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BY-LAWS
OF
WYETH
AS AMENDED THROUGH APRIL 24, 2003
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BY-LAWS
of
WYETH
* * * * * * * * * * * * * * * * * * * * *
STOCKHOLDERS MEETINGS
1. Annual Meeting. An annual meeting of stockholders for election of
directors and transaction of other business properly before the
meeting shall be held on the fourth Wednesday of April in each year,
or on such other date and at such time as the Board of Directors may
designate.
Any business properly brought before an annual meeting of stockholders
may be transacted at such meeting. To be properly brought before an
annual meeting, business must be (i) specified in the written notice
of the meeting (or any supplement thereto) given by or at the
direction of the Board of Directors, (ii) otherwise brought before the
meeting by or at the direction of the Board of Directors, or (iii)
otherwise properly brought before the meeting by a stockholder. For
matters to be properly brought before an annual meeting by a
stockholder (other than nominations for the election of directors),
the stockholder must give written notice of the proposed matter,
either by personal delivery or by United States mail, postage prepaid,
to the Secretary of the corporation, not later than ninety days prior
to the anniversary date of the immediately preceding annual meeting or
not later than ten days after notice or public disclosure of the date
of the annual meeting shall be given or made to stockholders,
whichever date shall be earlier. Any such notice shall set forth as to
each item of business the stockholder shall propose to bring before
the meeting (i) the name and address of the stockholder proposing such
item of business, (ii) a description of such item of business and the
reasons for conducting it at such meeting and, in the event that such
item of business shall include a proposal to amend either the
Certificate of Incorporation or these by-laws, the text of the
proposed amendment, (iii) a representation that the stockholder is a
holder of record of stock of the corporation entitled to vote at such
meeting and intends to appear in person or by proxy at the meeting to
propose such item of business and (iv) any material interest of the
stockholder in such item of business. Only matters which shall have
been properly brought before an annual meeting of stockholders in
accordance with these by-laws shall be conducted at such meeting, and
the presiding officer may refuse to permit any matters to be brought
before such meeting which shall not have been properly brought before
it in accordance with the foregoing procedure.
2. Special Meetings. Except as provided in paragraph VII (g) (v) of
Article FOURTH of the Certificate of Incorporation respecting rights
of holders of Preferred Stock to call meetings of such holders in
certain dividend default situations, special meetings of stockholders,
unless otherwise provided by law, may be called by the Chairman or
Vice Chairman of the Board of Directors or the President or by the
Secretary on the written request of a majority of all the directors,
such request to state the purpose of the proposed meeting, which
meeting shall thereupon be called by the Secretary. Business at
special meetings shall be confined to the matters stated in the
notice.
3. Notice. Written notice of each meeting of stockholders shall be
mailed, not less than ten days prior to the meeting, to each
stockholder entitled to vote at such address as appears on the stock
books of the corporation. The notice shall specify the time and place
of the meeting and, as to special meetings, the matter or matters to
be acted upon at such meeting.
4. Place. Meetings of stockholders shall be held at the office of the
corporation in Wilmington, Delaware, or at such other place, within or
without the State of Delaware, as the Board of Directors may
designate.
5. Quorum. Except as provided in paragraph VII (g) (v) of Article FOURTH
of the Certificate of Incorporation respecting meetings of
stockholders during certain dividend default situations, at which
meetings holders of Preferred Stock have special voting rights, the
holders of a majority of the outstanding stock having voting power,
present in person or by proxy, shall constitute a quorum at all
meetings of stockholders for the transaction of business unless
otherwise provided by law. Except as provided in such paragraph VII
(g) (v) of Article FOURTH of the Certificate of Incorporation, if a
quorum shall not be present at any meeting of stockholders, the
stockholders entitled to vote, present in person or by proxy, may
adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present; and at
such adjourned meeting at which a quorum shall be present any business
may be transacted which might have been transacted at the meeting
originally called.
6. Voting; Proxies. At each meeting of stockholders every stockholder
entitled to vote may vote in person or by proxy appointed by an
instrument in writing subscribed by such stockholder or his duly
appointed attorney-in-fact or in any other manner prescribed by the
General Corporation Law of the State of Delaware. Except as provided
in paragraphs VII (g) (i) and VII (g) (v) of Article FOURTH of the
Certificate of Incorporation respecting holders of Preferred Stock
voting in certain situations, each holder of Common Stock shall have
one vote and each holder of Preferred Stock shall have thirty-six (36)
votes on each matter submitted to a vote at a meeting of stockholders
for each share of, respectively, Common and Preferred Stock having
voting power, registered in his name on the stock books of the
corporation. The vote for directors and, upon the demand of any
stockholder, the vote upon any other matter before the meeting, shall
be by ballot. Elections shall be decided by a plurality of the votes
cast and other matters shall be decided by a majority of the votes
cast on such matters.
BOARD OF DIRECTORS
7. Powers; Number; Election; Term; Vacancies. The property and business
of the corporation shall be managed by its Board of Directors, which
shall be not less than eight nor more than fifteen in number as
determined from time to time by the Board, except as provided in
paragraph VII (g) (ii) of Article FOURTH of the Certificate of
Incorporation respecting additional directors in certain dividend
default situations. Directors shall be elected at the annual meeting
of stockholders and each director shall continue in office until his
successor shall be elected or until his earlier removal or
resignation.
Except as provided in paragraph VII (g) (ii) of Article FOURTH of the
Certificate of Incorporation respecting additional directors in
certain dividend default situations, nominations for the election of
directors may be made by the Board of Directors or a committee
appointed by the Board of Directors or by any stockholder entitled to
vote in the election of directors generally. However, any stockholder
entitled to vote in the election of directors generally may nominate
one or more persons for election as directors only if written notice
of such stockholder's intent to make such nomination or nominations
has been given, either by personal delivery or by United States mail,
postage prepaid, to the Secretary of the corporation not later than
(i) with respect to an election to be held at an annual meeting of
stockholders, ninety days prior to the anniversary date of the
immediately preceding annual meeting, and (ii) with respect to an
election to be held at a special meeting of stockholders for the
election of directors, the close of business on the tenth day
following the date on which notice of such meeting is first given to
stockholders. Each such notice shall set forth: (a) the name and
address of the stockholder who intends to make the nomination and of
the person or persons to be nominated; (b) a representation that the
stockholder is a holder of record of stock of the corporation entitled
to vote at such meeting and intends to appear in person or by proxy at
the meeting to nominate the person or persons specified in the notice;
(c) a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming
such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (d) such other
information regarding each nominee proposed by such stockholder as
would be required to be included in a proxy statement filed pursuant
to the proxy rules of the Securities and Exchange Commission; and (e)
the consent of each nominee to serve as a director of the corporation
if so elected. The presiding officer of the meeting may refuse to
acknowledge the nomination of any person not made in compliance with
the foregoing procedure.
Except as provided in Paragraph VII (g) (v) of Article FOURTH of the
Certificate of Incorporation respecting the additional directors in
certain dividend default situations, vacancies in the membership of
the Board, whether or not caused by an increase in the number of
directors, will be filled solely by the affirmative vote of a majority
of the remaining directors then in office, even though less than a
quorum of the Board of Directors. Any director elected in accordance
with the preceding sentence shall hold office only until the next
succeeding annual meeting of stockholders.
8. Regular Meetings. Regular meetings of the Board may be held without
notice at such time and place as the Board shall from time to time
determine.
9. Special Meetings. Special Meetings of the Board may be called by
direction of the Chairman, the Vice Chairman, the President or two
directors on two days notice to each director specifying the time and
place of meeting.
10. Quorum; Voting. At all meetings of the Board a majority of all the
directors then in office, or if the number of directors is then an
even number, one-half such number shall constitute a quorum for the
transaction of business and the act of a majority of the directors
present at any meeting at which there is a quorum shall be the act of
the Board unless otherwise provided by law, the Certificate of
Incorporation or these by-laws.
11. Compensation. Directors shall be paid such fees for their services as
directors and for attending meetings of the Board and committees
appointed thereby as shall be determined from time to time by the
Board. The Board may also provide for compensation to a director for
expenses he may incur in attending such meetings. Nothing herein shall
be construed to preclude any director from serving the corporation in
any other capacity and receiving compensation therefor.
12. Residual Powers of Board. In addition to the powers conferred by these
by-laws upon the Board, the Board may exercise all such powers of the
corporation and do all such lawful acts and things as are not by law,
the Certificate of Incorporation or these by-laws directed or required
to be exercised or done by the stockholders. Nothing contained in
these by-laws shall restrict the Board or any committee thereof from
taking any action in any manner permitted by law, including unanimous
written consent and conference communication by means of telephone or
similar communications equipment by which all persons participating in
the meeting can hear each other, and participation in a meeting
pursuant to this by-law shall constitute presence in person at such
meeting.
EXECUTIVE COMMITTEE
13. Appointment. The Board may by vote of a majority of all the directors
appoint three or more members to constitute an Executive Committee
which shall serve at the pleasure of the Board. Vacancies in the
membership of the Executive Committee shall be filled by the Board by
vote of a majority of all the directors.
14. Duties and Powers. During the intervals between meetings of the Board,
the Executive Committee shall perform all the duties and exercise all
the powers of the Board in the management of the property and business
of the corporation except such duties and powers as are by law, the
Certificate of Incorporation or these by-laws directed or required to
be performed or exercised specifically by the Board as such or by any
proportion thereof.
The Chairman of the Executive Committee shall assist the Chairman of
the Board, shall perform such of the duties and exercise such of the
powers of the Chairman as the latter may delegate to him and shall, in
the absence or disability of the President, perform the duties and
exercise the powers of the President. He shall perform such other
duties and exercise such other powers as the Board shall from time to
time prescribe.
15. Meetings. The Executive Committee may meet at stated times without
notice, or on two days notice to all by one of its members.
16. Quorum; Voting. A majority of the Executive Committee shall constitute
a quorum for the transaction of business and the act of a majority of
those present at any meeting at which there is a quorum shall be the
act of the Committee.
17. Minutes. The Executive Committee shall keep regular minutes of its
proceedings and report its actions to the Board when it so requests.
18 -22 REMOVED AND RESERVED
AUDIT COMMITTEE
23. Appointment. The Board shall appoint three or more directors of the
corporation, none of whom is presently employed by the corporation or
any of its subsidiaries, to constitute an Audit Committee, which shall
serve at the pleasure of the Board. Vacancies in the membership of the
Audit Committee shall be filled by the Board.
24. Duties and Powers. The Audit Committee shall appoint a firm of
independent public accountants to be engaged as the principal auditor
for each year's annual audit and to provide other appropriate services
for the corporation, subject to ratification by the stockholders. The
Audit Committee shall undertake such other financial reviews as it or
the Board deems appropriate or which are required by law or applicable
stock exchange listing requirements.
25. Meetings. The Audit Committee may meet at stated times without notice,
or on notice to all by the Chairman or Vice Chairman of the Board, the
President, an Executive Vice President or a Senior Vice President, or
by one of the members of the Audit Committee.
26. Quorum; Voting. A majority of the Audit Committee shall constitute a
quorum for the transaction of business and the act of a majority of
those present at any meeting at which there is a quorum shall be the
act of the Committee.
27. Minutes. The Audit Committee shall keep regular minutes of its
proceedings and make copies thereof available to the Board at its
meetings.
OTHER COMMITTEES
28. Appointment. The Board may from time to time appoint further standing
or special committees of directors, officers or employees of the
corporation or its subsidiaries to serve at the pleasure of the Board
and confer upon such committees such powers and duties as the Board
may deem expedient within the limits permitted by law.
29. Organization and Operation. Unless otherwise provided in the
resolutions appointing any such committee and determining its powers
and duties, the committee may establish procedures for calling and
conducting meetings, provided that no less than a majority of its
members shall constitute a quorum for the transaction of business and
the act of no less than a majority of those present at a meeting at
which there is a quorum shall be the act of the committee, and the
committee shall keep regular minutes of its proceedings and report its
actions to the Board when it so requests.
OFFICERS
30. Principal Officers. The principal officers shall be chosen annually by
the Board and shall be a Chairman of the Board of Directors, a
President, one or more Vice Presidents, a Secretary, a Treasurer and a
Controller and, in the discretion of the Board, a Vice Chairman of the
Board of Directors, one or more Executive Vice Presidents and one or
more Senior Vice Presidents. The Chairman or Vice Chairman and
President may be the same person; the Secretary and Treasurer may be
the same person and an Executive Vice President, Senior Vice President
or Vice President may hold at the same time the office of Secretary,
Treasurer or Controller. The Chairman and Vice Chairman, if any, and
the President shall be chosen from the members of the Board; the other
principal officers need not be directors.
31. Other Officers. The Board may choose such other officers and agents as
it shall deem necessary, who shall hold their offices for such terms
and shall perform such duties and exercise such powers as are
delegated to them pursuant to these by-laws or as the Board shall from
time to time prescribe. In addition, the Chief Executive Officer may
choose such Vice Presidents or assistant officers as he or she deems
necessary, who shall hold their offices for such terms and shall
perform such duties and exercise such powers as the Chief Executive
Officer shall from time to time prescribe, provided, however, that
officers so chosen by the Chief Executive Officer shall not be deemed
to be principal officers of the Corporation unless and until they are
so designated by the Board.
32. Salaries. The salaries of all principal officers shall be fixed by the
Board.
33. Term of Office; Removal. Each officer shall hold office until his
successor is chosen or until his earlier removal or resignation. The
Board may remove any officer or agent provided that removal of a
principal officer be by vote of a majority of all the directors.
34. Vacancies. Vacancies in any office may be filled by the Board.
35. Chairman. The Chairman of the Board of Directors shall preside at all
meetings of stockholders and of the Board. In the discretion of the
Board, he may be designated as the Chief Executive Officer of the
corporation. If the Chairman of the Board of Directors is designated
as the Chief Executive Officer, in such capacity, he shall (i) have
all powers and perform all duties incident to such chief executive
office, (ii) subject to the direction of the Board, have general and
active supervision of the property and business of the corporation,
(iii) be the officer through whom the Board delegates authority to
corporate management, (iv) be the medium of communication to the Board
of information as to the affairs of the corporation and of all matters
presented for the Board's consideration, and (v) be responsible to see
that all orders and resolutions of the Board are carried into effect
by the proper officers. The Chairman of the Board shall perform such
other duties and exercise such other powers as the Board shall from
time to time prescribe.
36. Vice Chairman. The Vice Chairman of the Board of Directors shall
assist the Chairman of the Board, shall perform such of the duties and
exercise such of the powers of the Chairman as the latter may delegate
to him and shall, in the absence or disability of the Chairman,
perform the duties and exercise the powers of the Chairman. He shall
perform such other duties and exercise such other powers as the Board
or the Chairman shall from time to time prescribe.
37. President. The President shall assist the Chairman and Vice Chairman
of the Board, shall perform such of the duties and exercise such of
the powers of the Chairman as the latter may delegate to him and
shall, in the absence or disability of the Vice Chairman, perform the
duties and exercise the powers of the Vice Chairman. In addition, in
the discretion of the Board, he may be designated as the Chief
Executive Officer. If the President is designated as the Chief
Executive Officer, in such capacity, he shall (i) have all powers and
perform all duties incident to such chief executive office, (ii)
subject to the direction of the Board, have general and active
supervision of the property and business of the corporation, (iii) be
the officer through whom the Board delegates authority to corporate
management, (iv) be the medium of communication to the Board of
information as to the affairs of the corporation and of all matters
presented for the Board's consideration and (v) be responsible to see
that all orders and resolutions of the Board are carried into effect
by the proper officers. The President shall perform such other duties
and exercise such other powers as the Board shall from time to time
prescribe.
38. Executive Vice Presidents. Each Executive Vice President shall serve
in a general executive capacity, more particularly as general
assistant to the President. In the absence or disability of the
President, and in the event the Chairman of the Executive Committee is
absent or disabled, an Executive Vice President shall, in the order of
seniority in that office, perform the duties and exercise the powers
of the President. Executive Vice Presidents shall perform such other
duties and exercise such other powers as the Board, the Chief
Executive Officer or the President shall from time to time prescribe.
39. Senior Vice Presidents. Each Senior Vice President shall serve in a
general executive capacity, more particularly as general assistant to
the President or to one or more Executive Vice Presidents. In the
absence or disability of the President, and in the event the Chairman
of the Executive Committee and all Executive Vice Presidents are
absent or disabled, a Senior Vice President shall, in the order of
seniority in that office, perform the duties and exercise the powers
of the President. Senior Vice Presidents shall perform such other
duties and exercise such other powers as the Board, the Chief
Executive Officer or the President shall from time to time prescribe.
40. Vice Presidents. In the absence or disability of the Executive Vice
Presidents and Senior Vice Presidents, a Vice President shall, in the
order of seniority in that office, perform the duties and exercise the
powers of the Executive Vice Presidents and Senior Vice Presidents.
Vice Presidents shall perform such other duties and exercise such
other powers as the Board, the Chief Executive Officer or the
President shall from time to time prescribe.
41. Principal Financial Officer. The Board may designate an Executive Vice
President, a Senior Vice President, a Vice President or the Treasurer
as the Principal Financial Officer of the corporation.
42. Secretary. The Secretary shall attend all meetings of stockholders and
of the Board and shall record the minutes of all proceedings of such
meetings in books to be kept for that purpose, and shall perform like
duties for the standing committees appointed by the Board unless the
Board directs otherwise. He shall have custody of the seal of the
corporation and shall affix it or cause it to be affixed to all
instruments requiring it. He shall give or cause to be given the
notice required of all meetings of stockholders and of the Board. He
shall perform such other duties and exercise such other powers as the
Board, the Chief Executive Officer or the President shall from time to
time prescribe.
43. Treasurer. The Treasurer shall have general charge of and
responsibility for the corporate funds and securities. He shall
deposit or cause to be deposited in the name of the corporation all
moneys and other valuable effects of the corporation in such
depositories as may be designated in accordance with these by-laws. He
shall disburse the funds of the corporation as directed by the Board
or by any other principal officer, taking proper vouchers for such
disbursements. He shall advise upon all terms of credit granted by the
corporation. He shall render to the Board, when the Board so requests,
an accounting of all his transactions as Treasurer and of the
financial condition of the corporation. He shall perform such other
duties and exercise such other powers as the Board, the Chief
Executive Officer or the President shall from time to time prescribe.
44. Controller. The Controller shall have general supervision of the
accounting practices of the corporation and its subsidiaries and the
preparation of statements and other reports respecting financial
aspects of the corporation's or its subsidiaries' operations. He shall
establish, through appropriate channels, recording and reporting
procedures and standards pertaining to such matters. He shall be
responsible for collection of all corporation accounts. He shall
perform such other duties and exercise such other powers as the Board,
the Chief Executive Officer or the President shall from time to time
prescribe.
45. Delegation of Officer's Duties by Board. In the absence or disability
of any principal officer, or for any other reason that the Board may
deem sufficient, the Board may by vote of a majority of all the
directors delegate any or all of the powers or duties of such officer
to any other officer.
46. Delegation of Officer's Duties by Officer. Any principal officer may
delegate portions of his powers and duties to any assistant officer
chosen by the Board and acting under the principal officer's
supervision.
47. Indemnification of Directors, Officers and Employees. Each person (and
heirs and legal representatives of such person) who serves or has
served as a director, officer or employee of the corporation or of any
other corporation or entity when requested by this corporation, and of
which this corporation is or was a stockholder, a creditor or
otherwise interested, shall be indemnified by this corporation against
all liability and reasonable expense, including but not limited to
counsel fees and disbursements and amounts of judgments, fines or
penalties, incurred by or imposed upon him in connection with any
claim, action, suit or proceeding, actual or threatened, whether
civil, criminal, administrative or investigative, and appeals in which
he may become involved as a party or otherwise by reason of acts or
omissions in his capacity as and while a director, officer or employee
of this corporation or such other corporation or entity, provided that
such person is wholly successful with respect thereto and unless the
Board in its absolute discretion shall determine that such person did
not meet the standard of conduct required herein.
The term "wholly successful" shall mean termination of any claim,
action, suit or proceeding against such person without any finding of
liability or guilt against him and without any settlement by payment,
promise or undertaking by or for such person or the expiration of a
reasonable period of time after the making of any claim or threat
without action, suit or proceeding having been brought and without any
settlement by payment, promise, or undertaking by or for such person.
The standard of conduct required shall be that such person acted in
good faith for a purpose which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, in addition, in
any criminal action or proceeding, had no reasonable cause to believe
that his conduct was unlawful.
Should indemnification be requested hereunder in respect to any claim,
action, suit or other proceeding where the person seeking
indemnification has not been wholly successful, such indemnification
may be made only upon the prior determination by a resolution of a
majority of those members of the Board who are not involved in the
claim, action, suit or other proceeding, that such person met the
standards of conduct required herein, or, in the discretion of the
Board, upon the prior determination by non-employee legal counsel, in
written opinion, that such person has met such standards, and where a
settlement is involved, that the amount thereof is reasonable.
Indemnification under this by-law shall not include any amount payable
by such person to the corporation or entity in satisfaction of any
judgment or settlement, or any amount payable on account of profits
realized by him in the purchase or sale of securities of the
corporation, and shall be reduced by the amount of any other
indemnification or reimbursement of such liability and expense to such
person.
The termination of any claim, action, suit or other proceeding, by
judgment, order, settlement (whether with or without court approval)
or conviction or upon a plea of guilty or of nolo contendere, or its
equivalent, shall not of itself create a presumption that such person
did not meet the standard of conduct required herein.
Expenses incurred which are subject to indemnification hereunder may
be advanced by the corporation prior to final disposition of the
claim, action, suit or other proceeding upon receipt of an undertaking
acceptable to the corporation by or on behalf of the recipient to
repay such amount unless it shall ultimately be determined that he is
entitled to indemnification.
The right of indemnification herein provided shall be in addition to
other rights to which those to be indemnified may otherwise be
entitled by agreement, vote of stockholders, operation of law or
otherwise, and shall be available whether or not the claim asserted
against such person is based upon matters which antedate the adoption
of this by-law. If any word, clause or provision of this by-law or any
indemnification made hereunder shall for any reason be determined to
be invalid, the provisions hereof shall not otherwise be affected
thereby but shall remain in full force and effect.
AUTHORITY TO ACT AND SIGN
48. Instrument Execution. Unless otherwise provided by law or by the
Board, all instruments to be executed on behalf of the corporation,
whether or not requiring the seal of the corporation, may be executed
by the Chairman, the Vice Chairman, the President, any Executive Vice
President, any Senior Vice President or any Vice President and
attested by the Secretary or an Assistant Secretary.
49. Bank Accounts. Unless otherwise provided by the Board, any two of the
following officers: the Chairman, the Vice Chairman, the President,
any Executive Vice President, any Senior Vice President, any Vice
President and the Treasurer, may from time to time (1) open and
maintain in the name of the corporation, and terminate, general and
special bank accounts for the funds of the corporation with such
banks, trust companies or other depositories as they may designate and
(2) designate, and revoke the designation of, the officers or
employees of the corporation who may sign, manually or by facsimile,
checks, drafts or orders on such bank accounts. Any such action,
designation or revocation shall be by written instrument, signed by
the officers taking the action or making or revoking the designation
and filed with the bank, trust company or other depository.
50. Voting of Stock in Other Corporations. Unless otherwise directed by
the Board, Chairman, the Vice Chairman, the President, any Executive
Vice President, any Senior Vice President, the Treasurer or the
Secretary may, on behalf of the corporation, attend, act and vote at
any meeting of stockholders of any corporation in which this
corporation may hold stock and at any such meeting shall possess and
may exercise all rights of this corporation incident to ownership of
such stock or may give a proxy or proxies in the name of this
corporation to any other person or persons who may vote such stock and
exercise any and all other rights in regard to it as are here accorded
to the officers mentioned.
51. Sale and Transfer of Securities. Unless otherwise directed by the
Board, any two of the following officers: the Chairman, the Vice
Chairman, the President, any Executive Vice President, any Senior Vice
President and the Treasurer may, on behalf of the corporation,
transfer, convert, endorse, sell, assign, set over and deliver, or
take action appropriate to the encumbrance by the corporation of any
bonds, shares of stock, warrants or other securities owned by or
standing in the name of the corporation, and may execute and deliver
in the name of the corporation all written instruments necessary or
proper to implement the authority herein contained.
STOCK
52. Stock Certificates; Uncertificated Shares. The shares of the
corporation shall be represented by certificates, provided that the
Board of Directors of the corporation may provide by resolution or
resolutions that some or all of any or all classes or series of its
stock shall be uncertificated shares. Any such resolution shall not
apply to shares represented by a certificate until such certificate is
surrendered to the corporation. Notwithstanding the adoption of such a
resolution by the Board of Directors, every holder of stock
represented by certificates and upon request every holder of
uncertificated shares shall be entitled to have a certificate signed
by, or in the name of the corporation by the Chairman or Vice Chairman
of the Board of Directors, or the President or Vice President, and by
the Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of such corporation representing the number of
shares registered in certificate form. Any or all of the signatures on
the certificate may be a facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may
be issued by the corporation with the same effect as if he or she were
such officer, transfer agent or registrar at the date of issue.
53. Transfer. Transfer of stock shall be made on the books of the
corporation only upon surrender of the certificate therefor, endorsed
by the person named in the certificate or accompanied by proper
written evidence of succession, assignment or authority to transfer
such stock or upon receipt of proper transfer instructions from the
owner of uncertificated shares.
54. Transfer Agent and Registrar. The Board may appoint one or more
Transfer Agents to record transfers of shares of stock and to keep the
stock certificate books, transfer books and stock ledgers of the
corporation. The Board may also appoint one or more Registrars to
register certificates of stock. The Board may require all certificates
of stock to bear the signatures of either or both a Transfer Agent and
a Registrar. Where any such certificate is manually signed by the
Registrar, the signature of any Transfer Agent may be facsimile
engraved or printed.
55. Record Date. The Board may fix in advance a date, not less than ten
nor more than sixty days preceding the date of any meeting of
stockholders or the date for the payment of any dividend or the date
for the allotment of rights or the date when any change, conversion or
exchange of stock shall go into effect or the date in connection with
obtaining consent of stockholders or any class thereof for any
purpose, as a record date for the determination of stockholders
entitled to notice of and to vote at any such meeting or to receive
payment of any such dividend or to receive any allotment of rights or
to exercise the rights or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the
corporation after any such record date fixed as aforesaid. The Board
may direct that the stock books of the corporation be closed against
transfers during such period.
56. Registered Stockholders. The corporation shall be entitled to treat
the holder of record of any share of stock as the holder in fact
thereof and accordingly shall not be bound to recognize any equitable
or other claim to or interest in such share on the part of any other
person, whether or not it shall have express or other notice thereof,
except as provided by law.
57. Lost Certificates. The Board may direct a new certificate of stock to
be issued in place of any certificate theretofore issued and claimed
to have been lost, stolen or destroyed, provided that any person
claiming a certificate to be lost, stolen or destroyed shall make an
affidavit of ownership and of the facts of such loss, theft or
destruction and, if the Board so requires, shall advertise the same,
and provided further that the Board may require the owner of the
certificate claimed to be lost, stolen or destroyed, or his legal
representative, to deliver to the corporation for itself, its officers
Transfer Agents and Registrars, a bond of indemnity in such amount or
unlimited in amount, upon such terms and secured by such surety as the
Board may require.
MISCELLANEOUS
58. Notices. Whenever under the provisions of these by-laws notice is
required to be given to any person other than in his capacity as
stockholder, it may be given by hand delivery, by telegram or by mail.
Whenever under the provisions of these by-laws notice is required to
be given to any stockholder, it may be given by mail, by depositing
the same in the post office or a letter box, in a post-paid, sealed
envelope, addressed to such stockholder at such address as appears on
the stock books of the corporation, and such notice shall be deemed to
be given at the time when the same shall be thus mailed. Any person
entitled to notice under any provision of these by-laws may waive such
notice.
59. Fiscal Year. The fiscal year of the corporation shall begin the first
day of January in each year.
60. Offices. The corporation may have an office in Madison, New Jersey,
and at such other places as the business of the corporation may
require.
61. Seal. The corporate seal shall have inscribed thereon the name of the
corporation and the words "Corporate Seal, Delaware."
62. Amendments. These by-laws may be altered or repealed and new by-laws
may be adopted at any meeting of stockholders by the vote of the
holders of a majority of the outstanding stock having voting power,
provided the notice of such meeting includes the proposed alterations
or repeal or the proposed new by-laws, or a summary thereof, or the
Board by vote of a majority of all the directors.