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) July 17, 1996
THE LEHIGH GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 13-1920670
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(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
1-155
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(Commission File Number)
810 Seventh Avenue
New York, New York 10019
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(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code(212) 333-2620
Exhibit Index on Page 4
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ITEM 5. OTHER EVENTS.
Attached as an exhibit hereto is a copy of the Company's Amended and
Restated Bylaws pursuant which were amended pursuant to a telephonic Board
meeting that took place on July 17, 1996, which is being filed under cover of
this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
3(ii) -- Amended and Restated Bylaws of the Registrant which
amended and restated Article I Section 6 and which add
Sections 8, 9 and 10 to Article I.
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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.
Date: August 2, 1996 THE LEHIGH GROUP INC.
(Registrant)
By: /s/ Robert A. Bruno
------------------------
Name: Robert A. Bruno
Title: Vice President & General Counsel
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EXHIBIT INDEX
Exhibit No. Description
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3(ii) Amended and Restated Bylaws
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Exhibit 3(ii)
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THE LEHIGH GROUP, INC.
AMENDED AND RESTATED
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BY-LAWS
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Amended and Restated as of July 17, 1996
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AMENDED AND RESTATED BY-LAWS
THE LEHIGH GROUP, INC.
ARTICLE I.
Stockholders.
Section 1. Place of Holding Meetings.
--------------------------
Annual and special meetings of the stockholders shall be held at such place,
within or without the State of Delaware, as the directors may, from time to
time, fix. Whenever the directors shall fail to fix such place, the meeting
shall be held at the registered office of the Corporation in the State of
Delaware.
Section 2. Voting.
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Stockholders who are entitled to vote may vote at meetings either in person or
by proxy appointed by instrument in writing subscribed by such stockholder or by
such stockholder's duly authorized attorney. The holders of Common Stock shall
be entitled to one vote for each share of Common Stock held by them upon any and
all matters to be acted upon by the stockholders. The voting rights, if any, of
the shares of a particular series of Preferred Stock, shall be fixed by
resolution of the Corporation's Board of Directors acting prior to the issuance
of any shares of such series.
No proxy shall be voted on after three years from its date, unless said proxy
provides for a longer period, and, except where the transfer books of the
Corporation shall have been closed or a date shall have been fixed as a record
date for the determination of its stockholders entitled to vote, as hereinafter
provided, no share of stock shall be voted on at any election for directors
which shall have been transferred on the books of the Corporation within twenty
days next preceding such election of directors.
The Board of Directors shall have power to close the stock transfer books of the
Corporation for a period not exceeding sixty days preceding the date of any
meeting of stockholders or the date for payment of any dividend or the date for
the allotment of rights or the date when any change or conversion or exchange of
capital stock shall go into effect; provided, however, that in lieu of closing
the stock transfer books as aforesaid, the Board of Directors may fix in advance
a date, not exceeding sixty days preceding the date of any meeting of
stockholders or the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, as a record date for the determination of
the stockholders entitled to notice of, and to vote at, any such meeting, or
entitled to receive payment of any such dividend, or to any such allotment of
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rights, or to exercise the rights in respect of any such change, conversion or
exchange of capital stock, and in such case only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to such notice of,
and to vote at, such meeting, or to receive payment of such dividend, or to
receive such allotment of rights, or to exercise such rights, as the case may
be, notwithstanding any transfer of any stock on the books of the Corporation
after any such record date fixed as aforesaid.
Section 3. Quorum.
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Any number of stockholders present in person or represented by proxy at any
meeting duly called, who are entitled to vote, shall constitute a quorum for the
transaction of business.
Section 4. Adjournment of Meetings.
------------------------
If less than a quorum shall be in attendance at the time for which the meeting
shall have been called, the meeting may be adjourned from time to time, by
majority vote of the stockholders present or represented and entitled to vote,
without any notice other than by announcement at the meeting, until a quorum
shall attend. Any meeting at which a quorum is present may also be adjourned, in
like manner, for such time, or upon such call as may be determined by vote. At
any adjourned meeting at which a quorum shall attend, any business may be
transacted which might have been transacted if the meeting had been held as
originally called.
Section 5. Annual Election of Directors.
-----------------------------
At each Annual Meeting, stockholders shall elect directors of the Corporation
and shall transact such other corporate business as may properly be brought
before the meeting.
Section 6. Special Meetings of Stockholders: How Called.
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Special meetings of the stockholders for any purpose may be called only by the
Chairman, President, or the Secretary, or upon request by resolution of the
Board of Directors, and the business transacted at such meeting shall be
confined to the purpose or purposes stated in the notice thereof.
Section 7. Notice of Stockholders' Meetings.
Written notice of each stockholders' meeting stating the place and time of the
meeting, and in the case of a special meeting the general nature of the business
to be considered, shall be given or mailed by the Secretary to each stockholder
entitled to vote, at his last known post-office address, at least five days
before the meeting in the case of an annual meeting, and two days before
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the meeting in the case of a special meeting. Notice of any stockholders'
meeting may be dispensed with by consent of all the stockholders entitled to
vote.
Section 8. Record Date for Action by Written Consent.
------------------------------------------
In order that the Corporation may determine the stockholders entitled to consent
to corporate action in writing without a meeting, 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 date shall not be more than then (10) days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. Any
stockholder of record seeking to have the stockholders authorize or take
corporate action by written consent shall, by written notice to the Secretary,
request the Board of Directors to fix a record date. The Board of Directors
shall promptly, but in all events within ten (10) days after the date on which
such a request is received, adopt a resolution fixing the record date (unless a
record date has previously been fixed by the Board of Directors pursuant to the
first sentence of this Section 8). If no record date has been fixed by the Board
of Directors pursuant to the first sentence of this Section 8 or otherwise
within ten (10) days of the date on which such a request is received, the record
date for determining stockholders entitled to consent to corporate action in
writing without a meeting, when no prior action by the Board of Directors is
required by applicable law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the Corporation by delivery to its registered office in Delaware, it principal
place of business, or to any officer or agent of the Corporation having custody
of the book in which proceedings of meetings of stockholders are recorded.
Delivery shall be by hand or by certified or registered mail, return receipt
requested. If no record date has been fixed by the Board of Directors and prior
action by the Board of Directors is required by applicable law, the record date
for determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the date on which the
Board of Directors adopts the resolution taking such prior action.
Section 9. Inspectors of Written Consent.
------------------------------
In the event of the delivery, in the manner provided by Section 8, to the
Corporation of the requisite written consent or consents to take corporate
action and/or any related revocation or revocations, the Corporation shall
engage independent inspectors of elections for the purpose of performing
promptly a ministerial review of the validity of the consents and revocations.
For the purpose of permitting the inspectors to perform such review, no action
by written consent without a
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meeting shall be effective until such date as the independent inspectors certify
to the Corporation that the consents delivered to the Corporation in accordance
with Section 8 represent at least the minimum number of votes that would be
necessary to take the corporate action. Nothing contained in this Section 9
shall in any way be construed to suggest or imply that the Board of Directors or
any stockholder shall not be entitled to contest the validity of any consent or
revocation thereof, whether before or after such certification by the
independent inspectors, or to take any other action (including, with limitation,
the commencement, prosecution, or defense of any litigation with respect
thereto, and the seeking of injunctive relief in such litigation).
Section 10. Effectiveness of Written Consent.
---------------------------------
Every written consent shall bear the date of signature of each stockholder who
signs the consent and no written consent shall be effective to take the
corporate action referred to therein unless, within sixty (60) days of the
earliest dated written consent received in accordance with Section 8, a written
consent or consents signed by a sufficient number of holders to take such action
are delivered to the Corporation in the manner prescribed in Section 8.
ARTICLE II.
Directors.
Section 1. First Meeting.
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The newly-elected directors shall meet as soon as possible after their election
for the purpose of organization and the transaction of business, and no notice
of such meeting shall be necessary to them in order legally to constitute the
meeting, provided a majority of the directors elected and in office shall be
present. After each annual meeting of the stockholders, the directors shall meet
as soon as possible for the purpose of organization and the transaction of
business, and no notice of such meeting shall be necessary to them in order
legally to constitute the meeting, provided a majority of the directors elected
and in office shall be present. By consent of all the directors elected and in
office, the time of such first meeting may be otherwise fixed.
Section 2. Election of Officers.
---------------------
At such meeting, the directors shall elect from their own number a president,
and shall also elect one or more vice-presidents, a treasurer and secretary,
none of whom need be a director. Such officers shall hold office during the
pleasure of the Board of Directors. In case any such officers shall not be
elected at
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such first meeting, they may be elected at any subsequent meeting of directors
called for this purpose.
Section 3. Regular Meetings.
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Regular meetings of the directors may be held without notice at such places and
times, within or without the State of Delaware, as shall be determined from time
to time by resolution of the directors.
Section 4. Special Meetings: How Called: Notice.
---------------------------------------
Special meetings of the directors, within or without the State of Delaware, may
be called by the President or one of the Vice-Presidents on one day's notice to
each director; and shall be called by the President, by one of the
Vice-Presidents or by the Secretary on like notice on the written request of two
directors. Notice of any special meeting of the directors may be dispensed with
by consent of all the directors.
Section 5. Number and Quorum.
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The number of directors constituting the entire Board of Directors of the
Corporation shall be six. Directors shall be elected by cumulative voting as
provided in the Certificate of Incorporation of the Corporation. The foregoing
two sentences and this sentence may not be amended other than pursuant to the
terms of the Certificate of Incorporation of the Corporation. Directors shall
hold office until the next annual meeting of stockholders and until the election
and qualification of their respective successors. A majority of directors
elected and in office shall constitute a quorum of the Board of Directors for
the transaction of business, and, subject to the provisions of Article II,
Section 8(1) of these By-laws, the act of a majority of a quorum, even though
less than a majority of the full Board, shall be deemed to be the act of the
Board of Directors. Directors need not be stockholders.
The Board of Directors and the Executive Committee, if any, of NICO Inc., a
Delaware corporation ("NICO"), and a wholly owned subsidiary of the Corporation,
shall at all times consist of those persons serving as members of the Board of
Directors or Executive Committee, as the case may be, of the Corporation. No
change may be made in this paragraph without the unanimous consent of the entire
Board of Directors of the Corporation or the affirmative vote of at least 80% of
the outstanding shares of the Corporation's Common Stock voting at any meeting
of the Corporation's stockholders.
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Section 6. Place of Meeting.
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The directors may hold their meetings inside or outside the State of Delaware,
at such places as they may from time to time determine, or unless otherwise
determined by the Board, as shall be stated in the notice of meeting. The
original or a duplicate stock ledger may be kept outside the State of Delaware
in such place as may from time to time be designated by the Board of Directors.
Section 7. General Powers of Directors.
----------------------------
The Board of Directors shall have the management of the business of the
Corporation, and subject to the restrictions imposed by law, by the Certificate
of Incorporation, and by these By-laws, may exercise all the powers of the
Corporation.
Section 8. Specific Powers of Directors.
-----------------------------
Without prejudice to such general powers, it is hereby expressly declared that
the directors shall have among others the following powers, to wit:
(a) To make, alter and repeal by-laws of the Corporation
subject to the power of the stockholders to alter or repeal by-laws
made by the Board of Directors.
(b) To determine whether any, and, if any, what part, of the
surplus of the Corporation, or of its net profits, shall be declared in
dividends, and to fix from time to time the amount thereof to be
reserved as working capital or reserves, or for any other lawful
purpose, and to direct and determine the use and disposition of any
such surplus or net profits.
(c) Subject to the provisions of Article Fourth of its
Certificate of Incorporation, as amended, to purchase, hold, cancel,
reissue, sell or transfer shares of stock of the Corporation, provided
that, except as permitted by law in the case of shares of preferred
stock of any class, the Corporation shall not use its funds or assets
for the purchase of shares of its own stock when such use would cause
any impairment of its capital, and provided further that shares of its
own stock belonging to the Corporation shall not be voted upon directly
or indirectly.
(d) To determine, from time to time, whether and to what
extent and at what times and places and under what conditions and
regulations the accounts and books of the Corporation, or any of them,
shall be open to the inspection of the stockholders; and no stockholder
shall have any right to inspect any account or book or document of the
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Corporation, except as conferred by the laws of the State of Delaware,
unless and until authorized so to do by resolution of the Board of
Directors or of the stockholders of the Corporation.
(e) Without the assent or vote of the stockholders, from time
to time, and without limit as to amount, to borrow or raise moneys for
any of the purposes of the Corporation; and to authorize the issue of
bonds, debentures, notes or other obligations of the Corporation, of
any nature, or in any manner, for moneys so borrowed, and to authorize
the creation of mortgages upon, or the pledge or conveyance or
assignment in trust of, the whole or any part of the property of the
Corporation, real or personal, including contract rights, whether at
the time owned or thereafter acquired, to secure the payment of such
bonds, debentures, notes or other obligations and the interest thereon,
and to authorize the sale or pledge or other disposition of such bonds,
debentures, notes or other obligations of the Corporation for its
corporate purposes.
(f) The Board of Directors shall have plenary power and
discretion to sell, lease or otherwise dispose of, from time to time,
any part or parts of the properties of the Corporation and to cease to
conduct the business connected therewith or again to resume the same,
as it may deem best.
(g) To make and change regulations, not inconsistent with
these By-laws, for the management of the Corporation's business and
affairs.
(h) To purchase or otherwise acquire for the Corporation any
property, rights or privileges which the Corporation is authorized to
acquire.
(i) To pay for any property purchased for the Corporation
either wholly or partly in money, bonds, debentures or other securities
of the Corporation.
(j) To sell, lease, exchange, assign, transfer, convey or
otherwise dispose of a part of the property, assets and effects of this
Corporation, less than the whole or less than substantially the whole
thereof, on such terms and conditions as it shall deem advisable
without the assent of the stockholders in writing or otherwise.
(k) With the consent in writing or pursuant to the affirmative
vote of the holders of a majority of the stock issued and outstanding
and having voting power (subject, however, to the special vote which
may at the time be required under the provisions of Section 2 of
Article I of these By-laws), to sell, lease, exchange, assign, transfer
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and convey or otherwise dispose of the whole or substantially the whole
of the property, assets, effects and good will of this Corporation,
including the corporate franchise, upon such terms and conditions as
the Board of Directors shall deem expedient and for the best interests
of this Corporation.
(l) To remove and in their discretion, from time to time, to
devolve the powers and duties of any officer upon any other person for
the time being; provided, however, that the removal from office of the
Chairman of the Board of Directors, a Vice-Chairman of the Board of
Directors or the President of the Corporation shall require the
affirmative vote of a majority of the entire Board of Directors.
(m) To appoint and remove or suspend such other officers,
managers, agents or assistants as they may deem necessary, and to
determine their duties, and to fix and from time to time change their
salaries or remuneration, and to require security as and when they
think fit.
(n) Subject to the provisions of Section 8(l) of this Article
II, to confer upon any officer of the Corporation the power to appoint,
remove and suspend subordinate officers, managers, agents and
assistants.
(o) To determine who shall be authorized on the Corporation's
behalf to make and sign bills, notes, acceptances, endorsements,
checks, releases, receipts, contracts and other instruments.
(p) To designate by resolution or resolutions an Executive
Committee, to consist of two or more directors, which to the extent
provided in said resolution or resolutions shall have and may exercise
(except when the Board of Directors shall be in session) all or any of
the powers of the Board of Directors in the management of the business
and affairs of the Corporation, and have power to authorize the seal of
this Corporation to be affixed to all papers which may require it.
(q) To delegate by resolution or resolutions to one or more
standing or special committees, the members of which need not be
directors, or to any officer, subordinate officer, manager, agent or
assistant, with or without power to sub-delegate, the performance of
any powers and duties in relation to the business and affairs of the
Corporation, upon such terms as the Board of Directors may deem
advisable.
(r) In addition to the powers and authorities hereinbefore or
by statute expressly conferred upon them the
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Board of Directors may exercise all such powers and do all such acts
and things as may be exercised or done by the Corporation; subject,
nevertheless, to the express provisions of the laws of the State of
Delaware, the Certificate of Incorporation of this Corporation, and
these By-laws.
Section 9. Compensation of Directors.
--------------------------
Directors shall not receive any stated salary for their services as directors,
but by resolution of the Board of Directors a fixed fee and expenses of
attendance may be allowed for attendance at each meeting of the Board of
Directors. Nothing herein contained shall be construed to preclude any director
from serving the Corporation in any other capacity as an officer, subordinate
officer, manager, agent, assistant or otherwise, and receiving compensation
therefor.
Section 10. Indemnification of Directors and Officers.
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The Corporation shall be required, to the fullest extent authorized by Section
145 of the GCL, as the same may be amended and supplemented, to indemnify any
and all directors and officers of the Corporation.
Section 11. Limitation on Liability of Directors.
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The personal liability of each of the directors of the Corporation shall be
limited to the fullest extent permitted by paragraph 7 of subsection (b) of
Section 102 of the GCL, as the same may be amended and supplemented.
Section 12. Executive Committee.
--------------------
The Corporation shall maintain an Executive Committee of the Board of Directors
(the "Executive Committee"), which may (except when the Board of Directors shall
be in session) exercise all of the powers of the Board of Directors (except as
otherwise provided by law). The Executive Committee shall consist of such number
of directors, but not less than three, as determined from time to time by the
Board of Directors; provided, that, so long as Executive Life Insurance Company,
a Delaware corporation, First Stratford Life Insurance Company, a Delaware
corporation, and Executive Life Insurance Company of New York, a New York
corporation, or their respective successors and assigns which are affiliates of
Executive Life Insurance Company (collectively, "First Executive"), shall
continue to own all of the Corporation's Common Stock issued to First Executive
pursuant to the Corporation's exchange offers for the senior secured notes
issued by NICO, Inc., (a) at all times at least one member of the Executive
Committee shall be the chief operating officer or chief executive officer of the
Corporation and at least one member
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shall be the person, if any, elected as a director by First Executive, and (b)
no change may be made in this paragraph except by a resolution duly adopted by
unanimous vote of the entire Board of Directors, or by the affirmative vote of
the holders of at least 80% of the outstanding shares of Common Stock of the
Corporation voting at any meeting of the Corporation's stockholders.
ARTICLE III.
Officers.
Section 1. Officers.
---------
The officers of the Corporation shall consist of a President, a Chairman of the
Board of Directors, a Chairman of the Executive Committee of the Board of
Directors, a Vice Chairman of the Executive Committee of the Board of Directors,
two elected Vice Presidents, one of whom shall be designated Executive Vice
President, a Secretary, a Treasurer, and a Controller, and such additional Vice
Presidents and other officers as the Board of Directors may appoint, with such
powers as the Board may assign to them. One person may hold more than one
office, except that no person may be both President and a Vice President of the
Corporation.
Section 2a. Chairman of the Board.
----------------------
The Chairman of the Board shall be the chief executive officer of the
Corporation and, subject to the control of the Board of Directors, shall have
active direction and supervision of the property, finances, and business of the
Corporation. In the performance of his duties he shall exercise such authority
over the subordinate officers and employees of the Corporation as may be
necessary or appropriate and not inconsistent with the provisions of law and of
these By-laws. The Chairman of the Board shall consult regularly with the
President with regard to the operations of all of the divisions and subsidiaries
of the Corporation. The Chairman of the Board shall, if present, preside at all
meetings of the stockholders and of the Board of Directors. The Chairman of the
Board shall be an ex officio member of all committees of the Board of Directors
and shall exercise such other powers and perform such other duties as the Board
of Directors may from time to time assign to him.
Section 2b. Vice Chairmen of the Board.
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The Vice Chairmen of the Board shall be principal executive officers of the
Corporation and, subject to the control of the Board of Directors, shall assist
the Chairman of the Board in carrying out his duties and, in the absence or
disability of the
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Chairman of the Board, shall exercise all of his powers and perform all of his
duties, except as specifically provided by these By-laws. The Vice Chairmen of
the Board shall, in the absence of the Chairman of the Board, preside at all
meetings of the Board of Directors and stockholders and shall exercise such
other powers and perform such other duties as the Board of Directors may from
time to time assign to them.
Section 2c. President.
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The President shall be the chief operating officer of the Corporation and shall
exercise his duties subject to the control of the Board of Directors and the
chief executive officer. In the performance of his duties he shall exercise such
authority over the subordinate officers and employees of the Corporation as may
be necessary or appropriate and not inconsistent with the provisions of law and
of these By-laws. The President shall, in the absence of the Chairman of the
Board and the Vice Chairmen of the Board, preside at all meetings of the
stockholders and, in the absence of Chairman of the Board and the Vice Chairmen
of the Board preside at all meetings of the Board of Directors and shall
exercise such other powers and perform such other duties as the Board of
Directors may from time to time assign to him.
Section 3. Vice Presidents.
----------------
The Executive Vice President or, in his absence or disability, such other Vice
President as the Board of Directors may designate, shall perform all of the
duties of the President in the absence or disability of the latter, subject to
the provisions of Section 4 of this Article, and such other duties as the Board
of Directors may assign to them from time to time.
Section 4. Additional Vice Presidents.
---------------------------
The Board of Directors may, as provided in Article III, Section 1 of these
By-laws, appoint one or more additional Vice Presidents, who shall perform such
duties as may be assigned to them by the Board of Directors from time to time.
Section 5. Secretary.
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The Secretary shall give, or cause to be given, subject to the provisions of
Article I, Section 7 and Article II, Sections 3 and 4 hereof, notice of all
meetings of stockholders and directors, and all other notices required by law or
by these By-laws, and in case of his absence or refusal or neglect so to do, any
such notice may be given by any person thereunto directed by the President, or
by the directors or stockholders upon whose request the meeting is called as
provided in these By-laws. The Secretary shall perform such other duties as may
from time to time be assigned to him by the President or by the Board of
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Directors. He shall have custody of the books recording the proceedings of the
meetings of the stockholders, directors and executive committee of the
Corporation and shall also have custody of the seal of the Corporation, and
shall affix the same to all instruments requiring it when authorized by the
President, or by the Board of Directors, and attest the same. He shall be sworn
to the faithful discharge of his duties.
Section 6. Treasurer.
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The Treasurer shall have the custody of all funds, securities, evidences of
indebtedness and other valuable documents of the Corporation. He shall receive
and give or cause to be given receipts and acquittances for moneys paid in on
account of the Corporation, and shall pay out of the funds on hand all just
debts of the Corporation of whatever nature upon maturity of the same. He shall
enter or cause to be entered in books of the Corporation to be kept for that
purpose full and accurate accounts of all moneys received and paid out on
account of the Corporation, and whenever required by the President or the Board
of Directors he shall render a statement of his cash accounts. He shall keep or
cause to be kept such other books as will show a true record of the expenses,
losses, gains, assets and liabilities of the Corporation. He shall, unless
otherwise determined by the Board of Directors, have charge of the original
stock books, transfer books and stock ledgers, shall act as transfer agent in
respect of the stock and securities of the Corporation, and shall perform all
other duties incident to the office of Treasurer. He shall, if so directed by
the Board of Directors, give the Corporation a bond for the faithful discharge
of his duties in such amount and with such surety as the Board of Directors may
prescribe.
Section 7. Chairman of the Executive Committee.
------------------------------------
The Chairman of the Executive Committee of the Board of Directors shall preside
at all meetings of the Executive Committee and shall perform such other duties
and functions delegated to him by the Executive Committee or the Board of
Directors.
Section 7a. Vice Chairman of the Executive Committee.
-----------------------------------------
The Vice Chairman of the Executive Committee of the Board of Directors shall, in
the absence of the Chairman of the Executive Committee of the Board of
Directors, preside at all meetings of the Executive Committee and shall perform
such other duties and functions delegated to him by the Executive Committee, or
the Board of Directors.
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Section 8. Officers of Divisions.
----------------------
In the event that any part of the business and operations of the Corporation
shall be conducted through Divisions of the Corporation, the Board of Directors
may, by appropriate resolution, designate and appoint officers assigned to a
particular Division. Such appointed officers of Divisions shall not be general
officers of the Corporation, except upon election to such additional corporate
office. The appointed officers shall serve in such respective capacities at the
will and desire of the Board of Directors. Officers of any subsidiary of the
Corporation, which are turned into a Division, shall be deemed to continue as
officers of the Division at the will and desire of the Board of Directors of the
Corporation.
The officers of any Division shall consist of a President, a Chairman of the
Management Committee, two or more Vice Presidents, one of whom shall be
designated Executive Vice President, a Secretary and a Treasurer and such other
officers as the Board of Directors may appoint. The duties and authorities of
such officers shall be substantially the same as the duties of the corresponding
general corporate officers as provided in Section 1 through 7 hereinabove except
as such duties may be otherwise limited by the Board of Directors, but all
duties and responsibilities shall be limited solely to acts and transactions
pertaining to the business which such Division is authorized to transact and
perform.
ARTICLE IV.
Resignations: Filling of Vacancies.
Section 1. Resignation.
------------
Any officer, director or member of a committee may resign at any time. Such
resignation shall be made in writing, and shall take effect at the time of its
acceptance.
Section 2. Filling of Vacancies.
---------------------
If the place of any director or member of a committee becomes vacant by death,
resignation or removal, or an additional vacancy on the Board of Directors is
created because of an increase in the size of the Board, the Board of Directors
may appoint a qualified person to fill such vacancy, who shall hold office for
the unexpired term of the director whose office the successor shall have been
chosen to fill or for the term of such newly-created position, as the case may
be, and until his successor shall be duly elected and shall qualify.
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ARTICLE V.
Stock Certificates.
Section 1. Certificates of Stock.
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Every holder of stock in this Corporation shall be entitled to have a
certificate, signed by, or in the name of the Corporation by, the President or a
Vice President and the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary of this Corporation, certifying the number of shares
owned by him in this Corporation; provided, however, that where such certificate
is signed (1) by a transfer agent or an assistant transfer agent or (2) by a
transfer clerk acting on behalf of this Corporation and a registrar, the
signature of any such President, Vice President, Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary may be facsimile. In case any officer or
officers who shall have signed, or whose facsimile signature or signatures shall
have been used on, any such certificate or certificates shall cease to be such
officer or officers of this Corporation, whether because of death, resignation
or otherwise, before such certificate or certificates shall have been delivered
by this Corporation, such certificate or certificates may nevertheless be
adopted by this Corporation and be issued and delivered as though the person or
persons who signed such certificate or certificates or whose facsimile signature
or signatures shall have been used thereon had not ceased to be such officer or
officers of this Corporation.
Section 2. Transfer Agents and Registrars.
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The Board of Directors may appoint one or more transfer agents and one or more
registrars of its stock, whose respective duties the Board of Directors may,
from time to time, define. No certificate of stock of any class shall be valid
until countersigned by a transfer agent and until registered by a registrar.
ARTICLE VI.
Miscellaneous Provisions.
Section 1. Fiscal Year.
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The fiscal year of the Corporation shall be the calendar year.
Section 2. Offices.
The principal office of the Corporation shall be established and maintained at
the Delaware Trust Building, in the city of Wilmington, in the County of New
Castle, in the State of Delaware. The original or a duplicate stock ledger shall
be kept
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at such office. The Corporation may also have offices at such other places
within the State of Delaware as the Board of Directors may from time to time
determine. The Corporation shall, subject to the provisions of the laws of the
State of Delaware and of these By-laws, keep the books of the Corporation at
such places in said State as may from time to time be designated by resolution
of the Board of Directors.
Section 3. Seal.
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The seal of the Corporation shall be circular in form, and shall have inscribed
thereon the name of the Corporation, the year of its organization, and words
indicating that the Corporation is incorporated under the laws of the State of
Delaware.
Section 4. Checks and Other Negotiable Instruments.
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All checks, notes and other negotiable instruments purporting to be the act of
the Corporation, in order to be binding upon the Corporation, shall be signed,
countersigned, endorsed or otherwise executed by such of its officers as the
Board of Directors from time to time by resolution may direct.
Section 5. Contracts.
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All contracts, and other obligations of the Corporation with the exception of
negotiable instruments, in order that the same shall be binding upon the
Corporation, shall be signed by the President or one of the elected Vice
Presidents, and by the Secretary or Treasurer; or by such other person or
persons as the Board of Directors from time to time by resolution may direct.
Section 6. Address: Waiver of Notice.
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Each stockholder shall, at the time he receives his certificate of stock,
furnish to the Treasurer as Transfer Agent, in writing, his address, to which
all notices shall be mailed, and in the event that he fails to do so he shall be
deemed to waive all notices required by the Certificate of Incorporation of this
Corporation or by the By-laws, or by the laws of the State of Delaware.
Section 7. Notice and Waiver of Notice.
----------------------------
Whenever under the provisions of these By-laws or the Certificate of
Incorporation of this Corporation notice is required to be given to any
director, officer or stockholder, it shall not be construed to mean personal
notice, but such notice may be given by depositing the same in a United States
post office or letter Pox, in a post-paid, sealed wrapper, addressed to such
director, officer or stockholder, at his address if and as the same appears on
the books of the Corporation, and the time of the giving of
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such notice shall be deemed to be the time when the same shall be thus
transmitted or mailed. Any stockholder, officer or director may at any time
waive any notice required to be given under the By-laws.
ARTICLE VII.
Amendments.
Section 1. Amendment of By-laws.
---------------------
The stockholders may, at any regular or special meeting, by the affirmative vote
of a majority of the total number of votes entitled to be cast thereat by the
shares of capital stock then issued and outstanding, alter, amend or repeal any
or all of the By-laws of the Corporation, if notice thereof be contained in the
notice of the meeting. The Board of Directors may alter, amend or repeal any or
all of the By-laws of this Corporation at any meeting, by affirmative vote of
the majority of the directors, if written notice of the proposed alteration,
amendment or repeal has been given to all the directors, or if all the directors
are present at the meeting, or if those not present assent in writing to such
alteration, amendment or repeal.
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