Exhibit 3.2
-----------
BYLAWS
OF
MEREDITH CORPORATION
Effective
January 30, 2000
ARTICLE I. OFFICES
The principal office of the corporation in the State of Iowa shall be
located in the City of Des Moines, County of Polk, or as otherwise or more
particularly identified in the most recently filed (at any time), annual report
of the corporation on file with the Iowa Secretary of State.
ARTICLE II. SHAREHOLDERS
Section 1. ANNUAL MEETING. The annual meeting of the shareholders shall
be held on the second Monday in the month of November in each year, at the hour
of 10:00 a.m., at the principal office of the corporation, or at such other
date, time and place as may be fixed from time to time by resolution of the
Board of Directors and set forth in the notice of the meeting, for the purpose
of electing directors and transacting such other business as may properly come
before the meeting.
At an annual meeting of the shareholders, only such business shall be
conducted as shall have been properly brought before an annual meeting. To be
properly brought before an annual meeting, business must be (i) specified in
the notice of the meeting (or any supplement thereto) given by or at the
direction of the Board of Directors, (ii) otherwise properly brought before the
meeting by or at the direction of the Board of Directors or (iii) otherwise
properly brought before the meeting by a shareholder of the corporation who was
a shareholder of record at the time of giving of notice provided for in this
Section, who is entitled to vote at the meeting and who complied with the
notice procedures set forth in this Section. For business to be properly
brought before an annual meeting by a shareholder, the shareholder must have
given timely notice thereof in writing to the Secretary of the corporation at
the principal executive office of the corporation. To be timely, a
shareholder's notice shall be delivered not less than 90 days prior to the
first anniversary of the preceding year's meeting; provided, however, that in
the event that the date of the annual meeting is advanced by more than 30 days
or delayed by more than 60 days from such anniversary date, notice by the
shareholder, to be timely, must be so delivered not later than the 90th day
prior to such annual meeting or the 10th day following the day on which public
announcement (as defined herein) of the date of such meeting is first made.
Such shareholder's notice shall set forth as to each matter the
shareholder proposes to bring before the annual meeting (i) a brief description
of the business desired to be brought before the meeting and the reasons for
conducting such business at the meeting and any material interest in such
business of such shareholder and the beneficial owner, if any, on whose behalf
the proposal is made; and (ii) as to the shareholder giving the notice and the
beneficial owner, if any, on whose behalf the proposal is made (A) the name and
address of such shareholder, as they appear on the corporation's books, and the
name and address of such beneficial owner and (B) the class and number of
- 1 -
<PAGE>
shares of the corporation which are owned beneficially and of record by such
shareholder and such beneficial owner; and (iii) in the event that such
business includes a proposal to amend either the Articles of Incorporation or
the Bylaws of the corporation, the language of the proposed amendment.
Notwithstanding anything in these Bylaws to the contrary, no business shall be
conducted at any annual meeting except in accordance with this paragraph, and
the Chairman of the Board or other person presiding at an annual meeting of
shareholders, may refuse to permit any business to be brought before an annual
meeting without compliance with the foregoing procedures. For the purposes of
this paragraph "public announcement" shall mean disclosure in a press release
reported by the Dow Jones News Service, Associated Press or comparable national
news service or in a document publicly filed by the corporation with the
Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition
to the provisions of this paragraph, a shareholder shall also comply with all
applicable requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth herein. Nothing in these
Bylaws 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.
Section 2. SPECIAL MEETINGS. Special meetings of the shareholders, for
any purpose or purposes, may be called by the Chairman of the Board, the Chief
Executive Officer, the Secretary or the Board of Directors. If the holders of
shares having at least fifty percent of all the votes entitled to be cast on
any issue proposed to be considered at the proposed special meeting sign, date
and deliver to the corporation's Secretary one or more written demands for the
meeting describing the purpose or purposes for which it is to be held, the
Board of Directors, or, at its discretion, the Chairman, shall establish a
reasonable time, date and place for holding such special meeting. Business
transacted at a special meeting of the shareholders shall be confined to the
purpose or purposes of the meeting described in the notice of the meeting.
Section 3. PLACE OF SHAREHOLDERS' MEETING. The Board of Directors may
designate any place, either within or without the State of Iowa as the place of
meeting for any annual meeting or for any special meeting of shareholders. If
no designation is made the place of meeting shall be the principal office of
the corporation in the State of Iowa.
Section 4. NOTICE OF MEETING. Written or printed notice stating the
place, day and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not
less than ten days, nor more than sixty days before the date of the meeting,
either personally or by mail, by or at the direction of the Chairman of the
Board, the Chief Executive Officer, the Secretary or the Board of Directors, to
each shareholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States
mail, addressed to the shareholder at the address as it appears on the stock
transfer books of the corporation, with postage thereon prepaid.
Section 5. POSTPONEMENT OF MEETINGS. Any previously scheduled annual or
special meeting of shareholders may be postponed by resolution of the Board of
Directors upon public announcement (as defined in Article II, Section 1 of
these Bylaws) made on or prior to the date previously scheduled for such annual
or special meeting.
- 2 -
<PAGE>
Section 6. FIXING OF RECORD DATE. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors of the corporation may fix in advance a
date as the record date for any such determination of shareholders, such date
in any case to be not more than seventy days and, in case of a meeting of
shareholders, not less than ten days prior to the date on which the particular
action requiring such determination of shareholders is to be taken. If no
record date is fixed for the determination of shareholders entitled to notice
of or to vote at a meeting of shareholders, or shareholders entitled to receive
payment of a dividend, the day before the first date on which notice of the
meeting is mailed or the day before the date on which the resolution of the
Board of Directors declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of shareholders. In order to
determine the shareholders entitled to demand a special meeting, the record
date shall be the sixtieth day preceding the date of receipt by the corporation
of written demands sufficient to require the calling of such meeting, unless
otherwise fixed by the Board of Directors. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof, unless the Board of Directors selects a new record date or unless a
new record date is required by law.
Section 7. VOTING LISTS. After the record date for a meeting has been
fixed, the officer or agent having charge of the stock transfer books for
shares of the corporation shall make, at least ten days before each meeting of
shareholders, a complete list of the shareholders entitled to vote at such
meeting, or any adjournment thereof, arranged by voting group and within each
voting group, in alphabetical order, with the address of and the number and
class of shares held by each, which list, for a period beginning two business
days after notice of the meeting was first given for which the list was
prepared and continuing through the meeting, shall be kept on file at the
principal office of the corporation or at the place identified in the meeting
notice in the city where the meeting will be held. The list shall be subject
to inspection by any shareholder at any time during usual business hours. Such
list shall also be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder during the whole time
of the meeting. The list furnished to the corporation by its stock transfer
agent shall be prima facie evidence as to who are the shareholders entitled to
examine such list or transfer books or to vote at any meeting of shareholders.
Section 8. QUORUM. At any meeting of the shareholders, a majority of the
votes entitled to be cast on the matter by a voting group constitutes a quorum
of that voting group for action on that matter, unless the representation of a
different number is required by law, and in that case, the representation of
the number so required shall constitute a quorum. If a quorum shall fail to
attend any meeting, the chairman of the meeting or a majority of the votes
present may adjourn the meeting to another place, date or time. When a meeting
is adjourned to another place, date or time, notice need not be given of the
adjourned meeting if the place, date and time thereof are announced at the
meeting at which the adjournment is taken; provided, however, that if the date
of any adjourned meeting is more than one hundred twenty (120) days after the
date for which the meeting was originally noticed, or if a new record date is
fixed for the adjourned meeting, notice of the place, date and time of the
adjourned meeting shall be given in conformity herewith. At any adjourned
meeting, any business may be transacted which might have been transacted at the
original meeting.
- 3 -
<PAGE>
Section 9. PROXIES. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by the shareholder's
duly authorized attorney in fact. Such proxy shall be filed with the Secretary
of the corporation before or at the time of the meeting. No proxy shall be
valid after eleven months from the date of its execution, unless otherwise
provided in the proxy. No holder of any share of any class of stock of the
corporation shall sell the vote pertaining to such share or issue a proxy to
vote such share in consideration of any sum of money or anything of value.
Section 10. VOTING OF SHARES. Each outstanding share entitled to vote
shall be entitled to vote as follows:
(a) At each annual or special meeting of shareholders, each holder of
common stock shall be entitled to one [1] vote in person or by proxy
for each share of common stock standing in the holder's name on the
stock transfer records of the corporation, and (except as provided in
subsection [b] of this Section 10) each holder of class B stock shall
be entitled to ten [10] votes in person or by proxy for each share of
class B stock standing in the holder's name on the stock transfer
records of the corporation. Except as required pursuant to the
Business Corporation Act of the State of Iowa, all actions submitted
to a vote of shareholders shall be voted on by the holders of common
stock and class B stock voting together as a single class.
(b) Notwithstanding subsection [a] of this Section 10, each holder of
class B stock shall be entitled to only one [1] vote, in person or by
proxy, for each share of class B stock standing in the holder's name
on the stock transfer records of the corporation with respect to the
following matters:
(i) The removal of any director of the corporation pursuant to
Article IV of the Articles of Incorporation;
(ii) Any amendment to the Articles of Incorporation which would
permit the holders of stock of the corporation to amend,
alter, change or repeal the Bylaws or any part thereof,
pursuant to Article V of the Articles of Incorporation; and
(iii) Any repeal or amendment of Article IV or Article VI of the
Articles of Incorporation.
Section 11. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation may be voted by such officer, agent or proxy as the
Bylaws of such corporation may prescribe, or, in the absence of such provision,
as the board of directors of such corporation may determine.
Shares held by an administrator, executor, guardian or conservator may be
voted, either in person or by proxy, without a transfer of such shares. Shares
standing in the name of a trustee may be voted by the trustee, either in person
or by proxy, but no trustee shall be entitled to vote shares so held without a
transfer of such shares into the name of the trustee.
Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof if authority to do so is contained in an
appropriate order of the court by which such receiver was appointed.
- 4 -
<PAGE>
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Neither treasury shares nor, absent special circumstances, shares held by
another corporation if a majority of the shares entitled to vote for the
election of directors of such other corporation is held by the corporation,
shall be voted at any meeting or counted in determining the total number of
outstanding shares at any given time.
Section 12. VOTING BY BALLOT. Voting by shareholders on any question or
in any election may be viva voce unless the presiding officer shall order or
any shareholder shall demand that voting be by ballot.
ARTICLE III. BOARD OF DIRECTORS
Section 1. GENERAL POWERS. The business and affairs of the corporation
shall be managed by its Board of Directors.
Section 2. NUMBER, TENURE AND QUALIFICATIONS; NOMINATIONS. Within the
limits set forth in Article IV of the Articles of Incorporation, the number of
directors of the corporation shall be as fixed from time to time by resolution
of the Board of Directors. The directors shall be divided into classes, and
hold office for the terms as provided in Article IV of the Articles of
Incorporation. Directors need not be residents of the State of Iowa or
shareholders of the corporation.
Nominations of persons for election as directors may be made by the Board
of Directors or by any shareholder entitled to vote for the election of
directors. Any shareholder entitled to vote for the election of directors may
nominate a person or persons for election as director only if written notice of
such shareholder's intent is delivered to the Secretary of the corporation at
the principal executive office of the corporation (i) with respect to an
election to be held at an annual meeting of shareholders, not later than 90
days prior to the first anniversary of the preceding year's annual meeting, or
as set out below, and (ii) with respect to an election to be held at a special
meeting of shareholders for the election of directors, not later than 10 days
following the date on which public announcement (as defined in Article II,
Section 1 of these Bylaws) of the date of such meeting is first made. In the
event that the date of the annual meeting is advanced by more than 30 days or
delayed by more than 60 days from the anniversary date of the annual meeting,
notice by the shareholder must be delivered not less than 90 days prior to such
annual meeting or the 10th day following the day on which public announcement
of the date of such meeting is first made. Notwithstanding anything in the
foregoing sentence to the contrary, in the event that the number of directors
to be elected to the Board of Directors of the corporation is increased and
there is no public announcement naming all of the nominees for director or
specifying the size of the increased Board of Directors made by the corporation
at least 100 days prior to the first anniversary of the preceding year's annual
meeting, a shareholder's notice required by this Section shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary of the
corporation not later than the close of business on the 10th day following the
day on which such public announcement is first made.
- 5 -
<PAGE>
Such shareholder's notice shall set forth: (a) the name and address of the
shareholder who intends to make the nomination and the name, address, age, and
principal occupation or employment of the person or persons to be nominated;
(b) a representation that the shareholder is a holder of record of stock of the
corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (c) the number and class of shares of the corporation which are owned
by such shareholder and the beneficial owner, if any, and the number and class
of shares, if any, beneficially owned by the nominee; (d) a description of all
arrangements or understandings between the shareholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the shareholder; (e) such other
information regarding each nominee that is required to be disclosed in
connection with the solicitation of proxies for the election of directors, or
as otherwise required, in each case pursuant to Regulation 14A under the
Exchange Act (including, without limitation, such person's written consent to
being named in a proxy statement as a nominee and to serving as a director if
nominated). The Chairman of the Board or other person presiding at a meeting
of shareholders may refuse to acknowledge the nomination of any person not made
in accordance with the procedures prescribed by these Bylaws, and in that event
the defective nomination shall be disregarded.
Section 3. REGULAR MEETINGS. A regular meeting of the Board of Directors
shall be held without other notice than this Bylaw immediately after, and at
the same place as, the annual meeting of shareholders. The Board of Directors
may provide, by resolution, the time and place, either within or without the
State of Iowa, for the holding of additional regular meetings without other
notice than such resolution.
Section 4. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of the Chairman of the Board, the Chief
Executive Officer, the Secretary or any two directors. The person or persons
authorized to call special meetings of the Board of Directors may fix any
place, either within or without the State of Iowa, as the place for holding any
special meeting of the Board of Directors called by them.
Section 5. NOTICE. Notice of any special meeting of the Board of
Directors shall be given at least two days previously thereto by written notice
delivered personally or mailed to each director at the director's business
address, or by telephone, cable, telefax, wireless or telegram. If mailed,
such notice shall be deemed to be delivered when deposited in the United States
mail so addressed, with postage thereon prepaid. If notice be given by
telegram such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company. Any director may waive notice of any
meeting. The attendance of a director at a meeting shall constitute a waiver
of notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.
Section 6. QUORUM. A majority of the number of directors fixed pursuant
to Section 2 of this Article III shall constitute a quorum for the transaction
of business at any meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.
- 6 -
<PAGE>
Section 7. MANNER OF ACTING. Except as otherwise specified in these
Bylaws, the act of the majority of the directors present at a meeting at which
a quorum is present shall be the act of the Board of Directors.
Section 8. VACANCIES. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the Board of Directors. A director elected to
fill a vacancy shall be elected for a term which shall expire at the next
election of directors by the shareholders. A director elected by the
shareholders to fill a vacancy shall be elected for the unexpired term of the
director last elected by the shareholders with respect to the position being
filled. Any directorship to be filled by reason of any increase in the number
of directors by not more than thirty percent (30%) of the number of directors
last approved by the shareholders, may be filled by the Board of Directors for
a term of office continuing only until the next election of directors by the
shareholders.
Section 9. COMPENSATION. By resolution of the Board of Directors, those
directors who are not at the time active employees of the corporation may be
paid an annual retainer. All directors may be reimbursed for expenses incurred
in connection with their services. No such payment shall preclude any director
from serving the corporation in any other capacity and receiving compensation
therefor.
Section 10. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
the director's dissent shall be entered in the minutes of the meeting or unless
the director shall file a written dissent to such action with the person acting
as the Secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered or certified mail to the Secretary of the
corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.
Section 11. INFORMAL ACTION BY DIRECTORS. Any action required to be
taken at a meeting of the directors, or any other action which may be taken at
a meeting of the directors, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
directors entitled to vote with respect to the subject matter thereof.
Section 12. EXECUTIVE COMMITTEE. An Executive Committee consisting of
two or more members of the Board of Directors may be designated by the Board of
Directors at the time of the annual meeting or at such other time as the Board
of Directors may determine. The chairman of said committee shall be the person
elected by the Board of Directors to the office of Chairman of the Executive
Committee, and such officer shall be designated a member of said committee. If
an Executive Committee is designated, it shall, during the intervals between
the meetings of the Board of Directors and so far as it lawfully may, possess
and exercise all of the authority of the Board of Directors in the management
of the business of the corporation, in all cases in which specific directions
shall not have been given by the Board of Directors, provided that
notwithstanding the foregoing, the Executive Committee shall not have
authority:
(1) to authorize dividends or other distributions;
- 7 -
<PAGE>
(2) to approve or propose to shareholders actions or proposals required
by the Iowa Business Corporation Act to be approved by shareholders;
(3) to fill vacancies on the Board of Directors or any committee thereof;
(4) to amend the Articles of Incorporation of the corporation;
(5) to adopt, amend or repeal Bylaws;
(6) to approve a plan of merger not requiring shareholder approval;
(7) to authorize or approve the reacquisition of shares unless pursuant
to a general formula or method specified by the Board of Directors;
(8) to authorize or approve the issuance or sale of, or any contract for
sale of shares, or determine the designation and relative rights,
preferences and limitations of a class or series of shares; except
that the Board of Directors may authorize a committee or senior
officer to do so within limits specifically prescribed by the Board
of Directors; or
(9) to remove the Chairman of the Board, Chairman of the Executive
Committee, Chief Executive Officer or the President, or to appoint
any person to fill a vacancy in any such office.
Section 13. FINANCE COMMITTEE. A Finance Committee consisting of two or
more members of the Board of Directors may be designated by the Board of
Directors at the time of the annual meeting or at such time as the Board of
Directors may determine. If a Finance Committee is designated, said
committee's duties shall be to:
(1) review corporate financial policies and procedures and make
recommendations to the Board of Directors or the Executive Committee
in regard thereto;
(2) provide financial advice and counsel to management;
(3) formulate dividend policy and make recommendations to the Board of
Directors in regard thereto;
(4) make provisions for the appointment of depositories of funds of the
corporation and the specification of conditions of deposit and
withdrawal of said funds;
(5) review specific corporate financing plans and advise the Board of
Directors or Executive Committee in regard thereto;
(6) supervise corporate investment portfolios;
(7) give consideration and approval or disapproval of capital expenditure
requests by management within limits established by the Board of
Directors;
(8) review annual capital and operating budgets and advise the Board of
Directors or Executive Committee regarding the financial implications
thereof;
- 8 -
<PAGE>
(9) monitor the corporation's financial condition and standing in the
financial and investment communities;
(10) review and make recommendations to the Board of Directors concerning
acquisitions and dispositions;
(11) monitor the risk management activities of the corporation; and
(12) consider any other matters concerning the corporation's financial
structure, condition, financing plans and policies and make
recommendations to the Board of Directors on such matters.
Section 14. COMPENSATION/NOMINATING COMMITTEE. A Compensation/Nominating
Committee consisting of two or more members of the Board of Directors who are
non-employee directors as defined in Rule 16b-3(b)(3)(i) under the Exchange Act
and outside directors as defined in regulations under Section 162(m) of the
Internal Revenue Code may be designated by the Board of Directors at the time
of the annual meeting, or at such other time as the Board of Directors may
determine. If a Compensation/Nominating Committee is designated, said
committee's duties shall be to:
(1) review and approve changes in corporate officers' compensation;
(2) review and make recommendations to the Board of Directors on
directors' compensation;
(3) review the corporation's salary administration programs and make
changes therein as may be required;
(4) approve prior to adoption any management incentive, bonus or stock
plans, all agreements related thereto, and administer and supervise
such plans as the language thereof may require;
(5) review and make recommendations to the Board of Directors on director
stock plans and all agreements related thereto;
(6) review all employee benefit plans, including the levels and types of
benefits provided thereunder and propose amendments thereto for
approval by the Board of Directors;
(7) recommend to the Board of Directors the appointment of such
management personnel or committees as it deems desirable for the
administration, detailed study, or recommendation of possible changes
in employee benefit plans;
(8) act as a nominating committee to propose and recommend to the
Board of Directors nominees for election or appointment as directors;
and
(9) engage in such additional review and assessment as it may deem
necessary or appropriate to perform the foregoing duties.
Section 15. AUDIT COMMITTEE. An Audit Committee consisting of two or
more members of the Board of Directors who are independent of management within
the meaning of the policy statement on audit committees issued by the New York
- 9 -
<PAGE>
Stock Exchange shall be designated by the Board of Directors at the time of the
annual meeting, or at such other time as the board may determine. The duties
of said committee shall be to:
(1) review and recommend annually to the Board of Directors the
engagement of independent public accountants to audit the books and
records of the corporation and its subsidiaries;
(2) meet prior to the start of any audit by the outside audit firm and
review the scope of the audit to be performed;
(3) meet prior to the publication of the annual report and review results
of the audit by the outside audit firm for the year;
(4) meet with and determine the responsibilities and scope of the
internal audit department and review internal audit reports;
(5) review the corporation's accounting principles and policies and
internal accounting controls;
(6) review the effect of changes in accounting principles or of other
developments emanating from the profession, its standard board or
any governmental authority;
(7) carry on such other activities so as to give additional assurance
regarding the financial information used by the Board of Directors
in making decisions;
(8) carry on such other activities so as to give additional assurance
regarding the financial information distributed to outsiders; and
(9) review the standards and policies of proper business conduct and
practices for the corporation and its employees and monitor the
implementation of, and the compliance with the standards and
policies.
Section 16. PENSION COMMITTEE. A Pension Committee consisting of two or
more members of the Board of Directors may be designated by the Board of
Directors at the time of the annual meeting or at such time as the Board of
Directors may determine. If a Pension Committee is designated, said
committee's duties shall be to:
(1) review the corporation's pension plans and propose amendments thereto
for approval by the Board of Directors;
(2) review the levels and types of benefits provided under the
corporation's pension plans and other features thereof, including
eligibility, vesting and the form of payment of benefits;
(3) recommend to the Board of Directors investment policy and objectives
for all employee pension funds, review the investment performance of
such funds and recommend revision of the policy and objectives as may
be required;
(4) recommend to the Board of Directors the funding policies for all
employee pension funds;
- 10 -
<PAGE>
(5) recommend to the Board of Directors the appointment of such
management personnel or committees as it deems desirable for the
administration, detailed study, or recommendation of possible changes
in the corporation's pension plans; and
(6) engage in such additional review and assessment as it may deem
necessary or appropriate to perform the foregoing duties.
Section 17. LEGAL AFFAIRS COMMITTEE. A Legal Affairs Committee consisting
of two or more members of the Board of Directors may be designated by the Board
of Directors at the time of the annual meeting, or such other time as the board
may determine. If a Legal Affairs Committee is designated, said committee's
duties shall be to:
(1) review the structure, functions and personnel of the corporation's
internal legal staff;
(2) review the procedures established for the engagement of outside
counsel and the monitoring of their activities;
(3) meet with the general counsel of the corporation, and outside counsel
engaged by the corporation, to review all significant threatened,
pending and settled litigation involving the corporation; including
the impact, or potential impact, of such matters upon the policies,
planning, operations or finances of the corporation;
(4) receive reports from the general counsel and outside counsel, as to
changes in the law which have or could have an effect upon the
corporation or its policies, planning, operations or finances, and
assist in the development of strategies in response thereto; and
(5) inquire into the existence, and encourage the development, of
practices and procedures, including legal audits, which could benefit
the corporation in avoiding litigation or other legal problems.
Section 18. COMMITTEE PROCEDURES. The chairman of each committee, other
than the Executive Committee, shall be selected by the Board of Directors or by
the Executive Committee. In the absence of the chairman of any committee, a
temporary chairman may be appointed from among the members of the committee.
Each committee shall keep minutes of the proceedings of its meetings which
shall be submitted to the Board of Directors at the next meeting of the Board
of Directors. A majority of members of any committee shall constitute a quorum
for the transaction of business. Meetings of any committee shall be called
upon the request of any member of the committee or the Chairman of the Board,
Chief Executive Officer or the Secretary, and notice of such meetings shall in
each instance be given to each member of the committee at least twenty-four
hours before the meeting either orally or in writing. Expenses of attendance,
if any, shall be paid for attendance at each meeting of any committee. Each
director serving on a committee shall hold such office until the annual meeting
held next after such director's designation, or until such director's successor
shall have been designated.
- 11 -
<PAGE>
ARTICLE IV. OFFICERS
Section 1. NUMBER. The officers of the corporation shall be a Chairman
of the Board, a Chief Executive Officer, a President (who, unless otherwise
determined by the Board, shall be the Chief Operating Officer of the
corporation), one or more Group Presidents, one or more Executive Vice
Presidents, one or more Senior Vice Presidents or one or more Vice Presidents
(the number thereof to be determined by the Board of Directors), a Secretary, a
Treasurer, and a Controller, and such other officers as the Board of Directors
may from time to time designate by resolution, each of whom shall be elected by
the Board of Directors. Any two or more offices may be held by the same
person. In its discretion, the Board of Directors may delegate the powers or
duties of any officer to any other officer or agents, notwithstanding any
provision of these Bylaws, and the Board of Directors may leave unfilled for
any such period as it may fix, any office except those of Chairman of the
Board, Chief Executive Officer, President (unless the duties of President are
performed by the Chief Executive Officer), Vice President-Finance and
Secretary.
Section 2. ELECTION AND TERM OF OFFICE. The officers of the corporation
to be elected by the Board of Directors shall be elected annually by the Board
of Directors at the meeting of the Board of Directors held after each annual
meeting of the shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as conveniently
may be. Each officer shall hold office until such officer's successor shall
have been duly elected or until death or until such officer shall resign or
shall have been removed in the manner hereinafter provided.
Section 3. REMOVAL. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the corporation would be served thereby, but
such removal shall be without prejudice to the contract rights, if any, of the
person so removed. Any officer or agent elected by the Board of Directors
except the Chairman of the Board, Chairman of the Executive Committee, Chief
Executive Officer and President, may be removed by the Executive Committee.
Any officer or agent elected by the Board of Directors except the Chairman of
the Board and the Chairman of the Executive Committee may be removed by the
Chief Executive Officer.
Section 4. VACANCIES. A vacancy in the office of Chairman of the Board,
Chairman of the Executive Committee, Chief Executive Officer or President
because of death, resignation, removal, disqualification or otherwise, may be
filled only by the Board of Directors for the unexpired portion of the term. A
vacancy in any other office may be filled by the Executive Committee or the
Chief Executive Officer.
Section 5. CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside
at all meetings of the shareholders and of the Board of Directors and shall be
a member of the Executive Committee. The Chairman of the Board shall perform
such other duties as may be prescribed by the Board of Directors from time to
time and shall have the general powers and duties usually vested in the
Chairman of the Board.
Section 6. CHAIRMAN OF THE EXECUTIVE COMMITTEE. The Chairman of the
Executive Committee shall be a member of that committee and preside at all of
its meetings, and in the absence of the Chairman of the Board, shall preside at
- 12 -
<PAGE>
all meetings of the shareholders and the Board of Directors. The Chairman of
the Executive Committee shall perform such other duties as may be prescribed by
the Board of Directors from time to time.
Section 7. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall be
the principal executive officer of the corporation and, in general shall,
subject to the authority of the Board of Directors, supervise and control all
of the business, policies and affairs of the corporation and all other officers
of the corporation except for the Chairman of the Board and the Chairman of the
Executive Committee. The Chief Executive Officer shall have the general powers
and duties usually vested in the principal executive officer of a corporation,
unless the Board of Directors shall elect another person as President and shall
delegate some or all of such powers and duties to the President. The Chief
Executive Officer shall perform such other duties as may be prescribed by the
Board of Directors from time to time.
Section 8. PRESIDENT. The President shall be the Chief Operating Officer
of the corporation (unless otherwise determined by the Board of Directors). As
the Chief Operating Officer, the President shall have the management of and
exercise general supervision over the corporation's operating groups and all
its Group Presidents, subject to the control and supervision of the Chief
Executive Officer. The President shall have such other powers and perform such
other duties as may be prescribed by the Board of Directors or the Chief
Executive Officer from time to time.
Section 9. GROUP PRESIDENTS. Each Group President, within the
limitations placed by the policies adopted by the Board of Directors or the
Chief Executive Officer, shall be a corporate officer and shall be the Chief
Operating Officer of the operating group assigned and shall in general
supervise and control such business and affairs of the group and operations
assigned thereto and perform such other duties as may be prescribed from time
to time by the Board of Directors or the Chief Executive Officer.
Section 10. EXECUTIVE VICE PRESIDENTS, SENIOR VICE PRESIDENTS AND VICE
PRESIDENTS. Each corporate Executive Vice President, Senior Vice President or
Vice President shall perform such duties as may be assigned by the Board of
Directors or the Chief Executive Officer. An Executive Vice President, Senior
Vice President or Vice President may be assigned the operating authority for
managing one or more operating units or service operations of the corporation
as established by the Board of Directors. Upon assignment by the Board of
Directors of operating authority for an operation or service unit, such
Executive Vice President, Senior Vice President or Vice President shall in
general supervise and control all of the business and affairs of such operation
or service unit, subject only to such supervision and direction as the Board of
Directors or the Chief Executive Officer may provide. Each Executive Vice
President, Senior Vice President and Vice President shall be authorized to sign
contracts and other documents related to the corporation or to the operations
under such officer's supervision and control.
Section 11. VICE PRESIDENT-FINANCE. The Vice President-Finance shall be
the principal and chief accounting and principal and chief finance officer of
the corporation. In that capacity, the Vice President-Finance shall keep and
maintain, or cause to be kept and maintained accurate, correct books and
records of accounts of the properties and business transactions of the
corporation, including accounts of the assets, liabilities, receipts,
disbursements, gains, losses, capital, retained earnings, and shares. The Vice
- 13 -
<PAGE>
President-Finance shall deposit all monies and other valuables in the name and
to the credit of the corporation with such depositories as may be designated by
the Board of Directors or by the Finance Committee appointed by the Board of
Directors. The Vice President-Finance shall disburse the funds of the
corporation as may be ordered by the Board of Directors, shall render to the
Chairman of the Board, the Chief Executive Officer, the President and the Board
of Directors, upon their request, an account of the financial condition of the
corporation, and shall have such other powers and perform such other duties as
may be prescribed from time to time by the Board of Directors or the Chief
Executive Officer.
Section 12. THE SECRETARY. The Secretary shall: (a) prepare and keep
the minutes of the meetings of the shareholders, the Board of Directors, and
committees of the Board of Directors in one or more books provided for that
purpose; (b) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c) be custodian of the
corporate records and of the seal of the corporation and see that the seal of
the corporation is affixed to all documents the execution of which on behalf of
the corporation under its seal is duly authorized; (d) keep a register of the
post office address of each shareholder which shall be furnished to the
Secretary by such shareholder, unless such register is maintained by the
transfer agent or registrar of the corporation; (e) authenticate the records of
the corporation; (f) have general charge of the stock transfer books of the
corporation; and (g) in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned by the
Board of Directors or the Chief Executive Officer.
Section 13. THE TREASURER. Subject to the supervision of the Vice
President-Finance, the Treasurer shall: (a) have charge and custody of and be
responsible for all funds and securities of the corporation; receive and give
receipts for monies due and payable to the corporation from any source
whatsoever, and deposit all such monies in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with the provisions of Article VI of these Bylaws; (b) be responsible for
filing all required tax returns, and (c) in general perform all of the duties
incident to the office of treasurer and such other duties as from time to time
may be assigned by the Board of Directors, the Chief Executive Officer or the
Vice President-Finance.
Section 14. THE CONTROLLER. The Controller shall maintain adequate
records showing the financial condition of the corporation and the results of
its operations by established accounting periods, and see that adequate audits
thereof are regularly and currently made. The Controller shall perform such
other duties as from time to time may be assigned by the Board of Directors,
the Chief Executive Officer or the Vice President-Finance.
Section 15. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The
Assistant Secretaries, when authorized by the Board of Directors, may sign with
the Chairman of the Board, the Chief Executive Officer, the President or a Vice
President certificates for shares of the corporation, the issuance of which
shall have been authorized by a resolution of the Board of Directors. The
Assistant Secretaries, in general, shall perform such duties as shall be
assigned to them by the Secretary, the Chief Executive Officer or the Board of
Directors. The Assistant Treasurers, in general, shall perform such duties as
shall be assigned to them by the Treasurer, the Chief Executive Officer, the
Board of Directors or the Vice President-Finance.
- 14 -
<PAGE>
Section 16. OTHER ASSISTANT AND ACTING OFFICERS. The Board of Directors
or the Chief Executive Officer shall have the power to appoint any person to
act as assistant to any officer, or to perform the duties of such officer
whenever for any reason it is impracticable for such officer to act personally,
and such assistant or acting officer so appointed by the Board of Directors or
the Chief Executive Officer shall have the power to perform all the duties of
the office to which the person is so appointed to be assistant, or as to which
the person is so appointed to act, except as such power may be otherwise
defined or restricted by the Board of Directors.
Section 17. SALARIES. The salaries of the officers shall be fixed from
time to time by the Compensation/Nominating Committee of the Board of Directors
and no officer shall be prevented from receiving such salary by reason of also
being a director of the corporation.
ARTICLE V. GROUPS AND STAFF
Section 1. ESTABLISHMENT OF GROUPS. The Board of Directors or the Chief
Executive Officer may cause the business to be divided into one or more groups,
based upon product manufactured, geographical territory, character and type of
operations, or upon such other basis as the Board of Directors or the Chief
Executive Officer may from time to time determine to be advisable. The groups
shall operate under the authority and direction of a Group President and may
operate under trade names approved for such purpose as may be authorized by the
Board of Directors or the Chief Executive Officer.
Section 2. GROUP OFFICERS. The Group President of a group may appoint
any number of group officers (who shall not, by virtue of such appointment, be
corporate officers), and may remove any such group officer. Such officers
shall have such authority as may from time to time be assigned by the Group
President.
Section 3. STAFF OFFICERS. The Chief Executive Officer may appoint any
number of staff officers (who shall not, by virtue of such appointment, be
corporate officers), and may remove any such staff officer as the Chief
Executive Officer may deem appropriate from time to time. Such officers shall
have such authority as may from time to time be assigned by the Chief Executive
Officer.
ARTICLE VI. CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. CONTRACTS. The Chairman of the Board, the Chairman of the
Executive Committee, the Chief Executive Officer or the President may at any
time execute and deliver any deeds, mortgages or bonds which the Board of
Directors has authorized to be executed and delivered and may at any time
execute and deliver any lease, bid, application, note, guarantee, consent,
election, notice or other contract, document or instrument as may be required
in the ordinary course and scope of the business of the corporation or as may
be specifically authorized by the Board of Directors. The Chairman of the
Board, the Chairman of the Executive Committee, the Chief Executive Officer or
the President may in writing delegate the foregoing authority, and may delegate
authority to redelegate such authority, to any other officer or officers, agent
or agents, or other persons and the authority so delegated may be general or
- 15 -
<PAGE>
confined to specific instances. The Board of Directors may authorize any other
officer or officers, agent or agents or other persons to execute and deliver
any other contracts, documents or instruments and such authority may be general
or confined to specific instances.
Section 2. LOANS. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
Section 3. EVIDENCES OF INDEBTEDNESS. All checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness issued in
the name of the corporation, shall be signed by such officer or officers, agent
or agents of the corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
Section 4. DEPOSITS. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositories as the Board of Directors or the
Finance Committee, or committees or officers to whom the Board of Directors or
the Finance Committee have delegated such authority may select.
ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. CERTIFICATES FOR SHARES. Certificates for shares of capital
stock of the corporation shall be in such form as shall be determined by the
Board of Directors. They shall be issued in consecutive order and shall be
numbered in the order of their issue and shall be signed by the Chairman of the
Board, the Chief Executive Officer, the President or a Vice President and by
the Secretary or an Assistant Secretary, provided, however, that if any stock
certificate is countersigned by a transfer agent, other than the corporation or
its employee, or by a registrar, other than the corporation or its employee,
any other signature, including that of any such officer, on such certificate
may be a facsimile, engraved, stamped or printed. In case any officer or agent
who has signed or whose facsimile signature shall be used on any stock
certificate shall cease to be such officer or agent of the corporation because
of death, resignation or otherwise before such stock certificate shall have
been delivered by the corporation, such stock certificate may nevertheless be
issued and delivered as though the person or agent who signed the certificate
or whose facsimile signature shall have been used thereon had not ceased to be
such officer or agent of the corporation.
Section 2. TRANSFER OF SHARES. Upon surrender to the corporation or its
transfer agent of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction on its books.
Section 3. RESTRICTIONS ON OWNERSHIP, TRANSFER AND VOTING. So long as
the corporation or any of its subsidiaries is subject to any law of the United
States or any state therein which restricts ownership or voting of capital
stock by Aliens (as defined herein), not more than one-fifth of the shares
outstanding shall be owned of record or voted by or for the account of Aliens
- 16 -
<PAGE>
or their representatives or affiliates. The Board of Directors may issue share
certificates representing not more than one-fifth of the shares of the stock of
the corporation at any time outstanding in special form which may be owned or
held by Aliens, such certificates to be known as "Foreign Share Certificates"
and to be so marked, but under no circumstances shall the total amount of
voting stock of any class represented by Foreign Share Certificates, plus the
amount of voting stock of that class owned by or for the account of Aliens and
represented by certificates not so marked, exceed one-fifth of the aggregate
number of outstanding shares of such class.
Shares of stock shall be transferable on the books of the corporation by
the holder thereof, in person or by duly authorized attorney, upon the
surrender of the certificate representing the shares to be transferred,
properly endorsed; provided, however, that shares of stock other than shares
represented by Foreign Share Certificates shall be transferable to Aliens or
any person holding for the account thereof only when the aggregate number of
shares of stock owned by or for the account of Aliens will not then be more
than one-fifth of the number of shares of stock outstanding. The Board of
Directors may direct that, before shares of stock shall be transferred on the
books of the corporation, the corporation may require information as to whether
the proposed transferee is an Alien or will hold the stock for the account of
an Alien.
If the stock records of the corporation shall at any time disclose Alien
ownership of one-fifth or more of the voting stock of any class and it shall be
found by the corporation that any certificate for shares marked "Domestic Share
Certificate" is, in fact, held by or for the account of any Alien, the holder
of the shares represented by that certificate shall not be entitled to vote, to
receive dividends or to have any other rights with respect to such shares,
except the right to transfer the shares to a Non-Alien (as defined herein).
If the stock records of the corporation shall at any time disclose Alien
ownership of one-fifth or more of the voting stock of any class and a request
is made by an Alien to have shares registered in its name or for its account,
the corporation shall be under no obligation to effect the transfer or to issue
or reissue any stock certificates to or for the account of the Alien. In
addition, if a proposed transferee of any shares is an Alien, and the transfer
to such Alien would result in Alien ownership of one-fifth or more of the
voting stock of any class, the corporation shall be under no obligation to
effect the transfer or to issue or reissue any stock certificates to or for the
account of the Alien. Further, if it is determined at any time that a transfer
has resulted in Alien ownership of one-fifth or more of the voting stock of any
class, the holder of the shares which resulted in the Alien ownership of one-
fifth or more of the voting stock shall not be entitled to vote, to receive
dividends or have any other rights with respect to such shares, except the
right to transfer those shares to a Non-Alien.
The Board of Directors shall establish rules, regulations and procedures
to assure compliance with and enforcement of this Article VII, Section 3.
The term "Alien" is defined to mean and include the following:
(1) Any person (including an individual, a partnership, a corporation or
an association or any other entity) who is not a United States
citizen or is the representative of or fiduciary for any person who
is not a United States citizen;
- 17 -
<PAGE>
(2) Any foreign government or the representative thereof;
(3) Any corporation any officer of which is an Alien, or of which more
than 25% of its directors are Aliens;
(4) Any corporation or association organized under the laws of any
foreign government;
(5) Any corporation of which more than 20% of its stock is owned
beneficially or of record or may be voted by Aliens, or which by any
other means whatsoever direct or indirect control of the corporation
is held or permitted to be exercised by Aliens;
(6) Any partnership, association or other entity which is owned or
controlled by Aliens;
(7) Any other person, corporation, trust, partnership or association
deemed by the Board of Directors to be an Alien as to the United
States or the corporation (or any subsidiary of the corporation).
No person, holding shares of class B stock (hereinafter such class B stock
is called "class B stock" and such holder thereof is called a "class B holder")
may transfer, and the corporation shall not register the transfer of, such
shares of class B stock, whether by sale, assignment, gift, bequest,
appointment or otherwise, except to a Permitted Transferee of such class B
holder, which term shall have the following meanings:
(i) In the case of a class B holder who is a natural person and the
holder of record and beneficial owner of the shares of class B stock
subject to said proposed transfer, "Permitted Transferee" means (A)
the spouse of such class B holder, (B) a lineal descendant of a
grandparent of such class B holder or a spouse of any such lineal
descendant, (C) the trustee of a trust (including a voting trust) for
the benefit of one or more class B holders, other lineal descendants
of a grandparent of such class B holder, the spouse of such class B
holder the spouses of such other lineal descendants and an
organization contributions to which are deductible for federal
income, estate or gift tax purposes (hereinafter called a "Charitable
Organization"), and for the benefit of no other person, provided that
such trust may grant a general or special power of appointment to
such class B holder, the spouse of such class B holder, any lineal
descendant of such class B holder or the spouse of any such lineal
descendant, and may permit trust assets to be used to pay taxes,
legacies and other obligations of the trust or the estate of such
class B holder payable by reason of the death of such class B holder
and provided that such trust prohibits transfer of shares of class B
stock to persons other than Permitted Transferees, as defined in
clause (ii) below, (D) the estate of such deceased class B holder,
(E) a Charitable Organization established by such class B holder,
such class B holder's spouse, a lineal descendant of a grandparent of
such class B holder or a spouse of any such lineal descendant, and
(F) a corporation all the outstanding capital stock of which is owned
by, or a partnership all the partners of which are, one or more of
such class B holders, other lineal descendants of a grandparent of
such class B holder or a spouse of any such lineal descendant, and
the spouse of such class B holder provided that if any share of
- 18 -
<PAGE>
capital stock of such a corporation (or of any survivor of a merger
or consolidation of such a corporation), or any partnership interest
in such a partnership, is acquired by any person who is not within
such class of persons, all shares of class B stock then held by such
corporation or partnership, as the case may be, shall be deemed,
without further action, to be automatically converted into shares of
common stock, and stock certificates formerly representing such
shares of class B stock shall thereupon and thereafter be deemed to
represent the like number of shares of common stock.
(ii) In the case of a class B holder holding the shares of class B stock
subject to said proposed transfer as trustee pursuant to a trust
other than a trust described in clause (iii) below, "Permitted
Transferee" means (A) the person who established such trust and (B) a
Permitted Transferee of such person determined pursuant to clause (i)
above.
(iii) In the case of a class B holder holding the shares of class B stock
subject to said proposed transfer as trustee pursuant to a trust
which was irrevocable on the record date for the initial distribution
of shares of class B stock ("Record Date"), "Permitted Transferee"
means any person to whom or for whose benefit principal may be
distributed either during or at the end of the term of such trust
whether by power of appointment or otherwise or any "Permitted
Transferee" of such person determined pursuant to clause (i), (ii),
(iv), (v) or (vi) hereof, as the case may be.
(iv) In the case of a class B holder who is the record (but not
beneficial) owner of the shares of class B stock subject to said
proposed transfer as nominee for the person who was the beneficial
owner thereof on the Record Date, "Permitted Transferee" means such
beneficial owner and a Permitted Transferee of such beneficial owner
determined pursuant to clause (i), (ii), (iii), (v) or (vi) hereof,
as the case may be.
(v) In the case of a class B holder which is a partnership and the holder
of record and beneficial owner of the shares of class B stock subject
to said proposed transfer, "Permitted Transferee" means any partner
of such partnership or any "Permitted Transferee" of such partner
determined pursuant to clause (i), (ii), (iii), (iv) or (vi) hereof,
as the case may be.
(vi) In the case of a class B holder which is a corporation (other than a
Charitable Organization described in subclause (E) of clause (i)
above and the holder of record and beneficial owner of the shares of
class B stock subject to said proposed transfer, "Permitted
Transferee" means any stockholder of such corporation receiving
shares of class B stock through a dividend or through a distribution
made upon liquidation of such corporation or any "Permitted
Transferee" of such stockholder determined pursuant to clause (i),
(ii), (iii), (iv) or (v) hereof, as the case may be.
(vii) In the case of a class B holder which is the estate of a deceased
class B holder, or which is the estate of a bankrupt or insolvent
class B holder, and provided such deceased, bankrupt or insolvent
class B holder, as the case may be, was the record and beneficial
- 19 -
<PAGE>
owner of the shares of class B stock subject to said proposed
transfer, "Permitted Transferee" means a Permitted Transferee of such
deceased, bankrupt or insolvent class B holder as determined pursuant
to clause (i), (v) or (vi) above, as the case may be.
Notwithstanding anything to the contrary set forth herein, any class B
holder may pledge such holder's shares of class B stock to a pledgee pursuant
to a bona fide pledge of such shares as collateral security for indebtedness
due to the pledgee, provided that such shares shall not be transferred to or
registered in the name of the pledgee and shall remain subject to the
provisions of this Article VII, Section 3. In the event of foreclosure or
other similar action by the pledgee, such pledged shares of class B stock may
only be transferred to a Permitted Transferee of the pledgor or converted into
shares of common stock, as the pledgee may elect.
For purposes of this Article VII, Section 3:
(i) The relationship of any person that is derived by or through legal
adoption shall be considered a natural one.
(ii) Each joint owner of shares of class B stock shall be considered a
"class B holder" of such shares.
(iii) A minor for whom shares of class B stock are held pursuant to a
Uniform Gifts or Transfers to Minors Act or similar law shall be
considered a "class B holder" of such shares.
(iv) Unless otherwise specified, the term "person" means both natural
persons and legal entities.
(v) The term "grandparent" means an ancestor in any degree born after
January 1, 1876.
Any purported transfer of shares of class B stock not permitted hereunder
shall result, without further action, in the automatic conversion of the
transferee's shares of class B stock into shares of common stock, effective on
the date of such purported transfer. The corporation may, as a condition to
the transfer or the registration of transfer of shares of class B stock to a
purported Permitted Transferee, require the furnishing of such affidavits or
other proof as it deems necessary to establish that such transferee is a
Permitted Transferee.
Shares of class B stock shall be registered in the name(s) of the
beneficial owner(s) thereof (as hereafter defined) and not in "street" or
"nominee" names; provided, however, certificates representing shares of class B
stock issued as a stock dividend on the corporation's then outstanding common
stock may be registered in the same name and manner as the certificates
representing the shares of common stock with respect to which the shares of
class B stock were issued. For the purposes of this Article VII, Section 3,
the term "beneficial owner(s)" of any shares of class B stock shall mean the
person or persons who possess the power to dispose, or to direct the
disposition, of such shares.
The corporation shall note on the certificates representing the shares of
class B stock that there are restrictions on transfer and registration of
transfer imposed by this Article VII, Section 3.
- 20 -
<PAGE>
Section 4. REGISTERED SHAREHOLDERS. The corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder in
fact thereof and, accordingly, shall not be bound to recognize any equitable
claim or other interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Iowa.
Section 5. LOST CERTIFICATES. Upon the making of an affidavit that a
certificate has been lost or destroyed, the Board of Directors may direct that
a new certificate be issued to the person alleging the loss or destruction of
such certificate. When authorizing such issuance of a new certificate, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost or destroyed certificate or
such owner's legal representative to give the corporation a bond in such sums
as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost or
destroyed.
Section 6. STOCK REGULATIONS. The Board of Directors shall have the
power and authority to make all such further rules and regulations not
inconsistent with the statutes of Iowa as they may deem expedient concerning
the issue, transfer and registration of certificates representing shares of the
corporation.
ARTICLE VIII. FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of July
and end on the thirtieth day of June in each year.
ARTICLE IX. DIVIDENDS
The Board of Directors may from time to time declare, and the corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its Articles of Incorporation.
ARTICLE X. SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation
and the state of incorporation and the words, "Corporate Seal."
ARTICLE XI. WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder or director
of the corporation under the provisions of the Articles of Incorporation or
under the provisions of the Iowa Business Corporations Act, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be deemed equivalent to the
giving of such notice.
- 21 -
<PAGE>
ARTICLE XII. INDEMNIFICATION OF DIRECTORS, OFFICERS OR EMPLOYEES
Section 1. RIGHT TO INDEMNIFICATION. Each person who was or is a party
or is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that such person, or a
person of whom such person is the legal representative, is or was a director,
officer or employee of the corporation or is or was serving at the request of
the corporation as director, officer or employee of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, shall be indemnified and held harmless by
the corporation to the fullest extent consistent with the laws of Iowa as the
same now or may hereafter exist (but, in the case of any change, only to the
extent that such change authorizes the corporation to provide broader
indemnification rights than said law permitted the corporation to provide prior
to such change) against all costs, charges, expenses, liabilities and losses
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered
by such person in connection therewith and such indemnification shall continue
as to a person who has ceased to be a director, officer or employee and shall
inure to the benefit of the heirs, executors and administrators of such person;
provided, however, that the right to indemnification conferred in this Section
shall be conditioned upon the corporation being afforded the opportunity to
participate directly on behalf of such person in such proceeding and any
settlement discussions relating thereto. The right to indemnification
conferred in this Section shall be a contract right and shall, except with
respect to an action or proceeding against the corporation by an employee who
is neither a director nor an officer of the corporation, include the right to
be paid by the corporation the expenses incurred in defending any such
proceeding in advance of its final disposition upon receipt by the corporation
of an undertaking, by or on behalf of such director, officer or employee to
repay all amounts so advanced if it shall ultimately be determined that the
director, officer or employee is not entitled to be indemnified under this
Section or otherwise.
Section 2. RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Section I
of this Article is not paid in full by the corporation within thirty days after
a written claim has been received by the corporation, the claimant may at any
time thereafter bring suit against the corporation to recover the unpaid amount
of the claim and, if successful in whole or in part, the claimant shall also be
entitled to be paid the expense of prosecuting such claim. It shall be a
defense to any action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking has been tendered to the
corporation) that the claimant has failed to meet a standard of conduct which
makes it permissible under Iowa law for the corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall
be on the corporation. Neither the failure of the corporation (including its
Board of Directors, independent legal counsel, or its shareholders) to have
made a determination prior to the commencement of such action that
indemnification of the claimant is permissible in the circumstances because
such person has met such standard of conduct, nor an actual determination by
the corporation (including its Board of Directors, independent legal counsel,
or its shareholders) that the claimant has not met such standard of conduct,
nor the termination of any proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall create a
presumption that the claimant has failed to meet the required standard of
conduct.
- 22 -
<PAGE>
Section 3. NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and
the payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Article shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of the Articles of Incorporation, bylaw, agreement, vote of
shareholders or disinterested directors or otherwise.
Section 4. INSURANCE. The corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against such expense,
liability or loss under Iowa law.
Section 5. EXPENSES AS A WITNESS. To the extent that any director,
officer or employee of the corporation is by reason of such position, or a
position with another entity at the request of the corporation, a witness in
any proceeding, such person shall be reimbursed for all costs and expenses
actually and reasonably incurred in connection therewith.
Section 6. EFFECT OF AMENDMENT. Any amendment, repeal or modification of
any provision of this Article by the shareholders or the directors of the
corporation shall not adversely affect any right or protection of a director,
officer or employee of the corporation existing at the time of such amendment,
repeal or modification.
Section 7. SEVERABILITY. In the event any one or more of the provisions
contained in this Article shall, for any reason, be held to be invalid, illegal
or unenforceable, such invalidity, illegality, or unenforceability shall not
affect any other provisions of this Article.
ARTICLE XIII. AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the Board of Directors at any regular or special meeting of the
Board of Directors.
- 23 -
