Item 5. OTHER EVENTS
On February 8, 1995, the Corporation amended its By-Laws. A copy of the amended
By-Laws is attached.
<PAGE>
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
3 (ii) By-Laws of General Re Corporation, as amended February 8, 1995.
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 hereunto duly authorized.
GENERAL RE CORPORATION
(Registrant)
By: Charles F. Barr
Vice President, General Counsel
and Secretary
Date: February 24, 1995
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit No. Description Page No.
3 (ii) By-Laws of General Re Corporation, 5
as amended February 8, 1995
<PAGE>
BY-LAWS
OF
GENERAL RE CORPORATION
As Amended
February 8, 1995
<PAGE>
BY-LAWS
OF
GENERAL RE CORPORATION
ARTICLE I
Meetings of Stockholders
Section 1.1 Annual Meetings. The annual meeting of the stockholders
for the election of directors and for the transaction of such other business
as properly may come before such meeting shall be held on such date
and at such time and place within or without the State of Delaware as
may be designated by the Board of Directors.
Section 1.2 Special Meetings. Except as otherwise provided in Article
VII of the Certificate of Incorporation of the Corporation, special meetings
of the stockholders for any proper purpose or purposes may be called
only by the Board of Directors, pursuant to a resolution adopted by the
Board of Directors, to be held on such date and at such time and place
within or without the State of Delaware as the Board of Directors shall
direct.
Section 1.3 Notice of Meeting. Written notice, signed by the
Chairman of the Board, the President, or the Secretary or an Assistant
Secretary,of every meeting of stockholders stating the purpose or
purposes for which the meeting is called, and the date and time when,
and the place where, it is to be held shall be given either personally or
by mail, to each stockholder entitled to vote at such meeting not less
than ten (10) nor more than sixty (60) days before the meeting, except
as otherwise provided by statute. If mailed, such notice shall be
directed to a stockholder at his address as it shall appear on the
stock books of the Corporation, unlesshe shall have filed with the
Secretary a written request that notices intended for him be mailed
to some other address, in which case it shall be mailed to the address
designated in such request.
Section 1.4 Quorum. The presence at any meeting, in person or by
proxy, of the holders of record of a majority of the shares then issued
andoutstanding and entitled to vote shall be necessary and sufficient
to constitute a quorum for the transaction of business, except where
provided otherwise by statute.
Section 1.5 Adjournments. In the absence of a quorum, a majority in
interest of the stockholders entitled to vote, present in person or by
proxy,or, if no stockholder entitled to vote is present in person or by
proxy, any officer entitled to preside or act as secretary of such meeting,
may adjourn the meeting from time to time until a quorum shall be
present.
<PAGE>
Section 1.6 Voting. Directors shall be chosen in accordance with
Section 2.2 hereof, and, except where otherwise provided by statute,
the Certificate of Incorporation of the Corporation, or these By-laws,
all other questions shall be determined by a majority of the votes cast
on such question.
Section 1.7 Proxies. Any stockholder entitled to vote may vote by
proxy,provided that the instrument authorizing such Proxy to act, shall
have been executed in writing (which shall include telegraphing or
cabling) by the stockholder himself or by his duly authorized attorney.
Section 1.8 Judges of Election. The Board of Directors may appoint
Judges of Election to serve at any election of directors and at balloting
on any other matter that may properly come before a meeting of
stockholders. If no such appointment shall be made, or if any of the
Judges so appointed shall fail to attend, or refuse or be unable to serve,
then such appointment may be made by the presiding officer at the meeting.
Section 1.9. Shareholder Proposed Business at Annual Meetings.
No business may be transacted at an annual meeting of stockholders,
other than business that is either (a) specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the Board of
Directors(or any duly authorized committee thereof), (b) otherwise
properly brought before the annual meeting by or at the direction of the
Board of Directors(or any duly authorized committee thereof) or (c)
otherwise properly brought before the annual meeting by any stockholder
of the Corporation(i) who is a stockholder of record on the date of the
giving of the notice provided for in this Section 1.9 and on the record
date for the determination of stockholders entitled to vote at such annual
meeting and (ii) who complies with the notice procedures set forth in this
Section 1.9.
In addition to any other applicable requirement, for business to be
properly brought before an annual meeting by a stockholder, such
stockholder must have given timely notice thereof in proper written form
to the Secretary of the Corporation.
To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of
the Corporation not less than sixty (60) days nor more than ninety (90)
days prior to the date of the annual meeting; provided, however, that in
the event that less than seventy (70) days' notice or prior public disclosure
of the date of the annual meeting is given or made to stockholders,
notice by the stockholder in order to be timely must be so received not
later than the close of business on the seventh (7th) day following the day
on which such notice of the date of the annual meeting was mailed or
such public disclosure of the date of the annual meeting was made,
whichever first occurs.
<PAGE>
To be in proper written form, a stockholder's notice to the Secretary
must set forth as to each matter such stockholder proposes to bring
before the annual meeting (i) a brief description of the business desired
to be brought before the annual meeting and the reasons for conducting
such business at the annual meeting, (ii) the name and record address
of such stockholder, (iii) the class or series and number of shares of
capital stock of the Corporation which are owned beneficially or of record
by such stockholder, (iv) a description of all arrangements or
understandings between such stockholder and any other person or
persons (including their names) in connection with the proposal of such
business by such stockholder andany material interest of such
stockholder in such business and (v) a representation that such
stockholder intends to appear in person or by proxy at the annual
meeting to bring such business before the meeting.
No business shall be conducted at the annual meeting of
stockholders except business brought before the annual meeting in
accordance with the procedures set forth in this Section 1.9, provided,
however, that, once business has been properly brought before the
annual meeting in accordance with such procedures, nothing in this
Section 1.9 shall be deemed to precludediscussion by any
stockholder of any such business. If the presiding officer of an annual
meeting determines that business was not properly brought beforethe
annual meeting in accordance with the foregoing procedures, the
presiding officer shall declare to the meeting that the business was not
properly brought before the meeting and such business shall not be
transacted.
ARTICLE II
Board of Directors
Section 2.1 Number. The number of directors which shall constitute
the whole Board of Directors shall not be less than nine (9) nor more
than twenty-one (21) and shall be established from time to time by the
affirmative vote of (i) a majority of the directors in office at the time of
such vote, or (ii)the holders of 60% in interest of the outstanding Voting
Shares (as defined in the Certificate of Incorporation of the Corporation)
of the Corporation(considered for this purpose as one class) including
the holders of 60% in interest of the outstanding Voting Shares of the
Corporation held by persons other than an Interested Stockholder (as
defined in the Certificate of Incorporation of the Corporation). When the
number of directors is changed, any increase or decrease in the
number of directorships shall be apportioned among the classes so
as to make all classes as equal in number as possible, provided,
however, that no reduction in the number of directors shall have the
effect of shortening the term of any incumbent director.
Section 2.2 Term of Office. Directors shall be classified by
dividing them into three classes, each consisting as nearly as possible
of an equal number of members. At each annual meeting of
stockholders, one class of directors shall be elected by a majority of
the votes cast to hold office for a term of three years, and until their
successors are elected or until the earliest of the following:
<PAGE>
(a) The Annual Meeting of Stockholders next following the
individual Director's 70th birthday;
(b) Resignation in accordance with Section 2.7 hereof;
(c) Removal in accordance with Section 2.8 hereof; or
(d) Ineligibility in accordance with Section 2.10 hereof.
Section 2.3 Chairman of the Board of Directors. At the first
meeting of the Board of Directors at which a quorum thereof shall
be present after the election of Directors at the annual meeting of
stockholders, a Chairman of the Board of Directors shall be elected
from the members thereof by a vote of the majority of those directors
present. The term of the Chairman of the Board of Directors shall be
for one year except that he shall serve until his successor has been
duly elected and qualified.
The Chairman of the Board may be removed from the Chairmanship
at any time, either with or without cause, by a vote of a majority of all
the directors then in office. Such removal shall not affect his status
as a member of the Board.
The Chairman of the Board shall preside at all meetings of the
stockholders and of the Board of Directors. By virtue of his
office he shall be a member of the Executive and Finance Committees.
He shall make reports to the directors and stockholders and shall
perform all such other duties as are incident to his office or required of
him by the Board of Directors and by the Executive and Finance
Committees.
Section 2.4 Vacancies and Additional Directorships. Except as
otherwise fixed pursuant to the provisions of the Certificate of
Incorporation of the Corporation with respect to the rights of the
holders of any class or series of stock having a preference over the
Common Stock as to dividends or upon liquidation to select directors
under specified circumstances, newly created directorships resulting
from any increase in the number of directors and any vacancies on the
Board of Directors resulting from death, resignation, disqualification,
removal or other cause shall be filled solely by the affirmative vote
of a majority of the remaining directors then in office, even though
less than a quorum of the Board of Directors. Any director elected
in accordance with the preceding sentence shall hold office for the
remainder of the full term of the class of directors in which the new
directorship was created or the vacancy occurred and until such
director's successor shall have been elected and qualified, or until his
resignation under Section 2.7 hereof or his death, or his removal under
the provisions of Section 2.8 hereof, or his ineligibility under the
provisions of Section 2.10 hereof.
Section 2.5 Meetings. A meeting of the Board of Directors shall be
held for organization, for the election of officers and for the transaction
of such other business as may properly come before the meeting,
within sixty (60) days after each annual election of directors.
<PAGE>
The Board of Directors by resolution may provide for the holding of
regular meetings and may fix the times and places at which such
meetings shall be held. Notice of regular meetings shall not be
required to be given, provided that whenever the time or place of
regular meetings shall be fixed or changed, notice of such action
shall be mailed promptly to each director who shall not have been
present at the meeting at which such action was taken, addressed
to him at his residence or usual place of business.
Special meetings of the Board of Directors may be called by the
Chairman of the Board, the President, or any two (2) directors.
Except as otherwise required by statute, notice of each special
meeting shall be mailed to each director, addressed to him at his
residence or usual place of business, or shall be sent to him at
such place by telegram, radio or cable, telephoned or delivered to
him personally, not later than two (2) days before the day on which
the meeting is to be held. Such notice shall state the time and
place of such meeting, but unless otherwise required by statute,
the Certificate of Incorporation of the Corporation or these By-laws,
need not state the purposes thereof.
Notice of any meeting need not be given to any director who shall
attend such meeting in person or who shall waive notice thereof,
before or after such meeting, in writing or by telegram, radio or cable.
Section 2.6 Quorum. One-third of the total number of members of
the Board of Directors as constituted from time to time, but not less
than five (5), shall be necessary and sufficient to constitute a quorum
for the transaction of business. In the absence of a quorum, a majority
of those present at the time and place of any meeting may adjourn
the meeting from time to time until a quorum shall be present and the
meeting may be held as adjourned without further notice or waiver. A
majority of those present at any meeting at which a quorum is present
may decide any question brought before such meeting, except as
otherwise provided by law, the Certificate of Incorporation of the
Corporation or by these By-laws.
Section 2.7 Resignation of Directors. Any director may resign at any
time by giving written notice of such resignation to the Board of Directors,
the Chairman of the Board, the President, or the Secretary. Any such
resignation shall take effect at the time specified therein or, if no time be
specified, upon receipt thereof by the Board of Directors or one of the
above-named officers; and, unless specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
Section 2.8 Removal of Directors. At any special meeting of the
stockholders, duly called as provided in these By-laws, any director
or directors including the Chairman of the Board may be removed from
office pursuant to Article VI of the Certificate of Incorporation of the
Corporation. At such meeting a successor or successors may be
elected in the manner provided in Section 1.6 or if any such vacancy
is not so filled, it may be filled by the directors as provided in Section 2.4.
<PAGE>
Section 2.9 Compensation of Directors. Directors shall receive such
reasonable compensation for their services as such, whether in the
form of salary or a fixed fee for attendance at meetings, with expenses,
if any, as the Board of Directors may from time to time determine.
Nothing herein contained shall be construed to preclude any directors
from serving the Corporation in any other capacity and receiving
compensation therefor.
Section 2.10 Eligibility. No person shall be eligible to hold the office
of Director before he has attained the age of 21 years.
Any employee of the Corporation or of any affiliated corporation who
also serves as a Director will cease to be a Director if he ceases to
be an employee after May 1, 1984.
Such an employee Director shall be ineligible to serve as a Director
after the termination of his employment except in the case of the Chief
Executive Officer who shall become ineligible upon the second
anniversary of the termination of his employment as Chief Executive
Officer.
Section 2.11 Nomination of Directors. Nominations for election to
the Board of Directors of the Corporation at a meeting of the
stockholders may be made by the Board of Directors, or on behalf
of the Board of Directors by any nominating committee appointed by
the Board of Directors, or by any stockholder of the Corporation entitled
to vote for the election of directors at such meeting. Such nominations,
other than those made by or on behalf of the Board, shall be made by
notice in writing delivered or mailed by first class United States mail,
postage prepaid, to the Secretary of the Corporation, and received by him
not less than sixty (60) days nor more than ninety (90) days prior to any
meeting of the stockholders called for the purpose of electing
directors; provided, however, that if less than thirty-five (35) days
notice of the meeting is given to the stockholders, such nomination
shall have been mailed or delivered to the Secretary of the Corporation
not later than the close of business on the seventh (7th) day following
the day on which the notice of meeting was mailed. Such notice shall
set forth as to each proposed nominee who is not an incumbent director
(i) the name, age, business address and, if known, residence address
of each nominee proposed in such notice, (ii) the principal occupation
or employment of each such nominee, (iii) the number of shares of each
class of stock of the Corporation which are beneficially owned by each
such nominee and by the nominating stockholder, and (iv) any other
information concerning the nominee that must be disclosed of nominees
in proxy solicitations pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended. Such notice shall be accompanied
by the written consent of each proposed nominee to serve as a
director of the Corporation, if so elected. No person shall be
eligible for election as a director of the Corporation unless nominated
in accordance with the procedures set forth herein.
<PAGE>
The presiding officer of the meeting may, if the facts warrant,
determine and declare to the meeting that a nomination was
not made in accordance with the foregoing procedure, and if he
should so determine, he shall so declare to the meeting and the
defective nomination shall be disregarded.
Section 2.12 Election by Holders of Preferred Stock. Notwithstanding
the foregoing, whenever the holders of any one or more classes or
series of Preferred Stock issued by the Corporation shall have the right,
voting separately by class or series, to elect directors at an annual
or special meeting of stockholders, the election, term of office, filling
of vacancies and other features of such directorship shall be governed
by the terms applicable thereto, and such directors so elected shall
not be divided into classes pursuant to these By-laws unless expressly
provided by such terms.
ARTICLE III
Committees of the Board
Section 3.1 Committees. The Board of Directors shall have
power to constitute and appoint such committees from their
members as in its judgment may be advantageous or desirable
for the transaction of the business of the Corporation. The
Board shall delineate the functions and authority of each
committee, provided, however, that such committees shall have
no power to amend these by-laws or to alter the number
of directors. Said Committees may adopt their own rules
of procedure, elect their own respective Chairman, and may
hold their respective meetings at such times and at such
place or places as they may find convenient.
Section 3.2 Removal. Any member of any Committee may
be removed at any time by the Board of Directors with or without
cause.
Section 3.3 Compensation. Committee members shall receive
such reasonable compensation for their services as such, whether
in the form of salary or a fixed fee for attendance at meetings,
with expenses, if any, as the Board of Directors may from time
to time determine. Nothing herein contained shall be construed
to preclude any committee member from serving the Corporation
in any other capacity and receiving compensation therefor.
ARTICLE IV
Officers
Section 4.1 Election. The elected officers of the Corporation
shall be a Chairman of the Board, a President, a Treasurer and a
Secretary, all of whom shall be elected by the Board of Directors
at the next regular meeting after the annual meeting of the
stockholders. The Board of Directors may also elect from its
membership one (1) or more directors to serve as Vice Chairman.
<PAGE>
All elected officers shall hold office for one year and until their
successors shall be elected and qualified or until their death,
resignation or removal. One person may hold more than one
office except that the offices of Chairman of the Board and
Secretary or President and Secretary may not be held by the
same person. A vacancy in any office may be filled for the
unexpired term by the directors at any regular meeting of either
the Board of Directors or by the Executive Committee at any
regular meeting or at any special meeting of either the Board
of Directors or the Executive Committee called for that purpose.
The Chairman the Board and the President shall be directors,
but the other officers need not be directors. Either the Chairman
of the Board or the President shall be designated Chief Executive
Officer. The Board of Directors or the Executive Committee may
from time to time appoint one or more Vice Presidents, one
of whom may be designated as Executive Vice President, and
one or more of whom may be designated as Senior Vice
President or Senior Vice Presidents, who shall hold office at
the pleasure of the Board of Directors, and shall perform such
duties as may be designated by these By-laws, or by the Board
of Directors. The Board of Directors or the Executive Committee
may also appoint a Comptroller who shall hold office at the
pleasure of the Board of Directors and shall perform such duties
as may be designated by the Board of Directors or Executive
Committee. The Chief Executive Officer may from time to time
appoint other officers who shall hold office at his pleasure
and who shall perform such duties as he may designate.
Whenever in these By-laws the term Secretary shall be used, it
shall be deemed to apply to the elected Secretary unless
the context shall clearly otherwise indicate.
Section 4.2 Chief Executive Officer. The Chief Executive Officer
shall preside at all meetings of the stockholders. By virtue of his
office he shall be a member of the Executive and Finance
Committees. He shall make reports to the stockholders and
shall perform such other duties as shall be required of him by
the Board of Directors and by the Executive and Finance
Committees.
Section 4.3 Chairman of the Board. The Chairman of the Board
shall be an executive officer and shall perform such duties as
shall be required of him by the Chief Executive Officer.
Section 4.4 President. The President shall be subject to
the direction and supervision of the Chief Executive Officer,
exercise general supervision with respect to the operations of
the Corporation and perform such duties as shall be required
of him by the Chief Executive Officer.
Section 4.5 Vice Chairmen. The Vice Chairmen shall be
executive officers of the Corporation and shall perform such
duties as shall be required of them by the Chief Executive
Officer.
Section 4.6 Vice Presidents. The Vice Presidents and each
of them shall aid the Chief Executive Officer, and the President,
in their duties and advise with them regarding the general
interests of the Corporation, and shall perform all such other
duties as are incident to the office of Vice President, or required
of them by the Chief Executive Officer or the President. In the
absence or incapacity of the Chief Executive Officer, the President,
and the Vice Chairmen, the Board of Directors or the Executive
Committee shall designate one of the Vice Presidents who shall
discharge the duties of the President with the same force and effect
as if performed by the President.
<PAGE>
Section 4.7 Secretary. The Secretary shall give, or cause to be
given, notice of all meetings of the stockholders, directors and
committees, and all other notices required by law or by these
By-laws, and in case of his absence or refusal or neglect to
do so any such notice may be given by any person thereunto
directed by the Chief Executive Officer, or by the President, or
by the directors upon whose requisition the meeting is called as
provided in these By-laws. He shall record or cause to be recorded
all proceedings of the meetings of the stockholders and of the
directors, and of the various committees. He shall have custody
of the corporate seal, and shall affix the same to all instruments
requiring it when authorized by the Board of Directors, the Chief
Executive Officer, the President or the Executive Committee. He
shall perform such other duties as may be assigned to him from
time to time by the Chief Executive Officer or the President. If any
Assistant Secretaries are appointed pursuant to the provisions of
Article IV, Section 4.1 of these By-laws, such Assistant Secretaries
shall have the power to perform any or all of the duties of the elected
Secretary and their actions in so doing shall be binding on the
Corporation. They shall in addition perform such duties as may
be assigned to them from time to time by the Chief Executive Officer
or the President.
Section 4.8 Treasurer. Subject to the authority and control of the
Board of Directors or of the Chairman of the Board, the Treasurer
shall have supervision of the custody of the funds of the Corporation,
and of all bonds, mortgages, notes, securities and other effects of the
Corporation, and shall deposit the same or cause the same to be
deposited to the credit of the Corporation in such depositories as may
be designated by the Board of Directors or the Executive Committee.
He shall have charge of the books of account and the accounting
records and statements of the Corporation with respect to all of its
business and affairs. He shall perform such other duties as may
be assigned to him from time to time by the Chairman of the Board
or the President.
Section 4.9 Removal. Any officer specifically designated in Section
4.1 may be removed at any time, either with or without cause, at any
meeting of the Board of Directors by the vote of a majority of all the
directors then in office. Any officer or agent appointed in accordance
with the provisions of Section 4.1 may be removed, either with or
without cause, by the Board of Directors at any meeting, by the vote
of a majority of the directors present at such meeting, or by any
superior officer or agent upon whom such power of removal shall have
been conferred by the Board of Directors.
Section 4.10 Vacancies. A vacancy in any office by reason of death,
resignation, removal, disqualification or any other cause shall be filled
for the unexpired portion of the term in the manner prescribed by these
By-laws for regular election or appointment to such office.
<PAGE>
ARTICLE V
Indemnification of Officers, Directors, Employees and Agents
Section 5.1. The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or
in the right of the Corporation) by reason of the fact that he is or was a
director, officer or employee of the Corporation or is or was serving at
the request of the Corporation as a director, officer or employee of
another corporation, partnership, joint venture, trust or other enterprise,
or is or was an agent of the Corporation whose contract specifies that
he is entitled to indemnification under these By-laws, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation and, with respect to any criminal action
or proceedings, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests
of the Corporation, and with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct
was unlawful.
Section 5.2. The Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer or employee of the
Corporation, or is or was serving at the request of the Corporation
as a director, officer or employee of another corporation, partnership,
joint venture, trust or other enterprise, or is or was an agent of the
corporation whose contract specifies that he is entitled to indemnification
under these By-laws, against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation, except that no indemnification shall
be made in respect to any claim, issue or matter as to which such
person shall have been adjudged to be liable to the Corporation unless
and only to the extent that the Court of Chancery or the court in
which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.
Section 5.3 To the extent that such director, officer, employee or
agent has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in Section 5.1 or 5.2, or in
defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
<PAGE>
Section 5.4 Any indemnification under Sections 5.1 or 5.2 (unless
ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification
of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct
set forth in Sections 5.1 and 5.2. Such determination shall be made
(1) by the Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit or proceeding,
or (2) if such a quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal
counsel in a written opinion or (3) by the stockholders.
Section 5.5 Expenses incurred in defending a civil or criminal
action, suit or proceeding shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of the director, officer,
employee or agent to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the
Corporation as authorized in these By-laws.
Section 5.6 The indemnification and advancement of expenses
provided by or granted pursuant to the other sections of these
By-laws shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses
may be entitled under any By-law, agreement, vote of stockholders
or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding
such office.
Section 5.7 The Corporation, when authorized by the Board of
Directors, shall purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity or
arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under
the provisions of these By-laws.
Section 5.8 The indemnification and advancement of expenses
provided by, or granted pursuant to, these By-laws shall, unless
otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or agent
and shall inure to the benefit of the heirs, executors and
administrators of such a person.
<PAGE>
ARTICLE VI
Execution of Instruments and Deposit of
Corporate Funds
Section 6.1 Execution of Instruments Generally. The Chairman
of the Board, the President, any Vice President, the Secretary or
the Treasurer may enter into any contract or execute and deliver
any instrument in the name and on behalf of the Corporation. The
Board of Directors may authorize any officer or officers, or agent or
agents, to enter into any contract or execute and deliver any
instrument in the name and on behalf of the Corporation, and
such authorization may be general or confined to specific instances.
Section 6.2 Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to its credit in such
banks or trust companies or with such bankers or other depositories
as the Board of Directors may select, or as may be selected by any
officer or officers or agent or agents authorized so to do by the Board
of Directors. Endorsements for deposit to the credit of the Corporation
in any of its duly authorized depositories shall be made in such manner
as the Board of Directors from time to time may determine.
Section 6.3 Checks, Drafts, etc. All checks, drafts or other orders
for the payment of money, and all notes or other evidences of
indebtedness issued in the name of the Corporation, shall be signed
by such officer or officers or agent or agents of the Corporation, and
in such manner, as from time to time shall be determined by the
Board of Directors.
Section 6.4 Proxies. Proxies to vote with respect to shares of
stock of other corporations owned by or standing in the name of the
Corporation may be executed and delivered from time to time on
behalf of the Corporation by the Chairman of the Board, the President
or a Vice President or by any other person or persons thereunto
authorized by the Board of Directors.
ARTICLE VII
Record Dates
Section 7.1 In order that the Corporation may determine the
stockholders entitled to notice of, or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to
corporate action in writing without 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 (60) nor less than ten (10)
days before the date of such meeting, nor more than sixty (60) days
prior to any other action. Only those stockholders of record on the
date so fixed shall be entitled to any of the foregoing rights,
notwithstanding the transfer of any such stock on the books
of the Corporation after any such record date fixed by the
Board of Directors.
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ARTICLE VIII
Corporate Seal
Section 8.1 The Corporate seal shall be circular in form and shall
bear the name of the Corporation and words and figures denoting
its organization under the laws of the State of Delaware and the
year thereof and otherwise shall be in such form as shall be approved
from time to time by the Board of Directors.
ARTICLE IX
Fiscal Year
Section 9.1 The fiscal year of the Corporation shall be the calendar
year.
ARTICLE X
Amendments
Section 10. 1 Except as otherwise provided in this Section 10.1,
all By-laws of the Corporation may be amended, altered or repealed
and new By-laws may be made by the affirmative vote of at least
a majority of the Board of Directors (including, in the event there
exists an Interested Stockholder, a majority of Continuing Directors,
as such terms are defined in the Certificate of Incorporation of the
Corporation), cast at any regular or special meeting at which a quorum
is present, or by the affirmative vote of such sufficient proportion of
stockholders, cast at any special or annual meeting of stockholders,
at which a quorum is present, provided in Article XII of the Certificate of
Incorporation of the Corporation. Notwithstanding the foregoing, the
provisions of Section 1.2, Section 2.1, Section 2.2, Section 2.4,
Section 2.11 or this Section 10.1 of these By-laws shall not be
amended, altered or repealed, nor shall any new provision
inconsistent therewith be adopted, except by the affirmative vote
of such sufficient proportion of stockholders, cast at any special
or annual meeting of stockholders, at which a quorum is present,
provided in Article XII of the Certificate of Incorporation of the
Corporation.
