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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 28, 1994
GENERAL ELECTRIC COMPANY
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(Exact name of registrant as specified in its charter)
New York 1-35 14-0689340
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
3135 Easton Turnpike, Fairfield, Connecticut 06431
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(Address of principal executive offices) (Zip Code
Registrant's telephone number, including area code (203) 373-2459
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(1)
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Item 5. Other Events
On April 27, 1994, the share owners of General Electric Company
(the "Company") authorized the amendment of the Company's Restated
Certificate of Incorporation to change and increase the Company's
authorized common stock from 1,100,000,000 shares, par value $0.63 per
share, to 2,200,000,000 shares, par value $0.32 per share, and in so doing
split the common stock (including outstanding shares) on a 2-for-1 basis.
These changes became effective at the close of business April 28,
1994, upon the filing of a Certificate of Amendment to the Company's
Restated Certificate of Incorporation with the Secretary of State of New
York. Share owners of record on that date are entitled to receive an
additional stock certificate representing one additional share for each
share held of record on April 28, 1994. These certificates are to be sent
to share owners by First Class mail on or about May 13, 1994. The
certificates are to be sent to each share owner at such owner's address as
it appears on the books of the Company.
All common stock certificates outstanding on April 28, 1994, are
still valid. Old certificates and new certificates, when issued, will
together represent a share owner's total common shareholdings in the
Company, all with the new par value of $0.32.
The Company has been advised by its Tax Counsel that under
federal income tax laws: the receipt of additional shares of common stock
will not constitute taxable income to the share owners; the cost or other
tax basis to a share owner of each old share held immediately prior to the
split will be divided equally between the corresponding two shares held
immediately after the split; and the holding period for each of the two
shares will include the period for which the corresponding old share was
held.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
Exhibits:
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(3) Certificate of Incorporation and By-laws of General
Electric Company as amended through April 28, 1994.
(4) Certificate of Incorporation of General Electric Company
as amended through April 28, 1994; see Exhibit (3) above.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
GENERAL ELECTRIC COMPANY
By Philip D. Ameen
----------------------------
Comptroller
Date: April 28, 1994
(2)
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Exhibit 3
GE
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GENERAL ELECTRIC COMPANY
Certificate of Incorporation and By-laws
(As amended April 28, 1994)
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TABLE OF CONTENTS
CERTIFICATE OF INCORPORATION
Page
SECTION 1. Name........................................ 3
SECTION 2. Purposes.................................... 3
SECTION 3. Authorized Shares........................... 4
SECTION 4. Office...................................... 5
SECTION 5. By-laws..................................... 5
SECTION 6. Directors................................... 5
SECTION 7. Agent for Process........................... 5
BY-LAWS
ARTICLE I. Office...................................... 6
ARTICLE II. Directors................................... 6
ARTICLE III. Committees of Directors..................... 7
ARTICLE IV. Officers.................................... 7
ARTICLE V. Removal of Officers and Employees........... 9
ARTICLE VI. Vacancies................................... 9
ARTICLE VII. Meetings of Shareholders.................... 10
ARTICLE VIII. Stock and Transfer.......................... 10
ARTICLE IX. Examination of Books........................ 11
ARTICLE X. Engineering Decisions and Activities........ 11
ARTICLE XI. Indemnification............................. 11
ARTICLE XII. Amendments of By-laws....................... 12
ARTICLE XIII. Emergency By-law............................ 12
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CERTIFICATE OF INCORPORATION
OF
GENERAL ELECTRIC COMPANY *
Section 1. NAME
The name of the corporation is General Electric Company.
Section 2. PURPOSES
The purposes of the corporation are as follows:
A. To manufacture, process, construct, develop, assemble, and produce
in any way, to sell, lease, supply, and distribute in any way, to
purchase, lease, mine, extract, and acquire in any way, to own, operate,
experiment with, deal in, service, finance, and use in any way,
equipment, apparatus, appliances, devices, structures, materials,
processes, information, tangible and intangible property, services and
systems of every kind, nature and description:
(1) for any electrical, or energy-conversion, application or
purpose, including but not limited to the production,
transmission, distribution, storage, regulation, control and
use in any manner of electricity, or in any way connected with
or deriving from any electrical, or energy-conversion,
application or purpose, and,
(2) for any other application or purpose, whatsoever, including but
not limited to industrial, utility, consumer, defense,
governmental, scientific, educational, cultural, financial,
recreational, agricultural, transportation, construction,
mining, and communication applications or purposes.
B. To conduct studies and research and development, and to engage in
any other activity relating to the development, application, and
dissemination of information concerning science, technology, and other
fields of endeavor.
C. To acquire by purchase, subscription or otherwise all or part of
any interest in the property, assets, business, or good will of any
- ------------------------------
[FN]
* Text of Certificate of Incorporation as set forth in Restated Certificate
of Incorporation filed by the Department of State of New York on April 30,
1965. Section 3.A was subsequently amended on April 29, 1971, to change the
authorized number of common shares from 105,000,000 shares with a par value
of $5 to 210,000,000 shares with a par value of $2.50, on December 20,
1976, to change the authorized number of common shares, par value $2.50,
from 210,000,000 shares to 251,500,000 shares, on April 28, 1983, to change
the authorized number of common shares, par value $2.50, from 251,500,000
shares to 550,000,000 shares, par value $1.25, on April 23, 1987, to change
the authorized number of common shares, par value $1.25, from 550,000,000
shares to 1,100,000,000 shares, par value $0.63, and to change the
authorized number of preferred shares, par value $1, from 2,000,000 to
50,000,000 shares, and on April 28, 1994, to change the authorized number
of common shares, par value $0.63, from 1,100,000,000 shares to
2,200,000,000 shares, par value $0.32. Section 3.C. relating to preemptive
rights was added by amendment effective May 2, 1975. Section 6 relating to
Directors was amended effective April 28, 1988, to limit their personal
liability to the corporation and its shareholders and was amended again,
effective June 15, 1993, to set the minimum number of directors at ten and
remove the upper limit. General Electric Company was created by a Special
Act of the New York Legislature, Chapter 323, Laws of 1892, effective April
15, 1892.
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corporation, association, firm, or individual, and to dispose of, or
otherwise deal with, such property, assets, business or good will.
D. To engage in any activity which may promote the interests of the
corporation, or enhance the value of its property, to the fullest extent
permitted by law, and in furtherance of the foregoing purposes to
exercise all powers now or hereafter granted or permitted by law,
including the powers specified in the New York Business Corporation Law.
Section 3. AUTHORIZED SHARES
A. General Authorization
The aggregate number of shares which the corporation is authorized to
issue is 2,250,000,000 shares, consisting of:
(1) 2,200,000,000 shares of common stock having a par value of
$0.32 per share; and
(2) 50,000,000 shares of preferred stock having a par value of $1
per share.
B. Preferred Stock
(1) The Board of Directors is authorized, subject to limitations
prescribed by law and the provisions of this subsection B, to
provide for the issuance of the preferred shares in series, and
by filing a certificate pursuant to the Business Corporation
Law, to establish the number of shares to be included in each
such series, and to fix the designation, relative rights,
preferences and limitations of the shares of each such series.
The authority of the Board with respect to each series shall
include, but not be limited to, determination of the following:
(a) The number of shares constituting that series and the
distinctive designation of that series;
(b) The dividend rate on the shares of that series, whether
dividends shall be cumulative and, if so, from which date
or dates;
(c) Whether that series shall have voting rights, in addition
to the voting rights provided by law and, if so, the
terms of such voting rights;
(d) Whether that series shall have conversion privileges and,
if so, the terms and conditions of such conversion,
including provision for adjustment of the conversion rate
in such events as the Board of Directors shall determine;
(e) Whether or not the shares of that series shall be
redeemable, and, if so, the terms and conditions of such
redemption, including the date or dates upon or after
which they shall be redeemable, and the amount per share
payable in case of redemption, which amount may vary
under different conditions and at different redemption
dates;
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(f) The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or
winding up of the corporation;
(g) Any other relative rights, preferences and limitations of
that series.
(2) Dividends on outstanding preferred shares shall be declared and
paid, or set apart for payment, before any dividends shall be
declared and paid, or set apart for payment, on the common
shares with respect to the same dividend period.
C. Preemptive Rights
No present or future holder of any shares of the corporation of any
class or series, whether heretofore or hereafter issued, shall have any
preemptive rights with respect to (1) any shares of the corporation of
any class or series, or (2) any other security of the corporation
(including bonds and debentures) convertible into or carrying rights or
options to purchase such shares.
Section 4. OFFICE
The office of the corporation is located in the City of Schenectady,
County of Schenectady, State of New York.
Section 5. BY-LAWS
The by-laws may be amended or repealed, and new by-laws may be adopted,
by the shareholders or the Board of Directors, except that the Board of
Directors shall have no authority to amend or repeal any by-law which is
adopted by the shareholders after April 20, 1948, unless such authority is
granted to the Board by the specific provisions of a by-law adopted by the
shareholders.
Section 6. DIRECTORS
The Board of Directors of the corporation shall consist of not less than
ten directors, the exact number to be determined pursuant to procedures set
forth in the by-laws.
A person who is or was a director of the corporation shall have no
personal liability to the corporation or its shareholders for damages for
any breach of duty in such capacity except that the foregoing shall not
eliminate or limit liability where such liability is imposed under the
Business Corporation Law of the State of New York.
Section 7. AGENT FOR PROCESS
The Secretary of State of the State of New York is designated as the
agent of the corporation upon whom process against it may be served, and
the post office address to which the Secretary of State shall mail a copy
of such process served upon him is Corporate Legal Operation, 1 River Road,
Schenectady, New York 12305.
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BY-LAWS
OF
GENERAL ELECTRIC COMPANY *
--------------
ARTICLE I
OFFICE
The office of this Company shall be in the City of Schenectady, County of
Schenectady, State of New York.
ARTICLE II
DIRECTORS
A. The stock, property and affairs of this Company shall be managed
by a Board of Directors consisting of not less than ten members. The
number of Directors shall be such number, not less than the aforesaid
minimum, as shall be determined by vote of a majority of the entire
Board of Directors, except as the number of Directors for any year shall
be fixed by the shareholders at any annual statutory meeting by a
majority vote of the outstanding shares entitled to vote thereon. The
Directors shall be elected each year, at the annual statutory meeting of
the shareholders, to hold office until the next statutory meeting, and
until their successors have been elected and have qualified. One-third
of the number of Directors constituting the entire Board, as that number
shall be determined from time to time, shall be a quorum for the
transaction of business.
B. Meetings of Directors
1. The Board of Directors may fix the time or times and the place
or places of regular and special meetings of the Board. Special
meetings of the Directors also may be held at any time by order
of the Chairman of the Board, or in the absence of the Chairman
of the Board, by order of the President, if then a separate
officer, or upon the written direction of two of the Directors.
2 . Notice of each special meeting shall be mailed or telegraphed
to each Director at his residence or place of business at least
two days before the meeting and notice shall be deemed to be
given at the time of mailing or delivery to a telegraph office
for transmission, but the said two days' notice need not be
given to any Director who submits a signed waiver of notice,
whether before or after the meeting, or who attends the meeting
without
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[FN]
* As last amended and restated by Board of Directors on September 10, 1976,
except for Article XI which was amended by shareholders on April 22, 1987,
and the first two sentences of Article II, Section A, which were amended on
June 15, 1993.
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protesting prior thereto or at its commencement, the lack of
notice to him. If the time and place of a regular meeting have
not been fixed by the Board, notice of such meeting shall be
given as in the case of a special meeting.
3. The Board of Directors may prescribe an order of business for
its meetings.
4. Any action required or permitted to be taken by the Board of
Directors or any committee thereof may be taken without a
meeting if all members of the Board or the committee consent in
writing to the adoption of a resolution authorizing the action.
The resolution and the written consent thereto by the members
of the Board or committee shall be filed with the minutes of
the proceedings of the Board or committee.
5. Any one or more members of the Board of Directors or of any
committee of the Board of Directors may participate in a
meeting of such Board or committee by means of a conference
telephone or similar communications equipment allowing all
persons participating in the meeting to hear each other at the
same time. Participation by such means shall constitute
presence in person at any such meeting.
C. In respect to things not herein specially provided for, the Board
of Directors may exercise the powers conferred on them by law.
ARTICLE III
COMMITTEES OF DIRECTORS
The Board of Directors, by resolution adopted by a majority of the
entire Board, may designate from among its members, a Management
Development and Compensation Committee, an Audit Committee, a Finance
Committee, an Operations Committee, a Public Responsibilities Committee, a
Technology and Science Committee, and other committees, each consisting of
three or more directors, and each of which, to the extent provided in the
applicable resolution, shall have all the authority of the Board to the
fullest extent permitted by law. The Board may designate one or more
directors as ex officio members of any such committee who may replace any
absent member or members at any meeting of such committee.
ARTICLE IV
OFFICERS
A. As determined by the Board of Directors, the officers of this
Company shall include:
1. A Chairman of the Board, who shall be chosen by the Directors
from their own number. The Chairman of the Board shall be the
Chief Executive Officer of the Company and in that capacity
shall have general management, subject to the control of the
Board of Directors, of the business of the Company, including
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the appointment of all officers and employees of the Company
for whose election or appointment no other provisions is made
in these By-laws; he shall also have the power, at any time, to
discharge or remove any officer or employee of the Company,
subject to the action thereon of the Board of Directors, and
shall perform all other duties appropriate to this office. The
Chairman of the Board shall preside at all meetings of
Directors, and he may at any time call any meeting of the Board
of Directors; he may also at his discretion call or attend any
meeting of any committee of the Board, whether or not a member
of such committee.
2. One or more Vice Chairmen of the Board, who shall also be
chosen by the Directors from their own number. The Board may
designate one or more of the Vice Chairmen to be Executive
Officers of the Company accountable to the Chief Executive
Officer.
3. A President of the Company, who shall be chosen by the
Directors from their own number. The office of President will
normally be vested in the Chairman of the Board, provided,
however, that in the discretion of the Board, the position of
President may be established independent of, but accountable
to, the Chairman during transition periods.
4. Two or more Vice Presidents, one or more of whom may also be
designated Executive Vice Presidents or Senior Vice Presidents
accountable to the Chief Executive Officer.
5. A Vice President-Finance, who shall be the principal financial
officer of the Company, and who shall have such duties as the
Board, by resolution, shall determine. In the absence or
disability of the Vice President-Finance, the Chairman of the
Board may designate a person to exercise the powers of such
office.
6. A Comptroller and a Treasurer who shall be officers of the
Company. The Treasurer and Comptroller shall perform such
duties as may be assigned by the Vice President-Finance. In the
absence or disability of the Comptroller or Treasurer, the
Chairman of the Board may designate a person to execute the
powers of such office.
7. A Secretary, who shall record in proper books to be kept for
that purpose and have custody of the minutes of the meetings of
the shareholders of the Company and of meetings of the Board of
Directors and of committees of the Board (other than the
Compensation Committee) and who shall be responsible for the
custody and care of the seal of the Company. He shall attend to
the giving and serving of all notices of the Company and
perform such other duties as may be imposed upon him by the
Board of Directors.
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The Secretary may appoint an Associate Secretary and Attesting
Secretaries, each of whom shall have the power to affix and attest the
corporate seal of the Company, and to attest the execution of documents on
behalf of the Company and who shall perform such other duties as may be
assigned by the Secretary; and in the absence or disability of the
Secretary, the Associate Secretary may be designated by the Chairman to
exercise the powers of the Secretary.
8. Such other officers as the Board may from time to time appoint.
B. One person may hold two or more offices, except that no person
shall simultaneously hold the offices of President and Secretary.
C. All officers shall be elected by the Board of Directors for an
initial term which shall continue until the first Board meeting
following the next annual statutory meeting of shareholders, and
thereafter all officers shall be elected for one-year terms; provided,
however, that all officers shall serve at the pleasure of the Board.
Officers shall exercise such powers and perform such duties as the Chief
Executive Officer may from time to time direct, provided that these
powers and duties are not inconsistent with any outstanding Board
resolutions.
D. In the event of the absence, incapacity, illness or the death of
the Chairman of the Board, the President, if then a separate officer,
shall assume the duties of the Chairman of the Board pending action by
the Board of Directors; provided, however, that if there is not a
separate President in office, the duties of the Chairman of the Board,
pending action by the Board of Directors, shall be assumed by that Vice
Chairman who is senior to the others in length of General Electric
Company service.
ARTICLE V
REMOVAL OF OFFICERS AND EMPLOYEES
A. Any officer or employee of the Company may be at any time removed
by the affirmative vote of at least a majority of the Board of
Directors. In case of such removal the officer so removed shall
forthwith deliver all the property of the Company in his possession, or
under his control, to some person to be designated by the Board. Nothing
herein contained shall limit the power of any officer to discharge any
subordinate.
B. The Board may at any time, in the transaction of business,
temporarily delegate any of the duties of any officer to any other
officer or person selected by it.
ARTICLE VI
VACANCIES
Any vacancy occurring in the Board of Directors, or in any office, may
be filled for the unexpired term by the Board of Directors.
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ARTICLE VII
MEETINGS OF SHAREHOLDERS
Meetings of shareholders may be held at such time and in such place
within or without the State of New York as the Board of Directors may
determine, and the annual statutory meeting required by Section 602(b) of
the New York Business Corporation Law shall be held on the fourth Wednesday
in April of each year, or as the Board of Directors may from time to time
otherwise determine.
Special meetings of the shareholders may be called by the Board, or upon
the written request therefor of shareholders holding forty percent of the
then issued stock of the Company, filed with the Secretary.
The Board of Directors may prescribe an order of business for meetings
of shareholders. The Chairman of the Board, or in his absence, the
President, if then a separate officer, shall preside at meetings of the
shareholders; provided, however, that the Board of Directors may for any
meeting of shareholders designate another officer or officers to preside.
ARTICLE VIII
STOCK AND TRANSFER
A. Certificates of stock, signed by the Chairman of the Board, or a
Vice Chairman, or the President, if then a separate officer, or a Vice
President and the Secretary or Treasurer, shall be issued to the
shareholders. Such signatures may be facsimiles, engraved or printed,
and in case any such officer who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such before
such certificate is issued, such certificate may be issued by the
Company with the same effect as if that officer had not ceased to be
such at the date of its issue.
B. The stock shall be transferable only upon the books of the
Company, by the holder thereof, in person, or by properly authenticated
power of attorney.
C. The Board of Directors or Executive Committee may appoint suitable
agents in the City of New York and elsewhere, to facilitate transfers by
shareholders under such regulations as the Board may from time to time
prescribe. The transfer books may be closed by the Board for such
periods as may be deemed advisable for dividend or other purposes.
D. The Board of Directors or Executive Committee may appoint any Bank
or Trust Company in the City of New York or elsewhere, to act as
registrar of transfers of stock until otherwise ordered by the Board of
Directors. After the appointment of any such registrar of transfers, no
certificate thereafter issued for stock shall be binding upon the
Company, or have any validity, unless countersigned by any such
registrar of transfers, or by a successor of any such registrar
appointed by the Board of Directors.
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E. The Board of Directors may make such other and further regulations,
with reference to the stock and its transfer, as to them may seem advisable
from time to time.
F. The Board of Directors may call a meeting or meetings of shareholders
for the purpose of authorizing an increase of the stock of this Company, at
such time or times as to the Board may seem advisable.
ARTICLE IX
EXAMINATION OF BOOKS
The Board of Directors may, by resolution, make regulations respecting
the examination of the books of the Company by shareholders.
ARTICLE X
ENGINEERING DECISIONS AND ACTIVITIES
All engineering decisions made in a particular state pertaining to any
project or engineering activities conducted by the Company in such state
where so required by law, or where the Chief Executive Officer so directs,
shall be made (a) by the employee of the Company who holds a certificate of
registration as an engineer in such state and who has been specified by the
Chief Executive Officer or the person designated by the Chief Executive
Officer to make such specification, as the engineer in responsible charge
of such project or engineering activities, or (b) by other responsible
engineers under his direction or supervision.
ARTICLE XI
INDEMNIFICATION
A. The Company shall, to the fullest extent permitted by applicable
law as the same exists or may hereafter be in effect, indemnify any
person who is or was or has agreed to become a director or officer of
the Company and who is or was made or threatened to be made a party to
or is involved in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative,
including an action by or in the right of the Company to procure a
judgment in its favor and an action by or in the right of any other
corporation of any type or kind, domestic or foreign, or any
partnership, joint venture, trust, employee benefit plan or other
enterprise, which such person is serving, has served or has agreed to
serve in any capacity at the request of the Company, by reason of the
fact that he or she is or was or has agreed to become a director or
officer of the Company, or is or was serving or has agreed to serve such
other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise in any capacity, against judgments, fines,
amounts paid or to be paid in settlement, taxes or penalties, and costs,
charges and expenses, including attorney's fees, incurred in connection
with such action or proceeding or any appeal therein, provided, however,
that no
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indemnification shall be provided to any such person if a judgment or
other final adjudication adverse to the director or officer establishes
that (i) his or her acts were committed in bad faith or were the result
of active and deliberate dishonesty and, in either case, were material
to the cause of action so adjudicated, or (ii) he or she personally
gained in fact a financial profit or other advantage to which he or she
was not legally entitled. The benefits of this Paragraph A shall extend
to the heirs and legal representatives of any person entitled to
indemnification under this paragraph.
B. The Company may, to the extent authorized from time to time by the
Board of Directors, or by a committee comprised of members of the Board
or members of management as the Board may designate for such purpose,
provide indemnification to employees or agents of the Company who are
not officers or directors of the Company with such scope and effect as
determined by the Board, or such committee.
C. The Company may indemnify any person to whom the Company is
permitted by applicable law to provide indemnification or the
advancement of expenses, whether pursuant to rights granted pursuant to,
or provided by, the New York Business Corporation Law or other rights
created by (i) a resolution of shareholders, (ii) a resolution of
directors, or (iii) an agreement providing for such indemnification, it
being expressly intended that these By-laws authorize the creation of
other rights in any such manner. The right to be indemnified and to the
reimbursement or advancement of expenses incurred in defending a
proceeding in advance of its final disposition authorized by this
Paragraph C shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, By-laws, agreement, vote of shareholders
or disinterested directors or otherwise.
D. The right to indemnification conferred by Paragraph A shall, and
any indemnification extended under Paragraph B or Paragraph C may, be
retroactive to events occurring prior to the adoption of this Article
XI, to the fullest extent permitted by applicable law.
E. This Article XI may be amended, modified or repealed either by
action of the Board of Directors of the Company or by the vote of the
shareholders.
ARTICLE XII
AMENDMENTS OF BY-LAWS
These By-laws may be altered, amended or repealed, at any time, in the
manner provided in the Certificate of Incorporation of this Company.
ARTICLE XIII
EMERGENCY BY-LAW
A. This Emergency By-law shall become effective if the Defense
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Council of New York, as constituted under the New York State Defense
Emergency Act now in effect or as it may hereafter be amended from time to
time, shall order the effectiveness of emergency By-laws of New York
Corporations and shall cease to be effective when the Council shall so
declare. This Emergency By-law may also become effective in the manner
outlined in Section E of this Article.
B. In the event this Emergency By-law shall become effective, the
business of the Company shall continue to be managed by those members of
the Board of Directors in office at the time the emergency arises who
are available to act during the emergency. If less than three such
Directors are available to act, additional Directors, in whatever number
is necessary to constitute a Board of three Directors, shall be selected
automatically from the first available officers or employees in the
order provided in the emergency succession list established by the Board
of Directors and in effect at the time an emergency arises.
C. For the purposes of Sections B and D(3) of this Article, a
Director shall be deemed unavailable to act if he shall fail to attend a
Directors meeting called in the manner provided in Section D(l) of this
Article. This section, however, shall not affect in any way the right of
a Director in office at the time an emergency arises to continue as a
Director.
D. The Board of Directors shall be governed by the following basic
procedures and shall have the following specific powers in addition to
all other powers which it would otherwise have.
1. Meetings of the Board of Directors may be called by any
Director, or by the first available officer or employee in the
order provided in the emergency succession list referred to in
Section B of this Article, by mailing to all Directors written
notice thereof at their residence or place of business at least
two days before the meeting and by using other reasonably
available means of communication in an effort to contact each
Director.
2. Three Directors shall constitute a quorum which may in all
cases act by majority vote.
3. If the number of Directors who are available to act shall drop
below three, additional Directors, in whatever number is
necessary to constitute a Board of three Directors, shall be
selected automatically from the first available officers or
employees in the order provided in the emergency succession
list referred to in Section B of this Article.
4. Additional Directors, beyond the minimum number of three
Directors, but not more than three additional Directors, may be
elected from any officers or employees on the emergency
succession list referred to in Section B of this Article.
5. Any Director, other than a Director in office at the time an
emergency arises, may be removed by a majority vote.
6. The Board of Directors may establish any additional procedures
and may amend any of the provisions of this Article concerning
the interim management of the affairs of the Company
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in an emergency if it considers it to be in the best interests
of the Company to do so, except that it may not change Sections
C or D(5) of this Article in any manner which excludes from
participation any person who was a Director in office at the
time an emergency arises.
7. To the extent that it considers it practical to do so, the
Board of Directors shall manage the business of the Company
during an emergency in a manner which is consistent with the
Certificate of Incorporation and By-laws. It is recognized,
however, that in an emergency it may not always be practical to
act in this manner and this Emergency By-law is intended to and
hereby empowers the Board of Directors with the maximum
authority possible under the New York State Defense Emergency
Act, and all other applicable law, to conduct the interim
management of the affairs of the Company in an emergency in
what it considers to be in the best interests of the Company.
E. If an obvious defense emergency exists because of an enemy attack
and, if by reason of the emergency, the Defense Council of New York is
itself unable to order the effectiveness of emergency by-laws as
contemplated by Section A of this Article, then:
1. A quorum of the Board of Directors pursuant to Article II of
these By-laws may order the effectiveness of this Emergency By-
law or
2. If a quorum of the Board of Directors pursuant to Article II of
these By-laws is not present at the first Board of Directors
meeting called, in the manner provided in Section D(l) of this
Article, after an emergency arises, then the provisions of this
Emergency By-law shall automatically become effective and shall
remain in effect until it is practical for a normally
constituted Board of Directors to resume management of the
business of the Company.
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