SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) December 17, 1998
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The Chubb Corporation
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(Exact name of Registrant as Specified in Charter)
New Jersey 1-8661 13-2595722
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
15 Mountain View Road
P.O. Box 1615, Warren, New Jersey 07061
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code 908-903-2000
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other Events.
On December 11, 1998, the Board of Directors of The Chubb Corporation
adopted amendments and additions to the following By-law provision: Article III,
amended Section 2; added Sections 9 and 10.
A copy of the amended By-laws are attached hereto as Exhibit 1.
2
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE CHUBB CORPORATION
By: /s/ Robert Rusis
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Name: Robert Rusis
Title: Senior Vice President and
General Counsel
December 17, 1998
EXHIBIT INDEX
Exhibit No. Description Page
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1 By-Laws of The Chubb Corporation
3
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By-Laws
of
THE CHUBB CORPORATION
Incorporated under the Laws of the State of New Jersey
ADMINISTRATIVE OFFICES
15 Mountain View Road, P.O. Box 1615
Warren, N.J. 07061-1615
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REVISED TO DECEMBER 11, 1998
<PAGE>
BY-LAWS
Of
THE CHUBB CORPORATION
ARTICLE I
OFFICES
Section 1. The Corporation shall maintain a registered office in the
State of New Jersey as required by law. The Corporation may also have offices in
such other places as the Board of Directors may from time to time appoint or as
the business of the Corporation may require.
ARTICLE II
SEAL
Section 1. The seal of the Corporation shall be circular in form and
shall have the name of the Corporation on the circumference and the words and
numerals "Corporate Seal 1967 New Jersey" in the center.
ARTICLE III
MEETINGS OF STOCKHOLDERS
Section 1. Meetings of the stockholders of the Corporation shall be
held at such places in the State of New Jersey or in the City of New York, State
of New York, as may from time to time be designated by the Board of Directors
and stated in the Notice of Meeting.
Section 2. The Annual Meeting of the Stockholders of the Corporation
shall be held on such day in the month of April of each year, or such other
month of the year, as shall be designated by the Board of Directors and as
stated in the Notice of Meeting, for the election of Directors and for the
transaction of such other business as may be brought before the meeting. Any
business which may properly be brought before a meeting of the stockholders may
be considered and transacted at the Annual Meeting.
<PAGE>
Section 3. Special meetings of the stockholders may be called on the
order of the Chairman, of the Chairman of the Executive Committee, if any, of a
majority of the Board of Directors or of the holder or holders of fifty percent
or more of the issued and outstanding Common Stock of the Corporation.
Section 4. Written notice of all meetings of the stockholders shall be
mailed to or delivered to each stockholder at least ten days prior to the
meeting. Notice of any special meeting shall state in general terms the purposes
for which the meeting is to be held.
Section 5. The holders of a majority of the issued and outstanding
shares of the Common Stock of the Corporation entitled to vote thereat, present
in person or represented by proxy, shall constitute a quorum for the transaction
of business at all meetings of the stockholders; but, if there be less than a
quorum, the holders of a majority of the stock so present or represented may
adjourn the meeting from time to time.
Section 6. At all meetings of the stockholders, every registered owner
of shares entitled to vote may vote in person or proxy and shall have one vote
for each such share standing in his name on the books of the Corporation.
Elections of directors need not be by ballot.
Section 7. The Chairman, or in his absence, the Vice Chairman, or in
his absence, the President, or in his absence, the Chairman of the Executive
Committee, if any, shall preside at all meetings of the stockholders; and, in
the absence of all the foregoing officers, the stockholders present shall elect
a Chairman by a plurality vote. The Chairman presiding at any meeting of
stockholders shall have the power to appoint two or more persons to act as
inspectors or tellers to receive, canvass and report the votes cast by the
stockholders at such meeting; but no candidate for the office of director shall
be appointed as inspector or teller at any meeting for the election of
directors.
Section 8. The Secretary of the Corporation shall act as secretary of
all meetings of the stockholders; and in his absence, the Chairman shall appoint
a person to act as secretary of the meeting.
<PAGE>
Section 9. (a) In order that the Corporation may determine the
stockholders entitled to give a written consent to any corporate action without
a meeting, the Board of Directors shall fix, in advance, a date as the record
date for stockholders entitled to give such consent, which record date shall be
not less than ten nor more than sixty days before the date fixed by the Board of
Directors for tabulation of such consents or, if no date has been fixed by the
Board of Directors for tabulation of such consents, more than sixty days before
the last day on which consents received may be counted.
(b) In order that the Board of Directors may fix the record date
referred to in Section 9(a) of this Article III, any stockholder who shall
desire to solicit written consents of stockholders to any corporate action
without a meeting shall deliver a notice thereof in writing to the Secretary of
the Corporation at the principal executive offices of the Corporation not less
than sixty nor more than ninety days prior to the date on which such stockholder
intends to first solicit any such written consent. Such notice shall set forth
(i) a brief description of the corporate action for which such stockholder
intends to solicit written consents and (ii) whether or not such a stockholder
intends to solicit written consents to such action from all stockholders who
would have been or would be entitled to vote at a meeting called to take such
action.
Section 10. (a) (i) The proposal of business by a stockholder to be
considered at an Annual Meeting of Stockholders, which proposal is not in the
form of a proposal requested by such stockholder to be included pursuant to Rule
14a-8 under the Securities Exchange Act of 1934 (the "Exchange Act") in the
Corporation's proxy statement for such Annual Meeting, and/or nominations of
persons for election to the Board of Directors of the Corporation at an Annual
Meeting of Stockholders may be made by a stockholder who was a stockholder of
record at the time of giving of notice provided for in Section 10(a) (ii) of
this Article III, who is entitled to vote at such Annual Meeting and who has
complied with the notice procedures set forth in said Section 10(a) (ii).
<PAGE>
(ii) For any such business and/or nominations to be properly brought
before an Annual Meeting by a stockholder, the stockholder must have given
timely notice thereof in writing to the Secretary of the Corporation and such
business must be a proper matter for stockholder action. To be timely, a
stockholder's notice shall be delivered to the Secretary of the Corporation at
the principal executive offices of the Corporation not less than ninety nor more
than one hundred twenty days prior to the first anniversary of the preceding
year's Annual Meeting; provided however, that in the event that the date of the
Annual Meeting is more than thirty days before or more than sixty days after
such anniversary date, notice by the stockholder to be timely shall be so
delivered not less than ninety days nor more than one hundred twenty days prior
to such Annual Meeting or ten days following the day on which public
announcement of the date of such meeting is first made. In no event shall the
public announcement of an adjournment of an Annual Meeting commence a new time
period for the giving of a stockholder's notice as described above. Such
stockholder's notice shall set forth (A) as to any such business that the
stockholder proposes to bring before the meeting, a brief description of such
business, the reasons for conducting such business at the meeting, any material
interest of such stockholder in such business and the beneficial owner, if any,
on whose behalf the proposal is made; (B) as to each person whom the stockholder
proposes to nominate for election as a director, all information relating to
such person that would be required to be disclosed in a solicitation of proxies
for the election of such person as a director pursuant to Regulation 14A under
the Exchange Act (including such person's written consent to being named in the
proxy statement as a nominee and to serving as a director if so elected); and
(C) as to the stockholder giving the notice and the beneficial owner, if any, on
whose behalf of the proposal or nomination is made (1) the name and address of
such stockholder, as they appear on the Corporation's books, and of such
beneficial owner, and (2) the class and number of shares of the Corporation
which are owned beneficially and of record by such stockholder and such
beneficial owner.
(iii) Notwithstanding anything in Section 10(a) (ii) of this Article
III to the contrary, in the event that the number of directors to be elected to
the Board of Directors of the Corporation is to be increased and there is no
public announcement naming all of the nominees for directors or specifying the
size of the increased Board of Directors made by the Corporation at least one
hundred days prior to the first anniversary of the preceding year's Annual
Meeting, a stockholder's notice required under Section 10(a) (ii) of this
Article III shall also be considered timely, but only with respect to nominees
for any new positions created by such increase in the number of directors, if it
shall be delivered to the Secretary of the Corporation at the principal
executive offices of the Corporation not less than ten days following the day on
which such public announcement is first made by the Corporation.
<PAGE>
(b) Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Corporation's Notice of Meeting. Nominations of persons for election to the
Board of Directors may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the Corporation's notice of meeting (i)
by or at the direction of the Board of Directors or (ii) by any stockholder of
the Corporation who is a stockholder of record at the time of giving of notice
provided for in Section 10(a) (ii) and this Section 10(b) of this Article III,
who is entitled to vote at the meeting and who has complied with the notice
procedures set forth in said Section 10(a) (ii) and this Section 10(b). In the
event the Corporation calls a special meeting of stockholders for the purpose of
electing one or more persons to the Board of Directors, any such stockholder may
nominate a person or persons (as the case may be) for election to such
position(s) as specified in the Corporation's Notice of Meeting if the
stockholder's notice required by this said Section 10(a) (ii) and this Section
10(b) shall be delivered to the Secretary of the Corporation at the principal
executive offices of the Corporation not less than ninety days nor more than one
hundred twenty days prior to such special meeting or ten days following the day
on which public announcement is first made of the date of the special meeting
and of the nominees proposed by the Board of Directors to be elected at such
meeting. In no event shall the public announcement of an adjournment of a
special meeting commence a new time period for the giving of a stockholder's
notice as described above.
(c) Except as otherwise provided by applicable law, the Chairman of the
meeting shall have the authority to determine whether a nomination or any
business proposed to be brought before the meeting was made or proposed (as the
case may be) in accordance with the procedures set forth in this Section 10 of
this Article III, and, if any proposed nomination or business is not in
compliance with this By-Law, to declare that such defective proposal or
nomination shall be disregarded.
(d) For purposes of this Section 10 of Article III, a "public
announcement" shall mean disclosure in a press release issued by the Corporation
and reported by the Dow Jones News Service, Associated Press or comparable
national news service or in a document publicly filed by the Corporation with
the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of
the Exchange Act.
(e) In addition to the requirements of the foregoing provisions of this
Section 10 of Article III, a stockholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations thereunder with
respect to the matters set forth herein. Nothing in this By-Law shall be deemed
to affect any rights of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule l4a-8 under the Exchange Act.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. The property, business and affairs of the Corporation shall
be managed and controlled by its Board of Directors. The number of directors
shall be such number, not less than seven nor more than thirty, as shall be
fixed from time to time by the Board of Directors. At each Annual Meeting the
stockholders shall elect the number of directors as fixed by the Board of
Directors (not less than seven nor more than thirty) and such directors shall
hold office until the next Annual Meeting, and until their successors are
elected and qualify. Any director may be removed from office at any time, with
or without cause, by the affirmative vote of the holders of a majority of the
stock present in person or represented by proxy at any meeting at which a quorum
is present.
<PAGE>
Directors need not be residents of the State of New Jersey, but each
director shall at the time of his election be a stockholder of the Corporation
or of a corporation holding twenty-five percent (25 %) or more of the Common
Stock of the Corporation.
Section 2. Whenever any vacancy shall occur in the Board of Directors,
by reason of death, resignation or increase in the number of directors or
otherwise, it may be filled by a majority of the remaining directors, though
less than a quorum, for the balance of the term.
Section 3. The Board of Directors may hold meetings and keep the books
of the Corporation (except the stock transfer books) outside of the State of New
Jersey.
Section 4. Regular meetings of the Board of Directors, shall be held
quarterly on the second Thursday of March, June, September and December (or if
such Thursday be a legal holiday, then on the next succeeding business day) at
the offices of the Corporation in New Jersey or at the offices of the
Corporation in the City of New York unless in the judgment of the Board or the
Executive Committee a regular meeting should be held on a different date or at a
different place. Written notice of regular meetings of the Board shall be given
to each director at least one full day in advance of the meeting.
Section 5. Special meetings of the Board of Directors may be called by
order of the Chairman, of the Chairman of the Executive Committee, if any, or by
two directors at the time in office. The Secretary shall give notice of each
special meeting by mailing the same at least two days before the meeting or by
telephoning or by facsimile the same at least one day before the meeting to each
director.
Section 6. At meetings of the Board of Directors, the Chairman or
President, or in their absence, the Chairman of the Executive Committee, if any,
shall preside. The attendance of seven directors in office shall be necessary to
constitute a quorum for the transaction of business, but less than a quorum may
adjourn any meeting from time to time until a quorum shall be present, whereupon
the meeting may be held, as adjourned, without further notice.
Section 7. The directors shall receive such compensation for their
services as directors as may be prescribed by the Board of Directors and shall
be reimbursed by the Corporation for ordinary and reasonable expense incurred in
the performance of their duties.
<PAGE>
ARTICLE V
COMMITTEES
Section 1. There shall be an Executive Committee consisting of the
Chairman, the Chairman of the Executive Committee, if any, and not less than two
nor more than seven other directors, to be appointed by the Board of Directors,
which committee shall meet at the call of its Chairman or of any member thereof
and shall have authority to exercise, so far as may be permitted by law, all the
powers of the Board of Directors in the management of the business, property and
affairs of the Corporation during the intervals between the meetings of the
Board of Directors. A majority of the members of such committee shall constitute
a quorum. The Executive Committee or a quorum thereof may act from time to time
on the basis of written approval of proposals without formal meeting.
Section 2. There shall be a Finance Committee consisting of the
Chairman, the Chairman of the Executive Committee, if any, and not less than two
nor more than seven other directors to be appointed by the Board of Directors,
which committee shall have authority to direct and control the investment of
funds and the purchase and sale of securities by the Corporation. A majority of
the members of such committee shall constitute a quorum. The Finance Committee
or a quorum thereof may act from time to time on the basis of written approval
of proposals without formal meeting. Regular meetings of the Committee shall be
held quarterly at dates set by vote of the Committee. Special meetings may be
called at any time at the request of any member.
Section 3. There shall be an Audit Committee consisting of not less
than three nor more than seven directors to be appointed annually by the Board
of Directors who shall appoint one of the members of such Committee as Chairman.
The Committee shall review the accounting principles and practices
employed by the Corporation, and, to the extent it deems appropriate, of its
subsidiaries. It shall have authority to order interim and surprise audits and
to perform such other duties as may from time to time be assigned to it by the
Board.
<PAGE>
The Committee shall meet with the Corporation's Independent Public
Accountants to review their report on their examination of the Corporation's
accounts, their comments on the internal accounting controls and audit
procedures of the Corporation, and the action taken by Management with regard to
such comments. The Committee shall also, to the extent it deems appropriate,
review the independent and internal audits, and the accounting procedures and
controls of the Corporation's subsidiaries. The Committee shall report to the
Board of Directors the results of its reviews and such recommendations as it may
deem appropriate.
Meetings may be held at the call of the Chairman, and may be initiated
by any member of the Committee or by the Independent Public Accountants or an
appropriate officer of the Corporation, to deal with additional matters as they
may arise.
The Committee shall recommend annually to the Board of Directors the
appointment of the Corporation's Independent Public Accountants, which
appointment shall be submitted to the stockholders for ratification.
The Committee shall have authority to confer with the appropriate
officers of the Corporation, or its subsidiaries, regarding the accounting
principles and practices employed by the Corporation and its subsidiaries. Any
reports issued by the Independent Public Accountants of the Corporation, or by
the Corporation, or by any of its subsidiaries, and any reports by Audit
Committees of its subsidiaries shall, at its request, be made available to the
Committee. The Committee may request the attendance of appropriate officers of
the Corporation or its subsidiaries at its meetings.
No officer of the Corporation or any of its subsidiaries may serve on
the Audit Committee.
A majority of the members of such Committee shall constitute a quorum.
Section 4. The Board of Directors may appoint other committees, which
shall have such powers and perform such duties as from time to time may be
prescribed by the Board.
<PAGE>
Section 5. The Board shall have the power to fill vacancies in, to
change the membership of, or to dissolve any committee, and to appoint alternate
members of any committee, but in no event may an officer of the Corporation or
any of its subsidiaries serve as a member or as an alternate member of the Audit
Committee or of any committee which has powers or duties with respect to
compensation of the Corporation's officers. Directors appointed as alternate
members of any committee shall act in the absence or disability of members of
that committee with all of the powers of such absent or disabled members and
shall serve on such committee in the order established by resolution adopted by
a majority of the Board of Directors. Action taken by any committee shall be
reported at the meeting of the Board next succeeding such action, except that,
when such meeting of the Board is held within two days after such action, such
report, if not made at the first meeting, shall be made to the Board at its
second meeting following such committee action.
ARTICLE VI
OFFICERS
Section 1. Elected Officers. The elected officers of the Corporation
shall be a Chairman, a President, one or more Vice Presidents, a Treasurer and a
Secretary. The Board of Directors may also elect a Vice Chairman, a Chairman of
the Executive Committee and may designate Vice Presidents as Executive or Senior
Vice Presidents and may elect from time to time, such other officers as it
considers necessary, each of whom shall hold office for such period, have such
authority, and perform such duties as the Board may from time to time determine.
Any person may hold two, but no more than two, offices. The Chairman, the Vice
Chairman, if any, and the Chairman of the Executive Committee, if any, shall be
chosen from among the directors.
Section 2. Appointed Officers. The Chairman may appoint as officers of
the Corporation such Assistant, Associate, Regional or Resident Officers and
such other subordinate officers as he may deem proper, and shall specify the
authority of and the duties to be performed by such officers, and may remove
them at any time with or without cause.
Section 3. Term of Office. The principal officers shall be chosen
annually by the Board of Directors at the first meeting of the Board following
the Stockholders' Annual Meeting, or as soon thereafter as is conveniently
possible. Additional Vice Presidents may be elected from time to time. The term
of office of all Executive Officers shall be for one year or until their
respective successors are duly chosen and qualified, but any Executive Officer
may be removed, with or without cause, at any time by the Board.
Section 4. Vacancies. Any vacancy in an office from any cause may be
filled for the unexpired portion of the term by the Board of Directors.
Section 5. Duties and Responsibilities.
(a) The Chairman shall be the chief executive officer of the
Corporation and shall exercise general supervision of the management of its
business and shall be responsible for the development of its policies and their
execution. He shall, in general, perform all duties incident to the office of
Chairman and such other duties as may be assigned to him by the Board of
Directors.
<PAGE>
(b) The Vice Chairman, if any, shall have such powers and perform such
duties as the Chairman may delegate to him and, in the absence of the Chairman,
shall exercise the functions and duties of the Chairman.
(c) The President shall have such powers and perform such duties as the
Chairman may delegate to him and, in the absence of the Chairman and the Vice
Chairman, if any, shall exercise the functions and duties of the Chairman.
(d) The Chairman of the Executive Committee, if any, shall perform such
functions as may be assigned to him by the Board of Directors, the committees of
which he is chairman, or the Chairman of the Corporation.
(e) Each Vice President shall have such powers and perform such duties
as the Board of Directors or the Chairman may from time to time prescribe. The
Vice Presidents in the order of priority designated by the Chairman or the Board
of Directors shall exercise the functions of the President in his absence.
(f) The Treasurer shall have the custody and care of all the funds and
securities of the Corporation, and shall deposit all funds to the credit of the
Corporation in such institution or institutions as the Board of Directors may
designate; he or an Assistant Treasurer or such other officer or officers or
appointee or appointees as may be authorized by the Board of Directors shall
endorse all instruments or documents requiring endorsement for or on behalf of
the Corporation; he shall perform all acts incident to the position of
Treasurer, subject to the control of the Board; he shall have such other powers
and perform such other duties as the Board of Directors or the President may
from time to time prescribe; and he may be required by the Board of Directors to
give security for the faithful discharge of his duties. He shall have custody of
the stock registers and transfer books of the Corporation.
(g) The Secretary shall keep the minutes of all meetings of the Board
of Directors and of the Stockholders, and shall attend to the giving of proper
notices to Directors and Stockholders; he may sign, with the President or a
Senior Vice President, all authorized contracts, instruments or documents in the
name of the Corporation; he shall be the custodian of the seal of the
Corporation and shall attest such seal when required; he shall perform all the
duties incident to the office of Secretary, subject to the control of the Board
of Directors; he shall have such other powers and perform such other duties as
the Board of Directors or the President may from time to time prescribe or as
may be prescribed by these By-Laws.
<PAGE>
(h) In case of the absence or disability of any officer of the
Corporation and of any person hereby authorized to act in his place during such
period of absence or disability, the Board of Directors may from time to time
delegate the powers and duties of such officer to any other officer, or any
director, or any other person whom it may select.
ARTICLE VII
CAPITAL STOCK
Section 1. Certificates for stock of the Corporation shall be in such
form as the Board of Directors may from time to time prescribe and shall be
signed by the Chairman or the Vice Chairman or the President or a Vice President
and by the Treasurer or an Assistant Treasurer.
Section 2. Shares of capital stock of the Corporation shall be
transferable on the books of the Corporation only by the holder of record
thereof in person or by duly authorized attorney, upon surrender and
cancellation of certificates for a like number of shares.
Section 3. In case any certificate for the capital stock of the
Corporation shall be lost, stolen or destroyed, the Corporation as a condition
precedent to the issuance of a new certificate in place thereof, may require
such proof of the fact and such indemnity to be given to it as shall be deemed
necessary or advisable by it.
Section 4. The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder thereof in fact and shall
not be bound to recognize any equitable or other claim to or interest in such
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by law.
<PAGE>
Section 5. The Board of Directors shall have the power to close the
stock transfer books of the Corporation for a period not exceeding fifty (50)
days preceding the date of any meeting of stockholders or the date for payment
of any dividend or the date for the allotment of rights or the date when any
change or conversion or exchange of capital stock shall go into effect;
provided, that in lieu of closing the stock transfer books as aforesaid, the
Board of Directors may fix in advance a date, not exceeding fifty (50) days
preceding the date of any meeting of stockholders, or the date for the payment
of any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect, as a
record date for the determination of the stockholders entitled to notice of and
to vote at any such meetings or entitled to receive payment of any such
dividends, or any such allotment or rights, or to exercise the rights in respect
to any such change, conversion or exchange of capital stock, and, in such case,
only, stockholders of record on the date so fixed shall be entitled to such
notice of and to vote at such meetings, or to receive payment of such dividends
or any such allotment of rights, or to exercise such rights, in respect to any
such change, conversion or exchange of the capital stock as the case may be, and
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date as fixed as aforesaid.
ARTICLE VIII
MISCELLANEOUS
Section 1. The Board of Directors shall have power to fix, and from
time to time change, the fiscal year of the Corporation. Unless otherwise fixed
by the Board, the calendar year shall be the fiscal year.
Section 2. Any notice required to be given under the provisions of
these By-Laws or otherwise may be waived by the stockholder, director or officer
to whom such notice is required to be given, either before or after the meeting
or action of which notice is waived.
Section 3. Any notice required to be given to any stockholder, director
or officer under the provisions of these By-Laws or otherwise shall (subject to
the provisions of law and of the Certificate of Incorporation of the
Corporation) be deemed to be sufficiently given if such notice be written or
printed and be deposited in the post office addressed to such stockholder,
director or officer at his address as the name appears on the books or records
of the Corporation, or such notice may be sent by facsimile or delivered in
person to such stockholder, director or officer and the mailing of such notice
or positing of such facsimile or delivery of such notice, as the case may be,
shall constitute due and sufficient notice.
<PAGE>
Section 4. The Corporation may lend money to, guarantee any obligation
of, or otherwise assist, any officer or other employee of the Corporation or of
any subsidiary, including an officer or other employee who is a director of the
Corporation, whenever, in the judgment of the Board of Directors, such loan,
guarantee or assistance may reasonably be expected to benefit the Corporation,
provided, however, that any such loan, guarantee or assistance to an officer or
other employee who is also a director of the Corporation shall be authorized by
a majority of the entire Board of Directors. The loan, guarantee, or other
assistance may be made with or without interest, and may be unsecured, or
secured in such manner as the Board of Directors shall approve, and may be made
upon such other terms and conditions as the Board of Directors may determine.
ARTICLE IX
INVESTMENTS AND MONEYS
Investment of the funds of the Corporation and the purchase and sale of
securities by the Corporation shall be made only as authorized or approved by
the Board of Directors or the Executive Committee or the Finance Committee or by
some other committee appointed by the Board of Directors and charged with the
duty of supervising or making such investments, purchases and sales.
Securities representing the invested funds of the Corporation shall be
placed for safekeeping in safe deposit vaults in the name of the Corporation, or
pursuant to a custodian account, in such Banks, Trust or Safe Deposit Companies
as shall be approved by the Board of Directors or the Executive Committee.
Access to the vaults shall be in accordance with procedure approved by
resolution of the Board of Directors or the Executive Committee and such
resolution shall be effective upon a copy thereof being lodged with the Bank,
Trust or Safe Deposit Company in which the securities are lodged. In the event
that the Board of Directors shall determine to establish a custodian account
with a Bank or Trust Company and shall provide that all or any part of the
securities now or hereafter representing the invested funds of the Corporation
shall be delivered to such Bank or Trust Company approved by the Board of
Directors or the Executive Committee, then and in that event such Bank or Trust
Company shall hold such securities so delivered in the custodian account in
accordance with the procedure and under the authority of the resolution approved
by the Board of Directors or the Executive Committee.
Any two of the following: the Chairman, the Vice Chairman, if any, the
President, the Chairman of the Executive Committee, if any, or any Vice
President acting jointly, or any one of them acting jointly with any Vice
President or the Secretary or the Treasurer or an Assistant Secretary or an
Assistant Treasurer, is authorized and empowered to sell, assign, exchange and
transfer any and all shares of stock, bonds and other securities owned by or
standing in the name of the Corporation, and to make, execute and deliver in the
name and as the act of the Corporation under its corporate seal any and all
instruments in writing necessary or proper to carry such sales, assignments,
exchanges and transfers into effect.
<PAGE>
Money received by the Corporation may be deposited to its credit in
such Trust Companies or Banks as the Board of Directors may designate.
The Chairman, or the Vice Chairman, if any, or the President, or the
Chairman of the Executive Committee, if any, or any Vice President shall have
authority to vote in person or by proxy any of the stock of any other
corporation which the Corporation may hold and to execute any and all consents
or other documents relating to such stocks.
ARTICLE X
AMENDMENT
The Board of Directors shall have power to make, alter and repeal
By-Laws of the Corporation by a vote of a majority of all of the directors at
any regular or special meeting of the Board, provided that notice of the
proposed action shall have been given in the notice or waiver of notice of such
meeting of the Board. The By-Laws may be altered or repealed by the stockholders
by the vote of a majority of all of the stockholders at any meeting, provided
that notice of the proposed alteration or repeal shall have been given in the
notice or waiver of notice of such meeting of stockholders.
Certified to be a true copy.
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Date Secretary
