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
Date of Report: March 3, 1995
READING & BATES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-5587 73-0642271
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
901 Threadneedle, Suite 200, Houston, TX 77079
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 496-5000
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 3.1 - The Registrant's Bylaws, as
amended and restated
effective March 2, 1995.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed
on its behalf of the undersigned thereunto duly authorized.
READING & BATES CORPORATION
By /s/T. W. Nagle
-----------------
T. W. Nagle
Vice President &
Chief Financial Officer
Dated: March 3, 1995
EXHIBIT 3.1
READING & BATES CORPORATION
BY-LAWS
As amended and restated effective March 2, 1995.
ARTICLE I
OFFICES
Section 1. The registered office of the corporation in the
State of Delaware shall be in the City of Dover, County of
Kent, State of Delaware, and the name of the registered agent
is The Prentice-Hall Corporation System, Inc.
Section 2. The corporation may also have offices at such
other places as the board of directors may from time to time
determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of stockholders for any purpose
may be held at such place, within or without the State of
Delaware, and at such time as shall be stated in the notice of
the meeting, or in a duly executed waiver of notice thereof.
Section 2. An annual meeting of the stockholders shall be
held each year on such date and at such time as shall be
determined by the board of directors, at which meeting the
stockholders entitled to vote thereat shall elect, by a
plurality vote, a board of directors and shall transact such
other business as may properly be brought before the meeting.
Section 3. Written notice of the annual meeting, stating
the date, time and place of the meeting, shall be served upon
or mailed to each stockholder entitled to vote thereat at the
address of such stockholder as appears on the books of the
corporation, not less than ten nor more than sixty days before
the date of the meeting unless otherwise provided by law, the
Restated Certificate of Incorporation of the corporation (the
"certificate of incorporation") or these by-laws.
Section 4. At least ten days before every election of
directors, a complete list of the stockholders entitled to vote
at said election, arranged in alphabetical order, with the
address of each and the number of voting shares held by each,
shall be prepared by the secretary. Such list shall be open to
the examination of any stockholder, for any purpose germane to
the meeting, during ordinary business hours, for a period of at
least ten days prior to the meeting, either at a place within
the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or if not so specified,
at the place where the meeting is to be held. The list shall
also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any
stockholder who is present.
Section 5. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by law or by
the certificate of incorporation, may be called by the Chairman
or the President and shall be called by the Chairman or the
President or Secretary at the request in writing of a majority
of the Board of Directors. Such request shall state the purpose
or purposes of the proposed meeting.
Section 6. Written notice of a special meeting of
stockholders, stating the time, date, place and the purpose or
purposes of the meeting, shall be served upon or mailed to each
stockholder entitled to vote thereat at such address of such
stockholder as appears on the books of the corporation, not
less than ten nor more than sixty days before the date of the
meeting unless otherwise provided by law, the certificate of
incorporation or these by-laws.
Section 7. Business transacted at all special meetings
shall be confined to the purpose or purposes stated in the
notice thereof.
Section 8. The holders of one third of the stock issued
and outstanding and entitled to vote thereat, present in person
or represented by proxy, shall be necessary and sufficient to
constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by law, by
the certificate of incorporation or by these by-laws. If,
however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall
have power to adjourn and reconvene the meeting from time to
time, without notice other than announcement at the meeting of
the date, time and place of the reconvened meeting, until a
quorum shall be present or represented. At such reconvened
meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at
the original meeting. If the adjournment is for more than
thirty days, or if after the adjournment a new record date is
fixed for the reconvened meeting, notice of the reconvened
meeting shall be given to each stockholder of record entitled
to vote at the meeting.
Section 9. When a quorum is present at any meeting, the
vote of the holders of a majority of the stock present in
person or represented by proxy and entitled to vote thereon
shall decide any question brought before such meeting, unless
the question is one upon which a different vote is expressly
required by law, the certificate of incorporation or of these
by-laws, in which case such express requirement shall govern
and control the decision of such question.
Section 10. Each stockholder entitled to vote at a
meeting of stockholders or to express consent or dissent to
corporate action in writing without a meeting may authorize
another person or persons to act for him by proxy, but no such
proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period. Each
stockholder shall have one vote for each share of stock having
voting power, registered in the stockholder's name on the
books of the corporation, unless otherwise provided by law or
the certificate of incorporation.
Section 11. Unless otherwise provided by law or by the
certificate of incorporation, no action required to be taken or
which may be taken at any annual or special meeting of
stockholders of the corporation may be taken by written consent
without a meeting except (1) any action which may be taken
solely upon the vote or consent of holders of the Class A Stock
or any series of Preferred Stock of the corporation, or (2)
any action taken upon the signing of a consent in writing,
setting forth the action so taken upon the signing of a consent
in writing, setting forth the action so taken, by all of the
stockholders of the corporation entitled to vote thereon.
Section 12. Notice of Stockholder Business and
Nominations.
(A) Annual Meetings of Stockholders.
(1) Nominations of persons for election to the board
of directors of the corporation and the proposal of business to
be considered by the stockholders may be made at an annual
meeting of stockholders (a) pursuant to the corporation's
notice of meeting delivered pursuant to Section 3 of Article II
of these by-laws, (b) by or at the direction of the Chairman or
the board of directors or (c) by any stockholder of the
corporation who is entitled to vote at the meeting, who
complied with the procedures set forth in this by-law and who
was a stockholder of record at the time such notice is
delivered to the Secretary of the corporation.
(2) For nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to
clause (c) of subparagraph (A)(1) of this by-law, the
stockholder must have given timely notice thereof in writing to
the Secretary of the corporation. To be timely, a
stockholder's notice shall be delivered to the Secretary at the
principal executive offices of the corporation not less than
seventy days nor more than ninety days prior to the first
anniversary of the preceding year's annual meeting; provided,
however, that in the event that the date of the annual meeting
is advanced by more than twenty days, or delayed by more than
seventy days, from such anniversary date, notice by the
stockholder to be timely must be so delivered not earlier than
the ninetieth day prior to such annual meeting and not later
than the close of business on the later of the seventieth day
prior to such annual meeting or the tenth day following the day
on which public announcement of the date of such meeting is
first made; provided further, however, that in connection with
the annual meeting of the corporation in 1995, such
stockholder's notice shall be delivered as aforesaid no later
than the later of March 30, 1995 or the date of filing of the
corporation's definitive proxy materials for such meeting
pursuant to Rule 14a-6 of Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Such
stockholder's notice shall set forth (a) as to each person whom
the stockholder proposes to nominate for election or reelection
as a director all information relating to such person that is
required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Exchange Act, including
such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected;
(b) as to any other business that the stockholder proposes to
bring before the meeting, a brief description of the business
desired to be brought before the meeting, the reasons for
conducting such business at the meeting and any material
interest in such business of such stockholder and the
beneficial owner, if any, on whose behalf the proposal is made;
and (c) as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or
proposal is made (i) the name and address of such stockholder,
as they appear on the corporation's books, and of such
beneficial owner, and (ii) the class and number of shares of
the corporation which are owned beneficially and of record by
such stockholder and such beneficial owner.
(3) Notwithstanding anything in the second sentence
of subparagraph (A)(2) of this by-law to the contrary, in the
event that the number of directors to be elected to the board
of directors of the corporation is increased and there is no
public announcement naming all of the nominees for director or
specifying the size of the increased board of directors made by
the corporation at least eighty days prior to the first
anniversary of the preceding year's annual meeting, a
stockholder's notice required by this by-law shall also be
considered timely, but only with respect to nominees for any
new positions created by such increase, if it shall be
delivered to the Secretary at the principal executive offices
of the corporation not later than the close of business on the
tenth day following the day on which such public announcement
is first made by the corporation.
(B) Special Meetings of Stockholders. Only such business
shall be conducted at a special meeting of stockholders as
shall have been brought before the meeting pursuant to the
corporation's notice of meeting pursuant to Section 6 of
Article II of these by-laws. Nominations of persons for
election to the board of directors may be made at a special
meeting of stockholders at which directors are to be elected
pursuant to the corporation's notice of meeting (a) by or at
the direction of the board of directors or (b) by any
stockholder of the corporation who is entitled to vote at the
meeting, who complies with the notice procedures set forth in
this by-law and who is a stockholder of record at the time such
notice is delivered to the Secretary of the corporation.
Nominations by stockholders of persons for election to the
board of directors may be made at such a special meeting of
stockholders if the stockholder's notice as required by
subparagraph (A)(2) of this by-law shall be delivered to the
Secretary at the principal executive offices of the corporation
not earlier than the ninetieth day prior to such special
meeting and not later than the close of business on the later
of the seventieth day prior to such special meeting or the
tenth day following the day on which public announcement is
first made of the date of the special meeting and of the
nominees proposed by the board of directors to be elected at
such meeting.
(C) General.
(1) Only persons who are nominated in accordance
with the procedures set forth in this by-law shall be eligible
to serve as directors and only such business shall be conducted
at a meeting of stockholders as shall have been brought before
the meeting in accordance with the procedures set forth in this
by-law. Except as otherwise provided by law, the certificate
of incorporation or these by-laws, the Chairman of the meeting
shall have the power and duty to determine whether a nomination
or any business proposed to be brought before the meeting was
made in accordance with the procedures set forth in this by-law
and, if any proposed nomination or business is not in
compliance this by-law, to declare that such defective proposal
or nomination shall be disregarded.
(2) For purposes of this by-law, "public
announcement" shall mean disclosure in a press release reported
by the Dow Jones News Service, Associated Press or comparable
national news service or in a document publicly filed by the
corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.
(3) Notwithstanding the foregoing provisions of this
by-law, a stockholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this by-
law. Nothing in this by-law shall be deemed to affect any
rights of stockholders to request inclusion of proposals in the
corporation's proxy statement pursuant to Rule 14a-8 under the
Exchange Act.
Section 13. The corporation may, and shall if required by
law, in advance of any meeting of stockholders, appoint one or
more inspectors of election, who may be employees of the
corporation, to act at the meeting or any adjournment thereof
and to make a written report thereof. The corporation may
designate one or more persons as alternate inspectors to
replace any inspector who fails to act. In the event that no
inspector so appointed or designated is able to act at a
meeting of stockholders, the person presiding at the meeting
shall appoint one or more inspectors to act at the meeting.
Each inspector, before entering upon the discharge of his or
her duties, shall take and sign an oath to execute faithfully
the duties of inspector with strict impartiality and according
to the best of his or her ability. The inspector or inspectors
so appointed or designated shall (i) ascertain the number of
shares of capital stock of the corporation outstanding and the
voting power of each such share, (ii) determine the shares of
capital stock of the corporation represented at the meeting and
the validity of proxies and ballots, (iii) count all votes and
ballots, (iv) determine and retain for a reasonable period a
record of the disposition of any challenges made to any
determination by the inspectors, and (v) certify their
determination of the number of shares of capital stock of the
corporation represented at the meeting and such inspectors'
count of all votes and ballots. Such certification and report
shall specify such other information as may be required by law.
In determining the validity and counting of proxies and ballots
cast at any meeting of stockholders of the corporation, the
inspectors may consider such information as is permitted by
applicable law. No person who is a candidate for an office at
an election may serve as an inspector at such election.
Section 14. The board of directors of the corporation may
adopt by resolution such rules and regulations for the conduct
of the meeting of stockholders as it shall deem appropriate.
Except to the extent inconsistent with such rules and
regulations as adopted by the board of directors, the chairman
of any meeting of stockholders shall have the right and
authority to prescribe such rules, regulations and procedures
and to do all such acts as, in the judgment of such chairman,
are appropriate for the proper conduct of the meeting. Such
rules, regulations or procedures, whether adopted by the board
of directors or prescribed by the chairman of the meeting, may
include, without limitation, the following: (i) the
establishment of an agenda or order of business for the
meeting; (ii) rules and procedures for maintaining order at the
meeting and the safety of those present; (iii) limitations on
attendance at or participation in the meeting to stockholders
of record of the corporation, their duly authorized and
constituted proxies or such other persons as the chairman of
the meeting shall determine; (iv) restrictions on entry to the
meeting after the time fixed for the commencement thereof; and
(v) limitations on the time allotted to questions or comments
by participants. Unless and to the extent determined by the
board of directors or the chairman of the meeting, meetings of
stockholders shall not be required to be held in accordance
with the rules of parliamentary procedure.
ARTICLE III
DIRECTORS
Section 1. The number of directors which constitute the
whole board shall be not less than three nor more than
eighteen, and within said limits, the exact number of directors
shall be determined from time to time by resolution adopted by
a majority of the whole board of directors. Commencing at the
Annual Meeting of Stockholders held in 1982, the board of
directors shall be divided into three classes, Class I, Class
II and Class III, with respect to their terms of office. All
classes shall be as nearly equal in number as possible.
Subject to such limitations, when the number of directors is
changed, any newly-created directorships or any decrease in
directorships shall be apportioned among the classes by action
of the board of directors or the stockholders. The terms of
office of the directors initially classified shall be as
follows: that of Class I shall expire at the Annual Meeting of
Stockholders to be held in 1983; that of Class II shall expire
at the Annual Meeting of Stockholders to be held in 1984; and
that of Class III shall expire at the annual meeting of
stockholders to be held in 1985. At each annual meeting of
stockholders after such initial classification, directors to
replace those whose terms expire at such annual meeting shall
be elected to hold office until the third succeeding Annual
Meeting. Directors need not be stockholders.
Section 2. The directors may hold their meeting and keep
the books of the corporation outside of Delaware at such places
as they may from time to time determine.
Section 3. Vacancies in the board of directors resulting
from death, resignation, retirement, disqualification, removal
or other cause and newly created directorships resulting from
any increase in the authorized number of directors may be
filled for the full term or any remainder of a full term by a
majority of the directors then in office, although less than a
quorum, or by a sole remaining director.
Section 4. The property and business of the corporation
shall be managed by or under the direction of its board of
directors, which may exercise all such powers of the
corporation and do all such lawful acts and things as are not
by law or by the certificate of incorporation or by these
by-laws directed or required to be exercised or done by the
stockholders.
MEETINGS OF THE BOARD
Section 5. Regular meetings of the board may be held
without notice at such time and place either within or without
the State of Delaware as shall from time to time be determined
by the board.
Section 6. Special meetings of the board may be called by
the Chairman or President and shall be called by the Chairman
or President or Secretary upon the written request of at least
two directors. Notice of a special meeting of the board shall
be given to each director in person or by mail or by telegram,
Telex, facsimile or other means of electronic communication at
least two days prior to such meeting.
Section 7. At all meetings of the board the presence
(including presence by means of conference telephone or similar
communications equipment by means of which all persons
participat-ing in the meeting can hear each other) of a
majority of the whole board of directors shall be necessary and
sufficient to constitute a quorum for the transactions of
business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the
board of directors, except as may be otherwise specifically
provided by statute or by the certificate of incorporation or
by these by-laws. If a quorum shall not be present at any
meeting of directors the directors present thereat may adjourn
the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 8. Unless otherwise restricted by the certificate
of incorporation or these by-laws, any action required or
permitted to be taken at any meeting of the board of directors,
or any committee thereof, may be taken without a meeting if all
members of the board or such committee, as the case may be,
consent thereto in writing, and the writing or writings are
filed with the minutes or proceedings of the board or
committee.
COMMITTEE OF DIRECTORS
Section 9. The board of directors may, by resolution or
resolutions passed by a majority of the whole board, designate
one or more committees, each committee to consist of two or
more of the directors of the corporation, which, to the extent
permitted by law and provided in said resolution or
resolutions, shall have and may exercise the powers of the
board of directors in the management of the business and
affairs of the corporation, and may have power to authorize the
seal of the corporation to be affixed to all papers which may
require it. Such committee or committees shall have such name
or names as may be determined from time to time by resolution
adopted by the board of directors.
Section 10. Each committee shall keep regular minutes of
its proceedings and report the same to the board when
required.
COMPENSATION OF DIRECTORS
Section 11. Directors may receive compensation for their
services and, as determined from time to time by resolution of
the board, may receive either an annual compensation, or, in
the alternative, a fixed sum and expenses, if any, for
attendance at each regular or special meeting of the board;
provided that nothing herein contained shall be construed to
preclude any director from serving the corporation in any other
capacity and receiving compensation therefor. Members of
special or standing committees may be allowed like compensation
for attending committee meetings.
ARTICLE IV
NOTICES
Section 1. Whenever under the provisions of the statutes
or of the certificate of incorporation or of these by-laws,
notice is required to be given to any director or stockholder,
it shall not be construed to mean personal notice, but such
notice may be given in writing, by mail (or, in the case of
directors, by telegram, Telex, facsimile or other means of
electronic communication where expressly permitted by these by-
laws), addressed to such director or stockholder at the address
of such director or stockholder as appears on the books of the
corporation, and such notice shall be deemed to be given at the
time when the same shall have been mailed or otherwise sent.
Section 2. Whenever any notice is required to be given by
law or by the certificate of incorporation, or by these by-
laws, a waiver thereof in writing signed by the person or
persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be
chosen by the directors and shall be a chairman, a president,
a vice-chairman and one or more vice presidents, including
therein one or more executive vice presidents, a secretary and
a treasurer, none of whom need to be a member of the board.
The board of directors may also choose one or more assistant
secretaries and assistant treasurers. Two or more offices may
be held by the same person, except that where the offices of
president and secretary are held by the same person, such
person shall not hold any other office.
Section 2. The board of directors at its first meeting
after each annual meeting of stockholders shall choose a
chairman, a president, and a vice chairman from its members,
and one or more vice presidents, one or more of which may be
designated as executive or senior vice president, a secretary
and a treasurer.
Section 3. The board may appoint such other officers and
agents as it shall deem necessary, 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.
Section 4. The salaries of all officers of the
corporation shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold
office until their successors are chosen and qualify in their
stead. Any officer elected or appointed by the board of
directors may be removed at any time by the affirmative vote of
a majority of the whole board of directors. If the office of
any officer becomes vacant for any reason, the vacancy shall
be filled by the board of directors.
THE CHAIRMAN
Section 6. The chairman shall be the chief executive
officer of the corporation; he shall preside at all meetings
of the stockholders and the directors, shall be ex officio a
member of all standing committees, and shall see that all
orders and resolutions of the board of directors are carried
into effect.
THE PRESIDENT
Section 7. The president shall be the chief operating
officer of the corporation; in the absence or disability of the
chairman, the president shall preside at all meetings of the
stockholders and directors, shall be ex officio a member of
all standing committees, and in the case of disability of the
chairman, or if there be no chairman, shall have general and
active management of the business of the corporation, and shall
see that all orders and resolutions of the board are carried
into effect.
Section 8. The president shall, with powers concurrent
with the chairman, execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except
where required or permitted by law to be otherwise signed and
executed and except where the signing and execution thereof
shall be expressly delegated by the board of directors to some
other officer or agent of the corporation.
VICE CHAIRMAN
Section 9. In the absence or disability of both the
chairman and the president, the vice chairman shall preside at
the meetings of the stockholders and the directors. The vice
chairman shall have such other duties as the board may
prescribe.
VICE PRESIDENTS
Section 10. The vice presidents in the order of their
seniority shall, in the absence or disability of the president,
perform the duties and exercise the powers of the president,
and shall perform such other duties as the board of directors
shall prescribe. However, the board may designate one or more
executive vice presidents, from time to time, who shall, in
order of seniority determined by the board, rank in precedence
to all other vice presidents.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 11. The secretary shall attend all sessions of
the board and all meetings of the stockholders and record all
votes and the minutes of all proceedings in a book to be kept
for that purpose and shall perform like duties for the
standing committees when required. The secretary shall give,
or cause to be given, notice of all meetings of the
stockholders and special meetings of the board of directors,
and shall perform such other duties as may be prescribed by the
board of directors or chairman. The secretary shall keep in
safe custody the seal of the corporation and, when authorized
by the board, affix the same to any instrument requiring it
and, when so affixed, it shall be attested by signature of the
secretary or an assistant secretary.
Section 12. The assistant secretaries in order of their
seniority shall, in the absence or disability of the secretary,
perform the duties and exercise the powers of the secretary and
shall perform such other duties as the board of directors shall
prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 13. The treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to
the corporation and shall deposit all moneys and other
valuable effects in the name and to the credit of the
corporation, in such depositories as may be designated by the
board of directors.
Section 14. The treasurer shall disburse the funds of the
corporation as may be ordered by the board, taking proper
vouchers for such disbursements, and shall render to the
chairman and the president and directors, at the regular
meetings of the board, or whenever they may require it, an
account of all transactions as treasurer and of the financial
condition of the corporation.
Section 15. If required by the board of directors, the
treasurer shall give the corporation a bond (which shall be
renewed every six years) in such sum and with such surety or
sureties as shall be satisfactory to the board for the faithful
performance of the duties of the office and for the restoration
to the corporation, in case of the treasurer's death,
resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in
the possession or under the control of the treasurer belonging
to the corporation.
Section 16. The assistant treasurers in the order of
their seniority shall, in the absence or disability of the
treasurer, perform the duties and exercise the powers of the
treasurer and shall perform such other duties as the board of
directors shall prescribe.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Certificates of stock shall be issued in such
form as may be approved by the board of directors, shall be
numbered and registered in the order in which they are issued
and shall be signed by the Chairman, the President or Vice
President and the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer, and sealed with the seal
of the corporation, which seal may be a facsimile thereof,
either engraved or printed. The signatures of all such
officers on any such certificate may be facsimiles if such
certificate is either countersigned by a Transfer Agent or
registered by a Registrar other than the corporation or an
employee of the corporation. The signature of the Transfer
Agent (or any Co-Transfer Agent) on any such certificate may be
a facsimile signature if such certificate is manually signed by
the Registrar (or any Co-Registrar). In case any officer who
signed or whose facsimile signature has been placed upon a
certificate shall cease to be such officer before such
certificate so signed or upon which such facsimile signature
shall have been placed shall have been issued and delivered to
a purchaser thereof, such certificate nevertheless may be so
countersigned by the Transfer Agent (or any Co-Transfer
Agent), and registered by the Registrar (or any Co-Registrar)
and delivered for and on behalf of the corporation as though
such person had not ceased to be such officer of the
corporation.
LOST CERTIFICATES
Section 2. The corporation may issue a new certificate
of stock in the place of any certificate theretofore issued by
it, alleged to have been lost, stolen or destroyed, and the
corporation may require the owner of the 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
such new certificate.
TRANSFERS OF STOCK
Section 3. Subject to any restriction on transfer
conspicuously noted thereon, upon surrender to the corporation
or the transfer agent of the corporation of a certificate for
shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the
person entitled thereto, cancel the old certificate and record
the transfer upon its books.
RECORD DATE
Section 4. In order that the corporation may determine
the stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a
meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful
action, the board of directors may fix a record date, which
record date shall not precede the date upon which the
resolution fixing the record date is adopted by the board of
directors, and which record date: (1) in the case of
determination of stockholders entitled to vote at any meeting
of stockholders or adjournment thereof, shall, unless otherwise
required by law, not be more than sixty nor less than ten days
before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to
corporate action in writing without a meeting, shall not be
more than ten days from the date upon which the resolution
fixing the record date is adopted by the board of directors;
and (3) in the case of any other action, shall not be more than
sixty days prior to such other action. If no record date is
fixed: (1) the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders
shall be at the close of business on the day next preceding the
day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which
the meeting is held; (2) the record date for determining
stockholders entitled to express consent to corporate action in
writing without a meeting, when no prior action of the board of
directors is required by law, shall be the first date on which
a signed written consent setting forth the action taken or
proposed to be taken is delivered to the corporation in
accordance with applicable law, or, if prior action by the
board of directors is required by law, shall be at the close of
business on the day on which the board of directors adopts the
resolution taking such prior action; and (3) the record date
for determining stockholders for any other purpose shall be at
the close of business on the day on which the board of
directors adopts the resolution relating thereto. A
determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the board
of directors may fix a new record date for the adjourned
meeting.
Except as otherwise provided by law, the stock ledger shall be
the only evidence as to who are the stockholders entitled to
examine the stock ledger, the list of stockholders or the books
of the corporation, or to vote in person or by proxy at any
meeting of stockholders.
Section 5. The corporation shall be entitled to treat the
holder of record of any share or shares of stock as the holder
in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of
incorporation, if any, may be declared by the board of
directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of
the capital stock, subject to the provisions of the
certificate of incorporation.
CHECKS
Section 2. All checks or demands for money and notes of
the corporation shall be signed by such officer or officers or
such other person or persons as the board of directors may
from time to time designate.
FISCAL YEAR
Section 3. The fiscal year shall begin the first day of
January in each year.
SEAL
Section 4. The corporate seal shall have inscribed
thereon the name of the corporation, the year of its
organization and the words "Corporate Seal, Delaware". Said
seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
ARTICLE VIII
AMENDMENTS
Section 1. These by-laws may be altered or repealed at
any annual meeting of the stockholders in accordance with
Section 12 of Article II of these by-laws or at any special
meeting of the stockholders at which a quorum is present or
represented, provided notice of the proposed alteration or
repeal be contained in the notice of such special meeting, by
the affirmative vote of a majority of the stock entitled to
vote at such meeting and present or represented thereat, or by
the affirmative vote of a majority of the board of directors
at any regular meeting of the board or at any special meeting
of the board if notice of the proposed alteration or repeal be
contained in the notice of such special meeting.
