SECURITIES AND EXCHANGE COMMISSION
Washington, DC. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 3, 1997
UNOCAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-8483 95-3825062
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
2141 Rosecrans Avenue, Suite 4000, El Segundo, California 90245
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 726-7600
<PAGE>
Item 5. Other Events
On February 3, 1997, the Board of Directors of Unocal
Corporation, a Delaware corporation (the "Corporation"), amended the
Bylaws of the Corporation to change the notice procedures for
stockholders to present business for consideration at a meeting of
stockholders or to nominate a person for election as a director. The
Bylaws of the Corporation, as amended, are attached as Exhibit 3.1 to
this Form 8-K, and are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
3.1 Bylaws of Unocal Corporation, as amended February 3,
1997, and currently in effect.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: February 7, 1997 UNOCAL CORPORATION
(Registrant)
By: /s/ CHARLES S. MCDOWELL
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Charles S. McDowell,
Vice President and Comptroller
<PAGE> EXHIBIT 3.1
BYLAWS
OF
UNOCAL CORPORATION
a Delaware corporation
ARTICLE I
FISCAL YEAR
Section 1. The fiscal year of Unocal Corporation (hereinafter
called the "Corporation") shall end on the thirty-first (31st) day of
December of each year.
ARTICLE II
OFFICES
Section 1. PRINCIPAL OFFICE. The principal office for the
transaction of business of the Corporation is hereby fixed and located
at 2141 Rosecrans Avenue, Suite 4000, in the City of El Segundo,
County of Los Angeles, State of California. The Board of Directors
(hereinafter sometimes called the "Board") is hereby granted full
power and authority to change said principal office from one location
to another.
ARTICLE III
STOCKHOLDERS
Section 1. ANNUAL MEETINGS. The annual meetings of the
stockholders shall be held at 10:00 o'clock A.M. on the fourth (4th)
Monday in May of each year if not a legal holiday, for the purpose of
electing directors, consideration of reports of the affairs of the
Corporation, and for the transaction of any other business which is
within the powers of the stockholders and properly brought before the
meeting. If the fourth (4th) Monday in May is a legal holiday, the
annual meeting of the stockholders shall be held at 10:00 o'clock A.M.
on the preceding or subsequent Monday as fixed by resolution of the
Board.
Section 2. NOTICE OF MEETINGS. Written notice of each annual or
special meeting of stockholders shall be given to each stockholder
entitled to vote thereat not less than ten (10) nor more than sixty
(60) days before the meeting.
Section 3. PLACE OF MEETINGS. All meetings of stockholders,
whether annual or special, shall be held at the principal office of
the Corporation or at such other place, within or without the State of
Delaware, as the Board may from time to time designate pursuant to
authority hereinafter granted it. In the absence of any such
designation stockholders' meetings shall be held at the principal
office of the Corporation.
Section 4. VOTING RIGHTS. Stockholders entitled to vote at
stockholder meetings shall be entitled to one (1) vote for each full
share. A fraction of a share or a fractional interest in a share
shall not be entitled to any voting rights whatsoever.
Section 5. CONDUCT OF MEETINGS. The decisions of the Chairman
of the Board or officer presiding at all stockholders' meetings shall
govern in all matters relating to the conduct of the meeting.
Section 6. VOTING. Directors shall be divided into three (3)
classes with each director serving a three (3)-year term. At each
annual meeting, all directors of one (1) class shall be elected in
accordance with the provisions of ARTICLE SEVENTH of the Corporation's
Certificate of Incorporation by the holders of shares entitled to vote
in the election. A nomination shall be accepted, and votes cast for a
proposed nominee shall be counted by the inspectors of election, only
if the Secretary of the Corporation has received at least sixty (60)
days prior to the meeting a statement over the signature of the
proposed nominee that such person consents to being a nominee and, if
elected, intends to serve as a director. Such statement shall also
contain the Unocal stock ownership of the proposed nominee,
occupations and business history for the previous five (5) years,
other directorships, names of business entities in which the proposed
nominee owns a ten (10) percent or more equity interest, listing of
any criminal convictions, including federal or state securities
violations, and all other information as would be required to be
disclosed in solicitations of proxies for the election of such nominee
as director pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended.
Section 7. NOTICE OF STOCKHOLDER BUSINESS. At any meeting of
the stockholders, only such business shall be conducted as shall have
been properly brought before the meeting. To be properly brought
before a 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 or
a beneficial owner of the Corporation's stock ("Proponent"). For
business to be properly brought before the meeting by a Proponent,
such business must be a proper matter for stockholder action under the
general corporation law of the state of Delaware, and the Secretary
must have received at least sixty (60) days prior to the meeting
written notice by the Proponent containing (a) a brief description of
each matter desired to be brought before the meeting, (b) the
Proponent's name and address, as they appear on the Corporation's
books, (c) the class and the number of shares of the Corporation which
are beneficially owned by the Proponent and, if the Proponent is a
beneficial owner, proof of beneficial ownership, (d) any material
interest of the Proponent in such business, (e) an indication as to
whether the Proponent intends to solicit or participate in the
solicitation of proxies in favor of such business, and (f) as to each
person whom the Proponent proposes to nominate for election or
reelection as a director, all information relating to such person as
would be required to be disclosed in solicitations of proxies for the
election of such person as a director pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended. Notwithstanding
anything in the Bylaws to the contrary, no business shall be conducted
at a meeting except in accordance with the procedures set forth
herein.
Section 8. QUORUM. The holders of one-third (1/3) of all of the
outstanding shares of the stock of the Corporation entitled to vote at
a meeting of stockholders, present in person or by proxy, shall
constitute a quorum for the transaction of any business at such
meeting.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. POWERS. Subject to the limitations of the
Certificate of Incorporation of the Corporation and of the Delaware
General Corporation Law as to action which shall be authorized or
approved by the stockholders, all corporate powers shall be exercised
by or under the authority of, and the business and affairs of the
Corporation shall be managed by, the Board of Directors.
Section 2. NUMBER. The exact number of directors of the
Corporation, within the limits specified in ARTICLE SEVENTH of the
Corporation's Certificate of Incorporation, shall be twelve (12) until
changed in the manner provided by law.
Section 3. CHAIRMAN AND VICE CHAIRMAN OF THE BOARD. The Board
shall appoint a Chairman, who shall preside at all meetings of the
Board of Directors and shall have such other powers and duties as may
from time to time be assigned by the Board of Directors or prescribed
by the Bylaws. The Board may also appoint a Vice Chairman, who shall
preside at all meetings of the Board of Directors in the absence of
the Chairman and shall have such other powers and duties as may from
time to time be assigned by the Board of Directors or prescribed by
the Bylaws.
Section 4. ANNUAL MEETINGS. Immediately following each annual
meeting of stockholders, the Board shall hold its annual meeting for
the purpose of organization, election of officers and the transaction
of any other business.
Section 5. REGULAR MEETINGS. Regular meetings of the Board
shall be held at the times and on the dates fixed by resolution of the
Board.
Section 6. SPECIAL MEETINGS. Special meetings of the Board for
any purpose or purposes whatsoever may be called by the Chairman of
the Board or the Chief Executive Officer or, in the absence or
inability of either of them, by the President, the Chief Financial
Officer, or by at least two (2) of the directors at the time in
office.
Section 7. NOTICE OF MEETINGS. Notice of annual meetings and of
regular meetings of the Board is hereby dispensed with. Notice of
special meetings must be given at least two (2) days in advance if
given by mail, or at least twenty-four (24) hours in advance if
delivered personally or given by telephone or telegram.
Section 8. PLACE OF MEETINGS. All meetings of the Board,
whether annual, regular or special meetings, shall be held at any
place within or without the State of Delaware which has been
designated from time to time by resolution of the Board or in the
notice of the meeting. In the absence of such designation all
directors' meetings shall be held at the principal office of the
Corporation.
Section 9. QUORUM. A majority of the exact number of directors
specified in Section 2 of ARTICLE IV of the Bylaws shall constitute a
quorum of the Board of Directors for the transaction of business;
provided, however, that vacancies on the Board may be filled by a
majority of the remaining directors, though less than a quorum, or by
a sole remaining director, each such director to hold office until a
successor is elected at an annual or special meeting of the
stockholders.
Section 10. COMPENSATION OF DIRECTORS. Directors and members of
committees appointed by the Board shall receive such compensation, if
any, for their services, and such reimbursement for their expenses, as
may be fixed or determined by resolution of the Board. The Board may,
however, in any such resolution provide that directors who are also
employees of the Corporation or any of its subsidiaries shall not
receive additional compensation for services as a director or member
of a committee appointed by the Board.
Section 11. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES
AND OTHER AGENTS.
(a) RIGHT TO INDEMNIFICATION. Each person who was or is made a
party or is threatened to be made a party to or involved in any
action, suit, or proceeding, whether civil, criminal, administrative,
or investigative ("Proceeding"), by reason of the fact that he or
she, or a person of whom he or she is the legal representative, is or
was a director or officer of the Corporation or is or was serving at
the request of the Corporation as a director, officer, trustee, or
fiduciary, or in a similar capacity (collectively, "Agent") of
another foreign or domestic corporation, limited liability company,
partnership, joint venture, trust, or any other enterprise or entity
whatsoever, including without limitation employee benefit plans
(collectively, "Affiliate"), whether the basis of such Proceeding is
alleged action in an official capacity, or in any other capacity
while serving as a director or officer of the Corporation or as an
Agent of an Affiliate, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but,
in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader indemnification
rights than said law permitted the Corporation to provide prior to
such amendment), against all expense, liability, and loss, including
without limitation, attorneys' fees, judgments, fines, ERISA excise
taxes, penalties, amounts paid or to be paid in settlement, and any
other amounts actually incurred or suffered by such person in
connection with any Proceeding; and such indemnification shall
continue as to a person who has ceased to be a director or officer of
the Corporation or Agent of an Affiliate and shall inure to the
benefit of his or her heirs, executors, and administrators; Provided,
However, that, except as provided in paragraph (b) hereof with
respect to Proceedings seeking to enforce rights to indemnification,
the Corporation shall indemnify any such person seeking
indemnification in connection with a Proceeding (or part thereof)
initiated by such person only if such Proceeding (or part thereof)
was authorized by the board of directors of the Corporation. The
right to indemnification conferred in this Section shall be a
contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such Proceeding in
advance of its final disposition; PROVIDED, HOWEVER, that, if the
Delaware General Corporation Law requires, the payment of such
expenses incurred by a director or officer in his or her capacity as
a director or officer (and not in any other capacity in which service
was or is rendered by such person while a director or officer,
including without limitation, service to an employee benefit plan) in
advance of the final disposition of a Proceeding, shall be made only
upon delivery to the Corporation of an undertaking, by or on behalf
of such director or officer, to repay all amounts so advanced if it
shall ultimately be determined that such director or officer is not
entitled to be indemnified under this Section or otherwise. The
Corporation may, to the extent authorized from time to time by its
board of directors, either on a general basis or as to specific
employees or agents, provide indemnification to employees and agents
of the Corporation with similar scope and effect as the foregoing
indemnification of directors and officers.
(b) RIGHT TO BRING SUIT. If a claim under paragraph (a) of
this Section is not paid in full by the Corporation within sixty (60)
days after a written claim has been received by the Corporation,
except in the case of a claim for expenses incurred in a Proceeding
in advance of its final disposition in which case the applicable
period shall be twenty (20) days, the person seeking indemnification
(the "Party to be Indemnified") may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim.
If successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the Party to be Indemnified
shall be entitled to be paid also the expense of prosecuting or
defending such claim. The Corporation's sole defense to an action
seeking indemnification (other than an action brought to enforce a
claim for expenses incurred in defending a Proceeding in advance of
its final disposition where the required undertaking, if any is
required, has been tendered to the Corporation) shall be that the
Party to be Indemnified has not met the standards of conduct which
make it permissible under the Delaware General Corporation Law for
the Corporation to indemnify the Party to be Indemnified for the
amount claimed, and the burden of providing such defense shall be on
the Corporation. Neither the failure of the Corporation (including
its board of directors, its independent legal counsel, or its
stockholders) to have made a determination prior to the commencement
of such action that indemnification of the Party to be Indemnified is
proper in the circumstances because he or she has met the applicable
standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its
board of directors, its independent legal counsel, or its
stockholders) that the Party to be Indemnified has not met such
applicable standard of conduct, shall be a defense to the action or
create a presumption that the Party to be Indemnified has not met the
applicable standard of conduct.
(c) 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 Section shall not
be exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the Certificate of
Incorporation, Bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.
(d) INSURANCE. The Corporation shall maintain in full force and
effect, at its own expense, director and officer liability insurance
("Insurance") coverage for each director and officer in amounts and
scope at least as favorable as that maintained by the Corporation on
September 30, 1996, or, to the extent more favorable, any Insurance
policy entered into or renewed by the Corporation following such date.
Notwithstanding the foregoing, if the Corporation, after using its
best efforts, cannot obtain and purchase such coverage for an amount
no more than what it paid for the most recent expiring Insurance
policy plus a reasonable additional amount, the Corporation shall only
be required to purchase such Insurance coverage for any act or
omission occurring at or prior to the time of such date.
(e) ENFORCEABILITY; AMENDMENT. 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 an Agent, as provided above. 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,
including, without limitation, any right of a director or officer to
Insurance for any act or omission occurring at or prior to the time of
such amendment.
Section 12. AUTHORITY TO DESIGNATE PLACE OF STOCKHOLDERS'
MEETINGS. The Board is hereby granted full power and authority to
designate from time to time any place within or without the State of
Delaware for the holding of any stockholders' meeting.
Section 13. COMMITTEES. The Board may, by resolution, appoint
one (1) or more committees, in addition to an Executive Committee and
a Management Committee, to consist of two (2) or more of the directors
of the Corporation, and prescribe their duties and powers. A majority
of the members of any such committee may determine its action and fix
the time and place of its meetings unless the Board shall otherwise
provide. The Board shall have the power at any time to fill vacancies
in, to change the membership of, or to dissolve any such committee.
Section 14. ACTION BY WRITTEN CONSENT. Any action required or
permitted to be taken by the Board or any committee thereof may be
taken without a meeting, if all members of the Board or such
committee, as the case may be, shall individually or collectively
consent in writing to such action. Such written consent or consents
shall be filed with the minutes of the proceedings of the Board.
Section 15. CONFERENCE CALLS. Members of the Board or any
committee thereof may participate in a meeting through use of
conference telephone or similar communications equipment, so long as
all members participating in such meeting can hear one another.
ARTICLE V
EXECUTIVE COMMITTEE
Section 1. NUMBER AND COMPOSITION. The Board of Directors shall
appoint from its membership, annually, an Executive Committee of three
(3) or more directors. Included on the Executive Committee shall be
the Chief Executive Officer of the Corporation. Each member of the
Executive Committee shall hold membership at the pleasure of the
Board, which shall have the exclusive power to fill vacancies thereon
as they may occur. The Chairman of the Executive Committee shall be
the Chief Executive Officer of the Corporation.
Section 2. POWERS. The Executive Committee, during the
intervals between meetings of the Board, shall have and there is
hereby granted to it all the powers and authority of the Board of
Directors in the management of the business and affairs of the
Corporation, except that the Executive Committee shall not be
permitted to fill vacancies on the Board or on any committee, approve
any action for which stockholder approval is also required by the
Delaware General Corporation Law, amend or repeal any resolution of
the Board which by its express terms is not so amendable or
repealable, or appoint other committees of the Board or the members
thereof and shall not have any powers restricted by Section 141(c) of
the Delaware General Corporation Law unless the Board shall have
specifically delegated authority to the Executive Committee to take
action with respect to a matter listed in such Section as permitted to
be so delegated.
Section 3. PROCEDURE. Two (2) members of the Executive
Committee shall constitute a quorum of the Executive Committee for the
transaction of business. The Executive Committee, by vote of a
majority of its members, shall fix its own times and places of
meetings and shall prescribe its own rules of procedure; no change in
which shall be made save by a majority vote of its members.
Section 4. RECORDS AND REPORTS. The Executive Committee shall
keep regular minutes of all business transacted at its meetings, and
all action of the Executive Committee shall be reported to the Board
at its next ensuing meeting.
Section 5. COMPENSATION. Members of the Executive Committee may
receive such compensation, if any, for their services, and such
reimbursement for their expenses, as may be fixed or determined by the
Board.
ARTICLE VI
MANAGEMENT COMMITTEE
Section 1. NUMBER AND COMPOSITION. The Board of Directors shall
appoint from its membership, annually, a Management Committee composed
of the directors who are salaried officers of the Corporation. The
Chairman of the Management Committee shall be the Chief Executive
Officer of the Corporation.
Section 2. POWERS. The Management Committee, during the
intervals between meetings of the Board, shall have and there is
hereby granted to it all the powers and authority of the Board of
Directors in the management of the business and affairs of the
Corporation, subject to approval limits established by resolution of
the Board of Directors as deemed appropriate from time to time, but
the Management Committee shall not be permitted to fill vacancies on
the Board or on any committee, appoint officers, approve any action
for which stockholder approval is also required by the Delaware
General Corporation Law, amend or repeal any resolution of the Board
or of the Executive Committee, which by its express terms is not so
amendable or repealable, or appoint other committees of the Board or
the members thereof and shall not have any powers restricted by
Section 141(c) of the Delaware General Corporation Law unless the
Board shall have specifically delegated authority to the Management
Committee to take action with respect to a matter listed in such
Section as permitted to be so delegated.
Section 3. PROCEDURE. Two (2) members of the Management
Committee shall constitute a quorum of the Management Committee for
the transaction of business. The Management Committee, by vote of a
majority of its members, shall fix its own times and places of
meetings, and shall prescribe its own rules of procedure; no change in
which shall be made save by a majority vote of its members.
Section 4. RECORDS. The Management Committee shall keep regular
minutes of all business transacted at its meetings.
ARTICLE VII
OFFICERS
Section 1. OFFICERS. The officers of the Corporation shall be a
Chief Executive Officer, a President, a Chief Financial Officer, a
Vice President, a Secretary, a Comptroller, a Treasurer, and a Chief
Legal Officer. The Corporation may also have, at the discretion of
the Board, one (1) or more additional Vice Presidents, one (1) or more
Assistant Secretaries, one (1) or more Assistant Treasurers, and one
(1) or more Assistant Comptrollers, and the Board may appoint such
other officers as it may deem necessary or advisable, who shall have
such authority and perform such duties as from time to time may be
prescribed by the Board, the Chairman of the Board, or the Chief
Executive Officer. Any two (2) or more offices may be held by the
same person.
Section 2. ELECTION AND REMOVAL. The officers of the
Corporation shall be chosen annually by the Board at its annual
meeting and each shall hold office until the corresponding annual
meeting of the Board in the next year and until a successor shall be
elected and qualified unless such officer shall theretofore resign or
shall be removed or otherwise disqualified to serve. The Board may
remove any officer either with or without cause or under such other
terms or conditions as it may prescribe. Vacancies may be filled by
the Board as they may occur.
Section 3. POWERS AND DUTIES.
(a) CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall
be the officer, reporting directly to the Board, responsible for
overall management of the Corporation and shall have general
supervision, direction and control over the business and affairs of
the Corporation and its officers. The Chief Executive Officer shall
be a member of the Executive Committee and of the Management Committee
and in general shall perform all duties incident to the office of
Chief Executive Officer and shall have such powers and duties as may
from time to time be assigned by the Board of Directors or prescribed
by the Bylaws.
(b) PRESIDENT. The President in general shall perform all
duties incident to the office of President, and shall have such powers
and duties as may from time to time be assigned by the Board of
Directors, the Chief Executive Officer or prescribed by the Bylaws.
(c) CHIEF FINANCIAL OFFICER AND VICE PRESIDENTS. The Chief
Financial Officer and each Vice President shall have such authority
and shall perform such duties as shall from time to time be assigned
by the Board, the Chief Executive Officer or prescribed by the Bylaws.
(d) SECRETARY. The Secretary shall keep, or cause to be kept, a
book of minutes, at the principal office and/or such other place or
places as the Board may order, of all meetings of directors and
stockholders, with the time and place of holding, whether regular or
special, and if special how authorized, the notice thereof given, the
names of those present at directors' meetings, the number of shares
present or represented at stockholders'meetings, and the proceedings
thereof.
The Secretary shall keep or cause to be kept at the principal
office, or at the office of the Corporation's transfer agent, a stock
register, which may be an electronic database, showing the names of
the stockholders of record and their addresses, the number and classes
of shares held by each, the numbers and dates of the certificates
issued for those shares, and the numbers and dates of cancellation of
every certificate surrendered for cancellation.
The Secretary shall give or cause to be given notice of all
meetings of the stockholders and the Board required to be given by the
Bylaws or by law. The Secretary shall have charge of and be custodian
of the seal of the Corporation and the minute books and documents
relating to the existence and governance of the Corporation.
The Secretary shall have such other powers and perform such other
duties as may from time to time be prescribed by the Board, the
Chairman of the Board, the Chief Executive Officer or the Bylaws, and
shall in general, subject to control of the Board, the Chairman of the
Board and the Chief Executive Officer, perform all the duties usually
incident to the office of secretary of a corporation.
(e) ASSISTANT SECRETARIES. Each Assistant Secretary shall
assist the Secretary and, in the absence or disability of the
Secretary, may perform the duties of the Secretary unless and until
the contrary is expressed by the Board, and may perform such other
duties as may be prescribed by the Board or the Secretary.
(f) TREASURER. The Treasurer shall have custody of and be
responsible for all the monies and funds of the Corporation. The
Treasurer shall deposit or cause to be deposited all Corporation
monies, funds and other valuables in the name and to the credit of the
Corporation in such bank or banks as shall be judged proper or as
shall be directed by the Board, the Chief Executive Officer, or the
Chief Financial Officer, and shall disburse the funds of the
Corporation which have been duly approved for disbursement. The
Treasurer shall enter or cause to be entered regularly in the books of
the Corporation full and accurate accounts of all monies received and
paid out on account of the Corporation.
The Treasurer shall have such other powers and perform such other
duties as may from time to time be prescribed by the Board, the Chief
Executive Officer, the Chief Financial Officer or the Bylaws, and
shall in general, subject to control of the Board, the Chief Executive
Officer, and the Chief Financial Officer, perform all the duties
usually incident to the office of treasurer of a corporation.
(g) ASSISTANT TREASURERS. Each Assistant Treasurer shall assist
the Treasurer and, in the absence or disability of the Treasurer, may
perform the duties of the Treasurer unless and until the contrary is
expressed by the Board, and shall perform such other duties as may be
prescribed by the Board or the Treasurer.
(h) COMPTROLLER. The Comptroller shall be the principal officer
in charge of the general accounting books, accounting records and
forms of the Corporation and shall see that all monies and obligations
due the Corporation and all properties and assets are properly
accounted for. The Comptroller shall prepare the Corporation's
balance sheets, income accounts and other financial statements and
reports, and render to the Board, the Chief Executive Officer, and the
Chief Financial Officer, such periodic reports covering the results of
operations of the Corporation as may be required by them or any of
them.
The Comptroller shall have such other powers and perform such
other duties as may from time to time be prescribed by the Board, the
Chief Executive Officer, the Chief Financial Officer or the Bylaws and
shall in general, subject to control of the Board, the Chief Executive
Officer, and the Chief Financial Officer, perform all the duties
usually incident to the office of comptroller of a corporation.
(i) ASSISTANT COMPTROLLERS. Each Assistant Comptroller shall
assist the Comptroller and, in the absence or disability of the
Comptroller, may perform the duties of the Comptroller unless and
until the contrary is expressed by the Board, and shall perform such
other duties as may be prescribed by the Board or the Comptroller.
(j) CHIEF LEGAL OFFICER. The Chief Legal Officer shall be in
charge of the Corporation's legal affairs. The Chief Legal Officer
shall advise the Board, the Chairman of the Board and/or the officers
of the Corporation on such legal matters and prepare such reports as
may be required by them or any of them.
ARTICLE VIII
MISCELLANEOUS
Section 1. EXECUTION OF DOCUMENTS. Unless otherwise authorized
or prescribed by the Board of Directors, all contracts, leases, deeds,
deeds of trust, mortgages, bonds, indentures, endorsements,
assignments, powers of attorney, and other documents and instruments
of whatsoever kind shall be executed for and on behalf of the
Corporation by the Chief Executive Officer, the President, the Chief
Financial Officer, a Vice President, the Treasurer, the Comptroller,
or by any such officer and shall be attested by the Secretary or an
Assistant Secretary, who shall have authority to affix the corporate
seal to the same.
The Board also may authorize, and delegate to any one (1) or more
of the Chief Executive Officer, the President and the Chief Financial
Officer the power to so authorize, any other officer or officers,
employee or employees, or agent or agents, to execute any contract,
document or instrument of whatever kind for and on behalf of the
Corporation and such authority may be general or be confined to
specific instances.
Section 2. UNDERTAKINGS AND COMMITMENTS. No undertaking,
commitment, contract, instrument or document shall be binding upon the
Corporation unless previously authorized or subsequently ratified by
the Board or executed by an officer or officers, an employee or
employees or an agent or agents of the Corporation acting under powers
conferred by the Board or by these Bylaws.
Section 3. CHECKS, DRAFTS, ETC. All checks, notes and other
obligations for collection, deposit or transfer, and all checks and
drafts for disbursement from Corporation funds, and all bills of
exchange and promissory notes, and all acceptances, obligations and
other instruments for the payment of money, shall be endorsed or
signed by such officer or officers, employee or employees or agent or
agents as shall be thereunto authorized from time to time by the Board
of Directors, which may delegate the power to so authorize to any one
(1) or more of the Chief Executive Officer, the President and the
Chief Financial Officer.
Section 4. REPRESENTATION OF SHARES OF OTHER CORPORATIONS.
Shares standing in the name of the Corporation may be voted or
represented and all rights incident thereto may be exercised on behalf
of the Corporation by the Chief Executive Officer, the President, the
Chief Financial Officer, a Vice President, the Secretary, the
Treasurer or the Comptroller, or by such other officers upon whom the
Board of Directors may from time to time confer like powers.
ARTICLE IX
AMENDMENTS TO BYLAWS
Section 1. POWER OF STOCKHOLDERS. New Bylaws may be adopted or
these Bylaws may be amended or repealed by the vote of seventy-five
(75) percent of the outstanding stock of the Corporation entitled to
vote thereon.
Section 2. POWER OF DIRECTORS. Subject to the right of
stockholders as provided in Section 1 of this ARTICLE IX to adopt,
amend or repeal Bylaws, Bylaws may be adopted, amended or repealed by
the Board of Directors as provided or permitted by law; however, any
Bylaw amendment adopted by the Board of Directors increasing or
reducing the authorized number of directors or amending this Section
shall require a resolution adopted by the affirmative vote of not less
than seventy-five (75) percent of the directors.
ARTICLE X
EMERGENCY
Section 1. "Emergency" as used in this Article means disorder,
disturbance or damage caused by war, enemy attack, other warlike acts
or by catastrophe, disaster or other similar emergency condition,
which prevents the conduct and management of the affairs and business
of the Corporation by the Board of Directors and officers in the
manner provided for in other Articles of these Bylaws. The powers and
duties conferred and imposed by this Article, and any resolutions
adopted pursuant hereto, shall be effective only during an emergency.
This Article may be implemented from time to time by resolutions
adopted by the Board of Directors before or during an emergency, or
during an emergency by the emergency Board of Directors constituted
and then acting pursuant hereto. An emergency, once commenced, shall
be deemed to continue until terminated by resolutions adopted for that
purpose by the Board of Directors.
Section 2. If, during an emergency, a majority of the Board of
Directors cannot be found or is unable to act, one-third (1/3) of the
exact number of the Board of Directors shall constitute a quorum
thereof.
Section 3. During any emergency, the officers and employees of
the Corporation shall continue, so far as possible, to conduct the
Corporation's affairs and business under the guidance of the Board of
Directors acting pursuant to this Article and in accordance with known
orders of governmental authorities.
Section 4. If, during any emergency, a quorum of the Board of
Directors, as provided in Section 3 of this Article, cannot be found
or is unable to act, any three (3) available members of the Executive
Committee, including the Chief Executive Officer, shall be and
constitute the Board of Directors, with two (2) thereof constituting a
quorum, and as such shall have and exercise the fullest power of the
Board of Directors for the conduct and management of the affairs and
business of the Corporation, permitted by law, without the limitations
set forth in Section 2 of ARTICLE V of these Bylaws, provided that
such emergency Board of Directors as so constituted shall comply to
the extent practicable under the circumstances with the provisions of
ARTICLE III of these Bylaws relating to annual and special meetings of
stockholders. If three (3) members of the Executive Committee,
including the Chief Executive Officer, are not able to serve, any
three (3) available directors shall be and constitute such emergency
Board of Directors, with two (2) thereof constituting a quorum, for
the exercise of the powers conferred and performance of the duties
imposed by this Section 4.
Section 5. If, during any emergency, neither a quorum of the
Board of Directors, as provided in Section 3 of this Article, nor a
quorum of the emergency Board of Directors, as provided for in
Section 4 of this Article is available to serve, then the powers
conferred and duties imposed by Section 4 shall vest in and devolve
upon any three (3) of (in the following order of priority) available
directors, including any one (1) or more of the Chief Executive
Officer, the President and the Chief Financial Officer, and as many
Vice Presidents (or, in case of their inability, any other officers),
in order of seniority, as may be necessary from time to time to
constitute a total of three (3) emergency directors. The Chief
Executive Officer and any other one (1) emergency director shall
constitute a quorum of such emergency Board of Directors for exercise
of the powers conferred and performance of the duties imposed
hereunder, but if the Chief Executive Officer is not available, any
two (2) of such emergency directors shall constitute a quorum.
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