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 9, 1999
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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.
Unocal Corporation announced the appointments of Timothy H. Ling and Charles R.
Williamson to the company's board of directors effective January 1, 2000. As
announced in August 1999, John F. Imle, Jr., has resigned from the board
effective December 31, 1999. Mr. Imle, who was Vice Chairman and a director,
will continue to serve as a consulting employee of the company. With these
changes, the total size of the board of directors will be 10, including three
company employees.
Mr. Ling was named Executive Vice President, North America Energy Operations, in
March 1999. He joined Unocal in 1997 as chief financial officer and member of
the management committee. As CFO, Mr. Ling has a strategic role, focusing on
mergers, acquisitions and investor relations. He received a bachelor of science
degree from Cornell University in 1982 and a master of business administration
degree from Stanford University in 1989. Prior to joining Unocal, he had been an
employee of McKinsey & Company since 1989 and a partner of the firm since 1994.
Mr. Williamson was named Executive Vice President, International Energy
Operations, and member of the management committee in 1999. He holds a Ph.D. in
geology from the University of Texas at Austin. Mr. Williamson joined Unocal in
1977 as a research associate for Unocal's Science and Technology Division in
Brea, California. In 1983, he was named chief exploration geologist for Unocal
in the United Kingdom, and in 1986, he became exploration manager of Unocal
Netherlands. Mr. Williamson was named Vice President of Exploration for Unocal
Thailand in 1989. He then became Vice President, Technology, in 1992. In 1995,
he was appointed Vice President, Corporate Planning and Economics. In 1996, he
was named Group Vice President, International Operations. In 1997, Mr.
Williamson assumed the position as Group Vice President, Asia Operations.
The Bylaws of Unocal Corporation and Union Oil Company of California, as amended
to become effective January 1, 2000, are attached as exhibits under Item 7(c) of
this report.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
3 Bylaws of Unocal Corporation, as amended to become effective
January 1, 2000.
99 Bylaws of Union Oil Company, as amended to become effective
January 1, 2000.
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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 10, 1999 By: /s/ JOHN A. BRIFFETT
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John A. Briffett
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EXHIBIT 3
BYLAWS
OF
UNOCAL CORPORATION
a Delaware corporation
(Effective January 1, 2000)
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 SIXTH of the
Corporation's Restated 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 Delaware General Corporation Law:
(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 the Proponent is a stockholder of record, as they appear on the
Corporation's books), (c) the class and the number of shares of stock 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 (the "Exchange Act"), 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 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
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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 Restated 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 ten (10) until changed in the manner provided by law.
Section 3. Chairman and Vice Chairman of the Board. The Board shall elect 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 and Chief
Executive Officer or, in his absence or inability, by an Executive Vice
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 other electronic means.
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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 this 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
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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 the 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 the 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 the 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 Restated 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
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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 of the Board. The Board may, by resolution, appoint
one (1) or more committees of the Board, in addition to an Executive 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 the Board composed of
three (3) or more directors. Included on the Executive Committee shall be the
Chairman of the Board and 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 Chairman of the
Board and 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
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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
annually a Management Committee of the Corporation composed of the of the
Chairman and Chief Executive Officer and the Executive Vice Presidents of the
Corporation. The Chairman of the Management Committee shall be the Chairman of
the Board and 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 which may be delegated to officers under the
Delaware General Corporation Law, including the appointment and removal of
subordinate officers, subject to approval limits established by resolution of
the Board of Directors as deemed appropriate from time to time.
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 may 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 records of business
transacted at its meetings.
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ARTICLE VII
OFFICERS
Section 1. Officers. The officers of the Corporation shall be a Chairman of
the Board and Chief Executive Officer, a Chief Financial Officer, a Vice
President, a Secretary, a Comptroller, a Treasurer, a Chief Legal Officer and a
Chief Information Officer. The Corporation may also have, at the discretion of
the Board, one (1) or more Vice Presidents, who may be designated as Executive
Vice Presidents, Group Vice Presidents, Senior Vice Presidents or Vice
Presidents, one (1) or more Assistant Chief Financial Officers, 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 or the Chairman of
the Board and 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) Chairman of the Board and Chief Executive Officer. The Chairman of the
Board and 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 Chairman of the Board and 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) Executive Vice Presidents. The Executive Vice Presidents in general
shall perform all duties incident to the office of Executive Vice President, and
shall have such powers and duties as may from time to time be assigned by the
Board of Directors, the Chairman of the Board and Chief Executive Officer or
prescribed by the Bylaws.
(c) Other Vice Presidents. Other Vice Presidents, who may be designated as
Group Vice Presidents, Senior Vice Presidents or Vice Presidents, shall have
such authority and shall perform such duties as shall from time to time be
assigned by the Board of Directors, the Chairman of the Board and Chief
Executive Officer, the Executive Vice Presidents or prescribed by the Bylaws.
(d) Chief Financial Officer. The Chief Financial Officer shall have such
authority and shall perform such duties as shall from time to time be assigned
by the Board, the Chairman of the Board and Chief Executive Officer or
prescribed by the Bylaws.
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(e) Assistant Chief Financial Officer. Each Assistant Chief Financial
Officer shall assist the Chief Financial Officer and shall perform such duties
as shall from time to time be assigned by the Board, the Chairman of the Board
and Chief Executive Officer or the Chief Financial Officer.
(f) Secretary. The Secretary shall keep, or cause to be kept, at the
principal office and/or such other place or places as the Board may order, a
book or books of minutes 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 and
Chief Executive Officer or the Bylaws, and shall in general, subject to control
of the Board and the Chairman of the Board and Chief Executive Officer, perform
all the duties usually incident to the office of secretary of a corporation.
(g) 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.
(h) 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 Chairman of the Board
and 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
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Chairman of the Board and Chief Executive Officer, the Chief Financial Officer
or the Bylaws, and shall in general, subject to control of the Board, the
Chairman of the Board and Chief Executive Officer, and the Chief Financial
Officer, perform all the duties usually incident to the office of treasurer of a
corporation.
(i) 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.
(j) 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 Chairman of the Board and 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 Chairman of the Board
and Chief Executive Officer, the Chief Financial Officer or the Bylaws and shall
in general, subject to control of the Board, the Chairman of the Board and Chief
Executive Officer, and the Chief Financial Officer, perform all the duties
usually incident to the office of comptroller of a corporation.
(k) 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.
(l) 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 Chief Executive Officer and the other officers of the
Corporation on such legal matters and prepare such reports as may be required by
them or any of them.
(m) Chief Information Officer. The Chief Information Officer shall be in
charge of the Corporation's information technology. The Chief Information
Officer shall advise the Board, the Chairman of the Board and Chief Executive
Officer and the other officers of the Corporation on such information technology
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 by or
pursuant to a resolution of 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 Chairman and Chief
Executive Officer, the Vice Chairman, the Chief Financial Officer, a Vice
President, the Treasurer,
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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.
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 or pursuant to resolution of 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 authorized from time to time to do so by or pursuant
to a resolution of the Board of Directors.
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 Chairman
of the Board and Chief Executive Officer, 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
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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 Chairman
of the Board and 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 Chairman of the
Board and 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, Executive Vice Presidents, the Chief Financial
Officer, and as many other 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 Chairman of the Board
and 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
Chairman of the Board and 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
a California Corporation
(Effective January 1, 2000)
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 a time to be fixed by resolution of the Board on the fourth 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
shareholders. If the fourth Monday in May is a legal holiday, the annual meeting
of the shareholders shall be held on the preceding or subsequent Monday as fixed
by resolution of the Board. The mailing of an annual report to the shareholders
not later than 120 days after the close of the fiscal year is waived.
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 and
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 and Chief Executive Officer, 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.
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 and Amended
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 number of directors of the Company shall not be less
than three (3) nor more than five (5). The exact number of directors of the
Company shall be fixed by resolution of the Board of Directors.
Section 3. Chairman and Vice Chairman of the Board. The Board shall elect a
Chairman, who shall also be an officer of the Company and 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.
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<PAGE>
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 and Chief
Executive Officer or, in his absence or inability, by an Executive Vice
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 days in advance if given by mail, or at least one hour in
advance if delivered personally or given by telephone or other electronic means.
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. The higher of two (2) or one-third (1/3) of the number
of directors fixed by resolution adopted pursuant to Section 2 of this 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 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 California
General Corporation Law, indemnify each of its directors and officers 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 in connection with any
proceeding arising by reason of the fact any such person is or was a director
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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 Company 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 of the Board. A majority of the Board may, by
resolution, appoint one or more committees of the Board, to consist of two (2)
or more of the directors of the Company, and prescribe their duties and powers.
Two 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
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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 as permitted by the California General Corporation Law.
ARTICLE V OFFICERS
Section 1. Officers. The officers of the Company shall be a Chairman of the
Board and Chief Executive Officer, a Chief Financial Officer, a Vice President,
a Secretary, a Comptroller, a Treasurer, a Chief Legal Officer and a Chief
Information Officer. The Company may also have, at the discretion of the Board,
one (1) or more Vice Presidents, who may be designated as Executive Vice
Presidents, Group Vice Presidents, Senior Vice Presidents or Vice Presidents,
one (1) or more Assistant Chief Financial Officers, 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 or the Chairman of the Board
and 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 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) Chairman of the Board and Chief Executive Officer. The Chairman of the
Board and 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 Chairman of the Board and Chief Executive Officer
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) Executive Vice Presidents. The Executive Vice Presidents in general
shall perform all duties incident to the office of Executive Vice President, and
shall have such powers and duties as may from time to time be assigned by the
Board of Directors, the Chairman of the Board and Chief Executive Officer or
prescribed by the Bylaws.
(c) Other Vice Presidents. Other Vice Presidents, who may be designated as
Group Vice Presidents, Senior Vice Presidents or Vice Presidents, shall have
such authority and shall perform such duties as shall from time to time be
assigned by the Board of Directors, the Chairman
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<PAGE>
of the Board and Chief Executive Officer, the Executive Vice Presidents or
prescribed by the Bylaws.
(d) Chief Financial Officer. The Chief Financial Officer shall have such
authority and shall perform such duties as shall from time to time be assigned
by the Board, the Chairman of the Board and Chief Executive Officer or
prescribed by the Bylaws.
(e) Assistant Chief Financial Officer. Each Assistant Chief Financial
Officer shall assist the Chief Financial Officer and shall perform such duties
as shall from time to time be assigned by the Board, Chairman of the Board and
the Chief Executive Officer or the Chief Financial Officer.
(f) Secretary. The Secretary shall keep, or cause to be kept, at the
Company's offices, a book of minutes of all meetings of directors and
shareholders.
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 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 and
Chief Executive Officer or the Bylaws, and shall in general, subject to control
of the Board and the Chairman of the Board and Chief Executive Officer, perform
all the duties usually incident to the office of secretary of a corporation.
(g) 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.
(h) 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 Chairman of the Board and 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.
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The Treasurer shall have such other powers and perform such other duties as
may from time to time be prescribed by the Board, Chairman of the Board and the
Chief Executive Officer, the Chief Financial Officer or the Bylaws, and shall in
general, subject to control of the Board, the Chairman of the Board and Chief
Executive Officer, and the Chief Financial Officer, perform all the duties
usually incident to the office of treasurer of a corporation.
(i) 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.
(j) 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 Chairman of the Board and 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 Chairman of the Board
and Chief Executive Officer, the Chief Financial Officer or the Bylaws, and
shall in general, subject to control of the Board, the Chairman of the Board and
Chief Executive Officer, and the Chief Financial Officer, perform all the duties
usually incident to the office of comptroller of a corporation.
(k) 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.
(l) 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 Chief Executive Officer and the other officers of the
Company on such legal matters and prepare such reports as may be required by
them or any of them.
(m) Chief Information Officer. The Chief Information Officer shall be in
charge of the Company's information technology. The Chief Information Officer
shall advise the Board, the Chairman of the Board and Chief Executive Officer
and the other officers of the Company on such information technology matters and
prepare such reports as may be required by them or any of them.
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<PAGE>
ARTICLE VI
MISCELLANEOUS
Section 1. Execution of Documents. Unless otherwise authorized by or
pursuant to a resolution of 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 Chairman of the Board and Chief Executive Officer, the Vice
Chairman, 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.
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 or pursuant to a resolution of 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 authorized from time to time to do so by or pursuant
to a resolution of the Board of Directors.
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 Chairman of the Board
and Chief Executive Officer, 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 VII
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 VII to adopt, amend or repeal Bylaws,
Bylaws may be adopted, amended or repealed by the Board of Directors as provided
or permitted by law.
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<PAGE>
ARTICLE VIII
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 any emergency, a quorum of the Board of Directors is
not available to serve, then, in the following order of priority, any available
director and as many other 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 two emergency directors, shall be and constitute the Board
of Directors, 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, 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. Any two of such emergency directors shall constitute a
quorum.
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.
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