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: November 11, 1996
(Date of earliest event reported)
MINNESOTA MINING AND MANUFACTURING COMPANY
(Exact name of registrant as specified in its charter)
File No. 1-3285
(Commission File Number)
Delaware 41-0417775
(State of incorporation) (I.R.S. Employer
Identification Number)
3M Center 55144-1000
St. Paul, Minnesota (Zip Code)
(Address of principal executive offices)
Registrant's telephone, including area code: (612) 733-1110
Item 5. Other Events.
The Board of Directors of Minnesota Mining and Manufacturing
Company, at its meeting on November 11, 1996, approved and
adopted amendments to the Bylaws of the Company.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS
None.
(b) PRO FORMA FINANCIAL STATEMENTS
None.
(c) EXHIBITS
Attached hereto as Exhibit 3.2 are the Amended ByLaws of the
Registrant.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized on the date indicated.
MINNESOTA MINING AND
MANUFACTURING COMPANY
By: /s/ Janet L. Yeomans
Janet L. Yeomans,
Vice President and
Treasurer
Dated: November 20, 1996
INDEX TO EXHIBITS
3.2 Bylaws of Minnesota Mining and Manufacturing
Company, as Amended as of November 11, 1996.
Exhibit 3.2
MINNESOTA MINING AND MANUFACTURING COMPANY
BYLAWS
As Amended November 11, 1996
---
SEAL
1. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization,
and shall be in such form as may be approved from time to
time by the Board of Directors. Said seal may be used by
causing it or a facsimile thereof to be impressed or affixed
or otherwise reproduced.
MEETINGS OF STOCKHOLDERS
2. All meetings of the stockholders shall be held at
such date, time, and place either within or without the
State of Delaware as may be designated by the Board of
Directors from time to time in the notice of the meeting.
An annual meeting shall be held for the election of
directors, and any other proper business may be transacted
thereat.
3. The holders of a majority of each class of stock
issued and outstanding, and entitled to vote thereat,
present in person, or represented by proxy, shall constitute
a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by law,
by the Restated Certificate of Incorporation, or by these
Bylaws. For purposes of the foregoing, two or more classes
or series of stock shall be considered a single class if the
holders thereof are entitled to vote together as a single
class at the meeting. In the absence of a quorum the
stockholders so present may, by majority vote, adjourn the
meeting from time to time in the manner provided by Section
4 of these Bylaws until a quorum shall attend.
4. Any meeting of stockholders, annual or special,
the Chairman of the meeting, or the holders of a majority of
the voting power of the voting stock of the Corporation
represented in person or by proxy at the meeting, may
adjourn the meeting from time to time, to reconvene at the
same or some other place, whether or not there is a quorum.
Notice need not be given of any such adjourned meeting if
the time and place thereof are announced at the meeting at
which the adjournment is taken. At the adjourned meeting
the Corporation may transact any business which might have
been transacted at the original meeting. If the adjournment
is for more than thirty (30) days, or if after the
adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.
5. At any meeting of the stockholders every
stockholder having the right to vote shall be entitled to
vote in person, or by proxy appointed by an instrument in
writing subscribed by such stockholder and bearing a date
not more than three (3) years prior to said meeting, unless
said instrument provides for a longer period. Unless
otherwise provided in the Restated Certificate of
Incorporation or as otherwise determined by the Board of
Directors pursuant to the powers conferred by the Restated
Certificate of Incorporation, each stockholder shall have
one vote for each share of stock having voting power,
registered in his or her name on the books of the
Corporation.
6. Written notice of the annual meeting which shall
state the place, date, and hour of the meeting shall be
mailed to each stockholder entitled to vote thereat at such
address as appears on the stock book of the Corporation, at
least ten (10) days prior to the meeting. Any previously
scheduled meeting of the stockholders may be postponed, and
(unless the Restated Certificate of Incorporation otherwise
provides) any special meeting of the stockholders holders
may be canceled, by resolution of the Board of Directors
upon public notice given prior to the date previously
scheduled for such meeting of stockholders.
7. A complete list of the stockholders entitled to
vote at each meeting of stockholders, arranged in
alphabetical order, with the record address of each, and the
number of voting shares held by each, shall be prepared by
the Secretary and made available for examination by any
stockholder either at a place within the city where the
meeting is to be held, which place shall be so specified in
the notice of the meeting, or, if not specified, at the
place where the meeting is to be held, at least ten (10)
days before every meeting, and shall at all times, during
the usual hours for business, and during the whole time of
said meeting, continue to be open to the examination of any
stockholder, for any purpose germane to the meeting.
8. Special meetings of the stockholders may be called
for any purpose or purposes by the Chairman of the Board,
and shall be called by the Secretary at the request in
writing of the Chairman of the Board or of a majority of the
Board of Directors. Business transacted at all special
meetings shall be confined to the objects stated in the
notice of the meeting.
9. Written notice of a special meeting of
stockholders, stating the time and place and object thereof,
shall be mailed postage prepaid, at least ten (10) days
before such meeting, to each stockholder entitled to vote
thereat at such address as appears on the books of the
Corporation.
10. The Board of Directors shall appoint three persons
as inspectors of election, to serve for one year or until
their successors are chosen. The inspectors shall act at
meetings of stockholders on elections of Directors and on
all other matters voted upon by ballot.
Any two of the inspectors in the absence of the third
shall have power to act. If at the time of any meeting
inspectors have not been appointed or if none, or only one,
of the inspectors is present and willing to act, the
Chairman of the Board shall appoint the required number of
inspectors so that three inspectors shall be present and
acting.
10A. Notice of Stockholder Business and Nominations.
(a) Annual Meetings of Stockholders.
(1) Nominations of persons for election to the
Board of Directors of the Corporation and the
proposal of business to be considered by the
stockholders may be made at an annual meeting of
stockholders (i) pursuant to the Corporation's
notice of meeting, (ii) by or at the direction of
the Board of Directors or (iii) by any stockholder
of the Corporation who was a stockholder of record
at the time of giving of notice provided for in this
Bylaw, who is entitled to vote at the meeting and
who complies with the notice procedures set forth in
this Bylaw.
(2) For nominations or other business to be
properly brought before an annual meeting by a
stockholder pursuant to clause (iii) of paragraph
(a)(1) of this Bylaw, the stockholder must have
given timely notice thereof in writing to the
Secretary of the Corporation and such other business
must otherwise be a proper matter for stockholder
action.
(3) To be timely, a stockholder's notice shall be
delivered to or mailed and received by the Secretary
at the principal executive offices of the
Corporation not later than the close of business on
the 90th day nor earlier than the close of business
on the 120th day prior to the first anniversary of
the preceding year's annual meeting; provided,
however, that in the event that the date of the
annual meeting is more than 30 days before or more
than 60 days after such anniversary date, notice by
the stockholder to be timely must be so delivered
not earlier than the close of business on the 120th
day prior to such annual meeting and not later than
the close of business on the later of the 90th day
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 by the
Corporation. In no event shall the public
announcement of an adjournment of an annual meeting
commence a new time period for the giving of a
stockholder's notice as described above.
(4) Such stockholder's notice shall set forth:
(i) as to each person whom the stockholder
proposes to nominate for election or reelection
as a director all information relating to such
person that is required to be disclosed in
solicitations of proxies for election of
directors in an election contest, or is
otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"),
and Rule 14a-11 thereunder (including such
person's written consent to being named in the
proxy statement as a nominee and to serving as
a director if elected);
(ii) as to any other business that the
stockholder proposes to bring before the
meeting, a brief description of the business
desired to be brought before the meeting, the
reasons for conducting such business at the
meeting and any material interest in such
business of such stockholder and the beneficial
owner, if any, on whose behalf the proposal is
made; and
(iii) as to the stockholder giving the notice
and the beneficial owner, if any, on whose
behalf the nomination or proposal is made (A)
the name and address of such stockholder, as
they appear on the Corporation's books, and of
such beneficial owner and (B) the class and
number of shares of the Corporation which are
owned beneficially and of record by such
stockholder and such beneficial owner.
(5) Notwithstanding anything in paragraph (a)(3) of
this Bylaw 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 by the Corporation naming
all of the nominees for director or specifying the
size of the increased Board of Directors at least
100 days prior to the first anniversary of the
preceding year's annual meeting, a stockholder's
notice required by this Bylaw 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 or mailed and received by
the Secretary at the principal executive offices 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 by the
Corporation.
(b) Special Meetings of Stockholders. Only such
business shall be conducted at a special meeting of
stockholders as shall have been brought before the
meeting pursuant to the Corporation's notice of meeting.
Nominations of persons for election to the Board of
Directors may be made at a special meeting of
stockholders at which directors are to be elected
pursuant to the Corporation's notice of meeting (A) by or
at the direction of the Board of Directors or (B)
provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any
stockholder of the Corporation who is a stockholder of
record at the time of giving of notice provided for in
this Bylaw, who shall be entitled to vote at the meeting,
and who complies with the notice procedures set forth in
this Bylaw. In the event the Corporation calls a special
meeting of stockholders for the purpose of electing one
or more directors to the Board of Directors, any such
stockholder may nominate a person or persons (as the case
may be), for election to such position(s) as are
specified in the Corporation's notice of meeting, if the
stockholder's notice required by paragraph (a) of this
Bylaw shall be delivered to or mailed and received by the
Secretary at the principal executive offices of the
Corporation not earlier than the close of business on the
120th day prior to such special meeting and not later
than the close of business on the later of the 90th day
prior to such special meeting or the 10th day following
the day on which public announcement is first made of the
date of the special meeting and of the nominees proposed
by the Board of Directors to be elected at such meeting.
In no event shall the public announcement of an
adjournment of a special meeting commence a new time
period for the giving of a stockholder's notice as
described above.
(c) General.
(1) Only such persons who are nominated in
accordance with the procedures set forth in this
Bylaw shall be eligible to serve as directors and
only such business shall be conducted at a meeting
of stockholders as shall have been brought before
the meeting in accordance with the procedures set
forth in this Bylaw. The Chairman of the meeting
shall have the power and duty to determine whether a
nomination or any business proposed to be brought
before the meeting was made or proposed, as the case
may be, in accordance with the procedures set forth
in this Bylaw and, if any proposed nomination or
business is not in compliance with this Bylaw, to
declare that such defective proposal or nomination
shall be disregarded.
(2) For purposes of this Bylaw, "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 Section 13, 14 or 15(d) of the Exchange Act.
(3) Notwithstanding the foregoing, provisions of
this Bylaw, a stockholder shall also comply with all
applicable requirements of the Exchange Act and the
rules and regulations thereunder with respect to the
matters set forth in this Bylaw. Nothing in this
Bylaw shall be deemed to affect any rights (i) of
stockholders to request inclusion of proposals in
the Corporation's proxy statement pursuant to Rule
14a-8 under the Exchange Act or (ii) of the holders
of any series of preferred stock to elect directors
under specified circumstances.
DIRECTORS
11. The business and affairs of the Corporation shall
be managed by or under the direction of the Board of
Directors, except as may be otherwise provided by law or in
the Restated Certificate of Incorporation.
12. Except as otherwise fixed by or pursuant to the
provisions of Article FOURTH of the Restated Certificate of
Incorporation (as it may be duly amended from time to time)
relating to the rights of the holders of any class or series
of stock having a preference over the common stock as to
dividends or upon liquidation to elect, by separate class
vote, additional directors, the number of directors of the
Corporation shall be the number fixed from time to time by
the affirmative vote of a majority of the total number of
directors which the Corporation would have, prior to any
increase or decrease, if there were no vacancies. Until
otherwise fixed by the directors, the number of directors
constituting the entire Board shall be 16. The persons
receiving the votes of plurality in amount of holders of the
shares of capital stock of the Corporation, considered as a
single class, entitled to vote generally in the election of
directors present at the meeting in person or by proxy shall
be directors for the term prescribed by Article TENTH of the
Restated Certificate of Incorporation or until their
successors shall be elected and qualified.
13. Newly created directorships resulting from an
increase in the number of directors of the Corporation and
vacancies occurring in the Board of Directors resulting from
death, resignation, retirement, removal, or any other reason
shall be filled by the affirmative vote of a majority of the
directors, although less than a quorum, then remaining in
office and elected by the holders of the capital stock of
the Corporation entitled to vote generally in the election
of directors or, in the event that there is only one such
director, by such sole remaining director. Any director
elected in accordance with the preceding sentence shall hold
office for the full term of the class of directors in which
the new directorship was created or the vacancy occurred and
until such director's successor shall have been elected and
qualified.
14. In addition to the powers and authorities by these
Bylaws expressly conferred upon them, the Board of Directors
may exercise all such powers of the Corporation and do all
such lawful acts and things as are not by statute or by the
Restated Certificate of Incorporation or by these Bylaws
directed or required to be exercised or done by the
stockholders.
COMMITTEES OF DIRECTORS
15. The Board of Directors may, by resolution or
resolutions passed by a majority of the whole Board,
designate an Executive Committee and one or more committees,
each committee to consist of one (1) or more Directors of
the Corporation, which, to the extent provided in said
resolution or resolutions or in these Bylaws, or unless
otherwise prescribed by statute, shall have and may exercise
the powers of the Board of Directors in the management of
the business and affairs of the Corporation, and may have
power to authorize the seal of the Corporation to be affixed
to all papers which may require it. Such committee or
committees shall have such name or names as may be stated in
these Bylaws or as may be determined from time to time by
resolution adopted by the Board.
16. The committees of the Board of Directors shall
keep regular minutes of their proceedings and report the
same to the Board when required. In the absence or
disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified
from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another member
of the Board to act at the meeting in place of any absent or
disqualified member.
COMPENSATION OF DIRECTORS
17. The compensation of the Directors of the
Corporation shall be fixed by resolution of the Board of
Directors.
MEETINGS OF THE BOARD
18. Regular meetings of the Board of Directors may be
held at such places within or without the State of Delaware
and at such times as the Board may from time to time
determine, and if so determined notice thereof need not be
given.
19. Special meetings of the Board may be held at any
time or place within or without the State of Delaware
whenever called by the Chairman of the Board, if any, or by
any two directors. Reasonable notice thereof shall be given
by the person or persons calling the meeting.
20. Unless otherwise restricted by the Restated
Certificate of Incorporation or these Bylaws, members of the
Board of Directors, or any committee designated by the
Board, may participate in a meeting of the Board or of such
committee, as the case may be, by means of conference
telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each
other, and participation in a meeting pursuant to this Bylaw
shall constitute presence in person at such meeting.
21. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in
the absence of the Chairman of the Board, by a chairman
chosen at the meeting. The Secretary, or in the absence of
the Secretary an Assistant Secretary, shall act as secretary
of the meeting, but in the absence of the Secretary and any
Assistant Secretary, the chairman of the meeting may appoint
any person to act as secretary of the meeting.
22. Unless otherwise restricted by the Restated
Certificate of Incorporation or these Bylaws, any action
required or permitted to be taken at any meeting of the
Board of Directors, or of any committee thereof, may be
taken without a meeting if all members of the Board or of
such committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.
23. At all meetings of the Board of Directors, a
majority of the Directors shall constitute a quorum for the
transaction of business, and the vote of a majority of the
Directors present at any meeting at which there is a quorum,
shall be the act of the Board, except as may be otherwise
specifically provided by statute or by the Restated
Certificate of Incorporation or by these Bylaws. In case at
any meeting of the Board a quorum shall not be present, the
members of the Board present may adjourn the meeting from
time to time until a quorum shall attend.
OFFICERS
24. The officers of the Corporation shall be elected
by the Board of Directors at its annual meeting, or if the
case requires, at any other regular or special meeting; and
shall be a Chairman of the Board of Directors and a
Secretary, and, if it so determines, one or more vice
presidents, a Treasurer, one or more assistant secretaries,
one or more assistant treasurers, and such other officers as
the Board shall deem desirable. The same person may hold
any two offices at the same time.
25. The Board of Directors may appoint such other
officers and agents as it shall deem desirable with such
further designations and titles as it considers desirable,
who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be
determined from time to time by the Board.
26. The compensation of the officers of the
Corporation shall be fixed by or under the direction of the
Board of Directors.
27. Except as otherwise provided in the resolution of
the Board of Directors electing any officer, each officer
shall hold office until the first meeting of the Board after
the annual meeting of stockholders next succeeding his or
her election, and until his or her successor is elected and
qualified or until his or her earlier resignation or
removal. Any officer may resign at any time upon written
notice to the Board or to the Chairman or the Secretary of
the Corporation. Such resignation shall take effect at the
time specified therein, and unless otherwise specified
therein, no acceptance of such resignation shall be
necessary to make it effective. The Board may remove any
officer with or without cause at any time. Any such removal
shall be without prejudice to the contractual rights of such
officer, if any, with the Corporation, but the election of
an officer shall not of itself create contractual rights.
Any vacancy occurring in any office of the Corporation by
death, resignation, removal, or otherwise may be filled for
the unexpired portion of the term by the Board at any
regular or special meeting.
28. The officers of the Corporation shall have such
powers and duties in the management of the Corporation as
shall be stated in these Bylaws or in a resolution of the
Board of Directors which is not inconsistent with these
Bylaws, and, to the extent not so stated, as generally
pertain to their respective offices, subject to the control
of the Board. The Board may require any officer, agent, or
employee to give security for the faithful performance of
his or her duties.
CERTIFICATES OF STOCK
29. The certificates of stock of the Corporation shall
be numbered and shall be entered in the books of the
Corporation as they are issued. They shall exhibit the
holder's name and number of shares and shall be signed by
the Chairman of the Board, or a vice president, and the
Treasurer or an assistant treasurer, or the Secretary or an
assistant secretary. The Board of Directors may adopt the
facsimile signature of any such officer as his or her
signature and give to such facsimile the same force and
effect as though it were written on the certificates of
stock by such officer, and upon appointment of a Transfer
Agent and Registrar any certificate bearing such facsimile
signature when certified and registered by such Transfer
Agent and Registrar shall be deemed duly signed, and unless
and until changed by the Board, certificates in the form so
adopted may be issued and delivered whether the said
officers so signing and to be taken as so signing the same
continue to be such officers or whether because of death,
resignation, or otherwise they, or either of them, cease to
be such officers.
LOST, STOLEN, OR DESTROYED STOCK CERTIFICATE
30. The Corporation may issue a new certificate of
stock in the place of any certificate theretofore issued by
it, alleged to have been lost, stolen, or destroyed, and the
Corporation may require the owner of the lost, stolen, or
destroyed certificate, or such owner's legal representative,
to give the Corporation a bond sufficient to indemnify it
against any claim that may be made against it on account of
the alleged loss, theft, or destruction of any such
certificate or the issuance of such new certificate.
FISCAL YEAR
31. The fiscal year shall begin on the first day of
January in each year.
NOTICES
32. Whenever under the provisions of these Bylaws
notice is required to be given to any Director, officer, or
stockholder, it shall not be construed to mean personal
notice, unless expressly so stated, but such notice may be
given by any means or instrumentality reasonably designed
for such purpose and permitted by law.
33. Whenever notice is required to be given by law or
under any provision of the Restated Certificate of
Incorporation or these Bylaws, a written waiver thereof,
signed by the person entitled to notice, whether before or
after the time stated therein, shall be deemed equivalent to
notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when
the person attends a meeting for the express purpose of
objecting, at the beginning of the meeting, 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 stockholders, directors, or members of a
committee of directors need be specified in any written
waiver of notice unless so required by the Restated
Certificate of Incorporation or these Bylaws.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
34. The Corporation shall indemnify, to the full
extent authorized or permitted by law, any person made or
threatened to be made a party to any action, suit, or
proceeding, whether criminal, civil, administrative, or
investigative, by reason of the fact that such person or
such person's testator or intestate is or was a Director,
officer, or employee of the Corporation or serves or served
at the request of the Corporation any other enterprise as a
Director, officer, or employee.
Expenses incurred by any such person in defending any
such action, suit, or proceeding shall be paid or reimbursed
by the Corporation promptly upon receipt by it of an
undertaking of such person to repay such expenses if it
shall ultimately be determined that such person is not
entitled to be indemnified by the Corporation. The rights
provided to any person by this Bylaw shall be enforceable
against the Corporation by such person who shall be presumed
to have relied upon it in serving or continuing to serve as
a Director, officer, or employee. No amendment of this
Bylaw shall impair the rights of any person arising at any
time with respect to events occurring prior to such
amendment.
For purposes of this Bylaw 34, the term "Corporation"
shall include any predecessor of the Corporation and any
constituent corporation (including any constituent of a
constituent) absorbed by the Corporation in a consolidation
or merger; the term "other enterprise" shall include any
corporation, partnership, joint venture, trust, or employee
benefit plan; service "at the request of the Corporation"
shall include service as a Director, officer, or employee of
the Corporation which imposes duties on, or involves
services by, such Director, officer, or employee with
respect to an employee benefit plan, its participants or
beneficiaries; any excise taxes assessed on a person with
respect to an employee benefit plan shall be deemed to be
indemnifiable expenses; and action by a person with respect
to an employee benefit plan which such person reasonably
believes to be in the interest of the participants and
beneficiaries of such plan shall be deemed to be action not
opposed to the best interest of the Corporation.
35. The indemnification provided by these Bylaws shall
not be deemed exclusive of any other rights to which those
indemnified may be entitled by any Bylaw, agreement, vote of
stockholders or disinterested Directors or otherwise, both
as to action in his or her official capacity and as to
action in another capacity while holding such office, and
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
a person.
36. The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a
Director, officer, employee, or agent of the Corporation, or
is or was serving at the request of the Corporation as a
Director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other
enterprise against any liability asserted against him or her
and incurred by him or her in any such capacity or arising
out of his or her status as such, whether or not the
Corporation would have the power to indemnify him or her
against such liability under the provisions of these Bylaws.
INTERESTED DIRECTORS
37. No contract or transaction between the Corporation
and one or more of its Directors or officers, or between the
Corporation and any other corporation, partnership,
association, or other organization in which one or more of
its Directors or officers are directors or officers, or have
a financial interest, shall be void or voidable solely for
this reason, or solely because the Director or officer is
present at or participates in the meeting of the Board of
Directors or committee thereof which authorizes the contract
or transaction, or solely because his or her or their votes
are counted for such purpose, if: (i) the material facts as
to his or her relationship or interest and as to the
contract or transaction are disclosed or are known to the
Board or the committee, and the Board or committee in good
faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested
Directors, even though the disinterested Directors be less
than a quorum; or (ii) the material facts as to his or her
relationship or interest and as to the contract or
transaction are disclosed or are know to the stockholders
entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the
stockholders; or (iii) the contract or transaction is fair
as to the Corporation as of the time it is authorized,
approved, or ratified by the Board, a committee thereof, or
the stockholders. Common or interested Directors may be
counted in determining the presence of a quorum at a meeting
of the Board or of a committee which authorizes the contract
or transaction.
FORM OF RECORDS
38. Any records maintained by the Corporation in the
regular course of its business, including its stock ledger,
books of account, and minute books, may be kept on, or be in
the form of, punch cards, magnetic tape, photographs,
microphotographs, or any other information storage device,
provided that the records so kept can be converted into
clearly legible form within a reasonable time. The
Corporation shall so convert any records so kept upon the
request of any person entitled to inspect the same.
AMENDMENTS
39. Subject to any limitations imposed by the Restated
Certificate of Incorporation, the Board of Directors shall
have power to adopt, amend, or repeal these Bylaws. Any
Bylaws made by the directors under the powers conferred by
the Restated Certificate of Incorporation may be amended or
repealed by the directors or by the stockholders.
Notwithstanding the foregoing and any other provisions of
the Restated Certificate of Incorporation or these Bylaws
(and notwithstanding that a lesser percentage may be
specified by law), no provisions of these Bylaws shall be
adopted, amended, or repealed by the stockholders without an
affirmative vote of the holders of not less than eighty
percent (80%) of the voting power of all of the outstanding
shares of capital stock of the Corporation entitled to vote
generally in the election of directors, considered for the
purposes of this Bylaw as a single class.
Notwithstanding the foregoing and any other provisions
of the Restated Certificate of Incorporation or these Bylaws
(and notwithstanding that a lesser percentage may be
specified by law), the provisions of this Bylaw 39 and
Bylaws 12 and 13 may not be amended or repealed unless such
action is approved by the affirmative vote of the holders of
not less than eighty percent (80%) of the voting power of
all of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of
directors, considered for purposes of this Bylaw as a single
class.
