Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 77± 350K
8: EX-3.(II) Articles of Incorporation/Organization or By-Laws 15± 63K
3: EX-10.(F) Material Contract 4± 15K
2: EX-10.(O) Material Contract 7± 29K
4: EX-11 Statement re: Computation of Earnings Per Share 1 8K
5: EX-21 Subsidiaries of the Registrant 7± 29K
6: EX-23 Consent of Experts or Counsel 1 8K
7: EX-27 Financial Data Schedule (Pre-XBRL) 1 7K
EX-3.(II) — Articles of Incorporation/Organization or By-Laws
EXHIBIT 3(ii)
THE DOW CHEMICAL COMPANY
BYLAWS
As of July 14, 1994
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THE DOW CHEMICAL COMPANY
BYLAWS*
(As re-adopted in full on November 21, 1985, effective December 1, 1985;
and as amended February 13, 1986; October 9, 1986; May 14, 1987; November 12,
1987; July 11, 1991; November 12, 1992; April 8, 1993; February 10,
1994; April 14, 1994 and July 14, 1994.)
SECTION I
CAPITAL STOCK
Section 1.1. Certificates. Every holder of stock in the Company
shall be entitled to have a certificate signed in the name of the Company
by the Chairman of the Board of Directors or the President or an Executive
Vice President or a Vice President, and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary of the Company
certifying the number of shares in the Company owned by such holder. If
such certificate is countersigned (a) by a transfer agent other than the
Company or its employee, or (b) by a registrar other than the Company 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 Company with the same effect as if such
person were such officer, transfer agent or registrar at the date of issue.
Section 1.2. Record Ownership. The certificates of each class or
series of a class of stock shall be numbered consecutively. A record of
the name and address of the holder of each certificate, the number of
shares represented thereby and the date of issue thereof shall be made on
the Company's books. The Company shall be entitled to treat the holder of
record of any share of stock as the holder in fact thereof, and accordingly
shall not be bound to recognize any equitable or other claim to or interest
in any share on the part of any other person, whether or not it shall have
express or other notice thereof, except as required by the laws of the
State of Delaware.
Section 1.3. Transfer of Record Ownership. Transfers of stock shall
be made on the books of the Company only by direction of the person named
in the certificate or such person's attorney, lawfully constituted in
writing, and only upon the surrender of the certificate therefor and a
written assignment of the shares evidenced thereby, which certificate shall
be canceled before the new certificate is issued.
Section 1.4. Lost Certificates. Any person claiming a stock
certificate in lieu of one lost, stolen or destroyed shall give the Company
an affidavit as to such person's ownership of the certificate and of the
facts which go to prove its loss, theft or destruction. Such person shall
also, if required by policies adopted by the Board of Directors, give the
Company a bond, in such form as may be approved by the General Counsel or
his or her staff, sufficient to indemnify the Company against any claim
that may be made against it on account of the alleged loss of the
certificate or the issuance of a new certificate.
Section 1.5. Transfer Agents; Registrars; Rules Respecting
Certificates. The Board of Directors may appoint, or authorize any officer
or officers to appoint, one or more transfer agents and one or more
registrars. The Board of Directors may make such further rules and
regulations as it may deem expedient concerning the issue, transfer and
registration of stock certificates of the Company.
Section 1.6. Record Date. The Board of Directors may fix in advance
a date, not exceeding sixty days preceding the date of any meeting of
stockholders, payment of dividend or other distribution, allotment of
rights or change, conversion or exchange of capital stock or for the
purpose of any other lawful action, as the record date for determination of
the stockholders entitled to notice of and to vote at any such meeting and
any adjournment thereof, or to receive any such dividend or other
distribution or allotment of rights, or to exercise the rights in respect
of any such change, conversion or exchange of capital stock, or to
participate in any such other lawful action, and in such case such
stockholders and only such stockholders as shall be stockholders of record
on the date so fixed shall be entitled to such notice of and to vote at
such meeting and any adjournment thereof, or to receive such dividend or
other distribution or allotment of rights, or to exercise such rights, or
to participate in any such other lawful action, as the case may be,
notwithstanding any transfer of any stock on the books of the Company after
any such record date fixed as aforesaid.
SECTION II
MEETINGS OF STOCKHOLDERS
Section 2.1. Annual. The annual meeting of stockholders for the
election of Directors and the transaction of such other proper business
shall be held during the month of May each year at a time and place, within
or without Delaware, as determined by the Board of Directors.
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Section 2.2. Special. Special meetings of stockholders for any
purpose or purposes may be called only by the Board of Directors, pursuant
to a resolution adopted by a majority of the entire Board of Directors,
either upon motion of a Director or upon written request by the holders of
at least fifty percent of the voting power of all the shares of capital
stock of the Company then entitled to vote generally in the election of
Directors. Special meetings may be held at any place, within or without
Delaware.
Section 2.3. Notice. Written notice of each meeting of stockholders,
stating the time, place and purpose thereof, shall be mailed by the
Secretary or an Assistant Secretary not less than ten days nor more than
sixty days before such meeting to every stockholder entitled to vote
thereat.
Section 2.4. List of Stockholders. A complete list of the
stockholders entitled to vote at any meeting of stockholders, arranged in
alphabetical order, and showing the address of each stockholder and the
number of shares registered in the name of each stockholder, shall be
prepared by the Secretary and shall be open to the examination of any
stockholder, 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, for at
least ten days before the meeting and at the place of the meeting during
the whole time of the meeting.
Section 2.5. Quorum. The holders of at least fifty percent of the
issued and outstanding stock of the Company entitled to vote with respect
to any one of the purposes for which the meeting is called, present in
person or represented by proxy, shall constitute a quorum, except as
otherwise required by the General Corporation Law of Delaware. In the
event of a lack of quorum, the chairman of the meeting or a majority in
interest of the stockholders present in person or represented by proxy may
adjourn the meeting from time to time without notice other than
announcement at the meeting, until a quorum shall be obtained. At any such
adjourned meeting at which there is a quorum, any business may be
transacted that might have been transacted at the meeting originally
called. (As amended February 10, 1994.)
Section 2.6. Organization. The Chairman of the Board, or, in the
absence of the Chairman of the Board, the President, or, in the absence of
both, any Executive Vice President or Vice President, shall preside at
meetings of stockholders. The Secretary of the Company shall act as
secretary, but in the absence of the Secretary, the presiding officer may
appoint a secretary.
Section 2.7. Voting. Subject to all of the rights of the Preferred
Stock provided for by resolution or resolutions of the Board of Directors
pursuant to Article IV of the Certificate of Incorporation or by the
General Corporation Law of Delaware, each stockholder shall be entitled to
one vote, in person or by written proxy, for each voting share held of
record by such stockholder. The votes for the election of Directors and,
upon the demand of any stockholder, the vote upon any matter before the
meeting shall be by written ballot. Except as otherwise required by the
General Corporation Law of Delaware or as specifically provided for in the
Certificate of Incorporation or these Bylaws, in any question or matter
brought before any meeting of stockholders (other than the election of
Directors), the affirmative vote of the holders of voting shares present in
person or by proxy representing a majority of the votes actually cast on
any such question or matter shall be the act of the stockholders.
Directors shall be elected by a plurality of the votes of the voting shares
present in person or represented by proxy at the meeting and entitled to
vote and actually cast on the election of Directors. (As amended February 13,
1986, effective May 8, 1986, and further amended February 10, 1994.)
Section 2.8. Judges. All votes by written ballot at any meeting of
stockholders shall be conducted by a bank or trust company, or by two
judges, appointed for that purpose, either by the Board of Directors or by
the chairman of the meeting. The bank, trust company or judges shall
decide upon the qualifications of voters and the validity of proxies, and
shall count the votes and declare the result.
SECTION III
BOARD OF DIRECTORS
Section 3.1. Number and Qualifications. The business and affairs of
the Company shall be managed by or under the direction of its Board of
Directors. The number of Directors constituting the entire Board of
Directors shall be not less than six nor more than twenty-one, as
authorized from time to time exclusively by a vote of a majority of the
entire Board of Directors. As used in these Bylaws,* the term "entire
Board of Directors" means the total authorized number of Directors that the
Company would have if there were no vacancies. Each Director shall at all
times be the holder of Common Stock of the Company.
Section 3.2. Resignation. A Director may resign at any time by
giving written notice to the Chairman of the Board, to the President or the
Secretary. Unless otherwise stated in such notice of resignation, the
acceptance thereof shall not be necessary to make it effective; and such
resignation shall take effect at the time specified therein or, in the
absence of such specification, it shall take effect upon the receipt
thereof.
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Section 3.3. Regular Meetings. Regular meetings of the Board of
Directors may be held without further notice at such time and place as
shall from time to time be determined by the Board of Directors. A meeting
of the Board of Directors for the election of officers and the transaction
of such other business as may come before it may be held without notice
immediately following the annual meeting of stockholders.
Section 3.4. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board or the President or at
the request in writing of one-third of the Directors then in office.
Section 3.5. Notice of Special Meetings. Notice of the time and
place of each special meeting shall be mailed to each Director at least two
days before the meeting or telegraphed or telecopied to such Director at
least one day before the meeting. The notice need not state the purposes
of the special meeting.
Section 3.6. Place of Meetings. The Directors may hold their
meetings and have an office or offices outside of Delaware.
Section 3.7 Quorum. A majority of the total number of Directors then
holding office shall constitute a quorum. In the event of lack of a
quorum, a majority of the Directors present may adjourn the meeting from
time to time without notice, other than announcement at the meeting until a
quorum shall be obtained.
Section 3.8. Organization. The Chairman of the Board, or, in the
absence of the Chairman of the Board, the President, or, in the absence of
both, a member of the Board selected by the members present, shall preside
at meetings of the Board. The Secretary of the Company shall act as
secretary, but in the absence of the Secretary, the presiding officer may
appoint a secretary.
Section 3.9. Compensation of Directors. Directors shall receive such
compensation for their services as the Compensation Committee may determine
pursuant to Section 4.4(a) of these Bylaws.* or as the Board of Directors
may determine. Any Director may serve the Company in any other capacity
and receive compensation therefor. (As amended July 14, 1994.)
Section 3.10. Notification of Nominations. Nominations for the
election of Directors may be made by the Board of Directors or by any
stockholder entitled to vote for the election of Directors. Any
stockholder entitled to vote for the election of Directors at a meeting
may nominate persons for election as Directors only if written notice of
such stockholder's intent to make such nomination is given, either by
personal delivery or by United States mail, postage prepaid, to the
Secretary of the Company not later than (i) with respect to an election
to be held at an annual meeting of stockholders, 90 days in advance of
such meeting, and (ii) with respect to an election to be held at a
special meeting of stockholders for election of Directors, the close of
business on the seventh day following the date on which notice of such
meeting is first given to stockholders. Each such notice shall set
forth: (a) the name and address of the stockholder who intends to make
the nomination and of the person or persons to be nominated, (b) a
representation that such stockholder is a holder of record of Common
Stock of the Company entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice, (c) a description of all arrangements
or understandings between such stockholder and each nominee and any
other person or persons (naming such person or persons) pursuant to
which the nomination or nominations are to be made by such stockholder,
(d) such other information regarding each nominee proposed by such
stockholder as would have been required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and
Exchange Commission had each nominee been nominated, or intended to be
nominated, by the Board of Directors, and (e) the consent of each
nominee to serve as a Director of the Company if elected. The person
presiding at the meeting of stockholders may refuse to acknowledge the
nomination of any person not made in compliance with the foregoing
procedure. (As adopted February 10, 1994.)
SECTION IV
COMMITTEES OF THE BOARD
Section 4.1. Creation and Organization. The standing committees of
the Board of Directors shall be an Executive Committee; an Audit Committee;
a Compensation Committee; a Committee on Directors; an Environment, Health
and Safety Committee; a Finance Committee; an Investment Policy Committee
and a Public Interest Committee, having the respective duties assigned to
each in this Section IV and any other duties assigned to such committee by
resolution passed by a majority of the entire Board of Directors from time
to time. Each such standing committee shall consist of one or more
Directors and such other ex-officio members as the Board of Directors shall
from time to time determine. The chairman of each standing committee shall
be one of such committee's members who shall be designated as that
committee's chairman by a majority of the entire Board of Directors.
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Members of each standing committee shall be elected by a majority of the
entire Board of Directors at its first meeting after each annual meeting of
stockholders. Vacancies in any standing committee shall be filled by a
majority vote of the entire Board of Directors. The Board of Directors may
appoint executive employees of the Company or its subsidiaries to be ex-
officio members of any standing committee except the Executive Committee.
Ex-officio members of standing committees shall be entitled to be present
at all meetings of their respective committees and to participate in
committee discussions. Each standing committee shall fix its own rules of
procedure and shall meet where and as provided by such rules, but the
presence of a majority of its members shall be necessary to constitute a
quorum. The Board of Directors may from time to time appoint such special
committees with such powers and such members as it may designate in a
resolution or resolutions adopted by a majority of the entire Board of
Directors.
Section 4.2. Executive Committee. During the intervals between the
meetings of the Board of Directors, the Executive Committee shall possess
and may exercise all the powers of the Board of Directors in the management
and direction of the business and affairs of the Company, including the
power and authority:
(a) To authorize the issuance of stock;
(b) To the extent authorized in a resolution or resolutions providing
for the issuance of shares of Preferred Stock adopted by the Board of
Directors, to fix the designations and any of the preferences or rights
of such shares relating to dividends, redemption, dissolution, any
distribution of assets of the Company or the conversion into, or the
exchange of such shares for, shares of any other class or any other
series of any class of stock of the Company, to fix the number of shares
of any series of Preferred Stock or to authorize the increase or decrease
of the shares of any series of Preferred Stock;
(c) To declare dividends on stock; and
(d) To adopt a certificate of ownership and merger in accordance with
the General Corporation Law of Delaware.
The Executive Committee shall consist of the officer who serves as the
chief executive officer pursuant to Section 5.17 and not fewer than three
other Directors. The Executive Committee shall keep minutes of its
meetings. (As amended April 14, 1994.)
Section 4.3. Audit Committee. The Audit Committee shall:
(a) Prior to each annual meeting of stockholders, submit a
recommendation in writing to the Board of Directors for the selection
of independent auditors to be appointed by the Board of Directors in
advance of the annual meeting of stockholders and to be submitted for
ratification or rejection at such meeting;
(b) Annually consult with the independent auditors with regard to the
proposed plan of audit and from time to time consult privately with them
and also with the Corporate Auditor and the Controller with regard to the
adequacy of internal controls; and
(c) Upon completion of the report of audit by the independent
auditors and before the date of the annual meeting of stockholders,
(i) review the financial statements of the Company, and (ii) meet with the
independent auditors and review with them the results of their audit and
any recommendations made to the management. (As amended April 8, 1993.)
Section 4.4. Compensation Committee. The Compensation Committee
shall consist of three or more members, all of whom shall be "disinterested
persons" as defined in Rule 16b-3 of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended, or any future rule
of the Securities and Exchange Commission with respect to the same subject
matter, and who also comply with the rules for eligibility to serve as
members of the award and option committees hereinafter described.
(a) The Compensation Committee may establish rates of salary,
bonuses, retirement and other compensation for all Directors and
officers of the Company as defined in the Securities Exchange Act of 1934,
as amended, or the regulations of the Securities and Exchange Commission,
and for such other personnel as the Board of Directors may from time to
time delegate to it; provided, however, that no member of the
Committee may vote upon his or her own rate of salary or his or her own
bonus, retirement or other compensation except for such items as are
applicable to a group that also includes personnel who are not
Directors or officers, or where his or her participation in such items is
determined by formula; and
(b) The Compensation Committee shall exercise all functions of the
award and option committees under the Company's incentive and option
plans. (As amended July 14, 1994.)
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Section 4.5. Committee on Directors. The Committee on Directors
shall:
(a) Recommend to the Board the individuals to constitute the nominees
of the Board of Directors for election at the next annual meeting of
stockholders and who will be named as such nominees in the proxy statement
used for solicitation of proxies by the Board;
(b) Recommend and nominate an individual for Director to fill the
unexpired term of any vacancy existing in the Board of Directors or
created by an increase in the size of the Board;
(c) Conduct continuing studies of the size and composition of the
Board of Directors and from time to time make recommendations to the
Board for enlargement or reduction in size of the Board; and
(d) Recommend and nominate individuals for election as officers and
members of committees.
Section 4.6. Environment, Health and Safety Committee. The
Environment, Health and Safety Committee shall have the authority and
responsibility to assess all aspects of the Company's environment, health
and safety policies and performance and to make recommendations to the
Board of Directors and the management of the Company with regard to
promoting and maintaining superior standards of performance. (As amended
April 8, 1993.)
Section 4.7. Finance Committee. The Finance Committee shall have the
responsibility of periodically reviewing the financial affairs of the
Company and making recommendations to the Board of Directors concerning the
financial needs of the Company and the methods of providing funds for such
needs.
Section 4.8. Investment Policy Committee. The Investment Policy
Committee shall have the authority and responsibility to:
(a) Establish investment policy for The Dow Chemical Company
Employees' Retirement Plan or any other retirement plan or fund
maintained by the Company for its employees or employees of its
subsidiaries ("Plans");
(b) Employ, replace, discharge and supervise, and review the
performance of trustees and investment advisers acting pursuant to the
Plans;
(c) Enter into, modify, alter, amend or revoke any existing or future
trust agreement or trust relating to the Plans;
(d) Review and advise upon the investment policy of, and performance
of trustees and investment advisers acting pursuant to or on behalf of,
any retirement plan or fund maintained by any directly or indirectly
wholly owned subsidiary or subsidiaries of the Company for the benefit of
its or their employees or the employees of its or their subsidiaries; and
(e) Perform similar duties with respect to such other retirement or
investment plan or fund, or on behalf of such other entities affiliated
with the Company, as the Board of Directors from time to time shall
designate. (As amended November 12, 1992.)
Section 4.9. Public Interest Committee. The Public Interest
Committee shall have the authority and the responsibility to assess any and
all aspects of the Company's decisions to determine their social impact, as
well as the responsibility to develop a worldwide contributions program
including an annual budget. The most socially desirable alternatives for
accomplishing the commercial objectives of the Company and a program and
annual budget for contributions shall be recommended to the Board of
Directors and the management of the Company. Recognizing that positive
perceptions of the Company's policies and actions among its several
constituencies are extremely valuable assets, the Committee will keep
itself informed of these perceptions and will recommend to the Board and
management actions directed at continually enhancing the Company's public
image.
Section 4.10. Powers Reserved to the Board. No committee of the
Board of Directors shall have the power or authority to:
(a) Recommend the amendment of the Certificate of Incorporation or
amend these Bylaws;*
(b) Adopt or approve any agreement of merger or consolidation with
relation to the Company;
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(c) Recommend to the stockholders a sale, lease or exchange of all or
substantially all of the assets and property of the Company; or
(d) Recommend a dissolution of the Company or a revocation of a
dissolution of the Company.
No committee of the Board of Directors shall take any action that is
required by these Bylaws,* the Certificate of Incorporation or the General
Corporation Law of Delaware to be taken by a vote of a specified proportion
of the entire Board of Directors.
SECTION V
OFFICERS
Section 5.1. Designation. The officers of the Company shall be a
Chairman of the Board, a President, one or more Executive Vice Presidents,
one or more Vice Presidents, a Treasurer, one or more Assistant Treasurers,
a Secretary, one or more Assistant Secretaries, a Controller, one or more
Assistant Controllers and a General Counsel. The Board of Directors also
may elect or appoint, or provide for the appointment of, such other
officers or agents as may from time to time appear necessary or advisable
in the conduct of the business and affairs of the Company. (As amended
February 13, 1986.)
Section 5.2. Election and Term. At its first meeting after each
annual meeting of stockholders, the Board of Directors shall elect the
officers. The term of each officer shall be until the first meeting of the
Board of Directors following the next annual meeting of stockholders and
until such officer's successor is chosen and qualified.
Section 5.3. Resignation. Any officer may resign at any time by
giving written notice to the President or the Secretary. Unless otherwise
stated in such notice of resignation, the acceptance thereof shall not be
necessary to make it effective; and such resignation shall take effect at
the time specified therein or, in the absence of such specification, it
shall take effect upon the receipt thereof.
Section 5.4. Removal. Except where otherwise expressly provided in a
contract authorized by the Board of Directors, any officer elected by the
Board of Directors may be removed at any time with or without cause by the
affirmative vote of a majority of the entire Board of Directors.
Section 5.5. Vacancies. A vacancy in any office may be filled for
the unexpired portion of the term by the Board of Directors.
Section 5.6. Chairman of the Board. The Chairman of the Board shall
preside at all meetings of the Board of Directors and shall have such other
powers and perform such other duties as may be assigned by the Board of
Directors. (As amended May 14, 1987; November 12, 1987; November 12, 1992;
effective December 1, 1992; and April 14, 1994.)
Section 5.7. President. The President shall have such other powers
and perform such other duties as may be assigned by the Board of Directors.
(As amended May 14, 1987; November 12, 1987; November 12, 1992; effective
April 1, 1993; and April 14, 1994.)
Section 5.8. Executive Vice Presidents. The Executive Vice
Presidents shall assist the President in the management of the business and
affairs of the Company and shall perform such other duties as may be
assigned by the President or the Board of Directors.
Section 5.9. Vice Presidents. Each Vice President shall have such
powers and perform such duties as may be assigned by the President or the
Board of Directors. The Board of Directors may designate a Financial Vice
President and one or more Vice Presidents as Senior Vice Presidents or
Group Vice Presidents.
Section 5.10. Treasurer. The Treasurer shall have charge of all
funds of the Company and shall perform all acts incident to the position of
Treasurer, subject to the control of the Board of Directors.
Section 5.11. Assistant Treasurers. Each Assistant Treasurer shall
have such powers and perform such duties as may be assigned by the
Treasurer or the Board of Directors.
Section 5.12. Secretary. The Secretary shall keep the minutes
and give notices of all meetings of stockholders and Directors and
of such committees as directed by the Board of Directors. The
Secretary shall have charge of such books and papers as
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the Board of Directors may require. The Secretary (or any Assistant
Secretary) is authorized to certify copies of extracts from minutes
and of documents in the Secretary's charge, and anyone may rely on
such certified copies to the same effect as if such copies were
originals and may rely upon any statement of fact concerning the Company
certified by the Secretary (or any Assistant Secretary). The Secretary shall
perform all acts incident to the office of Secretary, subject to the control
of the Board of Directors.
Section 5.13. Assistant Secretaries. Each Assistant Secretary shall
have such powers and perform such duties as may be assigned by the
Secretary or the Board of Directors.
Section 5.14. Controller. The Controller shall be in charge of the
accounts of the Company. The Controller shall have such other powers and
perform such other duties as may be assigned by the Board of Directors and
shall submit such reports and records to the Board of Directors as it may
request.
Section 5.15. Assistant Controllers. Each Assistant Controller shall
have such powers and perform such duties as may be assigned by the
Controller or the Board of Directors. (As adopted on February 13, 1986.)
Section 5.16. General Counsel. The General Counsel shall be in
charge of all matters concerning the Company involving litigation or legal
counseling. The General Counsel shall have such other powers and perform
such other duties as may be assigned by the Board of Directors and shall
submit such reports to the Board of Directors as it may request.
(As renumbered on February 13, 1986.)
Section 5.17. Designation of an Officer as the Chief Executive
Officer. The Board of Directors shall designate one of the elected
officers the chief executive officer of the Company. The chief executive
officer shall be in general and active charge of the business and affairs
of the Company. The chief executive officer shall have the power to sign
certificates of stock, contracts and instruments of conveyance, checks,
drafts, notes, orders for the payment of money, authorized bonds and
similar obligations. (As adopted on April 14, 1994.)
Section 5.18. Designation of an Officer as the Chief Operating
Officer. The Board of Directors may designate one of the elected officers
the chief operating officer of the Company with such powers and duties as
may be assigned by the Board of Directors. (As adopted on April 14, 1994.)
Section 5.19. Compensation of Officers. The officers of the Company
shall receive such compensation for their services as the Compensation
Committee may determine pursuant to Section 4.4(a) of these Bylaws.*
(As renumbered on February 13, 1986 and April 14, 1994.)
SECTION VI
INDEMNIFICATION
Section 6.1. Mandatory Indemnification of Directors, Officers and
Employees. The Company shall indemnify, to the full extent permitted by
the laws of the State of Delaware, any person who was or is a defendant or
is threatened to be made a defendant to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such person
(a) is or was a Director, officer or employee of the Company, or (b) is or
was a Director, officer or employee of the Company and is or was serving at
the request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding. Any repeal, amendment or
modification of this Section 6.1 shall not affect any rights or obligations
then existing between the Company and any then incumbent or former
Director, officer or employee with respect to any state of facts then or
theretofore existing or any action, suit or proceeding theretofore or
thereafter brought based in whole or in part upon such state of facts.
(As amended February 13, 1986, effective May 8, 1986; and July 11, 1991.)
Section 6.2. Permitted Indemnification of Directors, Officers,
Employees and Agents. The Company may indemnify, to the full extent
permitted by the laws of the State of Delaware, any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such person
(a) is or was a Director, officer, employee or agent of the Company, or
(b) is or was a Director, officer, employee or agent of the Company and is
or was serving at the request of the Company as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding. (As amended
February 13, 1986, effective May 8, 1986.)
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Section 6.3. Judicial Determination of Indemnification. Any
incumbent or former Director, officer or employee may apply to any court of
competent jurisdiction in the State of Delaware to order indemnification to
the extent mandated under Section 6.1 above. The basis of such order of
indemnification by a court shall be a determination by such court that
indemnification of the incumbent or former Director, officer or employee is
proper in the circumstances. Notice of any application for indemnification
pursuant to this Section 6.3 shall be given to the Company promptly upon
the filing of such application. (As amended February 13, 1986, effective
May 8, 1986; and July 11, 1991.)
Section 6.4. Expenses Payable in Advance. Expenses incurred by any
Director or officer in defending or investigating a threatened or pending
action, suit or proceeding shall be paid by the Company in advance of the
final disposition of such action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the Director or officer to repay such amount
if it ultimately shall be determined that the Director or officer is not
entitled to be indemnified by the Company as authorized in this Section VI.
Such expenses incurred by other employees and agents may be so paid upon
such terms and conditions, if any, as the Board of Directors deems
appropriate. (As amended February 13, 1986, effective May 8, 1986; and
October 9, 1986.)
Section 6.5. Nonexclusivity. The indemnification and advancement of
expenses mandated or permitted by, or granted pursuant to, this Section VI
shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
Bylaw,* agreement, contract, vote of stockholders or disinterested
Directors or pursuant to the direction (howsoever embodied) of any court of
competent jurisdiction or otherwise both as to action by the person in an
official capacity and as to action in another capacity while holding such
office, it being the policy of the Company that indemnification of the
persons specified in Sections 6.1 or 6.2 above as defendants shall be made
to the fullest extent permitted by the laws of the State of Delaware. The
provisions of this Section VI shall not be deemed to preclude the
indemnification of any person who is not specified in Sections 6.1 or 6.2
above, but whom the Company has the power or obligation to indemnify under
the laws of the State of Delaware or otherwise. (As amended February 13,
1986, effective May 8, 1986; and October 9, 1986.)
Section 6.6. Insurance. The Company may purchase and maintain
insurance on behalf of any person who is or was a Director, officer,
employee or agent of the Company, or is or was serving at the request of
the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against and incurred by such person in any such
capacity, or arising out of the person's status as such, whether or not the
Company would have the power or the obligation to indemnify the Director,
officer, employee or agent of the Company against such liability under the
provisions of this Section VI. (As amended February 13, 1986, effective
May 8, 1986.)
Section 6.7. Definitions. For the purposes of this Section VI
references to "the Company" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify
its directors, officers and employees or agents, so that any person who is
or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall
stand in the same position under the provisions of this Section VI with
respect to the resulting or surviving corporation as such person would have
with respect to such constituent corporation if its separate existence had
continued. The term "other enterprise" as used in this Section VI shall
include employee benefit plans. References to "fines" in this Section VI
shall include excise taxes assessed on a person with respect to an employee
benefit plan. The phrase "serving at the request of the Company" shall
include any service as a Director, officer, employee or agent of the
Company that imposes duties on, or involves services by, such Director,
officer, employee or agent with respect to any employee benefit plan, its
participants or beneficiaries. (As amended February 13, 1986, effective
May 8, 1986.)
Section 6.8. Survival. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Section VI shall
continue as to a person who has ceased to be a Director, officer, employee
or agent of the Company and shall inure to the benefit of the heirs,
executors and administrators of such person. (As amended October 9, 1986.)
SECTION VII
MISCELLANEOUS
Section 7.1. Seal. The corporate seal shall have inscribed upon it
the name of the Company, the year "1947" and the words "Corporate Seal" and
"Delaware." The Secretary shall be in charge of the seal and may authorize
a duplicate seal to be kept and used by any other officer or person.
Section 7.2. Waiver of Notice. Whenever any notice is required to be
given, a waiver thereof in writing, signed by the person or persons
entitled to the notice, whether before or after the time stated therein,
shall be deemed equivalent thereto.
65
Section 7.3. Voting of Stock Owned by the Company. Powers of
attorney, proxies, waivers of notice of meeting, consents and other
instruments relating to securities owned by the Company may be executed in
the name of and on behalf of the Company by the President, any Executive
Vice President, any Vice President or the General Counsel. Any such
officer may, in the name of and on behalf of the Company, take all such
action as any such officer may deem advisable to vote in person or by proxy
at any meeting of security holders of any corporation in which the Company
may own securities and at any such meeting shall possess and may
exercise any and all rights and powers incident to the ownership of such
securities and which, as the owner thereof, the Company might have
exercised and possessed if present. The Board of Directors may from time
to time confer like powers upon any other person or persons.
Section 7.4. Executive Office. The principal executive office of the
Company shall be located in the City of Midland, County of Midland, State
of Michigan, where the books of account and records shall be kept. The
Company also may have offices at such other places, both within and without
Delaware, as the Board of Directors from time to time shall determine or
the business and affairs of the Company may require.
SECTION VIII
AMENDMENT OF BYLAWS*
Section 8.1. The Board of Directors shall have power to amend, alter,
change, adopt and repeal the Bylaws* of the Company at any regular or
special meeting. The stockholders also shall have power to amend, alter,
change, adopt and repeal the Bylaws* of the Company at any annual or
special meeting subject to the requirements of the Certificate of
Incorporation.
* Spelling as amended April 8, 1993.
66
Dates Referenced Herein
| This ‘10-K’ Filing | | Date | | Other Filings |
|---|
| |  |
| Filed on: | | 3/23/95 | | None on these Dates |
| For Period End: | | 12/31/94 |
| | 7/14/94 |
| | 4/14/94 |
| | 2/10/94 |
| | 4/8/93 |
| | 4/1/93 |
| | 12/1/92 |
| | 11/12/92 |
| List all Filings |
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