BYLAWS
OF
UNOCAL CORPORATION
a Delaware corporation
(Effective May 22, 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.
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.
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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
(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
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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.
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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 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.
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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.
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
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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 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
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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 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,
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.
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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 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 Chairman and
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Chief Executive Officer, the Executive Vice Presidents and the Chief Financial
Officer 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.
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.
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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.
(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.
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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 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.
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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, 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.
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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 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.
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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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