by laws stock corporation

7/28/2019 By Laws Stock Corporation

1/35

By Laws Stock Corporation

BY-LAWS

OF

_____________________, Inc.

ARTICLE I

SUBSCRIPTION, ISSUANCE AND TRANSFER OF SHARES

Section 1. Subscriptions - Subscribers to the capital stock of the corporation shall pay to the corporation

the subscription value or price of the stock in accordance with the terms and conditions prescribed by the

Board of Directors. Unpaid subscriptions shall not earn interest unless determined by the Board of

Directors.

Section 2. Certificate - Each stockholder shall be entitled to one or more certificates for such fully paid

stock subscription in his name in the books of the corporation. The certificates shall contain the mattersrequired by law and the Articles of Incorporation. They shall be in such form and design as may be

determined by the Board of Directors and numbered consecutively. The certificates, which must be

issued in consecutive order, shall bear the signature of the President, mutually countersigned by the

Secretary or Assistant Secretary, and sealed with the corporate seal.

Section 3. Transfer of Shares - Subject to the restrictions, terms and conditions contained in the Articles

of Incorporation, shares may be transferred, sold, ceded, assigned or pledged by delivery of the

certificates duly endorsed by the stockholder, his attorney-in-fact, or other legally authorized person. The

transfer shall be valid and binding on the corporation only upon record thereof in the books of the

corporation, cancellation of the certificate surrendered to the Secretary, and issuance of a new certificate

to the transferee.

No shares of stock against which the corporation holds unpaid claim shall be transferable in the books of

the corporation.

All certificates surrendered for transfer shall be stamped "Canceled"on the face thereof, together with the

date of cancellation, and attached to the corresponding stub with the certificate book.

Section 4. Lost Certificates - In case any certificate for the capital stock of the corporation is lost, stolen,

or destroyed, a new certificate may be issued in lieu thereof in accordance with the procedure prescribed

under Section 73 of the Corporation Code

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Regular Meetings - The regular meetings of stockholders, for the purpose of electing directors

and for the transaction of such business as may properly come before the meeting, shall be held at the

principal office on the _____________ of each year, if a legal holiday, then on the following day.


2/35

Section 2. Special Meeting - The special meetings of stockholders, for any purpose or purposes, may at

any time be called by any of the following: (a) Board of Directors, at its own instance, or at the written

request of stockholders representing a majority of the outstanding capital stock, (b) President.

Section 3. Place of Meeting - Stockholders' meetings, whether regular or special, shall be held in the

principal office of the corporation or at any place designated by the Board of Directors in the city or

municipality where the principal office of the corporation is located.

Section 4. Notice of Meeting - Notices for regular or special meetings of stockholders may be sent by the

Secretary by personal delivery or by mail at least two (2) weeks prior to the date of the meeting to each

stockholder of record at his last known post office address or by publication in a newspaper of general

circulation. The notice shall state the place, date and hour of the meeting, and the purpose or purposes

for which the meeting is called. In case of special meetings, only matters stated in the notice can be

subject of motions or deliberations at such meeting.

When the meeting of stockholders is adjourned to another time or place, it shall not be necessary to give

any notice of the adjourned meeting if the time and place to which the meeting is adjourned are

announced at the meeting at which the adjournment is taken. At the reconvened meeting, any business

may be transacted that might have been transacted on the original date of the meeting.

Section 5. Quorum - Unless otherwise provided by law, in all regular or special meeting of stockholders, a

majority of the outstanding capital stock must be present or represented in order to constitute a quorum. If

no quorum is constituted, the meeting shall be adjourned until the requisite amount of stock shall be

present.

Section 6. Conduct of Meeting - Meeting of the stockholders shall be presided over by the Chairman of

the Board, or in his absence, the President, or if none of the foregoing is in office and present and acting,

by a chairman to be chosen by the stockholders. The Secretary shall act as Secretary of every meeting,

but if not present, the chairman of the meeting shall appoint a secretary of the meeting. The chairman of

the meeting may adjourn the meeting from time to time, without notice other than announced at the

meeting.

Section 7. Manner of Voting - At all meetings of stockholders, a stockholder may vote in person or by

proxy executed in writing by the stockholder or his duly authorized attorney-in-fact. Unless otherwise

provided in the proxy, it shall be valid only for the meeting at which it has been presented to the

Secretary.

All proxies must be in the hands of the Secretary before the time set for the meeting. Such proxies filed

with the Secretary may be revoked by the stockholders either in an instrument in writing duly presented

and recorded with the Secretary prior to a scheduled meeting or by their personal presence at the

meeting.

Section 8. Closing of Transfer Books of Fixing of Record Date - For the purpose of determining the

stockholders entitled to notice of, or to vote at, any meeting of stockholders or any adjournment thereof orto receive payment of any dividend, or of making a determination of stockholders for any proper purpose,

the Board of Directors may provide that the stock and transfer books be closed for a stated period, but not

to exceed, in any case, twenty (20) days. If the stock and transfer books be closed for the purpose of

determining stockholders entitled to notice of, or to vote at, a meeting of stockholders, such books shall

be closed for at least ten (10) working days immediately preceding such meeting. In lieu of closing the

stock and transfer books, the Board of Directors may fix in advance a date as the record date which shall

in no case be more than twenty (20) days prior to the date on which the particular action requiring such


3/35

determination of stockholders is to be taken, except in instance where applicable rules and regulations

provided otherwise.

ARTICLE III

BOARD OF DIRECTORS

Section 1. Powers of the Board - Unless otherwise provided by law, the corporate powers of the

corporation shall be exercised, all business conducted and all property of the corporation controlled and

held by the Board of Directors to be elected by and from among the stockholders. Without prejudice to

such general powers and such other powers as may be granted by law, the Board of Directors shall have

the following express powers:

a) From time to time, to make and change rules and regulations not inconsistent with these by-laws for

the management of the corporation's business and affairs;

b) To purchase, receive, take or otherwise acquire in any lawful manner, for and in the name of the

corporation, any and all properties, rights, interest or privileges, including securities and bonds of other

corporations, as the transaction of the business of the corporation may reasonably or necessarily require,for such consideration and upon such terms and conditions as the Board may deem proper or convenient;

c) To invest the funds of the corporation in another corporation or business or for any other purposes

other than those for which the corporation was organized, whenever in the judgment of the Board of

Directors the interests of the corporation would thereby be promoted, subject to such stockholders'

approval as may be required by law;

d) To incur such indebtedness as the Board may deem necessary and, for such purpose, to make and

issue evidence of such indebtedness including, without limitation, notes, deeds of trust, instruments,

bonds, debentures, or securities, subject to such stockholders' approval as may be required by law,

and/or pledge, mortgage, or otherwise encumber all or part of the properties and rights of the corporation;

provided that the borrowing shall be sourced from not more than nineteen (19) lenders;

e) To guarantee and secure payment of, for and in behalf of the obligations of other corporations or

entities in which it has lawful interest;

f) To make provisions for the discharge of the obligations of the corporation as they mature, including

payment for any property, or in stocks, bonds, debentures, or other securities of the corporation lawfully

issued for the purpose;

g) To sell, lease, exchange, assign, transfer or otherwise dispose of any property, real or personal,

belonging to the corporation whenever in the Board's judgment, the corporation's interest would thereby

be promoted;

h) To establish pension, retirement, bonus, profit- sharing, or other types of incentives or compensation

plans for the employees, including officers and directors of the corporation and to determine the persons

to participate in any such plans and the amount of their respective participation;

i) To prosecute, maintain, defend, compromise or abandon any lawsuit in which the corporation or its

officers are either plaintiffs or defendants in connection with the business of the corporation, and likewise,

to grant installments for the payments or settlement of whatsoever debts are payable to the corporation;


4/35

j) To delegate, from time to time, any of the powers of the Board which may lawfully be delegated in the

course of the current business or businesses of the corporation to any standing or special committee or to

any officer or agent and to appoint any persons to be agents of the corporation with such powers

(including the power to sub-delegate), and upon such terms, as may be deemed fit;

k) To implement these by-laws and to act on any matter not covered by these by-laws provided such

matter does not require the approval or consent of the stockholders under any existing law, rules orregulation.

Section 2. Election and Term - The Board of Directors shall be elected during each regular meeting of

stockholders and shall hold office for one (1) year and until their successors are elected and qualified.

Section 3. Vacancies - Any vacancy occurring in the Board of Directors other than by removal by the

stockholders or by expiration of term, may be filled by the vote of at least a majority of the remaining

directors, if still constituting a quorum; otherwise, the vacancy must be filled by the stockholders at a

regular or at any special meeting of stockholders called for the purpose. A director so elected to fill a

vacancy shall be elected only for the unexpired term of his predecessor in office.

Any directorship to be filled by reason of an increase in the number of directors shall be filled only by anelection at a regular or at a special meeting of stockholders duly called for the purpose, or in the same

meeting authorizing the increase of directors if so stated in the notice of the meeting.

The vacancy resulting from the removal of a director by the stockholders in the manner provided by law

may be filed by election at the same meeting of stockholders without further notice, or at any regular or at

any special meeting of stockholders called for the purpose, after giving notice as prescribed in this by-

laws.

Section 4. Meetings - Regular meetings of the Board of Directors shall be held once every quarter of the

year on such dates and at such times and places as the Chairman of the Board, or in his absence, the

President, or upon the request of a majority of the directors and shall be held at such places as may be

designated in the notice.

Section 5. Notice - Notice of the regular or special meeting of the Board specifying the date, time and

place of the meeting, shall be communicated by the Secretary to each director personally, or by

telephone, telex, telegram, facsimile or by written or oral message. A director may waive this requirement,

either expressly or impliedly.

Section 6. Quorum - A majority of the number of directors as fixed in the Articles of Incorporation shall

constitute a quorum for the transaction of corporate business and every decision of at least a majority of

the directors present at a meeting at which there is a quorum shall be valid as a corporate act, except for

the election of officers which shall require the vote of a majority of all the members of the Board.

Section 7. Conduct of the Meetings - Meetings of the Board of Directors shall be presided over by the

Chairman of the Board, or in his absence, the President or if none of the foregoing is in office and presentand a?ting, by any other director chosen by the Board. The Secre4ary shall act as secretary of every

meeting, if not present, the Chairman of the meeting shall appoint a secretary of the meeting.

Section 8. Compensation - By resolution of the Board, each director shall receive a reasonable per diem

allowance for the attendance at each meeting of the Board. As compensation, the Board shall receive

and allocate an amount of not more than ten percent (10%) of the net income before income tax of the

corporation during the preceding year. Such compensation shall be determined and apportioned among

the directors in such manner as the Board may deem proper, subject to the approval of stockholders


5/35

representing at least a majority of the outstanding capital stock at a regular or special meeting of the

stockholders.

ARTICLE IV

OFFICERS

Section 1. Election/Appointment - Immediately after their election, the Board of Directors shall formally

organize by electing the Chairman, the President, one or more Vice- President, the Treasurer, and the

Secretary, at said meeting.

The Board may, from time to time, appoint such other officers as it may determine to be necessary or

proper. Any two (2) or more positions may be held concurrently by the same person, except that no one

shall act as President and Treasurer or Secretary at the same time.

Section 2. Chairman of the Board - The Chairman of the Board of Directors shall preside at the meetings

of the directors and the stockholders. He shall also exercise such powers and perform such duties as the

Board of Directors may assign to him.

Section 3. President - The President, who shall be a director, shall be the Chief Executive Officer of the

corporation and shall also have administration and direction of the day-to-day business affairs of the

corporation. He shall exercise the following functions:

a) To preside at the meetings of the Board of Directors and of the stockholders in the absence of the

Chairman of the Board of Directors;

b) To initiate and develop corporate objectives and policies and formulate long range projects, plans and

programs for the approval of the Board of Directors, including those for executive training, development

and compensation;

c) To have general supervision and management of the business affairs and property of the corporation;

d) To ensure that the administrative and operational policies of the corporation are carried out under his

supervision and control;

e) Subject to guidelines prescribed by law, to appoint remove, suspend or discipline employees of the

corporation, prescribe their duties and determine their salaries;

f) To oversee the preparation of the budgets and the statement of accounts of the corporation;

g) To prepare such statements and reports of the corporation as may be required of him by law;

h) To represent the corporation at all functions and proceedings;

i) To execute on behalf of the corporation all contracts, agreements and other instruments affecting the

interests of the corporation which require the approval of the Board of Directors, except as otherwise

directed by the Board of Directors;

j) To make reports to the Board of Directors and stockholders;

k) To sign certificates of stock;


6/35

l) To perform such other duties as are incident to his office or are entrusted to him by the Board of

Directors;

The President may assign the exercise or performance of any of the foregoing powers, duties and

functions to any other officer(s), subject always to his supervision and control.

Section 4. The Vice-President(s) - If one or more Vice- Presidents are appointed, he/they shall have suchpowers and shall perform such duties as may from time to time be assigned to him/them by the Board of

Directors or by the President.

Section 5. The Secretary - The Secretary must be a resident and a citizen of the Philippines. He shall be

the custodian of and shall maintain the corporate books and record and shall be the recorder of the

corporation's formal actions and transactions. He shall have the following specific powers and duties:

a) To record or see to the proper recording of the minutes and transactions of all meetings of the directors

and the stockholders and to maintain minute books of such meetings in the form and manner required by

law;

b) To keep or cause to be kept record books showing the details required by law with respect to the stockcertificates of the corporation, including ledgers and transfer books showing all shares of the corporation

subscribed, issued and transferred;

c) To keep the corporate seal and affix it to all papers and documents requiring a seal, and to attest by his

signature all corporate documents requiring the same;

d) To attend to the giving and serving of all notices of the corporation required by law or these by-laws to

be given;

e) To certify to such corporate acts, countersign corporate documents or certificates, and make reports or

statements as may be required of him by law or by government rules and regulations;

f) To act as the inspector of the election of directors and, as such, to determine the number of shares of

stock outstanding and entitled to vote, the shares of stock represented at the meeting, the evidence of a

quorum, the validity and effect of proxies, and to receive votes, ballots or consents, hear and determine

all challenges and questions arising in connection with the right to vote, count and tabulate all votes,

ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote.

The Secretary may assign the exercise or performance of any or all the foregoing duties, powers and

functions to any other person or persons, subject always to his supervision and control;

g) To perform such other duties as incident to his office or as may be assigned to him by the Board of

Directors or the President.

Section 6. Treasurer - The Treasurer of the corporation shall be its chief fiscal officer and the custodian of

its funds, securities and property. The Treasurer shall have the following duties:

a) To keep full and accurate accounts of receipts and disbursements in the books of the corporation;

b) To have custody of, and be responsible for, all the funds, securities and bonds of the corporation;


7/35

c) To deposit in the name and to the credit of the corporation, in such bank as may be designated from

time to time by the Board of Directors, all the moneys, funds, securities, bonds and similar valuable

effects belonging to the corporation which may come under his control;

d) To render an annual statement showing the financial condition of the corporation and such other

financial reports as the Board of Directors, the Chairman, or the President, may, from time to time require;

e) To prepare such financial reports, statements, certifications and other documents which may, from time

to time, be required by government rules and regulations and to submit the same to the proper

government agencies;

f) To exercise such powers and perform such duties and functions as may be assigned to him by the

President.

Section 7. Term of Office - The term of office of all officers shall be for a period of one (1) year and until

their successors are duly elected and qualified. Such officers may however be sooner removed for cause.

Section 8. Vacancies - If any position of the officers becomes vacant by reason of death, resignation,

disqualification or for any other cause, the Board of Directors by majority vote may elect a successor whoshall hold office for the unexpired term.

Section 9. Compensation - The by-laws officers shall receive such remuneration as the Board of Directors

may determine. All other officers shall receive such remuneration as the Board of Directors may

determine upon recommendation of the President. A director shall not be precluded from serving the

corporation in any other capacity as an officer, agent, or otherwise, and receiving compensation therefor.

ARTICLE V

OFFICE

Section 1. Office - The principal office of the corporation shall be located at the place stated in Article III ofthe Articles of Incorporation. The corporation may have such other branch offices, either within or outside

the Philippines, as the Board of Directors may designate or as the business of the corporation may, from

time to time require.

ARTICLE VI

AUDIT OF BOOKS, FISCAL YEAR AND DIVIDENDS

Section 1. External Auditors - At the regular stockholders' meeting, the external auditor or auditors of the

corporation for the ensuing year shall be appointed. The external auditor or auditors shall examine, verify

and report on the earnings and expenses of the corporation and shall certify the remuneration of the

external auditor or auditors as determined by the Board of Directors.

Section 2. Fiscal Year - The fiscal year of the corporation shall begin on the first day of January and end

on the last day of December of each year.

Section 3. Dividends - Dividends shall be declared and paid out of the unrestricted retained earnings

which shall be payable in cash, property or stock to all stockholders on the basis of outstanding stock

held by them, as often and at such times as the Board of Directors may determine and in accordance with

law and applicable rules and regulations.


8/35

ARTICLE VII

AMENDMENTS

Section 1. Amendments - This by-laws may be amended or repealed by the affirmative vote of at least a

majority of the Board of Directors and the stockholders representing a majority of the outstanding capital

stock at any stockholders' meeting called for the purpose. However, the power to amend, modify, repealor adopt new by-laws may be delegated to the Board of Directors by the affirmative vote of stockholders

representing not less than two-thirds of the outstanding capital stock; provided, however, that any such

delegation of powers to the Board of Directors to amend, repeal or adopt new by-laws may be revoked

only by the vote of the stockholders representing a majority of the outstanding capital stock at a regular or

special meeting.

ARTICLE VIII

SEAL

Section 1. Form and Inscriptions - The corporate seal shall be determined by the Board of Directors.

ARTICLE IX

ADOPTION CLAUSE

The foregoing by-laws was adopted by all the stockholders of the corporation on _____________ at the

principal office of the corporation.

IN WITNESS WHEREOF, we, the undersigned incorporators present at said meeting and voting thereat

in favor of the adoption of said by-laws, have hereunto subscribed our names this _____________ at

_____________ City, Philippines.

(SIGNATURES OF ALL INCORPORATORS)


9/35

1

BY-LAWS

of

CHEVRON CORPORATION

As Amended March 28, 2012

ARTICLE I.

The Board of Directors

SECTION 1. Authority of Board. The business and affairs of Chevron Corporation

(herein called the "Corporation") shall be managed by or under the direction of the Board of

Directors (the "Board") or, if authorized by the Board, by or under the direction of one or more

committees thereof, to the extent permitted by law and by the Board. Except as may be

otherwise provided by law or these By-Laws or, in the case of a committee of the Board, by

applicable resolution of the Board or such committee, the Board or any committee thereof may

act by unanimous written consent or, at an authorized meeting at which a quorum is present, by

the vote of the majority of the Directors present at the meeting. Except as may be otherwise

provided by law, the Board shall have power to determine from time to time whether, and if

allowed, when and under what conditions and regulations any of the accounts and books of the

Corporation shall be open to inspection.

SECTION 2. Number of Directors; Vacancies. The authorized number of Directors who

shall constitute the Board shall be fixed from time to time by resolution of the Board approved

by at least a majority of the Directors then in office, provided that no such resolution other than a

resolution to take effect as of the next election of Directors by the stockholders shall have the

effect of reducing the authorized number of Directors to less than the number of Directors in

office as of the effective time of the resolution.

Whenever there shall be fewer Directors in office than the authorized number of Directors,


10/35

the Board may, by resolution approved by a majority of the Directors then in office, choose one

or more additional Directors, each of whom shall hold office until the next annual meeting of

stockholders and until his or her successor is duly elected.

SECTION 3. Authorized Meetings of the Board. The Board shall have authority to hold

annual, regular and special meetings. An annual meeting of the Board may be held immediately

after the conclusion of the annual meeting of the stockholders. Regular meetings of the Board

may be held at such times as the Board may determine. Special meetings may be held if called

by the Chairman of the Board, a Vice-Chairman of the Board, or by at least one third of the

Directors then in office.

Notice of the time or place of a meeting may be given in person or by telephone by any

officer of the Corporation, or transmitted electronically to the Director's home or office, or

entrusted to a third party company or governmental entity for delivery to the Director's business

address. Notice of annual or regular meetings is required only if the time for the meeting is

changed or the meeting is not to be held at the principal executive offices of the Corporation.

When notice is required, it shall be given not less than four hours prior to the time fixed for the 2

meeting; provided, however, that if notice is transmitted electronically or entrusted to a third

party for delivery, the electronic transmission shall be effected or the third party shall promise

delivery by not later than the end of the day prior to the day fixed for the meeting. The Board

may act at meetings held without required notice if all Directors consent to the holding of the

meeting before, during or after the meeting.

At all meetings of the Board, a majority of the Directors then in office shall constitute a

quorum for all purposes. If any meeting of the Board shall lack a quorum, a majority of the

Directors present may adjourn the meeting from time to time, without notice, until a quorum is

obtained.

SECTION 4. Committees. The Board may, by resolution approved by at least a majority


11/35

of the authorized number of Directors, establish committees of the Board with such powers,

duties and rules of procedure as may be provided by the resolutions of the Board establishing

such committees. Any such committee shall have a secretary and report its actions to the Board.

SECTION 5. Compensation. Directors who are not also employees of the Corporation

shall be entitled to such compensation for their service on the Board or any committee thereof as

the Board may from time to time determine.

ARTICLE II

Officers

SECTION 1. Executive Committee. The Board may, by resolution approved by at least a

majority of the authorized number of Directors, establish and appoint one or more officers of the

Corporation to constitute an Executive Committee (the "Executive Committee"), which, under

the direction of the Board and subject at all times to its control, shall have and may exercise all

the powers and authority of the Board in the management of the business and affairs of the

Corporation, except as may be provided in the resolution establishing the Executive Committee

or in another resolution of the Board or by the General Corporation Law of the State of

Delaware. The Executive Committee shall have a secretary and report its actions to the Board.

SECTION 2. Designated Officers. The officers of the Corporation shall be elected by, and

serve at the pleasure of, the Board and shall consist of a Chairman of the Board, a Chief

Executive Officer and a Secretary and such other officers, including, without limitation, one or

more Vice-Chairmen of the Board, a Vice-President and Chief Financial Officer, a

Vice-President and General Counsel, one or more other Vice-Presidents, one or more Assistant

Secretaries, a Treasurer, one or more Assistant Treasurers, a Comptroller and a General Tax

Counsel, as may be elected by the Board to hold such offices or such other offices as may be

created by resolution of the Board.

SECTION 3. Chairman of the Board. The Chairman of the Board shall be elected each


12/35

year by the Board at the meeting held immediately following the Annual Meeting of

Stockholders. The Chairman shall preside at meetings of the stockholders and the Board, and

shall have such other powers and perform such other duties as may from time to time be granted

or assigned by the Board. In the Chairmans absence, a Vice-Chairman of the Board, as

designated and available, shall preside at meetings of the stockholders and the Board.3

SECTION 4. Chief Executive Officer. The Chief Executive Officer shall be a member of

the Board and shall have general charge and supervision of the business of the Corporation, shall

preside at meetings of the Executive Committee, and shall have such other powers and duties as

may from time to time be granted or assigned by the Board or, subject to the control of the

Board, by a committee thereof or by the Executive Committee, or otherwise be in accordance

with the direction of the Board. In the Chief Executive Officers absence, a Vice-Chairman of

the Board, as designated and available, shall preside at meetings of the Executive Committee. If

so elected, the Chief Executive Officer may also serve as Chairman or Vice-Chairman of the

Board.

SECTION 5. Vice-Chairman of the Board. A Vice-Chairman of the Board shall be a

member of the Board and a Vice-Chairman of the Executive Committee, and shall have such

other powers and perform such other duties as may from time to time be granted or assigned to

him by the Board or, subject to the control of the Board, by a committee thereof or by the

Executive Committee, or otherwise be in accordance with the direction of the Board.

SECTION 6. Vice-President and Chief Financial Officer. The Vice-President and Chief

Financial Officer shall consider the adequacy of, and make recommendations to the Board and

Executive Committee concerning, the capital resources available to the Corporation to meet its

projected obligations and business plans; report periodically to the Board on financial results and

trends affecting the business; and shall have such other powers and perform such other duties as

may from time to time be granted or assigned to him by the Board or, subject to the control of


13/35

the Board, by a committee thereof or by the Executive Committee, or otherwise be in accordance

with the direction of the Board.

SECTION 7. Vice-President and General Counsel. The Vice-President and General

Counsel shall supervise and direct the legal affairs of the Corporation and shall have such other

powers and perform such other duties as may from time to time be granted or assigned to him by

the Board or, subject to the control of the Board, by a committee thereof or by the Executive

Committee, or otherwise be in accordance with the direction of the Board.

SECTION 8. Vice-Presidents. In the event of the absence or disability of the Chairman of

the Board and the Vice-Chairmen of the Board, one of the Vice-Presidents may be designated by

the Board to exercise their powers and perform their duties, and the Vice-Presidents shall have

such other powers and perform such other duties as may from time to time be granted or

assigned to them by the Board or, subject to the control of the Board, by a committee thereof or

by the Executive Committee, or otherwise be in accordance with the direction of the Board.

SECTION 9. Secretary. The Secretary shall keep full and complete records of the

proceedings of the Board, the Executive Committee and the meetings of the stockholders; keep

the seal of the Corporation, and affix the same to all instruments which may require it; have

custody of and maintain the Corporation's stockholder records; and shall have such other powers

and perform such other duties as may from time to time be granted or assigned to him by the

Board or, subject to the control of the Board, by a committee thereof or by the Executive


SECTION 10. Assistant Secretaries. The Assistant Secretaries shall assist the Secretary in

the performance of his duties and shall have such other powers and perform such other duties as

may from time to time be granted or assigned to them by the Board or, subject to the control of 4




14/35

SECTION 11. Treasurer. The Treasurer shall have custody of the funds of the

Corporation and deposit and pay out such funds, from time to time, in such manner as may be

prescribed by, or be in accordance with the direction of, the Board, and shall have such other

powers and perform such other duties as may from time to time be granted or assigned to him by

the Board or, subject to the control of the Board, by a committee thereof or by the Executive


SECTION 12. Assistant Treasurers. The Assistant Treasurers shall assist the Treasurer in

the performance of his duties and shall have such other powers and perform such other duties as

may from time to time be granted or assigned to them by the Board or, subject to the control of



SECTION 13. Comptroller. The Comptroller shall be the principal accounting officer of

the Corporation and shall have charge of the Corporation's books of accounts and records; and

shall have such other powers and perform such other duties as may from time to time be granted

or assigned to him by the Board or, subject to the control of the Board, by a committee thereof or

by the Executive Committee, or otherwise be in accordance with the direction of the Board.

SECTION 14. General Tax Counsel. The General Tax Counsel shall supervise and direct

the tax matters of the Corporation and shall have such other powers and perform such other

duties as may from time to time be granted or assigned to him by the Board or, subject to the

control of the Board, by a committee thereof or by the Executive Committee, or otherwise be in

accordance with the direction of the Board.

SECTION 15. Other Officers. Any other elected officer shall have such powers and

perform such duties as may from time to time be granted or assigned to him by the Board or,

subject to the control of the Board, by a committee thereof or by the Executive Committee, or

otherwise be in accordance with the direction of the Board.


15/35

SECTION 16. Powers of Attorney. Whenever an applicable statute, decree, rule or

regulation requires a document to be subscribed by a particular officer of the Corporation, such

document may be signed on behalf of such officer by a duly appointed attorney-in-fact, except as

otherwise directed by the Board or the Executive Committee or limited by law.

SECTION 17. Compensation. The officers of the Corporation shall be entitled to

compensation for their services. The amounts and forms of compensation which each of such

officers shall receive, and the manner and times of its payment, shall be determined by, or be in

accordance with the direction of, the Board.5

ARTICLE III

Stock and Stock Certificates

SECTION 1. Stock. The Board or, to the extent permitted by the General Corporation Law

of the State of Delaware, any committee of the Board expressly so authorized by resolution of

the Board may authorize from time to time the issuance of new shares of the Corporation's

Common Stock ("Common Stock") or any series of Preferred Stock ("Preferred Stock"), for such

lawful consideration as may be approved by the Board or such committee, up to the limit of

authorized shares of Common Stock or such series of Preferred Stock. The Board, the Executive

Committee or any committee of the Board expressly so authorized by resolution of the Board

may authorize from time to time the purchase on behalf of the Corporation for its treasury of

issued and outstanding shares of Common Stock or Preferred Stock and the resale, assignment or

other transfer by the Corporation of any such treasury shares.

SECTION 2. Stock Certificates. Shares of Stock of the Corporation shall be uncertificated

and shall not be represented by certificates, except to the extent as may be required by applicable

law or as may otherwise be authorized by the Secretary or an Assistant Secretary.

Notwithstanding the foregoing, shares of Stock represented by a certificate and issued and

outstanding on August 1, 2005 shall remain represented by a certificate until such certificate is


16/35

surrendered to the Corporation.

In the event shares of Stock are represented by certificates, such certificates shall be

registered upon the books of the Corporation and shall be signed by the Chairman of the Board, a

Vice-Chairman of the Board or a Vice-President, together with the Secretary or an Assistant

Secretary of the Corporation, shall bear the seal of the Corporation or a facsimile thereof, and

shall be countersigned by a Transfer Agent and the Registrar for the Stock, each of whom shall

by resolution of the Board be appointed with authority to act as such at the pleasure of the Board.

No certificate for a fractional share of Common Stock shall be issued. Certificates of Stock

signed by the Chairman of the Board, a Vice-Chairman of the Board or a Vice-President,

together with the Secretary or an Assistant Secretary, being such at the time of such signing, if

properly countersigned as set forth above by a Transfer Agent and the Registrar, and if regular in

other respects, shall be valid, whether such officers hold their respective positions at the date of

issue or not. Any signature or countersignature on certificates of Stock may be an actual

signature or a printed or engraved facsimile thereof.

SECTION 3. Lost or Destroyed Certificates. The Board or the Executive Committee may

designate certain persons to authorize the issuance of new certificates of Stock or uncertificated

shares to replace certificates alleged to have been lost or destroyed, upon the filing with such

designated persons of both an affidavit or affirmation of such loss or destruction and a bond of

indemnity or indemnity agreement covering the issuance of such replacement certificates or

uncertificated shares, as may be requested by and be satisfactory to such designated persons.

SECTION 4. Stock Transfers. Transfer of shares of Stock represented by certificates shall

be made on the books of the Corporation only upon the surrender of a valid certificate or

certificates for not less than such number of shares, duly endorsed by the person named in the

certificate or by an attorney lawfully constituted in writing. Transfer of uncertificated shares of

Stock shall be made on the books of the Corporation upon receipt of proper transfer instructions


17/35

from the registered owner of the uncertificated shares, an instruction from an approved source

duly authorized by such owner or from an attorney lawfully constituted in writing. The 6

Corporation may impose such additional conditions to the transfer of its Stock as may be

necessary or appropriate for compliance with applicable law or to protect the Corporation, a

Transfer Agent or the Registrar from liability with respect to such transfer.

SECTION 5. Stockholders of Record. The Board may fix a time as a record date for the

determination of stockholders entitled to receive any dividend or distribution declared to be

payable on any shares of the Corporation; or to vote upon any matter to be submitted to the vote

of any stockholders of the Corporation; or to be present or to be represented by proxy at any

meeting of the stockholders of the Corporation, which record date in the case of a meeting of the

stockholders shall be not more than sixty nor less than ten days before the date set for such

meeting; and only stockholders of record as of the record date shall be entitled to receive such

dividend or distribution, or to vote on such matter, or to be present or represented by proxy at

such meeting.

ARTICLE IV

Meetings of Stockholders

SECTION 1. Meetings of Stockholders. An annual meeting of the stockholders of the

Corporation shall be held each year, at which Directors shall be elected to serve for the ensuing

year and until their successors are elected. The time and place of any annual meeting of

stockholders shall be determined by the Board in accordance with law.

Special meetings of the stockholders for any purpose or purposes, unless prohibited by law,

may be called by the Board or the Chairman of the Board. The Chairman of the Board or the

Secretary shall call a special meeting whenever requested in writing to do so by at least one third

of the members of the Board or stockholders owning 15 percent of the shares of Common Stock

of the Corporation then outstanding and entitled to vote at such meeting.


18/35

Written requests by stockholders must be signed by each stockholder, or a duly authorized

agent, requesting the special meeting and state (i) the specific purpose of the meeting and the

matters proposed to be acted on at the meeting, the reasons for conducting such business at the

meeting, and any material interest in such business of the stockholders requesting the meeting;

(ii) the name and address of each such stockholder; (iii) the number of shares of the

Corporation's Common Stock owned of record or beneficially by each such stockholder.

Stockholders may revoke their requests for a special meeting at any time by written revocation

delivered to the Secretary. A special meeting requested by stockholders shall be held at such

date, time and place as may be fixed by the Board. However, a special meeting shall not be held

if either (i) the Board has called or calls for an annual meeting of stockholders and the purpose of

such annual meeting includes the purpose specified in the request, or (ii) an annual or special

meeting was held not more than 12 months before the request to call the special meeting was

received which included the purpose specified in the request. Business transacted at a special

meeting requested by stockholders shall be limited to the purposes stated in the request for such

special meeting, unless the Board submits additional matters to stockholders at any such special

meeting.

SECTION 2. Conduct of Meetings. The Chairman of the Board, or such other officer as

may preside at any meeting of the stockholders, shall have authority to establish, from time to

time, such rules for the conduct of such meeting, and to take such action, as may in his judgment 7

be necessary or proper for the conduct of the meeting and in the best interests of the Corporation

and the stockholders in attendance in person or by proxy.

SECTION 3. Quorum for Action by Stockholders; Elections. At all elections or votes had

for any purpose, there must be a majority of the outstanding shares of Common Stock

represented. All elections for Directors shall be held by written ballot. A nominee for Director

shall be elected to the Board of Directors if the votes cast for such nominees election exceed


19/35

the votes cast against such nominees election, excluding abstentions; provided, however, that

Directors shall be elected by a plurality of the votes cast at any meeting of the stockholders for

which the number of nominees exceeds the number of Directors to be elected. Any Director

nominated for reelection who receives a greater number of votes against his or her election

than votes for such election shall submit his or her offer of resignation to the Board. The

Board Nominating and Governance Committee shall consider all of the relevant facts and

circumstances, including the Directors qualifications, the Directors past and expected future

contributions to the Corporation, the overall composition of the Board and whether accepting the

tendered resignation would cause the Corporation to fail to meet any applicable rule or regulation

(including NYSE listing requirements and federal securities laws) and recommend to the Board

the action to be taken with respect to such offer of resignation. Except as may otherwise be

required by law, the Restated Certificate of Incorporation or these By-Laws, all other matters

shall be decided by a majority of the votes cast affirmatively or negatively.

SECTION 4. Proxies. To the extent permitted by law, any stockholder of record may

appoint a person or persons to act as the stockholders proxy or proxies at any stockholder

meeting for the purpose of representing and voting the stockholders shares. The stockholder

may make this appointment by any means the General Corporation Law of the State of Delaware

specifically authorizes, and by any other means the Secretary of the Corporation may permit.

Prior to any vote, and subject to any contract rights of the proxy holder, the stockholder may

revoke the proxy appointment either directly or by the creation of a new appointment, which will

automatically revoke the former one. The Inspector of Elections appointed for the meeting may

establish requirements concerning such proxy appointments or revocations that the Inspector

considers necessary or appropriate to assure the integrity of the vote and to comply with law.

SECTION 5. Adjournments. Any meeting of the stockholders (whether annual or special

and whether or not a quorum shall have been present), may be adjourned from time to time and


20/35

from place to place by vote of a majority of the shares of Common Stock represented at such

meeting, without notice other than announcement at such meeting of the time and place at which

the meeting is to be resumed--such adjournment and the reasons therefore being recorded in the

journal of proceedings of the meeting; provided, however, that if the date of any adjourned

meeting is more than thirty days after the date for which the meeting was originally noticed, or if

a new record date is fixed for the adjourned meeting, written notice of the place, date and time of

the adjourned meeting shall be given to each stockholder of record entitled to vote at the

meeting. At any meeting so resumed after such adjournment, provided a majority of the

outstanding shares of Common Stock shall then be represented, any business may be transacted

which might have been transacted at the meeting as originally scheduled.8

ARTICLE V

Corporate Seal

The seal of the Corporation shall have inscribed thereon the name of the Corporation and the

words "Incorporated Jan. 27, 1926 Delaware."

ARTICLE VI

Change in Control Benefit Protection

SECTION 1. As used in this Article VI, the following terms shall have the meanings here

indicated:

Beneficial Ownership, when attributed to a Person with respect to a security, means

that the Person is deemed to be a beneficial owner of such security pursuant to Rule 13d-

3 promulgated under the Exchange Act.

Benefit Plan means any pension, retirement, profit-sharing, employee stock ownership,

401(k), excess benefit, supplemental retirement, bonus, incentive, salary deferral, stock

option, performance unit, restricted stock, tax gross-up, life insurance, dependent life

insurance, accident insurance, health coverage, short-term disability, long-term disability,


21/35

severance, welfare or similar plan or program (or any trust, insurance arrangement or any

other fund forming a part or securing the benefits thereof) maintained prior to a Change

in Control by the Corporation or a Subsidiary for the benefit of directors, officers,

employees or former employees, and shall include any successor to any such plan or

program; provided, however, that Benefit Plan shall include only those plans and

programs which have been designated by the Corporation as a constituent part of the

Change in Control benefit protection program.

Board means the Board of Directors of the Corporation.

Change in Control means the occurrence of any of the following:

(A) A Person other than the Corporation, a Subsidiary, a Benefit Plan or, pursuant

to a Non-Control Merger, a Parent Corporation, acquires Common Stock or

other Voting Securities (other than directly from the Corporation) and,

immediately after the acquisition, the Person has Beneficial Ownership of

twenty percent (20%) or more of the Corporations Common Stock or Voting

Securities;

(B) The Incumbent Directors cease to constitute a majority of the Board or, if

there is a Parent Corporation, the board of directors of the Ultimate Parent,

unless such event results from the death or disability of an Incumbent Director

and, within 30 days of such event, the Incumbent Directors constitute a

majority of such board; or

(C) There is consummated a Merger (other than a Non-Control Merger), a

complete liquidation or dissolution of the Corporation, or the sale or other

disposition of all or substantially all of the assets of the Corporation (other 9

than to a Subsidiary or as a distribution of a Subsidiary to the stockholders of

the Corporation).


22/35

Common Stock means the Common Stock of the Corporation.

Exchange Act means the Securities Exchange Act of 1934, as amended.

Incumbent Directors means the Directors of the Corporation as of March 29, 2000 and

any Director of the Corporation or, if there is a Parent Corporation, any Director of the

Ultimate Parent, elected after such date, provided that (A) the election, or nomination for

election by the stockholders of the Corporation, of such new Director was approved by a

vote of at least two-thirds of the Persons then constituting the Incumbent Directors, (B)

any Director who assumes office as a result of a Merger after March 29, 2000 shall not be

deemed an Incumbent Director until the Director has been in office for at least three

years, and (C) no Director who assumes office as a result of a Proxy Contest shall be

considered an Incumbent Director.

Merger means a merger, consolidation or reorganization or similar business

combination of the Corporation with or into another Person or in which securities of the

Corporation are issued.

Non-Control Merger means a Merger if immediately following the Merger (A) the

stockholders of the Corporation immediately before the Merger own directly or indirectly

at least fifty-five percent (55%) of the outstanding common stock and the combined

voting power of the outstanding voting securities of the Surviving Corporation (if there is

no Parent Corporation) or of the Ultimate Parent, if there is a Parent Corporation, and (B)

no Person other than a Benefit Plan owns twenty percent (20%) or more of the combined

voting power of the outstanding voting securities of the Ultimate Parent, if there is a

Parent Corporation, or of the Surviving Corporation, if there is no Parent Corporation.

Parent Corporation means a corporation with Beneficial Ownership of more than fifty

percent (50%) of the combined voting power of the Surviving Corporations outstanding

voting securities immediately following a Merger.


23/35

Person means a person as such term is used for purposes of Section 13(d) or Section

14(d) of the Exchange Act.

Proxy Contest means any actual or threatened solicitation of proxies or consents by or

on behalf of any Person other than the Board, including, without limitation, any

solicitation with respect to the election or removal of Directors of the Corporation, and

any agreement intended to avoid or settle the results of any such actual or threatened

solicitation.

Subsidiary means any corporation or other Person (other than a human being) of which

a majority of its voting power or its voting equity securities or equity interest is owned,

directly or indirectly, by the Corporation.

Surviving Corporation means the corporation resulting from a Merger.

Ultimate Parent means, if there is a Parent Corporation, the Person with Beneficial 10

Ownership of more than fifty percent (50%) of the Surviving Corporation and of any

other Parent Corporation.

Voting Securities means the outstanding Common Stock and other voting securities, if

any, of the Corporation entitled to vote for the election of Directors of the Corporation.

SECTION 2. The Corporation and one or more of its Subsidiaries may, from time to time,

maintain Benefit Plans providing for payments or other benefits or protections conditioned partly

or solely on the occurrence of a Change in Control. The Corporation shall cause any Surviving

Corporation (or any other successor to the business and assets of the Corporation) to

assume any such obligations of such Benefit Plans and make effective provision therefore, and

such Benefit Plans shall not be amended except in accordance with their terms.

SECTION 3. No amendment or repeal of this Article VI shall be effective if adopted

within six months before or at any time after the public announcement of an event or proposed

transaction which would constitute a Change in Control (as such term is defined prior to such


24/35

amendment); provided, however, that an amendment or repeal of this Article VI may be effected,

even if adopted after such a public announcement, if (a) the amendment or repeal has been

adopted after any plans have been abandoned to cause the event or effect the transaction which,

if effected, would have constituted the Change in Control, and the event which would have

constituted the Change in Control has not occurred, and (b) within a period of six months after

such adoption, no other event constituting a Change in Control shall have occurred, and no

public announcement of a proposed transaction which would constitute a Change in Control shall

have been made, unless thereafter any plans to effect the Change in Control have been

abandoned and the event which would have constituted the Change in Control has not occurred.

In serving and continuing to serve the Corporation, an employee is entitled to rely and shall be

presumed to have relied on the provisions of this Article VI, which shall be enforceable as

contract rights and inure to the benefit of the heirs, executors and administrators of the employee,

and no repeal or modification of this Article VI shall adversely affect any right existing at the

time of such repeal or modification.

ARTICLE VII

Forum for Adjudication of Disputes

Unless the Corporation consents in writing to the selection of an alternative forum, the sole

and exclusive forum for (i) any derivative action or proceeding brought on behalf of the

Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director,

officer or other employee of the Corporation to the Corporation or the Corporations

stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware

General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs

doctrine shall be a state or federal court located within the state of Delaware, in all cases subject

to the courts having personal jurisdiction over the indispensible parties named as defendants.

Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of


25/35

the Corporation shall be deemed to have notice of and consented to the provisions of this

Article VII.11

ARTICLE VIII

Amendments

Any of these By-Laws may be altered, amended or repealed by the affirmative vote of the

holders of a majority of the outstanding shares of Common Stock at any annual or special

meeting of the stockholders, if notice of the proposed alteration, amendment or repeal be

contained in the notice of the meeting; or any of these By-Laws may be altered, amended or

repealed by resolution of the Board approved by at least a majority of the Directors then in

office. Notwithstanding the preceding sentence, any amendment or repeal of Article VI of the

By-Laws shall be made only in accordance with the terms of said Article VI, and the authority of

the Directors to amend the By-Laws is accordingly hereby limited.


26/35

SAMPLE CORPORATE BYLAWS

BY-LAWS

"COMPANY"

ARTICLE I -- OFFICES

Section 1. The registered office of the corporation shall be at:

"Address"

The registered agent in charge thereof shall be: "Name".

Section 2. The corporation may also have offices at such other places as theBoard of Directors may from time to time appoint or the business of the

corporation may require.

ARTICLE II -- SEAL

Section 1. The corporate seal shall have inscribed thereon the name of the

corporation, the year of its organization and the words "Corporate Seal,"State"".

ARTICLE III -- STOCKHOLDERS' MEETINGS

Section 1 Meetings of stockholders shall be held at the registered office of

the corporation in this state or at such place, either within or without thisstate, as may be selected from time to time by the Board of Directors.

Section 2. Annual Meetings: The annual meeting of the stockholders shall beheld on the 3rd Wednesday of February in each year if not a legal holiday,

and if a legal holiday, then on the next secular day following at 10:00 o'clockA.M., when they shall elect a Board of Directors and transact such other

business as may properly be brought before the meeting. If the annual

meeting for election of directors is not held on the date designated therefor,the directors shall cause the meeting to be held as soon thereafter as

convenient.

Section 3. Election of Directors: Elections of the directors of the corporationshall be by written ballot.

Section 4. Special Meetings: Special meetings of the stockholders may becalled at any time by the Chairman, or the Board of Directors, orstockholders entitled to cast at least one-fifth of the votes which all


27/35

stockholders are entitled to cast at the particular meeting. At any time, upon

written request of any person or persons who have duly called a specialmeeting, it shall be the duty of the Secretary to fix the date of the meeting,

to be held not more than sixty days after receipt of the request, and to givedue notice thereof. If the Secretary shall neglect or refuse to fix the date of

the meeting and give notice thereof, the person or persons calling themeeting may do so.

Business transacted at all special meetings shall be confined to the objects

stated in the call and matters germane thereto, unless all stockholdersentitled to vote are present and consent.

Written notice of a special meeting of stockholders stating the time andplace and object thereof, shall be given to each stockholder entitled to vote

thereat at least 30 days before such meeting, unless a greater period ofnotice is required by statute in a particular case.

Section 5. Quorum: A majority of the outstanding shares of the corporation

entitled to vote, represented in person or by proxy, shall constitute a

quorum at a meeting of stockholders. If less than a majority of theoutstanding shares entitled to vote is represented at a meeting, a majority

of the shares so represented may adjourn the meeting from time to timewithout further notice. At such adjourned meeting at which a quorum shall

be present or represented, any business may be transacted which mighthave been transacted at the meeting as originally noticed. The stockholders

present at a duly organized meeting may continue to transact business until

adjournment, notwithstanding the withdrawal of enough stockholders toleave less than a quorum.

Section 6. Proxies: Each stockholder entitled to vote at a meeting of

stockholders or to express consent or dissent to corporate action in writingwithout a meeting may authorize another person or persons to act for him

by proxy, but no such proxy shall be voted or acted upon after three yearsfrom its date, unless the proxy provides for a longer period.

A duly executed proxy shall be irrevocable if it states that it is irrevocable

and if, and only as long as, it is coupled with an interest sufficient in law tosupport an irrevocable power. A proxy may be made irrevocable regardless

of whether the interest with which it is coupled is an interest in the stockitself or an interest in the corporation generally. All proxies shall be filed with

the Secretary of the meeting before being voted upon.

Section 7. Notice of Meetings: Whenever stockholders are required orpermitted to take any action at a meeting, a written notice of the meeting


28/35

shall be given which shall state the place, date and hour of the meeting,

and, in the case of a special meeting, the purpose or purposes for which themeeting is called. Unless otherwise provided by law, written notice of any

meeting shall be given not less than ten nor more than sixty days before thedate of the meeting to each stockholder entitled to vote at such meeting.

Section 8. Consent in Lieu of Meetings: Any action required to be taken at

any annual or special meeting of stockholders or a corporation, or any actionwhich may be taken at any annual or special meeting of such stockholders,

may be taken without a meeting, without prior notice and without a vote, ifa consent in writing, setting forth the action so taken, shall be signed by the

holders of outstanding stock having not less than the minimum number of

votes that would be necessary to authorize or take such action at a meetingat which all shares entitled to vote thereon were present and voted. Prompt

notice of the taking of the corporate action without a meeting by less thanunanimous written consent shall be given to those stockholders who have

not consented in writing.

Section 9 List of Stockholders: The officer who has charge of the stockledger of the corporation shall prepare and make, at least ten days before

every meeting of stockholders, a complete list of the stockholders entitled tovote at the meeting, arranged in alphabetical order, and showing the

address of each stockholder and the number of shares registered in the

name of each stockholder. No share of stock upon which any installment isdue and unpaid shall be voted at any meeting. The list shall be open to the

examination of any stockholder, for any purpose germane to the meeting,

during ordinary business hours, for a period of at least ten days prior to themeeting, 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 beproduced and kept at the time and place of the meeting during the whole

time thereof, and may be inspected by any stockholder who is present.

ARTICLE IV -- DIRECTORS

Section 1. The business and affairs of this corporation shall be managed by

its Board of Directors, ____ in number. The directors need not be residentsof this state or stockholders in the corporation. They shall be elected by the

stockholders at the annual meeting of stockholders of the corporation, andeach director shall be elected for the term of ore year, and until hissuccessor shall be elected and shall qualify or until his earlier resignation orremoval.


29/35

Section 2. Regular Meetings: Regular meetings of the Board shall be held

without notice, at least quarterly, at the registered office of the corporation,or at such other time and place as shall be determined by the Board.

Section 3. Special Meetings: Special Meetings of the Board may be called by

the Chairman on 2 days notice to each director, either personally or by mail,fax or by telegram; special meetings shall be called by the President or

Secretary in like manner and on like notice on the written request of amajority of the directors in office.

Section 4. Quorum: A majority of the total number of directors shallconstitute a quorum for the transaction of business.

Section 5. Consent in Lieu of Meeting: Any action required or permitted to be

taken at any meeting of the Board of Directors, or of any committee thereof,may be taken without a meeting if all members of the Board of committee,

as the case may be, consent thereto in writing, and the writing or writingsare filed with the minutes of proceedings of the Board or committee. The

Board of Directors may hold its meetings, and have an office or offices,

outside of this state.

Section 6. Conference Telephone: One or more directors may participate in ameeting of the Board, or a committee of the Board or of the stockholders, by

means of conference telephone or similar communications equipment bymeans of which all persons participating in the meeting can hear each other;

participation in this manner shall constitute presence in person at such

meeting.

Section 7. Compensation Directors as such, shall not receive any statedsalary for their services, but by resolution of the Board, a fixed sum andexpenses of attendance at each regular or special meeting of the BoardPROVIDED, that nothing herein contained shall be construed to preclude any

director from serving the corporation in any other capacity and receivingcompensation therefor.

Section 8. Removal: Any director or the entire Board of Directors may be

removed, with or without cause, by the holders of a majority of the shares

then entitled to vote at an election of directors, except that when cumulativevoting is permitted, if less than the entire Board is to be removed, no

director may be removed without cause if the votes cast against his removalwould be sufficient to elect him if then cumulatively voted at an election of

the entire Board of Directors, or, if there be classes of directors, at anelection of the class of directors of which he is a part.


30/35

ARTICLE V -- OFFICERS

Section 1. The executive officers of the corporation shall be chosen by thedirectors and shall be a Chairman, President, Secretary and Chief FinancialOfficer. The Board of Directors may also choose a one or more Vice

Presidents and such other officers as it shall deem necessary. Any number ofoffices may be held by the same person.

Section 2. Salaries: Salaries of all officers and agents of the corporation shallbe fixed by the Board of Directors.

Section 3. Term of Office: The officers of the corporation shall hold office for

one year and until their successors are chosen and have qualified. Anyofficer or agent elected or appointed by the Board may be removed by the

Board of Directors whenever in its judgment the best interest of thecorporation will be served thereby.

Section 4. Chairman: The Chairman shall preside at all meetings of thestockholders and directors; he shall see that all orders and resolutions of the

Board are carried into effect, subject, however, to the right of the directorsto delegate any specific powers, except such as may be by statute

exclusively conferred on the Chairman, to any other officer or officers of thecorporation. He shall execute bonds, mortgages and other contracts

requiring a seal, under the seal of the corporation. He shall be EX- OFFICIOa member of all committees.

Section 5. President: The President shall attend all sessions of the Board.The President shall be the chief executive officer of the corporation; he shall

have general and active management of the business of the corporation,subject, however, to the right of the directors to delegate any specificpowers, except such as may be by statute exclusively conferred on thePresident, to any other officer or officers of the corporation. He shall have

the general power and duties of supervision and management usually vestedin the office of President of a corporation.

Section 6. Secretary: The Secretary shall attend all sessions of the Board

and all meetings at the stockholders and act as clerk thereof, and record all

the votes of the corporation and the minutes of all its transactions in a bookto be kept for that purpose, and shall perform like duties for all committees

of the Board of Directors when required. He shall give, or cause to be given,notice of all meetings of the stockholders and of the Board of Directors, and

shall perform such other duties as may be prescribed by the Board ofDirectors or President, and under whose supervision he shall be. He shall


31/35

keep in safe custody the corporate seal of the corporation, and when

authorized by the Board, affix the same to any instrument requiring it.

Section 6. Chief Financial Officer: The Chief Financial Officer shall havecustody of the corporate funds and securities and shall keep full and

accurate accounts of receipts and disbursements in books belonging to thecorporation, and shall keep the moneys of the corporation in separate

account to the credit of the corporation. He shall disburse the funds of thecorporation as may be ordered by the Board, taking proper vouchers for

such disbursements, and shall render to the President and directors, at theregular meetings of the Board, or whenever they may require it, an account

of all his transactions as Chief Financial Officer and of the financial condition

of the corporation.

ARTICLE VI -- VACANCIES

Section 1. Any vacancy occurring in any office of the corporation by death,resignation, removal or otherwise, shall be filled by the Board of Directors.

Vacancies and newly created directorships resulting from any increase in the

authorized number of directors may be filled by a majority of the directorsthen in office, although not less than a quorum, or by a sole remaining

director. If at any time, by reason of death or resignation or other cause, thecorporation should have no directors in office, then any officer or any

stockholder or an executor, administrator, trustee or guardian of astockholder, or other fiduciary entrusted with like responsibility for the

person or estate of stockholder, may call a special meeting of stockholders in

accordance with the provisions of these By- Laws.

Section 2. Resignations Effective at Future Date: When one or more

directors shall resign from the Board, effective at a future date, a majority of

the directors then in office, including those who have so resigned, shall havepower to fill such vacancy or vacancies, the vote thereon to take effect when

such resignation or resignations shall become effective.

ARTICLE VII -- CORPORATE RECORDS

Section 1. Any stockholder of record, in person or by attorney or other

agent, shall, upon written demand under oath stating the purpose thereof,have the right during the usual hours for business to inspect for any proper

purpose the corporation's stock ledger, a list of its stockholders, and itsother books and records, and to make copies or extracts therefrom. A proper

purpose shall mean a purpose reasonably related to such person's interestas a stockholder. In every instance where an attorney or other agent shallbe the person who seeks the right to inspection, the demand under oath


32/35

shall be accompanied by a power of attorney or such other writing which

authorizes the attorney or other agent to so act on behalf of the stockholder.The demand under oath shall be directed to the corporation at its registered

office in this state or at its principal place of business.

ARTICLE VIII -- STOCK CERTIFICATES, DIVIDENDS, ETC.

Section 1. The stock certificates of the corporation shall be numbered and

registered in the share ledger and transfer books of the corporation as theyare issued. They shall bear the corporate seal and shall be signed by the

President.

Section 2. Transfers: Transfers of shares shall be made on the books of thecorporation upon surrender of the certificates therefor, endorsed by the

person named in the certificate or by attorney, lawfully constituted inwriting. No transfer shall be made which is inconsistent with law.

Section 3. Lost Certificate: The corporation may issue a new certificate ofstock in the place of any certificate theretofore signed by it, alleged to have

been lost, stolen or destroyed, and the corporation may require the owner ofthe lost, stolen or destroyed certificate, or his legal representative to give

the corporation a bond sufficient to indemnify it against any claim that maybe made against it on account of the alleged loss, 'theft or destruction of any

such certificate or the issuance of such new certificate.

Section 4. Record Date: In order that the corporation may determine the

stockholders entitled to notice of or to vote at any meeting of stockholdersor any adjournment thereof, or the express consent to corporate action in

writing without a meeting, or entitled to receive payment of any dividend orother distribution or allotment of any rights, or entitled to exercise any rightsin respect of any change, conversion or exchange of stock or for the purposeof any other lawful action, the Board of Directors may fix, in advance, a

record date, which shall not be more than sixty nor less than ten days beforethe date of such meeting, nor more than sixty days prior to any other action.

If no record date is fixed:

(a) The record date for determining stockholders entitled to notice of or tovote at a meeting of stockholders shall be at the close of business on the

day next preceding the day on which notice is given,--or if notice is waived,at the close of business on the day next preceding the day on which the

meeting is held.


33/35

(b) The record date for determining stockholders entitled to express consent

to corporate action in writing without a meeting, when no prior action by theBoard of Directors is necessary, shall be the day on which the first written

consent is expressed.

(c) The record date for determining stockholders for any other purpose shallbe at the close of business on the day on which the Board of Directors

adopts the resolution relating thereto.

(d) A determination of stockholders of record entitled to notice of or to vote

at a meeting of stockholders shall apply to any adjournment of the meeting;provided, however, that the Board of Directors may fix a new record date for

the adjourned meeting.

Section 5. Dividends: The Board of Directors may declare and pay dividendsupon the outstanding shares of the corporation from time to time and to

such extent as they deem advisable, in the manner and upon the terms andconditions provided by the statute and the Certificate of Incorporation.

Section 6. Reserves: Before payment of any dividend there may be set asideout of the net profits of the corporation such sum or sums as the directors,

from time to time, in their absolute discretion, think proper as a reservefund to meet contingencies, or for equalizing dividends, or for repairing or

maintaining any property of the corporation, or for such other purpose asthe directors shall think conducive to the interests of the corporation, and

the directors may abolish any such reserve in the manner in which it was

created.

ARTICLE IX -- MISCELLANEOUS PROVISIONS

Section 1. Checks: All checks or demands for money and notes of thecorporation shall be signed by such officer or officers as the Board of

Directors may from time to time designate.

Section 2. Fiscal Year: The fiscal year shall begin on the first day of January.

Section 3. Notice: Whenever written notice is required to be given to any

person, it may be given to such person, either personally or by sending acopy thereof through the mail, by fax, or by telegram, charges prepaid, to

his address appearing on the books of the corporation, or supplied by him tothe corporation for the purpose of notice. If the notice is sent by mail, fax or

by telegraph, it shall be deemed to have been given to the person entitledthereto when deposited in the United States mail, faxed or with a telegraph

office for transmission to such person. Such notice shall specify the place,


34/35

day and hour of the meeting and, in the case of a special meeting of

stockholders, the general nature of the business to be transacted.

Section 4. Waiver of Notice: Whenever any written notice is required bystatute, or by the Certificate or the By-Laws of this corporation a 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. Except in the case of a special meeting ofstockholders, neither the business to be transacted at nor the purpose of the

meeting need be specified in the waiver of notice of such meeting.Attendance of a person either in person or by proxy, at any meeting shall

constitute a waiver of notice of such meeting, except where a person attends

a meeting for the express purpose of objecting to the transaction of anybusiness because the meeting was not lawfully called or convened.

Section 5. Disallowed Compensation: Any payments made to an officer oremployee of the corporation such as a salary, commission, bonus, interest,rent, travel or entertainment expense incurred by him, which shall be

disallowed in whole or in part as a deductible expense by the InternalRevenue Service, shall be reimbursed by such officer or employee to the

corporation to the full extent of such disallowance. It shall be the duty of thedirectors, as a Board, to enforce payment of each such amount disallowed.

In lieu of payment by the officer or employee, subject to the determination

of the directors, proportionate amounts may be withheld from his futurecompensation payments until the amount owed to the corporation has been

recovered.

Section 6. Resignations: Any director or other officer may resign at anytime,such resignation to be in writing, and to take effect from the time of its

receipt by the corporation, unless some time be fixed in the resignation andthen from that date. The acceptance of a resignation shall not be required to

make it effective.

ARTICLE X -- ANNUAL STATEMENT

Section 1. The President and Board of Directors shall present at each annual

meeting a full and complete statement of the business and affairs of thecorporation for the preceding year. Such statement shall be prepared and

presented in whatever manner the Board of Directors shall deem advisableand need not be verified by a certified public accountant.

ARTICLE XI -- AMENDMENTS


35/35

Section 1. These By-Laws may be amended or repealed by the vote of

stockholders entitled to cast at least a majority of the votes which allstockholders are entitled to cast thereon, at any regular or special meeting

of the stockholders, duly convened after notice to the stockholders of thatpurpose.

-----Contributed to the Library by Richard Widrig

by laws stock corporation

Documents