that the Corporation may determine the stockholders entitled to receive payment
of any dividend or other distribution or allotment of any rights or the stockholders 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 a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted, and which record
date shall be not more than sixty days prior to such action. If no record date has been fixed, the
record date for determining stockholders for any such purpose shall be at the close of business on
the day on which the Board of Directors adopts the resolution relating thereto.
5. MEANING OF CERTAIN TERMS.
As used herein in respect of the right to notice of a meeting of stockholders or a waiver
thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting,
as the case may be, the term “share” or “shares” or “share of stock” or “shares of stock” or
“stockholder” or “stockholders” refers to an outstanding share or shares of stock and to a holder
or holders of record of outstanding shares of stock when the Corporation is authorized to issue
only one class of shares of stock, and said reference is also intended to include any outstanding
share or shares of stock and any holder or holders of record of outstanding shares of stock of any
class upon which or upon whom the Certificate of Incorporation confers such rights where there are
two or more classes or series of shares of stock or upon which or upon whom the General Corporation
Law confers such rights notwithstanding that the Certificate of Incorporation may
2
provide for more than one class or series of shares of stock, one or more of which are limited
or denied such rights thereunder; provided, however, that no such right shall vest in the event of
an increase or a decrease in the authorized number of shares of stock of any class or series which
is otherwise denied voting rights under the provisions of the Certificate of Incorporation,
including any preferred stock which is denied voting rights under the provisions of the resolution
or resolutions adopted by the Board of Directors with respect to the issuance thereof.
6. STOCKHOLDER MEETINGS.
(a) TIME. The annual meeting shall be held on the date and at the time fixed, from time to
time, by the Board of Directors. A special meeting shall be held on the date and at the time fixed
by the Board of Directors.
(b) PLACE. Annual meetings and special meetings shall be held at such place, within or
without the State of Delaware, as the Board of Directors may, from time to time, fix. Whenever the
Board of Directors shall fail to fix such place, the meeting shall be held at the registered office
of the Corporation in the State of Delaware.
(c) CALL. Annual meetings and special meetings may be called by the Board of Directors or by
any officer instructed by the Board of Directors to call the meeting.
(d) NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be given, stating the
place, date and hour of the meeting. The notice of an annual meeting shall state that the meeting
is called for the election of Directors and for the transaction of other business which may
properly come before the meeting, and shall (if any other action which could be taken at a special
meeting is to be taken at such annual meeting), state such other action or actions as are known at
the time of such notice. The notice of a special meeting shall in all instances state the purpose
or purposes for which the meeting is called. If any action is proposed to be taken which would, if
taken, entitle stockholders to receive payment for their shares of stock, the notice shall include
a statement of that purpose and to that effect. Except as otherwise provided by the General
Corporation Law, a copy of the notice of any meeting shall be given, personally or by mail, not
less than ten days nor more than sixty days before the date of the meeting, unless the lapse of the
prescribed period of time shall have been waived, and directed to each stockholder at such person’s
address as it appears on the records of the Corporation. Notice by mail shall be deemed to be
given when deposited, with postage thereon prepaid, in the United States mail. If a meeting is
adjourned to another time, not more than thirty days hence, and/or to another place, and if an
announcement of the adjourned time and place is made at the meeting, it shall not be necessary to
give notice of the adjourned meeting unless the Board of Directors, after adjournment, fixes a new
record date for the adjourned meeting. Notice need not be given to any stockholder who submits a
written waiver of notice before or after the time stated therein. Attendance of a person at a
meeting of stockholders shall constitute a waiver of notice of such meeting, except when the
stockholder 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.
Neither the business to be transacted at, nor the purpose of, any regular or special meeting of
the stockholders need be specified in any written waiver of notice.
3
(e) STOCKHOLDER LIST. There shall be prepared and made, at least ten days before every
meeting of stockholders, a complete list of the stockholders, 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 also be produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any stockholder who is present. The stock ledger
shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the
list required by this section or the books of the Corporation, or to vote at any meeting of
stockholders.
(f) CONDUCT OF MEETING. Meetings of the stockholders shall be presided over by one of the
following officers in the order of seniority and if present and acting: the Chairman of the Board,
if any, the Vice-Chairman of the Board, if any, the President, a Vice President, a chairman for the
meeting chosen by the Board of Directors or, if none of the foregoing is in office and present and
acting, by a chairman to be chosen by the stockholders. The Secretary of the Corporation or, in
such person’s absence, an Assistant Secretary, shall act as secretary of every meeting, but if
neither the Secretary nor an Assistant Secretary is present the chairman for the meeting shall
appoint a secretary of the meeting.
(g) PROXY REPRESENTATION. Every stockholder may authorize another person or persons to act
for such stockholder by proxy in all matters in which a stockholder is entitled to participate,
whether by waiving notice of any meeting, voting or participating at a meeting, or expressing
consent or dissent without a meeting. Every proxy must be signed by the stockholder or by such
person’s attorney-in-fact. No proxy shall be voted or acted upon after three years from its date
unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it
states that it is irrevocable and, if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of
whether the interest with which it is coupled is an interest in the stock itself or an interest in
the Corporation generally.
(h) INSPECTORS AND JUDGES. The Board of Directors, in advance of any meeting, may, but need
not, appoint one or more inspectors of election or judges of the vote, as the case may be, to act
at the meeting or any adjournment thereof. If an inspector or inspectors or judge or judges are
not appointed by the Board of Directors, the person presiding at the meeting may, but need not,
appoint one or more inspectors or judges. In case any person who may be appointed as an inspector
or judge fails to appear or act, the vacancy may be filled by appointment made by the person
presiding thereat. Each inspector or judge, if any, before entering upon the discharge of such
person’s duties, shall take and sign an oath faithfully to execute the duties of inspector or judge
at such meeting with strict impartiality and according to the best of his ability. The inspectors
or judges, if any, shall determine the number of shares of stock outstanding and the voting power
of each, the shares of stock represented at the meeting, the existence of a quorum and the validity
and effect of proxies, receive votes, ballots or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate all votes, ballots or
consents, determine the result, and do such other acts
4
as are proper to conduct the election or vote with fairness to all stockholders. On request
of the person presiding at the meeting, the inspector or inspectors or judge or judges, if any,
shall make a report in writing of any challenge, question or matter determined by such person or
persons and execute a certificate of any fact so found.
(i) QUOROM. Except as the General Corporation Law or these By-Laws may otherwise provide, the
holders of a majority of the outstanding shares of stock entitled to vote shall constitute a quorum
at a meeting of stockholders for the transaction of any business. The stockholders present may
adjourn the meeting despite the absence of a quorum. When a quorum is once present to organize a
meeting, it is not broken by the subsequent withdrawal of any shareholders.
(j) VOTING. Each stockholder entitled to vote in accordance with the terms of the Certificate
of Incorporation and of these By-Laws, or, with respect to the issuance of preferred stock, in
accordance with the terms of a resolution or resolutions of the Board of Directors, shall be
entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such
stockholder. In the election of Directors, a plurality of the votes present at the meeting shall
elect. Any other action shall be authorized by a majority of the votes cast except where the
Certificate of Incorporation or the General Corporation Law prescribes a different percentage of
votes and/or a different exercise of voting power.
Voting by ballot shall not be required for corporate action except as otherwise provided by
the General Corporation Law.
7. STOCKHOLDER ACTION WITHOUT MEETINGS.
Any action required to be taken, or any action which may be taken, at any annual or special
meeting of stockholders, may be taken without a meeting, without prior notice and without a vote,
if a consent or consents in writing, setting forth the action so taken, shall be signed by the
holders of the outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those stockholders who have not
consented in writing and shall be delivered to the Corporation by delivery to its registered office
in Delaware, its principal place of business or an officer or agent of the Corporation having
custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made
to the Corporation’s registered office shall be by hand or by certified or registered mail, return
receipt requested.
5
ARTICLE II
DIRECTORS
1. FUNCTIONS AND DEFINITION.
The business and affairs of the Corporation shall be managed by or under the direction of the
Board of Directors of the Corporation. The use of the phrase “whole Board” herein refers to the
total number of Directors which the Corporation would have if there were no vacancies.
2. QUALIFICATIONS AND NUMBER.
A Director need not be a stockholder, a citizen of the United States, or a resident of the
State of Delaware. The number of Directors constituting the whole board shall be at least one.
Subject to the foregoing limitation, such number may be fixed from time to time by action of the
stockholders or of the Board of Directors, or, if the number is not fixed, the number shall be
three. The number of Directors may be increased or decreased by action of the stockholders or of
the Board of Directors.
3. ELECTION AND TERM.
The first Board of Directors, unless the members thereof shall have been named in the
Certificate of Incorporation, shall be elected by the incorporator or incorporators and shall hold
office until the first annual meeting of stockholders and until their successors have been elected
and qualified or until their earlier resignation or removal. Any Director may resign at any time
upon written notice to the Corporation. Thereafter, Directors who are elected at an annual meeting
of stockholders, and Directors who are elected in the interim to fill vacancies and newly created
Directorships, shall hold office until the next annual meeting of stockholders and until their
successors have been elected and qualified or until their earlier resignation or removal. In the
interim between annual meetings of stockholders or of special meetings of stockholders called for
the election of Directors and/or for the removal of one or more Directors and for the filling of
any vacancies in the Board of Directors, including vacancies resulting from the removal of
Directors for cause or without cause, any vacancy in the Board of Directors may be filled by the
vote of a majority of the remaining Directors then in office, although less than a quorum, or by
the sole remaining Director.
4. MEETINGS.
(a) TIME. Regular meetings shall be held at such time as the Board shall fix. Special
meetings may be called upon notice.
(b) FIRST MEETING. The first meeting of each newly elected Board may be held immediately
after each annual meeting of the stockholders at the same place at which the meeting is held, and
no notice of such meeting shall be necessary to call the meeting, provided a quorum shall be
present. In the event such first meeting is not so held immediately after the annual meeting of
the stockholders, it may be held at such time and place as shall be specified in the notice given
as provided for special meetings of the Board of Directors, or at such time and place as shall be
fixed by the consent in writing of all of the Directors.
6
(c) PLACE. Meetings, both regular and special, shall be held at such place within or without
the State of Delaware as shall be fixed by the Board.
(d) CALL. No call shall be required for regular meetings for which the time and place have
been fixed. Special meetings may be called by or at the direction of the Chairman of the Board, if
any, the Vice-Chairman of the Board, if any, or the President, or of a majority of the Directors.
(e) NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for regular meetings
for which the time and place have been fixed. Written, oral or any other mode of notice of the
time and place shall be given for special meetings at least twenty-four hours prior to the meeting;
notice may be given by telephone or telefax (in which case it is effective when given) or by mail
(in which case it is effective seventy-two hours after mailing by prepaid first class mail). The
notice of any meeting need not specify the purpose of the meeting. Any requirement of furnishing a
notice shall be waived by any Director who signs a written waiver of such notice before or after
the time stated therein. Attendance of a Director at a meeting of the Board shall constitute a
waiver of notice of such meeting, except when the Director 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.
(f) QUORUM AND ACTION. A majority of the whole Board shall constitute a quorum except when a
vacancy or vacancies prevents such majority, whereupon a majority of the Directors in office shall
constitute a quorum, provided that such majority shall constitute at least one-third (1/3)
of the whole Board. Any Director may participate in a meeting of the Board by means of a
conference telephone or similar communications equipment by means of which all Directors
participating in the meeting can hear each other, and such participation in a meeting of the Board
shall constitute presence in person at such meeting. A majority of the Directors present, whether
or not a quorum is present, may adjourn a meeting to another time and place. Except as herein
otherwise provided, and except as otherwise provided by the General Corporation Law, the act of the
Board shall be the act by vote of a majority of the Directors present at a meeting, a quorum being
present. The quorum and voting provisions herein stated shall not be construed as conflicting with
any provisions of the General Corporation Law and these By-Laws which govern a meeting of Directors
held to fill vacancies and newly created Directorships in the Board.
(g) CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if present and acting,
shall preside at all meetings. Otherwise, the Vice-Chairman of the Board, if any and if present
and acting, or the President, if present and acting, or any other Director chosen by the Board,
shall preside.
5. REMOVAL OF DIRECTORS.
Any or all of the Directors may be removed for cause or without cause by the stockholders.
7
6. COMMITTEES.
The Board of Directors may, by resolution passed by a majority of the whole Board, designate
one or more committees, each committee to consist of one or more of the Directors of the
Corporation. The Board may designate one or more Directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the committee. Any such
committee, to the extent provided in the resolution of the Board, shall have and may exercise the
powers of the Board of Directors in the management of the business and affairs of the Corporation,
and may authorize the seal of the Corporation to be affixed to all papers which may require it. In
the absence or disqualification of any member of any such committee or committees, the members
thereof present at any meeting and not disqualified from voting, whether or not they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in
the place of any such absent or disqualified member.
7. ACTION IN WRITING.
Any action required or permitted to be taken at any meeting of the Board of Directors or any
committee thereof may be taken without a meeting if all 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 III
OFFICERS
1. EXECUTIVE OFFICERS.
The Board of Directors may elect or appoint a Chairman of the Board of Directors, a President,
one or more Vice Presidents (which may be denominated with additional descriptive titles), a
Secretary, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers and
such other officers as it may determine. Any number of offices may be held by the same person.
2. TERM OF OFFICE: REMOVAL.
Unless otherwise provided in the resolution of election or appointment, each officer shall
hold office until the meeting of the Board of Directors following the next annual meeting of
stockholders and until such officer’s successor has been elected and qualified or until the earlier
resignation or removal of such officer. The Board of Directors may remove any officer for cause or
without cause.
3. AUTHORITY AND DUTIES.
All officers, as between themselves and the Corporation, shall have such authority and perform
such duties in the management of the Corporation as may be provided in these By-Laws, or, to the
extent not so provided, by the Board of Directors.
8
4. THE CHAIRMAN OF THE BOARD OF DIRECTORS.
The Chairman of the Board of Directors, if present and acting, shall preside at all meetings
of the Board of Directors, otherwise, the President, if present, shall preside, or if the President
does not so preside, any other Director chosen by the Board shall preside.
5. THE PRESIDENT.
The President shall be the chief executive officer of the Corporation.
6. VICE PRESIDENTS.
Any Vice President that may have been appointed, in the absence or disability of the
President, shall perform the duties and exercise the powers of the President, in the order of their
seniority, and shall perform such other duties as the Board of Directors shall prescribe.
7. THE SECRETARY.
The Secretary shall keep in safe custody the seal of the Corporation and affix it to any
instrument when authorized by the Board of Directors, and shall perform such other duties as may be
prescribed by the Board of Directors. The Secretary (or in such officer’s absence, an Assistant
Secretary, but if neither is present another person selected by the Chairman for the meeting) shall
have the duty to record the proceedings of the meetings of the stockholders and Directors in a book
to be kept for that purpose.
8. THE TREASURER.
The Treasurer shall have the care and custody of the corporate funds, and other valuable
effects, including securities, and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as may be designated
by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall render to the
President and Directors, at the regular meetings of the Board, or whenever they may require it, an
account of all transactions as Treasurer and of the financial condition of the Corporation. If
required by the Board of Directors, the Treasurer shall give the Corporation a bond for such term,
in such sum and with such surety or sureties as shall be satisfactory to the Board for the faithful
performance of the duties of such office and for the restoration to the Corporation, in case of
such person’s death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in such person’s possession or under such
person’s control belonging to the Corporation.
9
ARTICLE IV
CORPORATE SEAL AND CORPORATE BOOKS
The corporate seal shall be in such form as the Board of Directors shall prescribe. The books
of the Corporation may be kept within or without the State of Delaware, at such place or places as
the Board of Directors may, from time to time, determine.
ARTICLE V
FISCAL YEAR
The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the
Board of Directors.
ARTICLE VI
INDEMNITY
(a) Any person who was or is a party or threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by reason of the fact
that he or she is or was a Director, officer, employee or agent 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 employee benefit
plans) (hereinafter an “indemnitee”), shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the General Corporation Law, as the same exists or may hereafter
be amended (but, in the case of any such amendment, only to the extent that such amendment permits
the Corporation to provide broader indemnification than permitted prior thereto), against expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such indemnitee in connection with such action, suit or proceeding, if the
indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe such conduct was unlawful. The termination of the
proceeding, whether by judgment, order, settlement, conviction or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he or she reasonably believed to be in or not opposed to the best
interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable
cause to believe such conduct was unlawful.
(b) Any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the Corporation to procure a judgment in
its favor by reason of the fact that he or she is or was a Director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a director,
10
officer, employee or agent of another Corporation, partnership, joint venture, trust or other
enterprise (including employee benefit plans) shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the General Corporation Law, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader indemnification than permitted prior thereto),
against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in
connection with the defense or settlement of such action or suit if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the best interests of the
Corporation and except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the Corporation unless and
only to the extent that the Court in which such suit or action was brought, shall determine, upon
application, that, despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such expenses which such
court shall deem proper.
(c) All reasonable expenses incurred by or on behalf of the indemnitee in connection with any
suit, action or proceeding, may be advanced to the indemnitee by the Corporation.
(d) The rights to indemnification and to advancement of expenses conferred in this article
shall not be exclusive of any other right which any person may have or hereafter acquire under any
statute, the Certificate of Incorporation, a By-Law of the Corporation, agreement, vote of
stockholders or disinterested Directors or otherwise.
(e) The indemnification and advancement of expenses provided by this article shall continue as
to a person who has ceased to be a Director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such person.