EXHIBIT 3.2
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BY-LAWS
OF
GTE CORPORATION
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INCORPORATED UNDER THE LAWS OF THE STATE OF NEW YORK
[LOGO]
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GTE CORPORATION
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BY-LAWS
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INDEX
ARTICLE I.
Definitions, etc.
page
Section 1. Definitions, etc............................................ 1
ARTICLE II.
Meetings of Stockholders.
Section 2. Annual Meeting.............................................. 1
Section 3. Special Meetings............................................ 2
Section 4. Place of Meetings........................................... 2
Section 5. Notice of Adjourned Meetings................................ 2
Section 6. Quorum...................................................... 2
Section 7. Organization................................................ 2
Section 8. Voting...................................................... 2
Section 9. Introduction of Business at a Meeting of Stockholders....... 3
ARTICLE III.
Board of Directors.
Section 10. General Powers.............................................. 4
Section 11. Number, Election, Term of Office, Eligibility and Provisions
for Automatic Termination of Membership................... 4
Section 12. Meetings.................................................... 5
Section 13. Time and Place of Meetings.................................. 5
Section 14. Notice of Meetings.......................................... 5
Section 15. Quorum and Manner of Acting................................. 6
Section 16. Organization................................................ 6
Section 17. Resignations................................................ 7
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INDEX
page
Section 18. Removal of Directors........................................ 7
Section 19. Vacancies................................................... 7
Section 20. Fees........................................................ 7
Section 21. Committees.................................................. 7
Section 22. Nomination of Directors..................................... 8
ARTICLE IV.
Officers.
Section 23. Appointment, Term of Office and Qualifications.............. 8
Section 24. Other Officers.............................................. 9
Section 25. Removal..................................................... 9
Section 26. Resignations................................................ 9
Section 27. Vacancies................................................... 9
Section 28. Chairman of the Board....................................... 9
Section 28A. Vice-Chairman of the Board.................................. 10
Section 29. President................................................... 10
Section 30. Vice Presidents............................................. 10
Section 31. Secretary................................................... 11
Section 32. Assistant Secretaries....................................... 11
Section 33. Treasurer................................................... 11
Section 34. Assistant Treasurers........................................ 12
Section 35. Controller.................................................. 12
Section 36. Assistant Controllers....................................... 12
Section 37. Salaries.................................................... 12
ARTICLE V.
Indemnification of Officers, Directors and Others.
Section 38. General..................................................... 13
Section 39. Non-Exclusivity of Rights................................... 13
Section 40. Expenses.................................................... 14
Section 41. Interpretation of Rights to Indemnification................. 14
Section 42. Other Rights................................................ 14
Section 43. Right of Claimant to Bring Suit............................. 14
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INDEX
page
Section 44. Insurance.................................................... 15
Section 45. Separability................................................. 15
ARTICLE VI.
Execution of Instruments, Etc.
Section 46. Contracts, etc., How Executed................................ 15
Section 47. Loans........................................................ 15
Section 48. Deposits..................................................... 15
Section 49. Checks, Drafts, etc. ........................................ 16
Section 50. Sale or Transfer of Securities............................... 16
ARTICLE VII.
Shares and Their Transfer; Books.
Section 51. Transfer of Shares........................................... 16
Section 52. Lost and Destroyed Certificates.............................. 16
Section 53. Regulations.................................................. 17
ARTICLE VIII.
Miscellaneous.
Section 54. Fiscal Year.................................................. 17
Section 55. Seal......................................................... 17
ARTICLE IX.
Amendments.
Section 56. Amendments................................................... 17
GTE CORPORATION
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BY-LAWS
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ARTICLE I.
Definitions, etc.
Section 1. Definitions, etc. In these By-Laws, and for all purposes hereof,
unless there be something in the subject or context inconsistent therewith:
(a) "Charter" shall mean the Certificate of Incorporation of the
Corporation as from time to time amended.
(b) "Board" shall mean the Board of Directors of the Corporation.
(c) Whenever reference is made to a stockholder or stockholders attending
or being present at a meeting, such reference shall be deemed to include a
stockholder or stockholders present or attending in person or by proxy
appointed by instrument in writing and subscribed by such stockholder or
stockholders or by his or their attorney or attorneys thereunto authorized;
and, whenever reference is made to voting or other action by any
stockholder at or in connection with any such meeting, such reference shall
be deemed to include voting or taking such action in person or by such
proxy.
(d) All references herein to Articles and Sections are to the
corresponding Articles and Sections of these By-Laws; and the words
"herein", "hereof", "hereby" and "hereunder" and other equivalent words,
refer to these By-Laws and not to any particular subdivision hereof.
(e) Any references using the masculine gender shall be considered to
include the feminine gender.
ARTICLE II.
Meetings of Stockholders.
Section 2. Annual Meeting. The annual meeting of stockholders for the
election of directors and for the transaction of such other business as may
properly come before said meeting shall be held on the third Wednesday in
April in each year (at such hour as shall be fixed by the Board and specified
in the notice of the meeting), but if such Wednesday be a legal holiday under
the laws of the State where such meeting is held, then on the next succeeding
day not a holiday under the laws of said State, or on such other date and at
such time as may be determined by the Board of Directors.
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Section 3. Special Meetings. Subject to the rights of the holders of any
class or series of stock having a preference over the Common Stock as to
dividends or on liquidation, a special meeting of stockholders may be called
only by the Chairman of the Board, the President or the Board of Directors
pursuant to a resolution approved by a majority of the entire Board.
Section 4. Place of Meetings. All meetings of the stockholders shall be held
at the office of the Corporation in the State of New York, or at such other
place as shall be fixed by the Board and specified in the notice of the
meeting.
Section 5. Notice of Adjourned Meetings. No notice of an adjourned meeting
of stockholders need be given unless expressly required by statute.
Section 6. Quorum. Except as otherwise provided by statute or by the
Charter, at each meeting of stockholders, the holders of record of a majority
in number of the issued and outstanding shares of the Corporation having
voting power, shall be present to constitute a quorum for the transaction of
business. Whether or not there is a quorum at any meeting, the stockholders
present and entitled to cast a majority of the votes thereat may adjourn the
meeting from time to time. At any such adjourned meeting at which a quorum is
present, any business may be transacted which might have been transacted at
the meeting as originally called.
Shares of its own capital stock belonging to the Corporation shall not be
deemed issued and outstanding shares for the purpose of determining the
presence of a quorum at any meeting of stockholders.
Section 7. Organization. At every meeting of the stockholders, except as
otherwise voted by the Board, the Chairman of the Board, or, in his absence,
the President, or, in his absence, the Vice Chairman of the Board, or, in the
absence of the foregoing officers, the ranking Vice President present, or, if
neither the Chairman of the Board nor the President nor the Vice-Chairman of
the Board nor any Vice President be present, a chairman chosen by the
stockholders present and entitled to cast a majority of the votes thereat,
shall act as chairman. The Secretary of the Corporation shall act as secretary
of each meeting of the stockholders. In the absence at any such meeting of the
Secretary, the chairman of such meeting shall appoint an Assistant Secretary
or, if none be present, some other person to act as secretary of the meeting.
Section 8. Voting. Except as otherwise provided in the Charter, every
stockholder of record present shall be entitled at every meeting of the
stockholders to one vote for every share of voting stock standing in his name
on the books of the Corporation:
(a) At the record time fixed by the Board, or
(b) If no such record time shall have been fixed, then at the date and
time of the meeting as fixed in the notice or waiver of notice pursuant to
which such meeting is held.
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Voting shall be by ballot whenever any qualified voter shall demand that any
vote be by ballot. Each ballot shall be signed by the stockholder voting, and
shall state the number of shares voted thereby.
Shares of its own capital stock belonging to the Corporation shall not be
voted upon directly or indirectly.
Except as otherwise provided by law or by the Charter or by this Section or
Section 18, all matters which shall properly come before any meeting of
stockholders shall be decided by the vote of stockholders present and entitled
to cast a majority of the votes thereat, a quorum being present. A stock vote
upon any question shall be taken upon a demand therefor by any stockholder
present and entitled to vote.
At each annual meeting two inspectors of election shall be appointed by the
chairman. If there be a failure to appoint inspectors or if any inspector
appointed be absent or refuse to act or if his office becomes vacant, the
stockholders present at the meeting by a per capita vote shall choose
temporary inspectors of the number required.
Section 9. Introduction of Business At a Meeting of Stockholders. At an
annual or special meeting of stockholders, only such business shall be
conducted, and only such proposals shall be acted upon, as shall have been
properly brought before an annual or special meeting of stockholders. To be
properly brought before an annual or special meeting of stockholders, business
must be (i) in the case of a special meeting, specified in the notice of the
special meeting (or any supplement thereto) given by or at the direction of
the Board, or (ii) in the case of an annual meeting, properly brought before
the meeting by or at the direction of the Board, or otherwise properly brought
before the annual meeting by a stockholder. For business to be properly
brought before an annual meeting of stockholders by a stockholder, the
stockholder must have given timely notice thereof in writing to the Secretary
of the Corporation. To be timely, a stockholder's notice must be delivered to
or mailed and received at the principal executive offices of the Corporation
not less than 30 days nor more than 60 days prior to the date of the annual
meeting; provided, however, that if less than 40 days' notice or prior public
disclosure of the date of the annual meeting is given or made to stockholders,
notice by the stockholder to be timely must be so delivered or received not
later than the close of business on the 10th day following the earlier of (i)
the day on which such notice of the date of the meeting was mailed or (ii) the
day on which such public disclosure was made.
A stockholder's notice to the Secretary shall set forth as to each matter
the stockholder proposes to bring before an annual meeting of stockholders (i)
a brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting,
(ii) the name and address, as they appear on the Corporation's books, of the
stockholder proposing such business and any other stockholders known by such
stockholder to be supporting such proposal, (iii) the class and number of
shares of the Corporation which are beneficially owned by such stockholder on
the date of such stockholder's notice and by any other stockholders known by
such stockholder to be supporting such proposal on the date of such
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stockholder's notice, and (iv) any material interest of the stockholder in such
proposal.
Notwithstanding anything in the By-Laws to the contrary, no business shall
be conducted at a meeting of stockholders except in accordance with the
procedures set forth in this Section 9. The chairman of the meeting shall, if
the facts warrant, determine and declare to the meeting that the business was
not properly brought before the meeting in accordance with the procedures
prescribed by the By-Laws, and if he should so determine, he shall so declare
to the meeting and any such business not properly brought before the meeting
shall not be transacted.
ARTICLE III.
Board of Directors.
Section 10. General Powers. The business of the Corporation, except as
otherwise expressly provided by law or by the Charter, shall be managed by the
Board.
Section 11. Number, Election, Term of Office, Eligibility and Provisions for
Automatic Termination of Membership. Within the limits provided by the Charter
or other certificate filed pursuant to law, the number of directors of the
Corporation which shall constitute the entire Board shall be fixed from time
to time by the vote of a majority of the entire Board; provided, however, that
so long as any shares of the Preferred Stock or No Par Preferred Stock of the
Corporation of any series are outstanding, the number of directors as so fixed
shall, without counting any increase provided for below, be two less than the
maximum number of directors permitted by the Charter or other certificate
filed pursuant to law, and that the number of directors as so fixed shall be
increased by two as provided in part (B) of paragraph (2) of part [A-5] of the
Charter, and shall be decreased as provided in part (C) of said paragraph and
part of said Charter, in each case at the times and on the conditions therein
set forth, and without the necessity in either case referred to in this
proviso of special action on the part of the directors of the Corporation to
effect such increase or decrease. Any determination of the number of directors
made by the Board shall continue in effect unless and until changed by the
Board, but no such changes shall affect the term of any director then in
office.
Except as otherwise provided by statute or in the Charter or other
certificate filed pursuant to law, the term of office of each director
heretofore or hereafter elected shall be from the time of his election and
qualification until the third annual meeting next following his election and
until his successor shall have been duly elected and shall have qualified.
Except as otherwise provided in the Charter or other certificate filed
pursuant to law, at each annual meeting of the stockholders, the successors to
the class of directors whose terms shall then expire, up to the number
determined in accordance with the foregoing provisions and with the provisions
of the Charter, shall be elected by ballot or by proxy by the holders of a
plurality of the voting power of the votes cast at such election.
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No person shall serve as a director after the annual meeting of stockholders
of the Corporation following the date on which he or she reaches age 72 and no
person who has reached the age of 72 shall be eligible for election as a
director of the Corporation.
Any officer of the Corporation or of any subsidiary or affiliate who may be
elected as a director of the Corporation shall automatically cease to be a
director of the Corporation upon his retirement or termination of his
employment for any reason as an officer of the Corporation or such subsidiary
or affiliate; provided, however, that the Chairman of the Board of the
Corporation, upon his retirement, may continue to serve as a director of the
Corporation until the retirement age for directors set forth in this Section.
Section 12. Meetings. The first regular meeting of the Board shall be held
on the same day that the annual meeting of stockholders is held, immediately
following the adjournment of the annual meeting of stockholders, for the
purpose of organization, the election of officers and the transaction of other
business. In case such meeting is not held at such time, the Chairman of the
Board shall call the first meeting of the Board within three weeks after such
meeting of stockholders. In case the Chairman of the Board shall fail to call
such meeting within such period, it may be called at any time thereafter by
any director.
The Board by resolution may provide for the holding of other regular
meetings.
Special meetings shall be held whenever called by the Chairman of the Board,
the Vice-Chairman of the Board, or the President or by any two directors.
Section 13. Time and Place of Meetings. The Board shall designate a place
for the holding of the first regular meeting of the Board at the time provided
in the first sentence of the first paragraph of Section 12 above. If such
first regular meeting is not held at such time but is called as provided in
the second or third sentences of the first paragraph of Section 12, it shall
be held at such time and place as shall be designated by the person calling
such meeting.
If the Board shall by resolution provide for the holding of other regular
meetings, the time and place of holding such meetings shall be as set forth in
such resolution and a copy of such resolution shall be mailed, at least twenty
days prior to the holding of the first regular meeting in accordance with such
resolution and in the manner herein provided for the giving of notice by mail
of meetings of the Board, to each director who was absent from the meeting at
which such resolution was adopted.
Any special meeting of the Board shall be held at such time and place as
shall be designated by the person calling such meeting.
Section 14. Notice of Meetings. Except as otherwise required by law and as
provided below, notice of the time and place of any meeting of the Board shall
be mailed to each director, postage prepaid, or addressed to him at his
residence or usual place of business, or at any other such address as he may
have designated in a written request filed with the Secretary, at least seven
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days before the day on which the meeting is to be held, or shall be sent to him
at such address by telegram or cablegram or given personally or by telephone, at
least 2 hours before the time at which such meeting is to be held. Such notice
need not state the purpose thereof except as otherwise provided by law or by
Section 56, below. Notwithstanding the foregoing provisions of this Section 14,
notice need not be given of any:
(a) First regular meeting of the Board if held as provided in the first
sentence of the first paragraph of Section 12 above (but such notice shall
be required for any first regular meeting called as provided in the second
or third sentences thereof);
(b) Regular meeting of the Board other than a first regular meeting; or
(c) Meeting to any director who submits a signed waiver of notice whether
before or after the meeting, or who attends the meeting without protesting,
prior thereto or at its commencement, the lack of notice to him.
Section 15. Quorum and Manner of Acting. The number of directors
constituting a quorum for the transaction of business at any meeting of the
Board shall be the smallest integer equal to at least one-third of the number
of directors constituting the whole Board, and (except as otherwise provided
by statute or in the Charter or in Sections 19, 25 and 56) the act of a
majority of the directors present at any such meeting at which a quorum is
present shall be the act of the Board. Whether or not there is a quorum at any
meeting, a majority of the directors who are present may adjourn the meeting
from time to time to a day certain. No notice of an adjourned meeting need be
given. The directors shall act only as a Board, and the individual directors
shall have no power as such.
Any action required or permitted to be taken by the Board or any committee
thereof may be taken without a meeting if all members of the Board or the
committee consent in writing to the adoption of a resolution authorizing the
action. The resolution and the written consents thereto by the members of the
Board or committee shall be filed with the minutes of the proceedings of the
Board or committee.
Any one or more members of the Board or any committee thereof may
participate in a meeting of the Board or committee by means of a conference
telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in person at a meeting.
Section 16. Organization. At every meeting of the Board, except as otherwise
voted by the Board, the Chairman of the Board, or, in his absence, the
President, or, in his absence, the Vice Chairman of the Board, or, if neither
the Chairman of the Board nor the President nor the Vice-Chairman of the Board
be present, a chairman (who may be a Vice President, if any is present) chosen
by a majority of the directors present, shall preside. The Secretary of the
Corporation shall act as secretary of meetings of the Board. In the absence of
the Secretary at any meeting of the Board, the chairman of such meeting shall
appoint an Assistant Secretary or, if none is present, some other person to
act as secretary of the meeting.
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Section 17. Resignations. Any director may resign at any time by giving
written notice to the Chairman of the Board or to the Secretary of the
Corporation or to the Board. Such resignation shall take effect at the time
specified therein and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
Section 18. Removal of Directors. Any or all of the directors may be removed
by the stockholders only for cause by the affirmative vote of the holders of
at least a majority of the voting power of all the outstanding voting stock of
the Corporation.
Section 19. Vacancies. Except as otherwise provided by the Charter or other
certificate filed pursuant to law, newly created directorships resulting from
any increase in the authorized number of directors or any vacancies on the
Board resulting from death, resignation, retirement, disqualification, removal
from office or any other cause shall be filled only by the Board, provided
that a quorum is then in office and present, or only by a majority of the
directors then in office, if less than a quorum is then in office, or by the
sole remaining director. Directors elected to fill newly created directorships
or other vacancies shall hold office for the remainder of the full term of the
class of directors in which the new directorship was created or the vacancy
occurred and until such director's successor has been elected and has
qualified. Notwithstanding this Section 19, any vacancies in the directors
elected pursuant to part (B) of paragraph (2) of part [A-5] of the Charter
shall be filled as provided in part (D) of paragraph (2) of part [A-5] of the
Charter.
Section 20. Fees. Unless otherwise provided in the Charter, the Board shall
have the authority to fix the compensation of directors for services in any
capacity.
Section 21. Committees. The Board, by resolution adopted by the affirmative
vote of a majority of the entire Board, may designate from among its members
an executive committee and other committees, each consisting of three or more
directors, and each of which, to the extent provided in the resolution, shall
have the authority of the Board, except that no such committee shall have
authority as to the following matters:
(1) The submission to stockholders of any action that needs stockholder
approval under the Business Corporation Law of the State of New York, as
amended;
(2) The filling of vacancies in the Board or in any committee;
(3) The fixing of compensation of the directors for serving on the Board
or on any committee;
(4) The amendment or repeal of the By-Laws or the adoption of new By-
Laws;
(5) The amendment or repeal of any resolution of the Board which by its
terms shall not be so amendable or repealable.
The Board may designate one or more directors as alternate members of any such
committee who may replace any absent member or members at any meeting of such
committee. Each such committee shall serve at the pleasure of the Board.
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Section 22. Nomination of Directors. Only persons nominated in accordance
with the procedures set forth in this Section shall be eligible for election
as directors. Nominations of persons for election to the Board may be made at
a meeting of stockholders (i) by or at the direction of the Board, or (ii) by
any stockholder of the Corporation entitled to vote for the election of
directors at such meeting who complies with the notice procedures set forth in
this Section 22. Such nominations, other than those made by or at the
direction of the Board, shall be made pursuant to timely notice in writing to
the Secretary of the Corporation. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than 30 days nor more than 60 days prior to the date of a
meeting; provided, however, that if fewer than 40 days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder to be timely must be so delivered or received not later
than the close of business on the 10th day following the earlier of (i) the
day on which such notice of the date of such meeting was mailed or (ii) the
day on which such public disclosure was made.
A stockholder's notice to the Secretary shall set forth (i) as to each
person whom the stockholder proposes to nominate for election or reelection as
a director (a) the name, age, business address and residence address of such
person, (b) the principal occupation or employment of such person, (c) the
class and number of shares of the Corporation which are beneficially owned by
such person on the date of such stockholder's notice and (d) any other
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required,
in each case pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended (including without limitation such person's written consent
to being named in the proxy statement as a nominee and to serving as a
director if elected); and (ii) as to the stockholder giving the notice (a) the
name and address, as they appear on the Corporation's books, of such
stockholder and any other stockholders known by such stockholder to be
supporting such nominees and (b) the class and number of shares of the
Corporation which are beneficially owned by such stockholder on the date of
such stockholder's notice and by any other stockholders known by such
stockholder to be supporting such nominee on the date of such stockholder's
notice.
No person shall be eligible for election as a director of the Corporation
unless nominated in accordance with the procedures set forth in this Section
22. The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
procedures prescribed by the By-Laws, and if he should so determine, he shall
so declare to the meeting and the defective nomination shall be disregarded.
ARTICLE IV.
Officers.
Section 23. Appointment, Term of Office and Qualifications. The Board shall
choose from among its membership the Chairman of the Board and may also choose
annually from among its membership one or more Vice-Chairmen of the Board and/or
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the President of the Corporation, and shall also choose annually a Secretary, a
Treasurer and a Controller and may also elect one or more Vice Presidents, and
any other officer whose appointment shall not be delegated as hereinafter in
Section 24 provided. Each of such officers shall (except such as may be
appointed under Section 24) hold office until the next annual election and until
his successor is chosen and qualified. Any two of said offices, except those of
Chairman of the Board and Vice President, or Chairman of the Board and Vice-
Chairman of the Board, or President and Vice President, or Chairman of the Board
and Secretary, or Vice-Chairman of the Board and Secretary, or President and
Secretary, may be held, and the duties thereof may be performed, by one person.
No person may hold more than two of said offices. No instrument required to be
signed by more than one officer shall be signed by the same individual in more
than one capacity.
Section 24. Other Officers. The Board may elect, or the chief executive
officer of the Corporation may appoint, such other officers or agents as the
Board or such chief executive officer may deem necessary or advisable,
including one or more Assistant Treasurers, one or more Assistant Secretaries
and one or more Assistant Controllers, each of whom shall hold office for such
period, have such powers and perform such duties as are provided in these By-
Laws or as the Board or the chief executive officer of the Corporation may
from time to time determine. Any officer, if required to do so by the Board,
shall give bond for the faithful discharge of his duty in such sum and with
such surety or sureties as the Board shall require.
Section 25. Removal. Any officer may be removed, either with or without
cause, at any time, by resolution adopted by a majority of the whole Board, at
any meeting of the Board, or by the chief executive officer of the Corporation
if such officer shall have been appointed by him, or by any officer upon whom
such power of removal has been conferred by resolution adopted by a majority
of the whole Board.
Section 26. Resignations. Any officer may resign at any time by giving
written notice to the chief executive officer of the Corporation or to the
Secretary or to the Board. Any such resignation shall take effect at the time
specified therein and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
Section 27. Vacancies. A vacancy in any office arising from any cause shall
be filled for the unexpired portion of the term in the manner prescribed in
these By-Laws for regular appointment to such office.
Section 28. Chairman of the Board. The Chairman of the Board shall be the
chief executive officer of the Corporation and shall have general supervision
of the business of the Corporation, and over its several officers, subject,
however, to the control of the Board. He shall, when present, preside at all
meetings of the stockholders and at all meetings of the Board.
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He may, unless otherwise directed by the Board, attend in person or by
substitute or proxy appointed by him and act and vote in behalf of the
Corporation at all meetings of the stockholders of any corporation in which
this Corporation holds stock.
He shall, whenever it may in his opinion be necessary, prescribe the duties
of officers and employees of the Corporation whose duties are not otherwise
defined.
Section 28A. Vice-Chairman of the Board. The Vice-Chairman of the Board
shall perform such duties as may be assigned to him from time to time by the
Chairman of the Board. He may sign and execute, in the name of the
Corporation, deeds, mortgages, bonds, contracts or other instruments
authorized by the Board, except in cases where the signing and execution
thereof shall be expressly delegated by the Board to some other officer or
agent of the Corporation.
In the absence of the Chairman of the Board and the President, he shall
preside at all Board meetings.
In the event of the disability of the Chairman of the Board or if at any
time his office shall become vacant when the office of President is vacant or
if the President is disabled and unable to perform his duties, the Vice-
Chairman who is a full time employee of the Corporation with the most years of
service with the Corporation or an affiliate shall have and possess all of the
powers and discharge all of the duties of the Chairman of the Board during
such disability of the Chairman of the Board or until the vacancy in such
office shall be filled.
Section 29. President. The President shall perform such of the duties of the
Chairman of the Board as may be assigned to him from time to time by the
Chairman of the Board. He may sign and execute, in the name of the
Corporation, deeds, mortgages, bonds, contracts or other instruments
authorized by the Board, except in cases where the signing and execution
thereof shall be expressly delegated by the Board to some other officer or
agent of the Corporation.
In the absence of the Chairman of the Board, he shall preside at all
meetings of the Board of Directors and stockholders; notwithstanding the
foregoing, in the event of the disability of the Chairman of the Board or if
his office shall at any time become vacant, the President shall have and
possess all of the powers and discharge all of the duties of the Chairman of
the Board during such disability or until the vacancy in that office shall be
filled.
Section 30. Vice Presidents. In the absence or disability of the Chairman of
the Board, President and Vice-Chairman, the ranking Vice President available
to act shall perform all the duties of the Chairman, and when so acting, shall
have all the powers of the Chairman until the disability or vacancy in the
office of Chairman, President or Vice-Chairman shall be filled. Any Vice
President may sign and execute, in the name of the Corporation, deeds,
mortgages, bonds or other instruments authorized by the Board, except in cases
where the signing and execution thereof shall be expressly delegated by the
Board to some other officer or agent of the Corporation, and shall perform such
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other duties as from time to time may be assigned to him by the Board or by the
chief executive officer of the Corporation.
If at any time there be more than one Vice President, the order of rank of
such Vice Presidents shall be as determined by the Board or, in the absence of
such determination, shall be the order in which such Vice Presidents were
elected or appointed as such.
Section 31. Secretary. The Secretary shall:
(a) Keep the minutes of all meetings of the stockholders and of the
Board, in books to be kept for the purpose;
(b) See that all notices are duly given in accordance with these By-Laws
or as required by law;
(c) Be custodian of the records (other than financial) and have charge of
the seal of the Corporation and see that it is used upon all papers or
documents whose execution in behalf of the Corporation under its seal is
required by law or duly authorized in accordance with these By-Laws;
(d) Have charge of and keep or cause to be properly kept and filed the
stock books of the Corporation as provided by law and in Section 51 and all
other books, reports, statements, certificates and all other documents and
records required by law;
(e) In general, perform all duties incident to the office of Secretary
and such other duties as from time to time may be assigned to him by the
Board or by the chief executive officer of the Corporation.
Section 32. Assistant Secretaries. At the request of the Secretary, or in
his absence or disability, an Assistant Secretary designated by the Board or
the chief executive officer of the Corporation shall perform all the duties of
the Secretary and, when so acting, shall have all the powers of the Secretary.
Each Assistant Secretary shall perform such other duties as from time to time
may be assigned to him by the Secretary or by the Board or by the chief
executive officer of the Corporation.
Section 33. Treasurer. The Treasurer shall:
(a) Have charge and custody of, and be responsible for, all funds and
securities of the Corporation and deposit all such funds in the name of the
Corporation in such depositaries as shall be selected in accordance with
the provisions of Section 48;
(b) Receive, and give receipt for, moneys due and payable to the
Corporation from any source whatsoever and, subject to the direction of the
Board or the chief executive officer of the Corporation, pay out and
supervise the disbursement of moneys of the Corporation;
(c) Keep full and accurate books of account, showing all cash receipts
and disbursements of the Corporation, and furnish to the Controller
periodical reports of all such receipts and disbursements;
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(d) Render a statement of the cash account of the Corporation whenever
called upon to do so by the Board or by the chief executive officer of the
Corporation or by the Controller;
(e) 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 or by the chief executive officer of the Corporation.
Section 34. Assistant Treasurers. At the request of the Treasurer, or in his
absence or disability, an Assistant Treasurer designated by the Board or the
chief executive officer of the Corporation shall perform all the duties of the
Treasurer, and when so acting, shall have all the powers of the Treasurer.
Each Assistant Treasurer shall perform such other duties as from time to time
may be assigned to him by the Treasurer or by the Board or by the chief
executive officer of the Corporation.
Section 35. Controller. The Controller shall be the principal accounting
officer of the Corporation. The Controller shall:
(a) Keep or cause to be kept full and complete books of account of all
operations of the Corporation and of its assets and liabilities;
(b) Exhibit at all reasonable times his books of account and records to
any of the directors of the Corporation upon application during business
hours at the office of the Corporation where such books and records are
kept;
(c) Render reports of the operations and business and of the condition of
the finances of the Corporation at all regular meetings of the Board, if
called upon to do so, and at such other times as may be requested by the
Board or by any director, or by the chief executive officer of the
Corporation and render a full financial report at the annual meeting of the
stockholders, if called upon to do so;
(d) Receive periodical reports from the Treasurer of all receipts and
disbursements and see that correct vouchers are taken for all disbursements
for any purpose;
(e) In general, perform all the duties incident to the office of
Controller, and such other duties as from time to time may be assigned to
him by the Board or by the chief executive officer of the Corporation.
Section 36. Assistant Controllers. At the request of the Controller, or in
his absence or disability, an Assistant Controller designated by the Board or
by the chief executive officer of the Corporation shall perform all the duties
of the Controller, and, when so acting, shall have all the powers of the
Controller. Each Assistant Controller shall perform such other duties as from
time to time may be assigned to him by the Controller or by the Board or by
the chief executive officer of the Corporation.
Section 37. Salaries. The salaries of the officers shall be fixed from time
to time by the Board, and no officer shall be precluded from receiving such
salary by reason of the fact that he is also a director of the Corporation.
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ARTICLE V.
Indemnification of Officers, Directors and Others.
Section 38. General. The Corporation shall, to the fullest extent permitted
by the New York Business Corporation Law as the same exists or, subject to
Section 41 of this Article V, may hereafter be amended, indemnify any person
who is or was made or threatened to be made a party to or is involved in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, including an action by or in the
right of any other corporation of any type or kind, domestic or foreign, or
any partnership, joint venture, trust, employee benefit plan or other
enterprise, which any director or officer of the Corporation is serving, has
served or has agreed to serve in any capacity at the request of the
Corporation, by reason of the fact that he, his testator or intestate, is or
was or has agreed to become a director or officer of the Corporation, or is or
was serving or has agreed to serve such other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise in any capacity,
against judgments, fines, amounts paid or to be paid in settlement, excise
taxes or penalties, and costs, charges and expenses, including attorneys'
fees, incurred in connection with such action or proceeding or any appeal
therein; provided, however, that no indemnification shall be provided to any
such person if a judgment or other final adjudication adverse to the director
or officer establishes that (i) his acts were committed in bad faith or were
the result of active and deliberate dishonesty and, in either case, were
material to the cause of action so adjudicated, or (ii) he personally gained
in fact a financial profit or other advantage to which he was not legally
entitled; provided, further, that, except as provided in Section 43 of this
Article V or as otherwise provided by agreement, 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 by the Board. The Corporation may, to the
extent authorized from time to time by its Board, provide indemnification to
employees or agents of the Corporation who are not officers or directors of
the Corporation with such scope and effect as determined by the Board.
Section 39. Non-Exclusivity of Rights. The Corporation may indemnify any
person to whom the Corporation is permitted to provide indemnification or the
advancement of expenses by applicable law, whether pursuant to rights granted
pursuant to, or provided by, the New York Business Corporation Law or other
rights created by (i) a resolution of stockholders, (ii) a resolution of
directors or (iii) an agreement providing for such indemnification, it being
expressly intended that these By-Laws authorize the creation of other rights
in any such manner. The right to be indemnified and to the reimbursement or
advancement of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Section shall not be exclusive of any
other right which any person may have or hereafter acquire under any statute,
provision of the Charter, By-Laws, agreement, vote of stockholders or
disinterested directors or otherwise.
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Section 40. Expenses. The Corporation shall, from time to time, reimburse or
advance to any person referred to in Section 38 of this Article V the funds
necessary for payment of expenses, including attorneys' fees, incurred in
connection with any action or proceeding referred to in Section 38, upon
receipt of a written undertaking by or on behalf of such person to repay such
amount(s) if a judgment or other final adjudication adverse to the director or
officer establishes that (i) his acts were committed in bad faith or were the
result of active and deliberate dishonesty and, in either case, were material
to the cause of action so adjudicated, or (ii) he personally gained in fact a
financial profit or other advantage to which he was not legally entitled.
Section 41. Interpretation of Rights to Indemnification. Any person entitled
to be indemnified or to the reimbursement or advancement of expenses as a
matter of right pursuant to this Section may elect to have the right to
indemnification (or advancement of expenses) interpreted on the basis of the
applicable law in effect at the time of the occurrence of the event or events
giving rise to the action or proceeding, to the extent permitted by law, or on
the basis of the applicable law in effect at the time indemnification is
sought.
Section 42. Other Rights. The right to be indemnified or to the
reimbursement or advancement of expenses pursuant to this Article V (i) is a
contract right pursuant to which the person entitled thereto may bring suit as
if the provisions hereof were set forth in a separate written contract between
the Corporation and the director or officer, (ii) is intended to be
retroactive and shall be available with respect to events occurring prior to
the adoption hereof and (iii) shall continue to exist after the rescission or
restrictive modification hereof with respect to events occurring prior
thereto.
Section 43. Right of Claimant to Bring Suit. If a request to be indemnified
is made under this Article V, the Board shall make a determination pursuant to
Section 723(b) of the New York Business Corporation Law within 30 days after
such request as to whether the person so requesting indemnification is
entitled to indemnification under this Article V and the New York Business
Corporation Law. If a request to be indemnified or for the reimbursement or
advancement of expenses under this Article V is not paid in full by the
Corporation within 30 days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense
of prosecuting such claim. It shall be a defense to any such action (other
than an action brought to enforce a claim for expenses incurred in defending
any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Corporation) that
the claimant has not met the standards of conduct which make it permissible
under the New York Business Corporation Law or hereunder for the Corporation
to indemnify the claimant for the amount claimed, but the burden of proving
such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board, independent legal counsel or its
stockholders) to have made a determination prior to the commencement of such
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action that indemnification of the claimant is proper in the circumstances
because he has met the applicable standard of conduct set forth in the New York
Business Corporation Law or hereunder, nor an actual determination by the
Corporation (including its Board, independent legal counsel or its stockholders)
that the claimant has not met such applicable standard of conduct, shall be a
defense to the action or create a presumption that the claimant has not met the
applicable standard of conduct.
Section 44. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such
expense, liability or loss under the New York Business Corporation Law.
Section 45. Separability. If this Article V or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless idemnify each director, officer, employee or
agent of the Corporation as to costs, charges and expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement with respect
to any action, suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the Corporation, to
the fullest extent permitted by any applicable portion of this Article V that
shall not have been invalidated and to the fullest extent permitted by
applicable law.
ARTICLE VI.
Execution of Instruments, Etc.
Section 46. Contracts, etc., How Executed. The Board, subject to the
provisions of Sections 23 and 50, may authorize any officer or officers, agent
or agents to enter into any contract or to execute and deliver any instrument
in the name of and in behalf of the Corporation, and such authority may be
general or confined to specific instances.
Section 47. Loans. No loans shall be contracted in behalf of the Corporation
unless authorized by the Board. When such authorization has been given by the
Board, any officer or agent of the Corporation thereunto authorized may effect
loans and advances at any time for the Corporation from any institution, firm
or individual, and for such loans and advances may make, execute and deliver
promissory notes, bonds or other evidences of indebtedness of the Corporation
and, as security for the payment of any and all loans, advances, indebtedness
and liabilities of the Corporation, may (subject to such authorization)
pledge, hypothecate or transfer any and all stocks, securities and other
personal property at any time owned by the Corporation and to that end
endorse, assign and deliver the same. Such authority may be general or
confined to specific instances.
Section 48. Deposits. Funds of the Corporation may be deposited from time to
time to the credit of the Corporation with such depositaries as may be
selected by the Board or by any officer or officers, agent or agents of the
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Corporation to whom such power may be delegated from time to time by the Board.
Section 49. Checks, Drafts, etc. All checks, drafts or other orders for the
payment of money, notes, acceptances, or other evidences of indebtedness
issued in the name of the Corporation, shall be signed by such officer or
officers, agent or agents of the Corporation, and in such manner, as shall be
determined from time to time by resolution of the Board. Unless otherwise
provided by resolution of the Board, endorsements for deposit to the credit of
the Corporation in any of its duly authorized depositaries may be made,
without countersignature, by the President or any Vice President or the
Treasurer, or by any other officer or agent of the Corporation to whom such
power shall have been delegated by the Board, or may be made by hand-stamped
impression in the name of the Corporation.
Section 50. Sale or Transfer of Securities. Stock certificates, bonds or
other securities held or owned by the Corporation may be sold, transferred or
otherwise disposed of pursuant to authorization by the Board, and in any such
event, the stock certificates, registered bonds or other securities so
authorized to be sold, transferred or otherwise disposed of may be assigned or
transferred from the name of the Corporation by the signature of the President
or any Vice President.
ARTICLE VII.
Shares and Their Transfer; Books.
Section 51. Transfer of Shares. Transfers of shares of the stock of the
Corporation shall be made on the stock books of the Corporation by the holder
of record of such shares or by his attorney thereunto duly authorized, and on
surrender of the certificate or certificates for such shares. A person in
whose name shares of stock stand on the books of the Corporation shall be
deemed the owner thereof as regards the Corporation; provided, however, that
whenever any transfer of shares shall be made for collateral security, and not
absolutely, and written notice thereof shall be given to the Secretary of the
Corporation or to its Transfer Agent, if any, such fact shall be stated in the
entry of the transfer.
Section 52. Lost and Destroyed Certificates. The holder of record of any
certificate of stock who shall claim that such certificate is lost or
destroyed may make an affidavit or affirmation of that fact and advertise the
same, if required to do so by the Board, in such manner as the Board may
require and furnish bond, if required to do so by the Board, in form and with
one or more sureties satisfactory to the Board and to the Transfer Agent
and/or Registrar, if any, in such sum as the Board may direct, sufficient to
indemnify the Corporation and the Transfer Agent and/or Registrar, if any,
against any claim that may be made against them, or any of them, on account of
such certificate, whereupon one or more new certificates may be issued of the
same tenor and for the same aggregate number of shares as the one alleged
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to be lost or destroyed. The Board may delegate to any officer authority to
administer the provisions of this Section.
Section 53. Regulations. The Board may make such rules and regulations as it
may deem expedient concerning the issuance, transfer and registration of
certificates of stock. It may appoint one or more transfer agents or
registrars of transfers or both, and may require all certificates of stock to
bear the signature of either or both.
ARTICLE VIII.
Miscellaneous.
Section 54. Fiscal Year. The fiscal year of the Corporation shall be the
calendar year.
Section 55. Seal. The Board shall prescribe a corporate seal which shall be
a device containing the name of the Corporation, the year of its organization
and the words "New York". The corporate seal may be used by printing,
engraving, lithographing, stamping or otherwise making, placing or affixing,
or causing to be printed, engraved, lithographed, stamped or otherwise made,
placed or affixed, upon any paper or document, by any process whatsoever, an
impression, facsimile, or other reproduction of said corporate seal.
ARTICLE IX.
Amendments.
Section 56. Amendments. The By-Laws or any By-Law may be adopted, amended or
repealed only (i) by the affirmative vote of not less than a majority of the
directors then in office at any regular or special meeting, if notice of the
proposed amendment or alteration or new By-Law is included in the notice of
such meeting or (ii) by the affirmative vote of the holders of at least eighty
percent (80%) of the voting power of all outstanding voting stock at any
annual meeting or at any special meeting, if notice of the proposed amendment
or alteration or new By-Law is included in the notice of such special meeting.
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