Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K405 Annual Report -- [x] Reg. S-K Item 405 93 493K
2: EX-3.(A) Restated Certificate of Incorporation 64 227K
3: EX-3.(B) By-Laws 7 37K
15: EX-10.(AA) Merger Agreement 42 256K
4: EX-10.(D) Director Deferral Plan 7 20K
5: EX-10.(L) First Natl Bank of Chicago Comp. Agrmnt. 5 22K
6: EX-10.(M) First Chicago Corp. Comp. Agremnt. 5 22K
7: EX-10.(N) First Chicago Corp. Comp. Deferral Plan 13 32K
8: EX-10.(O) First Chicago Corp. Executive Estate Plan 5 23K
9: EX-10.(S) Individual Change of Control Employment Agremnt. 16 72K
10: EX-10.(T) Individual Executive Employment Agremnt. 14 61K
11: EX-10.(W) Letter to Richard L. Thomas 2± 11K
12: EX-10.(X) Director Stock Plan 5 32K
13: EX-10.(Y) Stock Performance Plan 7 42K
14: EX-10.(Z) Senior Management Annual Incentive Plan 4 23K
16: EX-12 Statements Re Computation of Ratios 1 7K
17: EX-21 First Chicago Nbd Corp. Subsidiaries 2 13K
18: EX-23 Consent of Independent Public Accountants 1 9K
19: EX-27 Financial Data Schedule 2 12K
EX-3.(B) — By-Laws
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EXHIBIT 3(B).
BY-LAWS
As Adopted December 29, 1972
(As last amended effective March 8, 1996)
First Chicago NBD Corporation
(A Delaware Corporation)
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ARTICLE I
Offices
Section 1. Registered Office. The registered office of the Corporation is
located at 1209 Orange Street, Wilmington, Delaware 19801. The Corporation may,
by resolution of the Board of Directors, change the location to any other place
in Delaware.
Section 2. Other offices. The Corporation may have such other offices, within
or without the State of Delaware, as the Board of Directors may from time to
time establish.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Annual Meetings. The annual meeting of the stockholders for the
election of directors and for the transaction of any other business as may
properly come before the meeting shall be held on the second Friday in May of
each year or at such other date as from time to time may be designated by the
Board of Directors.
Section 2. Special Meetings. A special meeting of the stockholders may be
called at any time only by the Board of Directors pursuant to a resolution
approved by a majority of the Board of Directors.
Section 3. Place of Meetings. The Board of Directors may designate any place,
either within or without the State of Delaware, as the place of meeting for any
annual meeting or for any special meeting of stockholders.
Section 4. Notice of Meetings. Written notice stating the place, date 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 by or under the direction of the
Secretary, to each stockholder of record entitled to vote at such meeting.
Except as otherwise required by statute, the written notice shall be given not
less than ten nor more than sixty days before the date of the meeting. If
mailed, such notice shall be deemed to be given when deposited in the United
States mail, postage prepaid,
directed to the stockholder at his address as it appears on the records of the
Corporation. Attendance of a person at a meeting of stockholders shall
constitute a waiver of notice of such meeting, except when the stockholder
attends for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened.
Section 5. Adjourned Meetings. When a meeting is adjourned to another time or
place, notice need not be given of the adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. At the
adjourned meeting the Corporation may transact any business which might have
been transacted at the original meeting. If the adjournment is for more than
thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
Section 6. Voting Lists. The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders of record entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall 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 of record
who is present.
Section 7. Quorum. Except as otherwise required by statute, the presence at
any meeting, in person or by proxy, of the holders of record of a majority of
the shares then issued and outstanding and entitled to vote shall be necessary
and sufficient to constitute a quorum for the transaction of business. In the
absence of a quorum, the stockholders of record entitled to vote, present in
person or by proxy, may adjourn the meeting from time to time until a quorum is
present.
Section 8. Proxies. Each stockholder of record entitled to vote at a meeting
of stockholders may authorize another person or persons (but no more than three)
to act for him by proxy, but no such proxy shall be voted or acted upon other
than at the meeting specified in the proxy or any adjournment of such meeting.
Section 9. Voting Rights. Except as otherwise provided by statute or by the
Certificate of Incorporation, and subject to the provisions of Article VII of
these By-Laws, each stockholder of record shall at every meeting of the
stockholders be entitled to one vote for each share of the capital stock having
voting power held by such stockholder.
Section 10. Required Vote. Except as otherwise required by statute or by the
Certificate of Incorporation, the holders of record of a majority of the capital
stock having voting power, present in person or by proxy, shall decide any
question brought before a meeting of the stockholders at which a quorum is
present.
Section 11. Elections of Directors. Elections of directors need not be by
written ballot.
ARTICLE III
BOARD OF DIRECTORS
Section 1. General Powers. The business of the Corporation shall be managed by
the Board of Directors, except as otherwise provided by statute or by the
Certificate of Incorporation.
Section 2. Number. The number of the Directors of the Corporation shall be
fixed from time to time by resolution adopted by the affirmative vote of a
majority of the entire Board of Directors of the Corporation, except that the
minimum number of directors shall be fixed at no less than 15 and the maximum
number of directors shall be fixed at no more than 30. The directors shall be
divided into three classes, designated Class I, Class II and Class III.
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Each class shall consist, as nearly equal in number as possible, of one-third of
the total number of directors constituting the entire Board of Directors. At the
1986 annual meeting of stockholders, Class I directors shall be elected for a
one-year term, Class II directors for a two-year term and Class III directors
for a three-year term. At each succeeding annual meeting of stockholders
beginning in 1987, successors of the class of directors whose term expires at
that annual meeting shall be elected for a three-year term. If the number of
directors is changed, any increase or decrease shall be apportioned among the
classes so as to maintain the number of directors in each class as nearly equal
as possible.
Section 3. Election and Term of Office. Except as otherwise provided in these
By-laws, directors shall be elected at the annual meeting of stockholders. Newly
created directorships resulting from any increase in the number of directors and
any vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal or other cause shall be filled by the affirmative vote
of a majority of the remaining directors then in office, even though less than a
quorum, or by a sole remaining director. Any director of any class chosen to
fill a vacancy in such class shall hold office for a term that shall coincide
with the remaining term of that class, but in no case will a decrease in the
number of directors shorten the term of any incumbent director. A director shall
hold office until the next annual meeting for the year in which his or her term
expires and until such director's successor shall have been elected and
qualified.
Section 4. First Meetings. The first meeting of each newly elected Board of
Directors shall be held without notice immediately after the annual meeting of
the stockholders for the purpose of the organization of the Board, the election
of officers, and the transaction of such other business as may properly come
before the meeting.
Section 5. Regular Meetings. Regular meetings of the Board of Directors may be
held without notice at such times and at such places, within or without the
State of Delaware, as shall from time to time be determined by the Board.
Section 6. Special Meetings. Special meetings of the Board of Directors may be
called by the Chairman of the Board, the President, any Director who is a Vice
Chairman of the Board or the Secretary, and shall be called by the Secretary on
the written request of three directors. Such meetings shall be held at such
times and at such places, within or without the State of Delaware, as shall be
determined by the officer calling or by the directors requesting the meeting.
Notice of the time and place thereof shall be mailed to each director, addressed
to him at his address as it appears on the records of the Corporation, at least
two days before the day on which the meeting is to be held, or sent to him at
such place by telegraph, radio or cable, or telephoned or delivered to him
personally, not later than the day before the day on which the meeting is to be
held. Such notice need not state the purposes of the meeting. Any or all
directors may waive notice of any meeting, either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except when the director attends for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened.
Section 7. Quorum, Required Vote, and Adjournment. The presence, at any
meeting, of a majority of the whole Board shall be necessary and sufficient to
constitute a quorum for the transaction of business. Except as otherwise
required by statute or by the Certificate of Incorporation, the vote of a
majority of the directors present at a 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 at the time and place of any meeting may
adjourn such meeting from time to time until a quorum be present.
Section 8. Consent of Directors in Lieu of Meeting. 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 the members of the Board or
committee consent thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the Board or Committee.
Section 9. Participation - Meeting by Telephone. A member of the Board or any
committee thereof may participate in a meeting of such Board or 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.
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Section 10. Compensation. The Board of Directors may authorize the payment to
directors of a fixed fee and expenses for attendance at meetings of the board or
any committee thereof, and annual fees for service as directors. No such payment
shall preclude any director from serving the Corporation in any other capacity
and receiving compensation therefor.
ARTICLE IV
EXECUTIVE COMMITTEE
Section 1. Number and Qualifications. There shall be a committee composed of
not less than four (4) members to be known as the Executive Committee which
shall consist of all the officer-directors of the Corporation and two (2) other
directors appointed as shall be provided by the Board of Directors. Provision
shall be made by the Board of Directors for the appointment of alternates from
among the directors, to act for members in the event of their absence or
disability.
Section 2. Presiding Officer. The Chairman of the Board shall act as presiding
officer of any meeting of the Executive Committee. In the event of the absence
or disability of the Chairman of the Board, the President shall act as presiding
officer. In the event of the absence or disability of the Chairman of the Board
and the President, another officer-director, if present, shall act as the
presiding officer. If no officer-director is present, the other members present
at the meeting shall elect one of their number as presiding officer.
Section 3. Quorum. Any two (2) persons each of whom is a member or alternate
member of the Executive Committee, of whom not less than one (1) shall be non-
officer directors, shall constitute a quorum for the transaction of business at
any meeting of the Executive Committee.
Section 4. Duties. The Executive Committee shall function from day to day or
such other short intervals as shall be found requisite and expedient in carrying
on of the business and affairs of the Corporation, and between meetings of the
Board of Directors, said Committee shall have and may exercise, so far as may be
permitted by law, all power and authority of the Board of Directors (including
the right to authorize the seal of the Corporation to be affixed to all
instruments on which the same may be required or appropriate). A record of the
meetings of the Committee shall be kept, which shall be accessible to inspection
by the Directors at all times, and the Committee shall, at each regular meeting
of the Board of Directors and at such other times as the Board of Directors may
request, submit in writing a full report of its actions. The Board of Directors
shall approve or disapprove the report of the Executive Committee, such action
to be recorded in the minutes of the meeting; provided, however, that no rights
of third parties shall be affected by any action of the Board of Directors, if
such rights have attached by virtue of action of the Executive Committee.
ARTICLE V
OTHER COMMITTEES
The Board of Directors may, by resolution, designate one or more other regular
and special committees, consisting of directors, officers or other persons which
shall have and may exercise such powers and functions as the Board may prescribe
in the management of the business and affairs of the Corporation.
Such committees shall keep regular minutes of their proceedings and report the
same to the Board of Directors when required.
The Board of Directors may from time to time suspend, alter, continue or
terminate any such committee or the powers and functions thereof.
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ARTICLE VI
OFFICERS
Section 1. Number, Election, Term of Office and Qualification. The number,
titles and duties of the officers shall be determined by the Board of Directors
from time to time, subject to the provisions of applicable law, the Certificate
of Incorporation, and these By-Laws. Each officer shall be elected by the Board
of Directors and shall hold office until such officer's successor is elected and
qualified or until such officer's death, resignation or removal. The election of
officers shall be held annually at the first meeting of the Board of Directors
held after each annual meeting of stockholders, subject to the power of the
Board of Directors to designate any office at any time and elect any person
thereto. The officers shall include a Chairman of the Board, a President, and
may include one or more Vice Chairman of the Board, one or more Vice Presidents,
a Secretary, a Treasurer, and such other officers as the Board of Directors may
determine. The same person may hold any two or more offices, and in any such
case, these By-Laws shall be construed and understood accordingly; provided that
the same person may not hold the offices of Chairman of the Board and Secretary
or President and Secretary. No officer other than the Chairman of the Board,
President or Vice Chairman of the Board need be a director of the Corporation.
Section 2. Removal. Any officer or agent may be removed at any time, with or
without cause, by the Board of Directors.
Section 3. Vacancies. Any vacancy occurring in any office of the Corporation
may be filled for the unexpired term in the manner prescribed by these By-Laws
for the regular election to such office.
Section 4. Chief Executive Officer. The Board of Directors shall designate one
of the officers to be the Chief Executive Officer. Subject to the direction and
under the supervision of the Board of Directors, the Chief Executive Officer
shall have general charge of the business, affairs and property of the
Corporation, and control over its officers, agents and employees.
Section 5. The Secretary. The Secretary shall keep the minutes of the
proceedings of the stockholders and of the Board of Directors in one or more
books to be kept for that purpose. He shall have custody of the seal of the
Corporation and shall have authority to cause such seal to be affixed to, or
impressed or otherwise reproduced upon, all documents the execution and delivery
of which on behalf of the Corporation shall have been duly authorized. He shall
in general, perform all duties and have all powers incident to the office of
Secretary and shall perform such other duties and have such other powers as may
from time to time be assigned to him by these By-Laws, by the Board of Directors
or by the Chief Executive Officer.
Section 6. Treasurer. The Treasurer shall have custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation. He shall cause all moneys
and other valuable effects to be deposited in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of Directors.
He shall cause the funds of the Corporation to be disbursed when such
disbursements have been duly authorized, taking proper vouchers for such
disbursements, and shall render to the Chief Executive Officer and the Board of
Directors, whenever requested, an account of all his transactions as Treasurer
and of the financial condition of the Corporation. He shall, in general, perform
all duties and have all powers incident to the office of Treasurer and shall
perform such other duties and have such other powers as may from time to time be
assigned to him by these By-Laws, by the Board of Directors or by the Chief
Executive Officer.
ARTICLE VII
FIXING RECORD DATE
In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock,
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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 days nor less than
ten days before the date of such meeting, nor more than sixty days prior to any
other action. If no record date is fixed, 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 and the record date for
determining stockholders for any other purpose shall be at the close of business
on the day 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.
ARTICLE VIII
EXECUTION OF INSTRUMENTS
Section 1. Execution of Instruments Generally. All documents, instruments or
writings of any nature shall be signed, executed, verified, acknowledged and
delivered by such officer or officers or such agent or agents of the Corporation
and in such manner as the Board of Directors from time to time may determine.
Section 2. Checks, Drafts, Etc. All notes, drafts, acceptances, checks,
endorsements, and all evidence of indebtedness of the Corporation whatsoever,
shall be signed by such officer or officers or such agent or agents of the
Corporation and in such manner as the Board of Directors from time to time may
determine. Endorsements for deposit to the credit of the Corporation in any of
its duly authorized depositories shall be made in such manner as the Board of
Directors from time to time may determine.
Section 3. Proxies and Consents. Proxies to vote and written consent with
respect to shares of stock of other corporations owned by or standing in the
name of the Corporation may be executed and delivered from time to time on
behalf of the Corporation by two officers, one of whom shall be the Chairman,
President, Vice Chairman, or a Vice President and the other of whom shall be the
Secretary or an Assistant Secretary of the Corporation; or by any other person
or persons duly authorized by the Board of Directors.
ARTICLE IX
CAPITAL STOCK
Section 1. Stock Certificates. The interest of every holder of stock in the
Corporation shall be evidenced by a certificate or certificates signed by, or in
the name of the Corporation by the Chairman, President, Vice Chairman or a Vice
President, and by the Secretary or an Assistant Secretary of the Corporation
certifying the number of shares owned by him in the Corporation and in such form
not inconsistent with the Certificate of Incorporation or applicable law as the
Board of Directors may from time to time prescribe. If such certificate is
countersigned (1) by a transfer agent, whether or not a subsidiary of the
Corporation, other than the Corporation or its employee, or (2) by a registrar,
whether or not a subsidiary of the Corporation, other than the Corporation or
its employee, the signatures of the officers of the Corporation may be
facsimiles. In case any officer who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer at the date of issue.
Section 2. Transfer of Stock. Shares of stock of the Corporation shall only be
transferred on the books of the Corporation by the holder of record thereof or
by his attorney duly authorized in writing, upon surrender to the Corporation of
the certificates for such shares endorsed by the appropriate person or persons,
with such evidence of the authenticity of such endorsement, transfer,
authorization and other matters as the Corporation may reasonably require, and
accompanied by all necessary stock transfer tax stamps. In that event it shall
be the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction on its books.
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Section 3. Rights of Corporation with Respect to Registered Owners. Prior to
the surrender to the Corporation of the certificates for shares of stock with a
request to record the transfer of such shares, the Corporation may treat the
registered owner as the person entitled to receive dividends, to vote, to
receive notifications, and otherwise to exercise all the rights and powers of an
owner.
Section 4. Transfer Agents and Registrars. The Board of Directors may make
such rules and regulations as it may deem expedient concerning the issuance and
transfer of certificates for shares of the stock of the Corporation and may
appoint transfer agents or registrars or both, and may require all certificates
of stock to bear the signature of either or both. Nothing herein shall be
construed to prohibit the Corporation or any subsidiary of it from acting as its
own transfer agent or registrar at any of its offices.
Section 5. Lost, Destroyed and Stolen Certificates. Where the owner of a
certificate for shares claims that such certificate has been lost, destroyed or
wrongfully taken, the Corporation shall issue a new certificate in place of the
original certificate if the owner satisfies such reasonable requirements,
including evidence of such loss, destruction, or wrongful taking, as may be
imposed by the Corporation, including but without limitation, the delivery to
the Corporation of an indemnity bond satisfactory to it.
ARTICLE X
SEAL
The corporate seal, subject to alteration by the Board of Directors, shall be in
the form of a circle and shall bear the name of the Corporation and the year of
its incorporation and shall indicate its formation under the laws of the State
of Delaware. Such seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced.
ARTICLE XI
FISCAL YEAR
The fiscal year of the Corporation shall be the calendar year except as
otherwise provided by the Board of Directors.
ARTICLE XII
AMENDMENTS
The By-Laws of the Corporation may be amended or repealed, or new By-Laws not
inconsistent with law or any provision of the Certificate of Incorporation, as
amended, may be made and adopted by a majority vote of the whole Board of
Directors at any regular or special meeting of the Board.
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Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘10-K405’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 3/27/96 |
| | 3/8/96 | | 1 |
| For Period End: | | 12/31/95 | | | | | | | 11-K |
| List all Filings |
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