This document is an electronic confirming copy of the Current
Report on Form 8-K filed by Stepan Company on November 18, 1994
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):
November 11, 1994
Stepan Company
(Exact name of registrant as specified in its charter)
Delaware 1-4462 36-1823834
State or other juris- (Commission (IRS Employer
diction of incorporation File No.) Identification No.)
22 West Frontage Road, Northfield, Illinois 60093
(Address of principal executive offices ) (Zip Code)
Registrant's telephone number, including area code: (708) 446-7500
Not Applicable
(Former name or former address, if changed since last report)
Page 1 of 25.
Exhibit Index at Page 5.
Item 5. Other Events.
Increase in Dividend.
On November 11, 1994, the Board of Directors of the Company
declared a 4.8 percent increase in the Company's quarterly cash
dividend on its common stock to twenty two ($0.22) cents per share.
The new quarterly dividend is payable on December 15, 1994, to
stockholders of record on December 1, 1994. The increase brings the
annual dividend rate to eighty eight ($0.88) cents per share.
Stock Split.
On November 11, 1994, the Board of Directors of the Company
also declared a two-for-one (2-for-1) stock split on its common
stock in the form of a 100 percent stock dividend, payable December
15, 1994, to stockholders of record on December 1, 1994. Concurrent
with payment of the 100 percent stock dividend, the adjusted
quarterly cash dividend rate on the common stock will be $0.11 per
share, or $0.44 per share annually.
Amended and Restated By-laws.
On November 11, 1994, the Board of Directors of the Company
also amended and restated the By-laws of the Company. The
amendments, among other things, (i) increase the percentage of the
voting power of the outstanding shares of capital stock of the
Company necessary for stockholders to call a special stockholders'
meeting from one-fifth to one-third and (ii) provide that a
stockholder desiring to submit a proposal for consideration at an
annual or special stockholders' meeting, or to nominate directors,
must give written notice of such proposal or nomination to the
Secretary of the Company, with respect to an annual meeting, at
least 90 days prior to the anniversary date of the immediately
preceding annual meeting and, with respect to a special meeting, at
least 10 days after notice of such meeting is first given to
stockholders. Such written notices to the Company must contain
certain information with respect to the stockholder and his proposal
and/or nominee(s) as more fully described in the Amended and
Restated By-laws.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Exhibit
3(b) Amended and Restated By-Laws of Stepan
Company (as adopted November 11, 1994).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: November 17, 1994 STEPAN COMPANY
By: /s/ Jeffrey W. Bartlett
Name: Jeffrey W. Bartlett
Title: Vice President and
General Counsel
EXHIBIT INDEX
Exhibit No. Exhibit Page
3(b) Amended and Restated By-Laws of Stepan 6
Company (as adopted November 11, 1994).
EXHIBIT 3(b)
ADOPTED NOVEMBER 11, 1994
AMENDED AND RESTATED BY-LAWS
STEPAN COMPANY
A DELAWARE CORPORATION
ARTICLE I
OFFICES
The registered office of the Corporation in the
State of Delaware shall be in the City of Wilmington, County of
New Castle, and the name of the resident agent in charge thereof
shall be The Corporation Trust Company. The Corporation may have
such other offices, either within or without the State of
Delaware, as the business of the Corporation may require from time
to time.
ARTICLE II
STOCKHOLDERS
SECTION 1. Annual Meeting. The annual meeting
of the stockholders for each year shall be held on such date and
at such time as the Board of Directors shall determine from time
to time. At such meeting the stockholders entitled to vote shall
elect Directors, and transact such other business as may properly
be brought before the meeting. If the election of Directors shall
not be held on the day designated herein for any annual meeting,
or at any adjournment thereof, the Board of Directors shall cause
the election to be held at a special meeting of the stockholders
as soon thereafter as conveniently may be.
SECTION 2. Special Meetings. Special meetings
of the stockholders may be called by the Chairman of the Board of
Directors, by the Board of Directors, or by the holders of shares
of capital stock representing not less than one-third of the
voting power of all the outstanding shares of capital stock of the
Corporation.
SECTION 3. Place of Meeting. Meetings of the
stockholders for the election of Directors and for all other
purposes shall be held at the Corporation's Administrative
Building in Northfield, Illinois or at such other place within or
without the State of Illinois, as the Board of Directors shall
designate.
SECTION 4. Advance Notification of Proposals
at Stockholders' Meetings. If a stockholder desires to submit a
proposal for consideration at an annual or special stockholders'
meeting, or to nominate persons for election as directors at any
stockholders' meeting duly called for the election of directors,
written notice of such stockholder's intent to make such a
proposal or nomination must be given and received by the Secretary
of the Corporation at the principal executive offices of the
Corporation either by personal delivery or by United States mail
not later than (i) with respect to an annual meeting of
stockholders, 90 days prior to the anniversary date of the
immediately preceding annual meeting, and (ii) with respect to a
special meeting of stockholders, the close of business on the
tenth day following the date on which notice of such meeting is
first given to stockholders. Each notice shall describe the
proposal or nomination in sufficient detail for the proposal or
nomination to be summarized on the agenda for the meeting and
shall set forth (i) the name and address, as it appears on the
books of the Corporation, of the stockholder who intends to make
the proposal or nomination; (ii) a representation that the
stockholder is a holder of record of stock of the Corporation
entitled to vote at such meeting and intends to appear in person
or by proxy at the meeting to present such proposal or nomination;
and (iii) the class and number of shares of the Corporation which
are beneficially owned by the stockholder. In addition, in the
case of a stockholder proposal, the notice shall set forth the
reasons for conducting such proposed business at the meeting and
any material interest of the stockholder in such business. In the
case of a nomination of any person for election as a director, the
notice shall set forth: (i) the name and address of any person to
be nominated; (ii) a description of all arrangements or under-
standings between the stockholder and each nominee and any other
person or persons (naming such person or persons) pursuant to
which the nomination or nominations are to be made by the stock-
holder; (iii) such other information regarding such nominee
proposed by such stockholder as would be required to be included
in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission; and (iv) the consent of each
nominee to serve as a director of the Corporation if so elected.
The presiding officer of the annual or special meeting shall, if
the facts warrant, refuse to acknowledge a proposal or nomination
not made in compliance with the foregoing procedure, and any such
proposal or nomination not properly brought before the meeting
shall not be transacted. Nothing contained in this Section shall
be deemed to decrease any time period set forth in the Securities
Exchange Act of 1934, as amended, or any rule or regulation of the
Securities and Exchange Commission thereunder.
SECTION 5. Notice of Stockholders' Meetings.
Written or printed 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 given not less
than ten (10) nor more than sixty (60) days before the date of the
meeting, or, in case of a merger or consolidation, not less than
twenty (20) nor more than sixty (60) days before the date of the
meeting, either personally or by mail, by or at the direction of
the Chairman of the Board, the President, the Secretary, or the
persons calling the meeting, to each stockholder of record
entitled to vote at such meeting. If mailed, such notice shall be
deemed to be given when deposited in the United States mail and
addressed to the stockholder at his address as it appears on the
records of the Corporation, with postage thereon prepaid.
SECTION 6. Closing of Transfer Books and
Fixing Record Date. The Board of Directors or the Executive
Committee shall have power to close the stock transfer books of
the Corporation for a period which shall not be more than sixty
(60) nor less than ten (10) days preceding the date of any meeting
of stockholders, or the date for payment of any dividend, or the
date for the allotment of rights, or the date when any change or
conversion or exchange of capital stock shall go into effect, or a
date in connection with obtaining the consent of stockholders for
any purpose, or a date for the purpose of any other lawful action.
In lieu of closing the stock transfer books as aforesaid, the
Board of Directors or Executive Committee may fix in advance a
date, which shall not be more than sixty (60) nor less than ten
(10) days preceding the date of any meeting of stockholders, or
the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or a date in
connection with obtaining the consent of stockholders for any
purpose, or a date for the purpose of any other lawful action, as
a record date for the determination of stockholders entitled to
notice of, and to vote at, any such meeting and any adjournment
thereof, or entitled to receive payment of any such dividend, or
to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital
stock, or to give such consent, or to take such lawful action, and
in such case such stockholders, and only such stockholders, as
shall be stockholders of record on the date so fixed shall be
entitled to such notice of, and to vote at, such meeting and any
adjournment thereof, or to receive payment of such dividend, or to
receive such allotment of rights, or to exercise such rights, or
to give such consent, or to take such lawful action, as the case
may be, notwithstanding any transfer of any stock on the books of
the Corporation after any such record date fixed as aforesaid.
SECTION 7. Voting Lists. The office or agent
having charge of the stock ledgers of the Corporation shall
prepare and make, at least ten (10) days before every meeting of
stockholders, a complete list of the stockholders entitled to vote
at said meeting of stockholders, arranged by class and series of
capital stock in alphabetical order within each series or class,
and showing the address of each stockholder and the number of
shares of such series or class registered in the name of each
stockholder. Such list shall be open to the examination of any
stockholder for any purpose germane to the meeting during ordinary
business hours, for a period of at least ten (10) days prior to
the meeting of stockholders, either at a place within the city,
town or village where the meeting of stockholders is to be held,
and which place shall be specified in the notice of the meeting,
or, if not so specified, at the place where said meeting is to be
held, and the list shall also be produced and kept at the time and
place of the meeting of stockholders during the whole time
thereof, and may be inspected by any stockholder who is present
thereat. The original or duplicate share ledger or transfer book
shall be the only evidence as to who are the stockholders entitled
to examine such list or share ledgers or transfer books or to vote
at any meeting of stockholders.
SECTION 8. Quorum and Voting. Holders of
shares representing a majority of the voting power of the
outstanding shares of capital stock of the Corporation entitled to
vote at said meeting represented in person or by proxy, shall
constitute a quorum at any meeting of stockholders, except as
otherwise provided by law, the Certificate of Incorporation, or
these by-laws. If a quorum is present, (1) in all matters other
than the election of directors, the affirmative vote of holders of
shares having a majority of the voting power of the shares of
capital stock present in person or represented by proxy at the
meeting and entitled to vote on the subject matter shall be the
act of the stockholders, unless the vote of a greater number is
required by statute or by the Certificate of Incorporation, and
(2) directors shall be elected by a plurality of the voting power
of the shares of capital stock present in person or represented by
proxy at the meeting and entitled to vote on the election of
directors. If shares representing less than a majority of the
voting power of the outstanding shares of capital stock of the
Corporation are represented at a meeting of stockholders, shares
with a majority of the voting power of the shares so represented
may adjourn the meeting from time to time without further notice.
SECTION 9. Voting of Shares. At each meeting
of the stockholders, each holder of capital stock, which shall, at
the time, possess voting powers, shall be entitled to vote, in
person or by proxy, and shall have the number of votes provided by
the Certificate of Incorporation, any applicable Certificate of
Designation or as otherwise required by law for each such share of
capital stock registered in his name on the date the stock
transfer books were closed preceding such meeting for the purpose
of determining stockholders entitled to vote at said meeting, or
on the record date fixed for the purpose of determining
stockholders entitled to vote at such meeting or, in the event
that the stock transfer books shall not be so closed or a record
date so fixed, on the date next preceding the date notice of such
meeting was given; provided, however, that, except where the stock
transfer books shall have been so closed, or a record date shall
have been so fixed, no share of stock shall be voted on at any
election for Directors, which shall have been transferred on the
books of the Corporation within twenty days next preceding such
election of Directors, and no proxy shall be voted or acted upon
after three years from its date unless such proxy provides for a
longer period. The vote for Directors and, upon the demand of any
stockholder entitled to vote, the vote upon any question before
any stockholders' meeting, shall be by ballot.
SECTION 10. Voting of Shares of Certain
Holders. Shares standing in the name of another corporation,
domestic or foreign, may be voted by such officer, agent, or proxy
as the by-laws of such corporation may prescribe, or, in the
absence of such provision, as the Board of Directors of such
corporation may determine.
Shares standing in the name of a deceased
person may be voted by his administrator or executor, either in
person or by proxy. Shares standing in the name of a guardian,
conservator, or trustee may be voted by such fiduciary, either in
person or by proxy.
A stockholder whose shares are pledged shall be
entitled to vote such shares until the shares have been
transferred into the name of the pledgee, and thereafter the
pledgee shall be entitled to vote the shares so transferred.
ARTICLE III
DIRECTORS
SECTION 1. General Powers. The property,
business and affairs of the Corporation shall be managed by its
Board of Directors.
SECTION 2. Number and Tenure. The number of
Directors shall be six but the number of Directors may, from time
to time, be altered by amendment of these by-laws. The Directors
shall serve staggered three year terms. The Directors shall be
classified in respect to the time for which they shall severally
hold office, into three classes, each class to consist of
one-third (1/3) in number of the Directors as near as may be. At
each annual election, the successors to the class of Directors
whose term expires in that year shall be elected for the term of
three years. The Directors shall be elected by the stockholders
at the stockholders' annual meeting, except as provided in Section
5 of this Article III, and each Director elected shall hold office
until his successor is duly elected and qualified.
SECTION 3. Place of Meetings; Records. The
Directors may hold their meeting and have one or more offices and
keep the books of the Corporation (except the original or
duplicate stock ledger) outside the State of Delaware at such
place or places as they may from time to time determine.
SECTION 4. General Powers. In addition to the
powers and duties by these by-laws expressly conferred upon them,
the Board of Directors may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by
statute, or by the Certificate of Incorporation, or by these by-
laws directed or required to be exercised or done by the
stockholders.
SECTION 5. Vacancies. Except as otherwise
provided by law, a vacancy in the office of any Director, because
of death, resignation, or otherwise, and newly created
directorships resulting from any increase in the authorized number
of Directors, may be filled by the vote of a majority of the
remaining Directors, though less than a quorum, and the Directors
so chosen shall hold office until the next annual meeting of the
stockholders and until their successors shall be duly elected and
qualified.
SECTION 6. Regular Meetings. A regular annual
meeting of the Board of Directors shall be held as close in time
after the annual meeting of stockholders as is convenient. In
addition, the Board of Directors shall hold at least three other
regular meetings in each year. Notice of all regular meetings
shall be given as provided in Section 8 of this Article and such
meetings shall be held at such place, either within or without the
State of Delaware, as may be designated in such notice. All
regular meetings shall be called by or at the request of the
Chairman or the President.
SECTION 7. Special Meetings. Special meetings
of the Board of Directors may be called by or at the request of
the Chairman, the President, or any two Directors. The person or
persons authorized to call special meetings of the Board of
Directors may fix any place, either within or without the State of
Delaware, as the place for holding any special meeting of the
Board of Directors called by them.
SECTION 8. Notice. Notice of any regular
meeting shall be given at least three days previously thereto and
notice of any special meeting shall be given at least ten days
previously thereto. Such notice shall be in writing and shall be
given personally or mailed or telegraphed or telexed to each
Director at his business address or at such other address as he
shall specify to the Secretary. If mailed, such notice shall be
deemed to be given when deposited in the United States mail in a
sealed envelope so addressed, with postage thereon prepaid. If
notice be given by telegram, such notice shall be deemed to be
given when the telegram is delivered to the telegraph company. If
notice be given by telex, such notice shall be deemed to be given
when transmitted. Any Director may waive notice of any meeting.
The attendance of a Director at any meeting shall constitute a
waiver of notice of such meeting, except where a Director attends
a meeting for the express purpose of objecting, at the beginning
of the meeting 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.
SECTION 9. Quorum. A majority of the Board of
Directors shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors (provided,
however, that if the Board of Directors shall have fewer than
three (3) members, a quorum shall consist of two (2) of such
members), provided that, if less than a quorum of the Directors
are present at said meeting, a majority of the Directors present
may adjourn the meeting from time to time without further notice.
SECTION 10. Manner of Acting. Except where
otherwise provided in these by-laws, 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.
SECTION 11. Compensation. Directors regularly
in the employ of the Corporation shall not receive compensation
for their services as Directors or as members of any committee of
the Board of Directors on which they serve. Directors not
regularly in the employ of the Corporation shall be paid
reasonable compensation for services as directors and as members
of any committee of the Board of Directors on which such Directors
serve, which shall be fixed by resolution of the Board of
Directors. Directors shall be reimbursed for reasonable expenses
incurred in attending meetings of the Board of Directors and
meetings of committees appointed by the Board of Directors.
Nothing herein contained shall be construed to preclude any
Director from serving the Corporation in any other capacity and
receiving compensation therefor.
ARTICLE IV
COMMITTEES
SECTION 1. Executive Committee. (a) The
Board of Directors of the Corporation at any regular or special
meeting called for such purpose may (in its discretion), by
resolution adopted by a majority of the whole Board, designate
three (3) or more Directors, two of whom shall be the Chairman of
the Board and the President of the Corporation, to constitute an
Executive Committee. Vacancies in the Executive Committee may be
filled by the Board of Directors. Each member of the Executive
Committee shall hold office until his successor shall have been
duly elected, or until his death, or until he shall resign or
shall have been removed from the Executive Committee by the Board,
or shall cease to be a Director. Any member of the Executive
Committee may be removed by resolution adopted by a majority of
the whole Board of Directors whenever in its judgment the best
interests of the Corporation would be served thereby. The
compensation, if any, of members of the Executive Committee shall
be established by resolution of the Board of Directors.
(b)
The Executive Committee shall have and may exercise all of the
authority of the Board of Directors in the management of the
Corporation, provided such committee shall not have the authority
of the Board of Directors in reference to amending the Certificate
of Incorporation, adopting a plan of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of
all or substantially all of the property and assets of the
Corporation, recommending to the stockholders a dissolution of the
Corporation or a revocation thereof or amending the by-laws of the
Corporation. The Executive Committee shall have the power to
authorize the seal of the Corporation to be affixed to all papers
which may require it. The Secretary of the Corporation shall act
as Secretary to the Executive Committee and keep full and complete
minutes of its meetings. Minutes of all meetings of the Executive
Committee shall be transmitted to the Directors of the Corporation
as soon as possible after such meetings but in no event later than
the meeting of the Board following the meeting of the Executive
Committee. The minute books of the Executive Committee shall at
all times be open to the inspection of any Director.
(c)
The Executive Committee shall meet at the call of the President,
or of any two members of the Executive Committee. A majority of
the members of the Executive Committee shall constitute a quorum
for the transaction of business (provided, however, that if the
Executive Committee shall have fewer than three (3) members, a
quorum shall consist of two (2) of such members) and the act of a
majority of those present shall constitute the act of the
Committee.
SECTION 2. Audit Committee. (a) The Board of
Directors of the Corporation at any regular or special meeting
shall, by resolution adopted by a majority of the whole Board,
designate three or more independent directors to constitute an
Audit Committee and appoint one of the directors so designated as
the chairman of the Audit Committee. Membership on the Audit
Committee shall be restricted to those Directors who are
independent of the management of the Corporation and are free from
any relationship that, in the opinion of the Corporation's Board
of Directors, would interfere with the exercise of the independent
judgment as a member of the committee. Vacancies in the committee
may be filled by the Board of Directors. Each member of the
committee shall hold office until his successor shall have been
duly elected, or until his death, or until he shall resign or
shall have been removed from the Audit Committee by the Board, or
shall cease to be a Director. Any member of the Audit Committee
may be removed from the committee by resolution adopted by a
majority of the whole Board of Directors whenever in its judgment
(1) such person is no longer an independent Director or free from
any relationship with the Corporation or any of its officers
prohibited by this section, or (2) the best interests of the
Corporation would be served thereby. The compensation, if any, of
members of the committee shall be established by resolution of the
Board of Directors.
(b)
The Audit Committee shall be responsible for recommending to the
Board of Directors the appointment or discharge of independent
auditors; reviewing with management and the independent auditors
the terms of engagement of independent auditors, including the
fees, scope and timing of the audit and any other services
rendered by such independent auditors; reviewing with independent
auditors and management the Corporation's policies and procedures
with respect to internal auditing, accounting and financial
controls, and dissemination of financial information; reviewing
with management, the independent auditors and the internal
auditors, the Corporation's financial statements, audit results
and reports and the recommendations made by the auditors with
respect to changes in accounting procedures and internal controls;
reviewing the results of studies of the Corporation's system of
internal accounting controls; and performing any other duties or
functions deemed appropriate by the Board of Directors. The
committee shall have such powers and rights as may be necessary or
desirable to fulfill these responsibilities including, the power
and right to consult with legal counsel and to rely upon the
opinion of such legal counsel. The Audit Committee is authorized
to communicate directly with the Corporation's financial officers
and employees, internal auditors and independent auditors on such
matters as it deems desirable and to have the internal auditors
and independent auditors perform such additional procedures as it
deems appropriate. The Audit Committee shall periodically report
to the Board of Directors on its activities.
(c)
Minutes of all meetings of the Audit Committee shall be submitted
to the Board of Directors of the Corporation. The minute book of
the committee shall at all times be open to the inspection of any
Director.
(d)
The Audit Committee shall meet at the call of its chairman or any
two members of the committee. A majority of the members of the
Audit Committee shall constitute a quorum for the transaction of
business (provided, however, that if the Audit Committee shall
have fewer than three (3) members, a quorum shall consist of two
(2) of such members) and the act of a majority of those present
shall constitute the act of the committee.
SECTION 3. Compensation Committee. (a) The
Board of Directors of the Corporation at any regular or special
meeting shall, by resolution adopted by a majority of the whole
Board, designate three or more Directors to constitute a
Compensation Committee and appoint one of the Directors so
designated as the chairman of the Compensation Committee.
Membership on the Compensation Committee shall be restricted to
disinterested persons which for this purpose shall mean any
Director, who, during the time he is a member of the Compensation
Committee is not eligible, and has not at any time within one year
prior thereto been eligible, for selection to participate in any
of the compensation plans administered by the Compensation
Committee. Vacancies in the committee may be filled at any
meeting of the Board of Directors. Each member of the committee
shall hold office until his successor shall have been duly
elected, or until his death or resignation, or until he shall have
been removed from the committee by the Board of Directors, or
until he shall cease to be a Director or a disinterested person.
Any member of the Compensation Committee may be removed by
resolution adopted by a majority of the whole Board of Directors
whenever in its judgment the best interests of the Corporation
would be served thereby. The Compensation Committee shall meet at
the call of its chairman or any two members of the committee. A
majority of the members of the Compensation Committee shall
constitute a quorum (provided, however, that if the Compensation
Committee shall have fewer than three (3) members, a quorum shall
consist of two (2) of such members) and an act of the majority of
those present shall constitute the act of the Compensation
Committee. The compensation, if any, of members of the committee
shall be established by resolution of the Board of Directors.
(b)
The Compensation Committee shall administer the Corporation's
stock option and incentive compensation plans and all other plans
which by their terms provide for administration by the
Compensation Committee. The Compensation Committee shall have the
power and authority vested in it by any plan of the Corporation
which the committee administers. The Compensation Committee shall
from time to time recommend to the Board of Directors the
compensation of the officers of the Corporation. The Compensation
Committee shall also make recommendations to the Board of
Directors with regard to the compensation of members of the Board
of Directors and its committees except the Compensation Committee.
SECTION 4. Nominating Committee. (a) The
Board of Directors of the Corporation at any regular or special
meeting may, by resolution adopted by a majority of the whole
Board, designate three or more directors to constitute a
Nominating Committee and appoint one of the Directors so
designated as the chairman of the Nominating Committee. The
majority of the members of the Nominating Committee shall be
persons who are not, during the time they are members of the
Nominating Committee, either officers or employees of the
Corporation. Vacancies in the committee may be filled by the
Board of Directors. Each member of the committee shall hold
office until his successor shall have been duly elected, or until
his death or resignation, or until he shall have been removed from
the committee by the Board of Directors, or until he shall cease
to be a Director. Any member of the Nominating Committee may be
removed by resolution of the whole Board of Directors whenever in
its judgment the best interests of the Corporation would be served
thereby. The Nominating Committee shall meet at the call of its
chairman or any two members of the committee. A majority of the
members of the Nominating Committee shall constitute a quorum
(provided, however, that if the Nominating Committee shall have
fewer than three (3) members, a quorum shall consist of two (2) of
such members) and an act of the majority of those present shall
constitute the act of the Nominating Committee. The compensation,
if any, of members of the committee shall be established by
resolution of the Board of Directors.
(b)
Before the annual meeting of the stockholders of the Corporation,
and before any special meeting of stockholders at which Directors
are to be elected, the Nominating Committee shall recommend to the
Board of Directors the names of individuals for submission to the
stockholders in the Corporation's proxy material as the Board's
nominees for election as Directors of the Corporation for which
the Board is soliciting proxies. From time to time, the
Nominating Committee shall make recommendations to the Board of
nominees to fill vacancies on the Board of Directors as they
occur. The Nominating Committee shall also, from time to time,
consider and make recommendations to the Board with regard to
increases or decreases in the size of the Board.
(c)
Nothing in this by-law is intended to prevent any individual
Director from making a recommendation of a person to be a Director
of the Corporation either to the Nominating Committee or to the
Board.
SECTION 5. Additional Committees. The Board
of Directors may, by resolution adopted by a majority of the whole
Board, from time to time create and appoint such committees in
addition to the Executive, Audit, Compensation and Nominating
Committees as it deems desirable. Each additional committee shall
bear such designation, shall have such powers, and shall perform
such duties, not inconsistent with these by-laws or with law, as
may be assigned to it by the Board of Directors; provided that no
such additional committee may exercise the powers of the Board of
Directors in the management of the business and affairs of the
Corporation except such as shall be expressly delegated to it.
The Board of Directors shall have the power to change the members
of any such additional committee at any time, to fill vacancies,
and to discharge any such additional committee at any time. The
compensation, if any, of members of any such committee shall be
established by resolution of the Board of Directors. A majority
of the members of any such committee shall constitute a quorum for
the transaction of business (provided, however, that if such
committee shall have fewer than three (3) members, a quorum shall
consist of two (2) of such members) and the act of a majority of
those present shall constitute the act of such committee.
ARTICLE V
OFFICERS
SECTION 1. Number. The officers of the
Corporation shall be a Chairman of the Board, President, one or
more Vice-Presidents (the number thereof to be determined by the
Board of Directors), a Treasurer, a Secretary, a Controller, and
such Assistant Treasurers, Assistant Secretaries, and other
officers as shall be elected or appointed by the Board of
Directors. More than one office may be held by the same
individual.
SECTION 2. Election and Term of Office. The
officers of the Corporation shall be elected annually by the Board
of Directors at the first meeting of the Board of Directors held
after each annual meeting of stockholders. If the election of
officers shall not be held at such meeting, such election shall be
held as soon thereafter as conveniently may be. Each officer
shall hold office until his successor shall have been duly elected
and shall have qualified or until his death or until he shall
resign or shall have been removed in the manner hereinafter
provided.
SECTION 3. Removal. Any officer or agent
elected or appointed by the Board of Directors may be removed by
the Board of Directors whenever in its judgment the best interests
of the Corporation would be served thereby, but such removal shall
be without prejudice to the contract rights, if any, of the person
so removed. Election or appointment of an officer or agent shall
not of itself create contract rights.
SECTION 4. Vacancies. A vacancy in any office
because of death, resignation, removal, disqualification or
otherwise, may be filled by the Board of Directors for the
unexpired portion of the term, and new offices may be created and
filled by the Board of Directors.
SECTION 5. Chairman of the Board. The
Chairman of the Board of Directors shall be the chief executive
officer of the corporation. He shall, subject to the provisions
of these by-laws and to the direction of the Board of Directors,
have general supervision and control over the business affairs and
properties of the corporation and of the activities of its several
officers. He may delegate to any officer, agent or employee of
the corporation such of his duties and authority as in his
judgment is in the best interests of the corporation or is
necessary for the conduct of its affairs. The Chairman of the
Board shall preside at all meetings of the stockholders and of the
Board of Directors, and shall see that all orders and resolutions
adopted by such bodies are carried into effect.
SECTION 6. President. The President shall be
the chief operating officer of the corporation and, subject to the
direction of the Board of Directors and of the Chairman of the
Board of Directors, shall have general charge of all operating
divisions and subsidiaries of the corporation and of such related
staff functions as the Chairman of the Board shall designate from
time to time. In the absence or disability of the Chairman of the
Board, the President shall preside at all meetings of the
stockholders and of the Board of Directors.
SECTION 7. The Chairman of the Board of
Directors and the President shall each be empowered to sign, with
the Secretary or any other proper officer of the corporation
thereunto authorized by the Board of Directors, certificates for
shares of stock of the corporation and they each shall have
general power to execute deeds, mortgages, bonds, contracts and
other instruments, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or
by these by-laws to some other officer or agent of the
Corporation.
SECTION 8. The Vice Presidents. The Vice
Presidents shall have such duties and powers as shall be
designated from time to time by the Board of Directors or by the
Chairman of the Board of Directors. They may be given additional
title designations descriptive of their general duties. In the
absence of the President, or in the event of his inability or his
refusal to act, the Board of Directors shall assign to any Vice
President the duty of acting for the President, and such Vice
President shall have all the powers of the President and be
subject to all the restrictions upon the President. Any Vice
President may sign, with the Secretary or an Assistant Secretary,
certificates for shares of the Corporation.
SECTION 9. The Treasurer. The Treasurer,
together with such other officers of the Corporation as may be
designated by the Board of Directors, shall deposit all moneys and
other valuable effects of the Corporation in the name and to the
credit of the Corporation in such depositaries as may be
designated by the Board of Directors, and shall disburse funds of
the Corporation, taking proper vouchers for such disbursements.
In general, the Treasurer shall perform the duties usually
incident to the office of treasurer, and such other duties as may
from time to time be assigned to him by the Board of Directors,
the Chairman of the Board, the President, or by such Vice
President as shall be designated as the chief financial officer of
the Corporation.
SECTION 10. The Secretary. The Secretary
shall: (a) keep the minutes of all meetings of the stockholders,
the Board of Directors, and the Executive Committee in one or more
books provided for that purpose, and shall perform like duties for
other committees of the Board when requested by such committees;
(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 certificates for shares prior to the issue thereof and to all
documents, the execution of which on behalf of the Corporation
under its seal is duly authorized in accordance with the
provisions of these by-laws; (d) keep a register of the post
office address of each stockholder; (e) sign with the Chairman of
the Board of Directors, the President, or a Vice President,
certificates for shares of the Corporation, the issue 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 incident
to the office of secretary and such other duties as from time to
time may be assigned to him by the Board of Directors, the
Chairman of the Board, or by the President.
SECTION 11. The Controller. The Controller
shall maintain adequate records of all assets, liabilities and
other financial transactions of the Corporation and, in general,
shall perform all duties incident to the office of Controller and
such other duties as from time to time may be assigned to him by
the Board of Directors, the Chairman of the Board, the President,
or the Vice President-Finance.
SECTION 12. Assistant Treasurers and Assistant
Secretaries. The Assistant Secretaries as thereunto authorized by
the Board of Directors may sign with the Chairman of the Board of
Directors, the President or a Vice President certificates for
shares of the Corporation, the issue of which shall have been
authorized by a resolution of the Board of Directors. The
Assistant Treasurers and Assistant Secretaries, in general, shall
perform such duties as shall be assigned to them by the Vice
President-Finance, the Treasurer, or the Secretary, respectively.
SECTION 13. Salaries. The salaries of the
officers shall be fixed from time to time by the Board of
Directors.
ARTICLE VI
CONTRACTS, LOANS, CHECK AND DEPOSITS
SECTION 1. Contracts. The Board of Directors
may authorize any officer or officers, agent or agents, to enter
into any contract or execute and deliver any instrument in the
name of and on behalf of the Corporation, and such authority may
be general or confined to specific instances. However, each of
the Chairman of the Board, President, and any Senior
Vice President of the Corporation, and any of them, are
specifically empowered to execute the following documents or
instruments in the ordinary course of business by and on behalf of
the Corporation.
(a)
Powers of attorney appointing persons, firms or
corporations as attorney-in-fact of the
Corporation, which powers of attorney may be
necessary or appropriate in connection with the
import or export of goods by or for the
Corporation.
(b)
Deeds or other instruments or conveyance
conveying real property or interests therein to
or from the Corporation if such real property
or interests therein have a value or purchase
price not in excess of $500,000.
(c)
Leases pursuant to which the Corporation
leases, as lessor or lessee, property (real,
personal or mixed) if such leases call for the
payment by or to the Corporation of rental in
the amount of not more than $100,000 per year.
(d)
Any and all other written agreements, documents
or instruments deemed necessary or appropriate
to the conduct of the business of the
Corporation in the ordinary course, and within
the ordinary or customary duties of the Vice
President executing the same.
SECTION 2. Loans. No loans shall be
contracted on behalf of the Corporation and no evidences of
indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be
general or confined to specific instances. However, each of the
Chairman of the Board, the President, the Vice President-Finance,
and the Treasurer of the Corporation, and any of them, is
authorized to borrow funds in the ordinary course of business and
to execute the necessary related documents or instruments by and
on behalf of the Corporation:
(a) up to the maximum amount provided in
any agreement previously approved by the Board
of Directors;
(b) or up to a maximum of $500,000 on open
account, under a line of credit, or under an
agreement not previously authorized by the
Board of Directors.
SECTION 3. 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 resolution of the Board of Directors.
SECTION 4. 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 depositaries as the Board of Directors may
select.
ARTICLE VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. Certificates representing shares of
stock of the Corporation shall be in such form as may be
determined from time to time by the Board of Directors or by the
Executive Committee. Every holder of stock in the Corporation
shall be entitled to have a certificate signed by, or in the name
of the Corporation by, the Chairman of the Board of Directors, the
President, or a Vice-President and the Secretary or an Assistant
Secretary of the Corporation, certifying the number of shares
owned by him in the Corporation. If the Corporation shall be
authorized to issue more than one class of stock or more than one
series of any class, designations, preferences and relative,
participating, optional and other special rights of each class of
stock or series thereof and the qualifications, limitations or
restrictions on such preferences and rights shall be set forth in
full or summarized on the face or back of the certificate which
the Corporation shall issue to represent such class or series of
stock; provided, however, that, to the full extent allowed by law,
in lieu of the foregoing requirements, there may be set forth on
the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock, a statement that
the Corporation will furnish without charge to each stockholder
who so requests the designations, preferences and relative,
participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or
restrictions of such preferences and rights. If such certificate
is countersigned (1) by a transfer agent other than the
Corporation or its employee or (2) by a registrar other than the
Corporation or its employee, any other signature on the
certificate may be a facsimile. In case any person who has signed
or whose facsimile signature has been placed upon any such
certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, it may be issued
by the Corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue. All
certificates for shares in the Corporation of the same class and
series shall be consecutively numbered. The name of the person
owning the shares of stock represented thereby with the number of
shares and date of issue shall be entered on the books of the
Corporation. All certificates surrendered to the Corporation for
transfer shall be cancelled and no new certificate shall be issued
until the former certificate for a like number of shares shall
have been surrendered and cancelled, except that in the case of a
lost, destroyed or mutilated certificate, a new one may be issued
therefore upon such terms and indemnity to the Corporation as the
Board of Directors may prescribe.
SECTION 2. Transfers of shares of stock of the
Corporation shall be made on the books of the Corporation only by
the person named in the certificates evidencing such shares of
stock or his successor or assignee, or by such person's attorney
lawfully constituted in writing, and upon surrender of such
certificates and delivery to the Corporation of proper evidence of
succession, assignment or other authority, to transfer.
SECTION 3. The Corporation shall be entitled
to treat the holder of record of any share or shares of stock as
the holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to, or interest in, such
share or shares on the part of any other person, whether or not
the Corporation shall have express or other notice thereof, save
as expressly provided by the laws of the State of Delaware.
SECTION 4. The Board of Directors or the
Executive Committee may from time to time appoint a Transfer Agent
and Registrar in one or more cities, may require all certificates
evidencing shares of stock of the Corporation to bear the
signatures of a Transfer Agent or Registrar, and may provide that
such certificates shall be transferable in more than one city.
SECTION 5. The Board of Directors may
authorize the Transfer Agent and Registrars of the Corporation to
issue and register, respectively, new certificates in place of any
certificates alleged to have been lost, stolen or destroyed, and
in its discretion and as a condition precedent to the issuance
thereof, may prescribe such terms and conditions as it deems
expedient, and may require such indemnities as it deems necessary
to protect the Corporation and said Transfer Agents and
Registrars.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation shall begin
on the first day of January and end on the thirty-first day of
December in each year.
ARTICLE IX
DIVIDENDS
Dividends on the capital stock of the
Corporation may be declared by the Board of Directors at any
meeting, regular or special, pursuant to law and to the provisions
of the Corporation's certificate of incorporation.
ARTICLE X
INDEMNIFICATION OF OFFICERS AND DIRECTORS
SECTION 1. The Corporation shall indemnify, in
accordance with and to the full extent now or hereafter permitted
by law, any person who was a party or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (including, without limitation, an action by or in
the right of the Corporation), by reason of his acting as a
director or officer of the Corporation (and the Corporation, in
the discretion of the Board of Directors, may so indemnify a
person by reason of the fact that he is or was an employee of the
Corporation or is and was serving at the request of the
Corporation in any other capacity for or on behalf of the
Corporation) against any liability or expense actually and
reasonably incurred by such person in respect thereof. Such
indemnification is not exclusive of any other right to
indemnification provided by law or otherwise. The right to
indemnification conferred by this Section shall be deemed to be a
contract between the Corporation and each person referred to
herein.
SECTION 2. The indemnification provided by
this Article shall not be deemed exclusive of any other rights to
which those indemnified may be entitled under any by-law,
agreement, vote of stockholders or disinterested Directors or
otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a Director, officer,
employee or agent and shall insure to the benefit of the heirs,
executors and administrators of such person.
SECTION 3. The Corporation may purchase and
maintain insurance on behalf of any person who is or was a
Director, officer, employee or agent of the corporation, or is or
was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not he would
be entitled to indemnity against such liability under the
provisions of this Article.
SECTION 4. No amendment to or repeal of these
provisions shall apply to or have any effect on the liability or
alleged liability of any person for or with respect to any acts or
omissions of such person occurring prior to such amendment.
ARTICLE XI
WAIVER OF NOTICE
Whenever any notice whatever is required to be
given under the provisions of these by-laws or under the
provisions of the Certificate of Incorporation or under the
provisions of law, waiver thereof in writing, signed by the person
or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of
such notice.
ARTICLE XII
The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization and the
words "Corporate Seal, Delaware". The seal may be used by causing
it or a facsimile thereof to be impressed or affixed or reproduced
otherwise.
ARTICLE XIII
SEVERABILITY OF PROVISIONS
If any provision of these by-laws, or the
application thereof to any person or circumstances, is held
invalid, the remainder of these by-laws, and the application of
such provision to other persons or circumstances, shall not be
affected thereby.
ARTICLE XIV
AMENDMENTS
These by-laws may be altered, amended or
repealed and new by-laws may be adopted by the Board of Directors.
