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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report May 17, 1995
(Date of earliest event reported)
THE CHASE MANHATTAN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-5945 13-2633613
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
1 Chase Manhattan Plaza, 10081
New York, New York (Zip Code)
(Address of principal executive offices)
(212) 552-2222
(Registrant's telephone number, including area code)
Not Applicable(Former name or former address, if changed
since last report)
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Item 5. Other Events
On May 17, 1995, The Chase Manhattan Corporation (the
"Company") adopted amendments to its By-Laws. The
amendments to the By-Laws, among other things, eliminate the
right of stockholders of 25% of the Company's Common Stock
to call special meetings, alter the time frame in which
stockholders must provide written notice to nominate a
person for election as a director, create a requirement that
stockholders who desire to propose items of business at a
meeting of stockholders provide advance written notice to
the Company and vest the presiding officer at a meeting of
stockholders with power to adjourn the meeting.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
(c) Exhibits
3(ii) By-Laws of the registrant, as amended May 17,1995,
together with the form of amendment to the By-Laws.
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
THE CHASE MANHATTAN CORPORATION
(Registrant)
By: /s/ Ronald C. Mayer
-----------------------
Ronald C. Mayer
Secretary
May 17, 1995
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EXHIBIT INDEX
Exhibit Document
3(ii) By-Laws of the registrant, as amended May 17,1995,
together with the form of amendment to the By-Laws.
52522
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BY-LAWS
of
THE CHASE MANHATTAN CORPORATION
ARTICLE I
Stockholders
Section 1.1. Annual Meeting. Except as otherwise
provided in the Certificate of Incorporation and these
By-Laws, an annual meeting of stockholders of the
Corporation for the election of Directors and for the
transaction of any other proper business shall be held at
the principal office of the Corporation in the City of New
York, State of New York or such other place within or
without the State of Delaware as the Board may designate, on
the third Tuesday in April in each year or on such earlier
or later date as the Board may designate, at such time of
the day as the Board shall appoint. If such day shall fall
on a legal holiday in the State of New York, such meeting
shall be held and the Directors elected on the next day
thereafter not such a legal holiday. If the annual meeting
for the election of Directors is not held on the date
designated therefor, the Directors shall cause the meeting
to be held as soon thereafter as convenient.
Section 1.2. Special Meetings. A special meeting of
stockholders of the Corporation may be called by the Board,
the Chairman of the Board, or the President.
Section 1.3. Notice of Meetings. Whenever stockholders
are required or permitted to take any action at a meeting, a
written notice of the meeting shall be given which shall
state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which
the meeting is called.
Unless otherwise provided by law, the written notice of
any meeting shall be given, personally or by mail, not less
than ten nor more than fifty days before the date of the
meeting, to each stockholder entitled to vote at such
meeting. If mailed, notice shall be deemed given when
deposited in the United States mail, postage prepaid,
directed to the stockholder at his address as it appears on
the records of the Corporation.
When a meeting is adjourned to another time or place,
notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting at which
the adjournment is taken. At the adjourned meeting the
Corporation may transact any business which might have been
transacted at the original meeting. If, however, the
adjournment is for more than thirty 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 the meeting.
Any previously scheduled meeting of the stockholders may be
postponed, and (unless the Certificate of Incorporation
otherwise provides) any special meeting of the stockholders
may be cancelled, by resolution of the Board upon public
notice given prior to the date previously scheduled for such
meeting of stockholders.
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Section 1.4. Quorum. Except as otherwise provided by law
or by the Certificate of Incorporation in respect of the
vote of holders of stock that shall be required for a
specified action (in which case the holders of the
percentage of stock required for such specified action
shall constitute a quorum), at any meeting of stockholders
the holders of a majority of the outstanding stock entitled
to vote thereat, either present or represented by proxy,
shall constitute a quorum for the transaction of any
business, but, in every case, the presiding officer at the
meeting, or the stockholders present, although less than a
quorum, may adjourn the meeting to another time or place
and, except as provided in the last paragraph of Section
1.3 of these By-Laws, notice need not be given of the
adjourned meeting.
Section 1.5. Presiding Officer and Secretary. At every
meeting of stockholders the Chairman of the Board, or in
his absence the President, or in their absence a Vice
Chairman of the Board, shall preside. In the absence of all
said officers, any other officer of the Corporation present
shall call such meeting to order and preside. The
Secretary, or in his absence the appointee of the presiding
officer of the meeting, shall act as secretary of the
meeting.
Section 1.6. Vote of Stockholders. Any action required
or permitted to be taken by the holders of the Common Stock
of the Corporation must be effected at a duly called annual
or special meeting of such holders and may not be effected
by any consent in writing by such holders other than a
written consent at such a meeting.
Whenever the vote of holders of shares of any class or
series other than Common Stock at a meeting thereof is
required or permitted to be taken for or in connection with
any corporate action, the meeting and vote of such holders
may be dispensed with if such action is taken with the
written consent of such holders having a majority of the
total number of votes which might have been cast for or in
connection with the proposed corporate action if a meeting
were held; provided that in no case shall the written
consent by such holders be by holders having less than the
minimum percentage of the vote required by statute for such
action, and provided that prompt notice is given to all
such holders of the taking of corporate action without a
meeting and by less than unanimous written consent.
Except as otherwise provided by law or by the
Certificate of Incorporation, each holder of record of
stock of the Corporation entitled to vote on any matter at
any meeting of stockholders shall be entitled to one vote
for each share of such stock standing in the name of such
holder on the stock ledger of the Corporation on the record
date for the determination of the stockholders entitled to
vote at the meeting. The vote for Directors shall be by
written ballot, but otherwise the method of voting and the
manner in which votes are counted shall be discretionary
with the presiding officer at the meeting.
Whenever Directors are to be elected at a meeting, they
shall be elected by a plurality of the votes cast at the
meeting by the holders of stock entitled to vote thereat.
Whenever any corporate action, other than the election of
Directors, is to be taken by vote of stockholders at a
meeting, it shall, except as otherwise required by law or
by the Certificate of Incorporation or by these By-Laws, be
authorized by a majority of the votes cast at the meeting
by the holders of stock entitled to vote thereat.
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Section 1.7. Judges of Election. The Board may at any
time appoint two or more persons to serve as Judges of
Election at any meeting of stockholders to act as judges
and tellers with respect to all votes by ballot at such
meeting. If any Judge appointed be absent or refuse to act,
or if his office become vacant and not be filled by the
Board, if a majority of the Judges be present, they may
act, otherwise, or if there be a failure to elect or
appoint Judges, the presiding officer of the meeting may
appoint one or more Judges for such meeting. No Director or
officer of the Corporation shall be eligible for election
or appointment as Judge. The Judges appointed to act at any
meeting of the stockholders, before entering upon the
discharge of their duties, shall be sworn faithfully to
execute the duties of Judges at such meeting with strict
impartiality, and according to the best of their ability,
and the oath so taken shall be subscribed by them.
Section 1.8. Nature of Business. Except as otherwise
provided in Article II, Section 2.10 of these By-Laws or by
applicable law, the only items of business which shall be
conducted at any meeting of stockholders shall (i) have
been specified in the written notice of the meeting (or any
supplement thereto) given in accordance with Article I,
Section 1.3 of these By-Laws, (ii) be brought before the
meeting at the direction of the Board or the chairman of
the meeting, (iii) have been submitted to the Corporation
in compliance with the provisions of Rule 14a-8 under the
Securities Exchange Act of 1934, as amended, or (iv) in
the case of annual meetings of stockholders, be brought
by a stockholder in accordance with the provisions of this
Section 1.8. Any stockholder who shall be a stockholder of
record on the record date for an annual meeting of
stockholders and who shall continue to be entitled to vote
thereat may propose an item or items of business at the
meeting only if written notice of such stockholder's
intent to propose such item or items of business has
been given, either by personal delivery or by United
States mail, postage prepaid, to the Secretary of the
Corporation not less than ninety days nor more than one
hundred twenty days prior to the date one year after the
date of the immediately preceding annual meeting of
stockholders; provided, however, that in the event that the
annual meeting is called for a date that is not within
thirty days before or after such anniversary date, notice
by the stockholder in order to be timely must be so
received not later than the close of business on the tenth
day following the day on which such notice of the date of
the annual meeting was mailed or such public disclosure of
the date of the annual meeting was made, whichever first
occurs. Each such notice shall set forth: (a) the name
and address of the stockholder who intends to propose an
item or items of business at the meeting; (b) a
representation that the stockholder is a holder of record
of stock of the Corporation entitled to vote at such
meeting and intends to appear in person or by proxy at the
meeting to propose the item or items of business specified
in the notice; (c) a description of all arrangements or
understandings between the stockholder and any other person
or persons (naming such person or persons) pursuant to
which the item or items of business is to be made by the
stockholder; and (d) such other information regarding each
item of business proposed by such stockholder as would be
required to be included in a proxy statement filed pursuant
to the proxy rules of the Securities and Exchange
Commission, had the item of business been proposed, or
intended to be proposed, by the Board. The presiding
officer at the meeting may refuse to acknowledge any item
of business not made in compliance with the foregoing
procedure.
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ARTICLE II
Directors
Section 2.1. Number, Election and Terms of Directors.
Except as otherwise fixed pursuant to the provisions of the
Certificate of Incorporation relating to the rights of the
holders of any class or series of stock having a preference
over the Common Stock as to dividends or upon liquidation
to elect additional Directors under specified
circumstances, the number of Directors constituting the
Board of Directors (herein called the "Board") shall be
such number as is fixed from time to time by resolution
adopted by a majority of the Directors then in office, but
in no event shall be less than three. The Directors, other
than those who may be elected by the holders of any class
or series of stock having a preference over the Common
Stock as to dividends or upon liquidation, shall be
classified, with respect to the time for which they
severally hold office, into three classes, as nearly equal
in number as possible, one class to hold office initially
for a term expiring at the 1987 Annual Meeting of
Stockholders, another class to hold office initially for a
term expiring at the 1988 Annual Meeting of Stockholders,
and another class to hold office initially for a term
expiring at the 1989 Annual Meeting of Stockholders, with
the members of each class to hold office until their
successors have been duly elected and qualified. At each
annual meeting of stockholders following such initial
classification and election, the successors to the class of
Directors whose term expires at that meeting shall be
elected to hold office for a term expiring at the annual
meeting of stockholders held in the third year following
the year of their election and until their successors have
been duly elected and qualified.
Section 2.2. Newly Created Directorships and Vacancies.
Except as otherwise fixed pursuant to the provisions of the
Certificate of Incorporation relating to the rights of the
holders of any class or series of stock having a preference
over the Common Stock as to dividends or upon liquidation
to elect Directors under specified circumstances, newly
created directorships resulting from any increase in the
authorized number of Directors and any vacancies on the
Board resulting from death, resignation, retirement,
disqualification, removal from office or other cause shall
be filled by a majority vote of the Directors then in
office, and Directors so chosen shall hold office for a
term expiring at the next annual meeting of stockholders at
which the term of the class to which they have been elected
expires. No decrease in the number of Directors
constituting the Board shall shorten the term of any
incumbent Director.
Section 2.3. Place of Meetings. Meetings of the Board,
regular or special, shall be held at the principal office
of the Corporation in the City of New York, State of New
York, or at such other place within or without the State of
New York as may be fixed by resolution of the Board.
Section 2.4. Annual Organization Meeting. An annual
organization meeting of the Board shall be held at the time
of the next regular meeting of the Board after each annual
election of Directors unless another time be fixed by
resolution of the Board. No notice of such meeting need be
given. Any business may be transacted at such annual
organization meeting.
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Section 2.5. Regular Meetings. The Board may fix times
for regular meetings of the Board and no notice of such
meetings need be given. Any business may be transacted at
any regular meeting.
Section 2.6. Special Meetings, Notice and Waiver of
Notice. Special meetings of the Board shall be held
whenever called by the Chairman of the Board or the
President or a Vice Chairman of the Board or a Vice
Chairman or any three Directors, provided, however, that a
Vice Chairman shall not call a special meeting unless one
of the purposes of the meeting is to appoint one or more
officers or Directors to fill vacancies resulting from
disability, death or other cause. Notice of each such
special meeting shall be mailed postage prepaid to each
Director, addressed to him at his residence or usual place
of business or other address filed by him with the
Secretary for such purpose, or shall be sent to him by
telegraph, cable or wireless, or shall be delivered or
given to him personally or by telephone, not later than the
second day preceding the day on which the meeting is to be
held. Such notice need not state the purposes of the
meeting. Any business may be transacted at any special
meeting. Waiver of notice in writing by any Director of any
special meeting of the Board, whether prior or subsequent
to such meeting, or attendance at such meeting by any
Director, shall be equivalent to notice to such Director of
such meeting.
Section 2.7. Quorum and Manner of Acting. Except as
otherwise required by law, the Certificate of Incorporation
or these By-Laws, one-third of the whole Board shall
constitute a quorum for the transaction of any business at
any meeting of the Board and the act of a majority of the
Directors present at a meeting at which a quorum is present
shall be the act of the Board. In the absence of a quorum a
majority of the Directors present may adjourn any meeting
from time to time until a quorum is present and no notice
of any adjourned meeting need be given other than by
announcement at the meeting which is being adjourned. At
any such adjourned meeting at which a quorum is present,
any business may be transacted which might have been
transacted at the meeting as originally called.
Section 2.8. Written Consent of Directors in Lieu of a
Meeting. Any action required or permitted to be taken at
any meeting of the Board or of any Committee thereof may be
taken without a meeting, if all members of the Board or of
such 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 or Committee.
Section 2.9. Compensation of Directors. Directors who
are not officers of the Corporation shall receive such
compensation as may be fixed by the Board for service on
the Board or any Committee of the Board.
Section 2.10. Stockholder Nomination of Director Candida
tes. Subject to the rights of holders of any class or
series of stock having a preference over the Common Stock
as to dividends or upon liquidation, nominations for the
election of Directors may be made by the Board or a
committee appointed by the Board or by any stockholder
entitled to vote in the election of Directors generally.
However, any stockholder entitled to vote in the election
of Directors generally may nominate one or more persons for
election as Directors at a meeting only if written notice
of such stockholder's intent to make such nomination or
nominations has been given, either by personal delivery or
by United States mail, postage prepaid, to the
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Secretary of the Corporation (i) with respect to an
election to be held at an annual meeting of stockholders,
not less than ninety days nor more than one hundred twenty
days prior to the date one year after the date of the
immediately preceding annual meeting of stockholders,
provided, however, that in the event that the annual
meeting is called for a date that is not within thirty days
before or after such anniversary date, notice by the
stockholder in order to be timely must be so received not
later than the close of business on the tenth day following
the day on which such notice of the date of the annual
meeting was mailed or such public disclosure of the date of
the annual meeting was made, whichever first occurs and
(ii) with respect to an election to be held at a special
meeting of stockholders for the election of Directors, not
later than the close of business on the tenth day following
the date on which notice of such meeting is first given to
stockholders. Each such notice shall set forth: (a) the
name and address of the stockholder who intends to make the
nomination and of the person or persons to be nominated;
(b) a representation that the stockholder is a holder of
record of stock of the Corporation entitled to vote at such
meeting and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the
notice; (c) a description of all arrangements or
understandings between the stockholder and each nominee and
any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be
made by the stockholder; (d) such other information
regarding each nominee proposed by such stockholder as
would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange
Commission, had the nominee been nominated, or intended to
be nominated, by the Board; and (e) the consent of each
nominee to serve as a Director of the Corporation, if so
elected. The presiding officer at the meeting may refuse to
acknowledge the nomination of any person not made in
compliance with the foregoing procedure.
Section 2.11. Removal. Subject to the rights of the
holders of any class or series of stock having a preference
over the Common Stock as to dividends or upon liquidation
to elect Directors under specified circumstances, any
Director or Directors may be removed from office at any
time, but only for cause and only by the affirmative vote
of (i) the holders of at least 75% of the voting power of
the then outstanding shares of stock of the Corporation
entitled to vote generally in the election of Directors,
voting together as a single class, or (ii) a majority of
the Board.
ARTICLE III
Committees of the Board
Section 3.1. Executive Committee. There shall be an
Executive Committee, consisting of the Chairman of the
Board, the President and each Vice Chairman of the Board,
who shall be ex-officio members, any other Director who is
an officer of the Corporation or of any subsidiary of the
Corporation who the Board may, in its discretion, designate
an ex-officio member, and at least six additional Directors
appointed by the Board. The Board may designate one or more
other Directors as alternate members of the Executive
Committee, who may replace any absent or disqualified
member, other than an ex-officio member, at any meeting of
the Executive Committee. The Chairman of the Board shall
preside at meetings of the Executive Committee.
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The Executive Committee shall exercise such powers as may
be assigned to it by the Board and may consider and make
recommendations to the Board in respect of any matters
relating to the affairs of the Corporation.
Meetings of the Executive Committee shall be held at such
times and places as the Executive Committee shall determine
or upon call of the Chairman of the Board or the President.
One-third of the members of the Executive Committee,
including at least one ex-officio member and three members
who are not officers of the Corporation or of any
subsidiary, shall constitute a quorum.
Section 3.2. Other Committees. The Board may from time
to time, by resolution adopted by a majority of the whole
Board, designate one or more other Committees, each
Committee to consist of two or more Directors of the
Corporation. The Board may designate one or more Directors
as alternate members of any such Committee, who may replace
any absent or disqualified member at any meeting of such
Committee. Any such Committee shall exercise such powers as
may be assigned to it by the Board.
Section 3.3. Committee Rules; Quorum; Manner of Acting.
Each Committee may adopt rules consistent with these
By-Laws governing the method of calling and time and place
of holding its meetings. One-half of any Committee for
which a quorum is not otherwise set forth in these By-Laws
shall constitute a quorum for the transaction of business,
unless the Board shall otherwise provide, and the act of a
majority of the members of such Committee present at a
meeting at which a quorum is present shall be the act of
such Committee.
ARTICLE IV
Officers
Section 4.1. Titles. The officers of the Corporation
shall be a Chairman of the Board, a President, one or more
Vice Chairmen of the Board, one or more Vice Chairmen, one
or more Vice Presidents, a Secretary and such other
officers as may be appointed at any time or from time to
time by the Board. The Board may by resolution delegate to
the Executive Committee of the Board and to such officers
as the Board may designate authority to appoint officers
below the Senior Vice President, or equivalent, level,
assign powers and duties to any officer below the Executive
Vice President, or equivalent, level, rescind or terminate
the appointment of any officer below the Executive Vice
President, or equivalent, level, and accept the resignation
of any officer. Any one or more Vice Presidents may be
designated Senior Executive Vice President, Executive Vice
President or Senior Vice President. One person may hold any
two or more offices and perform the duties thereof.
Section 4.2. Appointment, Term and Compensation of
Officers. The Chairman of the Board, the President, each
Vice Chairman of the Board, and each Vice Chairman shall be
appointed by the Board to hold office until the next annual
organization meeting of the Board and until their
successors are appointed and qualified. The term of office
of all other officers shall be at the pleasure of the
Board. The compensation of all officers of the Corporation
shall be fixed by resolution of the Board, except that the
Board may authorize the Chairman of the Board, the
President and each Vice Chairman of the Board each to fix
and to delegate to such
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other officers as the Board may designate authority to
fix any compensation of any person in any official position
level not above a level specified by the Board.
Section 4.3. Chairman of the Board and President. The
Chairman of the Board shall be the chief executive officer
of the Corporation and shall have the responsibility for
carrying out the policies of the Board and, subject to the
direction of the Board, shall have general supervision over
the business and affairs of the Corporation. The President
shall be the chief operating officer of the Corporation and
shall perform all duties incident to the office of the
President. The President shall have general supervision
over the operations of the Corporation, subject to the
direction of the Board and of the Chairman of the Board.
The Chairman of the Board shall preside at all meetings of
the Board and of the stockholders. In the absence of the
Chairman of the Board, the President shall preside at
meetings of the Board and of the Executive Committee and of
the stockholders. The Chairman of the Board and the
President shall have such other powers and perform such
other duties as are prescribed by these By-Laws and as
usually pertain to their respective offices and as may be
assigned to them at any time or from time to time by the
Board.
Section 4.4. Vice Chairmen of the Board and Vice
Chairmen. Each Vice Chairman of the Board and each Vice
Chairman shall have such powers and perform such duties as
are prescribed by these By-Laws and as usually pertain to
his office and as may be assigned to him at any time or
from time to time by the Board or the Chairman of the Board
or the President. In the event of the absence or disability
of the Chairman of the Board and the President, the Vice
Chairman of the Board designated by the Chairman of the
Board or the President shall act in their place and assume
their duties, including duties assigned to them in these
By-Laws.
Section 4.5. Vice Presidents. Each Vice President shall,
upon request, advise and assist the Chairman of the Board
and the President in managing the Corporation and shall
have such other powers and perform such other duties as
usually pertain to his office and as may be assigned to him
at any time or from time to time by the Board or the
Chairman of the Board or the President.
Section 4.6. Secretary. The Secretary shall act as
Secretary of the Board and as Secretary at meetings of the
stockholders and, in general, shall have charge of all
records of the Corporation relating to its organization and
corporate action and shall have power to certify the
contents thereof, and shall have such other powers and
perform such duties as usually pertain to his office and as
may be assigned to him at any time or from time to time by
the Board or the Chairman of the Board or the President.
Section 4.7. Other Officers. Other officers and
assistant officers appointed by the Board shall have such
powers and perform such duties as usually pertain to their
respective offices and as may be assigned to them at any
time or from time to time by the Board or the Chairman of
the Board or the President.
<PAGE> 9
ARTICLE V
Capital Stock
Section 5.1. Certificates; Transfer Agents and
Registrars. Certificates for stock of the Corporation shall
be in such form as shall be approved by the Board and shall
be signed in the name of the Corporation by the Chairman of
the Board and/or the President and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant
Treasurer. Such certificates may be sealed with the seal of
the Corporation or a facsimile thereof, engraved, stamped
or printed, and shall contain such information as is
required by law to be stated thereon. If any stock
certificate is countersigned by a transfer agent or
registrar other than the Corporation or its employee, any
other signature on the certificate may be a facsimile,
engraved, stamped or printed. In case any officer, transfer
agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.
Section 5.2. Transfers of Stock. Transfers of stock of
the Corporation shall be made on the books of the
Corporation by the registered holder thereof or by his
attorney thereunto authorized by power of attorney duly
executed, and on surrender of the certificate or
certificates for such stock properly endorsed or
accompanied by a proper instrument of transfer. The Board
may make such additional rules and regulations as it may
deem expedient concerning the issue, registration and
transfer of certificates for stock of the Corporation and
may appoint one or more banks or trust companies, including
any banking subsidiary of the Corporation, as transfer
agents and registrars of the stock of the Corporation and
require all certificates to bear the signatures thereof.
The Corporation shall be entitled to treat the holder of
record of any stock as the owner thereof in fact.
Section 5.3. Stockholder Record Date. In order that the
Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of 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 may
fix, in advance, a record date, which shall not be more
than sixty nor less than ten days before the date of such
meeting, nor more than sixty days prior to any other
action. Only such stockholders as shall be stockholders of
record on the date so fixed shall be entitled to notice of,
and to vote at, such meeting and any adjournment thereof,
or to give such consent, or to receive payment of such
dividend or other distribution, or to exercise such rights
in respect of any such change, conversion or exchange of
stock, or to participate in such action, as the case may
be, notwithstanding any transfer of any stock on the books
of the Corporation after any record date so fixed.
A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall
apply to any adjournment of the meeting; provided, however,
that the Board may fix a new record date for the adjourned
meeting.
<PAGE> 10
ARTICLE VI
Seal
Section 6.1. Seal. The Seal of the Corporation shall be
in such form as may be approved from time to time by the
Board and said seal, or a facsimile thereof, may be
imprinted or affixed by any process or in any manner
reproduced. The Secretary and any other officers authorized
by resolution of the Board shall be empowered to use and
attest the corporate seal on all documents.
ARTICLE VII
Miscellaneous
Section 7.1. Checks, Notes, Drafts, Etc. Checks, notes,
drafts, acceptances, bills of exchange and other orders or
obligations for the payment of money shall be signed by
such officer or officers or person or persons as the Board
by resolution shall from time to time designate.
Section 7.2. Shares of Other Corporations. The President,
or in his absence the Chairman of the Board, or in the
absence of both any Vice Chairman of the Board or Vice
Chairman is authorized to vote, represent and exercise on
behalf of the Corporation all rights incident to any and
all shares of any other corporation or corporations
standing in the name of the Corporation. The authority
herein granted to said officer to vote or represent on
behalf of the Corporation any and all shares held by the
Corporation in any other corporation or corporations may be
exercised either by said officer in person or by any person
authorized so to do by proxy or power of attorney duly
executed by said officer. Notwithstanding the above,
however, the Board, in its discretion, may designate by
resolution any additional person to vote or represent said
shares of other corporations.
ARTICLE VIII
Indemnification
Section 8.1. Right to Indemnification. The right of a
Director or officer to indemnification or to the repayment
or advancement of expenses pursuant to this Article and
Section 7 of the Certificate of Incorporation is a contract
right pursuant to which the person entitled thereto may
bring suit as if the provisions hereof were set forth in a
separate written contract between the Corporation and the
Director or officer and shall continue to exist after the
rescission, alteration, modification or repeal hereof with
respect to any act or omission occurring prior thereto. The
right of a Director or officer to indemnification provided
by this Article or Section 7 of the Certificate of
Incorporation shall continue after such person has ceased
to be a Director or officer of the Corporation and shall
inure to the benefit of such person's heirs, executors,
administrators and legal representatives. The Corporation's
obligation to indemnify a Director or officer pursuant to
this Article and Section 7 of the Certificate of
Incorporation in connection
<PAGE> 11
with a proceeding initiated by such person shall exist
only if the proceeding was authorized by the Board of
Directors of the Corporation.
Section 8.2. Procedure for Requesting Indemnification. To
obtain indemnification hereunder a Director or officer
shall submit to the Secretary of the Corporation a written
request to be indemnified as soon as practicable after any
claim is made against him or her for which indemnification
is sought. Such request shall include documentation and
information reasonably available to the person and
reasonably necessary to determine whether and to what
extent such person is entitled to indemnification. In
addition, the person shall give the Corporation such
cooperation as it may reasonably require.
Section 8.3. Prepayment of Expenses. The Corporation
shall pay all reasonable expenses including attorney's fees
incurred by a Director or officer in connection with any
action, suit or proceeding referred to in Section 7 of the
Certificate of Incorporation in advance of its final
disposition, provided, however, that if the Delaware
General Corporation Law requires, such payment shall be
made only upon receipt of a written undertaking by or on
behalf of the Director or officer to repay all amounts
advanced if it should be determined that the Director or
officer is not entitled to be indemnified under this
Article or otherwise. In addition, such officer or Director
shall give the Corporation such information and cooperation
in connection with such proceeding as it may reasonably
require.
Section 8.4. Claims. If a request for indemnification or
for the repayment or advancement of expenses under this
Article is not paid in full within 60 days after a written
claim reasonably evidencing the expenses has been received
by the Corporation, the claimant may thereafter bring suit
against the Corporation to recover the unpaid amount of
such claim and, if successful in whole or in part, shall be
entitled also to be paid the expenses of prosecuting such
claim. In any such action the Corporation shall have the
burden of proving that the claimant was not entitled to the
requested indemnification or repayment or advancement of
expenses under applicable law. 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 or repayment or advancement of expenses
to the claimant is proper in the circumstances, nor an
actual determination by the Corporation (including its
Board of Directors, independent legal counsel or its
stockholders) that the claimant is not entitled to
indemnification or to the repayment or advancement of
expenses, shall be a defense to the action or create a
presumption that the claimant is not so entitled.
Section 8.5. Agreements. The Corporation is authorized
to enter into agreements with any of its Directors,
officers, employees or agents extending rights to
indemnification and advancement of expenses to such person
to the fullest extent permitted by applicable law.
Section 8.6. Non-Exclusivity of Rights. The rights
conferred on any person by this Article shall not be
exclusive of any other rights to which such person may be
entitled under any statute, any provision of the
Certificate of Incorporation or these By-Laws, any
agreement, any vote of stockholders or disinterested
Directors, or otherwise.
<PAGE> 12
Section 8.7. Amendment or Repeal. Any repeal or
modification of the foregoing provisions of this Article
VIII shall not adversely affect any right or protection of
a Director or officer of the Corporation existing hereunder
with respect to any act or omission occurring prior to, or
at the time of, such repeal or modification.
Section 8.8. Severability. In case any provision in this
Article shall be determined at any time to be unenforceable
in any respect, the other provisions shall not in any way
be affected or impaired thereby, and the affected provision
shall be given the fullest possible enforcement in the
circumstances for the benefit of the person to be
indemnified.
ARTICLE IX
Amendments
Section 9.1. Amendments. These By-Laws or any of them
may be altered, amended or repealed, or new By-Laws may be
adopted, from time to time, by the Board at any regular or
special meeting thereof by vote of a majority of the
Directors then in office.
52533
<PAGE> 13
THE CHASE MANHATTAN CORPORATION
BY-LAW AMENDMENTS
1. Article I, Section 1.2 of the By-Laws shall be amended
to read in its entirety as follows:
Section 1.2. Special Meetings. A special meeting of
stockholders of the Corporation may be called by the
Board, the Chairman of the Board, or the President.
2. Section 1.3 of the By-Laws shall be amended by adding
the following sentence to the end of the third paragraph thereof:
Any previously scheduled meeting of the stockholders
may be postponed, and (unless the Certificate of
Incorporation otherwise provides) any special meeting
of the stockholders may be cancelled, by resolution of
the Board upon public notice given prior to the date
previously scheduled for such meeting of stockholders.
3. Section 1.4 of the By-Laws shall be amended by adding
the phrase "the presiding officer at the meeting, or" prior to
the phrase "the stockholders present, although less than a
quorum".
4. A new Section 1.8 shall be added to Article I of the By-
Laws and shall read in its entirety as follows:
Section 1.8. Nature of Business. Except as otherwise
provided in Article II, Section 2.10 of these By-Laws
or by applicable law, the only items of business which
shall be conducted at any meeting of stockholders
shall (i) have been specified in the written notice of
the meeting (or any supplement thereto) given in
accordance with Article I, Section 1.3 of these By-
Laws, (ii) be brought before the meeting at the
direction of the Board or the chairman of the meeting,
(iii) have been submitted to the Corporation in compliance
with the provisions of Rule 14a-8 under the Securities
Exchange Act of 1934, as amended, or (iv) in the case
of annual meetings of stockholders, be brought by a
stockholder in accordance with the provisions of this
Section 1.8. Any stockholder who shall be a stockholder
of record on the record date for an annual meeting of
stockholders and who shall continue to be entitled to
vote thereat may propose an item or items of business
at the meeting only if written notice of such
stockholder's intent to propose such item or items of
business has been given, either by personal delivery
or by United States mail, postage prepaid, to the
Secretary of the Corporation not less than ninety days
nor more than one hundred twenty days prior to the
date one year after the date of the immediately
preceding annual meeting of stockholders; provided,
however, that in the event that the annual meeting is
called for a date that is not within thirty days
before or after such anniversary date, notice by the
stockholder in order to be timely must be so received
not later than the close of business on the tenth day
following the day on which such notice of the date of
the annual meeting was mailed or such public
disclosure of the date of the annual meeting
<PAGE> 14
was made, whichever first occurs. Each such notice
shall set forth: (a) the name and address of the
stockholder who intends to propose an item or items of
business at the meeting; (b) a representation that the
stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting
to propose the item or items of business specified in
the notice; (c) a description of all arrangements or
understandings between the stockholder and any other
person or persons (naming such person or persons)
pursuant to which the item or items of business is to
be made by the stockholder; and (d) such other
information regarding each item of business proposed
by such stockholder as would be required to be
included in a proxy statement filed pursuant to the
proxy rules of the Securities and Exchange Commission,
had the item of business been proposed, or intended to
be proposed, by the Board. The presiding officer at
the meeting may refuse to acknowledge any item of
business not made in compliance with the foregoing
procedure.
5. Article II, Section 2.10 of the By-Laws shall be
amended to read in its entirety as follows:
Section 2.10. Stockholder Nomination of Director
Candidates. Subject to the rights of holders of any
class or series of stock having a preference over the
Common Stock as to dividends or upon liquidation,
nominations for the election of Directors may be made
by the Board or a committee appointed by the Board or
by any stockholder entitled to vote in the election of
Directors generally. However, any stockholder entitled
to vote in the election of Directors generally may
nominate one or more persons for election as Directors
at a meeting only if written notice of such
stockholder's intent to make such nomination or
nominations has been given, either by personal
delivery or by United States mail, postage prepaid, to
the Secretary of the Corporation (i) with respect to
an election to be held at an annual meeting of
stockholders, not less than ninety days nor more than
one hundred twenty days prior to the date one year
after the date of the immediately preceding annual
meeting of stockholders, provided, however, that in
the event that the annual meeting is called for a date
that is not within thirty days before or after such
anniversary date, notice by the stockholder in order
to be timely must be so received not later than the
close of business on the tenth day following the day
on which such notice of the date of the annual meeting
was mailed or such public disclosure of the date of
the annual meeting was made, whichever first occurs
and (ii) with respect to an election to be held at a
special meeting of stockholders for the election of
Directors, not later than the close of business on the
tenth day following the date on which notice of such
meeting is first given to stockholders. Each such
notice shall set forth: (a) the name and address of
the stockholder who intends to make the nomination and
of the person or persons to be nominated; (b) a
representation that the stockholder is a holder of
record of stock of the Corporation entitled to vote at
such meeting and intends to appear in person or by
proxy at the meeting to nominate the person or persons
specified in the notice; (c) a description of all
arrangements or understandings between the stockholder
and each nominee and any other person or persons
(naming such person or persons) pursuant to which the
nomination or nominations are to be made by the
stockholder; (d) such other information regarding each
nominee proposed by such stockholder as would be
required to be included in a
<PAGE> 15
proxy statement filed pursuant to the proxy rules of
the Securities and Exchange Commission, had the
nominee been nominated, or intended to be nominated,
by the Board; and (e) the consent of each nominee to
serve as a Director of the Corporation, if so elected.
The presiding officer at the meeting may refuse to
acknowledge the nomination of any person not made in
compliance with the foregoing procedure.
52507
