SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
February 16, 1994
(Date of Report)
February 1, 1994
(Date of earliest event reported)
POLAROID CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-4085
(Commission File Number)
04-1734655
(IRS Employer Identification No.)
549 Technology Square, Cambridge, Massachusetts 02139
(Address of principal executive offices) (Zip Code)
(617) 386-2000
(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events.
On February 1, 1994, the Board of Directors of Polaroid
Corporation amended its By-Laws by adopting Amended and Restated
By-Laws, attached hereto as an Exhibit and incorporated herein by
reference (the "Amended By-Laws"). The Amended By-Laws provide
technical clarifications and modifications to certain sections of
the By-Laws including, without limitation, (i) the notice
provisions for director and stockholder meetings, (ii) certain
quorum requirements for director and stockholder meetings, and
(iii) procedures to be followed by stockholders in order to bring
business before a meeting or nominate directors for election.
This description of respects in which the By-Laws are amended by
the adoption of the Amended By-Laws does not purport to be complete
and is qualified in its entirety by reference to the
attached Exhibit.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
POLAROID CORPORATION
By : RICHARD F. deLIMA
Name : Richard F. deLima
Title: Vice President, Secretary
and General Counsel
Dated: February 16, 1994
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Exhibit Index
By-Laws of Polaroid Corporation, as amended and restated as of
February 1, 1994
POLAROID CORPORATION
________________
BY-LAWS
________________
Amended and Restated as of February 1, 1994
<PAGE>
BY-LAWS
of
POLAROID CORPORATION
(Incorporated under the Laws of the State of Delaware)
Amended and Restated as of February 1, 1994
ARTICLE I.
OFFICES
1. The Principal Office. The principal office shall be in the
City of Dover, County of Kent, State of Delaware, and the name
of the resident agent in charge thereof is The Prentice-Hall
Corporation System, Inc., 32 Loockerman Square, Dover, Kent
County, Delaware.
2. Other Offices. The Company may also have offices in the city
of Boston, State of Massachusetts, and at such other places
within or without the State of Delaware as the Board of
Directors may from time to time appoint, or as the business of
the Company may require.
ARTICLE II.
STOCKHOLDERS' MEETINGS
1. Place of Meeting. All meetings of the stockholders shall be
held at the principal office of the Company in the City of
Dover, County of Kent, State of Delaware, or at such other
place, within or without the State of Delaware, as shall be
determined from time to time, by the Board of Directors, and
the place at which such meeting shall be held shall be stated
in the notice and call of the meeting.
2. Annual Meetings. The annual meeting of the stockholders of
the Company for the election of directors and for the
transaction of such other business as may properly come before
the meeting shall be held each year on a date to be designated
by the Board of Directors, at a time to be specified by the
Chairman of the Board of Directors, or, in his absence, by the
officer of the Company so authorized by the Board of
Directors. If the annual meeting of the stockholders is not
held on the date designated by the Board of Directors, the
election of directors may be held at any meeting thereafter
called pursuant to these By-Laws.
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At all meetings of stockholders, the voting may be viva voce,
but any qualified voter may demand a stock vote, whereupon
such stock vote shall be taken by ballot, each of which shall
state the name of the stockholder voting and the number of
shares voted by him, and if such ballot be cast by a proxy, it
shall also state the name of such proxy.
3. Order of Business. The order of business at any meeting of
stockholders shall be determined by the presiding officer of
such meeting.
4. Special Meetings. Special meetings of the stockholders of the
Company may be called only by the Chairman of the Board of
Directors, the President or the Board of Directors. Only
those matters set forth in the notice of the special meeting
may be considered or acted upon at a special meeting of
stockholders of the Company, unless otherwise provided by law.
5. Notice. Notice of the time and place of the annual meeting of
stockholders shall be given by mailing a written or printed
notice of the same at least ten days, and not more than sixty
days, prior to the meeting, and notice of the time and place
of special meetings shall be given by written or printed
notice of the same at least ten days, and not more than sixty
days, prior to the meeting, with postage prepaid, to each
stockholder of record of the Company entitled to vote at such
meeting, and addressed to the stockholder's last known post
office address, or to the address appearing on the corporate
books of the Company. The Board of Directors may fix in
advance a date, not exceeding sixty days preceding the date of
any meeting of stockholders, as a record date for the
determination of the stockholders entitled to notice of and to
vote at such meeting. No notice of the time, place or purpose
of any meeting of stockholders, whether prescribed by law, by
the Certificate of Incorporation, or by these By-Laws need be
given to any stockholder who attends in person or by proxy, or
who executes a waiver of such notice which is filed with the
records of the meeting either before or after the holding
thereof.
When any annual or special meeting of stockholders is
adjourned to another hour, date or place, notice need not be
given of the adjourned meeting other than an announcement at
the meeting at which the adjournment is taken of the hour,
date and place to which the meeting is adjourned; provided,
however, that if the adjournment is for more than 30 days, or
if after the adjournment a new record date is fixed for the
adjourned meeting, notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at such
meeting and each stockholder who, by law or under the
Certificate of Incorporation or these By-Laws, is entitled to
such notice.
6. Quorum. The holders of shares of capital stock of the Company
representing a majority of the voting power of the outstanding
shares of capital stock issued, outstanding and entitled to
vote under the Certificate of Incorporation, represented in
person or by proxy, shall constitute a quorum at any annual or
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special meeting of stockholders; but if less than a quorum is
present at a meeting, the holders of capital stock
representing a majority of the voting power present at the
meeting or the presiding officer may adjourn the meeting from
time to time, and the meeting may be held as adjourned without
further notice, except as provided in Section 5 of this
Article II. At such adjourned meeting at which a quorum is
present, any business may be transacted which might have been
transacted at the meeting as originally noticed. The
stockholders present at a duly constituted meeting may
continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave
less than a quorum.
7. Voting Procedures and Inspectors of Election. The Company
shall, in advance of any meeting of stockholders, appoint one
or more inspectors to act at the meeting and make a written
report thereof. The Company may designate one or more persons
as alternate inspectors to replace any inspector who fails to
act. If no inspector or alternate is able to act at a meeting
of stockholders, the presiding officer shall appoint one or
more inspectors to act at the meeting. Any inspector may, but
need not, be an officer, employee or agent of the Company.
Each inspector, before entering upon the discharge of his
duties, shall take and sign an oath faithfully to execute the
duties of inspector with strict impartiality and according to
the best of his or her ability. The inspectors shall perform
such duties as are required by the General Company Law of the
State of Delaware, as amended from time to time, including the
counting of all votes and ballots. The inspectors may appoint
or retain other persons or entities to assist the inspectors
in the performance of their duties.
8. Notification of Nominations. Subject to the rights of the
holders of any class or series of capital stock having a
preference over the Common Stock of the Company as to
dividends or upon liquidation, nominations for the election of
directors may be made (a) by the Board of Directors or a
designated committee thereof or (b) by any holder of record
(both as of the time notice of such nomination is given by the
stockholder as set forth below and as of the record date for
the annual meeting in question) of any shares of the capital
stock of the Company who complies with the procedures set
forth in this Section. Any stockholder who seeks to make such
a nomination, or his or her representative, must be present in
person at the annual meeting. Only persons nominated in
accordance with the procedures set forth in this Section shall
be eligible for election as Directors at an annual meeting of
stockholders.
Nominations, other than those made by the Board of Directors
or a designated committee thereof, shall be made pursuant to
timely notice in writing to the Secretary of the Company as
set forth in this Section. To be timely, a stockholder's
notice shall be delivered to, or mailed and received, at the
principal executive offices of the Company (a) not less than
90 days prior to the anniversary of the immediately preceding
annual meeting of stockholders (the "Anniversary") or (b) in
the event that the annual meeting of stockholders is called
for a date more than 20 days prior to the Anniversary, not
<PAGE>
later than the close of business on (i) the 20th day (or if
that day is not a business day for the Company, on the next
succeeding business day) following the first date on which the
date of such meeting was publicly disclosed or (ii) if such
date of public disclosure occurs more than 90 days prior to
such scheduled date of such meeting, then the later of (1) the
20th day (or if that day is not a business day for the
Company, on the next succeeding business day) following the
first date of public disclosure of the date of such meeting or
(2) the 90th day prior to such scheduled date of such meeting
(or if that day is not a business day for the Company, on the
next succeeding business day). Any public disclosure of the
scheduled date of the meeting made by the Company by means of
a press release, a report or other document filed with the
Securities and Exchange Commission, or a letter or report sent
to stockholders of record of the Company, shall be deemed to
be sufficient public disclosure of the date of such meeting
for purposes of these By-Laws.
Such stockholder's notice shall set forth (a) the name and
address of the stockholder who intends to make the nomination
and of the person or persons to be nominated; (b) a
representation that the stockholder is a holder of record of
stock of the Company and intends to appear in person or by
proxy at the meeting to nominate the person or persons
specified in the notice; (c) a description of all arrangements
or understandings between the stockholder and each nominee and
any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made
by the stockholder; (d) the consent of each nominee to serve
as a director of the Company if so elected; (e) the name, age,
business address and residence address of each nominee; (f)
the principal occupation or employment of each nominee during
the past five years; and (g) a description of any of the
following events that has occurred within the last five years
and that is material to the evaluation of the ability or
integrity of each proposed nominee: (i) a petition under
federal bankruptcy laws or any state insolvency laws was filed
by or against such person; (ii) such person was convicted in
a criminal proceeding or was a named subject of a criminal
proceeding (excluding traffic violations and other minor
offenses); (iii) such person was found by any court of
competent jurisdiction to have violated any federal or state
securities law or federal commodities law, which judgment or
finding has not been subsequently reversed, suspended or
vacated; or (iv) such person was the subject of any order,
judgment or decree, not subsequently reversed, suspended or
vacated, of any court of competent jurisdiction or of any
federal or state governmental or quasi-governmental agency,
authority or commission enjoining him or otherwise limiting
him from engaging in any type of business practice or in any
activity in connection with the purchase or sale of any
security or commodity. The presiding officer or the Board of
Directors shall refuse to recognize the nomination of any
person not made in compliance with the foregoing procedures.
9. Purposes of Annual Meetings. At any annual meeting of the
stockholders of the Company, any business properly brought
before the meeting may be transacted. To be properly brought
before an annual meeting, business (a) must be specified in
the notice of the meeting (or any supplement thereto) given by
or at the direction of the Board of Directors; (b) otherwise
<PAGE>
properly brought before the meeting by or at the direction of
the Board of Directors; or (c) otherwise properly brought
before the meeting by any holder of record (both as of the
time notice of such proposal is given by the stockholder as
set forth below and as of the record date for the annual
meeting in question) of any shares of capital stock of the
Company who complies with the procedures set forth in this
Section.
In addition to any other applicable requirements, for business
to be properly brought before an annual meeting by a holder of
record of any shares of capital stock entitled to vote at such
annual meeting, each stockholder must have given timely notice
thereof in writing to the Secretary of the Company as set
forth in this Section and such stockholder or his or her
representative must be present at the annual meeting. To be
timely, a stockholder's notice must be delivered to, or mailed
and received at, the principal executive offices of the
Company (a) not less than 90 days prior to the Anniversary or
(b) in the event that the annual meeting of stockholders is
called for a date more than 20 days prior to the Anniversary,
not later than the close of business on (i) the 20th day (or
if that day is not a business day of the Company, on the next
succeeding business day) following the first date on which the
date of such meeting was publicly disclosed or (ii) if such
date of public disclosure occurs more than 90 days prior to
such scheduled date of such meeting, then the later of (1) the
20th day (or if that day is not a business day for the
Company, on the next succeeding business day) following the
first date of public disclosure or (2) the 90th day prior to
such scheduled date of such meeting (or if that day is not a
business day for the Company, on the next succeeding business
day). Any public disclosure of the scheduled date of the
meeting made by the Company by means of a press release, a
report or other document filed with the Securities and
Exchange Commission, or a letter or report sent to
stockholders of record of the Company, shall be deemed to be
sufficient public disclosure of the date of such meeting for
purposes of these By-Laws.
Such stockholder's notice shall set forth as to each matter
the stockholder proposes to bring before the annual meeting
(a) a brief description of the business desired to be brought
before the meeting and the reasons for conducting such
business at the meeting and in the event that such business
includes a proposal to amend either the Certificate of
Incorporation or By-Laws of the Company, the language of the
proposed amendment; (b) the name and address of the
stockholder proposing such business; (c) a representation that
the stockholder is a holder of record of stock of the Company
entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to propose such business;
and (d) any material interest of the stockholder in such
business. Notwithstanding the foregoing provisions of this
Section, such stockholder shall also comply with all
applicable requirements of the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder
(the "Exchange Act"), with respect to the 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 Company's proxy statement pursuant to Rule
14a-8 under the Exchange Act.
<PAGE>
No business shall be conducted at an annual meeting of
stockholders except in accordance with this Section, and the
presiding officer or the Board of Directors shall refuse to
permit any business to be brought before an annual meeting
without compliance with the foregoing procedures.
ARTICLE III.
STOCK
1. Stock Certificates. Certificates of stock shall be issued in
numerical order, and each stockholder shall be entitled to a
certificate signed by the President or Vice President and the
Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary certifying to the number of shares owned
by him. Where, however, such certificate is countersigned (a)
by a transfer agent other than the Company or its employee or
(b) by a registrar other than the Company or its employee, any
other signature on the certificate may be a facsimile.
In case any officer, transfer agent, or registrar who has
signed a certificate (or whose facsimile signature has been
placed upon a certificate) shall cease to serve as an officer,
transfer agent or registrar before such certificate is issued,
such certificate may nevertheless be adopted and issued and
delivered by the Company with the same force and effect as
though the officer, transfer agent or registrar who signed
such certificate (or whose facsimile signature or signatures
shall have been used thereon) continued to serve as an
officer, transfer agent or registrar at the date of issue.
2. Stock Transfers. Transfers of stock shall be made only upon
the transfer books of the Company, kept at the office of the
Company or of the respective transfer agents designated to
transfer the several classes of stock, and before a new
certificate is issued, the old certificates shall be
surrendered for cancellation.
3. Registered Stockholders. Registered stockholders only shall
be entitled to be treated by the Company as the holders in
fact of the stock standing in their respective names, and the
Company shall not be bound to recognize any equitable or other
claim to or interest in any share on the part of any other
person, whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of Delaware.
4. Loss or Destruction of Stock Certificates. In case of loss or
destruction of any certificate of stock, another may be issued
in its place, upon proof of such loss or destruction, and upon
the giving of a satisfactory bond of indemnity to the Company
and/or to the transfer agent and registrar of such stock, in
such sum as the Board of Directors may provide.
<PAGE>
5. Regulations. The Board of Directors shall have power and
authority to make all such rules and regulations as it may
deem expedient concerning the issue, transfer, conversion, and
registration of certificates for shares of the capital stock
of the Company, not inconsistent with the laws of Delaware,
the Certificate of Incorporation, and these By-Laws.
The Board of Directors may appoint a transfer agent and a
registrar for each class of stock, and may require all stock
certificates to bear the signatures of such transfer agent and
of such registrar.
6. Closing of Transfer Books. Except as may otherwise be
provided in the Certificate of Incorporation, the stock
transfer books may be closed for meetings of the stockholders
during such periods, not exceeding sixty days, as from time to
time may be fixed by the Board of Directors, and during such
periods no stock shall be transferable. The Board of
Directors, without closing the books of the Company, may,
however, fix a day not more than sixty days prior to the date
of holding any meeting of stockholders, as the day as of which
stockholders entitled to notice of and to vote at such meeting
shall be determined; and only stockholders of record on such
day shall be entitled to notice of or to vote at such meeting.
If a closing or determining day so fixed shall be a Sunday or
holiday, then the closing or determining day shall be the
following business day.
ARTICLE IV.
BOARD OF DIRECTORS
1. Management. The management of all the affairs, property and
interest of the Company shall be vested in a Board of
Directors, consisting of such number of persons as shall be
fixed from time to time by the affirmative vote of a majority
of the directors, which persons shall be elected, except as
otherwise provided in the Certificate of Incorporation, for a
term of one year, and shall hold office until their successors
are elected and qualify.
2. Vacancies. All vacancies in the Board of Directors, whether
caused by resignation, death, or otherwise, may, except as
otherwise may be provided in the Certificate of Incorporation,
be filled by the remaining directors or a majority of the
remaining directors attending a regular or special meeting
called for that purpose, even though less than a quorum be
present, or by the stockholders at any regular or special
meeting held prior to the filling of such vacancy by the Board
of Directors as above provided. A director thus elected to
fill any vacancy shall hold office for the unexpired term of
his predecessor, and until his successor is elected and
qualified. Whenever the number of directors shall be
increased pursuant to law, such increase shall be deemed to
create vacancies in the Board to be filled in the manner above
described.
<PAGE>
3. Regular Meetings. Regular meetings of the Board of Directors
may be held without notice at the principal office the
Company, or at such other place or places, within or without
the State of Delaware, as the Board of Directors may from time
to time designate.
4. Special Meetings. Special meetings of the Board of Directors
may be called at any time by the Chairman of the Board of
Directors or the President, or in their absence, by the Vice
Chairman of the Board or any Vice President, or by any three
directors, to be held at the principal office of the Company,
or at such other place or places, within or without the State
of Delaware, as the directors may from time to time designate.
All actions of the Executive Committee shall be reported to
the Board of Directors at its next meeting, and shall be
subject to revision or alteration by the Board, provided that
no rights or acts of third parties shall be affected by any
such revision or alteration.
5. Notice. Notice of any special meeting of the Board of
Directors may be served personally upon each director or
telecopied, cabled or telegraphed to him, not less than three
(3) hours prior to the hour set for the meeting, or mailed to
him not less than forty-eight (48) hours prior to the hour set
for the meeting, at his business or home address appearing
upon the books of the Company. Such notice may also be
telephoned, not less than three (3) hours prior to the hour
set for the meeting, provided that such director so notified
shall actually be reached by telephone. Neither the business
to be transacted at, nor the purpose of any regular or special
meeting of the Board of Directors, need be specified in the
notice or waiver of notice of such meeting.
6. Quorum. A majority of the members of the Board of Directors
shall be necessary to constitute a quorum for the transaction
of business at any meeting of the Board of Directors; but less
than a quorum may adjourn any meeting, which may be held on a
subsequent date without further notice, provided that a quorum
be present at such deferred meeting.
7. Salary of Directors. By resolution of the Board of Directors
a fixed sum, on an annual or other basis, plus out-of-pocket
expenses, may be allowed to directors who are not employees of
the Company, for their services as directors or as members of
the Executive Committee or as members of other standing
committees or special committees. Nothing herein contained
shall be construed to preclude any director from serving the
Company in any other capacity and receiving compensation
therefor.
8. Closing of Transfer Books. The Board of Directors may fix in
advance a date, not exceeding sixty days preceding the date
for the allotment of rights, or the date when any change or
conversion or exchange of capital stock shall go into effect,
as a record date for the determination of the stockholders
<PAGE>
entitled to any such allotment of rights, or to exercise the
rights in respect of any such change, conversion, or exchange
of capital stock.
9. Executive and Other Committees. The Board of Directors may
appoint from its members, by resolution passed by a majority
of the whole Board of Directors, an Executive Committee of two
(2) or more members, and may designate a Chairman for such
committee, and may elect such other committees as it may deem
advisable, and may discontinue any such committee at its
pleasure.
(a) Powers of Executive Committee. During the intervals
between the meetings of the Board of Directors, the
Executive Committee, if elected, shall possess and may
exercise all the powers of the Board of Directors in the
management and direction of the business of the Company,
except as to matters wherein action of the Board of
Directors is specifically required by law, in such manner
as the Executive Committee shall deem best for the
interest of the Company in all cases in which specific
directions shall not have been given by the Board of
Directors.
(b) Meetings. Any committee elected or appointed by the
Board shall meet upon such day or days and at such hour
or hours, as may be designated from time to time by
resolution of such committee and whenever called together
by its Chairman upon notice given to each member of the
committee in the manner specified in Section 5 of this
Article IV. Upon the written request of any two members
of any such committee, the Chairman thereof shall call a
special meeting of such committee. The presence of at
least a majority of the members of any committee shall be
necessary to constitute a quorum for the transaction of
business. The affirmative vote of at least a majority of
the members of any committee shall be necessary to adopt
any resolution.
10. Telephonic Meetings. The Board of Directors and any committee
of the Board of Directors may hold regular or special meetings
by use of conference telephone or similar communications
equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting
pursuant to this Section shall constitute presence in person
at the meeting.
ARTICLE V.
OFFICERS
1. Officers. The officers of the Company shall be a President,
one or more Vice Presidents, a Secretary and a Treasurer, who
shall be elected for one year by the Board of Directors at
their first meeting after the annual meeting of stockholders
and who shall hold office until their successors are elected
and qualify. In the same manner and for the same term the
<PAGE>
Board of Directors shall also elect a Chairman of the Board of
Directors and may also elect a Vice Chairman of the Board of
Directors. The offices of Chairman of the Board of Directors
and President, or any of Vice Chairman, Vice President,
Secretary and Treasurer, may be united in one person. The
officers, other than the President, need not be directors.
2. Chairman. The Chairman shall preside at all meetings of
stockholders and directors. Except where by law the signature
of the President is required, the Chairman shall have the
power and authority to sign or countersign all certificates,
contracts and other instruments of the Company as authorized
by the Board of Directors. He shall make reports to the Board
of Directors and stockholders and perform all such other
duties as are incident to his office or as are properly
required of him by the Board of Directors.
3. President. The President shall have general supervision over
the operations of the Company. In the absence of the Chairman
of the Board of Directors he shall preside at all meetings of
stockholders and directors. Except where by law the signature
of the Chairman is required, the President shall have the
power and authority to sign or countersign all certificates,
contracts and other instruments of the Company as authorized
by the Board of Directors. He shall make reports to the Board
of Directors and stockholders and perform all such other
duties as are incident to his office or as are properly
required of him by the Board of Directors.
4. Chief Executive Officer. The President shall be appointed
Chief Executive Officer of the Company by the Board of
Directors. The Chief Executive Officer shall have general
supervision over the business and affairs of the Company, its
financial policies and property. He shall make reports to the
Board of Directors and stockholders and perform all such other
duties as are incident to his office or as are properly
required of him by the Board of Directors.
5. Vice Presidents. During the absence or disability of the
President, the Vice Presidents, in the order designated by the
Board of Directors, shall exercise all the functions of the
President. Each Vice President shall have such powers and
discharge such duties as may be assigned to him from time to
time by the Board of Directors. One or more Vice Presidents
of the Company may be designated by the Board as Executive
Vice President or Senior Vice President.
6. Secretary. The Secretary shall issue notices for all
meetings, but notice for special meetings of directors called
at the request of three directors, as provided in Section 4,
Article IV, of the By-Laws, may be issued by such directors.
The Secretary shall keep minutes of all meetings, shall have
charge of the seal and the corporate books, and shall make
such reports and perform such other duties as are incident to
his office, or as are properly required of him by the Board of
Directors.
7. Treasurer. The Treasurer shall have the custody of all moneys
and securities of the Company, and shall keep regular books of
<PAGE>
account. He shall disburse the funds of the Company in
payment of the just demands against the Company, or as may be
ordered by the Board of Directors, taking proper vouchers for
such disbursements, and shall render to the Board of Directors
from time to time as may be required of him, an account of all
his transactions as Treasurer and of the financial condition
of the Company. He shall perform all duties incident to his
office, or as are properly required of him by the Board of
Directors.
8. Substitutes. In case any officer of the Company, and any
person herein authorized to act in his place, is absent or
unable to act, the Board of Directors may from time to time
delegate the powers or duties of such officer to any other
officer, director, or other person whom it may select.
9. Vacancies. Vacancies in any office arising from any cause may
be filled by the Board of Directors at any regular or special
meetings.
10. Other Officers. The Board of Directors may appoint such other
officers and agents, who need not be directors, as it shall
deem necessary or expedient, who shall hold their offices for
such terms, and shall exercise such powers and perform such
duties, as shall be determined from time to time by the Board
of Directors.
11. Salaries. The salaries of all officers of the Company shall
be determined by or at the direction of the Board of
Directors.
12. Term of Office. The officers of the Company shall hold office
until their successors are chosen and qualify. Any officer
elected or appointed by the Board of Directors may be removed
at any time, with or without cause, by the affirmative vote of
a majority of the whole Board of Directors.
13. Sureties. The Board of Directors may, by resolution, require
any or all of the officers to give bonds to the Company, with
sufficient surety or sureties, conditioned for the faithful
performance of the duties of their respective offices, and to
comply with such other conditions as may from time to time be
required by the Board of Directors.
ARTICLE VI.
DIVIDENDS AND FINANCE
1. Dividends. Dividends may be declared by the Board of
Directors at any regular or special meeting and paid out of
the net assets of the Company in excess of its capital, or out
of the net profits of the Company to the extent permitted by
the laws of the State of Delaware, and subject to the
conditions and limitations imposed by the Certificate of
Incorporation. The stock transfer books may be closed for the
payment of dividends during such periods, not exceeding sixty
days as from time to time may be fixed by the Board of
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Directors. The Board of Directors, however, without closing
the books of the Company, may declare dividends payable only
to the holders of record at the close of business, on any
business day not more than sixty days prior to the date on
which the dividend is paid.
2. Reserve Fund. Before making any distribution of profits,
there may be set aside out of the net profits of the Company,
such sum or sums as the Board of Directors from time to time
in its absolute discretion deems expedient, as a reserve fund
to meet contingencies, or for equalizing dividends, or for
maintaining any property of the Company, or for any other
purpose, and any profits of any year not distributed as
dividends shall be deemed to have been thus set apart until
otherwise disposed of by the Board of Directors.
3. Execution of Instruments. The Board of Directors or the
Executive Committee, except as in these By-Laws otherwise
provided, may authorize any officer or officers, agent or
agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Company and
such authority may be general or confined to specific
instances; and unless so authorized by the Board of Directors
or the Executive Committee or by the provisions of these
By-Laws, no officer, agent, or employee shall have any power
or authority to bind the Company by any contract or engagement
or to pledge its credit or to render it liable pecuniarily for
any purpose or to any amount.
4. Deposits. All funds of the Company shall be deposited from
time to time to the credit of the Company in such banks, trust
companies, or other depositories as the Board of Directors or
the Executive Committee may select or as may be selected by
any officer or officers, or agent or agents of the Company to
whom such power may from time to time be delegated by the
Board of Directors or by the Executive Committee; and for the
purpose of such deposit the President, a Vice President, the
Treasurer, an Assistant Treasurer, the Secretary, or any other
officer or agent to whom such power may be delegated by the
Board of Directors or by the Executive Committee, may endorse,
assign and deliver checks, drafts and other orders for the
payment of money which are payable to the order of the
Company.
5. Checks, Drafts, Etc. All checks, notes, drafts and other
instruments in writing, for the payment of money, shall be
signed by the President or the Treasurer or an Assistant
Treasurer, or such other officer or officers as shall be
designated by resolution of the Board of Directors or of the
Executive Committee.
6. Fiscal Year. The fiscal year of the Company shall date from
January 1st of each year, unless otherwise provided by the
Board of Directors.
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ARTICLE VII.
BOOKS AND RECORDS
The books, accounts and records of the Company, except as may
be otherwise required by the laws of the State of Delaware,
may be kept outside of the State of Delaware, at such place or
places as the Board of Directors may from time to time
appoint. The Board of Directors shall determine whether and
to what extent the accounts and books of the Company, or any
of them, other than the stock ledger, shall be open to the
inspection of the stockholders, and no stockholder shall have
any right to inspect any account or book or document of the
Company, except as conferred by law or by resolution of the
stockholders or the Board of Directors.
ARTICLE VIII.
NOTICES
1. Notices. Whenever the provisions of law, the Certificate of
Incorporation or these By-Laws require notice to be given to
any director, officer, or stockholder, they shall not be
construed to mean personal notice, except as otherwise
provided pursuant to Section 5 of Article IV; such notice may
be given in writing by depositing the same in a post office or
letter box, in a postpaid, sealed wrapper, addressed to such
director, officer, or stockholder at his or her address as the
same appears in the books of the Company, and the time when
the same shall be mailed shall be deemed to be the time of the
giving of such notice.
2. Waivers of Notice. A waiver of any notice in writing, signed
by a stockholder, director, or officer, whether signed before
or after a meeting, shall be deemed equivalent to a notice
required to be given to any director, officer, or stockholder.
ARTICLE IX.
SEAL
The corporate seal of the Company shall consist of two
concentric circles, between which shall be the name of the
Company, and in the center shall be inscribed the year of its
incorporation and the words "Corporate Seal, Delaware".
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ARTICLE X.
INDEMNIFICATION
1. To the extent not inconsistent with Delaware or other
applicable law in effect from time to time, the Company shall
indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in
right of the Company) by reason of the fact that he is or was
a director, officer, employee or agent of the Company, or is
or was serving at the request of the Company as a director,
officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Company,
and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in
a manner which he reasonably believed to be in or not opposed
to the best interests of the Company, and, with respect to any
criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.
2. To the extent not inconsistent with Delaware or other
applicable law in effect from time to time, the Company shall
indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action
or suit by or in the right of the Company to procure a
judgment in its favor by reason of the fact that he is or was
a director, officer, employee or agent of the Company, or is
or was serving at the request of the Company as a director,
officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement
of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the
best interests of the Company and except that no
indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to
be liable to the Company unless and only to the extent that
the Court of Chancery or the court in which such action or
suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.
3. To the extent that a director, officer, employee or agent of
the Company has been successful on the merits or otherwise in
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defense of any action, suit or proceeding referred to in
subsections 1 and 2, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection therewith.
4. Any indemnification under subsections 1 and 2 (unless ordered
by a court) shall be made by the Company only as authorized in
the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of
conduct set forth in subsections 1 and 2. Such determination
shall be made (a) by the Board of Directors by a majority vote
of a quorum consisting of directors who were not parties to
such action, suit or proceeding, or (b) if such a quorum is
not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal
counsel in a written opinion, or (c) by the stockholders.
5. Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the Company in advance of
the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount if it shall
ultimately be determined that he is not entitled to be
indemnified by the Company as authorized in this Article X.
6. The indemnification and advancement of expenses provided by,
or granted pursuant to, the other subsections of this Article
X shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may
be entitled as a matter of law or which may lawfully be
granted under any agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while
holding such office.
7. The Company shall have power to purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the Company, or is or was
serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity,
or arising out of his status as such, whether or not the
Company would have the power to indemnify him against such
liability under the provisions of this Article X.
8. For purposes of this Article X, references to "the Company"
shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or
is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or
other enterprise, shall stand in the same position under the
provisions of this Article X with respect to the resulting or
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surviving corporation as he would have with respect to such
constituent corporation if its separate existence had
continued.
9. For purposes of this Article X, references to "other
enterprises" shall include employee benefit plans; reference
to "fines" shall include any excise taxes assessed on a person
with respect to any employee benefit plan; and references to
"serving at the request of the Company" shall include any
service as a director, officer, employee or agent of the
Company which imposes duties on, or involves services by, such
director, officer, employee, or agent with respect to an
employee benefit plan, its participants or beneficiaries; and
a person who acted in good faith and in a manner he reasonably
believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of
the Company" as referred to in this Article X.
10. The indemnification and advancement of expenses provided by or
granted pursuant to this Article X shall, unless otherwise
provided when authorized or ratified, continue as to a person
who has ceased to be a director, officer, employee or agent
and shall inure to the benefit of the heirs, executors and
administrators of such a person.
ARTICLE XI.
AMENDMENTS
The By-Laws of the Company may be amended or repealed by the
affirmative vote of a majority of the members of the Board of
Directors at any regular meeting of the Board or at any
special meeting thereof called for that purpose. Any
provision of the By-Laws adopted by the Board of Directors may
be amended or repealed by the holders of not less than a
majority of the combined voting power of the outstanding
shares of capital stock of the Company entitled to vote
thereon at any annual or special meeting which is called in
accordance with the provisions of these By-Laws and for which
notice of such business has been properly given.
