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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
RELIANCE GROUP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3082071
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
Park Avenue Plaza
55 East 52nd Street
New York, New York 10055
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Common Stock, $.10 par value The New York Stock Exchange
The Pacific Exchange
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [x]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates:
Not applicable.
Securities to be registered pursuant to Section 12(g) of the Act: None.
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Item 1. Description of Registrant's Securities to be Registered.
(a) Capital Stock. The 1,000,000 shares of Common stock, par value
$.10 per share (the "Common Stock"), registered herein is issuable in
connection with the Long Term Incentive Plan of the Surety Division of
Reliance Insurance Company, a wholly-owned subsidiary of the Registrant. The
description of the Common Stock under the heading "Description of Capital
Stock" in the Registrant's Registration Statement on Form S-3 (File No.
33-67376) is incorporated herein by reference.
Item 2. Exhibits.
The Common Stock is to be registered on exchanges which currently
list securities of the Registrant. Accordingly, the following exhibits are to
be filed with each copy of the Registration Statement filed with the
Securities and Exchange Commission or with the exchanges on which the Common
Stock is to be registered, subject to Rule 12b-32 regarding incorporation of
exhibits by reference.
Exhibit No. Item
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3.1 The Registrant's Certificate of Incorporation, as amended
(incorporated by reference to Exhibit 3(a) to the
Registrant's Registration No. 2-77043).
3.2 Amendment to Exhibit 3.1, as filed with the Secretary of
State of the State of Delaware on July 22, 1986
(incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement No. 33-7493).
3.3 The Registrant's Amended and Restated By-Laws.
3.4 Form of Certificate for the Common Stock (incorporated by
reference to Exhibit 4.1 to the Registrant's Registration
Statement No. 33-53246).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
RELIANCE GROUP HOLDINGS, INC.
Date: December 28, 1998 By: /s/ Albert A. Benchimol
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Name: Albert A. Benchimol
Title: Senior Vice President--
Treasurer
3
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Exhibit Index
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Exhibit No. Item Page
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3.1 The Registrant's Certificate of Incorporation, as
amended (incorporated by reference to Exhibit 3(a) to
Registration No. 2-77043).
3.2 Amendment to Exhibit 3.1 (incorporated by reference
to Exhibit 3.2 to Registration Statement No. 33-7493).
3.3 The Registrant's Amended and Restated By-Laws.
3.4 Form of Certificate for the Common Stock (incorporated
by reference to Exhibit 4.1 to the Registrant's
Registration Statement No. 33-53246).
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Exhibit 3.3
AMENDED AND RESTATED
BY-LAWS
OF
RELIANCE GROUP HOLDINGS, INC.
ADOPTED ON NOVEMBER 18, 1998
ARTICLE I
Offices
1. Registered Office. The registered office of the Corporation in Delaware
shall be at 1209 Orange Street, in the City of Wilmington, County of New
Castle, State of Delaware, and the name of the resident agent in charge
thereof is The Corporation Trust Company.
2. Other Offices. The Corporation may also have an office or offices at such
other place or places, within or without the State of Delaware, as the Board
of Directors may from time to time designate or the business of the
Corporation may require.
ARTICLE II
Stockholders' Meetings
1. Annual Meetings. The annual meeting of the stockholders of the Corporation
for the purpose of electing directors and for the transaction of such other
business as may properly be brought before the meeting shall be held on the
second Thursday of May in each year (or if such day be a legal holiday, then
on the next succeeding day not a legal holiday) at 10:00 o'clock a.m., or at
such other time and date as shall be fixed from time to time by resolution of
the Board of Directors and as set forth in the notice of the meeting. Such
annual meeting of stockholders shall be held at such place, within or without
the State of Delaware, as may be fixed by the Board of Directors.
2. Special Meetings. Special meetings of the stockholders shall be held at
such place within or without the State of Delaware as may be designated in the
notice of said meeting, upon call of the Board of Directors, the Chairman of
the Board, the President or
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the Secretary but not by any other person.
3. Notice of Meetings. The Secretary or any Assistant Secretary shall cause
notice of the place, date and hour of each meeting of the stockholders, and,
in the case of a special meeting, the purpose or purposes for which such
meeting is called, to be given personally or by mail, at least ten (10) but
not more than sixty (60) days prior to the meeting, to each stockholder of
record entitled to vote at his post office address as the same appears on the
books of the Corporation at the time of such mailing. Notice of any meeting of
stockholders need not be given to any stockholder who shall sign a waiver of
such notice in writing, whether before or after the time of such meeting, or
to any stockholder who shall attend such meeting in person or by proxy. Notice
of any adjourned meeting of the stockholders of the Corporation need not be
given, except as otherwise required by statute.
4. Nature of Business at Annual Meetings of Stockholders. No business may be
transacted at an annual meeting of the stockholders of the Corporation, 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 Company (i) who is a stockholder
of record on the date of the giving of the notice provided for in this
paragraph 4 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 paragraph 4.
In addition to any other applicable requirements (including that the
business proposed to be brought before the annual meeting of the stockholders
of the Corporation be a proper matter for stockholder action), 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 ninety (90) days nor more than one hundred twenty
(120) days prior to the anniversary date of the immediately preceding annual
meeting of stockholders; provided, however, that in the event that the annual
meeting is called for a date that is not within thirty (30) days before or
after such anniversary date, notice by the stockholder in order to be timely
must be so received not later than the close of business on the tenth (10th)
day following the day on which such notice of the date of the annual meeting
was mailed or public disclosure of the date of the annual meeting was made,
whichever first occurs.
To be proper written form, a stockholder's notice to the Secretary
must set forth
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as to each matter such stockholder proposes to bring before the annual meeting
of the stockholders of the Corporation (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 and any beneficial owner on whose behalf the proposal is being
made, (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 and
any beneficial owner on whose behalf the proposal is being made, (iv) a
description of all arrangements or understandings between such stockholder and
any other person or persons (including beneficial owners and, in all cases,
the names of such other person or persons) in connection with the proposal of
such business by such stockholder and any material interest of such
stockholder or such other person or persons 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
of the Corporation except business brought before the annual meeting in
accordance with the procedures set forth in this paragraph 4; provided,
however, that, once business has been properly brought before the annual
meeting in accordance with such procedures, nothing in this paragraph 4 shall
be deemed to preclude discussion by any stockholder of any such business. If
the Chairman of an annual meeting of the stockholders of the Corporation
determines that business was not properly brought before the annual meeting in
accordance with the foregoing procedures, the Chairman shall declare to the
meeting that the business was not properly brought before the meeting and such
business shall not be transacted.
The provisions of this paragraph 4 shall first be effective with
respect to the Corporation's Annual Meeting of Stockholders to be held in the
year 2000.
5. Nomination of Directors. Only persons who are nominated in accordance with
the procedures set forth in this paragraph 5 shall be eligible for election as
directors of the Corporation, except as may be otherwise provided in the
Certificate of Incorporation with respect to the right of holders of preferred
stock, if any, of the Corporation to nominate and elect a specified number of
directors in certain circumstances. Nominations of persons for election to the
Board of Directors may be made at any annual meeting of stockholders of the
Corporation, or at any special meeting of stockholders called for the purpose
of electing directors, (a) by or at the direction of the Board of Directors
(or any duly authorized committee thereof) or (b) 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 paragraph 5 and on the record date for the
determination of stockholders entitled to vote at such meeting and (ii) who
complies with the notice procedures set forth in this paragraph 5.
In addition to any other applicable requirements, for a nomination to
be made by
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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 (a) in the case of an annual meeting, not less than ninety (90)
days nor more than one hundred twenty (120) days' prior to the anniversary
date of the immediately preceding annual meeting of stockholders; provided,
however, that in the event that the annual meeting is called for a date that
is not within thirty (30) days before or after such anniversary date, notice
by the stockholder in order to be timely must be so received not later than
the close of business on the tenth (10th) day following the day on which such
notice of the date of the annual meeting was mailed or public disclosure of
the date of the annual meeting was made, whichever first occurs and (b) in the
case of a special meeting of stockholders called for the purpose of electing
directors, not later than the close of business on the tenth (10th) day
following the day on which the notice of the date of the special meeting was
mailed or public disclosure of the date of the special meeting was made,
whichever occurs first. In no event shall the public announcement of the
adjournment of a meeting commence a new time period for the giving of a
stockholder's notice as described above.
To be in proper written form, a stockholder's notice to the Secretary
must set forth (a) as to each person whom the stockholder proposes to nominate
for election as a director (i) the name, age, business address and residence
address of the person, (ii) the principal occupation or employment of the
person, (iii) the class or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by the person and (iv)
any other information relating to the person that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors pursuant to
Section 14 of the Securities Exchange Act of 1934, as amended and the rules
and regulations promulgated thereunder (the "Exchange Act") and (b) as to the
stockholder giving the notice (i) the name and record address of such
stockholder, (ii) the class or series and number of shares of capital stock of
the Corporation which are owned beneficially or of record by such stockholder,
(iii) a description of all arrangements or understandings between such
stockholder and each proposed nominee and any other person or person
(including their names) pursuant to which the nomination(s) are to be made by
such stockholder, (iv) a representation that such stockholder intends to
appear in person or by proxy at the meeting to nominate the persons named in
its notice and (v) any other information relating to such stockholder that
would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for election
of directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder. Such notice must be accompanied by a
written consent of each proposed nominee to being named as a nominee and to
serve as a director if elected.
No person shall be eligible for election as a director of the
Corporation unless
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nominated in accordance with the procedures set forth in this paragraph 5. If
the Chairman of the meeting determines that a nomination was not made in
accordance with the foregoing procedures, the Chairman shall declare to the
meeting that the nomination was defective and such defective nomination shall
be disregarded.
The provisions of this paragraph 5 shall first be effective with
respect to the Corporation's Annual Meeting of Stockholders to be held in the
year 2000.
6. Conduct of Meetings. The Board of Directors of the Corporation may adopt by
resolution such rules and regulations for the conduct of the meeting of
stockholders as it shall deem appropriate. Except to the extent inconsistent
with such rules and regulations as adopted by the Board of Directors, the
Chairman of any meeting of stockholders shall have the right and authority to
prescribe such rules, regulations and procedures and to do all such acts as,
in the judgment of such Chairman, are appropriate for the proper conduct of
the meeting. Such rules, regulations or procedures, whether adopted by the
Board of Directors or prescribed by the Chairman of the meeting, may include,
without limitation, the following: (i) the establishment of an agenda or order
of business for the meeting; (ii) rules and procedures for maintaining order
at the meeting and the safety of those present; (iii) limitations on
attendance at or participation in the meeting to stockholders of record of the
Corporation, their duly authorized and constituted proxies or such other
persons as the Chairman of the meeting shall determine; (iv) restrictions on
entry to the meeting after the time fixed for the commencement thereof and (v)
limitations on the allotted questions or comments by participants. Unless and
to the extent determined by the Board of Directors or the Chairman of the
meeting, meetings of stockholders shall not be required to be held in
accordance with the rules of parliamentary procedure.
7. Quorum. A quorum at all meetings of stockholders shall consist of the
holders of record of a majority of the shares of stock of the Corporation,
issued and outstanding, entitled to vote at the meeting, present in person or
by proxy, except as otherwise provided by statute or the Certificate of
Incorporation. When a quorum is once present to organize a meeting, it is not
broken by the subsequent withdrawal of any stockholders.
8. Absence of Quorum. In the absence of a quorum at any meeting or any
adjournment thereof, a majority of those present in person or by proxy and
entitled to vote may adjourn such meeting from time to time. At any such
adjourned meeting at which a quorum is present any business may be transacted
which might have been transacted at the meeting as originally called.
9. Voting in General. Except as otherwise provided in these By-Laws, the
Certificate of Incorporation or in the laws of the State of Delaware, at every
meeting of the stockholders, each stockholder of record of the Corporation
shall have one vote in person or by proxy for each share of stock having
voting rights held by him and registered in his name on the books of the
Corporation. Any vote on shares of stock of the Corporation
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may be given by the stockholder entitled thereto in person or by his proxy
appointed by an instrument in writing, subscribed by such stockholder, or by
his attorney thereunto authorized, and delivered to the secretary of the
meeting. Except as otherwise required by the laws of the State of Delaware, by
the Certificate of Incorporation or these By-Laws, all matters coming before
any meeting of the stockholders shall be decided by a plurality vote of the
stockholders of the Corporation present in person or by proxy at such meeting
and entitled to vote thereat, a quorum being present.
10. Consent of Stockholders in Lieu of Meeting. To the fullest extent
permitted by law, whenever any action is required or permitted to be taken at
a meeting of stockholders, by law, by the Certificate of Incorporation or by
these By-Laws, such action may be taken without a meeting, without prior
notice and without a vote of stockholders, 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.
ARTICLE III
Directors
1. General Powers The property, affairs and business of the Corporation shall
be managed by or under the direction of its Board of Directors, which shall
consist of not less than one (1) nor more than twenty (20) persons. The exact
number of directors within the maximum and minimum limitations specified shall
be fixed from time to time by resolution of the Board of Directors or by the
stockholders.
2. Term of Office. Each director (whether elected at an annual meeting, or to
fill a vacancy or newly created directorship or otherwise) shall hold office
until his successor shall be elected and shall qualify or until his earlier
resignation or removal.
3. Meetings. Meetings of the Board of Directors shall be held at such place
within or outside of the State of Delaware as may from time to time be fixed
by resolution of the Board of Directors, or as may be specified in the notice
of the meeting. Regular meetings of the Board of Directors shall be held at
such times as may from time to time be fixed by resolution of the Board of
Directors, and special meetings may be held at any time upon the call of the
Chairman of the Board or President or a majority of the directors by oral,
telegraphic or written notice duly served on or sent or mailed to each
director not less than one day before such meeting. A meeting of the Board of
Directors may be held without notice immediately after the annual meeting of
stockholders. Notice need not be given of regular meetings of the Board of
Directors. Meetings may be held at any time without notice if all the
directors are present, or if at any time before or after the meeting
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those not present waive notice of the meeting in writing.
4. Quorum. One-third of the members of the Board of Directors then acting
shall constitute a quorum for the transaction of business, but if at any
meeting of the Board of Directors there shall be less than a quorum present, a
majority of those present may adjourn the meeting, without further notice,
from time to time until a quorum shall have been obtained.
5. Vacancies. In case one or more vacancies shall occur in the Board of
Directors by reason of death, resignation, increase in the number of directors
or otherwise except in so far as otherwise provided in these By-Laws, the
remaining directors, although less than a quorum, may, by a majority vote,
elect a successor or successors for the unexpired term or terms.
6. Removal from Office. Any or all of the directors may by the affirmative
vote of the holders of a majority of all the shares of stock outstanding and
entitled to vote for the election of directors be removed from office, either
with or without cause.
7. Action Without a Meeting. Any action required or permitted to be taken at
any meeting of the Board of Directors or any committee thereof may be taken
without a meeting if all members of the Board of Directors or of the
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 of Directors
or the committee.
8. Regulations; Manner of Acting. To the extent consistent with law, the
Certificate of Incorporation and these By-Laws, the Board of Directors and any
committee thereof may adopt such rules and regulations for the conduct of
meetings of the Board or such committee and for the management of the
property, affairs and business of the Corporation as the Board may deem
appropriate. Members of the Board of Directors and any committee thereof may
participate in a meeting of the Board or such 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 shall
constitute presence in person at such meeting for all purposes of these
By-Laws.
9. Compensation. Directors may, by resolution of the Board of Directors, be
allowed a fixed sum and expenses of attendance for attendance at regular or
special meetings of the Board of Directors; provided that nothing herein
contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees, and others who attend pursuant to
direction, may, by vote of the Board of Directors, be allowed a like fixed sum
and expenses of attendance for attending committee meetings. The Chairman of
each committee, may, by vote of the Board of Directors, be allowed an
additional fixed sum for acting as such.
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10. Executive Committee. The Board of Directors shall appoint an Executive
Committee consisting of one or more members of the Board of Directors, who
shall serve at the pleasure of the Board of Directors. The Board of Directors
may appoint one of the members of the Executive Committee to act as Chairman
of the Executive Committee. The Executive Committee shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation, and may authorize
the seal of the Corporation to be affixed to all papers which may require it,
except that to the extent prohibited by the laws of the State of Delaware, the
Executive Committee shall not have the power or authority to approve, adopt or
recommend to the stockholders of this Corporation, any action or matter
expressly required by the laws of the State of Delaware to be submitted to
stockholders for approval or to adopt, amend or repeal any bylaw of the
Corporation.
11. Finance Committee. The Board of Directors shall appoint a Finance
Committee consisting of one or more members of the Board of Directors, who
shall serve at the pleasure of the Board of Directors. The Board of Directors
may appoint one of the members of the Finance Committee to act as Chairman of
the Finance Committee. The Finance Committee shall have and may exercise, all
powers of the Board of Directors with respect to all financings by the
Corporation and its subsidiaries for whatever purpose (including without
limitation, for operations, acquisitions and/or sales). The financings
approved by the Finance Committee may be effected through borrowings,
financing leases, issues of notes, bonds, debentures, mortgages, guarantees
(including without limitation, guarantees and indemnifications required by
purchasers in connection with sales of assets), common and preferred stock,
warrants, options, rights, other convertible or non-convertible securities or
otherwise and, may be, at the discretion of the Committee, secured by the
assets of the Corporation and/or its subsidiaries. The Finance Committee may
authorize the seal of the Corporation to be affixed to all papers which may
require it.
12. Nominating Committee. The Board of Directors shall appoint a Nominating
Committee consisting of one or more members of the Board of Directors, who
shall serve at the pleasure of the Board of Directors. The Board of Directors
may appoint one of the members of the Nominating Committee to act as Chairman
of the Nominating Committee. The Nominating Committee shall recommend to the
Board of Directors candidates for election to the Board of Directors. The
Nominating Committee shall consider candidates recommended for nomination at
an annual meeting of stockholders by holders of the Corporation's common stock
who are stockholders of record on the date of the giving of notice provided in
this paragraph 12; provided that such recommendations are received by the
Corporation no less than ninety (90) and no more than one hundred twenty (120)
days prior to the anniversary date of the immediately preceding annual meeting
of stockholders and; provided further that such recommendation is delivered
together with a resume of the experience and qualifications of the proposed
nominee and a written
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statement from such nominee consenting to be nominated and to serve, if
elected.
13. Regular Compensation Committee. The Board of Directors shall appoint a
Regular Compensation Committee consisting of one or more members of the Board
of Directors, who shall serve at the pleasure of the Board of Directors. The
Board of Directors may appoint one of the members of the Regular Compensation
Committee to act as Chairman of the Regular Compensation Committee. The
Regular Compensation Committee shall have and may exercise the authority to
evaluate the performance and approve the compensation of all principal
executive officers of the Corporation who are not directors.
14. Special Compensation Committee. The Board of Directors shall appoint a
Special Compensation Committee consisting of one or more members of the Board
of Directors, who shall serve at the pleasure of the Board of Directors. The
Board of Directors may appoint one of the members of the Special Compensation
Committee to act as Chairman of the Special Compensation Committee. The
Special Compensation Committee shall have and may exercise the authority to
(a) evaluate performance and approve compensation of officers of the
Corporation who are also directors of the Corporation and of the principal
executive officers of the Corporation's insurance operations, (b) approve
transactions which would be required to be disclosed to stockholders of the
Corporation under Item 404(a) of Regulation S-K of the Securities Exchange Act
of 1933, as amended, (c) administer such bonus, stock option, stock purchase,
compensation and other similar plans as the Board of Directors may from time
to time approve and to which plans the provisions of Section 162(m) of the
Internal Revenue Code of 1986, as amended, apply.
15. Audit Committee. The Board of Directors shall appoint an Audit Committee
consisting of one or more members of the Board of Directors (provided that for
so long as the Corporation has common stock listed on the New York Stock
Exchange, the members of the Audit Committee shall be directors who meet the
New York Stock Exchange's requirements for independence), who shall serve at
the pleasure of the Board of Directors. The Board of Directors may appoint one
of the members of the Audit Committee to act as Chairman of the Audit
Committee. The Audit Committee shall have and may exercise the authority to
(i) nominate the Corporation's auditors for approval of the stockholders of
the Corporation if it deems such approval necessary or appropriate, (ii)
review the results of the annual audits performed by the Corporation's
auditors, (iii) review the adequacy of internal accounting and financial
reporting controls, (iv) review the internal audit function, (v) review new
developments that may have an effect on the Corporation's financial reports,
and (vi) review any potential conflicts of interest and business ethics
questions which arise with respect to the Corporation.
16. Other Committees; Elimination of Committees. The Board of Directors, in
its discretion, may appoint one or more committees (in addition to the
Committees described above), each consisting of one or more members of the
Board of Directors. The Board
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of Directors may appoint one of the members of any such committee to be the
Chairman of that Committee. Each such committee shall have such powers and
duties as may be provided by resolution or resolutions of the Board of
Directors. The Board of Directors may also change the authority or size of, or
eliminate entirely, any of the Committees described in these By-Laws or
created hereafter.
17. Quorum; Manner of Acting, etc. Each Committee shall have quorum
requirements which are no more restrictive than those of the Board of
Directors and shall in all other respects act in the manner and following the
procedures established for the Board of Directors.
ARTICLE IV
Officers
1. General. Subject to the last sentence hereof, the officers of the
Corporation shall be appointed by the Board of Directors and shall be a
Chairman of the Board, a President, one or more Executive Vice Presidents, one
or more Vice Presidents (one or more of which may be designated Senior Vice
Presidents by the Board of Directors), a Secretary and a Treasurer. From time
to time the Board of Directors may appoint such Assistant Secretaries,
Assistant Treasurers and such other officers, agents and employees as it may
deem proper. Any number of offices may be held by the same person. The
Chairman of the Board and the President shall be chosen from among the
Directors. Notwithstanding the authority granted to the Board in this
paragraph 1, the Chairman of the Board and the President, acting singly or
together, may appoint one or more Vice Presidents (but may not designate any
such Vice Presidents as Senior Vice Presidents), Assistant Secretaries and
Assistant Treasurers.
2. Term. All officers shall hold their offices until their respective
successors are elected and qualify, or until their earlier resignation or
removal. Any officer may be removed from office, either with or without cause,
at any time by the affirmative vote of a majority of the members of the Board
of Directors then in office or by the Chairman of the Board or the President,
if such officer holds an office to which he could have been appointed by the
Chairman of the Board or the President under these By-Laws. Any officer may
resign at any time upon written notice to the Corporation.
3. Power to Vote and Sell Securities Owned by the Corporation. Unless
otherwise ordered by the Board of Directors, the Chairman of the Board, the
President, any Executive Vice President or the Senior Vice President and Chief
Investment Officer, acting singly or together, shall have full power and
authority on behalf of the Corporation (a) to attend, to act and to vote at
any meetings of security holders of the corporations in which the Corporation
may hold securities, and at any such meetings shall possess and
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may exercise any and all the rights and powers incident to the ownership of
such securities, and which, as the owner thereof, the Corporation might have
possessed and exercised, if present and (b) to sell any securities of
corporations owned by the Corporation (as long as the value of such securities
does not constitute all or substantially all of the assets of the
Corporation). The Board of Directors by resolution from time to time may
confer like powers upon any other person or persons.
ARTICLE V
Duties of Officers
1. Chairman of the Board. The Chairman of the Board shall be the Chief
Executive Officer of the Corporation and shall have general charge and control
of all the property, business and affairs of the Corporation and, subject to
the supervision of the Board of Directors, he shall have general supervision
over the Corporation's officers, employees and agents. He shall sign (unless
the President, an Executive Vice President or a Vice President shall have
signed) certificates representing the stock of the Corporation authorized for
issuance by the Board of Directors or the Executive Committee. He may enter
into any contract or execute and deliver any instrument in the name and on
behalf of the Corporation in the ordinary course of the Corporation's
business. He shall have all powers and perform all duties incident to the
office of a chief executive officer of a corporation and such other duties as
are given to him by these By-Laws or as from time to time may be assigned to
him by the Board of Directors or the Executive Committee.
2. President. The President shall, in the absence of the Chairman of the
Board, preside at meetings of the stockholders and of the Board of Directors
and shall, in case of a vacancy in the office of the Chairman of the Board,
have the power to perform the duties incident to such office. He shall be the
Chief Operating Officer of the Corporation and have such other duties as are
given to him by these By-Laws or as from time to time may be assigned to him
by the Chairman of the Board, the Board of Directors or the Executive
Committee.
3. Executive Vice President. Each Executive Vice President shall perform and
carry out such executive functions as may be assigned him from time to time by
the Chairman of the Board, the President, the Board of Directors or the
Executive Committee. At the request or absence or disability of the Chairman
of the Board and the President, the most senior Executive Vice President shall
perform and carry out the functions and duties of those officers.
4. Vice Presidents. Each Vice President shall have such powers and perform
such duties as may be assigned to him by the Chairman of the Board, the
President, an Executive Vice President, the Board of Directors or the
Executive Committee. At the
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request or in the absence or disability of the Chairman of the Board, the
President and the Executive Vice Presidents, the senior of the Senior Vice
Presidents (or if none shall have been designated, the senior of the Vice
Presidents present and able to act or such other Vice President as may be
designated by the Board of Directors) may perform all the duties of such
officers and, when so acting, shall have all the powers of and be subject to
all the restrictions upon such officers. Any Vice President may sign (unless
the Chairman of the Board, the President, an Executive Vice President or
another Vice President shall have signed) certificates representing stock of
the Corporation authorized for issuance by the Board of Directors or the
Executive Committee.
5. Treasurer. The Treasurer shall have the custody of all the funds and
securities of the Corporation. Whenever required by the Board of Directors, he
shall render an account of all his transactions as Treasurer and of the
financial condition of the Corporation. He shall give bond for the faithful
discharge of his duties if the Board of Directors so requires. He may sign
(unless an Assistant Treasurer or the Secretary or an Assistant Secretary
shall have signed) certificates representing stock of the Corporation
authorized for issuance by the Board of Directors or the Executive Committee.
He shall perform, in general, all duties incident to the office of a treasurer
of a corporation and such other duties as are given to him by these By-Laws or
as from time may be assigned to him by the Board of Directors, the Executive
Committee, the Chairman of the Board or the President.
6. Assistant Treasurers. The Board of Directors may, from time to time,
designate and elect one or more Assistant Treasurers who shall have such
powers and perform such duties as may be assigned to them by the Board of
Directors, the Executive Committee or the Treasurer. At the request or in the
absence or disability of the Treasurer, the Assistant Treasurer (or, if there
are two or more Assistant Treasurers, then the senior of the Assistant
Treasurers present and able to act or such other Assistant Treasurer as may be
designed by the Board of Directors) may perform all 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.
7. Secretary. The Secretary shall attend to the giving and serving of all
notices of the Corporation. He shall keep or cause to be kept a record of the
proceedings of the meetings of the stockholders and of the Board of Directors
in books kept for that purpose. He shall be the custodian of the seal of the
Corporation, and cause such seal (or a facsimile thereof) to be affixed to all
certificates representing the stock of the Corporation prior to the issuance
thereof and to all instruments the execution of which on behalf of the
Corporation under its seal shall have been duly authorized in accordance with
these By-Laws, and when so affixed he may attest the same. He shall have
charge of the records of the Corporation, including the stock books and such
other books, reports, statements and other documents as the Board of Directors
may direct to be kept or as are required by law to be kept, all of which shall
at all reasonable times be open to inspection by any
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director. He shall sign (unless the Treasurer, an Assistant Treasurer or an
Assistant Secretary shall sign) certificates representing stock of the
Corporation authorized for issuance by the Board of Directors or the Executive
Committee. He shall perform all duties incident to the office of a secretary
of a corporation and such other duties as are given to him by these By-Laws or
as from time to time may be assigned to him by the Board of Directors, the
Chairman of the Board or the President.
8. Assistant Secretaries. The Board of Directors may, from time to time,
designate and elect one or more Assistant Secretaries who shall have such
powers and perform such duties as may be assigned to them by the Board of
Directors or the Secretary. At the request or in the absence of the Secretary,
the Assistant Secretary (or, if there are two or more Assistant Secretaries,
then the senior of the Assistant Secretaries present and able to act or such
other Assistant Secretary as may be designated by the Board of Directors) may
perform all the duties of the Secretary and, when so acting, shall have all
the powers of and be subject to all the restrictions upon the Secretary.
9. Delegation by Board of Directors. In the case of absence or inability to
act of any officer of the Corporation and of any person herein authorized to
act in his place, the Board of Directors or (in the case of any Vice
President, other than one designated as senior vice president, Assistant Vice
President, Assistant Treasurer or Assistant Secretary), the Chairman of the
Board or President may from time to time delegate the powers of such officer
to any other officer or any director or any other person so selected.
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ARTICLE VI
Capital Stock
1. Certificates of Stock.
(a) All classes or series of stock of the Corporation may be issued
in uncertificated form. Notwithstanding the preceding sentence, every holder
of stock in the Corporation shall be entitled, upon his request, to have a
certificate, signed by, or in the name of the Corporation by, the Chairman of
the Board, the President, an Executive Vice President or any Vice President
and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant
Secretary, certifying the number of shares owned by him in the Corporation.
Any or all signatures on the certificate may be a facsimile.
(b) Certificates representing shares of stock of the Corporation, if
any, shall be in such form as shall be approved by the Board of Directors.
(c) There shall be entered upon the stock books of the Corporation at
the time of issuance of each share the number of the certificate issued, the
name of the person owning the shares represented thereby, the number and class
of such shares, and the date of issuance thereof. Every certificate exchanged
or returned to the Corporation shall be marked "Cancelled", with the date of
cancellation.
2. Transfers of Stock. Upon surrender to the Corporation or the transfer agent
of the Corporation of a certificate representing shares, duly endorsed or
accompanied by appropriate evidence of succession, assignment or authority to
transfer, the Corporation shall issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction upon its
books. Subject to the provisions of the Certificate of Incorporation and these
By-Laws, the Board of Directors may prescribe such additional rules and
regulations as it may deem appropriate relating to the issue, transfer and
registration of shares of the Corporation.
ARTICLE VII
Corporate Seal
The Corporate Seal of the Corporation shall be circular in form and
shall bear the name of the Corporation, the year of incorporation and the
words, "Corporate Seal" and "Delaware". The form of the seal shall be subject
to alteration by the Board of Directors and the seal may be used by causing it
or a facsimile to be impressed or affixed or printed or otherwise reproduced.
Any officer or director of the Corporation shall have authority to affix the
corporate seal of the Corporation to any document requiring the same, and to
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attest the same.
ARTICLE VIII
Indemnification and Insurance
1. Indemnification. Each person who has been or is threatened to be made a
party to any threatened, pending or completed action, suit or proceedings,
whether civil, criminal, administrative or investigative, by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is serving or has served at the request of the Corporation as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall be indemnified by the
Corporation 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, and expenses (including
attorneys' fees) incurred in connection therewith may be advanced by the
Corporation, all to the full extent and in the manner permitted by Section 145
of the General Corporation Law of the State of Delaware (or any other similar
provision or provisions of applicable law at the time in effect). Without in
any way limiting the generality of the foregoing, expenses (including
attorneys' fees) incurred by an officer or director in defending any civil,
criminal, administrative or investigative 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 such
director or officer to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the Corporation as authorized in
Section 145 of the Delaware General Corporation Law.
The indemnification provided hereby shall not be deemed exclusive of
any other rights to which those indemnified 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, and shall 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.
2. Insurance. By action of the Board of Directors, notwithstanding any
interest of the Directors in such action, the Corporation may purchase and
maintain insurance, in such amounts as the Board may deem appropriate, 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
indemnity him against such liability under applicable provisions of law.
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ARTICLE IX
Amendments
The By-Laws of the Corporation shall be subject to alteration,
amendment or repeal, and new By-Laws not inconsistent with any provision of
the Certificate of Incorporation or statute, may be made, either by the
affirmative vote of the holders of a majority in interest of the stockholders
of the Corporation present in person or by proxy at any annual or special
meeting of the stockholders and entitled to vote thereat a quorum being
present, provided that notice of such proposed action shall have been given in
the call for the meeting, or by the affirmative vote of a majority of the
whole Board, given at any regular or special meeting of the Board of
Directors.
ARTICLE X
Business Combinations with Interested Stockholders
The Corporation hereby elects not to be governed by Section 203 of
the General Corporation Law relating to business combinations with interested
stockholders and, accordingly, shall not be governed by such Section 203. As
and to the extent required by Section 203 (b)(2) of the General Corporation
Law, this Article X shall not be further amended by the Board of Directors.
