<PAGE>
FORM 10-K/A
AMENDMENT NO. 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
------------------------
COMMISSION FILE NUMBER 1-10427
ROBERT HALF INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 94-1648752
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
<TABLE>
<S> <C>
2884 SAND HILL ROAD, SUITE 200, MENLO PARK,
CALIFORNIA 94025
(Address of principal executive offices) (Zip code)
</TABLE>
Registrant's telephone number, including area code: (415) 854-9700
------------------------
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
<S> <C>
Common Stock, Par Value $1.00 per Share New York Stock Exchange
Preferred Share Purchase Rights New York Stock Exchange
</TABLE>
Securities registered pursuant to Section 12(g) of the Act:
None
------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes _X_ No ____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/
As of February 28, 1994, the aggregate market value of the Common Stock held
by non-affiliates of the registrant was approximately $271,221,383 based on the
closing sale price on that date. This amount excludes the market value of
4,439,980 shares of Common Stock held by registrant's directors and officers and
their affiliates.
As of February 28, 1994, there were outstanding 13,518,520 shares of the
registrant's Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement to be mailed to stockholders in
connection with the registrant's annual meeting of stockholders, scheduled to be
held in May 1994, are incorporated by reference in Part III of this report.
Except as expressly incorporated by reference, the registrant's Proxy Statement
shall not be deemed to be part of this report.
<PAGE>
This Amendment No. 1 to Form 10-K is being filed solely for the purpose of
replacing Exhibit 3.2. No other changes are made.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
ROBERT HALF INTERNATIONAL INC.
(Registrant)
Date: April 15, 1994 By: _________/S/_STEVEN KAREL_________
Steven Karel
Vice President
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
No. Exhibit Page
------- ------------------------------------ ----
3.2 By-Laws.
<PAGE>
EXHIBIT 3.2
BY-LAWS
-------
OF
--
ROBERT HALF INTERNATIONAL INC.
------------------------------
ARTICLE I
---------
OFFICES
-------
Section 1. REGISTERED OFFICE. The registered office of the Corporation
in the State of Delaware shall be at 1209 Orange Street, City of Wilmington,
County of New Castle.
Section 2. PRINCIPAL OFFICE FOR TRANSACTION OF BUSINESS. The principal
office for the transaction of the business of the Corporation shall be at 2884
Sand Hill Road, in the City of Menlo Park, County of San Mateo, State of
California. The Board of Directors may change said principal office from one
location to another within or without said City, County or State.
Section 3. OTHER OFFICES. The Corporation may have offices at such
other place or places, within or without the State of Delaware, as from time to
time the Board of Directors may determine or the business of the Corporation may
require.
ARTICLE II
----------
MEETING OF STOCKHOLDERS
-----------------------
Section 1. PLACE OF MEETINGS. Meetings of the stockholders shall be
held at such place either within or without the State of Delaware as shall be
fixed by the Board of Directors and stated in the notice or waiver of notice of
the meeting.
Section 2. ANNUAL MEETING. The annual meeting of stockholders for the
election of directors and for the transaction of such other business as may come
before the meeting shall be held on such date in each year as the Chairman of
the Board shall designate. The Board of Directors shall present at each annual
meeting a full and clear statement of the business and condition of the
Corporation.
Section 3. SPECIAL MEETINGS. A special meeting of the stockholders for
any purpose or purposes, unless
<PAGE>
otherwise prescribed by statute, may be called at any time by the Chairman of
the Board, or the President or by order of the Board of Directors.
Section 4. NOTICE OF MEETINGS. Except as otherwise provided by law or
the Certificate of Incorporation, written notice of each meeting of stockholders
shall be given not less than ten nor more than sixty days before the date of the
meeting to each stockholder entitled to vote at such meeting, directed to his
address as it appears upon the books of the corporation, said notice to specify
the place, date and hour and purpose or purposes of the meeting. 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 unless the adjournment is for more than thirty days, or
unless after the adjournment a new record date is fixed for the adjourned
meeting, in which event a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting. Notice of the time, place
and purpose of any meeting of stockholders may be waived in writing, either
before or after such meeting, and will be waived by any stockholder by his
attendance thereat in person or by proxy. Any stockholder so waiving notice of
such meeting shall be bound by the proceedings of any such meeting in all
respects as if due notice thereof had been given.
Section 5. QUORUM. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.
Section 6. VOTING. Except as otherwise provided in the Certificate of
Incorporation, each stockholder of voting common stock shall, at each meeting of
the stockholders, be entitled to one vote in person or by proxy for each share
of stock of the Corporation held by him on the date fixed pursuant to the
provisions of Section 3 of Article IX of the By-Laws as the record date and
registered in his name on the books of the Corporation for the determination of
stockholders who shall be entitled to notice and to vote at such meeting. Any
vote of stock of the Corporation may be
<PAGE>
given at any meeting of the stockholders by the stockholder entitled thereto in
person or by proxy but no proxy shall be voted three years after its date,
unless said proxy shall provide for a longer period. At all meetings of the
stockholders all matters including election of directors, except where other
provision is made by law, by the Certificate of Incorporation or by these
By-Laws, shall be decided by the vote of a majority in voting interest of the
stockholders present in person or by proxy and entitled to vote thereat, a
quorum being present. Unless demanded by a stockholder of the Corporation
present in person or by proxy at any meeting of the stockholders and entitled to
vote thereat or so directed by the chairman of the meeting, the vote thereat on
any question or matter, including the election of directors, need not be by
ballot. Upon a demand of any such stockholder for a vote by ballot on any
question or at the direction of such chairman that a vote by ballot be taken on
any question, such vote shall be taken. On a vote by ballot each ballot shall
be signed by the stockholder voting, or by his proxy, and shall state the number
of shares voted. No holder of Preferred Stock shall be entitled to vote at any
meeting of the stockholders, except as provided by law, by the Certificate of
Incorporation or by the Certificate of Determination of Preferences creating
such Preferred Stock.
Section 7. LIST OF STOCKHOLDERS. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at said meeting, arranged in alphabetical order, showing the address of and
the number of shares registered in the name of each stockholder. Such list
shall be open to the examination of any stockholder, for any purpose germane to
the meeting, during ordinary business hours, for a period of at least ten days
prior to the meeting, either at a place within the city where the meeting is to
be held and which place shall be specified in the notice of the meeting, or, if
not specified, at the place where said meeting is to be held, and the list shall
be produced and kept at the time and place of meeting during the whole time
thereof, and may be inspected by any stockholder who is present.
Section 8. INSPECTORS OF VOTES. At each meeting of the stockholders
the chairman of such meeting may appoint one or three Inspectors of Votes to act
thereat. Each Inspector of Votes so appointed shall first subscribe an oath or
affirmation faithfully to execute the duties of an Inspector of Votes at such
meeting with strict impartiality and according to the best of his ability. Such
Inspectors of Votes shall take charge of the ballots at such meeting and after
the balloting thereat on any question shall count the ballots cast thereon and
shall make a report in writing to the secretary of such meeting of the results
thereof. An
<PAGE>
Inspector of Votes need not be a stockholder of the Corporation, and any officer
of the Corporation may be an Inspector of Votes on any question other than a
vote for or against his election to any position with the Corporation or on any
other question in which he may be directly interested. If there are three
Inspectors of Votes, the determination, report or certificate of two such
Inspectors shall be as effective as if unanimously made by all Inspectors.
Section 9. ACTION WITHOUT MEETING. Unless otherwise provided in the
Certificate of Incorporation, any action required to be taken at any annual or
special meeting of stockholders of the Corporation, or any action which may be
taken at any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.
ARTICLE III
-----------
DIRECTORS
---------
Section 1. GENERAL POWERS. The property, business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors.
Section 2. NUMBER, QUALIFICATION AND TERM OF OFFICE. The number of
directors which shall constitute the whole Board shall not be less than six
nor more than eleven. The number of directors shall be fixed at eight and
shall remain at such number unless changed, within the limits specified in the
preceding sentence, from time to time by resolution of the Board of Directors,
upon approval by two-thirds (2/3) of the directors in office, or by the
stockholders at any annual or special meeting. Except as provided in Sections
4 and 5 to this Article III, each of the directors shall be elected by the
stockholders at their annual meeting in each year, and shall hold office until
the next annual meeting and until his successor be elected and qualified or
until his death, resignation or removal. Directors need not be stockholders.
This section shall not be amended to change the two-thirds (2/3) approval
requirement set forth above except with the approval of two-thirds (2/3) of
the directors in office.
<PAGE>
Section 3. RESIGNATIONS. Any director may resign at any time by giving
written notice of his resignation to the Corporation. Any such resignation
shall take effect at the time specified therein, or, if the time when it shall
become effective shall not be specified therein, then it shall take effect
immediately upon its receipt by the Secretary; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.
Section 4. REMOVAL OF DIRECTORS. Any director may be removed, with or
without cause, at any time, by the affirmative vote of a majority in interest
of the stockholders of record of the Corporation entitled to vote, given at a
special meeting of the stockholders called for the purpose, and the vacancy
in the Board of Directors caused by any such removal may be filled by the
stockholders at such meeting or, if the stockholders shall fail to fill such
vacancy, by the Board of Directors as provided in Section 5 of this Article
III.
Section 5. VACANCIES. In case of any vacancy in the Board of Directors
caused by death, resignation, disqualification, removal, an increase in the
number of directors, or any other cause, the successor to fill the vacancy
may be elected by the holders of shares of stock entitled to vote at an
annual or special meeting of said holders or by two-thirds (2/3) of the
directors in office, though less than a quorum, and each director so elected
shall hold office until the next annual election and until his successor shall
be duly elected and qualified, or until his death or until he shall resign or
until he shall have been removed. This section shall not be amended to change
the requirement of a vote two-thirds (2/3) of the directors set forth above
except upon the approval of two-thirds (2/3) of the directors in office.
<PAGE>
Section 6. PLACE OF MEETING. The Board of Directors may hold its
meetings at such place or places within or without the State of Delaware as the
Board of Directors may from time to time determine.
Section 7. ORGANIZATION MEETING. The Board of Directors shall meet
immediately following the annual meeting of stockholders and at the place where
the stockholders' meeting was held, for the purpose of electing officers and
transacting such other business as may lawfully come before it. No notice of
such meeting shall be required.
Section 8. REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held at such times as the Board of Directors shall from time
to time by resolution determine. If any day fixed for a regular meeting shall
be a legal holiday, then the meeting which would otherwise be held on that day
shall be held at the same hour on the next succeeding business day. Except as
otherwise provided by law, notices of regular meetings need not be given.
Section 9. SPECIAL MEETINGS. Special meetings of the Board of
Directors shall be held when called by the Chairman of the Board, the Chairman
of the Executive Committee, the President, the Secretary, Assistant Secretary or
a majority of the Directors.
Section 10. NOTICE OF MEETINGS. Notice of the time and place of all
special meetings of the Board of Directors or any committee thereof, and of any
regular meeting as to which notice is given, shall be given to each director
either by telephone or by written notice delivered personally to each director
or sent to each director by mail or by other form of written communication at
least one day before the date of the meeting. Notice of any meeting may be
waived in writing at any time before or after the meeting and will be waived by
any director by attendance at such meeting.
<PAGE>
Section 11. QUORUM AND MANNER OF ACTING. Except as otherwise provided
by statute or by these By-Laws, a majority of the total number of directors (but
not less than two) shall be required to constitute a quorum for the transaction
of business at any meeting, and the act of a majority of the directors present
at any meeting at which a quorum shall be present shall be the act of the Board
of Directors. In the absence of a quorum, a majority of the directors present
may adjourn any meeting from time to time until a quorum be had. Notice of any
adjourned meeting need not be given.
Section 12. ACTION WITHOUT MEETING. Unless otherwise restricted by the
Certificate of Incorporation or by these By-Laws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof, may be taken without a meeting, if all members of the Board
or of such committee, as the case may be, consent thereto in writing, and such
writing or writings are filed with the minutes of proceedings of the Board or
Committee.
Section 13. MEETING BY TELEPHONE. Unless otherwise restricted by the
Certificate of Incorporation or these By- Laws, members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors, or any committee, by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.
Section 14. COMPENSATION. The Board of Directors may at any time or
from time to time by resolution provide that a specified sum shall be paid to
any director of the Corporation, either as his annual compensation as such
director or member of any committee of the Board of Directors or as compensation
for his attendance at each meeting of the Board of Directors or any such
committee. The Board of Directors may also likewise provide that the Corporation
shall reimburse each director for any expense paid by him on account of his
attendance at any meeting. Nothing in this Section shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.
ARTICLE IV
----------
EXECUTIVE COMMITTEE
-------------------
Section 1. APPOINTMENT. The Board of Directors may by resolution
passed by a majority of the whole Board, appoint an Executive Committee of not
less than three
<PAGE>
members, all of whom shall be directors. The Chairman of the Executive
Committee shall be elected by the Board of Directors.
Section 2. POWERS. The Executive Committee shall have and may
exercise, when the Board is not in session, the power of the Board of Directors
in the management of the business and affairs of the Corporation; but neither
the Executive Committee nor any other committee shall have the power or
authority in reference to amending the Certificate of Incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the Corporation's property and
assets, recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending the By-Laws of the Corporation, nor
shall it have the power or authority to declare a dividend, to authorize the
issuance of stock or to fill vacancies in the Board of Directors or the
Executive Committee.
Section 3. TERM. The term of the Executive Committee shall be
coexistent with that of the Board of Directors which shall have appointed such
Committee. The Board may at any time for any reason remove any individual
member of the Executive Committee and the Board may fill a Committee vacancy
created by death, resignation or removal or increase in the number of members of
the Executive Committee. The Board of Directors may designate one or more
directors as alternate members of the Executive Committee who may replace any
absent or disqualified member at any meeting of the Committee.
Section 4. MEETINGS. Regular meetings of the Executive Committee, of
which no notice shall be required, may be held on such days and at such places
as shall be fixed by resolution adopted by a majority of the Committee and
communicated to all of its members. Special meetings of the Executive Committee
shall be held whenever called by the Chairman of the Executive Committee, the
Chairman of the Board, the President, the Vice President, or a majority of the
members of the Executive Committee then in office and shall be held at such time
and place as shall be designated in the notice of the meeting.
Section 5. QUORUM AND MANNER OF ACTION. A majority of the Executive
Committee shall constitute a quorum for the transaction of business and the act
of a majority of those present at a meeting thereof at which a quorum is present
shall be the act of the Committee.
ARTICLE V
---------
<PAGE>
OTHER COMMITTEES
----------------
Section 1. COMMITTEES OF THE BOARD OF DIRECTORS. The Board of Directors
may, by resolution passed by a majority of the whole Board, from time to time
appoint other committees of the Board of Directors. Each such committee, to the
extent permitted by law and these By-Laws, shall have and may exercise such of
the powers of the Board of Directors in the management and affairs of the
Corporation as may be prescribed by the resolution creating such committee. A
majority of all of the members of any such committee may determine its action
and fix the time and place of its meetings and specify what notice thereof, if
any, shall be given, unless the Board of Directors shall otherwise prescribe.
The Board of Directors shall have power to change the members of any such
committee at any time, to fill vacancies and to discontinue any such committee
at any time.
Section 2. NON-BOARD COMMITTEES. The authority conferred upon the
Board of Directors by Section 1 of this Article V to appoint committees of the
Board of Directors shall not be deemed to preclude the appointment by either the
Board of Directors or the Executive Committee of committees whose members need
not be directors of the Corporation provided that such committees may not
exercise any of the powers of the Board of Directors.
<PAGE>
ARTICLE VI
----------
OFFICERS
--------
Section 1. NUMBER. The officers of the Corporation shall be the
Chairman of the Board, the Vice Chairman of the Board, the Chairman of the
Executive Committee, the President, one or more Vice Presidents, a Secretary and
a Treasurer. The Board of Directors may also appoint one or more Assistant Vice
Presidents, Assistant Secretaries or Assistant Treasurers and such other
officers and agents with such powers and duties as it shall deem necessary.
Assistant Vice Presidents may also be appointed by the Chairman of the Board.
Any of the Vice Presidents may be given such specific designation as may be
determined from time to time by the Board of Directors. Any two or more offices
except those of President and Secretary may be held by the same person.
Section 2. ELECTION AND TERM OF OFFICE. The officers shall be elected
annually by the Board of Directors at its organization meeting following the
annual meeting of the stockholders and each shall hold office until the next
annual election of officers and until his successor is elected and qualified, or
until his death, resignation or removal. Any officer may be removed at any
time, with or without cause, by a vote of the majority of the whole Board. Any
vacancy occurring in any office may be filled by the Board of Directors.
Section 3. CHAIRMAN AND VICE CHAIRMAN OF THE BOARD.
(a) The Chairman of the Board shall exercise such powers and perform such
duties as may be assigned to him by these By-Laws or by the Board of Directors.
The Chairman of the Board shall preside at meetings of the stockholders and
Board of Directors and, in the absence of the Chairman of the Executive
Committee, shall preside at meetings of the Executive Committee. He shall be ex
officio a member of all standing committees of the Board other than any standing
audit committee or compensation committee.
(b) The Vice Chairman of the Board, in the absence of the Chairman of the
Board, shall preside at meetings of the stockholders and Board of Directors. He
shall exercise such other powers and perform such other duties as may be
assigned to him by these By-Laws or by the Board of Directors.
Section 4. CHAIRMAN OF THE EXECUTIVE COMMITTEE. The Chairman of the
Executive Committee shall preside at all meetings of the Executive Committee
and, in the absence of the Chairman of the Board and the Vice Chairman of the
Board, shall preside at meetings of the Board of Directors.
<PAGE>
The Chairman of the Executive Committee shall perform such other duties and may
exercise such other powers as from time to time may be assigned to him by these
By-Laws or by the Board of Directors.
Section 5. PRESIDENT. The President, subject to the general control of
the Board of Directors, shall be the chief executive officer of the Corporation
and, as such, shall be responsible for the management and direction of the
affairs of the Corporation, its officers, employees and agents and shall
supervise generally the affairs of the Corporation. He shall exercise such
other powers and perform such other duties as may be assigned to him by these
By-Laws or by the Board of Directors. In the absence of the Chairman of the
Board and the Vice Chairman of the Board, he shall preside at meetings of the
stockholders and, in the absence of the Chairman of the Board, the Vice Chairman
of the Board and the Chairman of the Executive Committee, he shall preside at
meetings of the Board of Directors and the Executive Committee. He shall be ex
officio a member of all standing committees of the Board other than any standing
audit committee or compensation committee.
Section 6. VICE PRESIDENTS. In the absence of the Chairman of the
Board and the President, the Vice President designated by the Board of Directors
shall have all of the powers and duties conferred upon the President. Except
where by law the signature of the Chairman of the Board or the President is
required, each of the Vice Presidents shall have the same power as the Chairman
of the Board or the President to sign certificates, contracts and other
instruments of the Corporation. Any Vice President shall perform such other
duties and may exercise such other powers as may from time to time be assigned
to him by these By-Laws, the Board of Directors, the Chairman of the Board or
the President.
Section 7. SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall
record or cause to be recorded in books provided for the purpose the minutes of
the meetings of the stockholders, the Board of Directors, the Executive
Committee and all other committees of the Board of Directors, if any; shall see
that all notices are duly given in accordance with the provisions of these
By-Laws and as required by law; shall be custodian of all corporate records
(other than financial) and of the seal of the Corporation and see that the seal
is affixed to all documents, the execution of which on behalf of the Corporation
under its seal is duly authorized in accordance with the provisions of these
By-Laws; shall keep the list of stockholders which shall include the post office
address of each stockholder and make all proper changes therein, retaining and
filing his authority for all such entries; shall see that the books, reports,
statements, certificates and all other
<PAGE>
documents and records required by law are properly kept and filed, and, in
general, shall perform all duties incident to the office of Secretary and such
other duties as may, from time to time, be assigned to him by the Board of
Directors, the Chairman of the Board or the President. At the request of the
Secretary, or in his absence or disability, any Assistant Secretary shall
perform any of the duties of the Secretary and, when so acting, shall have all
the powers and be subject to all the restrictions upon, the Secretary. Except
where by law the signature of the Secretary is required, each of the Assistant
Secretaries shall possess the same power as the Secretary to sign certificates,
contracts, obligations and other instruments of the Corporation, and to affix
the seal of the Corporation to such instruments, and attest the same.
Section 8. TREASURER AND ASSISTANT TREASURER. The Treasurer shall keep
or cause to be kept the books of account of the Corporation and shall render
statements of the financial affairs of the Corporation in such form and as often
as required by the Board of Directors, the Chairman of the Board or the
President. The Treasurer, subject to the order of the Board of Directors, shall
have the custody of all funds and securities of the Corporation. The Treasurer
shall perform all other duties commonly incident to his office and shall perform
such other duties and have such other powers as the Board of Directors, the
Chairman of the Board or the President shall designate from time to time. At the
request of the Treasurer, or in his absence or disability, the Assistant
Treasurer or, in case there shall be more than one Assistant Treasurer, the
Assistant Treasurer designated by the Board of Directors, the Chairman of the
Board, the President or the Treasurer, may perform any of the duties of the
Treasurer and, when so acting, shall have all the powers of, and be subject to
all the restrictions upon, the Treasurer. Except where by law the signature of
the Treasurer is required, each of the Assistant Treasurers shall possess the
same power as the Treasurer to sign all certificates, contracts, obligations and
other instruments of the Corporation.
Section 9. ASSISTANT VICE PRESIDENTS. The Assistant Vice Presidents shall
perform such duties as shall be determined by the Board of Directors, the
Chairman of the Board or the President of the Corporation.
ARTICLE VII
-----------
EXECUTION OF INSTRUMENTS
------------------------
The Board of Directors may, in its discretion, determine the method and
designate the signatory officer or officers, or other person or persons, to
execute any
<PAGE>
corporate instrument or document or to sign the corporate name without
limitation, except where otherwise provided by law or in these By-Laws, and such
designation may be general or confined to specific instances.
ARTICLE VIII
------------
VOTING OF SECURITIES OWNED BY THE CORPORATION
---------------------------------------------
All stock and other securities of other corporations held by the
Corporation shall be voted, and all proxies with respect thereto shall be
executed, by the person authorized so to do by resolution of the Board of
Directors, or, in the absence of such authorization, by the Chairman of the
Board, the Chairman of the Executive Committee, the President or any Vice
President.
ARTICLE IX
----------
SHARES OF STOCK
---------------
Section 1. FORM AND EXECUTION OF CERTIFICATES. The certificates of
stock of the Corporation shall be numbered and shall be entered in the books of
the Corporation as they are issued. They shall exhibit the holder's name and
number of shares and shall be signed by the Chairman of the Board, the President
or any Vice President and the Secretary or an Assistant Secretary. Any or all
of the signatures on such certificate may be a facsimile. In case any officer
of the Corporation who shall have signed, or whose facsimile signature shall
have been placed upon, such certificate shall cease to be such officer before
such certificate shall have been issued, such certificate may nevertheless be
issued by the Corporation with the same effect as though such person were such
officer at the date of issuance.
Section 2. TRANSFER. Transfer 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 of the certificate.
Section 3. FIXING RECORD DATE. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholder or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such
<PAGE>
meeting, nor more than sixty days prior to any other action. A determination of
stockholders of record entitled to notice of or to vote a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.
Section 4. RECORD OWNER. The Corporation shall be entitled to treat
the holder of record of any share or shares of stock as the holder in fact
thereof and accordingly shall not be bound to recognize any equitable or other
claim to or interest in such share on the part of any other person, whether or
not it shall have express or other notice thereof, save as expressly provided by
the laws of Delaware.
Section 5. LOST CERTIFICATES. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.
ARTICLE X
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DIVIDENDS
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Subject to the provisions of law and of the Certificate of Incorporation,
the Board of Directors, at any regular or special meeting, may declare and pay
dividends upon the shares of its stock either (a) out of its surplus as defined
in and computed in accordance with the provisions of law or (b) in case it shall
not have any such surplus, out of its net profits for the fiscal year in which
the dividend is declared and/or the preceding fiscal year, whenever and in such
amount as, in the opinion of the Board of Directors, the condition of the
affairs of the Corporation shall render advisable.
Before payment of any dividend or making any distribution of profits, there
may be set aside out of the surplus or net profits of the Corporation such sum
or sums as the directors may from time to time, in their absolute
<PAGE>
discretion, think proper as a reserve fund to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for such other purpose as the directors shall think conducive to
the interests of the Corporation.
ARTICLE XI
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CORPORATE SEAL
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The corporate seal shall consist of a die bearing the name of the
Corporation and the inscription "Corporate Seal -- Delaware." Said seal may be
used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
ARTICLE XII
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AMENDMENTS
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All By-Laws of the Corporation shall be subject to alterations or repeal,
and new By-Laws may be made, by the stockholders at any annual or special
meeting, or except as otherwise provided by these By-Laws or by law, by the
affirmative vote of a majority of the directors then in office given at any
regular or special meeting of the Board of Directors.
