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) December 7, 1998
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UNOCAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-8483 95-3825062
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(Commission File Number) (I.R.S. Employer Identification No.)
2141 Rosecrans Avenue, Suite 4000, El Segundo, California 90245
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(Address of Principal Executive Offices) (Zip Code)
(310) 726-7600
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(Registrant's Telephone Number, Including Area Code)
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Item 5. Other Events.
On December 7, 1998, the Bylaws of Unocal Corporation and Union Oil Company of
California were amended to increase the authorized number of directors of each
corporation to 11.
Effective December 7, 1998, there were elected to the board of directors of each
corporation James W. Crownover, who will complete his career as a director of
McKinsey & Company, Inc., at the end of 1998, and Donald B. Rice, president and
chief executive officer of UroGenesys, Inc.
Two of the current directors, Malcolm R. Currie and Charles R. Weaver, are
expected to retire from the board in 1999 when their current terms expire.
Mr. Crownover joined McKinsey & Company in 1968. He has been a leader of the
firm's energy practice through much of his career, focusing on the petroleum,
gas/electric, and service sectors, and covering the firm's development of its
North American, European, and Asian energy positions. Based in Houston, he also
headed McKinsey's Texas practice for many years and was elected to serve on the
firm's board of directors for the past seven years.
Mr. Crownover holds a bachelor of arts and a bachelor of science degree in
chemical engineering from Rice University and an MBA from Stanford University.
Dr. Rice co-founded UroGenesys, a bio-pharmaceutical company focusing on the
treatment of prostate cancer, in 1996. He previously was president and chief
operating officer of Teledyne, Inc.
He served as Secretary of the Air Force in the Bush Administration after a
17-year stint as president and chief executive officer of the RAND Corporation.
He earlier served in the U.S. Defense Department as deputy assistant secretary
for resource analysis and director of cost analysis.
Dr. Rice serves as a director of Wells Fargo & Company and Vulcan Materials
Company, and as non-executive chairman of the board of Scios, Inc. He holds a
B.S. in chemical engineering from the University of Notre Dame and an M.S. in
industrial management and a Ph.D. in economics from Purdue University.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
3 Bylaws of Unocal Corporation, as amended December 7,
1998, and currently in effect.
99 Bylaws of Union Oil Company, as amended December 7,
1998, and currently in effect.
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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.
UNOCAL CORPORATION
(Registrant)
Date: December 21, 1998 By: /s/ JOE D. CECIL
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Joe D. Cecil
Vice President and Comptroller
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EXHIBIT 3
BYLAWS
OF
UNOCAL CORPORATION
a Delaware corporation
(As Amended December 7, 1998)
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 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 subsequent Monday.
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.
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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.
At each annual meeting, all directors of one (1) class shall be elected in
accordance with, and subject to, the provisions of ARTICLE SEVENTH of the
Corporation's Certificate of Incorporation by the holders of shares entitled to
vote in the election.
Section 7. Nominations and Other Stockholder Business. At any meeting
of the stockholders, only such business shall be conducted as shall have been
properly brought before the meeting in accordance with the procedures set forth
herein.
Only such business shall be conducted at an annual meeting of the
stockholders as shall have been properly brought before the meeting (a) pursuant
to the notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors, (b) by or at the direction of the Board of
Directors, or (c) by a stockholder or a beneficial owner of the Corporation's
stock ("Proponent") in compliance with all of the following provisions:
(1) such business must be a proper matter for stockholder action under
the General Corporation Law of the State of Delaware;
(2) the Corporate Secretary must have timely received (as described
below) 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 (if Proponent is a stockholder of record, 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 not a
stockholder of record, proof of beneficial ownership, (d) a description of any
material interest of the Proponent in such business, (e) a statement as to
whether the Proponent intends to deliver a proxy statement and form of proxy to
holders of a sufficient number of shares, in the case of a nomination, to elect
such nominee, and in the case of a proposal of other business, to carry such
proposal (an affirmative statement of such intent, a "Solicitation Notice"), and
(f) as to each person whom the Proponent proposes to nominate for election or
re-election as a director, (i) 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, and (ii) such person's written consent to serve as a
director if elected;
(3) if the Proponent has provided the Corporation with a Solicitation
Notice, the Proponent must have delivered a proxy statement and form of proxy to
holders of a sufficient number of shares, in the case of a nomination, to elect
such nominee, and in the case of a proposal of other business, to carry such
proposal; and
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(4) if the Proponent has not provided the Corporation with a
Solicitation Notice, the Proponent must not have delivered a proxy statement and
a form of proxy to holders of a sufficient number of shares, in the case of a
nomination, to elect such nominee, and in the case of a proposal of other
business, to carry such proposal.
The Corporate Secretary shall be deemed to have timely received a
Proponent's notice under clause (c)(2) of the preceding paragraph if it is
delivered at the Corporation's principal office to the attention of the
Corporate Secretary at least ninety (90) days prior to the annual meeting of
stockholders; provided, however, that if there has been an amendment to the
bylaws since the last annual meeting changing the date of the annual meeting, a
Proponent's notice shall be deemed to have been timely received if it is
delivered not later than the close of business on the later of the ninetieth
(90th) day prior to the annual meeting or the tenth (10th) day following the day
on which public announcement of the date of such meeting is first made; provided
further, however, that if the number of directors to be elected to the Board of
Directors is increased and there is no public announcement naming all of the
nominees for director or specifying the size of the increased board of directors
at least one hundred (100) days prior to the annual meeting, a Proponent's
notice shall be deemed to have been timely received, but only with respect to
nominees for any new positions created by such increase, if it is delivered not
later than the close of business on the tenth (10th) day following the day on
which such public announcement is first made.
Only such business shall be conducted at a special meeting of the
stockholders as shall have been brought before the meeting pursuant to the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board of Directors. Nominations of persons for election to the Board of
Directors may be made at a special meeting of the 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) by a Proponent who
delivers the notice described in clause (c)(2) of the second paragraph of this
Section at the Corporation's principal office to the attention of the Corporate
Secretary not later than the close of business on the later of the ninetieth
(90th) day prior to such special meeting or the tenth (10th) day following the
day on which public announcement is first made of the date of the special
meeting and of the number of directors proposed by the Board of Directors to be
elected at such meeting.
Only persons nominated in accordance with the procedures set forth in
this section 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 section.
The chairman of the meeting shall have the power to determine whether a
nomination or any other business is in compliance with this section, and to
declare that any defective nomination or other business not be presented for
stockholder action at the meeting and be disregarded.
For purposes of this section, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News service, Associated
Press or a comparable national news service or in a document publicly filed by
the Corporation with
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the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of
the Exchange Act.
Notwithstanding the foregoing provisions of this section, a stockholder
shall also comply with all applicable requirements of the Exchange Act and the
rules and regulations thereunder with respect to matters set forth in this
section. Nothing in this section shall be deemed to affect any rights of
stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act.
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
shall be eleven (11) 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
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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
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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
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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 Board 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
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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.
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ARTICLE VI
BOARD MANAGEMENT COMMITTEE
Section 1. Number and Composition. The Board of Directors shall appoint
from its membership, annually, a Board Management Committee composed of the
directors who are salaried officers of the Corporation. The Chairman of the
Board Management Committee shall be the Chief Executive Officer of the
Corporation.
Section 2. Powers. The Board 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 Board Management Committee shall not be permitted to fill vacancies on
the Board or on any committee, appoint the Chief Executive Officer, the
President or the Chief Financial Officer, 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 Board 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 Board Management Committee
shall constitute a quorum of the Board Management Committee for the transaction
of business. The Board 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 Board 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
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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 Board
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.
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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
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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.
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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
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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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EXHIBIT 99
BYLAWS
OF
UNION OIL COMPANY OF CALIFORNIA
(As Amended December 7, 1998)
ARTICLE I
FISCAL YEAR
Section 1. The fiscal year of Union Oil Company of California
(hereinafter called the "Company") shall end on the thirty-first day of December
of each year.
ARTICLE II
OFFICES
Section 1. Principal Office. The principal office for the transaction
of business of the Company 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 in said county.
ARTICLE III
SHAREHOLDERS
Section 1. Annual Meetings. The annual meetings of the shareholders
shall be held at 10:00 o'clock A.M. on the fourth 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 Company, and for the transaction of any other
business which is within the powers of the shareholders and properly brought
before the meeting. If the fourth Monday in May is a legal holiday, the annual
meeting of the shareholders 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. Special Meetings. Special meetings of the shareholders for
any purpose whatsoever may be called at any time by the Chairman of the Board,
the Chief Executive Officer, the Board, or by one or more shareholders holding
not less than ten percent of the voting power of the Company upon request in
writing to the Chairman of the Board, the Chief Executive Officer, the
President, a Vice President or the Secretary. The business transacted at special
meetings shall be confined to the purpose or purposes stated in the notice of
such meetings.
Section 3. Notice of Meetings. Written notice of each annual or special
meeting of shareholders shall be given to each shareholder entitled to vote
thereat not less than ten nor more than sixty days before the meeting.
<PAGE>
Section 4. Place of Meetings. All meetings of shareholders, whether
annual or special, shall be held at the principal office of the Company or at
such other place, within or without the State of California, as the Board may
from time to time designate pursuant to authority hereinafter granted it. In the
absence of any such designation, shareholders' meetings shall be held at the
principal office of the Company.
Section 5. Voting Rights. Shareholders entitled to vote at shareholder
meetings shall be entitled to one 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 6. Conduct of Meetings. The decisions of the Chairman of the
Board or officer presiding at all shareholders' meetings shall govern in all
matters relating to the conduct of the meeting.
Section 7. Voting. Directors shall be elected in accordance with the
provisions of the California Corporations Code by holders of shares entitled to
vote in the election; provided, however, a nomination shall be accepted, and
votes cast for a nominee shall be counted by the inspectors of election, only if
the Secretary of the Company has received at least twenty-four hours prior to
the meeting a statement over the signature of the nominee that such person
consents to being a nominee and, if elected, intends to serve as a director.
Section 8. Action Without a Meeting. Any action which may be taken at
any annual or special meeting may be taken without a meeting and without prior
notice, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of the outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
Directors may not be elected by written consent except by unanimous written
consent of all shares entitled to vote for the election of directors.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. Powers. Subject to the limitations of the Restated Articles
of Incorporation of the Company and of the California General Corporation Law as
to action required or authorized to be approved by the shareholders, all
corporate powers shall be exercised by or under the authority of, and the
business and affairs of the Company shall be managed by, the Board of Directors.
Section 2. Number. The exact number of directors of the Company, within
the limits specified in Article Fourth of the Company's Restated Articles of
Incorporation, shall be eleven (11) 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
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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 shareholders, 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 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 days in advance if given by mail, or at least twenty-four
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 California 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
Company.
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 shareholders.
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 Company 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) The Company shall, to the maximum extent permitted by the General
Corporation Law of California, indemnify each of its directors and officers
against all
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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 in connection with any
proceeding arising by reason of the fact any such person is or was a director or
officer of the Company and shall advance to such director or officer expenses
incurred in defending any such proceeding to the maximum extent permitted by
such law. For purposes of this section, a "director" or "officer" of the Company
includes any person who is or was a director or officer of the Company, or is or
was serving at the request of the Company as a director, officer, trustee, or
fiduciary, or in a similar capacity, of another foreign or domestic corporation,
limited liability company, partnership, joint venture, trust, or any other
enterprise or entity whatsoever, including without limitation service with
respect to employee benefit plans.
(b) The Board of Directors may in its discretion provide by resolution,
either on a general basis or as to specific employees or agents, for similar
indemnification of, or advance of expenses to, other employees or agents of the
Company, and likewise may refuse to provide for such indemnification or advance
of expenses except to the extent such indemnification is mandatory under the
California General Corporation Law.
(c) The Company 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 Company following
such date. Notwithstanding the foregoing, if the Company, 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 Company shall only be required to purchase such Insurance
coverage for any act or omission occurring at or prior to the time of such date.
(d) The rights provided to any person by this bylaw shall be
enforceable against the Company by such person, who shall be presumed to have
relied upon it in serving or continuing to serve as a director or officer, 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 Shareholders' Meetings. The
Board is hereby granted full power and authority to designate from time to time
any place within or without the State of California for the holding of any
shareholders' meeting, whether annual or special.
Section 13. Committees. The Board may, by resolution, appoint one or
more committees, in addition to an Executive Committee and a Board Management
Committee, to consist of two or more of the directors of the Company, 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
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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 or more
directors. Included on the Executive Committee shall be the Chief Executive
Officer of the Company. 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 Company.
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 Company, except that the Executive Committee shall
not be permitted to fill vacancies on the Board or on any committee, approve any
action for which approval of the shareholders is also required by the California
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 or take any other action which may not be
delegated to a committee of the Board under the California General Corporation
Law.
Section 3. Procedure. Two 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.
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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
BOARD MANAGEMENT COMMITTEE
Section 1. Number and Composition. The Board of Directors shall appoint
from its membership, annually, a Board Management Committee composed of the
directors who are employee officers of the Company. The Chairman of the Board
Management Committee shall be the Chief Executive Officer of the Company.
Section 2. Powers. The Board 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 Company, subject to approval limits established by
resolution of the Board of Directors as deemed appropriate from time to time,
but the Board Management Committee shall not be permitted to fill vacancies on
the Board or on any committee, appoint the Chief Executive Officer, the
President or the Chief Financial Officer, approve any action for which
shareholders' approval or approval of the outstanding shares is also required by
the California General Corporation Law, to 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 to appoint other committees of the Board or the
members thereof or take any other action which may not be delegated to a
committee of the Board under Section 311 of the California General Corporation
Law.
Section 3. Procedure. Two members of the Board Management Committee
shall constitute a quorum of the Board Management Committee for the transaction
of business. The Board 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 Board Management Committee shall keep regular
minutes of all business transacted at its meetings.
ARTICLE VII
OFFICERS
Section 1. Officers. The officers of the Company 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 Company
may also have, at the discretion of the Board, one or more additional Vice
Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers,
and one 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 or more offices
may be held by the same person.
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Section 2. Election and Removal. The officers of the Company 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 Company and shall have general supervision, direction and control over the
business and affairs of the Company and its officers. The Chief Executive
Officer shall be a member of the Executive Committee and of the Board 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 shareholders, 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 shareholders' meetings, and the
proceedings thereof.
The Secretary shall keep or cause to be kept at the principal office,
or at the office of the Company's transfer agent, a share register, which may be
an electronic database, showing the names of the shareholders 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 shareholders and the Board required to be given by the Bylaws or by law.
The Secretary
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shall have charge of and be custodian of the seal of the Company and the minute
books and documents relating to the existence and governance of the Company.
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 shall 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 Company. The Treasurer shall deposit or
cause to be deposited all Company monies, funds and other valuables in the name
and to the credit of the Company in such bank or banks as shall be 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 Company which have been
duly approved for disbursement. The Treasurer shall enter or cause to be entered
regularly in the books of the Company full and accurate accounts of all monies
received and paid out on account of the Company.
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 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
Company and shall see that all monies and obligations due the Company and all
properties and assets are properly accounted for. The Comptroller shall prepare
the Company'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 Company 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.
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(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 Company's legal affairs. The Chief Legal Officer shall advise the Board, the
Chairman of the Board and/or the officers of the Company 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 to transfer stock or for other purposes, and other documents and
instruments of whatsoever kind shall be executed for and on behalf of the
Company 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 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 Company 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 Company 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
Company 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 Company 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 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 Company may be voted or represented and all rights
incident thereto may be exercised on behalf of the Company by the Chief
Executive Officer, President, the
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Chief Financial Officer, a Vice President, the Secretary, the Treasurer or the
Comptroller, or by such other officers upon to whom the Board of Directors may
from time to time confer like powers.
ARTICLE IX
REPEAL OF BYLAWS
Section 1. All existing Bylaws of the Company and all amendments
thereto are hereby repealed.
ARTICLE X
AMENDMENTS
Section 1. Power of Shareholders. New Bylaws may be adopted or these
Bylaws may be amended or repealed by the vote or written assent of shareholders
entitled to exercise a majority of the voting power of the Company.
Section 2. Power of Directors. Subject to the right of shareholders as
provided in Section 1 of this ARTICLE X to adopt, amend or repeal Bylaws, Bylaws
may be adopted, amended or repealed by the Board of Directors as provided or
permitted by law.
ARTICLE XI
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 Company 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 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
Company shall continue, so far as possible, to conduct the Company'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
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available members of the Executive Committee, including the Chief Executive
Officer, shall be and constitute the Board of Directors, with two 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 Company, 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 shareholders. If three members of the Executive
Committee, including the Chief Executive Officer, are not able to serve, any
three available directors shall be and constitute such emergency Board of
Directors, with two 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 of (in the following order of priority)
available directors, including any one 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 emergency
directors. The Chief Executive Officer and any other one 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 of such emergency directors
shall constitute a quorum.
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