[Reflects all amendments through October 17, 2000]
BY-LAWS
OF
GANNETT CO., INC.
ARTICLE I.
Meetings of Stockholders
Section 1. Annual Meetings: The annual
meeting of the 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 and at such hour as shall each
year be fixed by the Board of Directors.
Section 2. Special Meetings: Except as
otherwise required by law and subject 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, special meetings of
the stockholders may be called only by the
Chairman of the Board or by the Board of Directors
pursuant to a resolution approved by a majority of
the entire Board of Directors.
Section 3. Place of Meeting: Meetings of
stockholders of the Corporation shall be held at
such place, either within or without the State of
Delaware, as shall be fixed by the Board of
Directors in the case of meetings called by the
Board, or by the Chairman of the Board in the case
of meetings called by the Chairman, and specified
in the notice of said meeting.
Section 4. Notice of Meetings: Except as
otherwise permitted or provided by law or these By-
laws, written notice of each meeting of the
stockholders shall be given to each stockholder of
record entitled to vote at such meeting, whether
annual or special, not less than ten (10) nor more
than sixty (60) days before the day on which the
meeting is to be held. A written waiver of notice of
any meeting of stockholders, signed by the person
entitled to notice, whether before or after the time
stated therein, shall be deemed equivalent to
notice. Notice of any adjourned meeting of
stockholders shall not be required to be given,
except where expressly required by law.
Section 5. Organization: At each meeting of
the stockholders, the Chairman of the Board, or in
his absence, the Vice Chairman, or in the absence
of both officers, an officer selected by the Chairman
of the Board, or if the Chairman of the Board has
made no selection, an officer selected by the Board,
shall act as chairman of the meeting and the
Secretary or, in his absence, an Assistant
Secretary, if one be appointed, shall act as
secretary of the meeting. In case at any meeting
none of the officers who have been designated to
act as chairman or secretary of the meeting,
respectively, shall be present, a chairman or
secretary of the meeting, as the case may be, shall
be chosen by the vote of a majority in interest of the
stockholders of the Corporation present in person
or by proxy and entitled to vote at such meeting.
Section 6. Quorum and Conduct of
Meetings.
(a) At each meeting of the
stockholders, except where otherwise
provided by law, the holders of a majority of
the issued and outstanding shares of each
class of stock of the Corporation entitled to
vote at such meeting shall constitute a
quorum for the transaction of business and a
majority in amount of such quorum shall
decide any questions that may come before
the meeting. In the absence of a quorum, a
majority in interest of the stockholders of the
Corporation present in person or by proxy
and entitled to vote, or, if no stockholder
entitled to vote is present, any officer entitled
to preside at, or act as secretary of, such
meeting, shall have the power to adjourn the
meeting from time to time until stockholders
holding the requisite amount of stock shall be
present or represented. At any such
adjourned meeting at which a quorum shall
be present, any business may be transacted
which might have been transacted at the
meeting as originally called.
(b) The date and time of the opening
and the closing of the polls for each matter
upon which the stockholders will vote at a
meeting shall be announced at the meeting
by the chairman of the meeting. The Board
of Directors 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 time allotted to
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 conducted in accordance
with the rules of parliamentary procedure.
Section 7. Voting.
(a) At each meeting of
stockholders every stockholder of
record of the Corporation entitled to
vote at such meeting shall be entitled
to one vote for each share of stock of
the Corporation registered in his name
on the books of the Corporation on the
record date for such meeting. Each
stockholder entitled to vote at a
meeting of stockholders or to express
consent or dissent to corporate action
in writing without a meeting may
authorize another person or persons
to act for him by proxy. Such proxy
shall be appointed by an instrument in
writing, subscribed by such
stockholder or by his attorney
thereunto authorized and delivered to
the secretary of the meeting, or shall
otherwise be executed and transmitted
as may be permissible under
applicable law; provided, however,
that no proxy shall be voted on after
three years from its date unless said
proxy provides for a longer period. At
all meetings of the stockholders, all
matters (except where other provision
is made by statute, by the Certificate
of Incorporation or by these By-laws)
shall be decided by the vote of a
majority of the stock present in person
or by proxy and entitled to vote at the
meeting. At each meeting of
stockholders for the election of
Directors, the voting for Directors
need not be by ballot unless the
chairman of the meeting or the
holders, present in person or by proxy,
of a majority of the stock of the
Corporation entitled to vote at such
meeting shall so determine.
(b) The date and time of the
opening and the closing of the polls
for each matter upon which the
stockholders will vote at a meeting
shall be announced at the meeting.
No ballot, proxies or votes, nor any
revocations thereof or changes
thereto, shall be accepted by the
inspectors after the closing of the polls
unless a proper court upon application
by a stockholder shall determine
otherwise.
(c) The Corporation shall, in
advance of any meeting of
stockholders, appoint one or more
inspectors to act at the meeting and
make a written report thereof. The
Corporation may designate one or
more persons as alternate inspectors
to replace any inspector who fails to
act. If no inspector or alternate is able
to act at a meeting of stockholders,
the person presiding at the meeting
shall appoint one or more inspectors
to act at the meeting. Each inspector,
before entering upon the discharge of
his or her duties, shall take and sign
an oath faithfully to execute the duties
of inspector with strict impartiality and
according to the best of his or her
ability.
(d) The inspectors shall (i)
ascertain the number of shares
outstanding and the voting power of
each, (ii) determine the shares
represented at a meeting and the
validity of proxies and ballots, (iii)
count all votes and ballots, (iv)
determine and retain for a reasonable
period a record of the disposition of
any challenges made to any
determination by the inspectors, (v)
certify their determination of the
number of shares represented at the
meeting and their count of all votes
and ballots, and (vi) perform such
other duties as may be required by
law or designated by the Secretary of
the Corporation. In performing their
duties, the inspectors of election shall
follow applicable law and the
instructions of the Secretary.
Section 8. List of Stockholders: It shall be
the duty of the Secretary or other officer of the
Corporation who shall have charge of its stock
ledger, either directly or through another officer of
the Corporation designated by him or through a
transfer agent or transfer clerk appointed by the
Board of Directors, to prepare and make available,
at least ten (10) days before every meeting of the
stockholders, a complete list of the stockholders
entitled to vote thereat, arranged in alphabetical
order and showing the address of each stockholder
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 said ten (10) days, either at a place within
the city where the meeting is to be held, which
place shall be specified in the notice of meeting, or,
if not so specified, at the place where said meeting
is to be held. The list shall be produced and kept at
the time and place of said meeting during the whole
time thereof and subject to the inspection of any
stockholder who shall be present thereat. The
original or duplicate stock ledger shall be the only
evidence as to who are the stockholders entitled to
examine the stock ledger, such list or the books of
the Corporation, or to vote in person or by proxy at
such meeting.
Section 9. Stockholder Action: Any action
required or permitted to be taken by the
stockholders of the Corporation must be effected at
a duly called annual or special meeting of such
holders and may not be effected by any consent in
writing by such holders.
ARTICLE II.
Board of Directors
Section 1. General Power: The property,
business and affairs of the Corporation shall be
managed by or under the direction of the Board of
Directors.
Section 2. Number and Terms: Except as
otherwise fixed pursuant to the provisions of Article
FOURTH of the Certificate of Incorporation relating
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 elect
additional directors under specified circumstances,
the number of the directors of the Corporation shall
be fixed from time to time by majority vote of the
entire Board of Directors. The directors, other than
those who may be elected by the holders of any
class or series of stock having preference over the
Common Stock as to dividends or upon liquidation,
shall be classified, with respect to the time for which
they severally hold office, into three classes, as
nearly equal in number as possible, as determined
by the Board of Directors, one class to be originally
elected for a term expiring at the annual meeting of
stockholders to be held in 1986, another class to be
originally elected for a term expiring at the annual
meeting of stockholders to be held in 1987, and
another class to be originally elected for a term
expiring at the annual meeting of stockholders to be
held in 1988, with the members of each class to
hold office until their successors are elected and
qualified. At each annual meeting of the
stockholders of the Corporation, the successors of
the class of directors whose term expires at that
meeting shall be elected to hold office for a term
expiring at the annual meeting of stockholders held
in the third year following the year of their election.
Section 3. Qualifications of Directors: No
one shall be eligible to serve as a member of the
Board of Directors after the first annual meeting of
shareholders following his or her seventieth
birthday, or, in the case of anyone who has at any
time served as an executive of this Corporation,
after the first annual meeting of shareholders
following his or her sixty-fifth birthday or the date on
which he or she retires under the Corporation's
retirement plan, whichever occurs first. Every
person who is elected a director of this Corporation
at the 1989 annual meeting of shareholders of this
Corporation or thereafter shall at the time of his or
her election to the Board, and at all times during his
or her tenure as a director, own, directly or
beneficially (beneficial ownership to be determined
in accordance with the Securities Exchange Act of
1934), at least one thousand shares of the common
stock of this Corporation.
Section 4. Nominations: Subject to the
rights of any class or series of stock having a
preference over the Common Stock as to dividends
or upon liquidation to elect directors under specified
circumstances, nominations for the election of
directors may be made by the Board of Directors or
a committee appointed by the Board of Directors or
by any stockholder entitled to vote in the election of
directors generally. However, any stockholder
entitled to vote in the election of directors generally
may nominate one or more persons for election as
director at a meeting only if written notice of such
stockholder's intent to make such nomination or
nominations has been given, either by personal
delivery or by United States mail, postage prepaid,
to the Secretary of the Corporation not later than (i)
with respect to an election to be held at an annual
meeting of stockholders, 90 days in advance of
such meeting, and (ii) with respect to an election to
be held at a special meeting of stockholders for the
election of directors, the close of business on the
tenth day following the date on which notice of such
meeting is first given to stockholders. Each such
notice shall set forth: (a) the name and address of
the stockholder who intends to make the nomination
and of the person or persons to be nominated; (b) a
representation that the stockholder is a holder of
record of stock of the Corporation entitled to vote at
such meeting and intends to appear in person or by
proxy at the meeting to nominate the person or
persons specified in the notice; (c) a description of
all arrangements or understandings between
stockholder and each nominee and any other
person or persons (naming such person or persons)
pursuant to which the nomination or nominations
are to be made by the stockholder; (d) such other
information regarding each nominee proposed by
such stockholder as would be required to be
included in a proxy statement filed pursuant to the
proxy rules of the Securities and Exchange
Commission, had the nominee been nominated, or
intended to be nominated, by the Board of
Directors; and (e) the consent of each nominee to
serve as a director of the Corporation if so elected.
The chairman of the meeting may refuse to
acknowledge the nomination of any person not
made in compliance with the foregoing procedure.
Section 5. Notice of Stockholder Business:
At an annual meeting of the stockholders, only such
business shall be conducted as shall have been
properly brought before the meeting. To be
properly brought before an annual meeting,
business must be (a) specified in the notice of
meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, (b) otherwise
properly brought before the meeting by or at the
direction of the Board of Directors, or (c) otherwise
properly brought before the meeting by a
stockholder. For business to be properly brought
before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation. To be
timely, a stockholder's notice must be delivered to
or mailed and received at the principal executive
offices of the Corporation, not less than 90 days
prior to the meeting. A stockholder's notice to the
Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual
meeting (a) 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, (b) the name and address, as
they appear on the Corporation's books, of the
stockholder proposing such business, (c) the class
and number of shares of the Corporation which are
beneficially owned by the stockholder, and (d) any
material interest of the stockholder in such
business. Notwithstanding anything in the By-laws
to the contrary, no business shall be conducted at
an annual meeting except in accordance with the
procedures set forth in this Section 5. The
chairman of an annual meeting shall, if the facts
warrant, determine and declare to the meeting that
business was not properly brought before the
meeting and in accordance with the provisions of
this Section 5 and if he should so determine, he
shall so declare to the meeting and any such
business not properly brought before the meeting
shall not be transacted.
Section 6. Election: At each annual meeting
of stockholders, Directors shall, except as otherwise
required or provided by law or by the Certificate of
Incorporation, be elected by a plurality of the votes
cast at such meeting by the holders of stock entitled
to vote in the election. Each Director shall hold
office until his successor shall be elected and
qualified, or until his death, or until he shall resign
or shall have been removed in the manner
hereinafter provided, or until he shall cease to
qualify.
Section 7. Resignation: Any Director of the
Corporation may resign at any time by giving notice
in writing or by electronic transmission to the
Corporation. The resignation of any Director shall
take effect at the time specified therein, and, unless
otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it
effective.
Section 8. Removal of Directors: Any
Director may be removed from office, with cause, by
the affirmative vote of the holders of record of a
majority of the combined voting power of the
outstanding shares of Stock entitled to vote
generally in the election of directors, voting together
as a single class and without cause, only by the
affirmative vote of the holders of 80% of the
combined voting power of the then outstanding
shares of stock entitled to vote generally in the
election of directors, voting together as a single
class.
Section 9. Newly Created Directorships and
Vacancies: Except as otherwise fixed pursuant to
the provisions of Article FOURTH of the Certificate
of Incorporation relating to the rights of the holders
of any class or series of stock having preference
over the Common Stock as to dividends or upon
liquidation to elect additional 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 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. No decrease in the number
of directors constituting the Board of Directors shall
shorten the term of any incumbent director.
Section 10. First Meeting: After each annual
election of Directors and on the same day, the
Board of Directors may meet for the purpose of
organization, the election of officers and the
transaction of other business at the place where
regular meetings of the Board of Directors are held.
Notice of such meeting need not be given. Such
meeting may be held at any other time or place
which shall be specified in a notice given as
hereinafter provided for special meetings of the
Board of Directors or which is approved by all the
Directors by consent in writing or by electronic
transmission.
Section 11. Regular Meetings: Regular
meetings of the Board of Directors shall be held at
such places and at such times as may from time to
time be fixed by the Board. Notice of regular
meetings need not be given.
Section 12. Special Meetings: Special
meetings of the Board of Directors shall be held at
any time upon the call of the Chairman of the Board
or any two of the Directors. Notice of each such
meeting shall be mailed to each Director, addressed
to him at his residence or usual place of business,
at least three days before the day on which the
meeting is to be held, or shall be sent to him by
telegraph, cable, wireless or electronic transmission
so addressed or shall be delivered personally or by
telephone at least 24 hours before the time the
meeting is to be held. Each notice shall state the
time and place of the meeting but need not state the
purposes thereof, except as otherwise herein
expressly provided. Notice of any meeting of the
Board of Directors need not, however, be given to
any Director, if waived by him in writing or by
telegraph, cable, wireless or other form of recorded
communication or electronic transmission or if he
shall be present at such meeting; and any meeting
of the Board shall be a legal meeting without any
notice thereof having been given if all of the
Directors of the Corporation then in office shall be
present thereat.
Members of the Board of Directors, or any
committee designated by such Board, may
participate in a meeting of such Board or committee
by means of conference telephone or other
communications equipment by means of which all
persons participating in the meeting can hear each
other, and participation in a meeting pursuant to this
provision shall constitute presence in person at
such meeting.
Section 13. Quorum and Manner of Acting:
Except as otherwise provided by statute or by these
By-laws, a majority of the authorized number of
Directors shall be required to constitute a quorum
for the transaction of business at any meeting, and
the affirmative vote of a majority of the Directors
present at the meeting shall be necessary for the
adoption of any resolution or the taking of any other
action. In the absence of a quorum, the Director or
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 14. Written or Electronic Consent:
Any action required or permitted to be taken at any
meeting of the Board of Directors may be taken
without a meeting if all members of the Board
consent thereto in writing or by electronic
transmission and such writing or writings or
electronic transmission or transmissions are filed
with the minutes of proceedings of the Board. Such
filing shall be in paper form if the minutes are
maintained in paper form and shall be in electronic
form if the minutes are maintained in electronic
form.
Section 15. Compensation: The Board of
Directors shall have the authority to fix the
compensation of Directors for services in any
capacity and to provide that the Corporation shall
reimburse each Director for any expenses paid to
him on account of his attendance at any regular or
special meeting of the Board. Nothing herein
contained shall be construed so as to preclude any
Director from serving the Corporation in any other
capacity, or from serving any of its stockholders,
subsidiaries or affiliated corporations in any
capacity and receiving proper compensation
therefor.
Section 16. Executive and Other
Committees: The Board of Directors may in its
discretion by resolution passed by a majority of the
Directors present at a meeting at which a quorum is
present designate an Executive Committee and one
or more other committees, each consisting of one or
more of the Directors of the Corporation, and each
of which, to the extent provided in the resolution
and the laws of the State of Delaware, 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; provided, however,
that no such committee shall have power or
authority as to the following matters:
(1) The amendment of the Certificate of
Incorporation of the Corporation
(except as provided under the
Delaware General Corporation Law);
(2) The amendment of the By-laws of the
Corporation;
(3) Approval or recommending to
stockholders any action which must be
submitted to stockholders for approval
under the Delaware General
Corporation Law.
Unless a greater proportion is required by
the resolution designating a committee of the Board
of Directors, a majority of the entire authorized
number of members of such committee shall
constitute a quorum for the transaction of business,
and the act of a majority of the members voting on
any item of business, if a quorum votes, shall be the
act of such committee. Any action required, or
permitted to be taken at any meeting of a committee
of the Board of Directors, may be taken without a
meeting if all members of such committee consent
thereto in writing or by electronic transmission and
the writing or writings or electronic transmission or
transmissions are filed with the minutes of
proceedings of such committee. Such filing shall be
in paper form if the minutes are maintained in paper
form and shall be in electronic form if the minutes
are maintained in electronic form.
Section 17. Indemnification.
(a) Each person (including,
here and hereinafter, the heirs,
executors, administrators, or estate of
such person) (1) who is or was a
Director or officer of the Corporation,
(2) who is or was an agent or
employee of the Corporation other
than an officer and as to whom the
Corporation has agreed to grant such
indemnity, or (3) who is or was serving
at the request of the Corporation as its
representative in the position of a
director or officer of another
corporation, partnership, joint venture,
trust or other enterprise, shall be
indemnified by the Corporation as of
right to the full extent permitted or
authorized by the General Corporation
Law of the State of Delaware as the
same exists or may hereafter be
amended against any fine, liability,
cost or expense asserted against him
or incurred by him in his capacity as
such director, officer, agent,
employee, or representative, or arising
out of his status as such director,
officer, agent, employee, or
representative. The Corporation may
maintain insurance, at its expense, to
protect itself and any such person
against any such fine, liability, cost or
expense, whether or not the
Corporation would have the power to
indemnify him against such liability
under the General Corporation Law of
the State of Delaware.
(b) The right to indemnification
conferred in this Section shall be a
contract right and shall include the
right to be paid by the Corporation the
expenses incurred in connection with
any matter covered by paragraph (a)
of this Section 17 in advance of its
final disposition (hereinafter an
"advance payment of expenses"). If
the Delaware General Corporation
Law requires, however, an advance
payment of expenses incurred by an
indemnitee in his or her capacity as a
director or officer shall be made only
upon delivery to the Corporation of an
undertaking, by or on behalf of such
indemnitee, to repay all amounts so
advanced if it shall ultimately be
determined by final judicial decision
that such indemnitee is not entitled to
be indemnified for such expenses.
Such expenses incurred by other
employees, agents, or
representatives, or by directors or
officers who become the subject of a
lawsuit by reason of actions other than
in their capacity as a director or
officer, may be so paid upon such
terms and conditions as the Board of
Directors deems appropriate.
(c) If a request for
indemnification is not paid in full within
sixty days, or if a request for advance
payment of expenses is not paid in full
within twenty days, after receipt by the
Corporation of the written request, the
indemnitee may at any time thereafter,
prior to such payment, bring suit
against the Corporation to recover the
unpaid amount of the claim. If
successful in whole or in part in such
suit, the indemnitee shall be entitled
also to recover from the Corporation
the expenses reasonably incurred in
prosecuting the claim. Neither the
failure of the Board of Directors, legal
counsel, or the stockholders of the
Corporation to make a determination
that the indemnitee is entitled to
indemnification, nor a determination
by any of them that the indemnitee is
not entitled to indemnification, for
whatever reason, shall create a
presumption in such a suit that the
indemnitee has not met the applicable
standard of conduct, nor shall it be a
defense to such suit. In any such suit
the burden of establishing that the
indemnitee is not entitled to
indemnification or an advance
payment of expenses shall be on the
Corporation.
(d) The rights to
indemnification and advance payment
of expenses hereunder shall be in
addition to any other right which any
director, officer, employee, agent, or
representative may have under any
statute, provision of the Certificate of
Incorporation, By-law, agreement,
vote of stockholders or directors, or
otherwise.
ARTICLE III.
Officers
Section 1. Officers Enumerated: The Board
of Directors, as soon as may be practicable after
the annual election of Directors, shall elect a
Chairman of the Board, a President, Chief
Executive Officer and Vice Chairman, one or more
Vice Presidents (one or more of whom may be
designated Executive Vice President or Senior Vice
President), a Secretary, a Treasurer, and a
Controller and from time to time may elect or
appoint such other officers as it may determine.
Any two or more offices may be held by the same
person.
Section 2. Term of Office: Each officer shall
hold office for the term for which he is elected or
appointed and until his successor has been elected
or appointed and qualified or until his death or until
he shall resign or until he shall have been removed
in the manner hereinafter provided.
Section 3. Powers and Duties: The officers
of the Corporation shall each have such powers and
authority and perform such duties in the
management of the property and affairs of the
Corporation as from time to time may be prescribed
by the Board of Directors and, to the extent not so
prescribed, they shall each have such powers and
authority and perform such duties in the
management of the property and affairs of the
Corporation, subject to the control of the Board, as
generally pertain to their respective offices.
Without limitation of the foregoing:
(a) Chairman of the Board: The
Chairman of the Board shall preside at
all meetings of the Board and of the
Executive Committee of the Board and
at all meetings of stockholders. He
shall be a director of the Corporation.
He shall be an ex officio member of all
committees of the Board, except the
Executive Compensation and the
Audit Committees.
(b) President, Chief Executive Officer and
Vice Chairman: The President, Chief
Executive Officer and Vice Chairman
shall be the chief executive officer of
the Corporation and shall be a director
of the Corporation. He shall be an ex
officio member of all committees of the
Board, except the Executive
Compensation and the Audit
Committees.
(c) Vice Presidents: The Board of
Directors shall determine the powers
and duties of the respective Vice
Presidents and may, in its discretion,
fix such order of seniority among the
respective Vice Presidents as it may
deem advisable.
(d) Secretary: The Secretary shall issue
notices of all meetings of the
stockholders and Directors where
notices of such meetings are required
by law or these By-laws and shall
keep the minutes of such meetings.
He shall sign such instruments and
attest such documents as require his
signature of attestation and affix the
corporate seal thereto where
appropriate.
(e) Treasurer: The Treasurer shall have
custody of all funds and securities of
the Corporation and shall sign all
instruments and documents as require
his signature. He shall perform all
acts incident to the position of
Treasurer, subject to the control of the
Board of Directors.
(f) Controller: The Controller shall be in
charge of the accounts of the
Corporation and he shall have such
powers and perform such duties as
may be assigned to him by the Board
of Directors.
(g) General Counsel: The General
Counsel shall have general control of
all matters of legal import concerning
the Corporation.
Section 4. Temporary Absence: In case of
the temporary absence or disability of any officer of
the Corporation, except as otherwise provided in
these By-laws, the Chairman of the Board, the
President, the Vice Chairman, any Vice President,
the Secretary or the Treasurer may perform any of
the duties of any such other officer as the Board of
Directors or Executive Committee may prescribe.
Section 5. Resignations: Any officer 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; and, unless otherwise specified therein, the
acceptance of such resignation shall not be
necessary to make it effective.
Section 6. Removal: Any officer may be
removed, either with or without cause, at any time
by action of the Board of Directors.
Section 7. Vacancies: A vacancy in any
office because of death, resignation, removal or any
other cause may be filled by the Board of Directors.
Section 8. Compensation: The salaries of
the officers shall be fixed from time to time by the
Board of Directors. Nothing contained herein shall
preclude any officer from serving the Corporation in
any other capacity, including that of director, or from
serving any of its stockholders, subsidiaries or
affiliated corporations in any capacity and receiving
a proper compensation therefor.
Section 9. Contracts, Checks, etc.: All
contracts and agreements authorized by the Board
of Directors, and all checks, drafts, bills of
exchange or other orders for the payment of money,
notes or other evidences of indebtedness, issued in
the name of the Corporation, shall be signed by
such person or persons and in such manner as may
from time to time be designated by the Board of
Directors, which designation may be general or
confined to specific instances.
Section 10. Proxies in Respect of Securities
of Other Corporations: Unless otherwise provided
by resolution adopted by the Board of Directors, the
Chairman of the Board, the President and Chief
Executive Officer, the Vice Chairman, a Vice
President, or the Secretary or an Assistant
Secretary or the Treasurer or an Assistant
Treasurer, or any one of them, may exercise or
appoint an attorney or attorneys, or an agent or
agents, to exercise in the name and on behalf of the
Corporation the powers and rights which the
Corporation may have as the holder of stock or
other securities in any other corporation to vote or
to consent in respect of such stock or other
securities; and the Chairman of the Board, the
President and Chief Executive Officer, the Vice
Chairman, a Vice President, or the Secretary or an
Assistant Secretary or the Treasurer or an Assistant
Treasurer may instruct the person or persons so
appointed as to the manner of exercising such
powers and rights and the Chairman of the Board,
the President and Chief Executive Officer, the Vice
Chairman, a Vice President, or the Secretary or an
Assistant Secretary or the Treasurer or an Assistant
Treasurer may execute or cause to be executed in
the name and on behalf of the Corporation and
under its corporate seal, or otherwise, all such
ballots, consents, proxies, powers of attorney or
other written instruments as they or either of them
may deem necessary in order that the Corporation
may exercise such powers and rights. Any stock or
other securities in any other corporation which may
from time to time be owned by or stand in the name
of the Corporation may, without further action, be
endorsed for sale or transfer or sold or transferred
by the Chairman of the Board, the President and
Chief Executive Officer, the Vice Chairman, or a
Vice President, or the Secretary or an Assistant
Secretary or the Treasurer or an Assistant
Treasurer of the Corporation or any proxy
appointed in writing by any of them.
ARTICLE IV.
Shares and Their Transfer
Section 1. Certificates of Stock: Every
stockholder shall be entitled to have a certificate
certifying the number of shares of stock of the
Corporation owned by him signed by, or in the
name of, the Corporation by the Chairman of the
Board, or the President and Chief Executive Officer,
the Vice Chairman, or a Vice President and by the
Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary of the
Corporation. Any of or all of the signatures on the
certificate may be a facsimile. In case any officer,
transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a
certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the
same effect as if he were such officer, transfer
agent or registrar.
Section 2. Transfers: Certificates shall be
registered for transfer on the stock books of the
Corporation in person or by attorney, but, except as
hereinafter provided in the case of loss, destruction
or mutilation of certificates, no transfer of stock shall
be entered until the previous certificate, if any,
given for the same shall have been surrendered
and canceled.
Section 3. Lost, Destroyed or Mutilated
Certificates: The Corporation may issue a new
certificate of stock of the same tenor and same
number of shares in place of a certificate
theretofore issued by it which is alleged to have
been lost, stolen or destroyed; provided, however,
the Board of Directors or the Executive Committee
or the Secretary of the Corporation may require the
owner of the lost, stolen or destroyed certificate, or
his legal representative, to give the Corporation a
bond of indemnity, in form and with one or more
sureties satisfactory to the Board or the Executive
Committee, sufficient to indemnify it against any
claim that may be made against the Corporation on
account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new
certificate.
Section 4. Record Date: The Board of
Directors may fix a record date, which record date
shall not precede the date upon which the
resolution fixing the record date is adopted by the
board of directors, and 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, as a record date for the
determination of the stockholders entitled to notice
of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to receive payment
of any dividend or other distribution or allotment of
any rights or entitled to exercise any rights with
respect to any change, conversion or exchange of
stock or for the purpose of any other lawful action.
If no record date is fixed, (a) the record date for
determining stockholders entitled to notice of or to
vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the
day upon which the meeting is held, and (b) the
date for determining stockholders for any other
purpose shall be at the close of business on the day
on which the Board of Directors adopts the
resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote
at 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 5. Books and Records: The books
and records of the Corporation may be kept at such
places within or without the State of Delaware as
the Board of Directors may from time to time
determine.
ARTICLE V.
Seal
The Board of Directors shall provide a
corporate seal, which shall be in the form of a circle
and shall bear the name of the Corporation, the
year in which the Corporation was incorporated
(1971) and the words "Corporate Seal - Delaware"
and such other words or figures as the Board of
Directors may approve and adopt.
ARTICLE VI.
Amendments
Except as otherwise provided by these By-
laws, the Certificate of Incorporation, or by
operation of law, the By-laws of the Corporation
may be made, altered or repealed by vote of the
stockholders at any annual or special meeting of
stockholders called for that purpose or 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.
