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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
March 9, 1999
-------------------------------------------------------
Date of Report (Date of Earliest Event Reported)
INTERNATIONAL PAPER COMPANY
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(Exact name of Registrant as specified in its charter)
NEW YORK 1-3157 13-0872805
- -------------- ----------- -----------------------
(State of (Commission (IRS Employer
Incorporation) File) Identification Number)
TWO MANHATTANVILLE ROAD, PURCHASE, NY 10577
-------------------------------------------
(Address of Principal executive offices)
914-397-1500
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(Telephone No.)
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
N/A
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
N/A
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
N/A
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
N/A
ITEM 5. OTHER EVENTS
- BY-LAW AMENDMENT
- The Company's By-Laws were amended as follows:
Article II, Section 7. A quorum of one-third of the total
number of Directors appointed to a Committee is necessary
for the transaction of business.
Article IV, Section 1. Shares of each class of the capital
stock of the Corporation shall be represented by certificates
or shall be uncertificated.
Article IV, Section 3. The record date for notification to
stockholders changed from "not more than fifty" to "not more
than sixty days." The minimum remains at ten days.
- The Company announced the election of Samir G. Gibara as a
director.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
N/A
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
N/A
(b) Pro Forma Financial Information:
N/A
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(c) Exhibits
(3) (ii) By-Laws of International Paper Company as
amended March 9, 1999.
(99) Press Release dated March 9, 1999
announcing the election of Samir G. Gibara as
director.
ITEM 8. CHANGES IN FISCAL YEAR
N/A
SIGNATURE
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.
INTERNATIONAL PAPER COMPANY
(Registrant)
Date: March 9, 1999 /S/ CAROL M. SAMALIN
Purchase, New York ------------------------------------
Carol M. Samalin
Assistant Secretary
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EXHIBIT 99
NEWS RELEASE 2 MANHATTANVILLE ROAD
PURCHASE, NY 057XXXXX
Media Contacts: Analyst Contacts:
--------------- -----------------
Jack Cox Carol Tutundgy
(914) 397-1952 (914) 397-1632
Mary Winn Settino
(914) 397-1623
SAMIR G. GIBARA ELECTED TO
INTERNATIONAL PAPER BOARD OF DIRECTORS
MARCH 9, 1999
PURCHASE, N.Y. --John T. Dillon, chairman and chief executive officer of
International Paper, announced the election of Samir G. Gibara to the
company's Board of Directors.
Mr. Gibara is chairman of the board of The Goodyear Tire & Rubber
Company, a position he has held since July 1, 1996. He was named president
and chief executive officer on January 1, 1996, and has been a member of the
board since April, 1995. Prior to his election, Gibara had been president and
chief operating officer since 1995, and previously had been executive vice
president with responsibility for Goodyear's North American tire operations
since May, 1994. Mr. Gibara first became a corporate officer of Goodyear in
October, 1992, when he was elected vice president of strategic planning and
business development, and given additional responsibility as acting vice
president of finance.
Mr. Gibara was born in Cairo, Egypt, April 23, 1939, where he received
his early education. He earned a bachelor's degree in business administration
from Cairo University in 1960. Four years later he received a master's degree
in international business and finance from Harvard University.
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Samir G. Gibara, Page 2.
Since moving to the U.S., Mr. Gibara has served on the executive
committee of the Rubber Manufacturers Association and on the board of
trustees of Summa Health Systems, a major health care provider in the Akron,
Ohio area. He is a member of the Joint Automotive Supplier Governmental
Action Council, the Business Roundtable and the Business Council.
International Paper (www.internationalpaper.com) is a worldwide
producer of printing paper, packaging and forest products. The company also
operates specialty businesses in global markets as well as a broadly based
distribution network. Headquartered in the United States at Purchase, N.Y.,
the company has operations in 31 countries, employs more than 80,000 people
and exports its products to more than 130 nations.
# # #
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- --------------------------------------------------------------------------------
BY-LAWS
OF
INTERNATIONAL PAPER COMPANY
---------------
AS AMENDED MARCH 9, 1999
- ---------------------------------------------------------
12345
TWO MANHATTANVILLE ROAD
PURCHASE, NEW YORK 10577
(914) 397-1500
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BY-LAWS
OF
INTERNATIONAL PAPER COMPANY
------------------------
ARTICLE I
STOCKHOLDERS' MEETINGS
SECTION 1. ANNUAL MEETING. The annual meeting of the Stockholders of the
Corporation 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
place within or without the State of New York as shall have been fixed by the
Board of Directors on a timely basis.
SECTION 2. SPECIAL MEETINGS. Special meetings of the Stockholders, unless
otherwise provided by statute, or by the Certificate of Incorporation or other
certificate filed pursuant to law, at any time may be called or caused to be
called by a majority of the Board of Directors or by the Chairman of the Board,
or by the President. Special meetings shall be held at such place within or
without the State of New York as is specified in the call thereof.
SECTION 3. NOTICE OF MEETINGS. Unless otherwise required by statute, the
notice of every meeting of the Stockholders shall be in writing and shall state
the place, date and hour of the meeting. Notice of a special meeting shall also
state the purpose or purposes for which the meeting is called. A copy of the
notice of any meeting shall be given personally or by mail, not less than ten
nor more than fifty days before the date of the meeting, to each Stockholder
entitled to vote at the meeting and to each Stockholder who, by reason of any
action propsed at such meeting, is entitled by law to notice thereof. If mailed,
it shall be directed to a Stockholder at his address as it appears on the record
of Stockholders or, if he shall have filed with the Secretary of the Corporation
a written request that notices to him be mailed to some other address, then
directed to him at such other address.
SECTION 4. QUORUM. PROXIES. VOTING. Except as otherwise provided by law or
by the Certificate of Incorporation or other certificate filed pursuant to law,
at any meeting of the Stockholders there must be present in person or by proxy
the holders of record of stock representing at least one-third of the number of
votes entitled to be cast upon any question to be considered at the meeting in
order to constitute a quorum for the determination of such question, but a less
interest may adjourn the meeting from time to time without notice other than
announcement at the meeting until a quorum be present, and thereupon any
business may be transacted at the adjourned meeting which might have been
transacted at the meeting as originally called. Except as otherwise provided by
law or by the Certificate of Incorporation or other certificate filed pursuant
to law or by the By-Laws of the Corporation, a majority vote of a quorum at a
meeting shall decide any question brought before such meeting. Every holder of
record of stock of a class entitled to vote at a meeting shall be entitled to
one vote for every share of such stock standing in his name on the books of the
Corporation, and may vote either in person or by proxy.
SECTION 5. PRESIDING OFFICER AND SECRETARY. At all meetings of the
Stockholders the Chairman of the Board, or in his absence the President, or in
his absence a Vice Chairman of the Board or a Vice President designated by the
Board of Directors, or if none be present, the appointee of the meeting, shall
preside. The Secretary of the Corporation, or in his absence an Assistant
Secretary, or if none be present, the appointee of the Presiding Officer of the
meeting, shall act as Secretary of the meeting.
SECTION 6. INSPECTORS. At each meeting of Stockholders at which Directors
are to be elected the Presiding Officer shall appoint two Inspectors of Election
who shall perform the duties required by the statute at that meeting and any
adjournment thereof. If any Inspector shall refuse to serve, or neglect to
attend at the election or his office becomes vacant, the Presiding Officer shall
appoint an Inspector in his place.
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The Presiding Officer of any meeting may also appoint, at such meeting, two
Inspectors with authority to count and report upon the votes cast at such
meeting upon such questions (other than the election of Directors) as may be
voted upon by ballot.
Inspectors shall be sworn.
SECTION 7. STOCKHOLDERS' MEETINGS. No business may be transacted at an
annual meeting of 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 Corporation (i) who is a Stockholder of record on the date of
the giving of the notice provided for in this Section and on the record date for
the determination of Stockholders entitled to vote at such annual meeting and
(ii) who complies with the notice procedures set forth in this Section.
Business shall be brought before the annual meeting by any Stockholder of
the Corporation by notice in writing delivered or mailed by first class United
States mail, postage prepaid, to the Secretary of the Corporation at the
principal executive offices of the Corporation, and received by such person not
less than ninety (90) days nor more than one-hundred twenty (120) days prior to
any meeting of the Stockholders.
At Stockholder's notice to the Secretary shall set forth as to each matter
such Stockholder proposes to bring before the meeting (i) a brief description of
the business desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the name and record address
of such Stockholder, (iii) the number of shares of stock of the Corporation
which are owned beneficially or of record by such Stockholder, (iv) a
description of all arrangements or understandings between such Stockholder and
any other person or persons (including their names) in connection with the
proposal of such business by such Stockholder and any material interest of such
Stockholder in such business and (v) a representation that such Stockholder
intends to appear in person or by proxy at the meeting to bring such business
before the meeting.
No business shall be conducted at the annual meeting of Stockholders except
business brought before the annual meeting in accordance with the procedures set
forth in this Section, provided, however, that once business has been properly
brought before the annual meeting in accordance with such procedures, nothing in
this Section shall be deemed to preclude discussion by any Stockholder of any
such business. The Presiding Officer of the meeting may, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the annual meeting in accordance with the foregoing procedure, and if
such person should so determine, he or she shall so declare to the meeting and
such business shall not be transacted.
Nothing in this Section 7 shall be deemed to affect any rights of
shareholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act and to put before such
meeting any proposals so included in the Corporation's proxy statement at his or
her request.
For purposes of this Section 7 and Article II, Section 9, "public
disclosure" shall mean disclosure in a communication sent by first class mail to
Stockholders, in a press release reported by the Dow Jones News Service, Reuters
Information Services, Inc., Associated Press or comparable national news service
or in a document filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
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ARTICLE II
BOARD OF DIRECTORS
SECTION 1. NUMBER. ELECTION. VACANCIES. TERM OF OFFICE. Within the limits
provided by the Corporation's Certificate of Incorporation or other certificate
filed pursuant to law, the Board of Directors shall determine from time to time
the number of Directors who shall constitute the entire Board of Directors. Any
such determination made by the Board of Directors shall continue in effect
unless and until changed by the Board of Directors, but no such changes shall
affect the term of any Director then in office and, in case any of the Directors
then in office shall have been elected by holders of the Cumulative $4 Preferred
Stock in accordance with the provisions of the Certificate of the Corporation
filed May 31, 1946 pursuant to Section Thirty-six of the Stock Corporation law
(hereafter in this Section 1 referred to as the "Certificate filed May 31,
1946"), no increase in the number of Directors then in office shall be made
which would reduce the number of Directors then in office elected as aforesaid
to less than one-third (or the nearest whole number thereto) of the total number
of Directors then in office. The Board of Directors shall from time to time make
such determinations pursuant to this Section 1 as shall be necessary or
appropriate in order to ensure that, under any circumstances, the holders of
each series of the Serial Preferred Stock shall be able, giving effect to all
applicable provisions of the Corporation's Certificate of Incorporation, and of
these By-Laws (including, without limitation, the preceding sentence), duly and
effectively to exercise any exclusive right conferred upon them by the
Certificate of Incorporation or any certificate filed pursuant to law to elect
Directors of the Corporation.
Except as otherwise provided in the Certificate of Incorporation or other
certificate filed pursuant to law, at each annual meeting of the Stockholders,
the successors to the class of Directors whose terms shall then expire, up to
the number determined in accordance with the foregoing provisions and with the
provisions of the Certificate of Incorporation or other certificate filed
pursuant to law, shall be elected by ballot or by proxy by the holders of the
Common Stock by a plurality of the votes cast at such election.
Except as otherwise provided by law or in the Certificate of Incorporation
or other certificate filed pursuant to law and except as otherwise provided in
this paragraph, any vacancy in the Board occurring during the year, occurring as
a result of an increase in the number of Directors who shall constitute the
Board or any other vacancy, may be filled only by the vote of the Board provided
that a quorum is then in office and present, or by a majority of the Directors
then in office, if less than a quorum is then in office or by a sole remaining
Director. Any vacancy in the Board occurring during the year with respect to
Directors who may have been elected by holders of the Cumulative $4 Preferred
Stock in accordance with the provisions of the Certificate filed May 31, 1946
may only be filled by the holders of the Cumulative $4 Preferred Stock at a
special meeting of such holders in the same manner as at an annual meeting.
Except as otherwise provided by statute, or in the Certificate of
Incorporation or other certificate filed pursuant to law, the term of office of
each Director heretofore or hereafter elected shall be from the time of his
election and qualification until the third annual meeting next following his
election and until his successor shall have been duly elected and shall have
qualified.
Directors need not be Stockholders.
SECTION 2. RESIGNATIONS. Any Director may resign his office at any time by
delivering his resignation in writing to the Corporation, and the acceptance of
such resignation, unless required by the terms thereof, shall not be necessary
to make such resignation effective.
SECTION 3. METHOD OF ELECTING ENTIRELY NEW BOARD. In case the entire Board
of Directors shall die or resign, any Stockholder may call a special meeting in
the same manner that the Chairman of the Board may call such meeting, and
Directors for the unexpired terms may be elected at any such special meeting in
the manner provided for their election at annual meetings.
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SECTION 4. POWERS. Except as provided by law, or by the Certificate of
Incorporation or other certificate of the Corporation filed pursuant to law, or
by these By-Laws, the powers, business and affairs of the Corporation shall be
exercised and managed by the Board of Directors.
SECTION 5. MEETINGS. Regular meetings of the Board of Directors shall be
held at such regular intervals and at such fixed time and place as from time to
time may be determined by the Board, and no notice of such meetings shall be
required.
Special meetings of the Board of Directors shall be held whenever called by
direction of the Chairman of the Board, or of a Vice Chairman of the Board, or
of the President, or of any two of the Directors for the time being in office.
The Secretary shall give notice of each special meeting by mailing the same
not later than the second day before the meeting, or personally or by
telegraphing or telephoning the same not later than the day before the meeting,
to each Director, but such notice may be waived by any Director.
The Chairman of the Board, or in his absence, the President, or in his
absence, a Vice Chairman (to be designated by the persons present at the meeting
in the event of more than one Vice Chairman being present) shall preside at all
meetings of the Board of Directors. If all of the aforesaid officers be absent
or decline to act, the persons present may choose one of their number to act as
chairman of the meeting.
At the first meeting held after the annual meeting of Stockholders, the
Board of Directors shall elect the Executive Officers of the Corporation, each
of whom shall hold his office until the next annual election of Officers and
until another is elected and qualified in his stead, unless sooner removed.
Any Director may vote or act on behalf of the Corporation in contracting
with any other company, notwithstanding he may be an Officer, Director or
Stockholder therein.
Any one or more members of the Board of Directors or any Committee thereof
may participate in a meeting of the Board of Directors of such 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 a meeting.
SECTION 6. QUORUM. One-third of the total number of Directors determined
pursuant to Section 1 of this Article as constituting the Board of Directors
shall constitute a quorum for the transaction of business, but if there shall be
less than a quorum at any meeting of the Board, a majority of those present (or
if only one be present, then that one) may adjourn the meeting from time to time
and the meeting may be held as adjourned without further notice.
SECTION 7. COMMITTEES. The Board of Directors may appoint an Executive
Committee and such other committee or committees as they may determine. Such
committee or committees shall have such powers as shall be specified by
resolution of the Board of Directors. The Executive Committee, so far as
permitted by law, may be vested with all of the powers of the Board of Directors
when the Board of Directors is not in session. One-third of the total number of
Directors appointed to a Committee shall constitute a quorum for the transaction
of business.
SECTION 8. COMPENSATION OF DIRECTORS. Directors shall be entitled to
reasonable compensation for their services. They may be paid a fixed salary and
may also receive a fee for attendance at any meeting of the Board of Directors
or of any Committee of the Board. The amount of compensation shall be determined
by resolution of the Board. Nothing herein contained shall preclude any Director
from serving in any other capacity and receiving compensation therefor.
SECTION 9. NOMINATIONS. Nominations for election to the Board of Directors
of the Corporation at a meeting of the Stockholders may be made (a) by the
Board, or on behalf of the Board by any nominating committee appointed by the
Board, 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 Section and
on the record date for the
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determination of Stockholders entitled to vote at such meeting and (ii) who
complies with the notice procedures set forth in this Section.
Stockholder nominations shall be made by notice in writing delivered or
mailed by first class United States mail, postage prepaid, to the Secretary of
the Corporation at the principal executive offices of the Corporation, and
received by such person not less than ninety (90) days nor more than one-hundred
twenty (120) days prior to any meeting of the Stockholders called for the
election of Directors.
Such notice shall set forth (a) as to each proposed nominee who is not an
incumbent Director (i) the name, age, business address and residence address of
each nominee proposed in such notice, (ii) the principal occupation or
employment of each such nominee, (iii) the number of shares of stock of the
Corporation which are beneficially owned by each such nominee, and (iv) any
other information concerning the nominee that must be disclosed of nominees in
proxy solicitations pursuant to Section 14 of the Securities Exchange Act of
1934, as amended from time to time (the "Exchange Act") and the rules and
regulations promulgated thereunder and (b) as to the Stockholder giving the
notice (i) the name and record address of such Stockholder, (ii) the number of
shares of stock of the Corporation which are beneficially owned by such
Stockholder, (iii) a description of all arrangements or understandings between
such Stockholder and each proposed nominee and any other person or persons
(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 annual 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 filing 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 shall be accompanied by the written consent
of each proposed nominee to serve as a Director of the Corporation. No person
shall be eligible for election as a Director of the Corporation unless nominated
in accordance with the procedures set forth herein.
The Presiding Officer of the meeting may, if the facts warrant, determine
and declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if such person should so determine, he or she shall so
declare to the meeting and the defective nomination shall be disregarded.
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ARTICLE III
OFFICERS AND AGENTS
SECTION 1. GENERAL. The Elected Officers of the Corporation shall be elected
by the Board of Directors. The Elected Officers of the Corporation may include a
Chief Executive Officer, a President, one or more Executive Vice Presidents,
Senior Vice Presidents, and Vice Presidents, a Treasurer, a Secretary and such
other Elected Officers as may be deemed necessary or desirable. Any two or more
such offices may be held by the same person, except the offices of President and
Secretary.
The Board of Directors, at any time and from time to time, may appoint or
authorize the Chief Executive Officer, to appoint one or more Vice Presidents, a
Controller, an Auditor, a Chief Tax Officer, one or more Assistant Treasurers
and one or more Assistant Secretaries, and such other Officers or agents as may
be deemed necessary or desirable, and may prescribe or authorize the Chief
Executive Officer to prescribe the powers and duties of each, and fill any
vacancy which may occur in any such office.
All Elected Officers shall be subject to removal at any time by the
affirmative vote of a majority of the whole Board of Directors. All other
Officers, and all heads of departments, managers, assistant managers, agents and
employees of the Corporation, may be removed at any time, by vote of the Board
of Directors, or by the Officer appointing them, or by any other superior
Officers or any Committee thereunto authorized by the Board.
SECTION 2. CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at
all meetings of the Stockholders and of the Board of Directors. He shall have
such other powers and perform such other duties as may, from time to time, be
specified by the Board of Directors.
SECTION 3. VICE CHAIRMAN OF THE BOARD. A Vice Chairman of the Board, in the
absence of the Chairman of the Board and the President, shall preside at
meetings of the Stockholders and of the Board of Directors. He shall have such
other powers and perform such other duties as may, from time to time, be
specified by the Board of Directors or by the chief executive officer of the
Corporation. He shall be subject to the control of the Board of Directors and to
the powers of the chief executive officer of the Corporation.
SECTION 4. PRESIDENT. The President, in the absence of the Chairman of the
Board, shall preside at meetings of the Stockholders and of the Board of
Directors. He shall have such other powers and perform such other duties as may,
from time to time, be specified by the Board of Directors or by the the chief
executive officer of the Corporation. He shall be subject to the control of the
Board of Directors and to the powers of the chief executive officer of the
Corporation.
SECTION 5. CHIEF EXECUTIVE OFFICER. The chief executive officer shall have
general charge of the business of the Corporation and the power to formulate all
plans and policies in connection therewith, subject to the control of the Board
of Directors. He shall keep the Board of Directors fully informed and shall
freely consult with the Board concerning the business of the Corporation. He
shall have such other powers and perform such other duties as may, from time to
time, be specified by the Board of Directors.
SECTION 6. VICE PRESIDENTS. Any Vice President shall have such powers and
perform such duties as may, from time to time, be specified by the Board of
Directors or by the chief executive officer of the Corporation.
SECTION 7. TREASURER. The Treasurer shall have the care and custody of the
funds and securities of the Corporation and shall have such powers and perform
such duties as are incident to the office of Treasurer, or as may, from time to
time, be specified by the Board of Directors or by the chief executive officer
of the Corporation. He shall be subject to the control of the Board of Directors
and to the powers of the chief executive officer of the Corporation.
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SECTION 8. ASSISTANT TREASURERS. Any Assistant Treasurer shall perform such
duties as the Treasurer or the chief executive officer of the Corporation or the
Board of Directors may from time to time assign to him.
SECTION 9. SECRETARY. The Secretary shall have the care and custody of the
seal and minute books of the Corporation and shall have such powers and perform
such duties as are incident to the office of Secretary or as may, from time to
time, be specified by the Board of Directors. He shall be subject to the control
of the Board of Directors.
SECTION 10. ASSISTANT SECRETARIES. Any Assistant Secretary shall perform
such duties as the Secretary or the chief executive officer of the Corporation
of the Board of Directors may from time to time assign to him.
SECTION 11. CONTROLLER. If a Controller shall have been elected, he shall be
the chief accounting officer of the Corporation and shall have such powers and
perform such duties as may, from time to time, be specified by the Board of
Directors or the chief executive officer of the Corporation.
SECTION 12. AUDITOR. If an Auditor shall have been elected, he shall have
full charge of the auditing of all accounts of every kind, subject to the
control of the Board of Directors, and shall also perform such other duties as
the Board of Directors or the chief executive officer of the Corporation may
from time to time direct.
SECTION 13. CHIEF TAX OFFICER. The Chief Tax Officer shall have
responsibility for all tax matters of the Corporation, subject to control of the
Board of Directors, and shall have such powers and perform such other duties as
the Board of Directors or the chief executive officer or the chief financial
officer may from time to time direct.
ARTICLE IV
CAPITAL STOCK
SECTION 1. CERTIFICATES OF SHARES AND UNCERTIFICATED SHARES. The shares of
each class of the capital stock of the Corporation shall be represented by
certificates or shall be uncertificated. Each registered holder of shares, upon
request to the Company, shall be provided with a certificate of stock
representing the number of shares owned by such holder. Certificates of stock
shall be issued in such forms, not inconsistent with law or with the Certificate
of Incorporation or other certificate filed pursuant to law, as shall be
approved by the Board of Directors.
SECTION 2. TRANSFERS OF SHARES OF STOCK. Transfers of shares shall only be
made upon the books of the Corporation by the holder in person, or by the power
of attorney duly executed and filed with the Corporation, and on the surrender
and cancellation of the certificate or certificates of such shares properly
assigned.
The Board of Directors shall have power and authority to make all such rules
and regulations as they may deem expedient concerning the issue, transfer and
registration of certificates of shares in the capital stock of the Corporation.
SECTION 3. RECORD DATES. For the purpose of determining the Stockholders
entitled to notice of or to vote at any meeting of Stockholders or any
adjournment thereof, or for the purpose of determining Stockholders entitled to
receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action, the Board may fix, in advance, a date as the record
for any such determination of Stockholders. Such date shall not be more than
sixty nor less than ten days before the date of such meeting, nor more than
sixty days prior to any other action.
SECTION 4. LOST CERTIFICATES. No certificate of shares in the capital stock
of the Corporation shall be issued in place of any certificate alleged to have
been lost, stolen or destroyed, except on delivery to the
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Corporation of a bond of indemnity, against such lost, stolen or destroyed
certificate, with such surety or security, if any, as shall be approved by the
Treasurer or Secretary. Proper and legal evidence of such loss, theft or
destruction shall be produced to the Treasurer or Secretary, if they require the
same. The Treasurer of Secretary may (except as otherwise provided in any
agreement executed and delivered on behalf of the Corporation and authorized by
the Board of Directors) in their discretion refuse to issue such new
certificate, save upon the order of the court having jurisdiction in such
matters.
ARTICLE V
DIVIDENDS
Dividends may be declared and paid out of funds of the Corporation legally
available therefor as often and at such times and to such extent as the Board of
Directors may determine, consistent with the provisions of the Certificate of
Incorporation or other certificate filed pursuant to law.
ARTICLE VI
SEAL
The seal of the Corporation shall consist of a flat-faced circular die with
the name of the Corporation in a circle and the year of its incorporation in the
center.
ARTICLE VII
WAIVER
Any notice required by the By-Laws of the Corporation to be given to
Directors or Stockholders for any meeting may be waived by any Director or
Stockholder in writing, signed by such Director or Stockholder or by his
attorney thereunto authorized, and filed with the Secretary of the Corporation.
ARTICLE VIII
CHECKS, DRAFTS, NOTES, ETC.
Funds of the Corporation on deposit with banks shall be disbursed by checks
or drafts signed by such officer or officers as the Board of Directors from time
to time designate or by such person or persons as shall from time to time be
designated either by the Board of Directors or by such officer or officers as
the Board shall from time to time authorize so to do. Notes, drafts,
acceptances, bills of exchange, or other obligation for the payment of money
(other than checks and drafts on banks with which the Corporation has funds on
deposit) made, accepted, or endorsed, shall be signed by such officer or
officers or person or persons as the Board of Directors shall from time to time
designate.
ARTICLE IX
INDEMNIFICATION
The Corporation shall indemnify each Officer or Director who is made, or
threatened to be made, a party to any action by reason of the fact that he or
she is or was an Officer or Director of the Corporation, or is or was serving at
the request of the Corporation in any capacity for the Corporation or any other
enterprise, to the fullest extent permitted by applicable law. The Corporation
may, so far as permitted by law, enter into an agreement to indemnify and
advance expenses to any Officer or Director who is made, or threatened to be
made, a party to any such action.
ARTICLE X
AMENDMENTS
These By-Laws, or any of them, may be altered, amended, or repealed, and new
By-Laws may be adopted, at any annual meeting of the Stockholders, or at any
special meeting called for that purpose, by a vote of a majority of the shares
represented and entitled to vote thereat. The Board of Directors shall have the
power, by a majority vote of the whole Board, to alter or amend or repeal these
By-Laws, but any such action of the Board of Directors may be amended or
repealed by the Stockholders at any annual meeting.
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I, ,a duly appointed Assistant Secretary of International Paper
Company, a corporation duly organized and existing under the laws of the State
of New York, hereby certify that the foregoing comprises a true and complete
copy of the By-Laws of said International Paper Company as amended to the date
hereof, and that the same in force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate
seal of said International Paper Company this day of , 19 .
------------------------------------------------
Assistant Secretary of International Paper Company
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