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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 15, 1998
WELLS FARGO & COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-6214 No. 13-2553920
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
420 Montgomery Street, San Francisco, California 94163
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 1-800-411-4932
Not applicable
(Former name or former address, if changed since last report)
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Item 5: OTHER EVENTS
(a) As announced on April 2, 1998, Wells Fargo Bank, N.A. (Wells
Fargo) entered into a letter of intent to sell its mortgage
servicing business to GMAC Mortgage Corporation (GMAC Mortgage).
On May 15, a definitive agreement was signed by Wells Fargo and
GMAC Mortgage. Under the terms of the agreement, GMAC Mortgage
will acquire the servicing for approximately $26 billion of loans
and will subservice approximately $6 billion of Wells Fargo's
bank-owned loans. The transaction is expected to close in June,
although there is no assurance that the transaction will be
completed. The resulting pre-tax gain is currently estimated to
be in the area of $65 million, most of which will be recognized
in the second quarter, with the remainder recorded in the third
quarter when certain adjustments are finalized.
(b) Attached hereto as Exhibit 99 is the Press Release announcing
that Rod Jacobs, Vice Chairman and Chief Financial Officer of
Wells Fargo & Company (the Company), has been elected President
and Director of both the Company and its primary subsidiary,
Wells Fargo Bank, N.A., by the Company's Board of Directors and
that Ross Kari, Executive Vice President and head of the
Company's Finance Group, has been elected Chief Financial
Officer.
Item 7: FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
3(ii) By-Laws
99 Copy of the Press Release announcing the election of
Rod Jacobs as President and Director of Wells Fargo &
Company and Wells Fargo Bank, N.A. and the election of
Ross Kari as Chief Financial Officer
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on May 21, 1998.
WELLS FARGO & COMPANY
By: FRANK A. MOESLEIN
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Frank A. Moeslein
Executive Vice President and Controller
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BY-LAWS
OF
WELLS FARGO & COMPANY
(A DELAWARE CORPORATION),
AS AMENDED MAY 18, 1998
______________
ARTICLE I
MEETINGS OF STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. The annual meeting of stockholders of Wells
Fargo & Company (the "corporation") shall be held on the third Tuesday of April
in each year at such time of day as may be fixed by the Board of Directors, at
the principal office of the corporation, if not a bank holiday, and if a bank
holiday then on the next succeeding business day at the same hour and place, or
at such other time, date or place, within or without the State of Delaware, as
may be determined by the Board of Directors. At such meeting, Directors shall
be elected, reports of the affairs of the corporation may be considered, and any
other proper business may be transacted.
SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders, unless
otherwise regulated by statute, for any purpose or purposes whatsoever, may be
called at any time by the Board of Directors, the Chairman of the Board, the
President, the Chief Executive Officer (if other than the Chairman of the Board
or the President), or one or more stockholders holding not less than 10 percent
of the voting power of the corporation. Such meetings may be held at any place
within or without the State of Delaware designated by the Board of Directors of
the corporation.
SECTION 3. NOTICE OF MEETINGS. Notice of all meetings of the
stockholders, both annual and special, shall be given by the Secretary in
writing to stockholders entitled to vote. A notice may be given either
personally or by mail or other means of written communication, charges prepaid,
addressed to any stockholder at his address appearing on the books of the
corporation or at the address given by such stockholder to the
corporation for the purpose of notice. Notice of any meeting of stockholders
shall be sent to each stockholder entitled thereto not less than 10 nor more
than 60 days prior to such meeting.
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Such notice shall state the place, date and hour of the meeting and shall also
state (i) in the case of a special meeting, the general nature of the business
to be transacted and that no other business may be transacted, (ii) in the case
of an annual meeting, those matters which the Board of Directors intends at the
time of the mailing of the notice to present for stockholder action and that any
other proper matter may be presented for stockholder action to the meeting, and
(iii) in the case of any meeting at which Directors are to be elected, the names
of the nominees which the management intends at the time of the mailing of the
notice to present for election.
SECTION 4. QUORUM. Except as otherwise provided by law, the presence of
the holders of a majority of the stock issued and outstanding present in person
or represented by proxy and entitled to vote is requisite and shall constitute a
quorum for the transaction of business at all meetings of the stockholders, and
the vote of a majority of such stock present and voting at a duly held meeting
at which there is a quorum present shall decide any question brought before such
meeting.
SECTION 5. VOTING. Unless otherwise provided in the Certificate of
Incorporation, every stockholder shall be entitled to one vote for every share
of stock standing in his name on the books of the corporation, and may vote
either in person or by proxy.
ARTICLE II
DIRECTORS
SECTION 1. NUMBER, TERM. The property, business and affairs of the
corporation shall be managed and all corporate power shall be exercised by or
under the direction of the Board of Directors as from time to time constituted.
The number of Directors of this corporation shall be not less than 10 nor more
than l7, the exact number within the limits so specified to be fixed from time
to time by a By-Law adopted by the stockholders or by the Board of Directors.
Until some other number is so fixed, the number of Directors shall be 16. The
term of office of each Director shall be from the time of his election until the
annual meeting next succeeding his election and until his successor shall have
been duly elected, or until his death, resignation or lawful removal pursuant to
the provisions of the General Corporation Law of Delaware.
SECTION 2. POWERS. In addition to the powers expressly conferred by these
By-Laws, the Board of Directors may exercise all corporate powers and do such
lawful acts and things as are
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not by statute or by the Certificate of Incorporation or by these By-Laws
required to be exercised or approved by the stockholders.
SECTION 3. COMPENSATION. Directors and Advisory Directors (as provided in
Section 12 of this Article) as such may receive such compensation, if any, as
the Board of Directors by resolution may direct, including salary or a fixed sum
plus expenses, if any, for attendance at meetings of the Board of Directors or
of its committees.
SECTION 4. ORGANIZATIONAL MEETING. An organizational meeting of the Board
of Directors shall be held each year on the day of the annual meeting of
stockholders of the corporation for the purpose of electing officers, the
members of the Formal Committees provided in Section 11 of this Article and the
Advisory Directors provided in Section 12 of this Article, and for the
transaction of any other business. Said organizational meeting shall be held
without any notice other than this By-Law.
SECTION 5. PLACE OF MEETINGS. The Board of Directors shall hold its
meetings at the main office of the corporation or at such other place as may
from time to time be designated by the Board of Directors or by the chief
executive officer.
SECTION 6. REGULAR MEETINGS. Regular meetings of the Board of Directors
will be held on the third Tuesday of each month (except for the months of August
and December) at the later of the following times: (i) 10:30 a.m. or (ii)
immediately following the adjournment of any regular meeting of the Board of
Directors of Wells Fargo Bank, National Association, held on the same day. If
the day of any regular meeting shall fall upon a bank holiday, the meeting shall
be held at the same hour on the first day following which is not a bank holiday.
No call or notice of a regular meeting need be given unless the meeting is to be
held at a place other than the main office of the corporation.
SECTION 7. SPECIAL MEETINGS. Special meetings shall be held when called
by the chief executive officer or at the written request of four Directors.
SECTION 8. QUORUM; ADJOURNED MEETINGS. A majority of the authorized
number of Directors shall constitute a quorum for the transaction of business.
A majority of the Directors present, whether or not a quorum, may adjourn any
meeting to another time and place, provided that, if the meeting is adjourned
for more than 30 days, notice of the adjournment shall be given in accordance
with these By-Laws.
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SECTION 9. NOTICE, WAIVERS OF NOTICE. Notice of special meetings and
notice of regular meetings held at a place other than the head office of the
corporation shall be given to each Director, and notice of the adjournment of a
meeting adjourned for more than 30 days shall be given prior to the adjourned
meeting to all Directors not present at the time of the adjournment. No such
notice need specify the purpose of the meeting. Such notice shall be given four
days prior to the meeting if given by mail or on the day preceding the day of
the meeting if delivered personally or by telephone, facsimile, telex or
telegram. Such notice shall be addressed or delivered to each Director at such
Director's address as shown upon the records of the corporation or as may have
been given to the corporation by the Director for the purposes of notice.
Notice need not be given to any Director who signs a waiver of notice (whether
before or after the meeting) or who attends the meeting without protesting the
lack of notice prior to its commencement. All such waivers shall be filed with
and made a part of the minutes of the meeting.
SECTION 10. TELEPHONIC MEETINGS. A meeting of the Board of Directors or
of any Committee thereof may be held through the use of conference telephone or
similar communications equipment, so long as all members participating in such
meeting can hear one another. Participation in such a meeting shall constitute
presence at such meeting.
SECTION 11. WRITTEN CONSENTS. Any action required or permitted to be
taken by the Board of Directors may be taken without a meeting, if all members
of the Board of Directors shall individually or collectively consent in writing
to such action. Such written consent or consents shall be filed with the
minutes of the proceedings of the Board of Directors. Such action by written
consent shall have the same force and effect as the unanimous vote of the
Directors.
SECTION 12. RESIGNATIONS. Any Director may resign his position as such at
any time by giving written notice to the Chairman of the Board, the President,
the Secretary or the Board of Directors. Such resignation shall take effect as
of the time such notice is given or as of any later time specified therein and
the acceptance thereof shall not be necessary to make it effective.
SECTION 13. VACANCIES. Vacancies in the membership of the Board of
Directors shall be deemed to exist (i) in case of the death, resignation or
removal of any Director, (ii) if the authorized number of Directors is
increased, or (iii) if the stockholders fail, at a meeting of stockholders at
which Directors are elected, to elect the full authorized number of
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Directors to be elected at that meeting. Vacancies in the membership of the
Board of Directors may be filled by a majority of the remaining Directors,
though less than a quorum, or by a sole remaining Director, and each Director so
elected shall hold office until his successor is elected at an annual or a
special meeting of the stockholders. The stockholders may elect a Director at
any time to fill any vacancy not filled by the Directors.
SECTION 14. COMMITTEES OF THE BOARD OF DIRECTORS. By resolution adopted
by a majority of the authorized number of Directors, the Board of Directors may
designate one or more Committees to act as or on behalf of the Board of
Directors. Each such Committee shall consist of one or more Directors
designated by the Board of Directors to serve on such Committee at the pleasure
of the Board of Directors. The Board of Directors may designate one or more
Directors as alternate members of any Committee, which alternate members may
replace any absent member at any meeting of such Committee. In the absence or
disqualification of a member of a Committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any Committee, to the extent provided in the resolution of the Board of
Directors, these By-Laws or the Certificate of Incorporation, may have all the
authority of the Board of Directors, except with respect to: (i) amending the
Certificate of Incorporation (except that a Committee may, to the extent
authorized in the resolution or resolutions providing for the issuance of shares
of stock adopted by the Board of Directors as provided in Section 151(a) of the
General Corporation Law of Delaware, fix any of the preferences or rights of
such shares relating to dividends, redemption, dissolution, any distribution of
assets of the corporation or the conversion into, or the exchange of such shares
for, shares of any other class or classes or any other series of the same or any
other class or classes of stock of the corporation or fix the number of shares
of any series of stock or authorize the increase or decrease of the shares of
any series), (ii) adopting an agreement of merger or consolidation under Section
251 or 252 of the General Corporation Law of Delaware, (iii) recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, (iv) recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or (v) amending
these By-Laws.
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Included among the Committees shall be the following:
(a) EXECUTIVE COMMITTEE. There shall be an Executive Committee consisting
of the Chairman of the Board, presiding, and not less than seven additional
Directors, who shall be elected by the Board of Directors at its organizational
meeting or otherwise. Subject to such limitations as may from time to time be
imposed by the Board of Directors or as are imposed by these By-Laws, the
Executive Committee shall have the fullest authority to act for and on behalf of
the corporation, and it shall have all of the powers of the Board of Directors
which, under the law, it is possible for a Board of Directors to delegate to
such a committee, including the supervision of the general management, direction
and superintendence of the business and affairs of the corporation and the power
to declare a dividend, to authorize the issuance of stock or to adopt a
certificate of ownership and merger pursuant to Section 253 of the General
Corporation Law of Delaware.
(b) COMMITTEE ON EXAMINATIONS AND AUDITS. There shall be a Committee on
Examinations and Audits consisting of not less than three Directors who are not
officers of the corporation and who shall be elected by the Board of Directors
at its organizational meeting or otherwise. It shall be the duty of this
Committee (i) to make, or cause to be made, in accordance with the procedures
from time to time approved by the Board of Directors, internal examinations and
audits of the affairs of the corporation and the affairs of any subsidiary which
by resolution of its board of directors has authorized the Committee on
Examinations and Audits to act hereunder, (ii) to make recommendations to the
Board of Directors of the corporation and of each such subsidiary with respect
to the selection of and scope of work for the independent auditors for the
corporation and for each subsidiary, (iii) to review, or cause to be reviewed in
accordance with procedures from time to time approved by the Board of Directors,
all reports of internal examinations and audits, all audit-related reports made
by the independent auditors for the corporation and each such subsidiary and all
reports of examination of the corporation and of any subsidiary made by
regulatory authorities, (iv) from time to time, to review and discuss with the
management, and independently with the General Auditor, the Risk Control Officer
and the independent auditors, the accounting and reporting principles, policies
and practices employed by the corporation and its subsidiaries and the adequacy
of their accounting, financial, operating and administrative controls, including
the review and approval of any policy statements relating thereto, and (v) to
perform such other duties as the Board of Directors may from time to time assign
to it. The Committee on Examinations and Audits shall submit reports of its
findings,
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conclusions and recommendations, if any, to the Board of Directors.
(c) MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE. There shall be a
Management Development and Compensation Committee consisting of not less than
six directors, who shall be elected by the Board of Directors at its
organizational meeting or otherwise and none of whom shall be eligible to
participate in either the Wells Fargo & Company Stock Appreciation Rights Plan,
the Wells Fargo & Company Stock Option Plan the Wells Fargo & Company Employee
Stock Purchase Plan or any similar employee stock plan (or shall have been so
eligible within the year next preceding the date of becoming a member of the
Management Development and Compensation Committee). It shall be the duty of the
Management Development and Compensation Committee, and it shall have authority,
(i) to advise the Chief Executive Officer concerning the corporation's salary
policies, (ii) to administer such compensation programs as from time to time are
delegated to it by the Board of Directors, (iii) to accept or reject the
recommendations of the Chief Executive Officer with respect to all salaries in
excess of such dollar amount or of officers of such grade or grades as the Board
of Directors may from time to time by resolution determine to be appropriate and
(iv) upon the request of any subsidiary which by resolution of its board of
directors has authorized the Management Development and Compensation Committee
to act hereunder, to advise its chief executive officer concerning such
subsidiary's salary policies and compensation programs.
(d) NOMINATING COMMITTEE. There shall be a Nominating Committee
consisting of not less than three Directors, who shall be elected by the Board
of Directors at its organizational meeting or otherwise. It shall be the duty
of the Nominating Committee, annually and in the event of vacancies on the Board
of Directors, to nominate candidates for election to the Board of Directors.
Each Committee member shall serve until the organizational meeting of the
Board of Directors held on the day of the annual meeting of stockholders in the
year next following his or her election and until his or her successor shall
have been elected, but any such member may be removed at any time by the Board
of Directors. Vacancies in any of said committees, however created, shall be
filled by the Board of Directors. A majority of the members of any such
committee shall be necessary to constitute a quorum and sufficient for the
transaction of business, and any act of a majority present at a meeting of any
such committee at which there is a quorum present shall be the act of such
committee. Subject to these By-Laws and the authority of the Board of
Directors, each committee shall have the power to
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determine the form of its organization. The provisions of these By-Laws
governing the calling, notice and place of special meetings of the Board of
Directors shall apply to all meetings of any Committee unless such committee
fixes a time and place for regular meetings, in which case notice for such
meeting shall be unnecessary. The provisions of these By-Laws regarding actions
taken by the Board of Directors, however called or noticed, shall apply to all
meetings of any Committee. Each committee shall cause to be kept a full and
complete record of its proceedings, which shall be available for inspection by
any Director. There shall be presented at each meeting of the Board of
Directors a summary of the minutes of all proceedings of each committee since
the preceding meeting of the Board of Directors.
ARTICLE III
OFFICERS
SECTION 1. ELECTION OF EXECUTIVE OFFICERS. The corporation shall have (i)
a Chairman of the Board, (ii) a President, (iii) a Secretary and (iv) a Chief
Financial Officer. The Corporation also may have a Vice Chairman of the Board,
one or more Vice Chairmen, one or more Executive Vice Presidents, one or more
Senior Vice Presidents, one or more Vice Presidents, a Controller, a Treasurer,
one or more Assistant Vice Presidents, one or more Assistant Treasurers, one or
more Assistant Secretaries, a General Auditor, a Risk Control Officer, and such
other officers as the Board of Directors, or the Chief Executive Officer or any
officer or committee whom he may authorize to perform this duty, may from time
to time deem necessary or expedient for the proper conduct of business by the
corporation. The Chairman of the Board, the Vice Chairman of the Board, if any,
and the President shall be elected from among the members of the Board of
Directors. The following offices shall be filled only pursuant to election by
the Board of Directors: Chairman of the Board, Vice Chairman of the Board,
President, Vice Chairman, Executive Vice President, Senior Vice President,
Secretary, Controller, Treasurer, General Auditor and Risk Control Officer.
Other officers may be appointed by the Chief Executive Officer or by any officer
or committee whom he may authorize to perform this duty. All officers shall
hold office at will, at the pleasure of the Board of Directors, the Chief
Executive Officer, the officer or committee having the authority to appoint such
officers, and the officer or committee authorized by the Chief Executive Officer
to remove such officers, and may be removed at any time, with or without notice
and with or without cause. No authorization by the Chief Executive Officer to
perform such duty of appointment or removal shall be effective unless done in
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writing and signed by the Chief Executive Officer. Two or more offices may be
held by the same person.
SECTION 2. CHAIRMAN OF THE BOARD. The Chairman of the Board shall, when
present, preside at all meetings of the stockholders and of the Board of
Directors and shall be the Chief Executive Officer of the corporation. As Chief
Executive Officer, he shall (i) exercise, and be responsible to the Board of
Directors for, the general supervision of the property, affairs and business of
the corporation, (ii) report at each meeting of the Board of Directors upon all
matters within his knowledge which the interests of the corporation may require
to be brought to its notice, (iii) prescribe, or to the extent he may deem
appropriate designate an officer or committee to prescribe, the duties,
authority and signing power of all other officers and employees of the
corporation and (iv) exercise, subject to these By-Laws, such other powers and
perform such other duties as may from time to time be prescribed by the Board of
Directors.
SECTION 3. VICE CHAIRMAN OF THE BOARD. The Vice Chairman of the Board
shall, subject to these By-Laws, exercise such powers and perform such duties as
may from time to time be prescribed by the Board of Directors. In the absence
of the Chairman of the Board and the President, the Vice Chairman of the Board
shall preside over the meetings of the stockholders and the Board of Directors.
SECTION 4. PRESIDENT. The President shall, subject to these By-Laws,
exercise such powers and perform such duties as may from time to time be
prescribed by the Board of Directors. In the absence of the Chairman of the
Board, the President shall preside over the meetings of the stockholders and the
Board of Directors.
SECTION 5. ABSENCE OR DISABILITY OF CHIEF EXECUTIVE OFFICER. In the
absence or disability of the Chairman of the Board, the President shall act as
Chief Executive Officer. In the absence or the disability of both the Chairman
of the Board and the President, the Vice Chairman of the Board shall act as
Chief Executive Officer. In the absence of the Chairman of the Board, the
President and the Vice Chairman of the Board, the officer designated by the
Board of Directors, or if there be no such designation the officer designated by
the Chairman of the Board, shall act as Chief Executive Officer. The Chairman
of the Board shall at all times have on file with the Secretary his written
designation of the officer from time to time so designated by him to act as
Chief Executive Officer in his absence or disability and in the absence or
disability of the President and the Vice Chairman of the Board.
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SECTION 6. EXECUTIVE VICE PRESIDENTS; SENIOR VICE PRESIDENTS; VICE
PRESIDENTS. The Executive Vice Presidents, the Senior Vice Presidents and the
Vice Presidents shall have all such powers and duties as may be prescribed by
the Board of Directors or by the Chief Executive Officer.
SECTION 7. SECRETARY. The Secretary shall keep a full and accurate record
of all meetings of the stockholders and of the Board of Directors, and shall
have the custody of all books and papers belonging to the corporation which are
located in its principal office. He shall give, or cause to be given, notice of
all meetings of the stockholders and of the Board of Directors, and all other
notices required by law or by these By-Laws. He shall be the custodian of the
corporate seal or seals. In general, he shall perform all duties ordinarily
incident to the office of a secretary of a corporation, and such other duties as
from time to time may be assigned to him by the Board of Directors or the Chief
Executive Officer.
SECTION 8. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall
have charge of and be responsible for all funds, securities, receipts and
disbursements of the corporation, and shall deposit, or cause to be deposited,
in the name of the corporation all moneys or other valuable effects in such
banks, trust companies, or other depositories as shall from time to time be
selected by the Board of Directors. He shall render to the Chief Executive
Officer and the Board of Directors, whenever requested, an account of the
financial condition of the corporation. In general, he shall perform all duties
ordinarily incident to the office of a chief financial officer of a corporation,
and such other duties as may be assigned to him by the Board of Directors or the
Chief Executive Officer.
SECTION 9. GENERAL AUDITOR. The General Auditor shall be responsible to
the Board of Directors for evaluating the ongoing operation, and the adequacy,
effectiveness and efficiency, of the system of control within the corporation
and of each subsidiary which has authorized the Committee on Examinations and
Audits to act under Section 14(b) of Article II of these By-Laws. He shall
make, or cause to be made, such internal audits and reports of the corporation
and each such subsidiary as may be required by the Board of Directors or by the
Committee on Examinations and Audits. He shall coordinate the auditing work
performed for the corporation and its subsidiaries by public accounting firms
and, in connection therewith, he shall determine whether the internal auditing
functions being performed within the subsidiaries are adequate. He shall also
perform such other duties as the Chief Executive Officer may prescribe, and
shall report to the Chief Executive Officer on all matters concerning the safety
of the
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operations of the corporation and of any subsidiary which he deems advisable or
which the Chief Executive Officer may request. Additionally, the General
Auditor shall have the duty of reporting independently of all officers of the
corporation to the Committee on Examinations and Audits at least quarterly on
all matters concerning the safety of the operations of the corporation and its
subsidiaries which should be brought in such manner through such committee to
the attention of the Board of Directors. Should the General Auditor deem any
matter to be of especial immediate importance, he shall report thereon forthwith
through the Committee on Examinations and Audits to the Board of Directors.
SECTION 10. RISK CONTROL OFFICER. The Risk Control Officer shall report
to the Board of Directors through its Committee on Examinations and Audits. The
Risk Control Officer shall be responsible for directing a number of control
related activities principally affecting the Company's credit function and shall
have such other duties and responsibilities as shall be prescribed from time to
time by the chief executive officer and the Committee on Examinations and
Audits. Should the Risk Control Officer deem any matter to be of special
importance, the Risk Control Officer shall report thereon forthwith through the
Committee to the Board of Directors.
ARTICLE IV
INDEMNIFICATION
SECTION 1. ACTION, ETC. OTHER THAN BY OR IN THE RIGHT OF THE CORPORATION.
The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding or investigation, whether civil, criminal or administrative,
and whether external or internal to the corporation (other than a judicial
action or suit brought by or in the right of the corporation), by reason of the
fact that he or she is or was an Agent (as hereinafter defined) against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by the Agent in connection with such action,
suit or proceeding, or any appeal therein, if the Agent acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such conduct was unlawful. The
termination of any action, suit or proceeding -- whether by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent --
shall not, of itself, create a presumption that the Agent did not act in good
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faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, that the Agent had reasonable cause to believe
that his or her conduct was unlawful. For purposes of this Article, an "Agent"
shall be: (i) any director, officer or employee of the corporation; (ii) any
person who, being or having been such a director, officer or employee, is or was
serving on behalf of the corporation at the request of an authorized officer of
the corporation as a director, officer, employee, trustee or agent of another
corporation, partnership, joint venture, trust or other enterprise; or (iii) any
person who is or was serving on behalf of the corporation at the request of the
Chairman of the Board or the President of the corporation as a director,
officer, employee, trustee or agent of another corporation, partnership, joint
venture, trust or other enterprise.
SECTION 2. ACTION, ETC. BY OR IN THE RIGHT OF THE CORPORATION. The
corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed judicial action or suit
brought by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that such person is or was an Agent (as defined above)
against expenses (including attorneys' fees) and amounts paid in settlement
actually and reasonably incurred by such person in connection with the defense,
settlement or appeal of such action or suit if he or she acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent the Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnify for such expenses which the Court of Chancery or such
other court shall deem proper.
SECTION 3. DETERMINATION OF RIGHT OF INDEMNIFICATION OR CONTRIBUTION.
Unless otherwise ordered by a court, any indemnification under Section 1 or 2,
and any contribution under Section 6, of this Article shall be made by the
corporation to an Agent unless a determination is reasonably and promptly made,
either (i) by the Board of Directors acting by a majority vote of a quorum
consisting of Directors who were not party to such action, suit or proceeding,
or (ii) if such a quorum is not obtainable, or if obtainable and such quorum so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders, that such Agent acted in bad faith and in a manner
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that such Agent did not believe to be in or not opposed to the best interests of
the corporation or, with respect to any criminal proceeding, that such Agent
believed or had reasonable cause to believe that his or her conduct was
unlawful.
SECTION 4. ADVANCES OF EXPENSES. Except as limited by Section 5 of this
Article, costs, charges and expenses (including attorneys' fees) incurred by an
Agent in defense of any action, suit, proceeding or investigation of the nature
referred to in Section 1 or 2 of this Article or any appeal therefrom shall be
paid by the corporation in advance of the final disposition of such matter;
provided, however, that if the General Corporation Law of Delaware then so
requires, such payment shall be made only if the Agent shall undertake to
reimburse the corporation for such payment in the event that it is ultimately
determined, as provided herein, that such person is not entitled to
indemnification.
SECTION 5. RIGHT OF AGENT TO INDEMNIFICATION OR ADVANCE UPON APPLICATION;
PROCEDURE UPON APPLICATION. Any indemnification under Section 1 or 2, or
advance under Section 4, of this Article shall be made promptly and in any event
within 90 days, upon the written request of the Agent, unless with respect to an
application under said Sections 1 or 2 an adverse determination is reasonably
and promptly made pursuant to Section 3 of this Article or unless with respect
to an application under said Section 4 an adverse determination is made pursuant
to said Section 4. The right to indemnification or advances as granted by this
Article shall be enforceable by the Agent in any court of competent jurisdiction
if the Board of Directors or independent legal counsel improperly denies the
claim, in whole or in part, or if no disposition of such claim is made within 90
days. It shall be a defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending any action, suit or
proceeding in advance of its final disposition where any required undertaking
has been tendered to the corporation) that the Agent has not met the standards
of conduct which would require the corporation to indemnify or advance the
amount claimed, but the burden of proving such defense shall be on the
corporation. Neither the failure of the corporation (including the Board of
Directors, independent legal counsel and the stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the Agent is proper in the circumstances because he or she has met the
applicable standard of conduct, nor an actual determination by the corporation
(including the Board of Directors, independent legal counsel and the
stockholders) that the Agent had not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the Agent had not
met the applicable standard of conduct. The Agent's costs and expenses
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incurred in connection with successfully establishing his or her right to
indemnification, in whole or in part, in any such proceeding shall also be
indemnified by the corporation.
SECTION 6. CONTRIBUTION. In the event that the indemnification provided
for in this Article is held by a court of competent jurisdiction to be
unavailable to an Agent in whole or in part, then in respect of any threatened,
pending or completed action, suit or proceeding in which the corporation is
jointly liable with the Agent (or would be if joined in such action, suit or
proceeding), to the extent permitted by the General Corporation Law of Delaware
the corporation shall contribute to the amount of expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred and paid or payable by the Agent in such proportion as is appropriate
to reflect (i) the relative benefits received by the corporation on the one hand
and the Agent on the other from the transaction from which such action, suit or
proceeding arose and (ii) the relative fault of the corporation on the one hand
and of the Agent on the other in connection with the events which resulted in
such expenses, judgments, fines or settlement amounts, as well as any other
relevant equitable considerations. The relative fault of the corporation on the
one hand and of the Agent on the other shall be determined by reference to,
among other things, the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent the circumstances resulting in
such expenses, judgments, fines or settlement amounts.
SECTION 7. OTHER RIGHTS AND REMEDIES. Indemnification under this Article
shall be provided regardless of when the events alleged to underlie any action,
suit or proceeding may have occurred, shall continue as to a person who has
ceased to be an Agent and shall inure to the benefit of the heirs, executors and
administrators of such a person. All rights to indemnification and advancement
of expenses under this Article shall be deemed to be provided by a contract
between the corporation and the Agent who serves as such at any time while these
By-Laws and other relevant provisions of the General Corporation Law of Delaware
and other applicable law, if any, are in effect. Any repeal or modification
thereof shall not affect any rights or obligations then existing.
SECTION 8. INSURANCE. Upon resolution passed by the Board of Directors,
the corporation may purchase and maintain insurance on behalf of any person who
is or was an Agent against any liability asserted against such person and
incurred by him or her in any such capacity, or arising out of his or her status
as such, regardless of whether the corporation would have the power to indemnify
such person against such liability under the
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provisions of this Article. The corporation may create a trust fund, grant a
security interest or use other means, including without limitation a letter of
credit, to ensure the payment of such sums as may become necessary to effect
indemnification as provided herein.
SECTION 9. CONSTITUENT CORPORATIONS. For the purposes of this Article,
references to "the corporation" include all constituent corporations (including
any constituent of a constituent) absorbed in a consolidation or merger as well
as the resulting or surviving corporation, so that any person who is or was a
director, officer or employee of such a constituent corporation or who, being or
having been such a director, officer or employee, is or was serving at the
request of such constituent corporation as a director, officer, employee or
trustee of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of this
Article with respect to the resulting or surviving corporation as such person
would if he or she had served the resulting or surviving corporation in the same
capacity.
SECTION 10. OTHER ENTERPRISES, FINES, AND SERVING AT CORPORATION'S
REQUEST. For purposes of this Article, references to "other enterprise" in
Sections 1 and 9 shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the corporation"
shall include any service by an Agent as director, officer, employee, trustee or
agent of the corporation which imposes duties on, or involves services by, such
Agent with respect to any employee benefit plan, its participants, or
beneficiaries. A person who acted in good faith and in a manner he or she
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interest of the corporation" for purposes of this Article.
SECTION 11. SAVINGS CLAUSE. If this Article or any portion hereof shall
be invalidated on any ground by any court of competent jurisdiction, then the
corporation shall nevertheless indemnify each Agent as to expenses (including
attorneys' fees, judgments, fines and amounts paid in settlement with respect to
any action, suit, appeal, proceeding or investigation, whether civil, criminal
or administrative, and whether internal or external, including a grand jury
proceeding and an action or suit brought by or in the right of the corporation,
to the full extent permitted by the applicable portion of this Article that
shall not have been invalidated, or by any other applicable law.
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SECTION 12. ACTIONS INITIATED BY AGENT. Anything to the contrary in this
Article notwithstanding, the corporation shall indemnify any Agent in connection
with an action, suit or proceeding initiated by such Agent (other than actions,
suits, or proceedings commenced pursuant to Section 5 of this Article) only if
such action, suit or proceeding was authorized by the Board of Directors.
SECTION 13. STATUTORY AND OTHER INDEMNIFICATION. Notwithstanding any
other provision of this Article, the corporation shall indemnify any Agent and
advance expenses incurred by such Agent in any action, suit or proceeding of the
nature referred to in Section 1 or 2 of this Article to the fullest extent
permitted by the General Corporation Law of Delaware, as the same may be amended
from time to time, except that no amount shall be paid pursuant to this Article:
(i) in the event of an adverse determination pursuant to Section 3 of this
Article; (ii) in respect of remuneration to the extent that it shall be
determined to have been paid in violation of law; (iii) in respect of amounts
owing under Section 16(b) of the Securities Exchange Act of 1934; or (iv) in
contravention of any federal law or applicable regulation of any federal bank
regulatory agency. The rights to indemnification and advancement of expenses
provided by any provision of this Article, including without limitation those
rights conferred by the preceding sentence, shall not be deemed exclusive of,
and shall not affect, any other rights to which an Agent seeking indemnification
or advancement of expenses may be entitled under any provision of any law,
certificate of incorporation, by-law, agreement or by any vote of stockholders
or disinterested directors or otherwise, both as to action in his or her
official capacity and as to action in another capacity while serving as an
Agent. The corporation may also provide indemnification and advancement of
expenses to other persons or entities to the extent deemed appropriate.
ARTICLE V
MISCELLANEOUS
SECTION 1. FISCAL YEAR. The fiscal year of the corporation shall be the
calendar year.
SECTION 2. STOCK CERTIFICATES. Each stockholder shall be entitled to a
certificate representing the number of shares of the stock of the corporation
owned by such stockholder and the class or series of such shares. Each
certificate shall be signed in the name of the corporation by (i) the Chairman
of the Board, the Vice Chairman of the Board, the President, an Executive Vice
President, a Senior Vice President, or a Vice President, and (ii)
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the Treasurer, an Assistant Treasurer, the Secretary, or an Assistant Secretary.
Any of the signatures on the certificate may be facsimile. Prior to due
presentment for registration of transfer in the stock transfer book of the
corporation, the registered owner for any share of stock of the corporation
shall be treated as the person exclusively entitled to vote, to receive notice,
and to exercise all other rights and receive all other entitlements of a
stockholder with respect to such share, except as may be provided otherwise by
law.
SECTION 3. EXECUTION OF WRITTEN INSTRUMENTS. All written instruments
shall be binding upon the corporation if signed on its behalf by (i) any two of
the following officers: the Chairman of the Board, the President, the Vice
Chairman of the Board, the Vice Chairmen or the Executive Vice Presidents; or
(ii) any one of the foregoing officers signing jointly with any Senior Vice
President. Whenever any other officer or person shall be authorized to execute
any agreement, document or instrument by resolution of the Board of Directors,
or by the Chief Executive Officer, or by any two of the officers identified in
the immediately preceding sentence, such execution by such other officer or
person shall be equally binding upon the corporation.
SECTION 4. SUBSIDIARY. As used in these By-Laws the term "subsidiary" or
"subsidiaries" means any corporation 25 percent or more of whose voting shares
is directly or indirectly owned or controlled by the corporation, or any other
affiliate of the corporation designated in writing as a subsidiary of the
corporation by the Chief Executive Officer of the corporation. All such written
designations shall be filed with the Secretary of the corporation.
SECTION 5. AMENDMENTS. These By-Laws may be altered, amended or repealed
by a vote of the stockholders entitled to exercise a majority of the voting
power of the corporation, by written consent of such stockholders or by the
Board of Directors.
SECTION 6. ANNUAL REPORT. The Board of Directors shall cause an annual
report to be sent to the stockholders not later than 120 days after the close of
the fiscal year and at least 15 days prior to the annual meeting of stockholders
to be held during the ensuing fiscal year.
SECTION 7. CONSTRUCTION. Unless the context clearly requires it, nothing
in these By-Laws shall be construed as a limitation on any powers or rights of
the corporation, its Directors or its officers provided by the General
Corporation Law of Delaware. Unless the context otherwise requires, the General
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Corporation Law of Delaware shall govern the construction of these By-Laws.
SECTION 8. LOANS TO OFFICERS. The corporation may lend money to, or
guarantee any obligation of, or otherwise assist any officer or other employee
of the corporation or of its subsidiary, including any officer or employee who
is a director of the corporation or its subsidiary, whenever, in the judgment of
the Board of Directors or any committee thereof, such loan, guaranty or
assistance may reasonably be expected to benefit the corporation. The loan,
guaranty or other assistance may be with or without interest, and may be
unsecured, or secured in such manner as the Board of Directors or such committee
shall approve, including, without limitation, a pledge of shares of stock of the
corporation. This Section shall not be deemed to deny, limit or restrict the
powers of guaranty or warranty of the corporation at common law or under any
statute.
SECTION 9. NOTICES; WAIVERS. Whenever, under any provision of the General
Corporation Law of Delaware, the Certificate of Incorporation or these By-Laws,
notice is required to be given to any director or stockholder, such provision
shall not be construed to mean personal notice, but such notice may be given in
writing, by mail, addressed to such Director or stockholder, at his address as
it appears on the records of the corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may also be given by
facsimile, telex or telegram. A waiver in writing of any such required notice,
signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent thereto.
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EXHIBIT 99
FOR IMMEDIATE RELEASE Kim Kellogg/Mark Marymee
Tues., May 19, 1998
ROD JACOBS ELECTED PRESIDENT AND DIRECTOR OF WELLS FARGO & CO.
Ross Kari named new CFO
Rod Jacobs, 57, vice chairman and chief financial officer of Wells Fargo,
has been elected president of both Wells Fargo & Company and its primary
subsidiary, Wells Fargo Bank, N.A., by the company's board of directors.
Jacobs will continue to report to Chairman and Chief Executive Officer Paul
Hazen. He will also join Hazen as the only other member of the bank's senior
management to serve on Wells Fargo's 16-member board of directors.
Wells Fargo's Office of the Chairman, formed in 1997 to help set strategic
direction for the company, will remain intact and will continue to report
directly to Hazen. The Office of the Chairman consists of Jacobs and vice
chairmen Terri Dial, head of Consumer and Small Business Banking; Charles M.
Johnson, head of Wholesale Banking; and Clyde Ostler, head of Investment Groups.
The Finance, Operations and Systems groups will continue to report to
Jacobs, as will the administrative divisions, Personnel, Strategic Planning,
Legal, Corporate Properties, Corporate Communications and Corporate/Community
Development.
Ross Kari, 39, executive vice president and head of the company's Finance
Group, has been elected to replace Jacobs as chief financial officer. He will
continue to manage all of the company's finance and treasury functions.
Hazen cited Jacobs' increasingly expanded role in managing key business
initiatives of the company during the last year and his depth of systems and
operations knowledge as pivotal attributes for his role as president.
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"In today's competitive financial services arena, systems and operations
will drive our ability to provide excellent customer service and to develop new
and innovative products," Hazen said. "Rod's extensive work experience and his
academic background make him particularly well-suited to lead these critical
functions. In addition, he has high credibility with our investors and he has
proven to be an outstanding manager of people."
The position of president of Wells Fargo & Company was last held by William
F. Zuendt, who retired in June 1997. At that time, Jacobs assumed many of the
responsibilities that Zuendt had, including the systems and operations
functions.
Ross Kari has most recently worked as head of the Finance Group. He is a
15-year employee of the bank.
"Ross has been an outstanding contributor for a number of years," Hazen
said. "He has worked closely with Rod in the past and will continue to do so to
ensure a smooth transition into the position of CFO," said Hazen.
Kari has a background that combines extensive experience in finance and
planning with hands-on experience running consumer businesses: he headed the
bank's Telephone Banking Centers and ATM network from 1992 through 1994. It was
during this time that the bank introduced ATM stamps and bill payment service.
BACKGROUND ON JACOBS AND KARI
Jacobs joined Wells Fargo Bank in 1979 as a financial analyst in the
Management Sciences Department in San Francisco. He was elected vice president
in 1981 and in 1983 was named department manager. He was elected senior vice
president in 1984.
In 1986, Jacobs was promoted to head the Financial Planning and Analysis
unit in the bank's Finance Group and was elected executive vice president in
1988. He was elected vice chairman in 1991 and in that role was responsible for
the company's finance and administrative functions.
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Page 3/Wells Fargo/Jacobs
A native of Staunton, Ill., Jacobs graduated from the University of
Illinois, Urbana, in 1962 with a bachelor's degree in Aeronautical Engineering.
The following year he earned a master's degree in Aeronautical Engineering from
the Massachusetts Institute of Technology. Jacobs went on to earn a Ph.D. in
Economics from Stanford University in 1976.
His professional career began in 1963, when he went to work as an engineer
for Lockheed Missiles & Space Company in Sunnyvale, Calif., where he worked
until 1970.
After earning his Ph.D in Economics, Jacobs became an assistant professor
of Economics at the University of California, Los Angeles, where he taught from
1975 to 1979.
Kari, a native of Pendleton, Oregon, joined Wells Fargo in 1983 as an
analyst in the Finance Group. He was elected vice president in 1987. In 1990,
he was elected senior vice president while managing finance and planning for the
bank's retail division.
In October 1992 he assumed responsibility for the bank's Telephone
Banking Centers and ATM network.
He was named general auditor of the bank in January 1995 and was elected
executive vice president in September 1995. In addition to managing the
Internal Audit function, Kari also managed Corporate Security, Corporate
Business Resumption and acted as Wells Fargo's compliance officer. Since 1997,
when he became head of the Finance Group, he has managed the Controller's
Division, Corporate Tax, Treasury and Funding Activities and all Financial
Planning and Reporting activities.
Kari received a bachelor's degree in Mathematics in 1980 and an MBA in
Finance in 1983, both from the University of Oregon.
Wells Fargo Bank, N.A. is the primary subsidiary of Wells Fargo & Co.,
founded in 1852. With operations in Arizona, California, Colorado, Idaho,
Nevada, New Mexico, Oregon, Texas, Utah and Washington, stock of Wells Fargo &
Co. is traded on the New York, Pacific, London and Frankfurt stock exchanges.
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