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 25± 102K
2: EX-3.K Articles of Incorporation/Organization or By-Laws 2± 13K
3: EX-3.L Articles of Incorporation/Organization or By-Laws 2± 13K
4: EX-3.M Articles of Incorporation/Organization or By-Laws 2± 13K
5: EX-3.N Articles of Incorporation/Organization or By-Laws 19± 87K
6: EX-10.A.I Material Contract 18± 82K
7: EX-10.A.II Material Contract 2± 13K
8: EX-10.A.II Material Contract 3± 15K
9: EX-10.B.I Material Contract 8± 33K
10: EX-10.B.II Material Contract 2± 13K
11: EX-11 Statement re: Computation of Earnings Per Share 2± 12K
12: EX-12 Statement re: Computation of Ratios 1 9K
13: EX-21 Subsidiaries of the Registrant 2± 12K
14: EX-23 Consent of Experts or Counsel 1 10K
16: EX-27 Exhibit 27.1 1 11K
17: EX-27 Exhibit 27.2 1 11K
15: EX-27 Financial Data Schedule (Pre-XBRL) 1 10K
EX-3.N — Articles of Incorporation/Organization or By-Laws
Exhibit Table of Contents
Exhibit 3(n)
------------
TEXAS INSTRUMENTS INCORPORATED
BY-LAWS
(As Amended Through January 20, 2000)
Index*
Page
ARTICLE I - Offices
Section 1. Registered Office . . . . . . . . . . . . . . . 1
2. Other Offices . . . . . . . . . . . . . . . . . 1
ARTICLE II - Meetings of Stockholders
Section 1. Annual Meetings . . . . . . . . . . . . . . . . 1
2. Special Meetings . . . . . . . . . . . . . . . . 2
3. Place of Meeting . . . . . . . . . . . . . . . . 2
4. Notice of Meetings . . . . . . . . . . . . . . . 2
5. Quorum . . . . . . . . . . . . . . . . . . . . . 3
6. Voting . . . . . . . . . . . . . . . . . . . . . 3
7. List of Stockholders . . . . . . . . . . . . . . 4
8. Inspectors . . . . . . . . . . . . . . . . . . . 5
9. Nomination of Directors; Notice of
Stockholder Nominees . . . . . . . . . . . . 5
10. Business at Annual Meeting; Notice
of Stockholder Business . . . . . . . . . . . 7
ARTICLE III - Board of Directors
Section 1. General Powers . . . . . . . . . . . . . . . . . 8
2. Number, Term of Office and
Qualifications . . . . . . . . . . . . . . . 8
3. Election of Directors . . . . . . . . . . . . . 9
4. Organization and Order of Business . . . . . . . 9
5. Resignations . . . . . . . . . . . . . . . . . . 9
6. Vacancies and Increases . . . . . . . . . . . . 9
7. Emergency By-Laws and Other
Powers in Emergency . . . . . . . . . . . . . 10
8. Place of Meeting . . . . . . . . . . . . . . . . 11
9. Annual Meetings . . . . . . . . . . . . . . . . 11
10. Regular Meetings . . . . . . . . . . . . . . . . 11
11. Special Meetings; Notice . . . . . . . . . . . . 12
12. Quorum and Manner of Acting . . . . . . . . . . 13
13. Compensation . . . . . . . . . . . . . . . . . . 13
*This Index is not part of the official text of the By-Laws.
Page
ARTICLE IV - Committees of Directors
Section 1. Appointment of Committees . . . . . . . . . . . 14
2. Procedure . . . . . . . . . . . . . . . . . . . 15
3. Minutes of Committee Proceedings . . . . . . . . 15
ARTICLE V - Officers
Section 1. Officers . . . . . . . . . . . . . . . . . . . . 15
2. Election and Term of Office . . . . . . . . . . 16
3. Election by Board Committee or Officer . . . . . 16
4. Removal . . . . . . . . . . . . . . . . . . . . 16
5. Resignations . . . . . . . . . . . . . . . . . . 17
6. Vacancies . . . . . . . . . . . . . . . . . . . 17
7. Chairman of the Board of Directors . . . . . . . 17
8. President . . . . . . . . . . . . . . . . . . . 17
9. Inability of Chairman of the Board
and President to Act . . . . . . . . . . . . 18
10. Executive Vice Presidents,
Senior Vice Presidents and
Vice Presidents . . . . . . . . . . . . . . . 18
11. The Secretary . . . . . . . . . . . . . . . . . 18
12. The Assistant Secretary . . . . . . . . . . . . 19
13. The Treasurer . . . . . . . . . . . . . . . . . 19
14. The Assistant Treasurer . . . . . . . . . . . . 20
15. Salaries . . . . . . . . . . . . . . . . . . . . 21
ARTICLE VI - Limitation of Liability and Indemnification
of Directors, Officers and Certain
Representatives of the Corporation
Section 1. Limitation of Liability . . . . . . . . . . . . 21
2. Indemnification of Directors,
Officers and Employees . . . . . . . . . . . 22
ARTICLE VII - Contracts, Checks, Drafts, Bank Accounts,
Books and Records, etc.
Section 1. Execution of Contracts . . . . . . . . . . . . . 23
2. Loans . . . . . . . . . . . . . . . . . . . . . 23
3. Checks, Drafts, etc . . . . . . . . . . . . . . 24
4. Deposits . . . . . . . . . . . . . . . . . . . . 24
5. General and Special Bank Accounts . . . . . . . 24
6. Proxies in Respect of Stock or Other
Securities of Other Corporations . . . . . . 25
Page
ARTICLE VIII - Books and Records . . . . . . . . . . . . . . . 26
ARTICLE IX - Shares and Their Transfer; Examination
of Books
Section 1. Certificates for Stock . . . . . . . . . . . . . 26
2. Transfers of Stock . . . . . . . . . . . . . . . 27
3. Regulations . . . . . . . . . . . . . . . . . . 27
4. Lost, Destroyed, Stolen, and
Mutilated Certificates . . . . . . . . . . . 28
5. Fixing Record Date . . . . . . . . . . . . . . . 28
ARTICLE X - Seal . . . . . . . . . . . . . . . . . . . . . . . 29
ARTICLE XI - Fiscal Year . . . . . . . . . . . . . . . . . . . 29
ARTICLE XII - Notices and Waivers Thereof . . . . . . . . . . 29
ARTICLE XIII - Annual Financial Statement . . . . . . . . . . 30
ARTICLE XIV - Amendments . . . . . . . . . . . . . . . . . . . 31
B Y - L A W S
of
TEXAS INSTRUMENTS INCORPORATED
ARTICLE I
Offices
Section 1. Registered Office. The registered office of the
Corporation in the State of Delaware shall be at 100 West Tenth Street, in the
City of Wilmington, County of New Castle, and the name of the registered agent
in charge thereof is The Corporation Trust Company.
Section 2. Other Offices. The Corporation may also have a general
office in the City of Dallas, State of Texas, and may also have such other
office or offices, either within or without the State of Delaware, as the
Board of Directors may from time to time appoint or as the business of the
Corporation may require.
ARTICLE II
Meetings of Stockholders
Section 1. Annual Meetings. An annual meeting of the stockholders
of the Corporation shall be held on the third Thursday in April in each year
or on such other date as may be fixed from time to time by the Board of
Directors, at such hour as may be specified in the notice thereof, for the
purpose of electing directors and for the transaction of such other business
as may properly be brought before such meeting. If any annual meeting shall
not be held on the day designated or as provided herein, the Board of
Directors shall cause the meeting of the stockholders to be held as soon
thereafter as convenient for the election of such directors. A failure to
hold the annual meeting of the stockholders at the designated time or to elect
a sufficient number of directors to conduct the business of the Corporation
shall not affect otherwise valid corporate acts and shall not work any
forfeiture or dissolution of the Corporation.
Section 2. Special Meetings. Special meetings of the stockholders,
for any purpose or purposes, may be called at any time by the Chairman of the
Board, President or the Board of Directors, and shall be called by the
Chairman of the Board, President or the Secretary at the request in writing of
a majority of the Board of Directors, except as otherwise provided by law or
in the Certificate of Incorporation or any amendment thereto.
Section 3. Place of Meeting. All meetings of the stockholders for
the election of directors shall be held in the City of Dallas, State of Texas,
at such place within such City as may be fixed from time to time by the Board
of Directors, or at such other place either within or without the State of
Delaware as shall be designated from time to time by the Board of Directors
and stated in the notice of the meeting. All other meetings of the
stockholders shall be held at such places, within or without the State of
Delaware, as may from time to time be fixed by the Board of Directors or as
shall be specified or fixed in the respective notices or waivers of notice
thereof.
Section 4. Notice of Meetings. Except as otherwise expressly
required by law or by these By-Laws, notice of each meeting of the
stockholders, whether annual or special, shall be given not less than ten (10)
nor more than sixty (60) days before the date of the meeting, to each
stockholder of record of the Corporation entitled to vote at such meeting by
delivering a written or printed notice thereof to him personally or by
depositing such notice in the United States mail postage prepaid, directed to
the stockholder at his address as it appears upon the records of the
Corporation. Every such notice shall state the place, date and hour of the
meeting and, if the meeting be special, briefly, the purpose or purposes
thereof. Except when expressly required by law, no publication of any notice
of a meeting of the stockholders shall be required; and except when expressly
required by law, no notice of any adjourned meeting of the stockholders of the
Corporation need be given.
Section 5. Quorum. At all meetings of the stockholders (except
where otherwise provided by law, by the Certificate of Incorporation or by
these By-Laws) stockholders holding of record a majority of the shares of
stock of the Corporation issued and outstanding and entitled to vote thereat,
present in person or by proxy, shall constitute a quorum for the transaction
of business. Except as otherwise expressly provided by law, in the absence of
a quorum at any such meeting or any adjournment or adjournments thereof, a
majority in voting interest of those present in person or by proxy and voting
thereon may adjourn such meeting from time to time, until a quorum shall be
present, without notice other than announcement at the meeting, except that if
the adjournment is for more than thirty (30) 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 entitled to vote at the
meeting. At any adjourned meeting at which a quorum may be present any
business may be transacted which might have been transacted at the meeting as
originally called. The absence from any meeting of stockholders holding the
number of shares of stock of the Corporation having voting powers required by
the laws of the State of Delaware or by the Certificate of Incorporation or by
these By-Laws for action upon any given matter shall not prevent action at
such meeting upon any other matter or matters which may properly come before
the meeting, if there shall be present thereat in person or by proxy
stockholders entitled to vote thereat holding the number of shares of stock of
the Corporation having voting power required in respect of such other matter
or matters.
Section 6. Voting. Except as otherwise expressly provided by law
or by the Certificate of Incorporation or by these By-Laws, each stockholder of
the Corporation shall, at each meeting of the stockholders, be entitled to one
vote in person or by proxy for each share of the stock of the Corporation
having voting powers held by him and registered in his name on the books of
the Corporation on the date fixed pursuant to the provisions of Section 5 of
Article IX of these By-Laws as the record date for the determination of
stockholders who shall be entitled to notice of and to vote at such meeting.
Shares of its own stock belonging to the Corporation, or to another
corporation if a majority of the shares entitled to vote in the election of
directors of such other corporation is held by the Corporation, shall not be
voted nor counted for quorum purposes. At all meetings of the stockholders
all matters except those the manner of deciding upon which shall otherwise be
expressly regulated by law or by the Certificate of Incorporation or by these
By-Laws, shall be decided by the vote of a majority in voting interest of the
stockholders present in person or by proxy and entitled to vote thereat, a
quorum being present. The vote for directors, and upon the demand of any
stockholder, the vote upon any question before the meeting shall be by written
ballot.
Section 7. List of Stockholders. It shall be the duty of the
Secretary or other officer of the Corporation who shall have charge of its
stock ledger, either directly or through a transfer agent or transfer clerk
appointed by the Board of Directors, to prepare and make, at least ten (10)
days before every meeting of the stockholders a complete alphabetically
arranged list of the stockholders 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
(10) 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 in person or by proxy at
any meeting of stockholders.
Section 8. Inspectors. Prior to each meeting of the stockholders,
two Inspectors shall be appointed by the Board of Directors, or, if no such
appointment shall have been made, such Inspectors shall be appointed by the
Chairman of the meeting, to act thereat. Each Inspector so appointed shall
first subscribe an oath or affirmation faithfully to execute the duties of an
inspector at such meeting with strict impartiality and according to the best
of his ability.
Such Inspectors shall take charge of the ballots at such meeting and
after the balloting thereat on any question shall count the ballots cast
thereon and shall make a report in writing to the secretary of such meeting of
the results thereof. The Inspectors need not be stockholders of the
Corporation, and any officer of the Corporation may be an Inspector on any
question other than a vote for or against his election to any position with
the Corporation or on any other question in which he may be directly
interested other than as a stockholder.
Section 9. Nomination of Directors; Notice of Stockholder Nominees.
Except as provided in Section 6 of Article III of these By-Laws, only persons
who are nominated in accordance with the following procedures shall be
eligible for election as directors. Nominations of persons for election to
the Board of Directors of the Company may be made at an annual meeting of
stockholders (a) by or at the direction of the Board of Directors or (b) by
any stockholder of the Company entitled to vote for the election of directors
at the meeting who complies with the notice procedures set forth in this
Section 9 of Article II. Such nominations, other than those made by or at
the direction of the Board of Directors, shall be made pursuant to timely
notice in writing to the Secretary of the Company. To be timely, a
stockholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Company not less than 90 days prior to the
first anniversary of the preceding year's annual meeting; provided, however,
that in the event that the date of the annual meeting is advanced by more than
30 days, or delayed by more than 70 days, from such anniversary date, notice
by the stockholder to be timely must be so delivered not later than the close
of business on the later of the ninetieth day prior to such annual meeting or
the tenth day following the day on which public announcement of the date of
such meeting is first made. Such stockholder's notice to the Secretary shall
set forth (a) as to each person whom the stockholder proposes to nominate for
election or re-election as a director, (i) the name, age, business address and
residence address of the person, (ii) the principal occupation or employment
of the person, (iii) the class and number of shares of stock of the Company
which are beneficially owned by the person, (iv) the person's written consent
to serve as a director if elected, and (v) any other information relating to
the person that would be required to be disclosed in solicitations for proxies
for election of directors pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended; and (b) as to the stockholder giving the
notice, (i) the name and address of the stockholder and the beneficial owner,
if any, on whose behalf the nomination is made, (ii) the class and number of
shares of stock of the Company which are beneficially owned by the stockholder
and such beneficial owner, and (iii) whether the proponent intends or is part
of a group which intends to solicit proxies from other stockholders in support
of such nomination. The Company may require any proposed nominee to furnish
such other information as may reasonably be required by the Company to
determine the eligibility of such proposed nominee to serve as a director of
the Company.
The Chairman of the annual meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the provisions of this Section 9 of Article II, and the
defective nomination shall be disregarded.
Section 10. Business at Annual Meeting; Notice of Stockholder
Business. To be properly brought before an annual meeting of stockholders,
business must be either (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, or
(b) otherwise properly brought before the meeting by or at the direction of
the Board of Directors or by a stockholder. In addition to any other
applicable requirements, for business to be properly brought before the
meeting by a stockholder, the stockholder must have given timely notice
thereof in writing to the Secretary of the Company. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Company not less than 90 days prior to the
first anniversary of the preceding year's annual meeting; provided, however,
that in the event that the date of the annual meeting is advanced by more than
30 days, or delayed by more than 70 days, from such anniversary date, notice
by the stockholder to be timely must be so delivered not later than the close
of business on the later of the ninetieth day prior to such annual meeting or
the tenth day following the day on which public announcement of the date of
such meeting is first made. A stockholder's notice to the Secretary shall set
forth as to each matter the stockholder proposes to bring before the meeting
(i) a brief description of the business desired to be brought before the
meeting and the reason for conducting such business at the meeting, (ii) the
name and address of the stockholder and the beneficial owner, if any,
proposing such business, (iii) the class and number of shares of stock of the
Company which are beneficially owned by the stockholder and such beneficial
owner, (iv) any material interest in such business of the stockholder and the
beneficial owner, if any, on whose behalf the proposal is made, and (v)
whether the proponent intends or is part of a group which intends to solicit
proxies from other stockholders in support of such proposal.
Notwithstanding anything in these By-Laws to the contrary, no
business shall be conducted at any annual meeting except in accordance with
the procedures set forth in this Section 10 of Article II; provided, however,
that nothing in this Section 10 of Article II shall be deemed to preclude
discussion by any stockholder of any business properly brought before the
meeting.
The Chairman of the annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 10 of
Article II, and any such business shall not transacted.
ARTICLE III
Board of Directors
Section 1. General Powers. The property, business and affairs of
the Corporation shall be managed under the direction of the Board of
Directors, who may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by law, by the Certificate of Incorporation
or by these By-Laws directed or required to be exercised or done by the
stockholders.
Section 2. Number, Term of Office and Qualifications. The number
of directors which shall constitute the whole Board shall be fifteen (15)
until changed by further resolution of the Board of Directors of the Company.
Directors need not be stockholders.
Except as provided by Section 6 of Article III of these By-Laws, the
directors shall be elected annually, and each director shall continue in
office until his successor shall have been elected and shall qualify or until
his death or other termination of his services. No person shall be eligible
for election or re-election as a director of the Corporation after attaining
age seventy.
Section 3. Election of Directors. Except as provided in Section 6
of Article III of these By-Laws, the directors shall be elected by plurality
vote of the stockholders present in person or by proxy and entitled to vote at
the annual meeting of the stockholders, a quorum being present.
Section 4. Organization and Order of Business. At all meetings of
the Board of Directors, the Chairman of the Board of Directors shall preside.
In his absence, the President, or, in the absence of both of these officers, a
member of the Board of Directors chosen by a majority of the directors present
thereat, shall act as Chairman of such meeting and preside thereat. The
Secretary, or, in his absence, an Assistant Secretary, or, in the absence of
all of them, any person appointed by the Chairman of the meeting, shall act as
secretary of such meeting.
Section 5. Resignations. Any director of the Corporation may resign
at any time by giving notice of his resignation to the Chairman of the Board,
the President or the Secretary of the Corporation. Any such resignation shall
take effect at the time specified therein or, if the time when it shall become
effective shall not be specified therein, immediately upon its receipt by such
Chairman of the Board, President or Secretary; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.
Section 6. Vacancies and Increases. Vacancies and newly created
directorships resulting from any increase in the authorized number of
directors may be filled by a majority of the directors then in office although
less than a quorum, or by a sole remaining director. Any vacancy not filled
in such manner may be filled by the stockholders at any special meeting of the
stockholders called for that purpose.
Section 7. Emergency By-Laws and Other Powers in Emergency. During
any emergency resulting from an attack on the United States, or during any
nuclear or atomic disaster, or during the existence of any catastrophe, or
other similar emergency conditions, as a result of which a quorum of the Board
of Directors or a standing committee thereof cannot readily be convened for
action, the following provisions shall be applicable:
(a) Emergency Management Committee. If a quorum of one or more
committees created pursuant to Article IV of these By-Laws cannot readily be
convened for action within their respective jurisdictions and a quorum of the
Board of Directors cannot readily be convened to act, then all the powers and
duties vested in the committee or committees or the Board of Directors so
lacking a quorum shall vest, automatically, in the Emergency Management
Committee, which shall consist of all readily available members of the Board
of Directors. Two members shall constitute a quorum unless there is only one,
in which case one shall constitute a quorum. Other provisions of these
By-Laws notwithstanding, the Emergency Management Committee (1) shall call a
meeting of the Board of Directors as soon as circumstances permit for the
purpose of filling vacancies on the Board of Directors and its Committees and
to take such other action as may be appropriate and (2) if the Emergency
Management Committee determines that less than a majority of the members of
the Board of Directors are available for service, shall issue a call for a
special meeting of stockholders to be held at the earliest date practicable
for the election of directors.
(b) If there are no remaining directors, the officers (not
exceeding the number of directors then authorized) who have at that time the
longest period of employment continuous to such date uninterrupted by leave of
absence in the office or offices (in the following order) of (1) Executive
Vice President, (2) Group Vice President, (3) Senior Vice President, (4) Vice
President, and (5) Assistant Vice President, shall be deemed directors for any
meeting of the Board of Directors until the termination of the emergency, or
until a meeting of the stockholders can conveniently and safely be convened,
whichever shall first occur. If two or more persons shall have been elected
to the same office on the same day the person or persons to be deemed a
director or directors shall be the person or persons with the longest
continuous period of service uninterrupted by leave of absence with the
Corporation.
(c) The Board of Directors, either before or during any such
emergency, may provide, and from time to time modify, lines of succession in
the event that during such emergency any or all officers or agents of the
Corporation shall for any reason be rendered incapable of discharging their
duties.
Section 8. Place of Meeting. The Board of Directors may hold its
meetings at such place or places within or without the State of Delaware as
the Board of Directors may from time to time by resolution determine, or as
shall be specified or fixed in these By-Laws, or in the respective notices or
waivers of notice thereof.
Section 9. Annual Meetings. After each annual election of
directors the Board of Directors shall meet for the purpose of organization,
the election of officers of the Corporation and the transaction of other
business, as soon thereafter as practicable, at the place where the meeting of
stockholders for the election of directors was held. Notice of such meeting
or of any adjournment thereof need not be given. Such meeting may be held at
any other time or place which shall be specified in a notice given as
hereinafter provided for special meetings of the Board of Directors or in a
waiver of notice thereof in accordance with these By-Laws.
Section 10. Regular Meetings. Regular meetings of the Board of
Directors shall be held at such times as the Board of Directors shall, from
time to time, by resolution, determine. If no other place be fixed by
resolution for such regular meetings they shall be held at the general office
of the Corporation in the City of Dallas, State of Texas. Except as otherwise
provided by law or by these By-Laws, notices of regular meetings need not be
given. The time and place of any regular meeting may be changed on three
days' notice to each director, as in the manner provided for notice of special
meetings of the Board of Directors, from the Chairman of the Board of
Directors, the President, or the Secretary or an Assistant Secretary.
Section 11. Special Meetings; Notice. Special meetings of the
Board of Directors, for any purpose or purposes, shall be held whenever called
by the Chairman of the Board or the President. A special meeting shall be
called by the Chairman of the Board, President or Secretary upon the written
request of four directors, or such lesser number constituting one-half of the
total number of directors at the time in office. A notice shall be given as
hereinafter in this Section provided of each such special meeting, in which
shall be stated the time and place of such meeting, but except as otherwise
expressly provided by law or by these By-Laws, the purposes thereof need not
be stated in such notice. Except as otherwise provided by law, notice of each
such meeting shall be mailed to each director, addressed to him at his
residence or usual place of business, at least three days before the day on
which such meeting is to be held, or shall be sent addressed to him at such
place by telegraph, cable or wireless or be delivered personally or by
telephone not later than the day before the day on which such meeting is to be
held. Notice of any meeting of the Board need not, however, be given to any
director, if waived by him at any time, whether before or after the meeting,
in writing or by telegraph, cable or wireless, or if he shall be present at
such meeting; and any special meeting of the Board shall be a legal meeting
without any notice thereof having been given if all the directors of the
Corporation then in office shall be present thereat.
Section 12. Quorum and Manner of Acting. At all meetings of the
Board of Directors, one-third of the total number of directors shall
constitute a quorum for the transaction of business; and, except as otherwise
specified in Section 1 of Article IV, Section 4 of Article V, and Article XIV
of these By-Laws, and except as may otherwise be expressly provided by law or
by the Certificate of Incorporation, the act of a majority of the directors
present shall be the act of the Board of Directors. Members of the Board of
Directors may participate in any meeting of such Board by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in
the meeting shall constitute presence in person at such meeting. In the
absence of a quorum at any meeting, it may be adjourned, from time to time,
until a quorum shall be present thereat. Notice of any adjourned meeting need
not be given. The directors shall act only as a Board and the individual
directors shall have no power as such.
Section 13. Compensation. The Board of Directors may at any time
and from time to time by resolution provide that a specified sum shall be paid
to any director of the Corporation or to any director member of any Committee
who shall not otherwise be in the employ of the Corporation or of any
subsidiary of the Corporation, either as his annual compensation as such
director, member of such committee or as compensation for his attendance at
any annual, regular, or special meeting of the Board or of such committee or
other activities as a director; and the Board of Directors may also likewise
provide that the Corporation shall reimburse each such director or member of
such committee for any expenses paid by him on account of his attendance at
any such meeting or his engaging in other activities as a director. Unless
otherwise expressly provided by resolution adopted by the Board of Directors,
none of the directors and none of the members of any committee of directors of
the Corporation contemplated by these By-Laws or otherwise provided for by
resolution of the Board of Directors shall, as such, receive any stated
compensation for his services. Nothing in this Section shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.
ARTICLE IV
Committees of Directors
Section 1. Appointment of Committees. The Board of Directors may,
by resolution passed by a majority of the whole Board, designate one or more
"Board Committees," each Committee to consist of one or more of the directors
of the Corporation which, to the extent provided in the resolution or in the
By-Laws of the Corporation, shall have and may exercise, as authorized by the
Board, 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. The Board of Directors may
designate one or more directors as an alternative member of any committee, who
may replace any absent or disqualified member at any meeting of the Committee.
Such Board Committee or Committees shall serve during the pleasure of the
Board of Directors, and shall have such name or names as may be stated in the
By-Laws of the Corporation or as may be determined from time to time by
resolution adopted by the Board of Directors.
In addition, the Board of Directors may, by resolution passed by a
majority of the whole Board of Directors, designate one or more "Board
Appointed Committees" consisting of one or more of the directors of the
Corporation and such other members as it may designate to have such powers and
duties as the Board of Directors may determine. No additional compensation
shall be paid to such other members who are company executives in connection
with their attendance at meetings of Board Appointed Committees. The term and
names of such Board Appointed Committees shall be determined from time to time
by resolution adopted by the Board of Directors.
Section 2. Procedure. A majority of all the members of any
committee appointed pursuant to this Article IV may fix its rules of procedure,
determine its action, and fix the time and place, within or without the State
of Delaware, of its meetings, and specify what notice thereof, if any, shall
be given, unless the Board of Directors shall otherwise by resolution provide.
Unless the Board of Directors shall otherwise by resolution provide, the
members of any committee appointed pursuant to this Article IV may participate
in any meeting of such committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in the meeting shall
constitute presence in person at such meeting. The Board of Directors shall
have power at any time to change the members of any such committee, to fill
vacancies therein, and to discharge any such committee, either with or without
cause.
Section 3. Minutes of Committee Proceedings. The Board Committees
shall keep regular minutes of their proceedings and report the same to the
Board of Directors when required.
ARTICLE V
Officers
Section 1. Officers. The officers of the Corporation shall include
a Chairman of the Board of Directors and a President, who may be the same
person, and there may be one or more Vice Chairmen of the Board of Directors,
one or more Executive Vice Presidents, one or more Senior Vice Presidents, one
or more Vice Presidents, a Secretary, and a Treasurer, all of whom shall be
subject to the control of the Board of Directors. The Board of Directors may
designate a Chief Executive Officer and a Chief Operating Officer.
The Board of Directors may from time to time elect such other
officers and agents as the Board may deem necessary or advisable, including
one or more Assistant Vice Presidents, one or more Assistant Secretaries, one
or more Assistant Treasurers, a Controller and an Assistant Controller, each
of which officers and agents shall be subject to the control of the Board of
Directors and shall hold office for such period, have such authority and
perform such duties as are provided in these By-Laws or as the Board of
Directors or the President may from time to time determine.
Section 2. Election and Term of Office. Unless elected pursuant to
Section 3 of this Article V, the officers of the Corporation shall be elected
annually by the Board of Directors at the first meeting thereof held after the
annual meeting of stockholders for the election of officers. Each officer
shall hold office until his successor shall have been duly chosen and shall
have qualified or until his death or until he shall resign or shall have been
removed in the manner hereinafter provided.
Section 3. Election by Board Committee or Officer. The Board of
Directors may delegate to any officer or committee established by the Board of
Directors the power to elect any officers and agents of the Corporation.
Section 4. Removal. Except where otherwise expressly provided in a
contract duly authorized by the Board of Directors, all officers and agents of
the Corporation, elected by the Board of Directors, may be removed, either
with or without cause, at any time, by resolution adopted by a majority of the
whole Board of Directors at any regular meeting, or at any special meeting
called for the purpose, if notice of the regular or special meeting gave
notice of the proposed removal. Also, except where otherwise expressly
provided in a contract duly authorized by the Board of Directors, all other
officers shall hold their office, agency or employment at the discretion of,
and may be removed or discharged, with or without cause, by the Board of
Directors, by the committee or officer that elected them or by any superior
officer upon whom such power of removal may be conferred by the Board of
Directors.
Section 5. Resignations. Any officer of the Corporation may resign
at any time by giving written notice of his resignation to the Board of
Directors or to the Chairman of the Board or to the President or to the
Secretary of the Corporation. Any such resignation shall take effect at the
time specified therein, or, if the time when it shall become effective shall
not be specified therein, immediately upon its receipt by the Board of
Directors or such Chairman of the Board or President or Secretary; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
Section 6. Vacancies. A vacancy in any office due to death,
resignation, removal, disqualification or any other cause may be filled for
the unexpired portion of the term in the manner prescribed in these By-Laws
for regular elections to such office.
Section 7. Chairman of the Board of Directors. The Chairman of the
Board of Directors shall be under the direction of the Board of Directors and
shall have the primary responsibility for the effective operation of the
Board. The Chairman shall preside at all meetings of the Board of Directors
and of the stockholders. In any prolonged absence or incapacity of the
President, he shall perform all the duties and functions and exercise all the
powers of the President.
Section 8. President. Unless otherwise determined by the Board of
Directors, the President shall be the Chief Executive Officer of the
Corporation under the supervision and direction of the Board and shall have
the primary responsibility for carrying out the policies of the Board. When
the President is absent temporarily in the ordinary course of business, he is
authorized to designate another senior officer to act in his behalf during his
absence. In the absence of the Chairman of the Board, he shall preside at all
meetings of the stockholders and the Board of Directors. He shall see that
all orders and resolutions of the Board of Directors are carried into effect.
He may sign, execute and deliver in the name of the Corporation all deeds,
mortgages, bonds, contracts or other instruments authorized by the Board of
Directors, and checks, notes and orders for the payment of money, except in
cases where the signing, execution or delivery thereof shall be expressly
delegated by the Board of Directors or by these By-Laws to some other officer
or agent of the Corporation or where any of them shall be required by law
otherwise to be signed, executed or delivered.
Section 9. Inability of Chairman of the Board and President to Act.
If the President and the Chairman of the Board are unable to act, the Board
shall determine by resolution who shall perform the duties of the President
and Chairman of the Board.
Section 10. Executive Vice Presidents, Senior Vice Presidents and
Vice Presidents. Each Executive Vice President, Senior Vice President and
Vice President shall have such powers and perform such duties as the Board of
Directors, the Chairman of the Board or the President may from time to time
prescribe and shall perform such other duties as may be prescribed by these
By-Laws.
Section 11. The Secretary. The Secretary shall attend and keep the
minutes of meetings of the stockholders, of the Board of Directors and (unless
the Board designates a secretary or secretaries for a committee or committees)
of all committees, in one or more books provided for that purpose; give notice
of all meetings in accordance with these By-Laws and as required by law; have
charge of the seal of the Corporation; he may sign with the Chairman of the
Board, President, Executive Vice President, Senior Vice President, Vice
President, or Assistant Vice President, in the name of the Corporation, all
contracts and instruments of conveyance authorized by the Board of Directors,
or by any committee thereunto duly authorized, and, when so ordered or
authorized he shall affix the seal of the Corporation thereto; he shall have
charge of the certificate books, transfer books and stock ledgers, and such
other books and papers as the Board of Directors may direct, all of which
shall, at all reasonable times, be open to the examination of any Director,
upon application at the office of the Corporation during business hours;
prepare and submit to the Board of Directors or the President such reports and
data as may be requested of him; and in general perform all the duties
incident to the office of Secretary, and such other duties as from time to
time may be assigned to him by the Board of Directors or the President. The
Board of Directors may from time to time delegate to another officer or person
any of the duties usually performed by the Secretary to the extent permitted
by law.
Section 12. The Assistant Secretary. At the request of the
Secretary or in the event of his absence or inability to act, the Assistant
Secretary or, if there be more than one, any of the Assistant Secretaries,
shall (unless the Board directs otherwise) perform the duties of the
Secretary, and, when so acting, shall have all the powers of, and be subject
to all the restrictions upon, the Secretary. Each Assistant Secretary shall
perform such other duties as from time to time may be assigned to him by the
President, the Secretary, or the Board of Directors.
Section 13. The Treasurer. The Treasurer shall be under the
direction of the officer who has been designated by the Board of Directors.
The principal financial officer of the Corporation may also hold the position
of Treasurer if so approved by the Board of Directors. If required by the
Board of Directors, the Treasurer shall give a bond for the faithful discharge
of his duties in such sum and with such surety or sureties as the Board of
Directors shall determine (and in the event such bond be required, a new bond
shall be taken at least every six years). The Treasurer shall have charge and
custody of, and be responsible for, all funds, securities, notes, valuable
effects and financial records of the Corporation, receive and give receipt for
moneys due and payable to the Corporation from any sources whatsoever; when
necessary or proper he shall endorse on behalf of the Corporation for
collection, checks, notes and other obligations and shall deposit the same to
the credit of the Corporation in such bank or banks or depositary or
depositaries as the Board of Directors may designate; he shall cause such
funds of the Corporation to be disbursed by checks or drafts on the authorized
banks or depositaries of the Corporation signed as provided in these By-Laws
or by resolution of the Board of Directors; he shall be responsible for the
accuracy of the amounts of, and cause to be preserved, proper vouchers for all
moneys so disbursed; he shall enter or cause to be entered regularly in the
books of the Corporation, to be kept by him or under his supervision for that
purpose, a full and accurate account of all the moneys received and paid by
him on account of the Corporation; he shall render to the Board of Directors,
the Chairman of the Board, or the President, whenever they shall require him
so to do, a statement of the cash account and such other financial statements
as may be prepared from the financial records, and as soon as may be
practicable after the close of each fiscal year make and submit to the Board
of Directors like report or reports for such fiscal year; and in general
perform all the duties incident to the office of Treasurer, and such other
duties as from time to time may be assigned to him by the Board of Directors
or the President. The Board of Directors may from time to time delegate to
another officer or person any of the duties usually performed by the Treasurer
to the extent permitted by law.
Section 14. The Assistant Treasurer. If required by the Board of
Directors, the Assistant Treasurer shall give a bond for the faithful
discharge of his duties in such sum and with such surety or sureties as the
Board of Directors shall determine (and in the event such bond be required, a
new bond shall be taken at least every six years). At the request of the
Treasurer or in the event of his absence or inability to act, the Assistant
Treasurer or, if there be more than one, any of the Assistant Treasurers,
shall (unless the Board directs otherwise) perform the duties of the Treasurer
and, when so acting, shall have all the powers of, and be subject to all the
restrictions upon, the Treasurer. Each Assistant Treasurer shall perform such
other duties as from time to time may be assigned to him by the President, the
Treasurer, or the Board of Directors.
Section 15. Salaries. The salaries of all officers of the
Corporation shall be determined or provided for from time to time by the Board
of Directors. No officer shall be prevented from receiving any such salary
because he is also a member of the Board of Directors.
ARTICLE VI
Limitation of Liability and Indemnification of
Directors, Officers and Certain
Representatives of the Corporation
Section 1. Limitation of Liability. No person shall be liable to
the Corporation for any loss or damage suffered by it on account of any action
taken or omitted to be taken in good faith as a director, member of a
directors' committee or officer of the Corporation, if such person exercised
or used the same degree of care and skill as a prudent man would have
exercised or used under the circumstances in the conduct of his own affairs.
Without limitation on the foregoing, any such person shall be deemed to have
exercised or used such degree of care and skill if he took or omitted to take
such action in reliance in good faith upon advice of counsel for the
Corporation, or the books of account or other records of the Corporation, or
reports or information made or furnished to the Corporation by any officials,
accountants, engineers, agents or employees of the Corporation, or by an
independent certified public accountant or auditor, engineer, appraiser or
other expert employed by the Corporation and selected with reasonable care by
the Board of Directors, by any such committee or by an authorized officer of
the Corporation.
Section 2. Indemnification of Directors, Officers and Employees.
The Corporation shall indemnify, in the manner and to the full extent
permitted by the laws of the State of Delaware, any former or present
director, officer or employee of the Corporation or of any subsidiary of the
Corporation (or the estate of any such person) who was or is a party to, or is
threatened to be made a party to, any threatened, pending or completed action,
suit or proceeding, whether or not by or in the right of the Corporation, and
whether civil, criminal, administrative, investigative or otherwise, by reason
of the fact that such person is or was a director, officer or employee of the
Corporation, or is or was serving any other enterprise at the request of the
Corporation; provided, however, that the Corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof)
was authorized in advance by the Board of Directors of the Corporation. The
Corporation may, to the full extent permitted by the laws of the State of
Delaware, purchase and maintain insurance on behalf of any such person against
any liability which may be asserted against him. To the full extent permitted
by the laws of the State of Delaware, the indemnification provided herein
shall include expenses (including attorney's fees), judgments, fines and
amounts paid in settlement. In the manner provided by law, any such expenses
may be, and any such expenses incurred by any former or present director or
officer of the Corporation shall be, paid by the Corporation in advance of the
final disposition of such action, suit or proceeding. The indemnification
provided herein shall not be deemed to limit the right of the Corporation to
indemnify any other person for any such expenses to the full extent permitted
by law, nor shall it be deemed exclusive of any other rights to which any
person seeking indemnification from the Corporation may be entitled under any
agreement, vote of stockholders or disinterested directors or otherwise, both
as to action in his official capacity and as to action in another capacity
while holding such office. No amendment to or repeal of this Section 2 of
Article VI shall apply or be effective to limit or reduce the indemnification
rights provided under this Section 2 of Article VI with respect to any acts or
omissions occurring prior to such amendment or repeal.
ARTICLE VII
Contracts, Checks, Drafts, Bank Accounts,
Books and Records, etc.
Section 1. Execution of Contracts. The Board of Directors may
authorize any officer or officers or agent or agents of the Corporation to
enter into any contract or execute and deliver any instrument in the name and
on behalf of the Corporation, and such authority may be general or confined to
specific instances; and, unless so authorized by the Board of Directors, no
officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable pecuniarily for any purpose or to any amount.
Section 2. Loans. No loan shall be contracted on behalf of the
Corporation, and no negotiable paper shall be issued in its name, unless
authorized (i) by the Board of Directors, or (ii) by a Committee of the Board
if the Board of Directors has delegated to any such Committee the power to
make such authorizations. When so authorized any officer or agent of the
Corporation may effect loans and advances at any time for the Corporation from
any bank, trust company or other institution, or from any firm, corporation or
individual, and for such loans and advances may make, execute and deliver
promissory notes or other evidences of indebtedness of the Corporation, and,
when authorized so to do by the Board of Directors, and, if required by law,
by the stockholders, as security for the payment of any and all loans,
advances, indebtedness and liabilities of the Corporation, may mortgage,
pledge, hypothecate or transfer any real or personal property at any time held
by the Corporation and to that end execute deeds of trust, and instruments of
mortgage or pledge, or otherwise transfer said property.
Section 3. Checks, Drafts, etc. All checks, drafts, orders for the
payment of money, obligations and bills of exchange shall be signed or
endorsed (except endorsements for collection for the account of the
Corporation or for deposit to its credit) by such officer or officers,
employee or employees or agent or agents of the Corporation and in such manner
as shall from time to time be determined by resolution of the Board of
Directors. Each of such officers and employees shall give such bond, if any,
as the Board of Directors shall determine.
Section 4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in one or more of such banks, trust companies or other depositaries as the
Board of Directors may select or as may be selected by any officer or officers
or agent or agents of the Corporation to whom power in that respect shall have
been delegated by the Board of Directors. For the purpose of deposit and for
the purpose of collection for the account of the Corporation, checks, drafts
and other orders for the payment of money which are payable to the order of
the Corporation may be endorsed, assigned and delivered by any officer or
agent of the Corporation to whom such power is so delegated.
Section 5. General and Special Bank Accounts. The Board of
Directors may from time to time authorize the opening and keeping of general
and special bank accounts with one or more of such banks, trust companies or
other depositaries as the Board of Directors may select or as may be selected
by any officer or officers, agent or agents of the Corporation to whom power
in that respect shall have been delegated by the Board of Directors. The
Board of Directors may make such special rules and regulations with respect to
such bank accounts, not inconsistent with the provisions of these By-Laws, as
it may deem expedient.
Section 6. Proxies in Respect of Stock or Other Securities of Other
Corporations. Unless otherwise provided by resolutions adopted by the Board
of Directors, the Chairman of the Board, the President, any Executive Vice
President, any Group Vice President, any Senior Vice President, any Vice
President, the Secretary or the Treasurer of the Corporation, or any one or
more of them shall have full power and authority to exercise in the name and
on behalf of the Corporation all the powers and rights, including the right to
vote and consent, which the Corporation may have as the holder of stock or
other securities in any other corporation, and from time to time to appoint an
attorney or attorneys or an agent or agents, or proxy or proxies with like
power and authority in respect of such stock or other securities, and may
instruct the person or persons so appointed as to the manner of exercising
such powers and rights, and may execute or cause to be executed in the name
and on behalf of the Corporation and under its corporate seal, or otherwise,
all such written proxies or other instruments as he or they may deem necessary
or proper in order that the Corporation may exercise its said powers and
rights. The Board of Directors from time to time may by resolution confer
like powers and authority upon any other person or persons.
ARTICLE VIII
Books and Records
The books and records of the Corporation may be kept outside of the
State of Delaware, at the general office of the Corporation in Dallas, Texas,
or at such other place or places as may be from time to time designated or
selected by the Board of Directors.
ARTICLE IX
Shares and Their Transfer;
Examination of Books
Section 1. Certificates for Stock. Every owner of stock of the
Corporation shall be entitled to have a certificate in such form not
inconsistent with the Certificate of Incorporation as the Board of Directors
shall prescribe, certifying the number and class of shares of stock of the
Corporation owned by him. The certificates representing shares of the
respective classes of such stock (if there be more than one) shall state the
name of the person owning the shares represented thereby, shall be numbered in
the order in which they shall be issued, and shall be signed in the name of
the Corporation by the Chairman of the Board or the President or an Executive
Vice President or a Group Vice President or a Senior Vice President or a Vice
President or by the Treasurer or the Secretary or an Assistant Treasurer or an
Assistant Secretary of the Corporation and its seal shall be affixed thereto;
provided, however, that where such certificate is countersigned by (1) a
transfer agent other than the Corporation or its employee, or (2) a registrar
other than the Corporation or its employee, if the Board of Directors shall by
resolution so authorize, any of the signatures of the foregoing officers of
the Corporation and the seal of the Corporation may be facsimile. In case any
officer of the Corporation, 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, such certificate may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.
The name of the person owning the shares represented by each certificate, the
number of shares, and the date of issue shall be entered on the stock ledger
of the Corporation. Every certificate surrendered to the corporation for
exchange or transfer shall be cancelled and a new certificate or certificates
shall not be issued in exchange for any existing certificate, until such
existing certificate shall have been so cancelled, except in cases provided
for in Section 4 of Article IX.
Section 2. Transfers of Stock. Transfers of shares of stock of the
Corporation shall be made only on the books of the Corporation by the
registered holder thereof, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the Corporation, or
with a transfer clerk or a transfer agent appointed as provided in Section 3
of Article IX, and on surrender of the certificate or certificates for such
shares properly endorsed and the payment of all taxes thereon. The person in
whose name shares of stock are registered on the books of the Corporation
shall be deemed and treated as the owner thereof for all purposes; and the
Corporation shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, save as expressly provided
by the laws of the State of Delaware.
Section 3. Regulations. The Board of Directors may make such rules
and regulations as it may deem expedient, not inconsistent with these By-Laws,
concerning the issue, transfer and registration of certificates for shares of
the stock of the Corporation. It may appoint one or more transfer clerks or
one or more transfer agents and one or more registrars, and may require all
certificates of stock to bear the signature or signatures of any of them.
Section 4. Lost, Destroyed, Stolen, and Mutilated Certificates.
The holder of any stock of the Corporation shall immediately notify the
Corporation of any loss, destruction, theft, or mutilation of the certificate
therefor, and the Corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
destroyed, stolen, or mutilated, upon the surrender of the mutilated
certificate, or in the case of loss, destruction, or theft of the certificate,
upon satisfactory proof of such loss, destruction, or theft. The Board of
Directors may, in its discretion, as a condition precedent to the issuance of
a new certificate, require the owner of the lost, destroyed, or stolen
certificate or his legal representatives to give the Corporation a bond in such
sum, limited or unlimited, and in such form and with such surety or sureties,
as the Board shall in its uncontrolled discretion determine, to indemnify the
Corporation against any claim that may be made against it on account of the
alleged loss, destruction, or theft of any such certificate, or the issuance
of such new certificates.
Section 5. 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 to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock
or for the purpose of any other lawful action, the Board of Directors may fix,
in advance, a record date, which shall not be more than sixty nor less than
ten days before the date of such meeting, nor more than sixty days prior to
any other action.
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 X
Seal
The corporate seal of the Corporation shall be in the form of a
circle and shall bear the full name of the Corporation, the state and year of
incorporation, and the words "Corporate Seal." Said seal may be used by
causing it or a facsimile thereof to be impressed, affixed or otherwise
reproduced. The seal shall be retained by the Secretary. A duplicate of the
seal may be kept and used by the Treasurer, by an Assistant Secretary or
Assistant Treasurer, or by any other employee authorized by resolution of the
Board of Directors.
ARTICLE XI
Fiscal Year
The fiscal year of the Corporation shall begin on the first day of
January and end on the thirty-first day of December in each year.
ARTICLE XII
Notices and Waivers Thereof
Whenever under the provisions of the law of the State of Delaware,
of the Certificate of Incorporation, or these By-Laws notice of any nature is
required to be given to any director, officer or stockholder, unless otherwise
provided by law or expressly provided by these By-Laws, such notice may be
given personally, or it may be given in writing by depositing the same in the
post office or a letter box maintained and kept by the United States
Government in a postpaid sealed envelope addressed to such director, officer
or stockholder at such address as appears upon the books of the Corporation,
or, in default of other address, to such director, officer or stockholder at
the general post office in the City of Wilmington, Delaware, and such notice
shall be deemed to be given at the time when the same shall be thus mailed; a
waiver of such notice in writing signed by the person or persons entitled to
such notice, or a telegram, cable or wireless sent by such person, whether
before or after the time stated therein shall be deemed equivalent to notice.
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.
ARTICLE XIII
Annual Financial Statement
The Board of Directors shall cause to be published and submitted to
the stockholders, at least fifteen days in advance of their annual meeting,
the Corporation's annual financial statement covering the previous fiscal
year, and containing such other information and data as the Board of Directors
may deem appropriate.
ARTICLE XIV
Amendments
These By-Laws, as they shall be at any time and whether or not
previously altered, amended or added to, may be made, altered, amended or
repealed from time to time by the Board of Directors by the affirmative vote
of a majority of the authorized number of directors at any regular or special
meeting of directors if notice of the proposed change was contained in the
notice of such meeting. The stockholders also, by the affirmative vote of a
majority of the stock issued, outstanding and entitled to vote may from time
to time make, alter, amend or repeal the By-Laws at any regular or special
meeting if notice of the proposed change was contained in the notice of the
meeting; and any addition, alteration, amendment or repeal effected by the
Board of Directors may be altered, amended or repealed by the stockholders in
the manner hereinabove set forth.
Dates Referenced Herein and Documents Incorporated by Reference
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