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BY-LAWS
OF
DEAN WITTER REYNOLDS INC.
ARTICLE I
OFFICES
1.1 REGISTERED OFFICE
The registered office of DEAN WITTER REYNOLDS INC. (the
"Corporation"), shall be in the City of Wilmington, County of New Castle, State
of Delaware.
1.2 PRINCIPAL PLACE OF BUSINESS
The Corporation's principal place of business shall be in the City of
New York, County of New York, State of New York.
1.3 OTHER OFFICES
The Corporation may have offices at such other places both within and
without the State of Delaware as the Board of Directors may from time to time
determine or the business of the Corporation may require.
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ARTICLE II
MEETINGS OF STOCKHOLDERS
2.1 MEETINGS OF STOCKHOLDERS
Meetings of stockholders of the Corporation shall be held on such
date, at such time, and at such place, either within or without the State of
Delaware, as shall be designated by the Board of Directors.
ARTICLE III
DIRECTORS
3.1 ELECTION AND TERM
Except as otherwise provided by law or this Article III, directors
shall be elected at an annual meeting of stockholders and shall hold office
until their successors shall have been elected, or until their earlier death,
resignation or removal. Acceptance of the office of director may be expressed
orally or in writing, and attendance at the organization meeting or any other
meeting of the directors shall constitute such acceptance. Directors need not be
stockholders of the Corporation.
3.2 NUMBER
The number of directors which shall constitute the whole Board of
Directors may be fixed from time to time by resolution of the Board of Directors
but shall not be less than three (3).
3.3 GENERAL POWERS
The property and business of the Corporation shall be managed by or
under the direction of its Board of Directors. In addition to the powers and
authorities by these By-Laws expressly conferred upon them, the Board of
Directors may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Certificate of Incorporation or
by these By-Laws directed or required to be exercised or done by the
stockholders.
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3.4 PLACE OF MEETINGS
Meetings of the Board of Directors may be held at the principal place
of business of the Corporation in New York or at any other place, within or
without the State of Delaware, from time to time designated by the Board of
Directors.
3.5 ORGANIZATION MEETING
A newly elected Board of Directors shall meet and organize as soon as
practicable after each annual meeting of stockholders, at the place at which
such meeting of stockholders took place, without notice of such meeting. If a
quorum is not present, such organizational meeting may be held at any other time
or place which may be specified in a notice given in the manner provided in
Section 3.7 of this Article III for special meetings of the Board of Directors
or in a waiver of notice thereof.
3.6 REGULAR MEETINGS
Regular meetings of the Board of Directors shall be held at such times
as may be determined by resolution of the Board of Directors and no notice shall
be required for any regular meeting. Except as otherwise provided by law, any
business may be transacted at any regular meeting of the Board of Directors.
3.7 SPECIAL MEETINGS; NOTICE AND WAIVER OF NOTICE
Special meetings of the Board of Directors shall be called by the
Secretary or an Assistant Secretary on the request of the Chairman of the Board
and Chief Executive Officer, Dean Witter Reynolds Inc. or the President, or a
Vice Chairman of the Board, or on the request in writing of one-third of the
whole Board of Directors, stating the purpose or purposes of such meeting.
Notices of special meetings shall be mailed to each director,
addressed to him at his residence or usual place of business, not later than
three (3) days before the day on which the meeting is to be held, or shall be
sent to him at either of such places by telegraph, or be communicated to him
personally or by telephone, not later than the day before such day of meeting.
Notice of any meeting of the Board of Directors need not be given to any
director if he shall sign a written waiver thereof either before or after the
time stated therein for such meeting, or if he shall be present at the meeting
and participate in the business transacted thereat; and any and all business
transacted at any meeting of the Board of Directors shall be fully effective
without any notice thereof having been given, if all the members shall be
present thereat. Unless limited by law, the Certificate of Incorporation, the
By-Laws, or by the terms of the notice thereof, any and all business may be
transacted at any special meeting without the notice thereof having so
specifically enumerated the matters to be acted upon.
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3.8 ORGANIZATION
The Chairman of the Board and Chief Executive Officer shall preside at
all meetings of the Board of Directors at which he is present. If the Chairman
of the Board and Chief Executive Officer shall be absent from any meeting of the
Board of Directors, the duties otherwise provided in this Section 3.8 to be
performed by him at such meeting shall be performed at such meeting by one of
the directors chosen by the members of the Board of Directors present at such
meeting. The Secretary of the Corporation shall act as the secretary at all
meetings of the Board of Directors and in his absence a temporary secretary
shall be appointed by the chairman of the meeting.
3.9 QUORUM AND ADJOURNMENT
Except as otherwise provided by Section 3.15 of this Article III, at
every meeting of the Board of Directors a majority of the total number of
directors shall constitute a quorum. Except as otherwise provided by law or by
these By-Laws, the vote of a majority of the directors present at any such
meeting at which a quorum is present shall be the act of the Board of Directors.
In the absence of a quorum, any meeting may be adjourned, from time to time,
until a quorum is present. No notice of any adjourned meeting need be given
other than by announcement at the meeting that is being adjourned.
3.10 VOTING
On any question on which the Board of Directors shall vote, the names
of those voting and their votes shall be entered in the minutes of the meeting
when any member of the Board of Directors so requests.
3.11 ACTING WITHOUT A MEETING
Any action required or permitted to be taken at any meeting of the
Board of Directors or of any committee thereof may be taken without a meeting,
if all members of the Board of Directors or such committee, as the case may be,
consent thereto in writing and such writing or writings are filed with the
minutes of proceedings of the Board of Directors or the committee.
3.12 TELEPHONIC MEETINGS
Members of the Board of Directors or of a committee thereof, may
participate in meetings of the Board of Directors or committee thereof by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such
participation in a meeting, pursuant to this provision, shall constitute
presence in person at such meeting.
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3.13 RESIGNATIONS
Any director may resign at any time either by oral tender of
resignation at any meeting of the Board of Directors or by oral tender to the
Chairman of the Board and Chief Executive Officer, or by written notice thereof
to the Corporation. Any resignation shall be effective immediately unless some
other time is specified for it to take effect. Acceptance of any resignation
shall not be necessary to make it effective unless such resignation is tendered
subject to such acceptance.
3.14 REMOVAL OF DIRECTORS
Any director may be removed, either for or without cause, at any time,
by action of the holders of record of a majority of the shares of common stock
of the Corporation present in person or by proxy at a meeting of holders of such
shares and entitled to vote thereon, and the vacancy in the Board of Directors
caused by any such removal may be filled by action of such stockholders at such
meeting or at any subsequent meeting, or, except as otherwise provided by law,
by the Board of Directors then in office, although less than a quorum, or by a
single remaining director.
3.15 FILLING OF VACANCIES NOT CAUSED BY REMOVAL
Except as otherwise provided by law, in case of any increase in the
number of directors, or of any vacancy created by death, resignation,
disqualification or increase in the number of authorized directors, the
additional director or directors may be elected or the vacancy or vacancies may
be filled, as the case may be, by the Board of Directors then in office,
although less than a quorum, or by a single remaining director, or by the
stockholders. The directors so chosen shall hold office until their successors
are elected and qualify or until such directors sooner die, resign, are removed
or cease to be qualified as directors.
ARTICLE IV
COMMITTEES OF THE BOARD OF DIRECTORS
4.1 ESTABLISHMENT OF COMMITTEES
The Board of Directors may, by resolution passed by a majority of the
whole Board, appoint one or more committees of the Board of Directors, which
shall have such powers and duties as the Board of Directors may properly
determine. Any such committee, to the extent provided in the resolutions adopted
by the Board of Directors, shall have and may exercise all the power and
authority of the Board of Directors in the management of the property
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and business of the Corporation, and may authorize the seal of the Corporation
to be impressed upon all papers which may require it; provided, however, that
such powers and authority shall be subject to applicable provisions of law, and
that no such committee shall have the power or authority in reference to
amending the Certificate of Incorporation, 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, or amending the By-Laws of the Corporation; and, unless the
resolution or the Certificate of Incorporation expressly so provide, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock. All acts done by any such committee within the
scope of its powers and duties pursuant to these By-Laws and the resolutions
adopted by the Board of Directors shall be deemed to be, and may be certified as
being, done or conferred under authority of the Board of Directors. The
Secretary or any Assistant Secretary is empowered to certify that any resolution
duly adopted by any such committee is binding upon the Corporation and to
execute and deliver such certifications from time to time as may be necessary or
proper to the conduct of the business of the Corporation.
4.2 COMMITTEE MEMBERS
Each member of any such committee shall hold office until his
successor is elected and has qualified, unless he sooner dies, resigns, or is
removed. The number of directors which shall constitute any committee shall be
determined by the whole Board of Directors from time to time. 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
the committee.
4.3 COMMITTEE SECRETARY
The Board of Directors may elect a secretary of any such committee. If
the Board of Directors does not elect such a secretary, the committee shall do
so. The secretary of any committee need not be a member of the committee, but
shall be selected from a member of the staff of the office of the Secretary of
the Corporation, unless otherwise provided by the Board of Directors.
4.4 MINUTES OF COMMITTEE MEETINGS
The secretary of each committee shall keep regular minutes of the
meetings of the committee, and shall provide copies of the minutes to the
Secretary of the Corporation, unless otherwise provided by the Board of
Directors.
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4.5 MEETINGS
Meetings of committees of the Board of Directors may be held at any
place, within or without the State of Delaware, as shall from time to time be
designated by the Board of Directors or the committee in question. Regular
meetings of any committee shall be held at such times as may be determined by
resolution of the Board of Directors or the committee in question and no notice
shall be required for any regular meeting. A special meeting of any committee
shall be called by resolution of the Board of Directors, or by the Secretary or
an Assistant Secretary upon the request of any member of the committee. Notices
of special meetings shall be mailed to each member of the committee in question
no later than two (2) days before the day on which the meeting is to be held, or
shall be sent to him by telegraph, or be delivered to him personally or by
telephone, no later than the day before such meeting. Notices of any such
meeting need not be given to any such member, however, if he shall sign a
written waiver thereof, whether before or after the meeting, or if he shall be
present at the meeting and participate in the business transacted thereat; and
any and all business transacted at any meeting of any committee shall be fully
effective without any notice thereof having been given, if all the members of
the committee shall be present thereat. Unless limited by law, the Certificate
of Incorporation, these By-Laws, or by the terms of the notice thereof, any and
all business may be transacted at any such special meeting without the notice
thereof having so specifically enumerated the matters to be acted upon.
4.6 ACTION WITHOUT A MEETING
Any action required or permitted to be taken at any meeting of a
committee of the Board of Directors may be taken without a meeting, if all
members of such committee consent thereto in writing and such writing or
writings are filed with the minutes of proceedings of the committee.
4.7 TELEPHONIC MEETINGS
Members of a committee of the Board of Directors may participate in
meetings of the committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting, pursuant to
this provision, shall constitute presence in person at such meeting.
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ARTICLE V
INDEMNIFICATION
5.1 The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was a director or officer of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, or member of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
5.2 The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director or officer of the Corporation,
or is or was serving at the request of the Corporation as a director, officer or
member of another Corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of Dean Witter Reynolds Inc. the
Corporation, except that no such indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
Corporation unless and only to the extent that the Court of Chancery of Delaware
or the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in consideration of
all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which such court shall deem proper.
5.3 To the extent that any person referred to in Sections 5.1 or 5.2 shall
be successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in
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Sections 5.1 or 5.2 or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
5.4 The Corporation may, to the extent deemed advisable by the Board of
Directors, indemnify any person who is or was an employee or agent (other than a
director or officer) of the Corporation, or is or was serving at the request of
the Corporation as an employee or agent (other than a director, officer or
member) of another corporation, partnership, joint venture, trust or other
enterprise if such person would be entitled to such indemnity under the
provisions of Sections 5.1, 5.2 or 5.3 if such person had been a director or
officer of the Corporation or a director, officer or member of such other
corporation, partnership, joint venture, trust or other enterprise.
5.5 Any indemnification under paragraphs 5.1, 5.2 or 5.4 (unless ordered
by a court) shall be made by the Corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer, member,
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Sections 5.1 and 5.2. Such
determination shall be made (a) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (c) by the stockholders.
5.6 Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding as authorized by the Board of Directors in the
manner provided in paragraph 5.5 upon receipt of an undertaking by or on behalf
of the director, officer, member, employee or agent to repay such amount unless
it shall ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this Article V.
5.7 The indemnification provided by this Article V shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any statute, By-Law, agreement, vote of stockholders or disinterested directors
or otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, member, employee or agent and shall
insure to the benefit of the heirs, executors and administrators of such a
person.
5.8 The Board of Directors may authorize, by a vote of a majority of a
quorum of the Board of Directors, the Corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, member, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
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asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article V or
of the General Corporation Law of the State of Delaware.
5.9 For the purposes of this Article V, references to "the Corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers and employees
or agents, so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, member, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Article with
respect to the resulting or surviving corporation as he would have with respect
to such constituent corporation if its separate existence had continued.
5.10 For purposes of this Article V, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this Article
V.
5.11 No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director; PROVIDED, HOWEVER, that this limitation shall not eliminate
or limit the liabilities of the directors (a) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (b) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (c) under Section 174 of the General Corporation Law of the
State of Delaware, or (d) for any transaction from which the director derived an
improper personal benefit; PROVIDED further, that this limitation shall not
eliminate or limit the liability of a director for any act or omission occurring
prior to the adoption of these By-Laws.
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ARTICLE VI
OFFICERS
6.1 OFFICERS
The officers of the Corporation shall be: a Chairman of the Board and
Chief Executive Officer; a President and Chief Operating Officer; one or more
Senior Executive Vice Presidents; one or more Executive Vice Presidents; one or
more Senior Vice Presidents; one or more First Vice Presidents; one or more Vice
Presidents; a Secretary; a Treasurer; and a Controller. The Board of Directors
may also elect and specifically identify as officers of the Corporation: one or
more Vice Chairmen of the Board; a Chief Financial Officer; one or more
Assistant Vice Presidents; one or more Assistant Secretaries; one or more
Assistant Treasurers and one and one or more Assistant Controllers as in its
judgment may be necessary or desirable. The officers of the Corporation shall be
elected by the Board of Directors and the Board of Directors shall not delegate
this authority to any committee thereof. Any number of offices may be held by
the same person, unless the Certificate of Incorporation or these By-Laws
otherwise provide.
6.2 OTHER OFFICERS; AGENTS
The Board of Directors may elect such other officers and appoint such
agents as it shall deem necessary or desirable, who shall exercise such powers
and perform such duties as shall be determined from time to time by the Board of
Directors.
6.3 TERMS OF OFFICE
The Board of Directors, at its first meeting after each annual meeting
of stockholders, shall elect the officers of the Corporation.
6.4 VACANCIES
If any vacancy shall occur in any corporate office, the Board of
Directors may elect a successor to fill such vacancy.
6.5 REMOVAL OF OFFICERS
Any officer may be removed at any time, either for or without cause,
by the affirmative vote of a majority of the Board of Directors.
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6.6 RESIGNATIONS
Any officer may resign at any time by giving written notice thereof to
the Board of Directors. A resignation shall take effect immediately unless some
other date is specified in the notice. Acceptance of any resignation shall not
be necessary to make it effective, unless such resignation is tendered subject
to such acceptance.
6.7 CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
The Chairman of the Board and Chief Executive Officer shall be a
member of the Board of Directors and shall be an officer of the Corporation. He
shall be the chief executive officer of the Corporation and shall direct,
coordinate and control the Corporation's business and activities and its
operating expenses and capital expenditures, shall have general authority to
exercise all the powers necessary for the chief executive officer of the
Corporation and shall perform such other duties and have such other powers as
may be prescribed by the Board of Directors or these By-Laws, all in accordance
with basic policies as established by and subject to the control of the Board of
Directors. He shall preside at all meetings of the Board of Directors at which
he is present. In the absence or disability of the Chairman of the Board and
Chief Executive Officer, his duties shall be performed and his authority may be
exercised by a director designated for this purpose by the Board of Directors.
6.8 VICE CHAIRMEN OF THE BOARD
The Vice Chairmen of the Board shall be members of the Board of
Directors and officers of the Corporation and shall perform such duties and have
such powers as may be prescribed by the Board of Directors by the Chairman of
the Board and Chief Executive Officer or these By-Laws.
6.9 PRESIDENT AND CHIEF OPERATING OFFICER
The President shall be an officer of the Corporation, and shall serve
as the chief operating officer, and shall perform such duties and have such
powers as may be prescribed by the Board of Directors, by the Chairman of the
Board and Chief Executive Officer, or by these By-Laws.
6.10 SENIOR EXECUTIVE VICE PRESIDENTS
The Senior Executive Vice Presidents of the Corporation shall perform
such duties and have such powers as may, from time to time, be assigned to them
by the Board of Directors, by the Chairman of the Board and Chief Executive
Officer, or by the President.
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6.11 EXECUTIVE VICE PRESIDENTS
The Executive Vice Presidents of the Corporation shall perform such
duties and have such powers as may, from time to time, be assigned to them by
the Board of Directors, by the Chairman of the Board and Chief Executive
Officer, or by the President.
6.12 SENIOR VICE PRESIDENTS
The Senior Vice Presidents of the Corporation shall perform such
duties and have such powers as may, from time to time, be assigned to them by
the Board of Directors, by the Chairman of the Board and Chief Executive
Officer, by the President, or by an Executive Vice President.
6.13 FIRST VICE PRESIDENTS
The First Vice Presidents of the Corporation shall perform such duties
and have such powers as may, from time to time, be assigned to them by the Board
of Directors, by the Chairman of the Board and Chief Executive Officer, by the
President, or by an Executive Vice President.
6.14 VICE PRESIDENTS
The Vice Presidents of the Corporation shall perform such duties and
have such powers as may, from time to time, be assigned to them by the Board of
Directors, by the Chairman of the Board and Chief Executive Officer, by the
President, or by an Executive Vice President.
6.15 SECRETARY
The Secretary shall attend to the giving of notice of all meetings of
stockholders and of the Board of Directors and committees thereof and shall keep
minutes of all proceedings at meetings of the stockholders and of the Board of
Directors at which he is present, as well as of all proceedings at all meetings
of such other committees of the Board of Directors at which he has served as
secretary and, where some other person has served as secretary thereto, the
Secretary shall maintain custody of the minutes of such proceedings. He shall
have charge of the corporate seal and he or any Assistant Secretary shall have
authority to attest any and all instruments or writings to which the same may be
affixed. He shall keep and account for all books, documents, papers and records
of the Corporation, except those for which some other officer or agent is
properly accountable. He shall generally perform all the duties usually
appertaining to the office of Secretary of a corporation and shall perform such
other duties and have such other powers as may be prescribed by the Board of
Directors or these By-Laws.
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The Board of Directors may give general authority to any other officer to affix
the seal of the Corporation and to attest the affixing by his signature.
6.16 ASSISTANT SECRETARY
The Assistant Secretary, or if there be more than one, the Assistant
Secretaries in the order determined by the Board of Directors, or if there be no
such determination, the Assistant Secretary designated by the Board of
Directors, shall, in the absence or disability of the Secretary, perform the
duties and exercise the powers of the Secretary and shall perform such other
duties and have such other powers as may be prescribed by the Board of Directors
or these By-Laws.
6.17 CHIEF FINANCIAL OFFICER
The Chief Financial Officer shall have responsibility for the
administration of the financial affairs of the Corporation and shall exercise
supervisory responsibility for the performance of the duties of the Treasurer
and the Controller. The Chief Financial Officer shall render to the Board of
Directors, at its regular meetings, or when the Board of Directors so requires,
an account of all of the transactions effected by the Treasurer and Controller
and of the financial condition of the Corporation. He shall generally perform
all the duties usually appertaining to the affairs of a Chief Financial Officer
of a corporation and shall perform such other duties and have such other powers
as my be prescribed by the Board of Directors or these By-Laws.
6.18 TREASURER
The Treasurer shall have the custody of the corporate funds and
securities and shall deposit all moneys, and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated
by the Board of Directors or other person duly authorized by the Board to so
designate. He shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements. If
required by the Board of Directors, he shall give the Corporation a bond, in
such sums and with such surety or sureties as shall be satisfactory to the Board
of Directors, for the faithful performance of the duties of his office and for
the restoration to the Corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control belonging
to the Corporation. Except as otherwise provided by the Board of Directors or
directed by the Chairman of the Board and Chief Executive Officer, the Treasurer
shall perform all other necessary acts and duties in connection with
administration of the financial affairs of the Corporation, shall generally
perform all duties appertaining to the office of treasurer of a corporation and
shall perform such other duties and have such other powers as may be prescribed
by the Board of Directors or these By-Laws.
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6.19 ASSISTANT TREASURER
The Assistant Treasurer, or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board of Directors, or if
there be no such determination, the Assistant Treasurer designated by the Board
of Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as may be prescribed by the Board of Directors
or these By-Laws.
6.20 CONTROLLER
The Controller shall prepare and have the care and custody of the
books of account of the Corporation. He shall keep a full and accurate account
of all moneys, received and paid on account of the Corporation, and shall render
a statement of his accounts whenever the Board of Directors shall require. He
shall generally perform all the duties usually appertaining to the affairs of
the Controller of a corporation and shall perform such other duties and have
such other powers as may be prescribed by the Board of Directors or these
By-Laws. When required by the Board of Directors, he shall give bonds for the
faithful discharge of his duties in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors for the faithful performance of
the duties of his office and for the restoration to the Corporation, in the case
of his death, resignation, retirement or Dean Witter Reynolds Inc. removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control and belonging to the Corporation.
6.21 ASSISTANT CONTROLLER
The Assistant Controller, or if there shall be more than one, the
Assistant Controllers in the order determined by the Board of Directors, or if
there be no such determination, the Assistant Controller designated by the Board
of Directors, shall, in the absence or disability of the Controller, perform the
duties and exercise the powers of the Controller and shall perform such other
duties and have such other powers as may be prescribed by the Board of Directors
of these By-Laws.
6.22 ADDITIONAL POWERS AND DUTIES
In addition to the foregoing especially enumerated duties and powers,
the several officers of the Corporation shall perform such other duties and
exercise such further powers as the Board of Directors may, from time to time,
determine, or as may be assigned to them by any superior officer.
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6.23 APPOINTED OFFICERS
Any group, division, department or other organizational component or
any function of the Corporation may establish positions identified as offices of
the respective organizational component or function. The incumbents of such
offices (herein referred to as "appointed officers") shall not constitute nor be
identified as officers of the Corporation. The titles of such offices shall in
all cases contain, as an integral part of the title, a reference to the proper
name of the organizational component or function within such office exists.
6.24 APPOINTMENT, TERM AND REMOVAL OF APPOINTED OFFICERS
Officers may be appointed by the Chief Executive Officer and by the
Chief Operating Officer, subject to the approval of the Chief Executive Officer
or his delegate. The Chief Executive Officer and the Chief Operating Officers
may, at any time, remove any appointed officer, without notice, or accept his
resignation. No term of office shall be established for any appointed officer.
6.25 DUTIES OF APPOINTED OFFICERS
An appointed officer shall perform such duties (not including duties
normally performed by an officer of the Corporation) as may, from time to time,
be assigned to him by the officer of the Corporation having management
responsibility for the organizational component or function to which such
appointed officer is assigned.
ARTICLE VII
STOCK AND TRANSFERS OF STOCK
7.1 STOCK CERTIFICATES
The stock of the Corporation shall be represented by certificates
signed by the Chairman of the Board and Chief Executive Officer or a Vice
President, and by the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer, and sealed with a seal of the Corporation.
7.2 TRANSFER OF STOCK
Registration of a transfer of stock shall be made on the books of the
Corporation only upon presentation by the person named in the certificate
evidencing such stock, or by an attorney lawfully constituted in writing, and
upon surrender and cancellation of such certificate, with duly executed
assignment and power of transfer endorsed thereon or attached
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thereto, and with such proof of the authenticity of the signature as the
Corporation or its agents may reasonably require.
7.3 LOST, STOLEN OR DESTROYED CERTIFICATES
In case any certificate of stock shall be lost, stolen or destroyed,
the Board of Directors, in its discretion, or any officer or officers thereunto
duly authorized by the Board of Directors, may authorize the issuance of a
substitute certificate in the place of the certificate so lost, stolen or
destroyed; provided, however, that, in each such case, the Corporation may
require the owner of the lost, stolen or destroyed certificate or his legal
representative, to give the Corporation evidence which the Corporation
determines in its discretion is satisfactory of the loss, theft or destruction
of such certificate and of the ownership thereof, and may also require a bond
sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate.
7.4 FIXING OF RECORD DATE
In order that the Corporation may determine the stockholders entitled
to notice of or to vote at any meeting of the stockholders, or any adjournment
thereof, or to express consent to corporate action in writing without a meeting,
or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix a record date which shall not be more
than sixty (60) nor less than ten (10) days before the date of such meeting, nor
more than sixty (60) days prior to any other action.
7.5 REGISTERED STOCKHOLDERS
The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and accordingly shall not
be bound to recognize any equitable or other claim or interest in such share on
the part of any other person, whether or not it shall have express or other
notice thereof, save as expressly provided by the laws of the State of Delaware.
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ARTICLE VIII
GENERAL PROVISIONS
8.1 SEAL
The seal of the Corporation shall have inscribed thereon the name of
the Corporation, the year of its organization and the state of its
incorporation.
8.2 FISCAL YEAR
The fiscal year of the Corporation shall be determined by the Board of
Directors.
ARTICLE IX
AMENDMENTS
The By-Laws may be altered, amended or repealed, from time to time, by
the Board of Directors, except as expressly prohibited in any By-Laws made
from time to time by holders of shares of stock entitled to vote thereon. The
By-Laws may be altered, amended or repealed at any annual or special meeting
of stockholders; provided notice of such proposed alteration, amendment or
repeal be included in the notice of such annual or special meeting.
