SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
MBIA INC.
(Exact Name of Registrant as Specified in Its Charter)
CONNECTICUT 06-1185706
(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
113 KING STREET, ARMONK, NEW YORK 10504
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. / / box. / /
Securities Act registration statement file
number to which this form relates: ________________________
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
--------------------- ------------------------------
Common Stock, par value New York Stock Exchange
$1.00 per share
Rights to Purchase Junior New York Stock Exchange
Participating Cumulative
Preferred Stock, par value
$1.00 per share, of the Registrant
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
-------------------------------------------------------
This Amendment to Form 8-A is being filed to reflect the amendment of
the By-laws (the "By-laws") of MBIA Inc. on March 19, 1998.
Page 2 of 5
A copy of the By-laws is attached as Exhibit 1 hereto and is
incorporated herein by reference.
Item 2. Exhibits
--------
1. By-laws As Amended as of March 19, 1998
Page 3 of 5
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment to its Registration
Statement to be signed on its behalf by the undersigned, who is duly authorized.
MBIA INC.
Date: May 29, 1998 By /s/ Louis G. Lenzi
-------------------
Name: Louis G. Lenzi
Title: Secretary
Page 4 of 5
Exhibit Index
-------------
Exhibit No. Description Page
- ----------- ------------ ----
1 By-laws As Amended
as of March 19, 1998
Page 5 of 5
<PAGE>
MBIA INC.
BY-LAWS
As Amended as of
March 19, 1998
<PAGE>
MBIA Inc.
BY-LAWS
TABLE OF CONTENTS
SECTION PAGE
ARTICLE I
SHAREHOLDERS
1.01 Annual Meetings . . . . . . . . . . . . . . . . . . . . 1
1.02 Special Meetings . . . . . . . . . . . . . . . . . . . 1
1.03 Notice of Meetings; Waiver. . . . . . . . . . . . . . . 1
1.04 Quorum. . . . . . . . . . . . . . . . . . . . . . . . . 2
1.05 Voting . . . . . . . . . . . . . . . . . . . . . . . . 2
1.06 Adjournment . . . . . . . . . . . . . . . . . . . . . . 2
1.07 Proxies . . . . . . . . . . . . . . . . . . . . . . . . 3
1.08 Organization; Procedure . . . . . . . . . . . . . . . . 3
1.09 Order of Business . . . . . . . . . . . . . . . . . . . 3
ARTICLE II
BOARD OF DIRECTORS
2.01 General Powers . . . . . . . . . . . . . . . . . . . . 5
2.02 Number . . . . . . . . . . . . . . . . . . . . . . . . 5
2.03 Qualifications of Directors . . . . . . . . . . . . . . 5
2.04 Election and Term of Directors . . . . . . . . . . . . 5
2.05 Regular Meetings . . . . . . . . . . . . . . . . . . . 6
2.06 Special Meetings; Notice . . . . . . . . . . . . . . . 6
2.07 Quorum; Voting . . . . . . . . . . . . . . . . . . . . 6
2.08 Adjournment . . . . . . . . . . . . . . . . . . . . . . 7
2.09 Action Without a Meeting . . . . . . . . . . . . . . . 7
2.10 Regulations; Manner of Acting . . . . . . . . . . . . . 7
2.11 Resignations . . . . . . . . . . . . . . . . . . . . . 7
2.12 Removal of Directors . . . . . . . . . . . . . . . . . 7
2.13 Vacancies and Newly Created
Directorships . . . . .. . . . . . . . . . . . . . 7
2.14 Compensation . . . . . . . . . . . . . . . . . . . . . 8
2.15 Action by Telephonic Communications . . . . . . . . . . 8
<PAGE>
ARTICLE III
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
3.01 How Constituted . . . . . . . . . . . . . . . . . . . . 8
3.02 Powers . . . . . . . . . . . . . . . . . . . . . . . . 8
3.03 Proceedings . . . . . . . . . . . . . . . . . . . . . . 9
3.04 Quorum and Manner of Acting . . . . . . . . . . . . . . 9
3.05 Resignations . . . . . . . . . . . . . . . . . . . . . 10
3.06 Removal . . . . . . . . . . . . . . . . . . . . . . . . 10
3.07 Vacancies . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE IV
OFFICERS
4.01 Number . . . . . . . . . . . . . . . . . . . . . . . . 10
4.02 Election . . . . . . . . . . . . . . . . . . . . . . . 10
4.03 Removal and Resignation; Vacancies . . . . . . . . . . 10
4.04 Authority and Duties of Officers . . . . . . . . . . . 11
4.05 The Chairman . . . . . . . . . . . . . . . . . . . . . 11
4.06 The Secretary . . . . . . . . . . . . . . . . . . . . 11
4.07 Additional Officers . . . . . . . . . . . . . . . . . 12
4.08 Security . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE V
CAPITAL STOCK
5.01 Certificates of Stock . . . . . . . . . . . . . . . . 12
5.02 Lost, Stolen or Destroyed Certificates . . . . . . . . 13
5.03 Transfers of Stock; Registered
Shareholders . . . . . . . . . . . . . . . . . . . 13
5.04 Record Date . . . . . . . . . . . . . . . . . . . . . 13
5.05 Transfer Agent and Registrar . . . . . . . . . . . . . 14
<PAGE>
ARTICLE VI
OFFICES
6.01 Registered Office . . . . . . . . . . . . . . . . . . 14
6.02 Other Offices . . . . . . . . . . . . . . . . . . . . 14
ARTICLE VII
GENERAL PROVISIONS
7.01 Dividends . . . . . . . . . . . . . . . . . . . . . . . 15
7.02 Reserves . . . . . . . . . . . . . . . . . . . . . . . 15
7.03 Execution of Instruments . . . . . . . . . . . . . . . 15
7.04 Deposits . . . . . . . . . . . . . . . . . . . . . . . 15
7.05 Checks, Drafts, etc. . . . . . . . . . . . . . . . . . 15
7.06 Sale, Transfer, etc. of Securities . . . . . . . . . . 15
7.07 Voting as Shareholder . . . . . . . . . . . . . . . . 16
7.08 Fiscal Year . . . . . . . . . . . . . . . . . . . . . 16
7.09 Seal . . . . . . . . . . . . . . . . . . . . . . . . . 16
7.10 Books and Records; Inspection . . . . . . . . . . . . 16
ARTICLE VIII
AMENDMENT OF BY-LAWS
8.01 Amendment . . . . . . . . . . . . . . . . . . . . . . 16
<PAGE>
BY-LAWS
ARTICLE I
SHAREHOLDERS
Section 1.01. ANNUAL MEETINGS. The Annual Meeting of the
shareholders of the Corporation for the election of Directors and for
the transaction of such other business as properly may come before
such meeting shall be held on the first Thursday in May at 10:00 A.M.
at such place, either within or without the State of Connecticut, or
at such other date and hour as may be fixed from time to time by
resolution of the Board of Directors and set forth in the notice or
waiver of notice of the meeting. Any previously scheduled Annual
Meeting may be postponed by resolution of the Board of Directors upon
notice given on or prior to the date previously scheduled for such
Annual Meeting of the shareholders. [Section 33-695(a)(b).]{1}
Section 1.02. SPECIAL MEETINGS. Special Meetings of the
shareholders may be called at any time by the Chairman, the Vice
Chairman, the Secretary, or any two Directors. A Special Meeting
shall be called by the Chairman or the Vice Chairman, immediately upon
receipt of a written request therefor delivered to the Secretary of
the Corporation by shareholders holding not less than 10% of the
voting power of all shares entitled to vote at the meeting, which
request shall state the purpose or purposes of such meeting. If the
Chairman or the Vice Chairman shall fail to call such meeting within
15 days after receipt of such request, any shareholder executing such
request may call such meeting. Such Special Meetings of the
shareholders shall be held at such places, within or without the State
of Connecticut, as shall be specified in the respective notices or
waivers of notice thereof. At any Special Meeting of shareholders,
only such business may be transacted as is related to the purposes set
forth in the notice thereof. [Section 33-696.]
Section 1.03. NOTICE OF MEETINGS: WAIVER. A notice in
writing of each meeting of shareholders shall be given by or at the
direction of the Chairman or the Vice Chairman or Secretary or the
officer or person calling the meeting to each shareholder of record
entitled to vote at such meeting, by leaving such notice with the
shareholder or at the shareholder's residence or usual place of
business, or by mailing a copy thereof addressed to such shareholder
at the last-known post-office address as last shown on the
stock records of the Corporation, postage prepaid, not less than ten
days nor more than 60 days before the date of the meeting. Each
notice of a meeting of shareholders shall state the place, date and
hour of the meeting. The general purpose or purposes for which a
Special Meeting is called shall be stated in the notice thereof, and
no other business shall be transacted at the meeting.
No notice of any meeting of shareholders need be given
to any shareholder who submits a signed waiver of notice, in person or
by proxy, whether before or after the meeting. Neither the business
to be transacted at, nor the purpose of, any regular or special
meeting of the shareholders need be specified in a written waiver of
notice. The Secretary of the Corporation shall cause any such waiver
to be filed with the records of the meeting. The attendance of any
shareholder, in person or by proxy, at a meeting of shareholders
without protesting, prior to or at the commencement of the meeting,
the lack of proper notice shall be deemed to be a waiver by such
shareholder of notice of such meeting.
Except as set forth in Section 1.06 of these By-Laws,
notice of any adjourned meeting of the shareholders of the Corporation
need not be given. [Sections 33-699, 33-700.]
Section 1.04. QUORUM. Except as otherwise required by
law or by the Certificate of Incorporation, the presence in person or
by proxy of the holders of a majority of the shares of stock entitled
to vote at any meeting of shareholders shall constitute a quorum for
the transaction of business at such meeting. The shareholders present
at a duly held meeting at which a quorum is present may continue to do
business for the remainder of the meeting and any adjournment of it
unless a new record date is or must be set for the adjourned meeting,
notwithstanding the withdrawal of enough shareholders to leave less
than a quorum. [Section 33-709.]
Section 1.05. VOTING. Every holder of record of
shares entitled to vote at a meeting of shareholders shall be entitled
to one vote for each share standing in his or her name on the books of
the Corporation on the record date fixed pursuant to Section 5.04 of
these By-Laws. Shares standing in the name of another domestic or
foreign corporation of any type or kind may be voted by such officer,
agent or proxy as the By-Laws of such corporation may provide, or in
the absence of such provision, as the Board of Directors of such
Corporation may determine. If a meeting of shareholders is duly held
and if a quorum exists, action on a matter, other than the election of
Directors, is approved by the shareholders if the votes cast by the
shareholders favoring the action exceed the votes cast opposing the
action, unless the Certificate of Incorporation, these By-laws or the
law requires a greater number of affirmative votes. [Sections 33-705,
33-709.]
Section 1.06. ADJOURNMENT. If a quorum is not present
at any meeting of the shareholders, the shareholders present in person
or by proxy shall have the power to adjourn any such meeting until a
quorum is present, without notice other than announcement at any such
meeting of the place, date and hour to which such meeting is
adjourned. However, if after the adjournment the Board of Directors
fixes a new record date for the adjourned meeting pursuant to Section
5.04 of these By-Laws, a notice of the adjourned meeting, conforming
to the requirements of Section 1.03 hereof, shall be given to each
shareholder of record entitled to vote at such meeting. The holders
of a majority of the voting power of the shares entitled to vote
represented at a meeting may adjourn such meeting from time to time.
At any adjourned meeting at which a quorum is present, any business
may be transacted that might have been transacted on the original date
of the meeting. [Section 33-699(e).]
Section 1.07. PROXIES. Every person entitled to vote
or execute consents, waivers or releases in respect of shares may do
so either in person or by one or more agents authorized by a written
proxy executed by such person. No such proxy shall be voted or acted
upon after the expiration of 11 months from the date of such proxy,
unless it expressly specifies a longer length of time for which it is
to continue in force or limits its use to a particular meeting not yet
held. Every proxy shall be revocable at the will of the shareholder
executing it, unless it states that it is irrevocable and the
appointment of proxy is coupled with an interest. An appointment of a
proxy is effective when received by the Secretary of the Corporation
or other officer or agent authorized to tabulate votes. [Section 33-
706.]
Section 1.08. ORGANIZATION; PROCEDURE. At every
meeting of shareholders the presiding officer shall be the Chairman
or, in the event of his absence or disability, the Vice Chairman, or
in the absence of such officers, a presiding officer chosen by a
majority of the shareholders present in person or by proxy. The order
of business and all other matters of procedure at every meeting of
shareholders may be determined by such presiding officer. The
Secretary, or, in his absence, an appointee of the presiding officer,
shall act as Secretary of the meeting.
Section 1.09. ORDER OF BUSINESS.
(a) At any Annual Meeting or Special Meeting of the
shareholders, only such business shall be conducted as
shall have been brought before the Annual Meeting or
the Special Meeting (i) by or at the direction of the
Board of Directors or (ii) by any shareholder who
complies with the procedures set forth in this Section
1.09.
(b) For business properly to be brought before an Annual
Meeting or Special Meeting by a shareholder, the
shareholder must have given timely notice thereof in
proper written form to the Secretary of the
Corporation. To be timely, a shareholder's notice must
be delivered to or mailed and received at the principal
executive offices of the Corporation not less than 60
days nor more than 90 days prior to the Annual Meeting
or Special Meeting; provided, however, that in the
event that less than 70 days' notice or prior public
disclosure of the date of the Annual Meeting or Special
Meeting is given or made to shareholders, notice by the
shareholder to be timely must be received not later
than the close of business on the tenth day following
the day on which such notice of the date of the Annual
Meeting or Special Meeting was mailed or such public
disclosure was made. To be in proper written form, a
shareholder's notice to the Secretary shall set forth
in writing as to each matter the shareholder proposes
to bring before the Annual Meeting or Special Meeting:
(i) a brief description of the business desired to be
brought before the Annual Meeting or Special Meeting
and the reasons for conducting such business at the
Annual Meeting or Special Meeting; (ii) the name and
address, as they appear on the Corporation's books, of
the shareholder proposing such business; (iii) the
class and number of shares of the Corporation which are
beneficially owned by the shareholder; and (iv) any
material interest of the shareholder in such business.
Notwithstanding anything in the By-Laws to the
contrary, no business shall be conducted at an Annual
Meeting or Special Meeting except in accordance with
the procedures set forth in this Section 1.09. The
chairman of an Annual Meeting or Special Meeting shall,
if the facts warrant, determine and declare to the
Meeting, that business was not properly brought before
such Meeting in accordance with the provisions of this
Section 1.09 and, if he or she should so determine, he
or she shall so declare to such meeting and any such
business not properly brought before such meeting shall
not be transacted.
(c) For a shareholder to nominate persons for election to
the Board of Directors of the Corporation, the
shareholder may nominate persons for election as
Directors only if such intention to make such
nomination is given by timely notice thereof in proper
written form to the Secretary of the Corporation. To
be timely, a shareholder's notice of nomination must be
delivered to or mailed and received at the principal
offices of the Corporation not less than 60 days nor
more than 90 days prior to the Annual Meeting or
Special Meeting at which Directors will be elected;
provided however, that in the event that less than 70
days' notice or prior public disclosure of the date of
such meeting is given or made to shareholders, notice
by the shareholder to be timely must be received not
later than the close of business on the tenth day
following the day on which such notice of the date of
such meeting was mailed or such public disclosure was
made. To be in proper written form, a shareholder's
notice to the Secretary shall set forth in writing (a)
as to each person whom the shareholder proposes to
nominate for election or re-election as a Director, (i)
the name, age, business address and residence address
of such person, (ii) the principal occupation or
employment of such person, (iii) the class and number
of shares of stock of the Corporation which are
beneficially owned by such person and (iv) any other
information relating to such person that is required to
be disclosed in solicitations of proxies for election
of Directors, or is otherwise required under the rules
and regulations of the Securities and Exchange
Commission (including without limitation such person's
written consent to being named in the proxy statement
as a nominee and to serving as a Director if elected)
and (b) as to the shareholder giving the notice, (i)
the name and address, as they appear on the
Corporation's books, of such shareholder and, (ii) the
class and number of shares of stock of the Corporation
which are beneficially owned by such shareholder. The
chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination
was not made in accordance with the procedures of this
Section 1.09 and, if the chairman of the meeting should
so determine, he or she shall so declare to the meeting
and the defective nomination shall be disregarded.
ARTICLE II
BOARD OF DIRECTORS
Section 2.01. GENERAL POWERS. All the powers of the
Corporation shall be exercised by or under the authority of the Board
of Directors, and except as may otherwise be provided by law, by the
Certificate of Incorporation or by these By-Laws, the business and
affairs of the Corporation shall be managed by or under the direction
of its Board of Directors. [Section 33-735(b).]
Section 2.02. NUMBER. The number of Directors constituting
the entire Board of Directors shall be not less than three and not
more than 15, and the number of directorships at any time within such
maximum and minimum shall be the number fixed by resolution of the
shareholders or by resolution adopted by a 66-2/3% vote of the Board
of Directors or, in the absence thereof, shall be the number of
Directors elected at the preceding Annual Meeting of shareholders
[Section 33-737.]
Section 2.03. QUALIFICATIONS OF DIRECTORS. Directors need
not be residents of the State of Connecticut or shareholders of the
Corporation. [Section 33-736.]
Section 2.04. ELECTION AND TERM OF DIRECTORS. Except as
otherwise provided in Section 2.14 of these By-Laws, the Directors
shall be elected at each Annual Meeting of the shareholders to hold
office until the next Annual Meeting of shareholders. Each Director
shall hold office for the term for which he or she is elected and
until such director's successor has been duly elected and qualified,
or until a earlier death, resignation, removal or a court order
stating that by reason of incompetency or any other lawful cause, he
or she is no longer a Director in office. If the Annual Meeting for
the election of Directors is not held on the date designated therefor,
the Directors shall cause the meeting to be held as soon thereafter as
convenient. At each meeting of the shareholders for the election of
Directors, at which a quorum is present, the Directors shall be
elected by a plurality of the votes cast by the holders of shares
entitled to vote in such election. [Sections 33-712, 33-737, 33-739]
Section 2.05. REGULAR MEETINGS. The Board of Directors
shall meet for the purpose of electing officers and appointing
committees, if any, and for the transaction of such other business as
may properly come before such meeting, immediately following
adjournment of the Annual Meeting of the shareholders at the place of
such Annual Meeting of the shareholders. Notice of such meeting of
the Board of Directors need not be given. Additional regular meetings
of the Directors may be held at such places, dates and times as shall
be determined from time to time by resolution of the Directors.
Notice of regular meetings need not be given, except that if the Board
of Directors shall fix or change the time or place of any such regular
meeting, notice of such action shall be mailed promptly, or sent by
telegram or facsimile, to each Director who shall not have been
present at the meeting at which such action was taken, addressed to
such Director at his or her usual place of business, or shall be
delivered personally. Notice of such action need not be given to any
Director who attends the first regular meeting after such action is
taken without protesting the lack of notice, prior to or at the
commencement of such meeting, or to any Director who submits a signed
waiver of notice, whether before or after such meeting. [Sections 33-
748, 33-750.]
Section 2.06. SPECIAL MEETINGS; NOTICE. Special Meetings
of the Board of Directors shall be held whenever called by the
Chairman, the Vice Chairman, the Secretary or any two Directors, at
such place (within or without the State of Connecticut), as may be
specified in the respective notices or waivers of notice of such
meetings. At least two days' written or oral notice of Special
Meetings of the Board of Directors shall be given to each Director. A
written waiver of notice signed by a Director entitled to such notice,
whether before or after the time stated therein, shall be equivalent
to the giving of such notice. The Secretary of the Corporation shall
cause any such waiver to be filed with the records of the meeting.
The attendance of a Director at a meeting without protesting, prior to
or at the commencement of the meeting, the lack of proper notice shall
be deemed to be a waiver by such Director of notice of such meeting.
No notice need be given of any adjourned meeting, unless the time and
place of the adjourned meeting are not announced at the time of
adjournment, in which case notice conforming to the requirements of
this section shall be given to each Director. [Sections 33-750, 33-
751.]
Section 2.07. QUORUM; VOTING. Except as provided in the
Certificate of Incorporation of this Corporation, a majority of the
number of directorships at the time shall constitute a quorum for the
transaction of business. Except as otherwise provided herein,
required by law or the Certificate of Incorporation of this
Corporation, the vote of a majority of the Directors present at any
meeting at which a quorum is present shall be the act of the Board of
Directors. [Section 33-752.]
Section 2.08. ADJOURNMENT. A majority of the Directors
present, whether or not quorum is present, may adjourn any meeting of
the Board of Directors to another time or place. Notice of the
adjourned meeting shall be given to the extent required by Section
2.05 of these By-Laws.
Section 2.09. ACTION WITHOUT A MEETING. If all the
Directors severally or collectively consent in writing to any action
taken or to be taken by the Corporation, and the number of such
Directors constitutes a quorum for such action, such action shall be
as valid corporate action as though it had been authorized at a
meeting of the Board of Directors. The Secretary shall file such
consents with the minutes of the meetings of the Board of Directors.
[Section 33-749.]
Section 2.10. REGULATIONS; MANNER OF ACTING. To the extent
consistent with applicable law, the Certificate of Incorporation and
these By-Laws, the Board of Directors may adopt such rules and
regulations for the conduct of meetings of the Board of Directors and
for the management of the affairs and business of the Corporation as
the Board of Directors may deem appropriate. The Directors shall act
only as a Board, and the individual Directors shall have no power as
such. At every meeting of the Board of Directors, the presiding
officer shall be the Chairman or, in the event of his or her absence
or disability, a presiding officer chosen by a majority of the
Directors present.
Section 2.11. RESIGNATIONS. Any Director may resign at any
time by delivering a written notice of resignation, signed by such
Director, to the Board of Directors. Such resignation shall be
effective immediately upon receipt by the Corporation if no time is
specified, or at such later time as the resigning Director may
specify. [Section 33-741.]
Section 2.12. REMOVAL OF DIRECTORS. Any Director or
Directors my be removed either with or without cause at any time by
the affirmative vote of the holders of a majority of all the shares of
stock outstanding and entitled to vote, at a Special Meeting of the
shareholders called for such purpose, which purpose must be set forth
in the notice of the meeting. [Section 33-742.]
Section 2.13. VACANCIES AND NEWLY CREATED DIRECTORSHIPS.
Subject to the provisions of Section 2.02 hereof, any newly created
directorships resulting from any increase in the number of Directors
and any vacancies occurring on the Board of Directors for any other
reason shall be filled for the unexpired term by a vote of 66-2/3% of
the Board of Directors (measuring the percentage of the directorships
on the Board of Directors, in the case of any vacancy occurring by
reason of an increase in the number of directorships, by the
percentage prior to the vote on the increase). [Section 33-744.]
Section 2.14. COMPENSATION. The amount, if any, which each
Director shall be entitled to receive as compensation for his or her
services as such shall be approved from time to time by the Board of
Directors. [Section 33-745.]
Section 2.15. ACTION BY TELEPHONIC COMMUNICATIONS. Members
of the Board of Directors, or any Committee designated by the Board,
may participate in a meeting of the Board of Directors or such
Committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting
can hear each other at the same time. Participation in a meeting
pursuant to this provision shall constitute presence in person at such
meeting. [Section 33-748(b).]
ARTICLE III
EXECUTIVE COMMITTEE, AUDIT COMMITTEE AND OTHER COMMITTEES
Section 3.01. HOW CONSTITUTED. The Board of Directors, by
resolution or resolutions adopted by a vote of 66-2/3% of the Board of
Directors, may designate two or more Directors to constitute an
Executive Committee, an Audit Committee or other Committees. The
Board may so designate one or more Directors as alternate member(s) of
any Committee who may replace any absent or disqualified member(s) at
any meeting of the Committee. Any such Committee may be abolished or
redesignated from time to time by resolution or resolutions similarly
adopted by the Board of Directors. Each such Committee shall serve at
the pleasure of the Board of Directors. Each member of any such
Committee shall hold office until a successor shall have been
designated or until such member shall cease to be a Director, or until
his or her earlier death, resignation or removal. [Section 33-753.]
Section 3.02. POWERS. During the intervals between the
meetings of the Board of Directors, unless otherwise provided from
time to time by resolutions adopted by a vote of 66-2/3% of the Board
of Directors, the Executive Committee, if such a Committee shall have
been established, shall have and may exercise all the powers of the
Board of Directors in the management of the business and affairs of
the Corporation, subject to the limitations set forth below. No
Committee, including the Executive Committee, shall have any power or
authority in reference to the following matters:
(a) the declaration of any distribution or dividend in
respect of shares of stock of the Corporation;
(b) approving or proposing to shareholders any action as to
which shareholder approval is required by law;
(c) the filling of vacancies on the Board of Directors or on
any Committee thereof;
(d) the amendment of the Certificate of Incorporation
pursuant to Section 33-796 of the Connecticut Business
Corporation Act;
(e) the amendment or repeal of the By-Laws, or the adoption
of new By-Laws;
(f) the approval of a plan of merger not requiring
shareholder approval;
(g) the authorization or approval of the reacquisition of
shares, except according to a formula or method prescribed by the
Board of Directors; or
(h) the authorizing or approving of the issuance or sale or
contract for sale of shares, or the determination of the
designation and relative rights, preferences and limitations of a
class or series of shares, except that the Board of Directors may
authorize a Committee or a senior executive officer of the
Corporation to do so within limits specifically prescribed by the
Board of Directors.
Subject to the foregoing limitations, each other such Committee shall
have and may exercise such powers of the Board as may be provided by
resolution or resolutions similarly adopted. [Section 33-753(e)(f).]
Section 3.03. PROCEEDINGS. Any such Committee may fix
its own rules of procedure and may meet at such place (within or
without the State of Connecticut), at such date and time and upon such
notice, if any, as it shall determine from time to time. Such
Committee shall keep a record of its proceedings and shall report any
such proceedings to the Board of Directors at the first meeting of the
Board of Directors following any such proceedings.
Section 3.04. QUORUM AND MANNER OF ACTING. Except as
may be otherwise provided in the resolution designating any such
Committee, at all meetings of any such Committee the presence of
members constituting a majority of the total authorized membership of
such Committee, but in no event less than two, shall constitute a
quorum for the transaction of business; and the act of the majority of
the members present at any meeting at which a quorum is present, but
in no event less than two, shall be the act of such Committee. Any
action required or permitted to be taken at any meeting of any such
Committee may be taken without a meeting, if all members of such
Committee shall consent to such action in writing and such writing or
writings are filed with the proceedings of the Committee. The members
of any such Committee shall act only as a Committee, and the
individual members of such Committee shall have no power as such.
[Sections 33-749, 33-752, 33-753(d).]
Section 3.05. RESIGNATIONS. Any member of any
Committee may resign at any time by delivering a written notice of
resignation, signed by such member, to the Board of Directors. Unless
otherwise specified therein, such resignation shall take effect upon
delivery.
Section 3.06. REMOVAL. Any member of any such
Committee may be removed at any time, with or without cause, by
resolution adopted by a vote of 66-2/3% of the Board of Directors.
Section 3.07. VACANCIES. If any vacancy shall occur
in any such Committee, by reason of disqualification, death,
resignation, removal or otherwise, the remaining members shall
continue to act, if they are at least two in number, and any such
vacancy may be filled by resolution adopted by a vote of 66-2/3% of
the Board of Directors.
ARTICLE IV
OFFICERS
Section 4.01. NUMBER. The officers of the Corporation
shall be elected by the Board of Directors and shall include a
Chairman, a Vice Chairman, a Secretary and such other officers as the
Board may appoint from time to time. Any two or more offices may be
held by the same person. No officer , except the Chairman, need be a
Director of the Corporation. [Section 33-763.]
Section 4.02. ELECTION. Unless otherwise determined
by the Board of Directors, the officers of the Corporation shall be
elected by the Board of Directors at the first meeting of the Board of
Directors following each annual meeting of the shareholders, and shall
be elected to hold office until the first meeting of the Board
following the next succeeding annual meeting of the shareholders.
Each officer shall hold office until a successor has been elected and
qualified, or until such officer's earlier death, resignation or
removal.
Section 4.03. REMOVAL AND RESIGNATION; VACANCIES. Any
officer may be removed with or without cause at any time by the Board
of Directors, but without prejudice to such officer's contract rights,
if any. Any officer may resign at any time by delivering a written
notice of resignation, signed by such officer, to the Board of
Directors. Unless otherwise specified therein, such resignation shall
take effect upon delivery. Any vacancy occurring in any office of the
Corporation by death, resignation, removal or otherwise, shall be
filled by the Board of Directors. [Section 33-766.]
Section 4.04. AUTHORITY AND DUTIES OF OFFICERS. The
officers of the Corporation shall have such authority and shall
exercise such powers and perform such duties as may be specified in
these By-Laws, except that in any event each officer shall exercise
such powers and perform such duties as may be required by law.
Section 4.05. THE CHAIRMAN. The Chairman shall have
the following powers and duties:
(a) He or she shall perform such duties, in addition to
those specified below, as may be assigned by the Board of
Directors.
(b) He or she shall preside at all shareholders'
meetings.
(c) He or she shall preside at all meetings of the
Board of Directors.
Section 4.06. THE SECRETARY. The Secretary shall have
the following powers and duties:
(a) He or she shall keep or cause to be kept a record
of all the proceedings of the meetings of the shareholders
and of the Board of Directors in books provided for that
purpose.
(b) He or she shall cause all notices to be duly given
in accordance with the provisions of these By-Laws and as
required by law.
(c) Whenever any Committee shall be appointed pursuant
to a resolution of the Board of Directors, he or she shall
furnish a copy of such resolution to the members of such
Committee.
(d) He or she shall be the custodian of the records and
of the seal of the Corporation and cause such seal (or a
facsimile thereof) to be affixed to all certificates
representing shares of the Corporation prior to the issuance
thereof and to all instruments the execution of which on
behalf of the Corporation under its seal shall have been
duly authorized in accordance with these By-Laws, and when
so affixed he or she may attest the same.
(e) He or she shall properly maintain and file all
books, reports, statements, certificates and all other
documents and records required by law, the Certificate of
Incorporation or these By-Laws.
(f) He or she shall have charge of the stock books and
ledgers of the Corporation and shall cause the stock and
transfer books to be kept in such manner as to show at any
time the number of shares of stock of the Corporation of
each class issued and outstanding, the names (alphabetically
arranged) and the addresses of the holders of record of such
shares, the number of shares held by each holder and the
date as of which each became such holder of record.
(g) He or she shall sign certificates representing
shares of the stock of the Corporation the issuance of which
shall have been authorized by the Board of Directors.
(h) He or she shall perform, in general, all duties
incident to the office of Secretary and such other duties as
may be given to him or her by these By-Laws or as may be
assigned to him or her from time to time by the Board of
Directors, the Chairman or the Vice Chairman.
Section 4.07. ADDITIONAL OFFICERS. The Board of
Directors may elect such other officers and agents as it may deem
appropriate, and such other officers and agents shall hold their
offices for such terms and shall exercise such powers and perform such
duties as may be determined from time to time by the Board of
Directors.
Section 4.08. SECURITY. The Board of Directors
may require any officer or agent of the Corporation to provide
security for the faithful performance of his or her duties, in such
amount and of such character as may be determined from time to time by
the Board of Directors.
ARTICLE V
CAPITAL STOCK
Section 5.01. CERTIFICATES OF STOCK. Every holder of
stock in the Corporation shall be entitled to a certificate or
certificates certifying the number of shares owned by him or her in
such Corporation. Share certificates may be under seal, or facsimile
seal, of the Corporation and shall be signed by (1) the Chairman and
by the Secretary or (2) by any two officers of the Corporation so
authorized to sign by a resolution of the Board of Directors, except
that such signatures may be facsimile if such certificate is signed by
a transfer agent, transfer clerk acting on behalf of such corporation
or registrar. Each certificate representing shares shall set forth
upon the face thereof as at the time of the issue: (1) The name of the
Corporation; (2) a statement that the Corporation is organized under
the laws of Connecticut; (3) the name of the person to whom issued, or
that the same is issued to bearer; (4) the number, class and
designation of series, if any, of shares which such certificate
represents; and (5) the par value of each share represented by such
certificate or a statement that the shares are without par value. The
Board of Directors of the Corporation may provide by resolution that
some or all of any or all classes and series of its shares shall be
uncertificated shares, provided that such resolution shall not apply
to shares represented by a certificate until such certificate is
surrendered to the Corporation. Within a reasonable time after the
issuance of uncertificated shares, the Corporation shall send to the
registered owner thereof a written notice containing the information
required to be set forth or stated on certificates. [Section 33-676.]
Section 5.02. LOST, STOLEN OR DESTROYED CERTIFICATES.
The Board of Directors may direct that a new certificate be issued in
place of any certificate previously issued by the Corporation alleged
to have been lost, stolen or destroyed, upon delivery to the Board of
Directors of an affidavit of the owner or owners of such certificate,
setting forth such allegation. The Board of Directors may require the
owner of such lost, stolen or destroyed certificate, or his legal
representative, to give the Corporation a bond sufficient to indemnify
it against any claim that may be made against it on account of the
alleged loss, theft or destruction of any such certificate or the
issuance of any such new certificate.
Section 5.03. TRANSFERS OF STOCK; REGISTERED SHAREHOLDERS.
(a) Shares of stock of the Corporation shall be
transferable only upon the books of the Corporation kept for such
purpose upon surrender to the Corporation or its transfer agent or
agents of a certificate (unless such shares shall be uncertificated
shares) representing shares, duly endorsed or accompanied by
appropriate evidence of succession, assignment or authority to
transfer. Within a reasonable time after the transfer of
uncertificated shares, the Corporation shall send to the registered
owner thereof a written notice containing the information required to
be set forth or stated on certificates.
(b) The Board of Directors, subject to these By-Laws,
may make such rules, regulations and conditions as it may
deem expedient concerning the subscription for, issue,
transfer and registration of, shares of stock. Except as
otherwise provided by law, the Corporation, prior to due
presentment for registration of transfer, may treat the
registered owner of shares as the person exclusively
entitled to vote, to receive notifications, and otherwise
to exercise all the rights and powers of an owner. [Section
33-678.]
Section 5.04. RECORD DATE. For the purpose of
determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, to demand a
special meeting or entitled to receive payment of any distribution, or
for any other proper purpose, the Board of Directors may provide that
the stock transfer books shall be closed for a stated period but such
period shall not exceed, in any case, 70 days. If the stock transfer
books are closed for the purpose of determining shareholders entitled
to notice of or to vote at a meeting of shareholders, such books shall
be closed for at least 10 full days immediately preceding the date of
such meeting. In lieu of closing the stock transfer books, the Board
of Directors by resolution may fix a date as the record date for any
such determination of shareholders, such date in any case to be not
earlier than the date such action is taken by the Board of Directors
and not more than 70 days, and, in case of a meeting of shareholders,
not less than 10 full days, immediately preceding the date on which
the particular event, requiring such determination of shareholders, is
to occur. When a determination of shareholders of record entitled to
notice of or to vote at any meeting of shareholders has been made as
provided in this Section 5.04, such determination shall apply to any
adjournment thereof, unless the Board of Directors fixes a new record
date for the adjourned meeting, which it shall do if the meeting is
adjourned to a date more than 120 days after the date fixed for the
original meeting. [Section 33-701.]
Section 5.05. TRANSFER AGENT AND REGISTRAR. The Board
of Directors may appoint one or more transfer agents and one or more
registrars, and may require all certificates representing shares to
bear the signature of any such transfer agents or registrars. The
same person may act as transfer agent and registrar for the
Corporation.
ARTICLE VI
OFFICES
Section 6.01. REGISTERED OFFICE. The registered
office of the Corporation in the State of Connecticut shall be located
in the City of Hartford. [Section 33-660.]
Section 6.02. OTHER OFFICES. The Corporation may
maintain offices or places of business at such other locations within
or without the State of Connecticut as the Board of Directors may from
time to time determine or as the business of the Corporation may
require.
<PAGE>
ARTICLE VII
GENERAL PROVISIONS
Section 7.01. DIVIDENDS. Subject to any applicable
provisions of law and the Certificate of Incorporation, dividends or
other distributions upon the outstanding shares of the Corporation may
be declared by the Board of Directors at any regular or Special
Meeting of the Board of Directors and any such dividend or
distribution may be paid in case, property or the Corporation's own
shares. [Section 33-674, 33-687.]
Section 7.02. RESERVES. There may be set apart
from time to time out of any funds of the Corporation available for
dividends such reserve or reserves as the Board of Directors may deem
appropriate and the Board of Directors may similarly modify or abolish
any such reserve.
Section 7.03. EXECUTION OF INSTRUMENTS. Subject to
the approval of the Board of Directors, the Chairman, the Vice
Chairman, the Secretary or any other officer may enter into any
contract or execute and deliver any instrument in the name and on
behalf of the Corporation. The Board of Directors may authorize any
other officer or agent to enter into any contract or execute and
deliver any instrument in the name and on behalf of the Corporation.
Any such authorization may be general or limited to specific contracts
or instruments.
Section 7.04. DEPOSITS. Any funds of the Corporation
may be deposited from time to time in such banks, trust companies or
other depositories as may be determined by the Board of Directors or
by such officers or agents as may be authorized by the Board of
Directors to make such determination.
Section 7.05. CHECKS, DRAFTS, ETC. All notes, drafts,
bills of exchange, acceptances, checks, endorsements and other
evidences of indebtedness of the corporation, and its orders for the
payment of money shall be signed by such officer or officers or such
agent or agents of the Corporation, and in such manner, as the Board
of Directors, the Chairman or the Vice Chairman from time to time may
determine.
Section 7.06. SALE, TRANSFER, ETC. OF SECURITIES. To
the extent authorized by the Board of Directors, the Chairman or the
Vice Chairman together with the Secretary may sell, transfer, endorse,
and assign any shares of stock, bonds or other securities owned by or
held in the name of the Corporation, and may make, execute and deliver
in the name of the Corporation, under its corporate seal, any
instruments that may be appropriate to effect any such sale, transfer,
endorsement or assignment.
<PAGE>
Section 7.07. VOTING AS SHAREHOLDER. Unless otherwise
determined by resolution of the Board of Directors, the Chairman or
the Vice Chairman shall have full power and authority on behalf of the
Corporation to attend any meeting of shareholders of any corporation
in which the Corporation may hold stock, and to act, vote (or execute
proxies to vote) and exercise in person or by proxy all other rights,
powers and privileges incident to the ownership of such stock; such
officers acting on behalf of the Corporation shall have full power and
authority to execute any instrument expressing consent to or dissent
from any action of any such corporation without a meeting; and the
Board of Directors may by resolution from time to time confer such
power and authority upon any other person or persons. All acts, votes
and exercises of other rights, powers and privileges incident to the
ownership of stock in subsidiaries of the Corporation shall be carried
out only pursuant to resolutions of the Board of Directors adopted in
accordance with these By-Laws.
Section 7.08. FISCAL YEAR. Unless otherwise
determined by the Board of Directors, the fiscal year of the
Corporation shall, in each calendar year, commence on the first day of
January of each year and shall terminate on the last day of December.
Section 7.09. SEAL. The seal of the Corporation shall
be circular in form and shall contain the name of the Corporation, the
year of its incorporation and the words "INCORPORATED CONNECTICUT."
The seal may be used by causing it or a facsimile thereof to be
impressed, affixed or reproduced, or may be used in any other lawful
manner.
Section 7.10. BOOKS AND RECORDS; INSPECTION. Except
to the extent otherwise required by law, the books and records of the
Corporation shall be kept at such place or places within or without
the State of Connecticut as may be determined from time to time by the
Board of Directors.
ARTICLE VIII
AMENDMENT OF BY-LAWS
Section 8.01. AMENDMENT. All By-Laws of the
Corporation, whether adopted by the Board of Directors or the
shareholders, shall be subject to amendment, alteration or repeal:
(a) by the affirmative vote of the holders of not less
than 80% of the voting power of shares entitled to vote at
any Annual or Special Meeting of shareholders, the notice of
which shall have specified or summarized the proposed
amendment, alternation, repeal or new By-Laws, or
(b) by the affirmative vote of Directors holding a
majority of the Directorships at any Regular or Special
Meeting of Directors the notice or waiver of notice of
which, unless none is required hereunder, shall have
specified or summarized the proposed amendment, alteration,
repeal or new By-Laws,
PROVIDED, however, that Section 1.02 (regarding special meetings of
shareholders), Section 2.02 (regarding the number of Directors),
Section 2.07 (regarding quorum and voting requirements for Directors),
Section 2.12 (regarding removal of Directors), Section 2.13 (regarding
vacancies and newly created Directorships), Sections 3.01, 3.02, 3.06
and 3.07 (regarding Committees and their members), and this Section
8.01 (regarding amendments) may be amended, altered, or repealed only
by the affirmative vote of either (i) the holders of not less than 80%
of the voting power of shares entitled to vote at any Annual or
Special Meeting of shareholders, the notice of which shall have
specified or summarized the proposed amendment, alteration or repeal,
or (ii) by a vote of 66-2/3% of the Board of Directors at any Regular
or Special Meeting of Directors the notice of which shall have
specified the proposed amendment, alteration or repeal. The
shareholders may at any time provide in the By-Laws that any other
specified provision or provisions of the By-Laws may be amended,
altered or repealed only in the manner specified in the foregoing
clause (a) or in the foregoing proviso, in which event such provision
or provisions shall be subject to amendment, alteration or repeal only
in such manner. [Section 33-806.]
#####
**** FOOTNOTES *****
{1} Citations are to the Connecticut Business Corporation
Act, and are inserted for reference only, and do not
constitute a part of the By-Laws.
