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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AZURIX CORP.
(Exact name of Registrant as specified in its charter)
DELAWARE 76-589114
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
333 CLAY STREET, SUITE 1000
HOUSTON, TEXAS 77002
(Address of principal executive offices, including zip code)
AZURIX CORP. 1999 STOCK PLAN
(Full title of the plan)
JOHN C. ALE
EXECUTIVE DIRECTOR AND GENERAL COUNSEL
333 CLAY STREET, SUITE 1000
HOUSTON, TEXAS 77002
(Name and address of agent for service)
(713) 345-5263
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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- -------------------------------------------------------------------------------------------------
Title of Amount Proposed maximum Proposed maximum Amount of
securities to be to be offering price aggregate registration
registered registered per share (1) offering price (1) fee
- -------------------------------------------------------------------------------------------------
<S> <C>
Common Stock, 17,500,000 $7.125 $124,687,500 $32,917.50
$.01 par value Shares
- -------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated, solely for purposes of calculating the registration fee, in
accordance with Rule 457(h)(1) on the basis of the price of securities
of the same class, as determined in accordance with Rule 457(c), using
the average of the high and low prices of the Common Stock on the New
York Stock Exchange composite transactions reporting system on December
10, 1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed with the
Securities and Exchange Commission by Azurix Corp., a Delaware
corporation (the "Company"), are incorporated herein by reference and
made a part hereof:
(a) The Prospectus dated June 9, 1999 filed on June 11,
1999 pursuant to Rule 424(b) under the Securities Act
of 1933 in connection with the Company's Registration
Statement on Form S-1 (File No. 333-74379) (the
"Prospectus");
(b) The Company's Quarterly Reports on Form 10-Q for the
quarters ended June 30, 1999 and September 30, 1999;
(c) The Company's Current Reports on Form 8-K dated June
30, 1999, as amended, and November 4, 1999; and
(d) Description of the Common Stock, $.01 par value,
contained on pages 105 through 107 of the Prospectus.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the effective date of this
Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement indicating that all securities
offered hereby have been sold or deregistering all securities then
remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in any document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any
other subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed to
constitute a part of this Registration Statement, except as so modified
or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of Chapter 1 of Title 8 of the Delaware Code
provides that every corporation created under the provisions thereof
shall have the power to indemnify its directors, officers, employees
and agents against certain liabilities.
The Restated Certificate of Incorporation, as amended, of the
Company contains the following provisions relating to indemnification
of directors and officers:
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"ARTICLE XI.
1. Each person who was or is made a party or is threatened to be made a
party to or is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she, or a person of
whom he or she is the legal representative is or was a director or
officer of the Corporation, is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans,
whether the basis of such proceeding is alleged action in an official
capacity as a director, officer, employee or agent or in any other
capacity while serving as a director, officer, employee or agent, shall
be indemnified and held harmless by the Corporation to the fullest
extent authorized by the Delaware General Corporation Law, as the same
exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law
permitted the Corporation to prior to such amendment), against all
expense, liability and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid or to be paid
in settlement) reasonably incurred or suffered by such person in
connection therewith, and such indemnification shall continue as to a
person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that, except as provided in
paragraph 2 of this Article XI, the Corporation shall indemnify any
such person seeking indemnification in connection with a proceeding (or
part thereof) initiated by such person only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Corporation.
The right to indemnification conferred in this Article XI shall be a
contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that, if the
Delaware General Corporation Law requires, the payment of such expenses
incurred by a director or officer in his or her capacity as a director
or officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the
final disposition of the proceeding, shall be made only upon delivery
to the Corporation of an undertaking, by or on behalf of such director
or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be
indemnified under this Article XI or otherwise. The Corporation may, by
action of its Board of Directors, provide indemnification to employees
and agents of the Corporation with the same scope and effect as the
foregoing indemnification of directors and officers.
2. If a claim under paragraph 1 of this Article XI is not paid in full
by the Corporation within thirty days after a written claim has been
received by the Corporation, the claimant may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the
claim and, if successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such claim. It
shall be a defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding in
advance of its final disposition where the required undertaking, if any
is required, has been tendered to the Corporation) that the claimant
has not met the standards of conduct which make it permissible under
the Delaware General Corporation Law for the Corporation to indemnify
the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is
proper in the circumstances because he or she has met the applicable
standard of conduct set forth in the Delaware General Corporation Law,
nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the
claimant has not met such applicable standard of conduct, shall be a
defense to the action or create a presumption that the claimant has not
met the applicable standard of conduct.
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3. The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in
this Article XI shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, provision of
the Restated Certificate of Incorporation, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.
4. The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation,
or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not
the Corporation would have the power to indemnify such person against
such expense, liability or loss under the Delaware General Corporation
Law.
ARTICLE XII.
A director of the Corporation shall not be personally liable
to the Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law, or (iv) for
any transaction from which the director derived an improper personal
benefit."
The Company has purchased liability insurance policies
covering its directors and officers to provide protection where the
Company cannot legally indemnify a director or officer and where a
claim arises under the Employee Retirement Income Security Act of 1974,
as amended, against a director or officer based on an alleged breach of
fiduciary duty or other wrongful act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
*4.1 -- Restated Certificate of Incorporation of Azurix Corp.
(incorporated by reference to Exhibit 3.1 to the Company's
Amendment No. 2 to Registration Statement on Form S-1 (File
No. 333-74739))
4.2 -- Restated Bylaws of Azurix Corp., as amended on December 13,
1999
*4.3 -- Azurix Corp. 1999 Stock Plan, dated February 2, 1999
(incorporated by reference to Exhibit 10.4 to the Company's
Amendment No. 1 to Registration Statement of Form S-1 (File
No. 333-74379))
*4.4 -- First Amendment to Azurix Corp. 1999 Stock Plan, dated October
11, 1999 (incorporated by reference to Exhibit 10.2 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999)
4.5 -- Second Amendment to Azurix Corp. 1999 Stock Plan, dated
December 13, 1999
5 -- Opinion of John C. Ale, Esq., Executive Director and General
Counsel of Azurix Corp., as to the validity of the Common
Stock
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Arthur Andersen
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23.3 -- Consent of PricewaterhouseCoopers
23.4 -- The consent of John C. Ale, Esq., is contained in his opinion
filed as Exhibit 5 hereto.
24 -- Powers of Attorney of certain directors of the Company
- - - - - - - - - - - - - - - - - - -
*Incorporated by reference
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made,a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the "1933
Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement;
provided, however, that paragraphs (1)(i) and 1(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with the Securities and
Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
1933 Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) That, for purposes of determining any liability under the 1933
Act, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on the 13th day of
December, 1999.
AZURIX CORP.
By: /s/ REBECCA MARK-JUSBASCHE
----------------------------------------------
Rebecca Mark-Jusbasche
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated and on the 13th day of December, 1999.
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Signature Title Date
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<S> <C> <C>
/s/ REBECCA MARK-JUSBASCHE Director, Chairman and December 13, 1999
- ------------------------------- Chief
Rebecca Mark-Jusbasche Executive Officer
(Principal Executive
Officer)
/s/ RODNEY L. FALDYN Chief Accounting Officer December 13, 1999
- ------------------------------- (Principal Accounting
Rodney L. Faldyn Officer)
/s/ JOHN H. DUNCAN* Director December 13, 1999
- -------------------------------
John H. Duncan
/s/ KENNETH L. LAY* Director December 13, 1999
- -------------------------------
Kenneth L. Lay
/s/ JEFFREY K. SKILLING* Director December 13, 1999
- -------------------------------
Jeffrey K. Skilling
/s/ JOSEPH W. SUTTON* Director December 13, 1999
- -------------------------------
Joseph W. Sutton
/s/ JOHN WAKEHAM* Director December 13, 1999
- -------------------------------
John Wakeham
/s/ HERBERT S. WINOKUR, JR* Director December 13, 1999
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Herbert S. Winokur, Jr.
*By: /s/ REBECCA MARK-JUSBASCHE
- -------------------------------
Rebecca Mark-Jusbasche
as attorney-in-fact
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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*4.1 -- Restated Certificate of Incorporation of Azurix Corp. (incorporated by
reference to Exhibit 3.1 to the Company's Amendment No. 2 to
Registration Statement on Form S-1 (File No. 333-74739))
4.2 -- Restated Bylaws of Azurix Corp., as amended on December 13, 1999
*4.3 -- Azurix Corp. 1999 Stock Plan, dated February 2, 1999 (incorporated by
reference to Exhibit 10.4 to the Company's Amendment No. 1 to
Registration Statement of Form S-1 (File No. 333-74379))
*4.4 -- First Amendment to Azurix Corp. 1999 Stock Plan, dated October 11, 1999
(incorporated by reference to Exhibit 10.2 to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1999)
4.5 -- Second Amendment to Azurix Corp. 1999 Stock Plan, dated December 13,
1999
5 -- Opinion of John C. Ale, Esq., Executive Director and General Counsel of
Azurix Corp., as to the validity of the Common Stock
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Arthur Andersen
23.3 -- Consent of PricewaterhouseCoopers
23.4 -- The consent of John C. Ale, Esq., is contained in his opinion filed as
Exhibit 5 hereto.
24 -- Powers of Attorney of certain directors of the Company
</TABLE>
*Incorporated by reference
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EXHIBIT 4.2
RESTATED BYLAWS
OF
AZURIX CORP.
A Delaware Corporation
Date of Adoption
November 19, 1998
As Amended
January 29, 1999
November 2, 1999
December 13, 1999
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RESTATED BYLAWS
Table of Contents
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Page
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Article I Offices 1
Section 1. Registered Office..................................................................1
Section 2. Other Offices......................................................................1
Article II Stockholders 1
Section 1. Place of Meetings..................................................................1
Section 2. Quorum; Adjournment of Meetings....................................................1
Section 3. Annual Meetings....................................................................2
Section 4. Special Meetings...................................................................2
Section 5. Record Date........................................................................2
Section 6. Notice of Meetings.................................................................3
Section 7. Stockholder List...................................................................3
Section 8. Proxies............................................................................3
Section 9. Voting; Elections; Inspectors......................................................4
Section 10. Conduct of Meetings................................................................5
Section 11. Treasury Stock.....................................................................5
Section 12. Action Without Meeting.............................................................5
Section 13. Business to be Brought Before the Annual Meeting...................................6
Article III Board of Directors 7
Section 1. Power; Number; Term of Office......................................................7
Section 2. Quorum; Voting.....................................................................7
Section 3. Place of Meetings; Order of Business...............................................7
Section 4. First Meeting......................................................................7
Section 5. Regular Meetings...................................................................8
Section 6. Special Meetings...................................................................8
Section 7. Nomination of Directors............................................................8
Section 8. Removal............................................................................9
Section 9. Vacancies; Increases in the Number of Directors....................................9
Section 10. Compensation.......................................................................9
Section 11. Action Without a Meeting; Telephone Conference Meetings............................9
Section 12. Approval or Ratification of Acts or Contracts by Stockholders.....................10
Article IV Committees 10
Section 1. Executive Committee...............................................................10
Section 2. Audit Committee...................................................................10
Section 3. Other Committees..................................................................11
Section 4. Procedure; Meetings; Quorum.......................................................11
Section 5. Substitution and Removal of Members; Vacancies....................................11
</TABLE>
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Section 6. Limitation on Power and Authority of Committees...................................11
Article V Officers 12
Section 1. Number, Titles and Term of Office.................................................12
Section 2. Powers and Duties of the Chairman of the Board....................................12
Section 3. Powers and Duties of the Chief Executive Officer..................................12
Section 4. Powers and Duties of the President................................................12
Section 5. Powers and Duties of the Executive Directors......................................13
Section 6. Powers and Duties of the Vice Chairmen of the Board...............................13
Section 7. Powers and Duties of the Managing or Regional Directors...........................13
Section 8. Vice Presidents...................................................................13
Section 9. General Counsel...................................................................14
Section 10. Secretary.........................................................................14
Section 11. Deputy Corporate Secretary and Assistant Secretaries..............................14
Section 12. Chief Financial Officer...........................................................14
Section 13. Chief Accounting Officer..........................................................15
Section 14. Controller........................................................................15
Section 15. Treasurer.........................................................................15
Section 16. Assistant Treasurers..............................................................15
Section 17. Action with Respect to Securities of Other Corporations...........................15
Section 18. Delegation........................................................................16
Article VI Capital Stock 16
Section 1. Certificates of Stock.............................................................16
Section 2. Transfer of Shares................................................................16
Section 3. Ownership of Shares...............................................................16
Section 4. Regulations Regarding Certificates................................................17
Section 5. Lost or Destroyed Certificates....................................................17
Article VII Miscellaneous Provisions 17
Section 1. Fiscal Year.......................................................................17
Section 2. Corporate Seal....................................................................17
Section 3. Notice and Waiver of Notice.......................................................17
Section 4. Facsimile Signatures..............................................................18
Section 5. Reliance upon Books, Reports and Records..........................................18
Section 6. Application of Bylaws.............................................................18
Article VIII Amendments 18
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RESTATED BYLAWS
OF
AZURIX CORP.
Article I
Offices
Section 1. Registered Office . The registered office of the Corporation
required by the state of incorporation of the Corporation to be maintained in
the state of incorporation of the Corporation shall be the registered office
named in the original charter documents of the Corporation, or such other office
as may be designated from time to time by the Board of Directors in the manner
provided by law.
Section 2. Other Offices. The Corporation may also have offices at such
other places both within and without the state of incorporation of the
Corporation as the Board of Directors may from time to time determine or the
business of the Corporation may require.
Article II
Stockholders
Section 1. Place of Meetings. All meetings of the stockholders shall be
held at the principal office of the Corporation, or at such other place within
or without the state of incorporation of the Corporation as shall be specified
or fixed in the notices or waivers of notice thereof.
Section 2. Quorum; Adjournment of Meetings. Unless otherwise required
by law or provided in the charter documents of the Corporation or these Bylaws,
(i) the holders of a majority of the voting power attributable to the stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at any meeting of stockholders
for the transaction of business, (ii) in all matters other than election of
directors, the affirmative vote of the holders of a majority of the voting power
attributable to such stock so present or represented at any meeting of
stockholders at which a quorum is present shall constitute the act of the
stockholders, and (iii) where a separate vote by a class or classes is required,
a majority of the voting power attributable to the outstanding shares of such
class or classes, present in person or represented by proxy shall constitute a
quorum entitled to take action with respect to that vote on that matter and the
affirmative vote of the majority of the voting power attributable to the shares
of such class or classes present in person or represented by proxy at the
meeting shall be the act of such class.
Directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy at the meeting and entitled to vote on
the election of directors.
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Notwithstanding the other provisions of the charter documents of the
Corporation or these Bylaws, the chairman of the meeting or the holders of a
majority of the voting power attributable to the issued and outstanding stock,
present in person or represented by proxy and entitled to vote thereat, at any
meeting of stockholders, whether or not a quorum is present, shall have the
power to adjourn such meeting from time to time, without any notice other than
announcement at the meeting of the time and place of the holding of the
adjourned meeting. If the adjournment is for more than thirty (30) days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at such meeting. At such adjourned meeting at which a quorum
shall be present or represented any business may be transacted which might have
been transacted at the meeting as originally called.
Section 3. Annual Meetings. An annual meeting of the stockholders, for
the election of directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before the meeting,
shall be held at such place (within or without the state of incorporation of the
Corporation), on such date, and at such time as the Board of Directors shall fix
and set forth in the notice of the meeting, which date shall be within thirteen
(13) months subsequent to the last annual meeting of stockholders.
Section 4. Special Meetings. Unless otherwise provided in the charter
documents of the Corporation, special meetings of the stockholders for any
purpose or purposes may be called at any time by the Chairman of the Board, by
any Vice Chairman of the Board, by the President, by any Executive Director, by
a majority of the Board of Directors, or by a majority of the Executive
Committee (if any), at such time and at such place as may be stated in the
notice of the meeting. Business transacted at a special meeting shall be
confined to the purpose(s) stated in the notice of such meeting.
Section 5. Record Date. For the purpose of determining stockholders
entitled to notice of or to vote at any meeting of stockholders, or any
adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors of the Corporation may fix a date as
the record date for any such determination of stockholders, which record date
shall not precede the date on which the resolutions fixing the record date are
adopted and which record date, in the case of a meeting of stockholders, shall
not be more than sixty (60) days nor less than ten (10) days before the date of
such meeting of stockholders, nor, in the case of any other action, more than
sixty (60) days prior to any such action.
If the Board of Directors does not fix a record date for any meeting of
the stockholders, the record date for determining stockholders entitled to
notice of or to vote at such meeting shall be at the close of business on the
third business day next preceding the day on which notice is given. If the Board
of Directors does not fix the record date for determining stockholders for any
other purpose, the record date shall be at the close of business on the day on
which the Board of Directors adopts the resolution relating thereto. A
determination of stockholders of record entitled to notice of or to vote at a
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meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.
For the purpose of determining the stockholders entitled to consent to
corporate action in writing without a meeting, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which date shall not be more than ten (10) days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. If the
Board of Directors does not fix the record date, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board of Directors is necessary, shall be
the first date on which a signed written consent setting forth the action taken
or proposed to be taken is delivered to the Corporation at its registered office
in the state of incorporation of the Corporation, at its principal place of
business, or an officer or agent of the Corporation having custody of the book
in which proceedings of meetings of stockholders are recorded. Delivery made to
a corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. If the Board of Directors does not fix the
record date, and prior action by the Board of Directors is necessary, the record
date for determining stockholders entitled to consent to corporate action in
writing without a meeting shall be at the close of business on the day on which
the Board of Directors adopts the resolution taking such prior action.
Section 6. Notice of Meetings. Written notice of the place, date and
hour of all meetings, and, in case of a special meeting, the purpose or purposes
for which the meeting is called, shall be given by or at the direction of the
Chairman of the Board, a Vice Chairman of the Board, the President, an Executive
Director, the Secretary or other person(s) calling the meeting to each
stockholder entitled to vote thereat not less than ten (10) nor more than sixty
(60) days before the date of the meeting. Such notice is given when deposited in
the United States mail, postage prepaid, directed to the stockholder at such
stockholder's address as it appears on the records of the Corporation.
Section 7. Stockholder List. A complete list of stockholders entitled
to vote at any meeting of stockholders, arranged in alphabetical order for each
class of stock and showing the address of each such stockholder and the number
of shares registered in the name of such stockholder, shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten (10) days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or if not so
specified, at the place where the meeting is to be held. The stockholder list
shall also be produced and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any stockholder who is present.
Section 8. Proxies. Each stockholder entitled to vote at a meeting of
stockholders may authorize another person or persons to act for him by proxy.
Proxies for use at any meeting of stockholders shall be filed with the
Secretary, or such other officer as the Board of Directors may from time to time
determine by resolution, before or at the time of the meeting. All proxies shall
be received and taken charge of and all ballots shall be
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received and canvassed by the secretary of the meeting, who shall decide all
questions touching upon the qualification of voters, the validity of the
proxies, and the acceptance or rejection of votes, unless an inspector or
inspectors shall have been duly appointed as provided in Section 9 of Article II
hereof, in which event such inspector or inspectors shall decide all such
questions.
No proxy shall be valid after three (3) years from its date, unless the
proxy provides for a longer period. Each proxy shall be revocable unless
expressly provided therein to be irrevocable and coupled with an interest
sufficient in law to support an irrevocable power.
Should a proxy designate two or more persons to act as proxies, unless
such instrument shall provide the contrary, a majority of such persons present
at any meeting at which their powers thereunder are to be exercised shall have
and may exercise all the powers of voting or giving consents thereby conferred,
or if only one be present, then such powers may be exercised by that one; or, if
an even number attend and a majority do not agree on any particular issue, each
person designated to act as proxy and so attending shall be entitled to exercise
such powers in respect of such portion of the shares as is equal to the
reciprocal of the fraction equal to the number of persons designated to act as
proxies and in attendance divided by the total number of shares represented by
such proxies.
Section 9. Voting; Elections; Inspectors. Unless otherwise required by
law or provided in the charter documents of the Corporation, each stockholder
shall on each matter submitted to a vote at a meeting of stockholders have one
vote for each shares of stock entitled to vote which is registered in his name
on the record date for the meeting. For the purposes hereof, each election to
fill a directorship shall constitute a separate matter. Shares registered in the
name of another corporation, domestic or foreign, or other legal entity may be
voted by such officer, agent or proxy as the bylaws (or comparable instrument)
of such corporation or other legal entity may prescribe, or in the absence of
such provisions, as the Board of Directors (or comparable body) of such
corporation or other legal entity may determine. Shares registered in the name
of a deceased person may be voted by the executor or administrator of such
person's estate, either in person or by proxy.
All voting, except as required by the charter documents of the
Corporation or where otherwise required by law, may be by a voice vote;
provided, however, upon request of the chairman of the meeting or upon demand
therefor by stockholders holding a majority of the issued and outstanding stock
present in person or by proxy at any meeting a stock vote shall be taken. Every
stock vote shall be taken by written ballots, each of which shall state the name
of the stockholder or proxy voting and such other information as may be required
under the procedure established for the meeting. All elections of directors
shall be by written ballots, unless otherwise provided in the charter documents
of the Corporation.
In advance of any meeting of stockholders, the Chairman of the Board,
any Vice Chairman of the Board, the President, any Executive Director or the
Board of Directors shall appoint one or more inspectors, each of whom shall
subscribe an oath or affirmation to execute faithfully the duties of inspector
at such meeting with strict impartiality and according to the best of such
inspector's ability. Such inspector(s) shall receive the
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written ballots, count the votes, make and sign a certificate of the result
thereof and take such further action as may be required of the inspector(s)
under the laws of the state of incorporation of the Corporation. The Chairman of
the Board, any Vice Chairman of the Board, the President, any Executive Director
or the Board of Directors may appoint any person to serve as inspector, except
no candidate for the office of director shall be appointed as an inspector
Unless otherwise provided in the charter documents of the Corporation,
cumulative voting for the election of directors shall be prohibited.
Section 10. Conduct of Meetings. The meetings of the stockholders shall
be presided over by the Chairman of the Board, or if the Chairman of the Board
is not present, by any Vice Chairman of the Board, or if no Vice Chairman is
present, by the President, if the President is not present, by any Executive
Director, or if none of the Chairman of the Board, Vice Chairmen of the Board,
the President and Executive Directors is present, by a chairman elected at the
meeting. The Secretary of the Corporation, if present, shall act as secretary of
such meetings, or if the Secretary is not present, the Deputy Corporate
Secretary or an Assistant Secretary shall so act; if none of the Secretary, the
Deputy Corporate Secretary and an Assistant Secretary is present, then a
secretary shall be appointed by the chairman of the meeting. The chairman of any
meeting of stockholders shall determine the order of business and, subject to
the requirements of the laws of the state of incorporation of the Corporation,
the procedure at the meeting, including such regulation of the manner of voting
and the conduct of discussion as seem to the chairman in order.
Section 11. Treasury Stock. The Corporation shall not vote, directly or
indirectly, shares of its own stock owned by it, and such shares shall not be
counted for quorum purposes. No other corporation of which the Corporation owns
a majority of the shares entitled to vote in the election of directors of such
other corporation shall vote, directly or indirectly, shares of the
Corporation's stock owned by such other corporation, and such shares shall not
be counted for quorum purposes. Nothing in this Section 11 shall be construed as
limiting the right of the Corporation to vote stock, including but not limited
to its own stock, held by it in a fiduciary capacity.
Section 12. Action Without Meeting. Unless otherwise provided in the
charter documents of the Corporation, any action permitted or required by law,
the charter documents of the Corporation or these Bylaws to be taken at a
meeting of stockholders, may be taken without a meeting, without prior notice
and without a vote, if a consent or consents in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted and shall be delivered to the Corporation by delivery to its
registered office in the state of incorporation, its principal place of
business, or an officer or agent of the Corporation having custody of the book
in which proceedings of meetings of stockholders are recorded. Delivery made to
the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested.
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Every written consent shall bear the date of signature of each
stockholder who signs the consent, and no written consent shall be effective to
take the corporate action referred to therein unless, within sixty (60) days of
the earliest dated consent delivered in the manner required by this Section to
the Corporation, written consents signed by a sufficient number of holders to
take action are delivered to the Corporation by delivery to its registered
office in the state of incorporation, its principal place of business, or an
officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to the
Corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested.
Prompt notice of the taking of corporation action without a meeting by
less than a unanimous written consent shall be given by the Secretary to those
stockholders who have not consented in writing.
Section 13. Business to be Brought Before the Annual Meeting. To be
properly brought before the annual meeting of stockholders, business must be
either (a) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the Board of Directors, (b) otherwise brought before
the meeting by or at the direction of the Board of Directors, or (c) otherwise
properly brought before the meeting by a stockholder of the Corporation who is a
stockholder of record at the time of giving of notice provided for in this
Section 13 of Article II, who shall be entitled to vote at such meeting and who
complies with the notice procedures set forth in this Section 13 of Article II.
In addition to any other applicable requirements, for business to be brought
before an annual meeting by a stockholder of the Corporation, the stockholder
must have given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice must be delivered to or mailed
and received at the principal executive offices of the Corporation not less than
120 days prior to the anniversary date of the proxy statement for the preceding
annual meeting of stockholders of the Corporation. A stockholder's notice to the
Secretary shall set forth as to each matter (i) a brief description of the
business desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the name and address, as
they appear on the Corporation's books, of the stockholder proposing such
business, (iii) the acquisition date, the class and the number of shares of
voting stock of the Corporation which are owned beneficially by the stockholder,
(iv) any material interest of the stockholder in such business, and (v) a
representation that the stockholder intends to appear in person or by proxy at
the meeting to bring the proposed business before the meeting.
Notwithstanding anything in these Bylaws to the contrary, no business
shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Section 13 of Article II.
The chairman of the annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 13 of
Article II, and if the chairman should so determine, the chairman shall so
declare to the meeting and any such business not properly brought before the
meeting shall not be transacted.
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Notwithstanding the foregoing provisions of this Section 13 of Article
II, a stockholder shall also comply with all applicable requirements of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder with respect to the matters set forth in this Section 13.
Article III
Board of Directors
Section 1. Power; Number; Term of Office. The business and affairs of
the Corporation shall be managed by or under the direction of the Board of
Directors, and subject to the restrictions imposed by law or the charter
documents of the Corporation, the Board of Directors may exercise all the powers
of the Corporation.
The number of directors that shall constitute the whole Board of
Directors shall be determined from time to time by the Board of Directors
(provided that no decrease in the number of directors which would have the
effect of shortening the term of an incumbent director may be made by the Board
of Directors). If the Board of Directors makes no such determination, the number
of directors shall be not less than four and not more than seven. Each director
shall hold office until such director's successor shall have been elected and
qualified or until such director's earlier death, resignation or removal.
Unless otherwise provided in the charter documents of the Corporation,
directors need not be stockholders nor residents of the state of incorporation
of the Corporation.
Section 2. Quorum; Voting. Unless otherwise provided in the charter
documents of the Corporation, a majority of the total number of directors shall
constitute a quorum for the transaction of business of the Board of Directors
and the vote of a majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors.
Section 3. Place of Meetings; Order of Business. The directors may hold
their meetings and may have an office and keep the books of the Corporation,
except as otherwise provided by law, in such place or places, within or without
the state of incorporation of the Corporation, as the Board of Directors may
from time to time determine. At all meetings of the Board of Directors business
shall be transacted in such order as shall from time to time be determined by
the Chairman of the Board, or in the absence of the Chairman of the Board, by
any Vice Chairman of the Board, or in the absence of a Vice Chairman, the
President (should the President be a director), or in the President's absence,
by an Executive Director (should that Executive Director be a director) or by
the Board of Directors.
Section 4. First Meeting. Each newly elected Board of Directors may
hold its first meeting for the purpose of organization and the transaction of
business, if a quorum is present, immediately after and at the same place as the
annual meeting of the stockholders. Notice of such meeting shall not be
required. At the first meeting of the Board of Directors in each year at which a
quorum shall be present, held next after the
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annual meeting of stockholders, the Board of Directors shall elect the officers
of the Corporation.
Section 5. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such times and places as shall be designated from time to time
by the Chairman of the Board or, in the absence of the Chairman of the Board, by
any Vice Chairman of the Board, or in the absence of a Vice Chairman, the
President (should the President be a director), or in the President's absence,
by an Executive Director (should that Executive Director be a director), or by
the Board of Directors. Notice of such regular meetings shall not be required.
Section 6. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board, any Vice Chairman of the Board, the
President (should the President be a director), an Executive Director (should
that Executive Director be a director) or, on the written request of any two
directors, by the Secretary, in each case on at least twenty-four (24) hours
personal, written, telegraphic, cable or wireless notice to each director. Such
notice, or any waiver thereof pursuant to Article VII, Section 3 hereof, need
not state the purpose or purposes of such meeting, except as may otherwise be
required by law or provided for in the charter documents of the Corporation or
these Bylaws. Meetings may be held at any time without notice if all the
directors are present or if those not present waive notice of the meeting in
writing.
Section 7. Nomination of Directors. Only persons who are nominated in
accordance with the following procedures shall be eligible for election as
directors, except as otherwise provided in Section 9 of this Article III.
Nominations of persons for election to the Board of Directors of the Corporation
may be made at a meeting of stockholders (a) by or at the direction of the Board
of Directors or (b) by any stockholder of the Corporation who is a stockholder
of record at the time of giving of notice provided for in this Section 7 of
Article III, who shall be entitled to vote for the election of directors at the
meeting and who complies with the notice procedures set forth in this Section 7
of Article III. Such nominations, other than those made by or at the direction
of the Board of Directors, shall be made pursuant to timely notice in writing to
the Secretary of the Corporation. To be timely, a stockholder's notice shall be
delivered to or mailed and received at the principal executive offices of the
Corporation (i) with respect to an election to be held at the annual meeting of
the stockholders of the Corporation, 120 days prior to the anniversary date of
the proxy statement for the immediately preceding annual meeting of stockholders
of the Corporation, and (ii) with respect to an election to be held at a special
meeting of stockholders of the Corporation for the election of directors, not
later than the close of business on the 10th day following the day on which such
notice of the date of the meeting was mailed or public disclosure of the date of
the meeting was made, whichever first occurs. Such stockholder's notice to the
Secretary shall set forth (a) as to each person whom the stockholder proposes to
nominate for election or re-election as a director, all information relating to
the person that is required to be disclosed in solicitations for proxies for
election of directors, or is otherwise required, pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (including the written
consent of such person to be named in the proxy statement as a nominee and to
serve as a director if elected); and (b) as to the stockholder giving the notice
(i) the name and address, as they appear on the Corporation's books, of such
stockholder, and (ii) the
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class and number of shares of capital stock of the Corporation which are
beneficially owned by the stockholder. At the request of any officer of the
Corporation, any person nominated by the Board of Directors for election as a
director shall furnish to the Secretary of the Corporation that information
required to be set forth in a stockholder's notice of nomination which pertains
to the nominee.
In the event that a person is validly designated as nominee to the
Board and shall thereafter become unable or unwilling to stand for election to
the Board of Directors, the Board of Directors or the stockholder who proposed
such nominee, as the case may be, may designate a substitute nominee.
Except as otherwise provided in Section 9 of this Article III, no
person shall be eligible to serve as a director of the Corporation unless
nominated in accordance with the procedures set forth in this Section 7 of
Article III. The chairman of the meeting of stockholders shall, if the facts
warrant, determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by the Bylaws, and if the chairman
should so determine, the chairman shall so declare to the meeting and the
defective nomination shall be disregarded.
Notwithstanding the foregoing provisions of this Section 7 of Article
III, a stockholder shall also comply with all applicable requirements of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder with respect to the matters set forth in this Section 7 of Article
III.
Section 8. Removal. Any director or the entire Board of Directors may
be removed, with or without cause by the holders of a majority of the shares
then entitled to vote at an election of directors; provided that, with respect
to the removal without cause of a director or directors elected by the holders
of any class or series entitled to elect one or more directors, only the holders
of outstanding shares of that class or series shall be entitled to vote on such
removal.
Section 9. Vacancies; Increases in the Number of Directors. Unless
otherwise provided in the charter documents of the Corporation, vacancies
existing on the Board of Directors for any reason and newly created
directorships resulting from any increase in the authorized number of directors
to be elected by all of the stockholders having the right to vote as a single
class may be filled by the affirmative vote of a majority of the directors then
in office, although less than a quorum, or by a sole remaining director; and any
director so chosen shall hold office until the next annual election and until
such Director's successor shall have been elected and qualified, or until such
Director's earlier death, resignation or removal.
Section 10. Compensation. Directors and members of standing committees
may receive such compensation as the Board of Directors from time to time shall
determine to be appropriate, and shall be reimbursed for all reasonable expenses
incurred in attending and returning from meetings of the Board of Directors.
Section 11. Action Without a Meeting; Telephone Conference Meetings.
Unless otherwise restricted by the charter documents of the Corporation, any
action required or
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permitted to be taken at any meeting of the Board of Directors, or any committee
designated by the Board of Directors, may be taken without a meeting if all
members of the Board of Directors or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors or committee. Such consent shall have the
same force and effect as a unanimous vote at a meeting and may be stated as such
in any document or instrument filed with the Secretary of State of the state of
incorporation of the Corporation.
Unless otherwise restricted by the charter documents of the
Corporation, subject to the requirement for notice of meetings, members of the
Board of Directors or members of any committee designated by the Board of
Directors may participate in a meeting of such Board of Directors or committee,
as the case may be, by means of a conference telephone connection or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in such a meeting shall
constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
Section 12. Approval or Ratification of Acts or Contracts by
Stockholders. The Board of Directors in its discretion may submit any act or
contract for approval or ratification at any annual meeting of the stockholders,
or at any special meeting of the stockholders called for the purpose of
considering any such act or contract, and any act or contract that shall be
approved or be ratified by the vote of the stockholders holding a majority of
the voting power attributable to the issued and outstanding shares of stock of
the Corporation entitled to vote and present in person or by proxy at such
meeting (provided that a quorum is present) shall be as valid and as binding
upon the Corporation and upon all the stockholders as if it has been approved or
ratified by every stockholder of the Corporation.
Article IV
Committees
Section 1. Executive Committee. The Board of Directors may, by
resolution passed by a majority of the whole Board of Directors, designate an
Executive Committee consisting of one or more of the directors of the
Corporation, one of whom shall be designated chairman of the Executive
Committee. During the intervals between the meetings of the Board of Directors,
the Executive Committee shall possess and may exercise all the powers of the
Board of Directors, except as provided in Section 6 of this Article IV. The
Executive Committee shall also have, and may exercise, all the powers of the
Board of Directors, except as aforesaid, whenever a quorum of the Board of
Directors shall fail to be present at any meeting of the Board.
Section 2. Audit Committee. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate an Audit
Committee consisting of one or more of the directors of the Corporation, one of
whom shall be designated chairman of the Audit Committee. The Audit Committee
shall have and may exercise such powers and authority as provided in the
resolution creating it and as determined
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from time to time by the Board of Directors, except as provided in Section 6 of
this Article IV.
Section 3. Other Committees. The Board of Directors may, by resolution
passed from time to time by a majority of the whole Board of Directors,
designate such other committees as it shall see fit consisting of one or more of
the directors of the Corporation, one of whom shall be designated chairman of
each such committee. Any such committee shall have and may exercise such powers
and authority as provided in the resolution creating it and as determined from
time to time by the Board of Directors, except as provided in Section 6 of this
Article IV.
Section 4. Procedure; Meetings; Quorum. Any committee designated
pursuant to this Article IV shall keep regular minutes of its actions and
proceedings in a book provided for that purpose and report the same to the Board
of Directors at its meeting next succeeding such action, shall fix its own rules
or procedures, and shall meet at such times and at such place or places as may
be provided by such rules, or by such committee or the Board of Directors.
Should a committee fail to fix its own rules, the provisions of these Bylaws,
pertaining to the calling of meetings and conduct of business by the Board of
Directors, shall apply as nearly as practicable. At every meeting of any such
committee, the presence of a majority of all the members thereof shall
constitute a quorum, except as provided in Section 5 of this Article IV, and the
affirmative vote of a majority of the members present shall be necessary for the
adoption by it of any resolution.
Section 5. Substitution and Removal of Members; Vacancies. The Board of
Directors may designate one or more directors as alternate members of any
committee who may replace any absent or disqualified member at any meeting of
such committee. In the absence or disqualification of a member of a committee,
the member or members present at any meeting and not disqualified from voting,
whether or not constituting a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of the absent or
disqualified member. The Board of Directors shall have the power at any time to
remove any member(s) of a committee and to appoint other directors in lieu of
the person(s) so removed and shall also have the power to fill vacancies in a
committee.
Section 6. Limitation on Power and Authority of Committees. No
committee of the Board of Directors shall have the power or authority of the
Board of Directors in reference to amending the charter documents of the
Corporation (except that a committee may, to the extent and in the manner
authorized by the laws of the state of incorporation of the Corporation, fix the
designations and 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) or
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution of the
Corporation, amending, altering or repealing these Bylaws or adopting new bylaws
for
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the Corporation, and, unless a resolution passed by a majority of the whole
Board of Directors so provides, no such committee shall have the power and
authority to declare a dividend, to authorize the issuance of stock or to adopt
a certificate of ownership and merger pursuant to the laws of the state of
incorporation of the Corporation.
Article V
Officers
Section 1. Number, Titles and Term of Office. The officers of the
Corporation shall be a Chairman of the Board, a Treasurer, a Secretary, and such
other officers as the Board of Directors may from time to time elect or appoint
(including, but not limited to, one or more Vice Chairmen of the Board, a
President, one or more Executive Directors (any one or more of whom may be
designated as president of a region or activity, which designation alone does
not constitute that individual as the President of the Corporation), one or more
Managing or Regional Directors, one or more Vice Presidents (any one or more of
whom may be designated Executive Vice President or Senior Vice President), a
Chief Financial Officer, a Chief Accounting Officer, a Controller, a General
Counsel, a Deputy Corporate Secretary, one or more Assistant Secretaries and one
or more Assistant Treasurers). Each officer shall hold office until such
officer's successor shall be duly elected and shall qualify or until such
officer's death or until such officer shall resign or shall have been removed.
Any number of offices may be held by the same person, unless the charter
documents of the Corporation provide otherwise. Except for the Chairman of the
Board, no officer need be a director.
Section 2. Powers and Duties of the Chairman of the Board. The Chairman
of the Board shall preside at all meetings of the stockholders and of the Board
of Directors; and he shall have such other powers and duties as designated in
these Bylaws and as from time to time may be assigned to him by the Board of
Directors.
Section 3. Powers and Duties of the Chief Executive Officer. The
Chairman of the Board shall be the chief executive officer of the Corporation
unless the Board of Directors designates any Executive Director or the President
as chief executive officer. Subject to the control of the Board of Directors and
the executive committee (if any), the chief executive officer shall have general
executive charge, management and control of the properties, business and
operations of the Corporation with all such powers as may be reasonably incident
to such responsibilities; may agree upon and execute all leases, contracts,
evidences of indebtedness and other obligations in the name of the Corporation
and may sign all certificates for shares of capital stock of the Corporation;
and shall have such other powers and duties as designated in accordance with
these Bylaws and as from time to time may be assigned to the chief executive
officer by the Board of Directors.
Section 4. Powers and Duties of the President. Unless the Board of
Directors otherwise determines, the President shall have the authority to agree
upon and execute all leases, contracts, evidences of indebtedness and other
obligations in the name of the Corporation; and, unless the Board of Directors,
otherwise determines, the President shall, in the absence of the Chairman of the
Board, any Vice Chairman of the Board or any Executive Director or if there be
no Chairman of the Board or Vice Chairman of the
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Board and in the absence of all Executive Directors, preside at all meetings of
the stockholders and (should the President be a director) of the Board of
Directors; and the President shall have such other powers and duties as
designated in accordance with these Bylaws and as from time to time may be
assigned to the President by the Board of Directors or the Chairman of the
Board.
Section 5. Powers and Duties of the Executive Directors. The Executive
Directors shall be the executive officers of the Corporation next in authority
to the Chief Executive Officers and any Vice Chairman of the Board given
executive authority, whom the Executive Directors shall assist in the management
of the business of the Corporation and the implementation of orders and
resolutions of the Board of Directors. Unless the Board of Directors otherwise
determines, each Executive Director shall have the authority to agree upon and
execute all leases, contracts, evidence of indebtedness and other obligations in
the name of the Corporation. Each Executive Director shall have such other
powers and duties as designated in accordance with these Bylaws and as from time
to time may be assigned to such Executive Director by the Board of Directors or
the Chairman of the Board.
Section 6. Powers and Duties of the Vice Chairmen of the Board. The
Board of Directors may assign areas of responsibility to the Vice Chairmen of
the Board, and, in such event, and subject to the overall direction of the
Chairman of the Board and the Board of Directors, the Vice Chairmen of the Board
shall be responsible for supervising the management of the affairs of the
Corporation and its subsidiaries within the area or areas assigned and shall
monitor and review on behalf of the Board of Directors all functions within the
corresponding area or areas of the Corporation and each such subsidiary of the
Corporation. Further, the Vice Chairmen of the Board shall have such other
powers and duties as designated in accordance with these Bylaws and as from time
to time may be assigned to the Vice Chairmen of the Board by the Board of
Directors or the Chairman of the Board.
Section 7. Powers and Duties of the Managing or Regional Directors. The
Managing or Regional Directors shall be the executive officers of the
Corporation next in authority to the Chairman of the Board, the Vice Chairmen,
the President and the Executive Directors, all of whom the Managing or Regional
Directors shall assist in the management of the business of the Corporation and
the implementation of orders and resolutions of the Board of Directors. Unless
the Board of Directors otherwise determines, each Managing or Regional Director
shall have the authority to agree upon and execute all leases, contracts,
evidence of indebtedness and other obligations in the name of the Corporation.
Each Managing or Regional Director shall have such other powers and duties as
designated in accordance with these Bylaws and as from time to time may be
assigned to such Managing or Regional Director by the Board of Directors, the
Chairman of the Board, the Vice Chairmen of the Board, the Executive Directors
or the President.
Section 8. Vice Presidents. Subject to any restrictions that may be
imposed by the Board of Directors, each Vice President shall at all times
possess power to sign all certificates, contracts and other instruments of the
Corporation, except as otherwise limited in writing by the Chairman of the
Board, any Executive Director, the President, any Vice Chairman
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of the Board or any Managing or Regional Director of the Corporation. Each Vice
President shall have such other powers and duties as from time to time may be
assigned to such Vice President by the Board of Directors, the Chairman of the
Board, any Executive Director, the President, any Vice Chairman of the Board, or
any Managing or Regional Director.
Section 9. General Counsel. The General Counsel shall act as chief
legal advisor to the Corporation. The General Counsel may have one or more staff
attorneys and assistants, and may retain other attorneys to conduct the legal
affairs and litigation of the Corporation under the General Counsel's
supervision.
Section 10. Secretary. The Secretary shall keep the minutes of all
meetings of the Board of Directors, committees of the Board of Directors and the
stockholders, in books provided for that purpose; shall attend to the giving and
serving of all notices; may in the name of the Corporation affix the seal of the
Corporation to any contract of the Corporation and attest the affixation of the
seal of the Corporation thereto; may sign with the other appointed officers all
certificates for shares of capital stock of the Corporation; shall have charge
of the certificate books, transfer books and stock ledgers, and such other books
and papers as the Board of Directors may direct, all of which shall at all
reasonable times be open to inspection of any director upon application at the
office of the Corporation during business hours; shall have such other powers
and duties as designated in these Bylaws and as from time to time may be
assigned to the Secretary by the Board of Directors, the Chairman of the Board,
any Executive Director, the President, any Vice Chairman of the Board or any
Managing or Regional Director; and shall in general perform all acts incident to
the office of Secretary, subject to the control of the Board of Directors, the
Chairman of the Board, any Executive Director, the President, any Vice Chairman
of the Board or any Managing or Regional Director.
Section 11. Deputy Corporate Secretary and Assistant Secretaries. The
Deputy Corporate Secretary and each Assistant Secretary shall have the usual
powers and duties pertaining to such offices, together with such other powers
and duties as designated in these Bylaws and as from time to time may be
assigned to the Deputy Corporate Secretary or an Assistant Secretary by the
Board of Directors, the Chairman of the Board, any Executive Director, the
President, any Vice Chairman of the Board, any Managing or Regional Director or
the Secretary. The Deputy Corporate Secretary shall exercise the powers of the
Secretary during that officer's absence or inability or refusal to act.
Section 12. Chief Financial Officer. The Chief Financial Officer shall
be the officer of the Corporation who shall have the responsibility to oversee
financial matters relating to the business of the Corporation. Unless the Board
of Directors otherwise determines, the Chief Financial Officer shall have the
authority to agree upon and execute all leases, contracts, evidence of
indebtedness and other obligations in the name of the Corporation. The Chief
Financial Officer shall have such other powers and duties as designated in
accordance with these Bylaws and as from time to time may be assigned to the
Chief Financial Officer by the Board of Directors, the Chairman of the Board,
any Executive Director, the President, or any Vice Chairman of the Board.
14
<PAGE> 18
Section 13. Chief Accounting Officer. The Chief Accounting Officer
shall be the officer of the Corporation who shall have the responsibility to
oversee accounting, tax, cash management and treasury matters relating to the
business of the Corporation. The Chief Accounting Officer may have one or more
staff accountants and assistants, and may retain other accountants to assist
with the matters relating to the business of the Corporation under the Chief
Accounting Officer's supervision. Unless the Board of Directors otherwise
determines, the Chief Accounting Officer shall have the authority to agree upon
and execute all leases, contracts, evidence of indebtedness and other
obligations in the name of the Corporation. The Chief Accounting Officer shall
have such other powers and duties as designated in accordance with these Bylaws
and as from time to time may be assigned to the Chief Accounting Officer by the
Board of Directors, the Chairman of the Board, any Executive Director, the
President, or any Vice Chairman of the Board.
Section 14. Controller. The Controller shall report to the Chief
Accounting Officer and may issue any financial statements or reports of the
Company, or on behalf of the Company for any interest it owns in other entities.
Section 15. Treasurer. Subject to any restrictions that may be imposed
by the Board of Directors, the Treasurer shall have responsibility for the
custody and control of all the funds and securities of the Corporation, and
shall have such other powers and duties as designated in these Bylaws and as
from time to time may be assigned to the Treasurer by the Board of Directors,
the Chairman of the Board, any Executive Director, the President, any Vice
Chairman of the Board or any Managing or Regional Director. The Treasurer shall
perform all acts incident to the position of Treasurer, subject to the control
of the Board of Directors, the Chairman of the Board, any Executive Director,
the President, any Vice Chairman of the Board, or any Managing or Regional
Director; and the Treasurer shall, if required by the Board of Directors, give
such bond for the faithful discharge of the Treasurer's duties in such form as
the Board of Directors may require.
Section 16. Assistant Treasurers. Each Assistant Treasurer shall have
the usual powers and duties pertaining to such office, together with such other
powers and duties as designated in these Bylaws and as from time to time may be
assigned to each Assistant Treasurer by the Board of Directors, the Chairman of
the Board, any Executive Director, the President, any Vice Chairman of the
Board, any Managing or Regional Director, or the Treasurer. Any Assistant
Treasurer may exercise the powers of the Treasurer during that officer's absence
or inability or refusal to act.
Section 17. Action with Respect to Securities of Other Corporations.
Unless otherwise directed by the Board of Directors, the Chairman of the Board,
any Executive Director, the President or any Vice Chairman of the Board,
together with the Secretary, the Deputy Corporate Secretary or any Assistant
Secretary shall have power to vote and otherwise act on behalf of the
Corporation, in person or by proxy, at any meeting of security holders of or
with respect to any action of security holders of any other corporation in which
this Corporation may hold securities and otherwise to exercise any and all
rights and powers which this Corporation may possess by reason of its ownership
of securities in such other corporation.
15
<PAGE> 19
Section 18. Delegation. For any reason that the Board of Directors may
deem sufficient, the Board of Directors may, except where otherwise provided by
statute, delegate the powers or duties of any officer to any other person, and
may authorize any officer to delegate specified duties of such officer to any
other person. Any such delegation or authorization by the Board shall be
effected from time to time by resolution of the Board of Directors.
Article VI
Capital Stock
Section 1. Certificates of Stock. The certificates for shares of the
capital stock of the Corporation shall be in such form, not inconsistent with
that required by law and the charter documents of the Corporation, as shall be
approved by the Board of Directors. Every holder of stock represented by
certificates shall be entitled to have a certificate signed by or in the name of
the Corporation by the Chairman of the Board, an Executive Director, President,
a Vice Chairman of the Board or a Vice President and the Secretary, Deputy
Corporate Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer of the Corporation representing the number of shares (and, if the
stock of the Corporation shall be divided into classes or series, certifying the
class and series of such shares) owned by such stockholder which are registered
in certified form; provided, however, that any of or all the signatures on the
certificate may be facsimile. The stock record books and the blank stock
certificate books shall be kept by the Secretary, or at the office of such
transfer agent or transfer agents as the Board of Directors may from time to
time determine. In case any officer, transfer agent or registrar who shall have
signed or whose facsimile signature or signatures shall have been placed upon
any such certificate or certificates shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued by the
Corporation, such certificate may nevertheless be issued by the Corporation with
the same effect as if such person were such officer, transfer agent or registrar
at the date of issue. The stock certificates shall be consecutively numbered and
shall be entered in the books of the Corporation as they are issued and shall
exhibit the holder's name and number of shares.
Section 2. Transfer of Shares. The shares of stock of the Corporation
shall be transferable only on the books of the Corporation by the holders
thereof in person or by their duly authorized attorneys or legal representatives
upon surrender and cancellation of certificates for a like number of shares.
Upon surrender to the Corporation or a transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.
Section 3. Ownership of Shares. The Corporation shall be entitled to
treat the holder of record of any share or shares of capital stock of the
Corporation 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 or shares
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the state of
incorporation of the Corporation.
16
<PAGE> 20
Section 4. Regulations Regarding Certificates. The Board of Directors
shall have the power and authority to make all such rules and regulations as
they may deem expedient concerning the issue, transfer and registration or the
replacement of certificates for shares of capital stock of the Corporation.
Section 5. Lost or Destroyed Certificates. The Board of Directors may
determine the conditions upon which the Corporation may issue a new certificate
of stock in place of a certificate theretofore issued by it which is alleged to
have been lost, stolen or destroyed and may require the owner of such
certificate or such owner's legal representative to give bond, with surety
sufficient to indemnify the Corporation and each transfer agent and registrar
against any and all losses or claims which may arise by reason of the alleged
loss, theft or destruction of any such certificate or the issuance of such new
certificate in the place of the one so lost, stolen or destroyed.
Article VII
Miscellaneous Provisions
Section 1. Fiscal Year. The fiscal year of the Corporation shall end on
the last day of December of each year.
Section 2. Corporate Seal. The corporate seal shall be circular in form
and shall have inscribed thereon the name of the Corporation and the state of
its incorporation, which seal shall be in the charge of the Secretary and shall
be affixed to certificates of stock, debentures, bonds, and other documents, in
accordance with the direction of the Board of Directors, and as may be required
by law; however, the Secretary may, if the Secretary deems it expedient, have a
facsimile of the corporate seal inscribed on any such certificates of stock,
debentures, bonds, contracts or other documents. Duplicates of the seal may be
kept for use by the Deputy Corporate Secretary or any Assistant Secretary.
Section 3. Notice and Waiver of Notice. Whenever any notice is required
to be given by law, the charter documents of the Corporation or under the
provisions of these Bylaws, said notice shall be deemed to be sufficient if
given (i) by telegraphic, cable or wireless transmission (including by telecopy
or facsimile transmission) or (ii) by deposit of the same in a post office box
or by delivery to an overnight courier service company in a sealed prepaid
wrapper addressed to the person entitled thereto at such person's post office
address, as it appears on the records of the Corporation, and such notice shall
be deemed to have been given on the day of such transmission or mailing or
delivery to courier, as the case may be.
Whenever notice is required to be given by law, the charter documents
of the Corporation or under any of the provisions of these Bylaws, a written
waiver thereof, signed by the person entitled to notice, whether before or after
the time stated therein, shall be deemed equivalent to notice. Attendance of a
person, including without limitation a director, at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.
17
<PAGE> 21
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the stockholders, directors, or members of a committee of
directors need be specified in any written waiver of notice unless so required
by the charter documents of the Corporation or these Bylaws.
Section 4. Facsimile Signatures. In addition to the provisions for the
use of facsimile signatures elsewhere specifically authorized in these Bylaws,
facsimile signatures of any officer or officers of the Corporation may be used
whenever and as authorized by the Board of Directors.
Section 5. Reliance upon Books, Reports and Records. A member of the
Board of Directors, or a member of any committee designated by the Board of
Directors, shall, in the performance of such person's duties, be fully protected
in relying in good faith upon the records of the Corporation and upon such
information, opinion, reports or statements presented to the Corporation by any
of the Corporation's officers or employees, or committees of the Board of
Directors, or by any other person as to matters the member reasonably believes
are within such other person's professional or expert competence and who has
been selected with reasonable care by or on behalf of the Corporation.
Section 6. Application of Bylaws. In the event that any provisions of
these Bylaws is or may be in conflict with any law of the United States, of the
state of incorporation of the Corporation or of any other governmental body or
power having jurisdiction over this Corporation, or over the subject matter to
which such provision of these Bylaws applies, or may apply, such provision of
these Bylaws shall be inoperative to the extent only that the operation thereof
unavoidably conflicts with such law and shall in all other respects be in full
force and effect.
Article VIII
Amendments
The Board of Directors shall have the power to adopt, amend and repeal
from time to time Bylaws of the Corporation, subject to the right of the
stockholders entitled to vote with respect thereto to amend or repeal such
Bylaws as adopted or amended by the Board of Directors.
18
<PAGE> 1
EXHIBIT 4.5
SECOND AMENDMENT TO
AZURIX CORP. 1999 STOCK PLAN
WHEREAS, AZURIX CORP. (the "Company") has heretofore adopted and
maintains the Azurix Corp. 1999 Stock Plan (the "Plan"); and
WHEREAS, the Company desires to amend the Plan;
NOW, THEREFORE, the Plan is amended as follows:
1. Section 3.2 of the Plan is deleted and the following is inserted in
its place:
"3.2 Nonqualified Options and Restricted Stock. Officers and other
employees of the Company, Enron Corp. or of an Affiliated Company of
either the Company or Enron Corp., members of the Board (whether or not
employed by the Company or an Affiliated Company), and Service
Providers are eligible to receive grants of Nonqualified Options or
grants of Restricted Stock under the Plan."
AS AMENDED HEREBY, the Plan is specifically ratified and reaffirmed.
Date: December 13, 1999.
AZURIX CORP.
By: /s/ REBECCA MARK-JUSBASCHE
-----------------------------------
Rebecca Mark-Jusbasche
Chairman and Chief Executive
Officer
ATTEST:
/s/ NORMA A. TIDROW
- --------------------------
Norma A. Tidrow
Deputy Corporate Secretary
<PAGE> 1
EXHIBIT 5
December 13, 1999
Azurix Corp.
333 Clay, Suite 1000
Houston, Texas 77002
Gentlemen:
As Executive Director and General Counsel of Azurix Corp., a Delaware
corporation (the "Company"), I am familiar with the filing of a registration
statement on Form S-8 (the "Registration Statement") relating to a proposed
offering and sale of up to an aggregate of 17,500,000 shares (the "Shares") of
Common Stock, par value $.01 per share ("Common Stock"), of the Company which
may be issued pursuant to the terms and subject to the conditions set forth in
the Company's 1999 Stock Plan, as amended (the "Plan").
Before rendering the opinions hereinafter set forth, I, or attorneys on
my legal staff acting under my direction, examined certain corporate records of
the Company, and such other certificates of officers of the Company, documents
and records as I or such attorneys deemed necessary or appropriate for the
purposes of this opinion.
Based upon the foregoing, I am of the opinion that the Shares to be
issued pursuant to the terms of the Plan have been validly authorized for
issuance and, when (a) the Registration Statement has become effective under the
Securities Act of 1933, as amended, (b) the pertinent provisions of any state
securities laws, as may be applicable, have been complied with, and (c) the
Shares are issued and paid for in accordance with the terms of the Plan and any
stock option agreement pursuant to which such Shares are issued, the Shares so
issued will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. By giving such consent, I do not admit that I am within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission issued thereunder.
Very truly yours,
/s/ JOHN C. ALE
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our reports dated February 22, 1999
included in Azurix Corp.'s Registration Statement on Form S-1 (File No.
333-74379) and to all references to our Firm included in this Registration
Statement.
ARTHUR ANDERSEN LLP
Houston, Texas
December 14, 1999
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent accountants, we hereby consent to the incorporation by reference
in this Registration Statement of our report dated March 12, 1999 included in
Azurix Corp.'s Registration Statement on Form S-1 (File No. 333-74379) and to
all references to our Firm included in this Registration Statement.
ARTHUR ANDERSEN
London, England
14 December 1999
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 (Registration No. 333- ) of our report dated March 12,
1999 on our audit of the consolidated financial statements of Wessex Water Ltd
(formerly Wessex Water plc) as at March 31, 1998 and for the years ended March
31, 1998 and 1997 which was included in Azurix Corp.'s Registration Statement on
Form S-1 (Registration No. 333-74379), and to all references to our firm
included in this Registration Statement
PricewaterhouseCoopers
Chartered Accountants
Bristol, England
December 13, 1999
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Azurix Corp., a Delaware corporation (the "Company"), of shares
of Azurix Corp. Common Stock, par value $.01 per share, to be offered pursuant
to the Azurix Corp. 1999 Stock Plan, the undersigned officer or director of the
Company hereby constitutes and appoints Rebecca Mark-Jusbasche, Edward N.
Robinson and John C. Ale, and each of them (with full power to each of them to
act alone), his true and lawful attorney-in-fact and agent, for him and on his
behalf and in his name, place and stead, in any and all capacities, to sign,
execute and file a registration statement on Form S-8 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 8th
day of December, 1999.
/s/ JOHN H. DUNCAN
---------------------------
John H. Duncan
<PAGE> 2
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Azurix Corp., a Delaware corporation (the "Company"), of shares
of Azurix Corp. Common Stock, par value $.01 per share, to be offered pursuant
to the Azurix Corp. 1999 Stock Plan, the undersigned officer or director of the
Company hereby constitutes and appoints Rebecca Mark-Jusbasche, Edward N.
Robinson and John C. Ale, and each of them (with full power to each of them to
act alone), his true and lawful attorney-in-fact and agent, for him and on his
behalf and in his name, place and stead, in any and all capacities, to sign,
execute and file a registration statement on Form S-8 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 9th
day of December, 1999.
/s/ KENNETH L. LAY
---------------------------
Kenneth L. Lay
<PAGE> 3
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Azurix Corp., a Delaware corporation (the "Company"), of shares
of Azurix Corp. Common Stock, par value $.01 per share, to be offered pursuant
to the Azurix Corp. 1999 Stock Plan, the undersigned officer or director of the
Company hereby constitutes and appoints Rebecca Mark-Jusbasche, Edward N.
Robinson and John C. Ale, and each of them (with full power to each of them to
act alone), his true and lawful attorney-in-fact and agent, for him and on his
behalf and in his name, place and stead, in any and all capacities, to sign,
execute and file a registration statement on Form S-8 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 13th
day of December, 1999.
/s/ JEFFREY K. SKILLING
---------------------------
Jeffrey K. Skilling
<PAGE> 4
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Azurix Corp., a Delaware corporation (the "Company"), of shares
of Azurix Corp. Common Stock, par value $.01 per share, to be offered pursuant
to the Azurix Corp. 1999 Stock Plan, the undersigned officer or director of the
Company hereby constitutes and appoints Rebecca Mark-Jusbasche, Edward N.
Robinson and John C. Ale, and each of them (with full power to each of them to
act alone), his true and lawful attorney-in-fact and agent, for him and on his
behalf and in his name, place and stead, in any and all capacities, to sign,
execute and file a registration statement on Form S-8 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 13th
day of December, 1999.
/s/ JOSEPH W. SUTTON
---------------------------
Joseph W. Sutton
<PAGE> 5
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Azurix Corp., a Delaware corporation (the "Company"), of shares
of Azurix Corp. Common Stock, par value $.01 per share, to be offered pursuant
to the Azurix Corp. 1999 Stock Plan, the undersigned officer or director of the
Company hereby constitutes and appoints Rebecca Mark-Jusbasche, Edward N.
Robinson and John C. Ale, and each of them (with full power to each of them to
act alone), his true and lawful attorney-in-fact and agent, for him and on his
behalf and in his name, place and stead, in any and all capacities, to sign,
execute and file a registration statement on Form S-8 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 13th
day of December, 1999.
/s/ JOHN WAKEHAM
---------------------------
John Wakeham
<PAGE> 6
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Azurix Corp., a Delaware corporation (the "Company"), of shares
of Azurix Corp. Common Stock, par value $.01 per share, to be offered pursuant
to the Azurix Corp. 1999 Stock Plan, the undersigned officer or director of the
Company hereby constitutes and appoints Rebecca Mark-Jusbasche, Edward N.
Robinson and John C. Ale, and each of them (with full power to each of them to
act alone), his true and lawful attorney-in-fact and agent, for him and on his
behalf and in his name, place and stead, in any and all capacities, to sign,
execute and file a registration statement on Form S-8 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 8th
day of December, 1999.
/s/ HERBERT S. WINOKUR, JR.
---------------------------
Herbert S. Winokur, Jr.
