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As amended May 26, 2000
EXHIBIT 4.2
THE STANLEY WORKS
BYLAWS
ARTICLE I
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SHAREHOLDERS' MEETINGS
----------------------
1. ANNUAL MEETING. The Annual Meeting of the shareholders shall be held at
such time in the month of February, March or April in each year and at such
place within or without the State of Connecticut as the Board of Directors
may determine. Notice thereof shall be mailed to each shareholder to his or
her last known post office address not less than ten days nor more than
sixty days before such Meeting.
2. SPECIAL MEETINGS. Special Meetings of the shareholders shall be called by
the Chairman, or the President or Secretary, or by the Chairman, or the
President or Secretary upon the written request of the holders of not less
than 35% of the voting power of all shares entitled to vote on any issue
proposed to be considered at such Meeting by mailing a notice thereof to
each shareholder to his or her last known post office address not less than
twenty-five days nor more than fifty days before such Meeting.
3. QUORUM. At any Meeting of shareholders the holders of not less than a
majority of the shares outstanding and entitled to vote present in person
or by proxy shall constitute a quorum. The Directors may establish a record
date for voting or other purposes in accordance with law.
4. BUSINESS TO BE CONDUCTED AT ANNUAL MEETING. No business may be transacted
at an Annual Meeting of shareholders (including any adjournment thereof),
other than business that is either (a) specified in the notice of meeting
(or any supplement thereto) given by or at the direction of the Board of
Directors (or any duly authorized committee thereof), (b) otherwise
properly brought before the Annual Meeting by or at the direction of the
Board of Directors (or any duly authorized committee thereof) or (c)
otherwise properly brought before the Annual Meeting by any shareholder (i)
who is a shareholder of record on the date of the giving of the notice
provided for in this Section 4 and on the record date for the determination
of shareholders entitled to vote at such Annual Meeting and (ii) who
complies with the notice procedures set forth in this Section 4.
In addition to any other applicable requirements, for business to be
properly brought
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As amended May 26, 2000
before an Annual Meeting by a shareholder, such shareholder must have given
timely notice thereof in proper written form to the Secretary.
To be timely, a shareholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the
Corporation not less than sixty (60) days nor more than ninety (90) days
prior to the anniversary of the date on which the immediately preceding
Annual Meeting of shareholders was convened; provided, however, that in the
event that the Annual Meeting is called for a date that is not within
thirty (30) days before or after such anniversary date, notice by the
shareholder in order to be timely must be so received not later than the
close of business on the tenth (10th) day following the day on which such
notice of the date of the Annual Meeting was mailed or such public
disclosure of the date of the Annual Meeting was made, whichever first
occurs.
To be in proper written form, a shareholder's notice to the Secretary must
set forth as to each matter such shareholder proposes to bring before the
Annual Meeting (i) a brief description of the business desired to be
brought before the Annual Meeting and the reasons for conducting such
business at the Annual Meeting, (ii) the name and record address of such
shareholder, (iii) the class or series and number of shares of capital
stock of the Corporation which are owned beneficially or of record by such
shareholder, (iv) a description of all arrangements or understandings
between such shareholder and any other person or persons (including their
names) in connection with the proposal of such business by such shareholder
and any material interest of such shareholder in such business and (v) a
representation that such shareholder intends to appear in person or by
proxy at the Annual Meeting to bring such business before the meeting.
No business shall be conducted at the Annual Meeting of shareholders except
business brought before the Annual Meeting in accordance with the
procedures set forth in this Section 4, provided, however, that, once
business has been properly brought before the Annual Meeting in accordance
with such procedures, nothing in this Section 4 shall be deemed to preclude
discussion by any shareholder of any such business. If the Chairman of an
Annual Meeting determines that business was not properly brought before the
Annual Meeting in accordance with the foregoing procedures, the Chairman
shall declare to the meeting that the business was not properly brought
before the meeting and such business shall not be transacted.
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As amended May 26, 2000
ARTICLE II
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NOMINATIONS OF DIRECTOR CANDIDATES
----------------------------------
1. ELIGIBILITY TO MAKE NOMINATIONS. Nominations of candidates for election as
directors of the Corporation at any meeting of shareholders called for
election of directors (an "Election Meeting") may be made by the Board of
Directors or by any shareholder entitled to vote at such Election Meeting.
2. PROCEDURE FOR NOMINATIONS BY THE BOARD OF DIRECTORS. Nominations made by
the Board of Directors shall be made at a meeting of the Board of
Directors, or by written consent of directors in lieu of a meeting, not
less than 30 days prior to the date of the Election Meeting, and such
nominations shall be reflected in the minute books for the Corporation as
of the date made. At the request of the Secretary of the Corporation each
proposed nominee shall provide the Corporation with such information
concerning himself or herself as is required, under the rules of the
Securities and Exchange Commission, to be included in the Corporation's
proxy statement soliciting proxies for his or her election as a director.
3. PROCEDURE FOR NOMINATIONS BY SHAREHOLDERS. Not less than 30 days prior to
the date of the Election Meeting, any shareholder who intends to make a
nomination at the Election Meeting shall deliver a notice to the Secretary
of the Corporation setting forth (i) the name, age, business address and
residence address of each nominee proposed in such notice, (ii) the
principal occupation or employment of each such nominee, (iii) the number
of shares of capital stock of the Corporation which are beneficially owned
by each such nominee and (iv) such other information concerning each such
nominee as would be required, under the rules of the Securities and
Exchange Commission, in a proxy statement soliciting proxies for the
election of such nominees.
4. SUBSTITUTION OF NOMINEES. In the event that a person is validly designated
as a nominee in accordance with section 2 or 3 hereof and shall thereafter
become unable or unwilling to stand for election to the Board of Directors,
a substitute nominee may be designated as follows:
(a) by those named as proxies in proxies solicited on behalf of the Board
of Directors if the person was designated as nominee in accordance with
section 2 hereof
(b) by the shareholder who proposed such nominee if the person was
designated as a nominee in accordance with section 3 hereof.
5. DETERMINATION OF COMPLIANCE WITH PROCEDURE.
------------------------------------------
If the chairman of the Election Meeting determines that a nomination was
not in accordance with the foregoing procedures, such nomination shall be
void.
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As amended May 26, 2000
ARTICLE III
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DIRECTORS AND COMMITTEES
------------------------
1. DIRECTORS. The business, property and affairs of this Corporation shall be
managed by or under the direction of the Board of Directors consisting of
not less than eight nor more than eighteen Directors, the exact number to
be determined by the Board of Directors from time to time. All Directors
shall be shareholders of record. The Directors shall be divided into three
classes designated Class I, Class II and Class III. Such classes shall be
as nearly equal in number as the total number of Directors constituting the
entire Board of Directors permits. One class shall be chosen annually at
the Annual Meeting of shareholders and the members of such class shall hold
office until their successors be elected and qualified. The Directors may
increase the prescribed number of Directors by the concurring vote of a
majority of the prescribed number of Directors. Any increase or decrease in
the prescribed number of Directors shall be so apportioned among the
classes of Directors as to make all the classes as nearly equal in number
as possible. No reduction of the number of Directors shall remove or
shorten the term of any Director in office. A majority of the number of
Directors prescribed shall constitute a quorum for the transaction of
business.
2. MEETINGS. The Chairman or the President or any Vice Chairman may and upon
written application of any three Directors shall call a meeting of the
Board of Directors to be held at such time and place as may be determined
by the person calling said meeting and shall cause notice thereof to be
given. Unless waived in writing, three days verbal or written (mail) notice
shall be required provided, however, that if in the judgment of any two
officers an emergency exists, a meeting may be called forthwith by
telephone or telegram or verbal notice and such notice shall be deemed
sufficient notice notwithstanding that some of the Directors may not have
actual notice.
The Annual Meeting of the Directors for the election of officers shall be
held without notice, immediately after the Annual Meeting of shareholders.
Regular meetings of the Directors shall be held at least on a quarterly
basis.
3. WRITTEN CONSENT. If all the Directors, or all members of a committee of the
Board of Directors, as the case may be, severally or collectively consent
in writing to any action taken or to be taken by the Corporation, and the
number of such Directors or members constitutes a quorum for such action,
such action shall be a valid corporate action as though it had been
authorized at a meeting of the Board of Directors or committee, as the case
may be. The Secretary shall file such consents with the minutes of the
Board of Directors or of the committee, as the case may be.
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As amended May 26, 2000
4. PARTICIPATION BY TELEPHONE. A Director may participate in a meeting of the
Board of Directors or of a committee by any means of communication by which
all Directors participating in the meeting may simultaneously hear one
another during the meeting, and participation in a meeting pursuant to this
subsection shall constitute presence in person at such meeting.
5. VACANCIES. In case any vacancy or vacancies shall exist in the Board of
Directors at any time the remaining members of the Board by majority action
may fill the vacancy or vacancies. The term of a Director elected to fill a
vacancy expires at the next shareholders meeting at which Directors are
elected.
6. COMMITTEES. The Board of Directors may from time to time appoint from its
membership such committees as it may deem necessary or desirable for the
best interests of the Corporation and may delegate to any committee all
needful authority to the extent permitted by law. The meetings of all
committees are open to all directors.
Each committee shall fix its own rules as to procedure and calling of
meetings. It shall appoint a Secretary, who need not be a member of the
committee. Such Secretary shall call meetings of the committee on the
request of the Chair of the committee or any two members and shall keep
permanent record of all of its proceedings. A majority of the members of
any committee shall constitute a quorum.
7. EXECUTIVE COMMITTEE. The Directors shall appoint an Executive Committee
consisting of the Chairman, if any, the President and at least three other
Directors, but in no event shall the Committee consist of less than five
members. The Board of Directors may at any time decrease (subject to the
provisions of the preceding paragraph) or increase the size of said
Committee, may change the membership thereof and may fill vacancies
therein.
During intervals between meetings of the Board of Directors, the Executive
Committee shall possess and may exercise all the powers of the Board of
Directors in the management of the business and affairs of the Corporation,
but the Committee shall have no power to declare dividends or do other
things specially reserved by law to the Directors. The Executive Committee
shall have power to appoint such subcommittees as it may deem necessary to
report and make recommendations to the Executive Committee. Any action
taken by the Executive Committee shall be subject to change, alteration and
revision by the Board of Directors, provided that no rights or acts of
others shall be affected by any such alteration or revision.
8. FINANCE AND PENSION COMMITTEE. A Finance and Pension Committee consisting
of at least five Directors shall be appointed by the Board of Directors.
The Committee shall advise and assist the Chief Financial Officer and the
Treasurer in major matters
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As amended May 26, 2000
concerning the finances of the Corporation and in matters of major policy
decisions in the purchase and sale of securities. In performance of this
the Committee shall regularly review the financial condition of the
Corporation so as to counsel these officers and the Board on the total
financial resources, strength and capabilities of the Corporation. In this
connection, the Committee shall analyze and advise on fundamental corporate
changes in capital structure (both debt and equity); review the capital
structure of the Corporation and make recommendations with respect to
management proposals concerning financing, purchases of treasury stock,
investments, and dividend actions; review periodically the Corporation's
risk management program and its adequacy to safeguard the Corporation
against extraordinary liabilities or losses; and advise and assist in
matters such as short-term investments, credit liabilities, financings, and
hedges of foreign currency exposures.
The Committee shall oversee the Corporation's administration of its pension
plans and of the pension plans of its subsidiaries. The Committee shall be
responsible for setting (subject to the approval of the Board of Directors)
the retirement policies of the Corporation and its subsidiaries; for
amending pension plans, savings and retirement plans, stock ownership plans
or any similar plans or related trust agreements; and for approving
actuarial assumptions and investment policies for the Corporation's pension
plans. It shall report at least annually to the Board of Directors. The
Committee may delegate any or all of these functions to such employees as
it, in its judgment, deems appropriate.
Specifically, the Committee shall approve retaining or terminating the
services of actuaries, lawyers, accountants or other professionals for the
plans; shall approve annually the amount of the contributions to be made by
the Corporation to the respective plans; and shall approve appointing and
terminating trustees and investment managers and determine the allocation
of the assets of the plans among one or more trustees or investment
managers.
9. AUDIT COMMITTEE. An Audit Committee consisting of at least three Directors,
none of whom shall be officers or employees of the Corporation or any of
its subsidiaries, shall be appointed by the Board of Directors. The
Committee shall nominate the public accounting firm to conduct the annual
audit and shall review fees for audit and tax work and approve in advance
management consulting services which management may propose be provided by
the Corporation's public accounting firm. With respect to such management
consulting services, consideration shall be given to the effect that
performing such services might have on audit independence. The Committee
shall review with the auditors the scope and timing of their audit
examination, with particular emphasis on those areas which either the
Committee or the auditors believe warrant special attention. The Committee
is authorized to have the auditors perform such supplemental reviews or
audits as it deems desirable.
6
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As amended May 26, 2000
The Committee shall review the audited financial statements and the
auditors' report thereon, including consideration of all significant
disclosures required by the Securities and Exchange Commission, and any
proposed changes in accounting principles or practices which have a
significant impact on amounts reported for the current year (or will have
in the future) and shall discuss with the auditors any significant problems
encountered in the completion of the audit. The Committee shall review with
management and the independent auditors the qualitative judgments about the
appropriateness, not just the acceptability, of accounting principles and
financial disclosure practices used or proposed to be adopted including the
degree of aggressiveness or conservatism of the accounting principles and
underlying estimates including significant liabilities and reserves
associated with those liabilities. The Committee shall review the auditors'
recommendations regarding internal control and their comments, if any,
relating to conflicts of interest, questionable payments or other similar
matters, and monitor with management the consideration given and/or the
corrective action taken with respect to these comments and recommendations.
The Committee shall review management's evaluation of the Corporation's
system of internal accounting controls, including the independence, scope
and results of the internal audit function, and monitor the effectiveness
of the system with management, independent auditors and internal audit
management. The Committee shall review with management and independent
auditors and consider the impact on the Corporation of significant recent
or pending statements by the Financial Accounting Standards Board, the
Securities and Exchange Commission, the Auditing Standards Executive
Committee of the American Institute of Certified Public Accountants and
similar authoritative bodies. The Committee shall review environmental
liabilities and the reserves associated with those liabilities.
In carrying out all of the foregoing responsibilities, the Committee shall
have direct and open access to Management, public accountants and internal
audit management (each of which shall have direct and open access to the
Committee); shall submit Committee reports, recommendations, and minutes of
meetings to the Board of Directors; and shall provide opportunities to the
other members of the Board to have full and open access to the independent
auditors.
10. COMPENSATION AND ORGANIZATION COMMITTEE. A Compensation and Organization
Committee consisting of at least three Directors, none of whom shall be
employees of the Corporation or any of its subsidiaries, shall be appointed
by the Board of Directors. The Committee shall review and approve major
organization and compensation structure changes as recommended by
Management. Although the Board, itself, will review the performance of the
chief executive officer and fix his or her salary, the Committee shall
approve the performance and determine the salaries of the other executive
officers of the Corporation and of other senior executives whose base
salary exceeds an amount fixed by the Board of Directors; shall determine
the compensation of all executive officers and
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As amended May 26, 2000
such senior executives under the Corporation's senior executive
compensation plans; shall administer all of the Corporation's senior
executive compensation plans; and shall assure that there is a succession
plan in place.
11. COMMITTEE ON BOARD AFFAIRS AND PUBLIC POLICY. A Committee on Board Affairs
and Public Policy consisting of at least three directors, none of whom
shall be employees of the Corporation or any of its subsidiaries shall be
appointed by the Board of Directors. The Committee shall consider and make
recommendations to the Board of Directors as to Board of Director
membership with respect to names generated by the Committee itself or
submitted by shareholders. The Committee shall consider and make
recommendations to the Board of Directors with respect to Board of Director
committee membership and chair assignments. (These will normally be acted
upon by the Board of Directors at its Annual Meeting held immediately after
the Annual Meeting of shareholders.) The Committee shall consider and make
recommendations to the Board of Directors with respect to the number of
members of the Board of Directors. (The Charter and Bylaws provide for not
less than nine nor more than eighteen as may be determined by the Board).
Annually, the Committee shall consider and recommend to the Board of
Directors the persons whom the Committee proposes that the Board of
Directors nominate for election as directors at the Annual Meeting of
shareholders. The Committee shall consider and make recommendations to the
Board of Directors with respect to remuneration of directors.
The Committee shall provide guidance to the Management on major issues in
areas of corporate social responsibility, including environmental issues
and public affairs. The Committee shall review and approve policy
guidelines to be used by Management in making charitable contributions and
shall annually review all charitable contributions made by the Corporation
during the previous twelve months and recommend to the Board the level of
contributions to be set for the ensuing year.
12. In the absence of any one or more members from a meeting of any of the
committees provided for in these Bylaws, the Chairman, or the President,
may in his or her discretion invite any member or members of the Board
(otherwise qualified to serve) to attend such meeting. Temporary members
thus appointed to attend for absentees shall act as regular members and
shall have the right to vote.
13. POWERS OF ALL COMMITTEES. The powers of all committees are at all times
subject to the control of the Directors, and any member of any committee
may be removed at any time at the pleasure of the Board.
ARTICLE IV
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8
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As amended May 26, 2000
OFFICERS
--------
1. ELECTION OF OFFICERS. The Board of Directors shall have power to elect from
its own members or otherwise a Chairman, a President, one or more Vice
Chairmen and Vice Presidents, a Secretary, a Treasurer, one or more
Assistant Treasurers and Assistant Secretaries, and such other officers,
agents and employees as it may deem expedient, and to define the duties and
authority of all officers, employees and agents and to delegate to them
such lawful powers as may be deemed advisable.
The officers shall respectively perform all acts and duties required of
such officers by law, by the Charter and Bylaws of this Corporation, or by
the Board of Directors.
2. CHAIRMAN OF THE BOARD. If the Directors have elected a Chairman, the
Chairman shall preside at all meetings of the Board except that in the
Chairman's absence the Directors present shall designate a person to
preside. The Chairman shall have such additional duties as the Board of
Directors or the Executive Committee may assign.
3. PRESIDENT. The President shall be elected by the Directors and shall have
such duties as the Board of Directors or the Executive Committee may
assign.
4. CHIEF EXECUTIVE OFFICER One of the officers shall be appointed Chief
Executive Officer of the Corporation by the Board of Directors. Subject to
the Board of Directors and the Executive Committee, the Chief Executive
Officer shall have general supervision and control of the policies,
business and affairs of the Corporation.
5. VICE CHAIRMEN. Each Vice Chairman shall have such powers and perform such
duties as may be conferred upon him or her or determined by the Chief
Executive Officer.
6. VICE PRESIDENTS. Each Vice President shall have such powers and perform
such duties as may be conferred upon him or her or determined by the Chief
Executive Officer.
7. TREASURER. The Treasurer shall have the oversight and control of the funds
of the Corporation and shall have the power and authority to make and
endorse notes, drafts and checks and other obligations necessary for the
transaction of the business of the Corporation except as herein otherwise
provided.
8. CONTROLLER. The Controller shall have the oversight and control of the
accounting records of the Corporation and shall prepare such accounting
reports and recommendations as shall be appropriate for the operation of
the Corporation.
9. SECRETARY. It shall be the duty of the Secretary to make and keep records
of the votes,
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As amended May 26, 2000
doings and proceedings of all meetings of the shareholders and Board of
Directors of the Corporation, and of its Committees, and to authenticate
records of the Corporation.
10. ASSISTANT TREASURERS. The Assistant Treasurers shall have such duties as
the Treasurer shall determine.
11. ASSISTANT SECRETARIES. The Assistant Secretaries shall have such duties as
the Secretary shall determine.
12. POWERS OF ALL OFFICERS. The powers of all officers are at all times subject
to the control of the Directors, and any officer may be removed at any time
at the pleasure of the Board.
ARTICLE V
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INDEMNIFICATION
---------------
To the extent properly permitted by law the Board of Directors shall
provide for the indemnification and reimbursement of, and advances of
expenses to, any person made a party to any action, suit or proceeding by
reason of the fact that he or she, or a person whose legal representative
or successor he or she is,
(a) is or was a Director, officer, employee or agent of the Corporation, or
(b) served at the Corporation's request as a director, officer, employee or
agent of another corporation,
for expenses, including attorney's fees, and such amount of any
judgment, money decree, fine, penalty or settlement for which he or she
may have become liable as the Board of Directors deems reasonable,
actually incurred by him or her in connection with the defense or
reasonable settlement of any such action, suit or proceeding or any
appeal therein.
This provision of indemnification shall be in addition to any other right
or remedy which such person may have. The Corporation shall have the right
to intervene in and defend all such actions, suits or proceedings brought
against any such person.
ARTICLE VI
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CORPORATE SEAL
--------------
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As amended May 26, 2000
The corporate seal shall be in the custody of the Secretary and either the
Secretary or any other officer shall have the power to affix the same for
the Corporation.
ARTICLE VII
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STOCK CERTIFICATES
------------------
1. SIGNATURES. Certificates of stock shall be signed by the Chairman, the
President or a Vice President and by the Secretary or the Treasurer (except
that where any such certificate is signed by a transfer agent or transfer
clerk and by the registrar, the signatures of any such Chairman, President,
Vice President, Secretary or Treasurer may be facsimiles, engraved or
printed) and shall be sealed with the seal of the corporation (or shall
bear a facsimile of such seal).
2. LOST CERTIFICATES. No certificate for shares of stock in the Corporation
shall be issued in place of any certificate alleged to have been lost,
stolen or destroyed except upon production of such evidence of such loss,
theft or destruction as the Board of Directors in its discretion may
require and upon delivery to the Corporation of a bond of indemnity in form
and, unless such requirement is waived by Resolution of the Board, with one
or more sureties, satisfactory to the Board in at least double the value of
the stock represented by said Certificate.
ARTICLE VIII
------------
FISCAL YEAR
-----------
The Corporation's fiscal year shall close on the Saturday nearest December
31st of each year.
ARTICLE IX
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INDEPENDENT AUDIT
-----------------
The Board of Directors shall provide for a yearly independent audit, the
form and scope of which shall be determined by the Board from time to time.
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As amended May 26, 2000
ARTICLE X
---------
AMENDMENTS
----------
The Board of Directors of the Corporation may adopt, amend or repeal the
Bylaws of the Corporation, subject, however, to the power of the
shareholders to adopt, amend or repeal the same, provided that any notice
of a meeting of shareholders or of the Board of Directors at which Bylaws
are to be adopted, amended or repealed, shall include notice of such
proposed action.
ARTICLE XI
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ACQUISITIONS OF STOCK
---------------------
(a) Except as set forth in subsection (b) hereof, the Corporation shall not
acquire any of its voting equity securities (as defined below) at a
price per share above the market price per share (as defined below) of
such securities on the date of such acquisition from any person
actually known by the Corporation to be the beneficial owner (as
determined pursuant to Rule 13d_3 under the Securities Exchange Act of
1934, as amended, or any successor rule or regulation) of more than
three percent of the Corporation's voting equity securities who has
been the beneficial owner of the Corporation's voting equity securities
for less than two years prior to the date of the Corporation's
acquisition thereof, unless such acquisition (i) has been approved by a
vote of a majority of the shares entitled to vote, excluding shares
owned by any beneficial owner any of whose shares are proposed to be
acquired pursuant to the proposed acquisition that is the subject of
such vote or (ii) is pursuant to an offer made on the same terms to all
holders of securities of such class. The determination of the Board of
Directors shall be conclusive in determining the price paid per share
for acquired voting equity securities if the Corporation acquires such
securities for consideration other than cash.
(b) This provision shall not restrict the Corporation from: (i) acquiring
shares in the open market in transactions in which there has been no
prior arrangement with, or solicitation of (other than a solicitation
publicly made to all holders), any selling holder of voting equity
securities or in which all shareholders desiring to sell their shares
have an equal chance to sell their shares; (ii) offering to acquire
shares of shareholders owning less than 100 shares of any class of
voting equity securities; (iii) acquiring shares pursuant to the terms
of a stock option or similar plan that has been approved by a vote of a
majority of the Corporation's common shares represented at a meeting of
shareholders and entitled to vote
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As amended May 26, 2000
thereon; (iv) acquiring shares from, or on behalf of, any employee benefit
plan maintained by the Corporation or any subsidiary or any trustee of, or
fiduciary with respect to, any such plan when acting in such capacity; or
(v) acquiring shares pursuant to a statutory appraisal right or otherwise
as required by law.
(c) Market price per share on a particular day means the highest sale price
on that day or during the period of five trading days immediately
preceding that day of a share of such voting equity security on the
Composite Tape for New York Stock Exchange_Listed Stocks, or if such
voting equity security is not quoted on the Composite Tape on the New
York Stock Exchange or listed on such Exchange, on the principal United
States securities exchange registered under the Securities Exchange Act
of 1934 on which such voting equity security is listed, or, if such
voting equity security is not listed on any such exchange, the highest
sales price or, if sales price is not reported, the highest closing bid
quotation with respect to a share of such voting equity security on
that day or during the period of five trading days immediately
preceding that day on the National Association of Securities Dealers,
Inc. Automated Quotations System or any system then in use, or if no
such quotations are available, the fair market value on the date in
question of a share of such voting equity security as determined by a
majority of the Board of Directors.
(d) Voting equity securities of the Corporation means equity securities
issued from time to time by the Corporation which by their terms are
entitled to be voted generally in the election of the directors of the
Corporation.
(e) The Board of Directors shall have the power to interpret the terms and
provisions of, and make any determinations with respect to, this
Article XI, which interpretations and determinations shall be
conclusive.
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