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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549-1004
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 5, 1995
MOBIL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-7555 13-2850309
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
3225 Gallows Road
Fairfax, Virginia 22037-0001
Telephone: (703) 846-3000
(Address of principal executive offices)
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Item 5. Other Events
The following Exhibit is furnished in accordance with the
provisions of Item 601 of Regulation S-K:
3.(ii) By-Laws, as amended, to December 16, 1994.
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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 hereunto duly authorized.
REGISTRANT MOBIL CORPORATION
By
NAME AND TITLE Gordon G. Garney, Senior Assistant Secretary
DATE January 5, 1995
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EXHIBIT INDEX
EXHIBIT SUBMISSION MEDIA
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3. (ii) By-Laws of Mobil Corporation, Electronic
as amended, to December
16, 1994
MOBIL CORPORATION
By-Laws
(As Amended to December 16, 1994)
Article I
OFFICES
Section 1.
The registered office of the Corporation in the State of Delaware shall
be in the City of Dover, County of Kent, State of Delaware.
The Corporation shall have offices at such other places as the Board of
Directors may from time to time determine.
Article II
STOCKHOLDERS
Section 1. ANNUAL MEETING.
The annual meeting of the stockholders for the election of Directors and
for the transaction of such other business as may properly come before the
meeting shall be held on such date as the Board of Directors shall each
year fix. Each such annual meeting shall be held at such place, within or
without the State of Delaware, and hour as shall be determined by the Board
of Directors. The day, place and hour of each annual meeting shall be
specified in the notice of annual meeting.
The meeting may be adjourned from time to time and place to place until
its business is completed.
At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be
properly brought before an annual meeting, business must be (a) specified
in the notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors, (b) otherwise properly brought before
the meeting by or at the direction of the Board of Directors, or (c)
otherwise properly brought before the meeting by a stockholder. For
business to be properly brought before an annual meeting by a stockholder,
the stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of
the Corporation, not less than sixty days nor more than ninety days prior
to the meeting; provided, however, that in the event that less than seventy
days' notice or prior public disclosure of the date of the meeting is given
or made to stockholders, notice by the stockholder to be timely must be so
received not later than the close of business on the tenth day following
the date on which such notice of the date of the annual meeting was mailed
or such public disclosure was made. A stockholder's notice to the Secretary
shall set forth as to each matter the stockholder proposes to bring before
the annual meeting (a) a brief description of the business desired to be
brought before the annual meeting, (b) the name and address, as they appear
on the Corporation's books, of the stockholder proposing such business,
(c) the class and number of shares of the Corporation which are
beneficially owned by the stockholder, and (d) any material interest of the
stockholder in such business. Notwithstanding anything in the By-Laws to
the contrary, no business shall be conducted at an annual meeting except in
accordance with the procedures set forth in this Section 1. The presiding
officer of an annual meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the
meeting and in accordance with the provisions of this Section 1, and if he
should so determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.
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Section 2. SPECIAL MEETINGS.
Except as otherwise required by law and subject to the rights of the
holders of any class or series of stock having a preference over the Common
Stock as to dividends or on liquidation, special meetings of the
stockholders may be called only by the Chairman of the Board, the
President, or the Board of Directors pursuant to a resolution approved by a
majority of the entire Board of Directors.
Section 3. STOCKHOLDER ACTION; HOW TAKEN.
Any action required or permitted to be taken by the stockholders of the
Corporation must be effected at a duly called annual or special meeting of
such holders and may not be effected by any consent in writing by such
holders.
Section 4. NOTICE OF MEETING.
Notice of every meeting of the stockholders shall be given in the manner
prescribed by law.
Section 5. QUORUM.
Except as otherwise required by law, the Certificate of Incorporation or
these By-Laws, the holders of shares entitled to cast not less than
one-third of the votes at any meeting of the stockholders, present in
person or by proxy, shall constitute a quorum and the act of the holders of
shares entitled to cast a majority of such votes shall be deemed the act of
the stockholders.
If a quorum shall fail to attend any meeting, the chairman of the meeting
may adjourn the meeting to another place, date or time.
If a notice of any adjourned special meeting of stockholders is sent to
all stockholders entitled to vote thereat, stating that it will be held
with those present constituting a quorum, then, except as otherwise
required by law, those present at such adjourned meeting shall constitute a
quorum and all matters shall be determined by a majority of votes cast at
such meeting.
Section 6. QUALIFICATION OF VOTERS.
The Board of Directors (hereinafter sometimes referred to as the "Board")
may fix a day and hour not more than sixty nor less than ten days prior to
the day of holding any meeting of the stockholders as the time as of which
the stockholders entitled to notice of and to vote at such meeting shall be
determined. Only those persons who were holders of record of voting stock
at such time shall be entitled to notice of and to vote at such meeting.
Section 7. PROCEDURE.
The order of business and all other matters of procedure at every meeting
of the stockholders may be determined by the presiding officer.
The Board shall appoint two or more inspectors of election to serve at
every meeting of the stockholders at which Directors are to be elected.
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Article III
DIRECTORS
Section 1. NUMBER, ELECTION AND TERMS.
Except as otherwise fixed pursuant to the provisions of Article 4 of the
Certificate of Incorporation 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 additional directors under specified
circumstances, the number of Directors shall be fixed from time to time by
the Board of Directors but shall not be less than three. The Directors,
other than those who may be elected by the holders of any class or series
of stock having a preference over the Common Stock as to dividends or upon
liquidation, shall be classified, with respect to the time for which they
severally hold office, into three classes, as nearly equal in number as
possible, as determined by the Board of Directors, one class to hold office
initially for a term expiring at the annual meeting of stockholders to be
held in 1985, another class to hold office initially for a term expiring at
the annual meeting of stockholders to be held in 1986, and another class to
hold office initially for a term expiring at the annual meeting of
stockholders to be held in 1987, with the members of each class to hold
office until their successors are elected and qualified. At each annual
meeting of stockholders, the successors of the class of Directors
whose term expires at that meeting shall be elected to hold office for a
term expiring at the annual meeting of stockholders held in the third year
following the year of their election.
The term "entire Board" as used in these By-Laws means the total number
of Directors which the Corporation would have if there were no vacancies.
Subject to the rights of holders of any class or series of stock having a
preference over the Common Stock as to dividends or upon liquidation,
nominations for the election of Directors may be made by the Board of
Directors or a committee appointed by the Board of Directors or by any
stockholder entitled to vote in the election of Directors generally.
However, any stockholder entitled to vote in the election of Directors
generally may nominate one or more persons for election as Directors at a
meeting only if written notice of such stockholder's intent to make such
nomination or nominations has been given, either by personal delivery or by
United States mail, postage prepaid, to the Secretary of the Corporation
not later than (i) with respect to an election to be held at an annual
meeting of stockholders, ninety days prior to the anniversary date of the
immediately preceding annual meeting, and (ii) with respect to an election
to be held at a special meeting of stockholders for the election of
Directors, the close of business on the tenth day following the date on
which notice of such meeting is first given to stockholders. Each such
notice shall set forth: (a) the name and address of the stockholder who
intends to make the nomination and of the person or persons to be
nominated; (b) a representation that the stockholder 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) a description of all arrangements or
understandings between the stockholder 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 stockholder; (d) such other
information regarding each nominee proposed by such stockholder as would be
required to be included in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange Commission; and (e) the consent of
each nominee to serve as a Director of the Corporation if so elected. The
presiding officer of the meeting may refuse to acknowledge the nomination
of any person not made in compliance with the foregoing procedure.
Section 2. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
Except as otherwise fixed pursuant to the provisions of Article 4 of the
Certificate of Incorporation relating to the rights of the holders of any
class or series of stock having a preference over the Common
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Stock as to dividends or upon liquidation to elect Directors under
specified circumstances, newly created directorships resulting from any
increase in the number of Directors and any vacancies on the Board of
Directors resulting from death, resignation, disqualification, removal or
other cause shall be filled solely by the affirmative vote of a majority of
the remaining Directors then in office, even though less than a quorum of
the Board of Directors. Any Director elected in accordance with the
preceding sentence shall hold office for the remainder of 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. No decrease in the number of Directors constituting
the Board of Directors shall shorten the term of any incumbent Director.
Section 3. REMOVAL
Subject to the rights of any class or series of stock having a preference
over the Common Stock as to dividends or upon liquidation to elect
Directors under specified circumstances, any Director may be removed from
office, without cause, only by the affirmative vote of the holders of 80%
of the combined voting power of the then outstanding shares of stock
entitled to vote generally in the election of Directors, voting together as
a single class.
Section 4. REGULAR MEETINGS.
Regular meetings of the Board shall be held at such times and places as
the Board may from time to time determine.
Section 5. SPECIAL MEETINGS.
Special meetings of the Board may be called at any time, at any place and
for any purpose by the Chairman of the Board, the President, the Vice
Chairman of the Executive Committee (if there be such a committee), or by
any officer of the Corporation upon the request of a majority of the entire
Board.
Section 6. NOTICE OF MEETING.
Notice of regular meetings of the Board need not be given.
Notice of every special meeting of the Board shall be given to each
Director at his usual place of business, or at such other address as shall
have been furnished by him for the purpose. Such notice shall be given at
least twenty-four hours before the meeting by telephone or by being
personally delivered, mailed, or telegraphed. Such notice need not include
a statement of the business to be transacted at, or the purpose of, any
such meeting.
Section 7. QUORUM.
Except as may be otherwise provided by law or in these By-Laws, the
presence of one-third of the entire Board shall be necessary and sufficient
to constitute a quorum for the transaction of business at any meeting of
the Board, and the act of a majority of such quorum shall be deemed the act
of the Board.
Less than a quorum may adjourn any meeting of the Board from time to time
without notice.
Section 8. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE.
Members of the Board, or of any committee thereof, may participate in a
meeting of such Board or committee by means of conference telephone or
similar communications equipment by means of which all persons
participating in the meeting can hear each other and such participation
shall constitute presence in person at such meeting.
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Section 9. POWERS.
The business, property and affairs of the Corporation shall be managed by
or under the direction of its Board of Directors, which shall have and may
exercise all the powers of the Corporation to do all such lawful acts and
things as are not by law, or by the Certificate of Incorporation, or by
these By-Laws, directed or required to be exercised or done by the
stockholders.
Section 10. COMPENSATION OF DIRECTORS.
Directors shall receive such compensation for their services as shall be
determined by a majority of the entire Board provided that Directors who
are serving the Corporation as officers or employees and who receive
compensation for their services as such officers or employers shall not
receive any salary or other compensation for their services as Directors.
Section 11. EMERGENCY MANAGEMENT COMMITTEE.
The Board of Directors, by resolution, may provide for an Emergency
Management Committee and appoint members or designate the manner in which
membership of the Committee shall be determined. The emergency powers
granted hereunder shall be operative during any emergency resulting from an
attack on the United States or on a locality in which the Corporation
conducts its business or customarily holds meetings of its Board of
Directors or its stockholders, or during any nuclear or atomic disaster or
during the existence of any catastrophe, or other similar emergency
condition, as a result of which a quorum of the Board of Directors or a
standing committee thereof cannot readily be convened for action. Said
Committee shall have and may exercise all of the powers of the Board of
Directors in the management of the business and affairs of the Corporation.
It shall act only during such period of attack and so long as the number of
Directors able to act shall have been reduced to less than five, and until
a Board of Directors has been elected by the stockholders. Such Committee
shall meet as promptly as possible after the occurrence of the
event herein described which would activate the Committee and at such
subsequent time or times as it may designate until a Board of Directors has
been duly elected. Such Committee shall as the first order of business
elect an Executive Committee from among its members and a chairman thereof,
who shall be the chief executive officer of the Corporation. Such Executive
Committee shall function in the same manner and possess the same powers as
the Executive Committee of the Board of Directors, as provided in Article V
of these By-Laws, and shall have as many members as shall be provided by
resolution of the Board. Such Committees shall make their own rules of
procedure except to the extent otherwise provided by resolution of the
Board. A majority of the members of the Committees able to act shall
constitute a quorum. The physical presence of a member shall not be
required if his vote on an action to be taken can be obtained by available
means of communication. Any vacancy occurring in said Committees caused by
resignation, death or other incapacity may be filled by a majority of the
remaining members of the Emergency Management Committee and any member so
chosen shall serve until a Board of Directors has been duly elected.
Article IV
OFFICERS
Section 1. NUMBER.
The officers of the Corporation shall be appointed or elected by the
Board of Directors. The officers shall be a Chairman of the Board, a
President, such number of Vice Chairmen of the Board as the Board may from
time to time determine, such number of Vice Presidents as the Board may
from time to time determine, a Secretary, a Treasurer and a Controller. The
Chairman of the Board shall be the Chief Executive Officer. The Chairman of
the Board or, in his absence or if such office be vacant, the
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President or, in his absence or if such office be vacant, the Vice Chairman
of the Board who has been designated as Vice Chairman of the Executive
Committee, shall preside at all meetings of the stockholders and of the
Board. Any person may hold two or more offices at the same time. The
Chairman of the Board, the President and the Vice Chairman of the Board
shall be chosen from among the Board of Directors, but the other officers
need not be members of the Board.
Section 2. ADDITIONAL OFFICERS.
The Board may appoint such other officers, agents and employees as it
shall deem appropriate.
Section 3. TERMS OF OFFICE.
All officers, agents and employees of the Corporation shall hold their
respective offices or positions at the pleasure of the Board of Directors
and may be removed at any time by the Board of Directors with or without
cause.
Section 4. DUTIES.
The officers, agents and employees shall perform the duties and exercise
the powers usually incident to the offices or positions held by them
respectively, and/or such other duties and powers as may be assigned to
them from time to time by the Board of Directors or the chief executive
officer.
Article V
EXECUTIVE COMMITTEE
Section 1. ELECTION.
At any meeting of the Board, an Executive Committee, composed of the
Chairman of the Board, the President, the Vice Chairmen of the Board, if
any, and not less than two other members, may be elected by a majority vote
of the entire Board to serve until the Board shall otherwise determine. The
Chairman of the Board shall be the Chairman of the Executive Committee, and
the Vice Chairman of the Board so designated by the Board shall be the Vice
Chairman thereof. Members of the Executive Committee shall be members of
the Board.
Section 2. POWERS.
The Executive Committee shall have and may exercise all of the powers of
the Board of Directors when the Board is not in session, except that it
shall have no power to (a) elect directors or officers; (b) alter, amend or
repeal these By-Laws or any resolution or resolutions of the Board of
Directors relating to the Executive Committee; (c) declare any dividend or
make any other distribution to the stockholders of the Corporation; (d)
appoint any member of the Executive Committee; or (e) take any other action
which legally may be taken only by the Board.
Section 3. RULES.
The Executive Committee shall adopt such rules as it may see fit with
respect to the calling of its meetings, the procedure to be followed
thereat, and its functioning generally.
Section 4. VACANCIES.
Vacancies in the Executive Committee may be filled at any time by a
majority vote of the entire Board.
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Article VI
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
Section 1.
The Corporation shall indemnify to the full extent permitted by, and in
the manner permissible under, the laws of the State of Delaware any person
made, or threatened to be made, a party to an action or proceeding, whether
criminal, civil, administrative or investigative, by reason of the fact
that he, his testator or intestate is or was a director, officer or
employee of the Corporation, or served any other enterprise as a director,
officer or employee at the request of the Corporation.
For purposes of this Section, service "at the request of the Corporation"
shall include, without limitation, (a) service as a director, officer or
employee of a majority-owned subsidiary of the Corporation and (b) service
by a director, officer or employee of the Corporation or a majority-owned
subsidiary of the Corporation (i) as a director or officer of an enterprise
in which the Corporation holds, directly or indirectly, an ownership
interest, (ii) with respect to an employee benefit plan, when such person's
service as a director, officer or employee of the Corporation or a
majority-owned subsidiary of the Corporation imposes duties on, or involves
services by, such person with respect to such plan, and (iii) as a
director, officer or employee of an enterprise other than that referred to
in (i) when such person's service as a director, officer or employee of the
Corporation or a majority-owned subsidiary of the Corporation imposes
duties on, or involves services by, such person with respect to such
enterprise.
Section 2. GENERAL.
The foregoing provisions of this Article VI shall be deemed to be a
contract between the Corporation and each director, officer and employee
referred to in such provisions who serves in such capacity at any time
while this By-Law is in effect, and any repeal or modification thereof
shall not affect any rights or obligations then existing with respect to
any state of facts then or theretofore existing or any action, suit or
proceeding theretofore or thereafter brought based in whole or in part upon
any such state of facts.
The foregoing rights of indemnification shall not be deemed exclusive of
any other rights to which any director, officer or employee may be entitled
apart from the provisions of this Article.
Article VII
SEAL
Section 1.
The Corporate seal shall bear the name of the Corporation, the date 1976
and the words "Corporate Seal, Delaware".
Article VIII
AMENDMENTS
Section 1. AMENDMENT OF BY-LAWS.
Subject to the provisions of the Certificate of Incorporation, these
By-Laws may be altered, amended or repealed at any regular meeting of the
stockholders (or at any special meeting thereof duly called for that
purpose) by a majority vote of the shares represented and entitled to vote
at such meeting; provided that in the notice of such special meeting notice
of such purpose shall be given. Subject to the laws of the State of
Delaware, the Certificate of Incorporation and these By-Laws, the Board of
Directors may by majority vote of those present at any meeting at which a
quorum is present amend these By-Laws, or enact such other By-Laws as in
their judgment may be advisable for the regulation of the conduct of the
affairs of the Corporation.
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