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: (Date of earliest event reported)
January 24, 1995
CORNING INCORPORATED
(Exact name of registrant as specified in its charter)
New York 1-3247 16-0393470
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
Houghton Park, Corning, New York 14831
(Address of principal (Zip Code)
executive offices)
(607) 974-9000
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)<PAGE>
<PAGE>
Item 5. Other Events.
Attached for filing as an exhibit hereto are the By-Laws of
Corning Incorporated as such By-Laws have been amended to and
effective as of December 31, 1994.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
Exhibits:
The Registrant's By-Laws as amended to and effective as of
December 31, 1994.
<PAGE>
SIGNATURES
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.
CORNING INCORPORATED
Registrant
Date: January 24, 1995 By /s/ M. ANN GOSNELL
M. Ann Gosnell
Assistant Secretary
<PAGE>
CORNING INCORPORATED
Incorporated under the laws of the State of New York
By-Laws
Amended to and effective as of December 31, 1994
<PAGE>
CORNING INCORPORATED
BY-LAWS
ARTICLE I.
Offices of the Corporation
1. Principal Office. The principal office and place of
business of the corporation shall be located in the City of
Corning, Steuben County, New York.
2. Other Offices. The Board of Directors may establish and
discontinue, from time to time, other offices and places of
business as it deems advisable and proper for the conduct of the
company's business.
ARTICLE II.
Meetings of Stockholders
1. Place of Meeting. All meetings of stockholders of the
corporation may be held at such place, within or without the
State of New York, as may be fixed from time to time by the Board
of Directors.
2. Annual Meeting. The annual meeting of stockholders for the
election of directors and consideration of such other business as
may come before the meeting shall be held on the last Thursday
in April of each year, or on such other day, which shall not be a
legal holiday, as shall be determined by the Board of Directors.
Any previously scheduled annual meeting of stockholders may be
postponed by resolution of the Board of Directors upon public
notice given prior to the date previously scheduled for such
annual meeting of stockholders.
3. Special Meetings. Special meetings of the stockholders may
be called at any time by the Chairman of the Board, the Chairman
of the Executive Committee, a Vice Chairman or the President
and shall be called by the Secretary or an Assistant Secretary
upon order of the Board of Directors, the Chairman of the Board
of Directors or a majority of the directors.
4. Notice of Meetings. Notice of each annual or special
meeting of the stockholders shall be served either personally or
by mail upon each stockholder entitled to vote thereat. If
served by mail, the notice shall be sent postpaid addressed to
the stockholder at his address as it appears on the stock
record of the corporation. Service of such notice shall be made
not less than ten nor more than fifty days before the meeting
date, unless the meeting is to be held elsewhere than at the
principal office, in which case service of the notice shall be
made not less than twenty nor more than fifty days before the
meeting.
5. Waiver of Notice. Notice of meeting need not be given to
any stockholder who submits a signed waiver of notice, in person
or by proxy, either before or after the meeting. The attendance
of any stockholder at a meeting, in person or by proxy, without
protesting prior to the conclusion of the meeting the lack of
notice of such meeting, shall constitute a waiver of notice by
him.<PAGE>
6. Chairman and Secretary of Meeting. The Chairman of the
Board of Directors, or, in his absence and in the order named,
the Chairman of the Executive Committee, a Vice Chairman or the
President present at the meeting shall call to order and preside
at all meetings of stockholders, and the Secretary of the
corporation, or in his absence, the senior of the Assistant
Secretaries (determined by the order of their election) present
at the meeting shall act as secretary.
7. Stockholders Entitled to Vote. Unless otherwise provided in
the Preliminary Certificate of Consolidation forming this
corporation or other certificate filed pursuant to law, every
stockholder of record shall be entitled at every meeting of the
corporation to one vote for every share of stock standing in his
name on the books of the corporation. The Board of Directors may
prescribe a period, not exceeding fifty days prior to the date of
any meeting of the stockholders or prior to the last day on
which the consent or dissent of a stockholder may be effectively
expressed for any purpose without a meeting, during which no
transfer of stock on the books of the corporation may be made; or
in lieu of prohibiting the transfer of stock may fix a time not
more than fifty days prior to the date of any meeting of
stockholders or prior to the last day on which the consent or
dissent of stockholders may be effectively expressed for any
purpose without a meeting as the time as of which stockholders
entitled to notice of and to vote at such a meeting or whose
consent or dissent is required or may be expressed for any
purpose, as the case may be, shall be determined, and all persons
who were holders of record of voting stock at such time and no
others shall be entitled to notice of and to vote at such meeting
or to express their consent or dissent as the case may be.
8. Quorum and Adjournment. Holders of a majority of the issued
and outstanding stock entitled to vote at the meeting shall
constitute a quorum at all meetings, except as otherwise provided
by law, by the Preliminary Certificate of Consolidation forming
this corporation or by these By-laws. If, however, such
majority, represented either in person or by proxy, be not
present at any meeting, the stockholders entitled to vote
thereat, present in person or by proxy, shall have power to
adjourn the meeting from time to time, without other notice than
announcement at the meeting, until the requisite amount of voting
stock shall be present; provided, however, that any stockholders'
meeting, annual or special, whether or not a quorum is present,
may be adjourned from time to time by the Chairman of the
meeting. When the requisite amount of voting stock is present at
an adjourned meeting, any business may be transacted which might
have been transacted at the meeting as originally called.
9. Vote of Stockholders. At each meeting of stockholders,
every stockholder entitled to vote shall have the right to vote
in person or by proxy duly appointed by an instrument in writing,
subscribed by such stockholder and executed not more than eleven
months prior to the meeting, unless the instrument provides for a
longer period. The vote for directors shall be by ballot. In a
vote by ballot each ballot shall state the number of shares voted
and the name of the shareholder or proxy voting. Except as
otherwise provided by law, or by the Preliminary Certificate of
Consolidation forming this corporation or other certificate filed
pursuant to law, all elections and all questions shall be decided
by a majority vote of the stock present.
ARTICLE III.
Directors
1. Election and Term.
(a) At the 1985 annual meeting of stockholders, the directors
shall be divided into three classes, as nearly equal in number as
possible, with the term of office of the first class to expire at
the 1986 annual meeting of stockholders, the term of office of
the second class to expire at the 1987 annual meeting of
stockholders and the term of office of the third class to expire
at the 1988 annual meeting of stockholders. Commencing with the
1986 annual meeting of stockholders, directors elected to succeed
those directors whose terms have thereupon expired shall be
elected for a term of office to expire at the third succeeding
annual meeting of stockholders after their election. If the
number of directors is changed, any increase or decrease shall be
apportioned among the classes so as to maintain or attain, if
possible, the equality of the number of directors in each class,
but in no case will a decrease in the number of directors shorten
the term of any incumbent director. If such equality is not
possible, the increase or decrease shall be apportioned among the
classes in such a way that the difference in the number of
directors in any two classes shall not exceed one.
(b) Whenever the holders of any one or more series of Preferred
Stock issued by the corporation shall have the right, voting
separately by series, to elect directors at an annual or a
special meeting of stockholders, the election, term of office,
filling of vacancies and other features of such directorships
shall be governed by Sections 1(a), 5 and 6 of this Article III
unless expressly otherwise provided by the resolution or
resolutions providing for the creation of such series.
2. Nominations and Stockholder Business.
(a) Annual Meeting of Stockholders.
(1) Nominations of persons for election to the Board of
Directors of the corporation and the proposal of business to be
considered by the stockholders may be made at an annual meeting
of stockholders (i) pursuant to the corporation's notice of
meeting, (ii) by or at the direction of the Board of Directors or
(iii) by any stockholder of the corporation who was a stockholder
of record at the time of giving of notice provided for in this
Section 2, who is entitled to vote at the meeting and who
complied with the notice procedures set forth in this Section 2.
(2) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause
(iii) of paragraph (a)(1) of this Section 2, the stockholder must
have given timely notice thereof in writing to the Secretary of
the corporation. To be timely, a stockholder's notice shall be
delivered to the Secretary at the principal executive offices of
the corporation not less than 60 days nor more than 90 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 advanced by more than 30 days or delayed by more than
60 days from such anniversary date, notice by the stockholder to
be timely must be so delivered not earlier than the 90th day
prior to such annual meeting and not later than the close of
business on the later of the 60th day prior to such annual
meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made. Such
stockholder's notice shall set forth (i) as to each person whom
the stockholder proposes to nominate for election or reelection
as a director all information relating to such person that is
required to be disclosed in solicitations of proxies for election
of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as
amended (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 elected); (ii) as to any other
business that the stockholder proposes to bring before the
meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such
business at the meeting and any material interest in such
business of such stockholder and the beneficial owner, if any, on
whose behalf the proposal is made; and (iii) as to the
stockholder giving the notice and the beneficial owner, if any,
on whose behalf the nomination or proposal is made (A) the name
and address of such stockholder, as they appear on the
corporation's books, and of such beneficial owner and (B) the
class and number of shares of the corporation which are owned
beneficially and of record by such stockholder and such
beneficial owner.
(3) Notwithstanding anything in the second sentence of paragraph
(a)(2) of this Section 2 to the contrary, in the event that the
number of directors to be elected to the Board of Directors of
the corporation is increased and there is no public announcement
naming all of the nominees for Director or specifying the size of
the increased Board of Directors made by the corporation at least
70 days prior to the first anniversary of the preceding year's
annual meeting, a stockholder's notice required by this Section 2
shall also be considered timely, but only with respect to
nominees for any new position created by such increase, if it
shall be delivered to the Secretary at the principal executive
offices of the corporation not later than the close of business
on the 10th day following the day on which such public
announcement is first made by the corporation.
(b) Special Meetings of Stockholders. 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 this Section 2, who shall be entitled to vote at
the meeting and who complies with the notice procedures set forth
in this Section 2. Nominations by stockholders of persons for
election to the Board of Directors may be made at such a special
meeting of stockholders if the stockholder's notice required by
paragraph (a)(2) of this Section 2 shall be delivered to the
Secretary at the principal executive offices of the corporation
not earlier than the 90th day prior to such special meeting and
not later than the close of business on the later of the 60th day
prior to such special meeting or the 10th day 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.
(c) General.
(1) Only such persons who are nominated in accordance with the
procedures set forth in this Section 2 shall be eligible to serve
as directors and only such business shall be conducted at a
meeting of stockholders as shall have been brought before the
meeting in accordance with the procedures set forth in this
Section 2. The Chairman of the meeting shall have the power and
duty to determine whether a nomination or any business proposed
to be brought before the meeting was made in accordance with
the procedures set forth in this Section 2 and, if any proposed
nomination or business is not in compliance with this Section 2,
to declare that such defective proposal shall be disregarded.
(2) For purposes of this Section 2, "public announcement" shall
mean disclosure in a press release 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 Sections 13, 14 or
15(d) of the Exchange Act.
(3) Notwithstanding the foregoing provisions of this Section 2,
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 in this Section 2. Nothing in
this Section 2 shall be deemed to affect any rights of
stockholders to request inclusion of proposals in the
corporation's proxy statement pursuant to Rule 14a-8 under the
Exchange Act.
3. Qualification. Directors need not be stockholders.
Acceptance of the office may be expressed orally or in writing,
except as otherwise provided in these By-laws.
4. Number. The number of directors constituting the Board of
Directors of the corporation shall be not less than nine nor more
than twenty-four, the exact number within such minimum and
maximum limitations to be fixed from time to time by the Board of
Directors pursuant to a resolution adopted by the affirmative
vote of a majority of the whole Board of Directors; and such
exact number shall be twenty-one unless otherwise determined by a
resolution so adopted by a majority of the whole Board of
Directors. As used in these By-laws, the terms "whole Board of
Directors" and "whole Board" mean the total authorized number of
directors which the corporation would have if there were no
vacancies.
5. Vacancies. Subject to the rights of the holders of any
series of Preferred Stock or any other class of capital stock of
the corporation (other than the Common Stock) then outstanding,
vacancies in any class of directors resulting from death,
resignation, retirement, disqualification, removal from office or
other cause shall, if occurring prior to the expiration of the
term of office of such class, be filled only by the affirmative
vote of a majority of the remaining directors of the whole Board
of Directors then in office, although less than a quorum or by
the sole remaining director. Any director so elected shall
hold office until the next annual meeting of stockholders and
until his successor is elected and qualified.
6. Removal of Directors. Subject to the rights of the holders
of any series of Preferred Stock or any other class of capital
stock of the corporation (other than the Common Stock) then
outstanding, (i) any director, or the whole Board of Directors,
may be removed by the stockholders from office at any time
prior to the expiration of his term of office, but only for cause
and only by the affirmative vote of the holders of record of
outstanding shares representing a majority of the voting power of
all of the outstanding shares of capital stock of the corporation
entitled to vote generally in the election of directors, and (ii)
any director may be removed from office by the affirmative vote
of a majority of the whole Board of Directors, at any time prior
to the expiration of his term of office, but only for cause.
7. General Powers. The business, properties and affairs of the
corporation shall be managed by the Board of Directors.
Notwithstanding any other provision of the Preliminary
Certificate of Consolidation and these By-laws and subject to the
other provisions of Sections 1(a) and (b), 4, 5 and 6 of this
Article III, the Board of Directors shall determine the rules and
procedures that shall affect the directors' power to manage and
direct the business and affairs of the corporation. Without
limiting the foregoing, the Board of Directors shall designate
and empower committees of the Board of Directors, shall elect
and empower the officers of the corporation and fix their
salaries and other compensation, may appoint and empower other
officers and agents of the corporation, may grant general or
limited authority to its Chairman, the Chairman of the Executive
Committee, the Vice Chairmen, the President and other officers
and agents of the corporation to make, execute and deliver
contracts and other instruments and documents in the name and on
behalf of the corporation and under its seal without specific
authority in each case, and shall determine to the extent not
inconsistent with these By-laws the time and place of, and the
notice requirements for, Board meetings, as well as quorum and
voting requirements for, and the manner of taking, Board action.
In addition, the Board may exercise all of the powers of the
corporation and do all lawful acts and things which are not
reserved to the stockholders by statute, the Preliminary
Certificate of Consolidation or the By-laws.
8. Executive Committee. The Board of Directors may, by
resolution adopted by vote of a majority of the whole Board,
appoint an Executive Committee, to consist of the Chairman of the
Board of Directors ex officio, and two or more other Directors,
which shall be empowered to perform such functions as may be
delegated to it by the Board. The Chairman of the Board of
Directors shall act as chairman of the Executive Committee unless
another member shall have been appointed chairman by the Board of
Directors.
9. Audit Committee. The Board of Directors, not later than
April 30 in each year, shall by resolution adopted by vote of a
majority of the whole Board appoint an Audit Committee to consist
of three or more Directors (none of whom shall be an officer of
the corporation or of any of its subsidiary companies) and may
appoint one of the members of such Committee to be its Chairman.
The Committee shall recommend, annually, a firm of certified
public accountants to be appointed by the Board of Directors to
audit the books and accounts of the corporation and its
subsidiary companies and to report to the Committee. The
Committee shall confer with such accountants and shall determine
the scope of the audits of the books and accounts of the
corporation and its subsidiary companies and shall bring to the
attention of the Board of Directors those items relating to the
audits or the corporation's accounting practices which the
Committee and the auditors believe to merit Board review. As
soon as practicable after the close of each fiscal year the
Committee shall transmit to the Board of Directors the
consolidated balance sheet of the corporation and its subsidiary
companies as at the end of each such fiscal year and related
statements of consolidated income and surplus for such year, with
the certificate of the accountants with respect thereto; and such
financial statements and certificate shall be incorporated in the
Annual Report to the stockholders of the corporation. The Audit
Committee shall establish the rules for the conduct of its
meetings; shall keep minutes of its acts and proceedings, which
in each instance shall be reported at the next meeting of the
Board of Directors; and shall appoint one of its members to act
as its Secretary.
10. May Adopt Savings Plans and Sell Stock to Employees. The
Board may, from time to time, adopt, modify and discontinue
savings plans for the promotion of saving and thrift among the
company's employees and make reasonable contributions on behalf
of the corporation for such purposes. It may also sell Preferred
stock to the employees on an installment basis whereby payments
therefor are deducted from salaries and wages. In addition it
may, from time to time, issue and sell over a period of time and
on a deferred payment basis unissued common stock, for not less
than the par value thereof but for less than its market value, to
employees of the company, as it may deem advisable for the best
interests of the corporation. The term "employees" as used in
this section shall include officers and directors.
11. May Make Provision for the Payment of Retirement Annuities
or Pensions to Employees. The Board may from time to time make
such provision for the payment of retirement annuities or
pensions to the employees of the company including officers of
the company, as in its discretion the Board may deem advisable
and the Board may from time to time adopt and carry out any plan
or plans of providing such annuities or pensions or modify,
discontinue or terminate any such plan as may then be
in force. If any such retirement annuity or pension plan
entitles members of the Board to participate as employees of the
company, every member of the Board shall be entitled to vote upon
any matter relating to the adoption, administration, carrying
out, modification, discontinuance or termination of any such
plan. The Board shall have power to appropriate funds of the
company to defray, in whole or in part, the cost of providing any
such retirement annuities or pensions which may be based upon
services rendered by employees prior to the date of establishment
or modification of such plan and upon services to be rendered
thereafter prior to the retirement date provided therein and may
obligate the company to make payments toward defraying any such
expenses over a period of years, subject always to the power of
the Board in its discretion to modify, discontinue and terminate
any such plan to the extent then permitted in existing tax or
other laws. The Board shall have full power in its discretion to
provide for the administration of any such retirement annuity or
pension plan and the investment and reinvestment of funds therein
by an insurance company, trustee, or other agency under such
terms and conditions as the Board may deem advisable or to
provide for the administration of such plan and the investment
and reinvestment of the funds therein by the company. The Board
shall have full power in its discretion to delegate to such
committees, individuals or independent consultants such part of
the carrying out of such plan as in its discretion it may deem
advisable.
12. Meetings of the Board; Quorum and Manner of Acting. The
Board of Directors may meet and organize immediately after and at
the place where the annual meeting of stockholders is held,
without notice of such meeting, provided a majority of the whole
Board shall be present. Regular meetings of the Board may be
held without notice at such time and place as from time to time
may be determined by the Board. Special meetings of the Board or
of any Committee thereof may be called by the Chairman of the
Board of Directors, the Chairman of the Executive Committee, a
Vice Chairman or the President and shall be called by the
Secretary or, in his absence, an Assistant Secretary, on the
written request of any two directors. Notice of any special
meeting of the Board or any Committee thereof shall be mailed to
each director, or each Committee member, including alternates as
the case may be, addressed to him at his residence or usual place
of business, not later than the second day before the day on
which the meeting is to be held, or shall be sent to him at such
place by telegraph, or be delivered personally, or by telephone,
not later than the day before the day on which the meeting is
to be held. Notice of any meeting of the Board or of any
Committee need not be given, however, to any director, if waived
by him in writing, either before or after such meeting be held,
or if he shall be present at the meeting; and any meeting of the
Board of Directors or of any Committee shall be a legal
meeting without any notice thereof having been given, if all the
members shall be present thereat. A majority of the directors in
office at the time of any regular or special meeting of the Board
or any Committee thereof shall be present in person at such
meeting in order to constitute a quorum for the transaction of
business. Any one or more directors or Committee members may
participate in any meeting of the Board or any Committee thereof
by means of a conference telephone or similar communications
equipment permitting all persons participating in such meeting to
hear each other at the same time, participation by such means to
constitute presence in person at such meeting. Except as
otherwise required by statute or by the Preliminary Certificate
of Consolidation forming this corporation or other certificate
filed pursuant to law or by the By-laws, the act of a majority of
the directors or Committee members present at any such meeting at
which a quorum is present shall be the act of the Board of
Directors or any Committee thereof. In the absence of a quorum,
a majority of the directors or Committee members present may
adjourn the meeting from time to time until a quorum be had.
Notice of any adjourned meeting need not be given. Action by the
Board or any Committee thereof may be taken without a meeting
provided that all members of the Board or Committee consent
in writing to the adoption of a resolution authorizing such
action, such resolution and written consent thereto by the
directors or Committee members to be filed with the minutes of
the proceedings of the Board or Committee.
13. Directors' Fees. In consideration of his serving in such
capacity, each director of the corporation, other than directors
who are officers of the corporation or any of its subsidiary
companies, shall be entitled to receive an annual fee in such
amount and payable in such installments, as the Board
of Directors, by vote of a majority of the whole Board, may from
time to time determine. The Board of Directors shall also have
authority to determine, from time to time, the amount of
compensation which shall be paid to its members for attendance at
meetings of any committee of the Board as well as to any director
rendering special services to the corporation.
ARTICLE IV.
Officers
1. Officers. The elected officers of the corporation shall be
a Chairman of the Board of Directors (who shall be a director), a
Chairman of the Executive Committee, one or more Vice Chairmen, a
President, a Controller, a General Counsel, a Secretary and a
Treasurer. Either the Board of Directors or the Executive
Committee may designate one or more officers or assistant
officers as the principal financial officer of the Corporation or
the principal accounting officer of the Corporation. The Board
of Directors may elect or appoint an Honorary Chairman of the
Board of Directors, an Honorary Vice Chairman of the Board of
Directors, an Honorary Chairman of the Executive Committee, one
or more Honorary Vice Presidents, and corresponding Officers
Emeriti: and either the Board of Directors or the Executive
Committee may elect or appoint one or more Executive Vice
Presidents, one or more Senior Vice Presidents, one or more Vice
Presidents, one or more Assistant Secretaries, one or more
Assistant Treasurers, one or more Assistant Controllers, and such
other assistant officers and agents as, from time to time, may
appear to be necessary or advisable in the conduct of the affairs
of the Corporation. Either the Board of Directors or the
Executive Committee may designate one or more officers or
assistant officers as the principal financial officer of the
corporation or the principal accounting officer of the
corporation. The same person may be elected or appointed to two
or more offices except that no person shall simultaneously hold
the offices of President and Secretary. So far as practicable,
all elected officers shall be elected at the organization meeting
of the Board, in each year, and shall hold office until the
organization meeting of the Board in the next subsequent year and
until their respective successors are chosen; but any officer,
elected or appointed, may be removed at any time, either for or
without cause, by vote of a majority of the whole Board of
Directors, at any meeting. All officers shall hold office during
the pleasure of the Board. If any vacancy occurs in any office,
the Board of Directors or the Executive Committee, as provided
above, may elect or appoint a successor to fill such vacancy for
the remainder of the term.
2. Chairman of the Board of Directors. The Chairman of the
Board of Directors shall preside, when present, at all meetings
of the Board of Directors and of the shareholders and at all
meetings of the Executive Committee in the absence of a chairman
of such Committee appointed by the Board. The Chairman of the
Board of Directors shall be the chief executive officer of the
corporation and, under the direction of the Board of Directors,
shall have general management, direction and superintendence
of the business and affairs of the corporation. He shall have
such further powers and duties as may be given to him by the
Board of Directors or the Executive Committee.
3. Chairman of the Executive Committee. The Chairman of the
Executive Committee shall preside, when present, at all meetings
of the Executive Committee. He shall act in a general
consultative and advisory capacity to the Chairman of the Board
of Directors and shall have such further powers and duties as may
be given to him by the Board of Directors, the Executive
Committee, or the Chairman of the Board of Directors.
4. Vice Chairmen. The Vice Chairmen shall perform, in the
absence or incapacity of the Chairman of the Board of Directors
and the Chairman of the Executive Committee or when so directed
by either, the duties of such officer. They shall have such
further powers and duties as may be given them by the Board of
Directors, the Executive Committee, the Chairman of the Board of
Directors or the Chairman of the Executive Committee.
5. President. The President shall be the principal operating
officer of the corporation and, under the direction of the
Chairman of the Board of Directors, shall have superintendence of
the business, properties and affairs of the corporation. He shall
have such further powers and duties as may be given him by the
Board of Directors, the Executive Committee, or the Chairman of
the Board of Directors. In the absence or incapacity of the
Chairman of the Board of Directors, the Chairman of the Executive
Committee and the Vice Chairmen, he shall perform the duties of
those officers.
6. Executive Vice Presidents. The Executive Vice Presidents
shall perform such duties and shall have such powers as may be
given them by the Board of Directors, the Executive Committee,
the Chairman of the Board of Directors, the Chairman of the
Executive Committee, a Vice Chairman or the President.
7. Senior Vice Presidents. The Senior Vice Presidents shall
perform such duties and shall have such powers as may be given
them by the Board of Directors, the Executive Committee, the
Chairman of the Board of Directors, the Chairman of the Executive
Committee, the Vice Chairmen or the President. From time to time
one of the Senior Vice Presidents may be designated as the Senior
Vice President for Finance. The Senior Vice President for
Finance may hold any other office in the corporation.
8. Vice Presidents. The Vice Presidents shall perform such
duties and shall have such powers as may be given them by the
Board of Directors, the Executive Committee, the Chairman of the
Board of Directors, the Chairman of the Executive Committee, the
Vice Chairmen, the President or an Executive Vice President.
9. Treasurer. The Treasurer shall have the care and custody of
the corporate funds and securities. He shall deposit all moneys
and other valuable effects in the name and to the credit of the
corporation in such depositaries as may be designated by the
Board of Directors. He shall disburse the funds of the
corporation in the manner ordered by the Board He shall upon
request render an account of all his transactions as Treasurer to
the Board of Directors. He shall, at all reasonable hours,
exhibit his books and accounts to any director upon application.
He or an Assistant Treasurer or such other officers, directors or
agents as may be designated by the Board of Directors shall
endorse checks, notes or drafts payable to the order of the
corporation and sign and countersign checks, drafts and orders
for the payment or withdrawal of moneys or securities on deposit
in the corporate accounts in such manner as the Board may direct.
He shall have such further powers and duties as may be given him
by the Board of Directors, the Executive Committee, the Chairman
of the Board of Directors, the Chairman of the Executive
Committee, a Vice Chairman, or the President.
10. Secretary. The Secretary shall keep the minutes of the
meetings of the Board of Directors and of the Executive Committee
and of the stockholders. He shall attend to the giving and
serving of all notices of the corporation. He shall affix the
seal of the corporation to all certificates of stock, except
in cases where the transfer agent of the corporation is
authorized to affix the seal. He shall have charge of the stock
certificate books, other than those in the hands of the transfer
agent, and such other books and papers as the Board may direct.
He shall attend to such correspondence as may be assigned to him,
and perform all other duties incidental to his office. He shall
keep a stock record containing the names, alphabetically
arranged, of all persons who are stockholders of the corporation,
showing their places of residence, the number of shares of stock
held by them respectively, and the time when they became owners.
He shall have such further powers and duties as may be given him
by the Board of Directors, the Executive Committee, the Chairman
of the Board of Directors, the Chairman of the Executive
Committee, a Vice Chairman or the President.
11. General Counsel. The General Counsel shall be the legal
adviser of the corporation. The General Counsel may hold any
other office in the corporation.
12. Controller. The Controller shall be responsible for and
have active control of all matters pertaining to the accounts of
the corporation. He shall audit all payrolls and vouchers and
shall direct the manner of certifying the same; shall supervise
the manner of keeping all vouchers for payments and all other
documents relating to such payments; shall receive, audit and
consolidate all operating and financial statements of the
corporation and its subsidiaries; and shall have the care,
custody and supervision of the books of account of the
corporation. He shall, at all reasonable hours, exhibit his
books and accounts to any director upon application. He shall,
upon request, render an account of the financial condition of the
corporation to the Board of Directors. He shall have such
further powers and duties as may be given him by the Board of
Directors, the Executive Committee, the Chairman of the
Board of Directors, the Chairman of the Executive Committee, a
Vice Chairman or the President.
13. Assistant Secretaries. Assistant Secretaries shall perform
the duties of the Secretary in the absence of the Secretary, and
shall have such further powers and duties as may be given to them
by the Board of Directors, the Executive Committee, the Chairman,
the Chairman of the Executive Committee, a Vice Chairman, the
President or the Secretary.
14. Assistant Treasurers. Assistant Treasurers shall perform
the duties of the Treasurer in the absence of the Treasurer, and
shall have such further powers and duties as may be given to them
by the Board of Directors, the Executive Committee, the Chairman,
the Chairman of the Executive Committee, a Vice Chairman, the
President or the Treasurer.
15. Assistant Controllers. Assistant Controllers shall perform
the duties of the Controller in the absence of the Controller,
and shall have such further powers and duties as may be given to
them by the Board of Directors the Executive Committee, the
Chairman, the Chairman of the Executive Committee, a Vice
Chairman, the President or the Controller.
16. Emeriti and Honorary Officers. No individual elected or
appointed to an Honorary Office or an Emeritus Office pursuant to
this Article IV shall have as a result of such election or
appointment any rights, duties or responsibilities with respect
to the business or affairs of this corporation as determined
by law or the By-laws of this corporation.
ARTICLE V.
Capital Stock
1. Payments. All payments for stock of the corporation shall
be received by the Treasurer. Failure to pay an installment upon
a stock subscription when required to be paid by the Board of
Directors shall work a forfeiture of the shares of stock in
arrears, pursuant to Section 503 of the Business Corporation Law
of the State of New York.
2. Certificates of Stock. The stock of the corporation shall
be represented by certificates signed by the Chairman of the
Board of Directors, the Chairman of the Executive Committee, a
Vice Chairman or the President and the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer, and may be
sealed with the seal of the corporation or a facsimile thereof.
Where any such certificate is manually countersigned by either a
transfer agent or a registrar (other than the corporation itself
or its employee) any other signature on such certificate may be a
facsimile, engraved, stamped or printed. In case any officer who
has signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such officer before such
certificate was issued, it may be issued by the corporation with
the same effect as if he were such officer at the date of issue.
3. Transfer Agents and Registrars. The Board of Directors may,
in its discretion, appoint responsible banks or trust companies
in the Borough of Manhattan, in the City of New York and in
such other cities or states as the Board may deem advisable, to
act as transfer agents or registrars of the stock of the
corporation; and, upon such appointments being made, no stock
certificates shall be valid until countersigned by one of such
transfer agents and registered by one of such registrars.
4. Transfers. Transfers of stock shall be made on the books of
the corporation only by the person named in the certificate or by
attorney lawfully constituted in writing and upon surrender and
cancellation of a certificate or certificates for a like number
of shares of the same class of stock, with duly executed
assignment and power of transfer endorsed thereon or attached
thereto, and with such proof of the authenticity of the
signatures as the corporation or its agents may reasonably
require.
5. Determination of Stockholders of Record for Certain
Purposes. The Board of Directors may fix a time, not exceeding
fifty days preceding the date fixed for the payment of any
dividend, or the making of any distribution or for the delivery
of evidences of rights or evidences of interest arising out of
any change, conversion or exchange of capital stock, as a record
time for the determination of the stockholders entitled to
receive any such dividend, distribution, rights or interest. The
Board of Directors at its option, in lieu of so fixing a record
time, may prescribe a period not exceeding fifty days prior to
the date for such payment, distribution or delivery during which
no transfer of stock on the books of the corporation may be made.
6. Stockholders of Record Recognized. The corporation shall be
entitled to treat the holder of record of any stock certificate
as the holder in fact and owner of the shares represented thereby
and shall not be bound to recognize any equitable claim to or
interest in such stock 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 New York.
7. Lost Certificate. In case any certificate of stock shall be
lost or destroyed, the Board of Directors, in its discretion, may
authorize the issue of a substitute certificate in place of the
certificate so lost or destroyed, and may cause such substitute
certificate to be countersigned by the appropriate transfer
agent and registered by the appropriate registrar; provided,
that, in each such case, the applicant for a substitute
certificate shall furnish to the corporation and to such of its
transfer agents and registrars as may require the same, evidence
to their satisfaction, in their discretion, of the loss or
destruction of such certificate and of the ownership thereof and
also such security and indemnity as may by them be required.
ARTICLE VI.
Inspectors of Election
1. Inspectors of Election. At every meeting of stockholders
the vote shall be conducted by two inspectors of election elected
at the last annual meeting of stockholders or, if not so elected,
appointed for that purpose by the Board of Directors or, if not
so elected or appointed, elected by a per capita vote of the
stockholders present at the meeting in person or by proxy; and
all questions respecting the qualification of voters, the
validity of the proxies and the acceptance or rejection of votes
shall be decided by such inspectors who, before entering upon the
discharge of their duties, shall be duly sworn faithfully to
execute the duties of inspectors at such meeting with strict
impartiality, and according to the best of their ability. If any
inspector elected or appointed to act at any meeting shall be
absent or refuse to act, or if his office shall become vacant,
the stockholders present at the meeting in person or by proxy
shall, by a per capita vote, appoint another inspector to act in
his place.
ARTICLE VII.
Seal
1. Seal. The seal of the corporation shall be in the form of a
circle and shall bear the name of the corporation followed by the
words "Corning, N.Y.", the year of its incorporation, and in the
center of the circle the words "Founded 1851".
2. Affixing and Attesting. The seal of the corporation shall
be in the custody of the Secretary, who shall have power to affix
it to the proper corporate instruments and documents, and who
shall attest it. In his absence it may be affixed and attested by
an Assistant Secretary or affixed and attested by the
Treasurer or an Assistant Treasurer. The transfer agent of the
stock of the corporation may have a facsimile thereof and affix
the same to stock certificates issued by it.
ARTICLE VIII.
Miscellaneous
1. Signatures to Negotiable Paper. All checks, drafts, notes
and other negotiable instruments of the corporation shall be
signed, countersigned and endorsed by such directors, officers
and agents as the Board of Directors may designate from time to
time.
2. Delegation of Duties. In the absence of any officer, or for
any other reason, the Board of Directors may delegate the powers
or duties of an officer to another officer or director.
3. Dividends. Dividends upon the shares of the capital stock
of the corporation may be declared and paid out of the net assets
of the corporation in excess of its capital, as often and at such
times as the Board of Directors may determine, subject to the
limitations set forth in the Preliminary Certificate of
Consolidation forming this corporation or any certificate filed
pursuant to law.
4(a). Indemnification of Directors and Officers. To the full
extent authorized or permitted by law, the corporation shall
indemnify any person made, or threatened to be made, a defendant
to an action or proceeding, whether civil or criminal, including
an action by or in the right of the corporation, by reason of the
fact that he, his testator or intestate, is or was a director or
officer of the corporation, or is serving or served as an officer
or director of any other corporation, joint venture, trust,
employee benefit plan or other enterprise, in which the
corporation has a financial interest as an investor or
creditor, and such person is serving or served at the express
request of and on behalf of this corporation. Without limitation
of the foregoing, such indemnification shall include
indemnification against all judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys'
fees and costs of investigation or defense, reasonably incurred
by any such person in connection with any such action or
proceeding or any appeal therein, and which expenses have not
been recouped by him in any other manner, unless a judgment or
other final adjudication adverse to the director or officer
establishes that his acts were committed in bad faith, or were
the result of active and deliberate dishonesty and were material
to the cause of action so adjudicated, or that he personally
gained in fact a financial profit or other advantage to which he
was not legally entitled; provided that no such indemnification
shall be required with respect to any settlement or other
nonadjudicated disposition of any threatened or pending action or
proceeding unless the corporation has given its prior consent to
such settlement or other disposition. If any unexhausted right
of recoupment shall exist, payment of this indemnification shall
be conditioned upon its release or assignment to the corporation.
4(b). Indemnification Procedure; Expenses. A person who has
been successful, on the merits or otherwise, in the defense of a
civil or criminal action or proceeding of the character described
in Section 4(a) of this Article VIII shall be entitled to
indemnification as provided therein. Except as provided in the
preceding sentence and unless ordered by a court, indemnification
hereunder shall be made by the corporation if, and only if,
authorized in the specific case: (i) by the board of directors
of the corporation acting by a quorum consisting of directors who
are not parties to such action or proceeding upon a finding that
the director or officer has met the standard of conduct set forth
in Section 4(a) of this Article VIII, or (ii) if such a quorum is
not obtainable or, even if obtainable, a quorum of disinterested
directors so directs: (a) by the board of directors of the
corporation upon the opinion in writing of independent legal
counsel that indemnification is proper in the circumstances
because the standard of conduct set forth in Section 4(a) of this
Article VIII has been met by such director or officer, or (b) by
the shareholders upon a finding that the director or officer has
met the applicable standard of conduct set forth in such Section.
Upon the request of any person entitled to indemnification
pursuant to Section 4 of this Article VIII, the corporation shall
pay promptly to such person all expenses reasonably incurred by
such person in connection with an action or proceeding with
respect to which such person is, in the absence of a final
adjudication adverse to such person, entitled to indemnification
hereunder; provided that such payment shall be subject to the
receipt by the corporation of that person's undertaking to repay
the portion of such expenses to which it is finally determined
that such person is not entitled; and provided further that no
such payment shall be made if a majority of disinterested
directors of the corporation, provided such majority constitutes
a quorum of the Board, or if there is not a quorum of
disinterested directors, independent legal counsel not a party
to such action or proceeding and not regular counsel to the
corporation, determines in good faith that it is likely that such
person will be found not to be entitled to such indemnification
and will not in that event fulfill his undertaking to repay such
advances. A person entitled to indemnification shall cooperate
in good faith with any request by the corporation that common
counsel be utilized by parties to an action or proceeding who are
similarly situated unless to do so would be inappropriate due to
actual or potential differing interests between or among such
parties.
4(c). Contractual Article. Section 4 of this Article VIII shall
be deemed to constitute a contract between the corporation a
contract between the corporation and a person entitled to
indemnification and may not, without the consent of such person,
be amended to effect adversely such person with respect
to any event, act or omission occurring or allegedly occurring
prior to the end of the term of office he is serving when such
amendment is adopted. The corporation is authorized to enter
into agreements with any of its directors or officers extending
rights to indemnification and advancement of expenses to
such person to the fullest extent permitted by applicable law,
but the failure to enter into any such agreement shall not affect
or limit the rights of such person pursuant to Section 4 of this
Article VIII, it being expressly recognized that all directors
and officers of the corporation, by serving as such after
the adoption hereof, are acting in reliance hereon and the
corporation is estopped to contend otherwise.
4(d). Insurance. The corporation may, but need not, maintain
insurance at its expense insuring persons entitled to
indemnification under Section 4 of this Article VIII against
liabilities whether or not such liabilities are indemnifiable
pursuant to Section 4 of this Article VIII.
4(e). Non-exclusivity. The indemnification provided by Section
4 of this Article VIII shall not be deemed exclusive of any other
rights to which a director or officer of the corporation may be
entitled.
4(f). Amendment to Conform to Business Corporation Law. If and
to the extent that any provision of Section 4 of this Article
VIII is inconsistent with Article 7 of the Business Corporation
Law of the State of New York, such provision shall be deemed to
have been amended to the extent necessary to make it consistent
with such Article 7.
5. Signatures to Contracts. Except as otherwise prescribed by
the Board of Directors, the Chairman of the Board of Directors,
the Chairman of the Executive Committee, the Vice Chairmen, the
President, any Executive Vice President, any Senior Vice
President or any other Vice President shall sign and execute all
contracts, instruments and documents in the name of the
corporation.
ARTICLE IX.
Amendments
1. Amendments.
(a) The affirmative vote of the holders of record of outstanding
shares representing at least eighty percent (80%) of the voting
power of all the outstanding shares of capital stock of the
corporation entitled to vote generally in the election of
directors shall be required to amend, alter or repeal, or
adopt any provision or provisions inconsistent with, any
provision of Sections 1(a) and (b), 4, 5, 6 and 7 of Article III
of these By-laws and this Section 1(a); provided, however, that
this Section 1(a) shall not apply to, and such eighty percent
(80%) vote shall not be required for, any amendment, alteration,
repeal, or adoption of any inconsistent provision or provisions,
declared advisable by the Board of Directors by the affirmative
vote of two-thirds of the whole Board of Directors.
(b) Subject to the provisions of Section 1(a) of this Article
IX, these By-laws may be altered or repealed, in any particular,
and new By-laws, not inconsistent with any provision of the
Preliminary Certificate of Consolidation forming this corporation
or any certificate filed pursuant to law or any provision of law,
may be adopted, either by the affirmative vote of the holders of
record of a majority in number of the outstanding shares of stock
entitled to vote, given at an annual meeting, or at any special
meeting the notice of which shall include the form of the
proposed amendment or repeal or of the proposed new By-laws, or a
summary thereof, or by vote of a majority of the whole Board of
Directors, given at any meeting thereof, the notice of which
shall include the form of the proposed amendment or repeal or of
the proposed new By-laws, or a summary thereof.
2. Repeal of Old By-laws. All prior By-laws of the Company are
hereby repealed.
- - - - - - - - - - -
The undersigned Secretary of CORNING INCORPORATED, a
corporation of the State of New York, HEREBY CERTIFIES that the
foregoing is a true and complete copy of the By-laws of the said
corporation, as at present in force and effect.
WITNESS, the hand of the undersigned and the seal of the said
corporation, this _____ day of ____________________________.
_____________________________
Secretary
\8kPR.txt
