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 (Date of earliest event
reported): February 16, 1999
Sigma-Aldrich Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware 0-8135 43-1050617
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
3050 Spruce Street,
St. Louis, Missouri 63103
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(314) 771-5765
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Item 5. Other Events.
On February 16, 1999, the Company amended its By-laws to,
among other things, adopt advance notice provisions relating to
proposals of business and nominations of directors at meetings of
shareholders.
Under the amended By-laws, in order for a shareholder to
nominate a candidate for director, timely notice of the nomination
must be given to and received by the Company in advance of the
meeting. Ordinarily, such notice must be given and received not less
than 35 nor more than 65 days before the first anniversary of the
preceding year's annual meeting (or between March 1, 1999 and March
31, 1999 for the 1999 Annual Meeting); provided, however, that in the
event that the date of the annual meeting is advanced by more than 30
days or delayed by more than 60 days from such anniversary date, then
such notice must be given by the shareholder and received by the
Company not earlier than the opening of business on 65th day prior to
such annual meeting and not later than the close of business on the
later of the 35th day prior to such annual meeting or the 10th day
following the day on which public announcement of such meeting is
first made. In certain cases, notice may be delivered and received
later if the number of directors to be elected to the Board of
Directors is increased. The shareholder submitting the notice of
nomination must describe various matters as specified in the Company's
amended By-laws, including the name and address of each proposed
nominee, his or her occupation and number of shares held, and certain
other information.
In order for a shareholder to bring other business before a
shareholder meeting, timely notice must be given to and received by
the Company within the time limits described. Such notice must include
a description of the proposed business (which must otherwise be a
proper subject for action by the shareholders), the reasons therefor
and other matters specified in the Company's amended By-laws. The
Board of Directors or the presiding officer at the meeting may reject
any such proposals that are not made in accordance with these
procedures or that are not a proper subject for shareholder action in
accordance with applicable law.
In the case of special meetings of shareholders, only such
business will be conducted, and only such proposals will be acted
upon, as are brought pursuant to the notice of meeting. Nominations
for election to the Board of Directors may be made by any shareholder
who complies with the notice and other requirements of the amended By-
laws. In the event the Company calls a special meeting of
shareholders to elect one or more directors, any shareholder may
nominate a candidate, if such notice from such shareholder is given
and received not earlier than the 65th day prior to such special
meeting and not later than the close of business on the later of the
35th day prior to such special meeting or the 10th day following the
day on which public announcement of such meeting and of the nominees
proposed by the Company is first made. The notice from such
shareholder must also include the same information described above.
Proposals of other business may be considered at a special meeting
requested in accordance with the amended By-laws only if the
requesting shareholders give and the Company receives a notice
containing the same information as required for an annual meeting at
least 30 days prior to the earlier of the time the person so
designated calls the meeting pursuant to Section 2.02 of the By-laws
or the day on which public announcement of the date of the meeting is
first made.
A special meeting of shareholders, for any purpose or
purposes, unless otherwise prescribed by statute, may be called by the
Chairman of the Board of Directors, the President or the Board of
Directors, or by the person designated in the written request of
holders of not less than a majority in amount of all shares of the
Company entitled to vote at the meeting (subject to any requirements
or limitations imposed by the Certificate of Incorporation, as
amended, by the amended By-laws, or by law) which request must
describe the purpose or purposes for which the meeting is to be held.
In the case of an annual or special meeting, the shareholder
proponent must be a shareholder of the Company who was a shareholder
of record both at the time of giving of notice and at the time of the
meeting and who is entitled to vote at the meeting. Any such notice
must be given to the Secretary of the Company, whose address is 3050
Spruce Street, St. Louis, Missouri 63103. Any shareholder desiring a
copy of the Company's Certificate of Incorporation, as amended, or
amended By-laws will be furnished a copy without charge upon written
request to the Secretary.
The time limits described above also apply in determining
whether notice is timely for purposes of new Rule 14a-4(c) under the
Securities Exchange Act of 1934 relating to exercise of discretionary
voting authority, and are separate from and in addition to the
Securities and Exchange Commission's requirements that a shareholder
must meet to have a proposal included in the Company's proxy statement
for an annual meeting.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibit No. Description of Exhibit
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3.1 By-Laws of the Registrant, as amended effective
February 16, 1999
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 by the undersigned hereunto duly authorized.
SIGMA-ALDRICH CORPORATION
Date: February 16, 1999 By: /s/ Thomas M. Tallarico
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Thomas M. Tallarico, Secretary
SIGMA-ALDRICH CORPORATION Exhibit 3.1
(A Delaware Corporation)
BY-LAWS
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ARTICLE I. OFFICES
1.01. Registered Office. The registered office shall be
in the City of Wilmington, County of New Castle, State of
Delaware.
1.02. Other Offices. The Corporation may also have
offices at such other places both within and without the State of
Delaware as the Board of Directors may from time to time
determine or the business of the Corporation may require.
ARTICLE II. SHAREHOLDERS
* 2.01. Annual Meeting. The annual meeting of the
shareholders shall be held on the first Tuesday of May of each
year commencing in 1976 or on such other date as may be fixed by
or under the authority of the Board of Directors, for the purpose
of electing directors and for the transaction of such other
business as may properly come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday in the
State of Delaware, such meeting shall be held on the next
succeeding business day. If the election of directors shall not
be held on the day designated herein, or fixed as herein
provided, for any annual meeting of the shareholders, or at any
adjournment thereof, the Board of Directors shall cause the
election to be held at a special meeting of the shareholders as
soon thereafter as is convenient.
** 2.01A. Notice of Shareholder Business.
(a) At an annual meeting of shareholders, only
such business shall be conducted, and only such proposals
shall be acted upon, as shall have been properly brought
before the meeting (i) pursuant to the Corporation's notice
of meeting, (ii) by or at the direction of the Board of
Directors, or (iii) by any shareholder of the Corporation
who is a shareholder of record both at the time of giving of
the notice provided for in this By-Law and at the time of
the meeting, who shall be entitled to vote at such meeting
and who complies with the notice and other requirements set
forth in this By-Law.
(b) For a proposal to be properly brought before an annual meeting by
a shareholder pursuant to clause (iii) of paragraph (a) of this
By-Law, the shareholder must have given timely notice thereof in
writing to the Secretary of the Corporation as hereinafter
provided and such proposal must otherwise be a proper subject for
action by the Corporation's shareholders. To be timely, a
shareholder's notice must be delivered to the Secretary at the
principal executive offices of the Corporation and received not
less than 35 nor more than 65 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 30 days or delayed by more than 60 days from such
anniversary date, notice by the shareholder to be timely must be
so received not earlier than the opening of business on the
65th day prior to such annual meeting and not later than the
close of business on the later of the 35th day prior to such
annual meeting or the tenth day following the day on which public
announcement of the date of the meeting is first made. Such
shareholder's notice to the Secretary shall set forth as to
* Amended by Board resulution of 1/27/76.
** Added by Board resolution of 2/16/93. Amended by Board resolution
2/16/99.
each matter the shareholder proposes to bring before the
meeting: (i) a brief description of the proposal desired to
be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the
name and address, as they appear on the Corporation's stock
transfer records, of the shareholder proposing such
business, and the name and address of the beneficial owner,
if any, on whose behalf the proposal is made, (iii) the
class and number of shares of stock of the Corporation which
are owned beneficially and of record by such shareholder of
record and by the beneficial owner, if any, on whose behalf
the proposal is made, (iv) any material interest in such
business of such shareholder of record and the beneficial
owner, if any, on whose behalf the proposal is made, and (v)
a representation that the shareholder intends to appear in
person or by proxy at the meeting to propose such other
business. The provisions of this paragraph (b) shall also
govern what constitutes timely notice for purposes of Rule
14a-4(c) under the Securities Exchange Act of 1934, as
amended, or any successor provision.
(c) Only such business shall be conducted, and
only such proposals shall be acted upon, at a special
meeting of shareholders called pursuant to Section 2.02 as
shall have been brought before such meeting pursuant to a
notice of meeting delivered pursuant to Section 2.04.
Proposals of business may be made by or on behalf of a
shareholder or shareholders at a special meeting called by
the person designated by the requisite holders of a majority
of shares entitled to vote in accordance with Section 2.02
only if (i) the proposal is made by a shareholder who is a
shareholder of record both at the time of giving of the
notice provided for in this paragraph (c) and at the time of
the meeting, who shall be entitled to vote at such meeting
and who complies with the notice and other requirements set
forth in this By-Law, (ii) the proposal or proposals are
proper subjects for shareholder action in accordance with
provisions of applicable law and (iii) the person so
designated by the requisite holders of a majority of shares
entitled to vote in accordance with Section 2.02 gives a
notice to the Secretary at the principal executive offices
of the Corporation containing the same information as would
be required under paragraph (b) of this By-Law for an annual
meeting, which notice must be delivered to and received by
the Secretary at least 30 days prior to the earlier of the
time the person so designated calls the meeting pursuant to
Section 2.02 or the day on which public announcement of the
date of the meeting is first made.
(d) The Board of Directors may reject any shareholder proposal
submitted for consideration at the meeting which is not made in
accordance with the terms of this By-Law or which is not a proper
subject for shareholder action in accordance with provisions of
applicable law. Alternatively, if the Board of Directors fails to
consider the validity of any shareholder proposal, the presiding
officer of the meeting shall, if the facts warrant, determine and
declare at the meeting that the shareholder proposal was not properly
brought before the meeting in accordance with the procedures
prescribed by these By-Laws or is not a proper subject for shareholder
action in accordance with provisions of applicable law, and if he
should make that determination, he shall so declare at the meeting and
any such business or proposal shall not be acted upon.
(e) For purpose of this By-Law, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service,
Associated Press, Reuters or comparable news service or in a document
publicly filed by the Corporation or other person with the Securities
and Exchange Commission pursuant to Sections 13, 14, or 15(d) of the
Securities Exchange Act of 1934, as amended. In no event shall the
public announcement of a postponement or adjournment of a meeting
commence a new time period for the giving of a shareholder's notice
pursuant to this By-Law.
(f) Notwithstanding the foregoing provisions of this By-Law, a
shareholder shall also comply with all applicable requirements of
state law and the Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder with respect to the matters set forth
in this By-Law. This provision shall not prevent the consideration
and approval or disapproval at the annual meeting of reports of
officers, directors and committees of the Board of Directors, but, in
connection with such reports, no new business shall be acted upon at
the meeting unless stated, filed and recorded as herein provided.
Nothing in the By-Law shall be deemed to affect any rights of
shareholders to request inclusion of proposals in, or the
Corporation's right to omit proposals from, the Corporation's proxy
statement pursuant to Rule 14a-8 under the Securities Exchange Act of
1934, as amended, or any successor provision.
2.02. Special Meeting. Special meetings of the
shareholders, for any purpose or purposes, unless otherwise
prescribed by statute or by the Certificate of Incorporation, may
be called by the Chairman of the Board of Directors, the
President or the Board of Directors, or by the person designated
in the written request of the holders of not less than a majority
in amount of all shares of the Corporation entitled to vote at
the meeting. Such request shall state the purpose or purposes of
the proposed meeting. Business transacted at any special meeting
of shareholders shall be limited to the purpose or purposes
stated in the notice.
2.03. Place of Meeting. The Board of Directors may
designate any place, either within or without the State of
Delaware, as the place of meeting for any annual meeting or for
any special meeting called by the Board of Directors. A waiver
of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the
State of Delaware, as the place for the holding of such meeting.
If no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the registered office of
the Corporation, or such other suitable place in the county of
such registered office as may be designated by the person calling
such meeting, but any meeting may be adjourned to reconvene at
any place designated by vote of a majority of the shares
represented thereat.
2.04. Notice of Meeting. Written notice stating the
place, day and hour of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is called,
shall be delivered not less than ten (unless a longer period is
required by law) nor more than sixty days before the date of the
meeting, either personally or by mail, by or at the direction of
the President, or the Secretary, or other officer or persons
calling the meeting, to each shareholder of record entitled to
vote at such meeting. If mailed, such notice shall be deemed to
be delivered when deposited in the United States mail, addressed
to the shareholder at his address as it appears on the stock
record books of the Corporation, with postage thereon prepaid.
2.05. Closing of Transfer Books or Fixing of Record Date. For
the purpose of determining shareholders entitled to notice of or
to vote at any meeting of shareholders or any adjournment
thereof, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors may provide that
the stock transfer books shall be closed for a stated period but
not to exceed, in any case, sixty days. If the stock transfer
books shall be 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 ten days immediately
preceding such meeting. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date as the
record date for any such determination of shareholders, such date
on which the particular action, requiring such determination of
shareholders, is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of
shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a
dividend, the close of business on the date on which the
resolution of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date for such
determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such
determination shall be applied to any adjournment thereof except
where the determination has been made through the closing of the
stock transfer books and the stated period of closing has
expired.
2.06. Voting Records. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least
ten days before every meeting of shareholders, a complete list of
the shareholders entitled to vote at the meeting or any
adjournment thereof, arranged in alphabetical order, and showing
the address of each shareholder and the number of shares
registered in the name of each shareholder. Such list shall be
open to the examination of any shareholder, 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 shareholder who is present. Upon the willful neglect or
refusal of the directors to produce such a list at any meeting
for the election of directors they shall be ineligible for
election to any office at such meetings. In all other instances,
failure to comply with the requirements of this section shall not
affect the validity of any action taken at such meeting.
2.07. Quorum. Except as otherwise provided in the
Certificate of Incorporation, a majority of the shares entitled
to vote, represented in person or by proxy, shall constitute a
quorum at a meeting of shareholders. If a quorum is present, the
affirmative vote of the majority of the shares represented at the
meeting and entitled to vote on the subject matter shall be the
act of the shareholders unless the vote of a greater number or
voting by classes is required by law or the Certificate of
Incorporation. Though less than a quorum of the outstanding
shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without
further notice. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if
after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be
given to each shareholder of record entitled to vote at the
meeting.
* 2.08. Conduct of Meeting. The Chairman of the Board,
and in his absence, the President, and in his absence, a Vice-
President in the order provided under Section 4.07, and in their
absence, any person chosen by the shareholders present shall call
the meeting of the shareholders to order and shall act as
chairman of the meeting, and the Secretary of the Corporation
shall act as secretary of all meetings of the shareholders, but,
in the absence of the Secretary, the presiding officer may
appoint any other person to act as secretary of the meeting.
2.09 Proxies. At all meetings of shareholders, a shareholder entitled
to vote may vote in person or by proxy appointed in writing by the
shareholder or by his duly authorized attorney in fact. Such proxy
shall be filed with the Secretary of the Corporation before or at the
time of the meeting. Unless otherwise provided in the proxy, a proxy
may be revoked at any time before it is voted, either by written
notice filed with the Secretary or the acting secretary of the meeting
or by
* Amended by Board resolution of 11/25/80.
oral notice given by the shareholder to the presiding officer
during the
meeting. The presence of a shareholder who has filed his proxy
shall not of itself constitute a revocation. No proxy shall be
valid after three years from the date of its execution, unless
otherwise provided in the proxy. The Board of Directors shall
have the power and authority to make rules establishing
presumptions as to the validity and sufficiency of proxies.
2.10. Voting of Shares. Each outstanding share shall be
entitled to one vote upon each matter submitted to a vote at a
meeting of shareholders, except to the extent that the voting
rights of the shares of any class or classes are enlarged,
limited or denied by the Certificate of Incorporation.
2.11. Voting of Shares by Certain Holders.
(a) Other Corporations. Shares standing in the
name of another corporation may be voted either in person or
by proxy, by the president of such corporation or any other
officer appointed by such president. A proxy executed by
any principal officer of such other corporation or assistant
thereto shall be conclusive evidence of the signer's
authority to act, in the absence of express notice to this
Corporation, given in writing to the Secretary of this
Corporation, of the designation of some other person by the
board of directors or by the by-laws of such other
corporation.
(b) Legal Representatives and Fiduciaries.
Shares held by any administrator, executor, guardian,
conservator, trustee in bankruptcy, receiver, or assignee
for creditors may be voted by him, either in person or by
proxy, without a transfer of such shares into his name
provided that there is filed with the Secretary before or at
the time of meeting proper evidence of his incumbency and
the number of shares held. Shares standing in the name of a
fiduciary may be voted by him, either in person or by proxy.
A proxy executed by a fiduciary, shall be conclusive
evidence of the signer's authority to act, in the absence of
express notice to this Corporation, given in writing to the
Secretary of this Corporation, that such manner of voting is
expressly prohibited or otherwise directed by the document
creating the fiduciary relationship.
(c) Pledgees. A shareholder whose shares are pledged shall
be entitled to vote such shares, unless in the transfer by
the pledgor on the books of the Corporation he has expressly
empowered the pledgee to vote thereon, in which case only
the pledgee, or his proxy, may represent such stock and vote
thereon.
(d) Treasury Stock and Subsidiaries. Neither treasury
shares, nor shares held by another corporation if a majority
of the shares entitled to vote for the election of directors
of such other corporation is held by this Corporation, shall
be voted at any meeting or counted in determining the total
number of outstanding shares entitled to vote, but shares of
its own issue held by this Corporation in a fiduciary
capacity, or held by such other corporation in a fiduciary
capacity, may be voted and shall be counted in determining
the total number of outstanding shares entitled to vote.
(e) Minors. Shares held by a minor may be voted
by such minor in person or by proxy and no such vote shall
be subject to disaffirmance or avoidance, unless prior to
such vote the Secretary of the Corporation has received
written notice or has actual knowledge that shareholder is a
minor.
(f) Incompetents and Spendthrifts. Shares held
by an incompetent or spendthrift may be voted by such
incompetent or spendthrift in person or by proxy and no such
vote shall be subject to a disaffirmance or avoidance,
unless prior to such vote the Secretary of the Corporation
has actual knowledge that such shareholder has been
adjudicated an incompetent or spendthrift or actual
knowledge of filing of judicial proceedings for appointment
of a guardian.
(g) Joint Tenants. Shares registered in the
names of two or more individuals who are named in the
registration as joint tenants may be voted in person or by
proxy signed by any one or more of such individuals if
either (i) no other such individual or his legal
representative is present and claims the right to
participate in the voting of such shares or prior to the
vote files with the Secretary of the Corporation a contrary
written voting authorization or direction or written denial
of authority of the individual present or signing the proxy
proposed to be voted or (ii) all such other individuals are
deceased and the Secretary of the Corporation has no actual
knowledge that the survivor has been adjudicated not to be
the successor to the interests of those deceased.
2.12. Waiver of Notice by Shareholders. Whenever any
notice whatever is required to be given to any shareholder of the
Corporation under the Certificate of Incorporation or By-Laws or
any provision of law, a waiver thereof in writing, signed at any
time, whether before or after the time of meeting, by the
shareholder entitled to such notice, shall be deemed equivalent
to the giving of such notice; provided that such waiver in
respect to any matter of which notice is required under any
provision of the Delaware Corporation Law, shall contain the same
information as would have been required to be included in such
notice, except the time and place of meeting.
2.13. Unanimous Consent Without Meeting. Any action
required or permitted by the Certificate of Incorporation or By-
Laws or any provision of law to be taken at a meeting of the
shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by
all of the shareholders entitled to vote with respect to the
subject matter thereof.
ARTICLE III. BOARD OF DIRECTORS
* 3.01. General Powers, Number and Election. The business
and affairs of the Corporation shall be managed by its Board of
Directors. The number of directors of the Corporation shall be
nine who shall be elected by the shareholders at the annual
meeting of shareholders.
3.02. Tenure and Qualifications. Each director shall
hold office until the next annual meeting of shareholders and
until his successor shall have been elected, or until his prior
death, resignation or removal. A director may be removed from
office by affirmative vote of a majority of the outstanding shares
entitled to vote for the election of such director, taken at a
meeting of shareholders called for that purpose. A director may
resign at any time by
filing his written resignation with the Secretary of the
Corporation. Directors need not be residents of the State of
Delaware or shareholders of the Corporation.
3.03. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this By-Law
immediately after the annual meeting of shareholders, and each
adjourned session thereof. The place of such regular meeting shall be
the same as the place of the meeting of shareholders which precedes
it, or such other suitable place as may be announced at such meeting
of shareholders. The Board of Directors may provide, by resolution,
the time and place, either within or without the State of Delaware for
the holding of additional regular meetings without other notice than
such resolution.
* Amended by Board resolutions of 8/23/77, 2/24/81, 2/23/82,
2/19/85, 11/25/85, 11/11/86, 8/12/87, 6/20/89, 2/18/92, 2/20/96
and 6/14/96.
3.04. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the Chairman of
the Board of Directors, President, Secretary or any two directors.
The chairman of the Board of Directors, President or Secretary
calling any special meeting of the Board of Directors called by
them, and if no other place is fixed the place of meeting shall be
the registered office of the Corporation in the State of Delaware.
3.05. Notice; Waiver. Notice of each meeting of the Board of
Directors (unless otherwise provided in or pursuant to Section
3.03) shall be given by written notice delivered personally or
mailed or given by telegram to each director at his business
address (or at such other address as such director shall have
designated in writing filed with the Secretary), in each case not
less than five days prior to the meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United
States mail so addressed, with postage thereon prepaid. If notice
be given by telegram, such notice shall be deemed to be delivered
when the telegram is delivered to the telegraph company. Whenever
any notice whatever is required to be given to any director of the
Corporation under the Certificate of Incorporation or By-Laws or
any provision of law, a waiver thereof in writing, signed at any
time, whether before or after the time of meeting, by the director
entitled to such notice, shall be deemed equivalent to the giving
of such notice. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a
director attends a meeting and objects thereat to the transaction
of any business because the meeting is not lawfully called or
convened. 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.
3.06. Quorum. Except as otherwise provided by law or by the
Certificate of Incorporation or these By-Laws, a majority of the
number of directors as provided in Section 3.01 shall constitute a
quorum for the transaction of business at any meeting of the Board
of Directors, but a majority of the directors present (though less
than such quorum) may adjourn the meeting from time to time
without further notice.
3.07. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act
of the Board of Directors, unless the act of a greater number is
required by law or by the Certificate of Incorporation or these By-
Laws.
3.08. Conduct of Meetings. The Chairman of the Board of
Directors, and in his absence, the President, or in his absence, a
Vice President, in the order provided under Section 4.07, and in
their absence, any director chosen by the directors present, shall
call meetings of the Board of Directors to order and shall act as
chairman of the meeting. The Secretary of the Corporation shall
act as secretary of all meetings of the Board of Directors, but in
the absence of the Secretary, the presiding officer may appoint
any Assistant Secretary or any director or other person present to
act as secretary of the meeting.
3.09. Vacancies. Any vacancy occurring in the Board of Directors,
including a vacancy created by an increase in the number of
directors, may be filled until the next succeeding annual election
by the affirmative vote of a majority of the directors then in
office, though less than a quorum of the Board of Directors;
provided, that in case of a vacancy created by the removal of a
director by vote of the shareholders, the shareholders shall have
the right to fill such vacancy at the same meeting or any
adjournment thereof.
3.10. Compensation. The Board of Directors, by affirmative vote
of a majority of the directors then in office, and irrespective of
any personal interest of any of its members, may establish
reasonable compensation of all directors for services to the
Corporation as directors, officers or otherwise, or may delegate
such authority to an appropriate committee.
3.11. Presumption of Assent. A director of the Corporation who is
present at a meeting of the Board of Directors or a committee
thereof of which he is a member at which action on any corporate
matter is taken shall be presumed to have assented to the action
taken unless his dissent shall be entered in the minutes of the
meeting or unless he shall file his written dissent to such action
with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered
mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply
to a director who voted in favor of such action.
3.12. Committees. The Board of Directors by resolution adopted by
the affirmative vote of a majority of the whole Board may
designate one or more committees, each committee to consist of
three or more directors elected by the Board of Directors, which
to the extent provided in said resolution as initially adopted,
and as thereafter supplemented or amended by further resolution
adopted by a like vote, shall have and may exercise, when the
Board of Directors is not in session, the management of the
business and affairs of the Corporation, except that no such
committee shall have the power or authority in reference to
amending the Certificate of Incorporation, adopting an agreement
of merger or consolidation, recommending to the shareholders a
dissolution of the Corporation or a revocation of a dissolution,
amending the By-Laws of the Corporation, declaring dividends to
shareholders, authorizing the issuance of stock, or electing the
principal officers or the filling of vacancies in the Board of
Directors or committees created pursuant to this section. The
Board of Directors may elect one or more of its members as
alternate members of any such committee who may take the place of
any absent member or members at any meeting of such committee,
upon request by the President or upon request by the chairman of
such meeting. Each such committee shall fix its own rules
governing the conduct of its activities and shall make such
reports to the Board of Directors of its activities as the Board
of Directors may request.
3.13. Unanimous Consent Without Meeting. Any action required or
permitted by the Certificate of Incorporation or By-Laws or any
provision of law to be taken by the Board of Directors at a
meeting or by resolution may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be
signed by all of the directors then in office.
* 3.14. Nomination By-Law.
(a) Only persons who are nominated in accordance with
the procedures set forth in these By-Laws shall be eligible
to serve as Directors. Nominations of persons for election
to the Board of Directors of the Corporation may be made at
a meeting of shareholders (i) by or at the direction of the
Board of Directors or (ii) in the case of an annual meeting
or any special meeting for which the notice of special
meeting states that the purpose or one of the purposes of
the special meeting is to elect directors at such meeting,
by any shareholder of the Corporation who is a shareholder
of record both at the time of giving of notice provided for
in this By-Law and at the time of the meeting, who shall be
entitled to vote for the election of directors at the
meeting and who complies with the notice and other
requirements set forth in this By-Law.
(b) Nominations by shareholders must be made pursuant to timely
notice in writing to the Secretary of the Corporation as hereinafter
provided. To be timely, a shareholder's notice must be delivered to
the Secretary at the principal executive offices of the Corporation
and received (i) in the case of an annual meeting, not less than 35
nor more than 65 days
* Added by Board resolution of 2/16/93. Amended by Board resolution
of 2/16/99.
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 30
days or delayed by more than 60 days from such anniversary
date, notice by the shareholder to be timely must be so
received not earlier than the opening of business on the
65th day prior to such annual meeting and later than the
close of business on the later of the later than the close
of business on the later of the 35th day prior to such
annual meeting or the tenth day following the day on which
public announcement of the date of the meeting is first
made, and (ii) in the case of a special meeting at which
directors are to be elected, not earlier than the opening of
business on the 65th day prior to such special meeting and
not later than the close of business on the later of the
35th day prior to such special meeting or the tenth day
following the day on which public announcement is made of
the date of the special meeting and of the nominees proposed
by the Board of Directors to be elected at such meeting.
Such shareholder's notice to the Secretary shall set forth
(i) as to each person whom the shareholder proposes to
nominate for election or reelection as a director, (1) the
name, age, business and residential addresses, and principal
occupation or employment of such proposed nominee, (2) the
class and number of shares of stock of the Corporation that
are beneficially owned by such nominee as of the date of
such notice, (3) a description of all arrangements or
understandings between the shareholder and such nominee and
the name of any other person or persons pursuant to which
the nomination or nominations are to be made by the
shareholder, (4) all other information relating to such
nominee 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 Securities
Exchange Act of 1934, as amended, or any successor
provision, and (5) the written consent of each proposed
nominee to being named in the proxy statement as a nominee
and to serving as a director of the Corporation if
elected;(ii) as to the shareholder giving the notice (x) the
name and address, as they appear on the Corporation's stock
transfer records, of such shareholder, (y) the class and
number of shares of stock of the Corporation which are
beneficially owned by such shareholder and also which are
owned of record by such shareholder, and (z) a
representation that such shareholder intends to appear in
person or by proxy at the meeting to nominate the person or
persons specified in the notice; and (iii) as to the
beneficial owner, if any, on whose behalf the nomination is
made, (x) the name and address of such person and (y) the
class and number of shares of stock of the Corporation which
are beneficially owned by such person. The Corporation may
require any proposed nominee to furnish any other
information it may reasonably require to determine the
eligibility of the proposed nominee to serve as a director
of the Corporation. At the request of the Board of
Directors, any person nominated by the Board of Directors
for election as a director shall furnish to the Secretary of
the Corporation that information required to be set forth in
a shareholder's notice of nomination which pertains to the
nominee. The provisions of this paragraph (b) shall also
govern what constitutes timely notice for purposes of Rule
14a-4(c) under the Securities Exchange Act of 1934, as
amended, or any successor provision, if applicable.
(c) Notwithstanding anything in the second sentence of paragraph (b)
of this By-Law to the contrary, in the event that the number of
directors to be elected to the Board of Directors is increased and
there is no public announcement naming all of the nominees for
director or specifying the size of the increase Broad of Directors
made by the Corporation at least 100 days prior to the first
anniversary of the preceding year's annual meeting, a shareholder'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 and received by 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.
(d) Subject to the rights, if any, of holders of any class of capital
stock of the Corporation (other than the common stock) then
outstanding, no person shall be eligible to serve as a director of the
Corporation unless nominated in accordance with the procedures set
forth in this By-Law. The Board of Directors may reject any
nomination submitted for consideration at the annual or special
meeting which is not made in accordance with the terms of this By-Law
or which is not valid under applicable law. Alternatively, if the
Board of Directors fails to consider the validity of any nomination,
the presiding officer of the meeting shall, if the facts warrant,
determine and declare at the meeting that a nomination was not made in
accordance with the procedures prescribed by these By-Laws or is not
valid under applicable law, and if he should make that determination,
he shall so declare at the meeting and the defective nomination shall
be disregarded.
(e) For purposes of the By-Law, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones New Service,
Associated Press, Reuters or comparable news service or in a document
publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Sections 13, 14 or 15(d) of the Securities
Exchange Act of 1934, as amended. In no event shall the public
announcement of a postponement or adjournment of a special meeting
commence a new time period for the giving of a shareholder's notice
pursuant to this By-Law.
(f) Notwithstanding the foregoing provisions of this By-Law, a
shareholder shall also comply with all applicable requirements of
state law and the Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder with respect to the matters set forth
in the By-Law.
ARTICLE IV. OFFICERS *
** 4.01. Number. The principal officers of the Corporation shall be
a Chairman of the Board of Directors (who shall also serve as the
Chief Executive Officer), a President (who shall also serve as the
Chief Operating Officer), a Chief Financial Officer, one or more
Vice Presidents, a Secretary, a Treasurer and a Controller, each of
whom shall be elected by the Board of Directors. Such other
officers and assistant officers as may be deemed necessary may be
elected or appointed by the Board of Directors. Any two or more
offices may be held by the same person, except the offices of
President and Secretary and the offices of President and Vice
President. If required by the Board of Directors, any one or more
of the officers shall give a bond for the faithful discharge of his
or her duties in such sum and with such surety or sureties as the
Board of Directors shall determine.
4.02. Election and Term of Office. The officers of the
Corporation to be elected by the Board of Directors shall be
elected annually by the Board of Directors at the first meeting of
the Board of Directors held after each annual meeting of the
shareholders. If the election shall not be held at such meeting,
* Amended by Board resolution of 7/28/81, restated pursuant to Board
action 5/3/83 and amended by Board resolutions 11/8/94 and 3/6/95.
** Amended by Board resolution of 5/6/97.
such election shall be held as soon thereafter as is convenient.
Each officer shall hold office until his successor shall have been
duly elected or until his prior death, resignation or removal.
4.03. Removal. Any officer or agent may be removed by affirmative
vote of majority of the whole Board of Directors whenever in its
judgment the best interests of the Corporation will be served
thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Election or
appointment shall not of itself create contract rights.
4.04. Vacancies. A vacancy in any principal office because of
death, resignation, removal, disqualification or otherwise, shall
be filled by the Board of Directors for the unexpired portion of
the term.
* 4.05. Chairman of the Board of Directors. The Chairman of the
Board of Directors shall be the Chief Executive Officer of the
Corporation and, subject to the control of the Board of Directors,
shall supervise and control the business, property and affairs of
the Corporation. The Chairman of the Board of Directors of the
Corporation shall preside at all meetings of the Board of Directors
and shareholders at which he is present. He may sign and execute
all instruments in the name of the Corporation which the Board of
Directors has authorized to be executed, except where the execution
thereof shall be expressly delegated by the Board of Directors or
the By-Laws to another officer or agent of the Corporation, or
shall be required by law to be otherwise executed. The Chairman of
the Board shall perform all duties incident to the office of Chief
Executive Officer and shall be an ex-officio member of all standing
committees.
* 4.06. The President. The President shall be the Chief Operating
Officer of the Corporation and, subject to the control of the Board
of Directors, shall direct the day-to-day operations of the
Corporation's businesses and perform such
Duties as may be delegated to him by the Chairman of the Board of
Directors or the Board of Directors. In the absence of the
Chairman of Board, or in the event of his death, inability or
refusal to act, the President shall preside at the meetings of the
Board of Directors and shareholders at which he is present. He may
sign and execute all instruments in the name of the Corporation
which the Board of Directors has authorized to be executed, except
where the execution thereof shall be expressly delegated by the
Board of Directors or the By-Laws to another officer or agent of
the Corporation, or shall be required by law to be otherwise
executed. The President shall perform all duties incident to the
office of Chief Operating Officer and shall be an ex-officio member
of all standing committees.
** 4.07. Chief Financial Officer. The Chief Financial Officer
shall, subject to the control of the Board of Directors, (a) have
primary charge and custody of and be responsible for all funds and
securities of the Corporation; (b) be responsible for the
accounting and financial services of the Corporation; and (c) in
general perform all of the duties and exercise such other authority
as from time to time may be delegated or assigned to the Chief
Financial Officer by the Chairman of the Board, the President or by
the Board of Directors.
***4.08. The Vice Presidents. Subject to the provisions of
Section 4.06, in the absence of the President or in the event of
his death, inability or refusal to act, or in the event for any
reason it shall be impractical for him to act personally, the Vice
Presidents in the order designated by the Board of Directors, or in
the absence of any designation, then in the order of their
election, shall perform the duties of the President, and when so
acting, shall
* Amended by Board resolutions of 1/27/76 and 11/25/80, restated
pursuant to Board action of 5/3/83 and amended by Board
resolution of 3/6/95.
** Amended by Board resolution of 5/6/97.
*** Amended by Board resolution of 3/6/95.
have all the powers of and be subject to all the
restrictions upon the President. Any Vice President may sign,
with the Secretary or Assistant Secretary, certificates for
shares of the Corporation; and shall perform such other duties
and have such authority as from time to time may be delegated or
assigned to him by the President or the Board of Directors. The
execution of any instrument of the Corporation by any Vice
President shall be conclusive evidence, as to third parties, of
his authority to act in the stead of the President.
* 4.09. The Secretary. The Secretary shall: (a) keep the
minutes of the meetings of the shareholders and of the Board of
Directors in one or more books provided for that purpose; (b)
see that all notices are duly given in accordance with the
provisions of these By-Laws or as required by law; (c) be
custodian of the corporate records and of the seal of the
Corporation and see that the seal of the Corporation is affixed
to all documents the execution of which on behalf of the
Corporation under its seal is duly authorized; (d) keep or
arrange for the keeping of a register of the post office address
of each shareholder which shall be furnished to the Secretary by
such shareholder; (e) sign with the Chairman of the Board or the
President, or a Vice President, certificates for shares of the
Corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors; (f) have general charge of
the stock transfer books of the Corporation; and (g) in general
perform all duties and exercise such authority as from time to
time may be delegated or assigned to him by the Chairman of the
Board, or the President or by the Board of Directors.
** 4.10.The Treasurer. The Treasurer shall, under the general
supervision of the Chief Financial Officer, (a) have charge and
custody of and be responsible for all funds and securities of the
Corporation; (b) receive and give receipts for moneys due and
payable to the Corporation from any source whatsoever, and
deposit all such moneys in the name of the Corporation in such
banks, trust companies or other depositaries as shall be selected
in accordance with the provisions of Section 5.04; and (c) in
general perform all of the duties and exercise such other
authority as from time to time may be delegated or assigned to
the Treasurer by the Chief Financial Officer or by the Board of
Directors.
*** 4.11.The Controller. The Controller shall, under the general
supervision of the Chief Financial Officer, (a) be in charge of
the financial records of the Corporation; (b) be responsible for
the accounting and financial services of the Corporation; and (c)
in general perform all of the duties and exercise such other
authority as from time to time may be delegated or assigned to
the Controller by the Chief Financial Officer or by the Board of
Directors. The Controller shall at all reasonable times within
business hours exhibit the Controller's books and accounts to any
director.
**** 4.12. Assistant Secretaries and Assistant Treasurers.
There shall be such number of Assistant Secretaries and Assistant
Treasurers as the Board of Directors may from time to time
authorize. The Assistant Secretaries may sign with the Chairman
of the Board, or the President or a Vice President certificates
for shares of the Corporation the issuance of which shall have
been authorized by a resolution of the Board of Directors. The
Assistant
Treasurers shall respectively, if required by the Board of
Directors, give bonds for faithful discharge of their duties in
such sums and with such
* Amended by Board resolution 7/28/81, then restated pursuant
to Board action of 5/3/83.
** Amended by Board resolution 11/8/94 and 5/6/97.
*** Amended by Board resolution 5/6/97.
****Amended by Board resolution of 7/28/81, then restated pursuant to
Board action of 5/3/83.
sureties as the Board of Directors shall determine. The
Assistant Secretaries and Assistant Treasurers, in general, shall
perform such duties and have such authority as shall from time to
time be delegated or assigned to them by the Secretary or the
Treasurer, respectively, or by the Chairman of the Board or the
President or the Board of Directors.
4.13. Other Assistants and Acting Officers. The Board
of Directors shall have the power to appoint any person to act as
assistant to any officer, or agent for the Corporation in his
stead, or to perform the duties of such officer whenever for any
reason it is impracticable for such officer to act personally,
and such assistant or acting officer or other agent so appointed
by the Board of Directors shall have the power to perform all the
duties of the office to which he is so appointed to be assistant,
or as to which he is so appointed to act, except as such power
may be otherwise defined or restricted by the Board of Directors.
4.14. Salaries. The salaries of the principal officers
shall be fixed from time to time by the Board of Directors or by
a duly authorized committee thereof, and no officer shall be
prevented from receiving such salary by reason of the fact that
he is also a director of the Corporation.
ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS:
SPECIAL CORPORATE ACTS
5.01. Contracts. The Board of Directors may authorize
any officer or officers, agent or agents, to enter into any
contract or execute or deliver any instrument in the name of and
on behalf of the Corporation, and such authorization may be
general or confined to specific instances. In the absence of
other designation, all deeds, mortgages and instruments of
assignment or pledge made by the Corporation shall be executed in
the name of the Corporation by the President or one of the Vice
Presidents and by the Secretary, an Assistant Secretary, the
Treasurer or an Assistant Treasurer; the Secretary or an
Assistant Secretary, when necessary or required, shall affix the
corporate seal thereto; and when so executed no other party to
such instrument or any third party shall be required to make any
inquiry into the authority of the signing officer or officers.
5.02. Loans. No indebtedness for borrowed money shall be
contracted on behalf of the Corporation and no evidences of such
indebtedness shall be issued in its name unless authorized by or under
the authority of a resolution of the Board of Directors. Such
authorization may be general or confined to specific instances.
5.03. Checks, Drafts, etc. All checks, drafts, or other
orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the Corporation, shall be
signed by such officer or officers, agent or agents of the
Corporation and in such manner as shall from time to time be
determined by or under the authority of a resolution of the Board
of Directors.
5.04. Deposits. All funds of the Corporation not
otherwise employed shall be deposited from time to time to the
credit of the Corporation in such banks, trust companies or other
depositories as may be selected by or under the authority of a
resolution of the Board of Directors.
5.05. Voting of Securities Owned by This Corporation.
Subject always to the specific directions of the Board of
Directors, (a) any shares or other securities issued by any other
corporation and owned or controlled by this Corporation may be
voted at any meeting of security holders of such other
corporation by the President of this Corporation if he be
present, or in his absence by any Vice President of this
Corporation who may be present, and (b) whenever in the judgment
of the President, or in his absence, of any Vice President, it is
desirable for this Corporation to execute a proxy or written
consent in respect to any shares or other securities issued by
any other corporation and owned by this Corporation, such proxy
or consent shall be executed in the name of this Corporation by
the President or one of the Vice Presidents of this Corporation,
without necessity of any authorization by the Board of Directors,
affixation of corporate seal or counter signature or attestation
by another officer. Any person or persons designated in the
manner above stated as the proxy or proxies of this Corporation
shall have full right, power and authority to vote the shares or
other securities issued by such other corporation and owned by
this Corporation and the same as such shares or other securities
might be voted by this Corporation.
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
* 6.01. Certificates for Shares. Certificates
representing shares of the Corporation shall be in such form,
consistent with law, as shall be determined by the Board of
Directors. Such certificates shall be signed by the Chairman of
the Board, or the President or a Vice President and by the
Secretary or an Assistant Secretary. All certificates for shares
shall be consecutively numbered or otherwise identified. The
name and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the Corporation.
All certificates surrendered to the Corporation for transfer
shall be canceled and no new certificate shall be issued until
the former certificate for a like number of shares shall have
been surrendered and canceled, except as provided in Section
6.06.
* 6.02. Facsimile Signatures and Seal. The seal of the
Corporation on any certificate for shares may be a facsimile.
The signature of the Chairman of the Board or the President or
Vice President and the Secretary or Assistant Secretary upon a
certificate may be facsimiles if the certificate is manually
signed on behalf of a transfer agent, or a registrar, other than
the Corporation itself or an employee of the Corporation.
6.03. Signature by Former Officers. In case any officer,
who has signed or
whose facsimile signature has been placed upon any certificate
for shares, shall have ceased to be such officer before such
certificate is issued, it may be issued by the Corporation with
the same effect as if he were such officer at the date of issue.
6.04. Transfer of Shares. Prior to due presentment of a
certificate for shares for registration of transfer the
Corporation may treat the registered owner of such shares as the
person exclusively entitled to vote, to receive notifications and
otherwise to have and exercise all the rights and power of an
owner. Where a certificate for shares is presented to the
Corporation with a request to register for transfer, the
Corporation shall not be liable to the owner or any other person
suffering loss as a result of such registration of transfer if
(a) there were on or with the certificate the necessary
endorsements, and (b) the Corporation had no duty to inquire into
adverse claims or had discharged any such duty. The Corporation
may require reasonable assurance that said endorsements are
genuine and effective and compliance with such other regulations
as may be prescribed by or under the authority of the Board of
Directors.
6.05. Restrictions on Transfer. The face or reverse
side of each certificate representing shares shall bear a
conspicuous notation of any restriction imposed by the
Corporation upon the transfer of such shares.
** 6.06. Lost, Destroyed or Stolen Certificates. Where the
owner claims that his certificate for shares has been lost,
destroyed or wrongfully taken, a new certificate may be issued in
place thereof if the owner so requests before the Corporation has
notice that such shares have been acquired by a bona fide
purchaser. When authorizing such issuance of a new certificate
the President, Vice President or Secretary of the Corporation
shall require the owner of such
* Amended by Board resolution of 7/28/81.
** Amended by Board resolution of 2/18/86.
lost, destroyed or wrongfully taken certificate to file with
the Corporation sufficient indemnity bond, and satisfy such other
reasonable requirements as may be prescribed by or under the
authority of the Board of Directors.
6.07. Consideration for Shares. The shares of the
Corporation may be issued for such consideration as shall be
fixed from time to time by the Board of Directors, provided that
any shares having a par value shall not be issued for a
consideration less than the par value thereof. The consideration
to be paid for shares may be paid in whole or in part, in money,
in other property, tangible or intangible, or in labor or
services actually performed for the Corporation. When payment of
the consideration for which shares are to be issued shall have
been received by the Corporation, such shares shall be deemed to
be fully paid and nonassessable by the Corporation. No
certificate shall be issued for any share until such share is
fully paid.
6.08. Stock Regulations. The Board of Directors shall have the
power and authority to make all such further rules and regulations not
inconsistent with the statutes of the State of Delaware as it may deem
expedient concerning the issue, transfer and registration of
certificates representing shares of the Corporation.
ARTICLE VII. INDEMNIFICATION
7.01. Mandatory Indemnification. The Corporation shall, to the
full extent permitted by the Delaware Corporation Law, indemnify
any person who was or is a party or threatened to be made a party
to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director
or officer of the Corporation or is or was serving at the
request of the Corporation as a director or officer of any other
corporation or enterprise. Such right of indemnification shall
inure to the benefit of the heirs, executors, administrators and
personal representatives of such a person.
7.02. Permissive Supplementary Benefits. The
Corporation may, but shall not be required to, supplement the
right of indemnification under Section 7.01 by (a) the purchase
of insurance on behalf of any one or more of such persons,
whether or not the Corporation would be obligated to indemnify
such person Section 7.01, (b) individual or group indemnification
agreements with any one or more of such persons and (c) advances
for related expenses of such a person.
7.03. Amendment. This Article VII may be amended or
repealed only by a vote of the shareholders and not by a vote of
the Board of Directors.
ARTICLE IX. AMENDMENTS
9.01. By Shareholders. These By-Laws may be altered,
amended or appealed and new by-laws may be adopted by the
shareholders by affirmative vote of not less than a majority of
the shares present or represented at any annual or special
meeting of the shareholders at which a quorum is in attendance.
9.02. By Directors. These By-Laws may also be altered,
amended or repealed and new by-laws may be adopted by the Board
of Directors by affirmative vote of a majority of the number of
directors present at any meeting at which a quorum is in
attendance; but no by-laws adopted by the shareholders shall be
amended or repealed by the Board of Directors if the by-law so
adopted so provides.
9.03. Implied Amendments. Any action taken or
authorized by the shareholders or by the Board of Directors,
which would be inconsistent with the By-Laws then in effect but
is taken or authorized by affirmative vote of not less than the
number of shares or the number of directors required to amend the
By-Laws so that the By-Laws would be consistent with such action,
shall be given the same effect as though the By-Laws had been
temporarily amended or suspended so far, but only so far, as is
necessary to permit the specific action so taken or authorized.
