This document outlines the by-laws of Chevron Corporation, including:
1) The board of directors has authority over the business and affairs of the company.
2) The board can establish committees and determine the number of directors.
3) The board establishes the executive committee and other officer positions like CEO, CFO, and Secretary.
4) The document defines the roles and responsibilities of the board, committees, and officer positions.
5) It also covers topics like stock, stock certificates, stock transfers, and stockholder meetings.
The document outlines key aspects of the Securities and Exchange Board of India Act of 1992, which established the Securities and Exchange Board of India (SEBI) to regulate securities markets in India. It discusses SEBI's objectives, powers, composition, adjudication process, and appellate tribunal. Specifically, it notes that SEBI was established as a board with the mandate to protect investors, regulate stock exchanges and market intermediaries, and prohibit unfair trading practices. It has wide-ranging powers to regulate securities issuance, inspect markets and intermediaries, and adjudicate violations with penalties.
The document outlines the rules of procedure for the Supervisory Board of adidas AG. Some key points:
1) The Supervisory Board advises and supervises the Executive Board in managing the company. It examines its own activities regularly.
2) Members must have the qualifications and independence needed for their role. No more than two former Executive Board members can be on the Supervisory Board.
3) Resolutions typically require a simple majority, though some matters like legal disputes require exclusion of certain members from voting. The Chairman prepares and executes resolutions.
The bylaws establish the structure and operations of the Woman to Woman nonprofit organization. Key details include:
- The principal office is located in Colorado Springs, Colorado.
- The purpose is to empower women and girls through education and business programs.
- Membership classes and fees are set by the Board of Directors.
- A 5-member Board of Directors is elected by members for 2-year terms.
- Officers including the President, Secretary, and Treasurer are elected annually by the Board.
This document outlines the key aspects of an act related to establishing and governing boards of intermediate and secondary education. It discusses the constitution and reconstitution of boards, their jurisdiction, membership, officers, powers, controlling authorities, committees, and regulations. The main points are that the government establishes the boards, which are responsible for conducting examinations, recognizing institutions, and granting certificates in intermediate and secondary education. The controlling authority provides oversight of the boards.
The Governance Committee Charter establishes the purpose, composition, operations, authority, and duties of the Quest Diagnostics Governance Committee. The committee is responsible for identifying board nominees, monitoring corporate governance developments, overseeing board self-evaluations, and reviewing related party transactions and compliance with ethics codes. The charter grants the committee authority to retain advisors as needed to perform its duties of board oversight.
The document outlines regulations for meetings of the Insurance Advisory Committee in India. It discusses procedures such as requiring at least 3 meetings per year, setting the quorum as one-third of total members, and processes for taking and distributing minutes. Members are entitled to reimbursement for expenses related to attending meetings. The regulations are intended to advise the Insurance Regulatory and Development Authority on rulemaking and other matters.
The Friends of the Mohawk Towpath Scenic Byway, Inc. is a non-profit organization established to support the Mohawk Towpath Scenic Byway. The bylaws establish the organization's name, purpose of increasing awareness and use of the byway, and define membership, officer roles, board of directors, committees and indemnification. Key aspects include requirements for quarterly member meetings, annual election of four officers and up to five board members, establishment of an executive and finance committee, and provision of indemnification for officers and directors.
This document outlines the bylaws of the Mohawk Towpath Scenic Byway Coalition, Inc. It establishes that the corporation will have no members and will be managed by a Board of Directors consisting of 3 to 13 representatives from municipalities along the byway corridor. It describes the organization and responsibilities of the Board of Directors and establishes committees, including an Executive Committee, that the Board can designate. It also establishes officer positions for the corporation including a Chairperson, Vice Chairperson(s), Treasurer, and Secretary.
The document outlines key aspects of the Securities and Exchange Board of India Act of 1992, which established the Securities and Exchange Board of India (SEBI) to regulate securities markets in India. It discusses SEBI's objectives, powers, composition, adjudication process, and appellate tribunal. Specifically, it notes that SEBI was established as a board with the mandate to protect investors, regulate stock exchanges and market intermediaries, and prohibit unfair trading practices. It has wide-ranging powers to regulate securities issuance, inspect markets and intermediaries, and adjudicate violations with penalties.
The document outlines the rules of procedure for the Supervisory Board of adidas AG. Some key points:
1) The Supervisory Board advises and supervises the Executive Board in managing the company. It examines its own activities regularly.
2) Members must have the qualifications and independence needed for their role. No more than two former Executive Board members can be on the Supervisory Board.
3) Resolutions typically require a simple majority, though some matters like legal disputes require exclusion of certain members from voting. The Chairman prepares and executes resolutions.
The bylaws establish the structure and operations of the Woman to Woman nonprofit organization. Key details include:
- The principal office is located in Colorado Springs, Colorado.
- The purpose is to empower women and girls through education and business programs.
- Membership classes and fees are set by the Board of Directors.
- A 5-member Board of Directors is elected by members for 2-year terms.
- Officers including the President, Secretary, and Treasurer are elected annually by the Board.
This document outlines the key aspects of an act related to establishing and governing boards of intermediate and secondary education. It discusses the constitution and reconstitution of boards, their jurisdiction, membership, officers, powers, controlling authorities, committees, and regulations. The main points are that the government establishes the boards, which are responsible for conducting examinations, recognizing institutions, and granting certificates in intermediate and secondary education. The controlling authority provides oversight of the boards.
The Governance Committee Charter establishes the purpose, composition, operations, authority, and duties of the Quest Diagnostics Governance Committee. The committee is responsible for identifying board nominees, monitoring corporate governance developments, overseeing board self-evaluations, and reviewing related party transactions and compliance with ethics codes. The charter grants the committee authority to retain advisors as needed to perform its duties of board oversight.
The document outlines regulations for meetings of the Insurance Advisory Committee in India. It discusses procedures such as requiring at least 3 meetings per year, setting the quorum as one-third of total members, and processes for taking and distributing minutes. Members are entitled to reimbursement for expenses related to attending meetings. The regulations are intended to advise the Insurance Regulatory and Development Authority on rulemaking and other matters.
The Friends of the Mohawk Towpath Scenic Byway, Inc. is a non-profit organization established to support the Mohawk Towpath Scenic Byway. The bylaws establish the organization's name, purpose of increasing awareness and use of the byway, and define membership, officer roles, board of directors, committees and indemnification. Key aspects include requirements for quarterly member meetings, annual election of four officers and up to five board members, establishment of an executive and finance committee, and provision of indemnification for officers and directors.
This document outlines the bylaws of the Mohawk Towpath Scenic Byway Coalition, Inc. It establishes that the corporation will have no members and will be managed by a Board of Directors consisting of 3 to 13 representatives from municipalities along the byway corridor. It describes the organization and responsibilities of the Board of Directors and establishes committees, including an Executive Committee, that the Board can designate. It also establishes officer positions for the corporation including a Chairperson, Vice Chairperson(s), Treasurer, and Secretary.
In the context of a company, the word ‘meeting’ implies
The coming together of a certain number of members;
For transacting the business in the agenda;
For which a previous notice has been issued.
This document outlines the corporate governance guidelines for Computer Sciences Corporation. It addresses the role of the board of directors in overseeing management and acting in good faith. It also covers the composition of the board, including the size, selection process, and independence of directors. The document provides qualifications for directors, including limits on other board service and procedures for changes in job responsibilities. It describes board committees, conduct of meetings, access to management and advisors, performance evaluations, director compensation, orientation, education, and succession planning.
There are several types of company meetings defined in law. A company meeting involves two or more persons gathering to discuss matters of common business interest. Statutory meetings include the initial Statutory Meeting that must be held within 6 months of incorporation to approve contracts specified in the prospectus, and the Annual General Meeting that must be held every year to present financial reports, declare dividends, and elect directors. Other regular meetings include Board of Directors meetings, Creditors' meetings, and meetings of shareholders belonging to a specific class. Extraordinary General Meetings can be convened as needed by the board or shareholders. All company meetings must follow proper notice and quorum procedures to be considered valid.
Grameen bank ordinance, 1983 (ordinance no. xlvi of 1983)Ashique Iqbal
This document establishes the Grameen Bank Ordinance of 1983, which provides for the establishment of the Grameen Bank. The key details include:
- The Grameen Bank is established as a corporate body to provide credit facilities and other services to landless persons in rural areas.
- An initial paid-up capital of 7.2 crore Taka is subscribed, with 25% by the government and 75% by borrowers.
- The bank is overseen by a Board of Directors including both appointed and elected members.
- The bank is authorized to accept deposits, make loans, invest funds, and undertake various economic activities to serve its borrower-owners.
- The bank must
Constitution & Guidelines for Chapters - UAAvaavenetworks
This document outlines the constitution and guidelines for chapters of the UDCT Alumni Association. The key points are:
1. The objectives of the association are to foster fellowship among alumni, exchange ideas to help the University of Bombay Department of Chemical Technology excel, and promote the department's image in India and abroad.
2. The association will be governed by a Board of Governors consisting of a president, vice presidents, secretary, treasurer, and board members elected by the membership. Local chapters can be established when there are at least 15 members in a region.
3. Chapter activities include recruiting new members, organizing educational and social events, and liaising with the Board of Governors and regional authorities
This document is the Audit Committee Charter of Safeway Inc. that was adopted in 2003 and amended several times after. It outlines the purpose, membership, meetings, and powers and responsibilities of the Audit Committee. The Committee is responsible for overseeing the integrity of Safeway's financial reporting, compliance with legal and regulatory requirements, the independent auditor's qualifications and independence, and internal auditing. It must include at least three financially literate directors, one of whom is a financial expert, and all members must be independent. The Committee directly oversees the independent auditor, pre-approves any audit and non-audit services, and addresses disagreements between management and the auditor.
The document contains bylaws for Archer-Daniels-Midland Company that outline procedures for stockholder meetings. Key details include:
1) Annual meetings will be held at a time and place determined by the Board of Directors, where stockholders will elect directors and conduct business. Special meetings can be called by stockholders, directors, or officers.
2) Notice of any stockholder meeting must be given 10-60 days in advance and include time, place, and purpose of the meeting.
3) Stockholders wishing to propose business or nominate directors must provide notice to the Secretary 60-90 days before annual meetings or 10 days after special meeting notices.
The document discusses the statutory meeting requirements for companies limited by shares or guarantee under section 157 of the Companies Law. It states that every such company must hold a statutory meeting within 3-6 months of being entitled to commence business. At least 21 days prior, directors must provide members with a statutory report certified by at least 3 directors including the CEO. The report must provide details of share allotments, cash receipts, financial statements, directors and advisers, contracts, and commissions paid. The meeting allows members to discuss the formation and affairs of the company. Non-compliance can result in fines or winding up proceedings.
The document is the Accountants Act, 2013 which establishes the Institute of Certified Public Accountants of Uganda. It outlines the functions of the Institute, Council, examinations board and other bodies. Key points:
1) It establishes the Institute of Certified Public Accountants of Uganda to regulate accountancy standards and members' conduct.
2) The Council governs the Institute and oversees admission of members, registration, standards, discipline and examinations.
3) An examinations board determines syllabi and conducts exams to qualify members.
4) Other provisions cover membership categories, meetings, secretary, registrar, and regulation of accountants and practice.
The Executive Committee is responsible for considering matters and taking actions that require the Board of Directors' attention between Board meetings. The Committee consists of at least three independent directors and the CEO, who are elected annually. The Committee meets as needed rather than on a fixed schedule, and can take action on behalf of the Board. Its responsibilities include functioning for the Board between meetings, performing tasks delegated by the Board, annually evaluating its own performance, and annually reviewing this Charter.
The bylaws outline the governance structure for Peace Builders Community, Inc. including provisions for annual meetings of members, the board of trustees, officers and their duties. Key details include:
- The annual meeting of members is held each November where the president reports on activities and trustees are elected.
- The board of trustees exercises corporate powers and oversees the association's business and property.
- Officers include a president, vice president, secretary, and treasurer elected by the board from among themselves.
- The president directs association activities while the secretary keeps minutes and records and the treasurer manages finances.
The document outlines the charter for the Governance & Nominating Committee of Owens & Minor, Inc. It establishes that the committee will be comprised of at least 3 independent directors appointed annually by the board. The committee is responsible for identifying and nominating qualified board candidates and committee members and overseeing corporate governance policies. It is also tasked with annually evaluating board performance and CEO performance, succession planning, and reviewing its own charter. The charter provides the framework for the committee's composition, objectives, authority, responsibilities, and procedures.
The document summarizes provisions related to meetings under the Companies Act, including:
- Types of meetings like statutory meetings, annual general meetings, extraordinary general meetings, and meetings of creditors/debenture holders.
- Requirements for statutory meetings like approving a statutory report within 3-6 months of commencement of business.
- Requirements for annual general meetings like holding the first AGM within 18 months of incorporation and subsequent AGMs within 4 months of financial year end.
- Provisions for extraordinary general meetings, including who can call them and notice requirements.
- Other meeting provisions around quorum, voting, proxies, and maintenance of minutes.
This executive order creates the Energy Regulatory Board to regulate the energy sector in the Philippines. It transfers regulatory powers over energy from several agencies to the newly established Board. The Board will fix prices for petroleum products and gas, regulate refinery capacities, and take other measures to ensure an effective energy policy. It will have the authority to promulgate rules and adjudicate cases regarding energy. The order also establishes the composition, powers, and oversight of the Energy Regulatory Board.
Companies must hold an annual general meeting every year, with no more than 15 months between meetings. Extraordinary general meetings can be called to discuss urgent matters. Board meetings can be called by the secretary, director, or on the chairman's direction. Meetings must be chaired and have quorum to be valid. Notice must be sent in advance of meetings, and include time, place, agenda, and signature. Resolutions are passed by ordinary majority or 75% majority for special resolutions. Minutes record the discussions and decisions.
The document establishes the Bangladesh Sangbad Sangstha (BSS), the national news agency of Bangladesh. It outlines the agency's functions of securing domestic and international news, disseminating news to Bangladeshi media outlets, and exchanging news with other countries' agencies. It establishes a Board of Directors to manage the BSS, consisting of a Chairman and other members from relevant ministries and media outlets. The BSS is granted powers to hire staff, enter agreements, and perform other duties necessary to carry out its news agency functions.
- Clear Channel Communications filed an 8-K form with the SEC announcing earnings results for Q1 2005 and amendments to its bylaws
- The bylaws were amended to separate the roles of Chairman and CEO, increase the shareholding requirement to call a special shareholder meeting, and provide officers and directors expanded indemnification rights
- Key changes to the bylaws include separating the Chairman and CEO roles, eliminating the Vice Chairman role, allowing only shareholders to remove directors for cause, and granting the CEO authority over certain corporate actions
This document outlines the bylaws of NVR, Inc. as adopted on September 30, 1993 and amended on May 4, 2007. It addresses matters such as the location of the registered corporate office, procedures for shareholder and board meetings, requirements for officers, and provisions for issuing stock certificates. The bylaws provide the framework for how the corporation will be governed and managed.
This document is Form 10-Q filed by Illinois Tool Works Inc. with the Securities and Exchange Commission for the quarterly period ended June 30, 2002. The summary includes:
- Illinois Tool Works reported net income of $267.5 million for the quarter on revenues of $2.43 billion. For the six months ended June 30, 2002, net income was $244.1 million on revenues of $4.64 billion.
- Earnings per share from continuing operations for the quarter were $0.87, and $1.50 for the six months.
- The filing includes Illinois Tool Works' consolidated statement of income, balance sheet, and cash flows for the periods, as well as
This document outlines the by-laws of Autozone, Inc. regarding meetings of stockholders. It specifies that the annual meeting will be held each year to elect directors and conduct business, and stockholders must give advance notice to the Secretary of any additional business to be addressed. It also describes how special meetings may be called, the information that must be provided to stockholders prior to meetings, and requirements for stockholder lists and quorums. Stockholders may only take actions at annual or special meetings and not by written consent without a meeting.
The document outlines the bylaws of Computer Sciences Corporation. It details the principal office location, procedures for annual and special stockholder meetings, requirements for submitting items and nominations for consideration at meetings, and election of directors. Key details include timelines for submitting proposals/nominations, information required to be provided, and requirements for stockholders to present submitted items at meetings.
In the context of a company, the word ‘meeting’ implies
The coming together of a certain number of members;
For transacting the business in the agenda;
For which a previous notice has been issued.
This document outlines the corporate governance guidelines for Computer Sciences Corporation. It addresses the role of the board of directors in overseeing management and acting in good faith. It also covers the composition of the board, including the size, selection process, and independence of directors. The document provides qualifications for directors, including limits on other board service and procedures for changes in job responsibilities. It describes board committees, conduct of meetings, access to management and advisors, performance evaluations, director compensation, orientation, education, and succession planning.
There are several types of company meetings defined in law. A company meeting involves two or more persons gathering to discuss matters of common business interest. Statutory meetings include the initial Statutory Meeting that must be held within 6 months of incorporation to approve contracts specified in the prospectus, and the Annual General Meeting that must be held every year to present financial reports, declare dividends, and elect directors. Other regular meetings include Board of Directors meetings, Creditors' meetings, and meetings of shareholders belonging to a specific class. Extraordinary General Meetings can be convened as needed by the board or shareholders. All company meetings must follow proper notice and quorum procedures to be considered valid.
Grameen bank ordinance, 1983 (ordinance no. xlvi of 1983)Ashique Iqbal
This document establishes the Grameen Bank Ordinance of 1983, which provides for the establishment of the Grameen Bank. The key details include:
- The Grameen Bank is established as a corporate body to provide credit facilities and other services to landless persons in rural areas.
- An initial paid-up capital of 7.2 crore Taka is subscribed, with 25% by the government and 75% by borrowers.
- The bank is overseen by a Board of Directors including both appointed and elected members.
- The bank is authorized to accept deposits, make loans, invest funds, and undertake various economic activities to serve its borrower-owners.
- The bank must
Constitution & Guidelines for Chapters - UAAvaavenetworks
This document outlines the constitution and guidelines for chapters of the UDCT Alumni Association. The key points are:
1. The objectives of the association are to foster fellowship among alumni, exchange ideas to help the University of Bombay Department of Chemical Technology excel, and promote the department's image in India and abroad.
2. The association will be governed by a Board of Governors consisting of a president, vice presidents, secretary, treasurer, and board members elected by the membership. Local chapters can be established when there are at least 15 members in a region.
3. Chapter activities include recruiting new members, organizing educational and social events, and liaising with the Board of Governors and regional authorities
This document is the Audit Committee Charter of Safeway Inc. that was adopted in 2003 and amended several times after. It outlines the purpose, membership, meetings, and powers and responsibilities of the Audit Committee. The Committee is responsible for overseeing the integrity of Safeway's financial reporting, compliance with legal and regulatory requirements, the independent auditor's qualifications and independence, and internal auditing. It must include at least three financially literate directors, one of whom is a financial expert, and all members must be independent. The Committee directly oversees the independent auditor, pre-approves any audit and non-audit services, and addresses disagreements between management and the auditor.
The document contains bylaws for Archer-Daniels-Midland Company that outline procedures for stockholder meetings. Key details include:
1) Annual meetings will be held at a time and place determined by the Board of Directors, where stockholders will elect directors and conduct business. Special meetings can be called by stockholders, directors, or officers.
2) Notice of any stockholder meeting must be given 10-60 days in advance and include time, place, and purpose of the meeting.
3) Stockholders wishing to propose business or nominate directors must provide notice to the Secretary 60-90 days before annual meetings or 10 days after special meeting notices.
The document discusses the statutory meeting requirements for companies limited by shares or guarantee under section 157 of the Companies Law. It states that every such company must hold a statutory meeting within 3-6 months of being entitled to commence business. At least 21 days prior, directors must provide members with a statutory report certified by at least 3 directors including the CEO. The report must provide details of share allotments, cash receipts, financial statements, directors and advisers, contracts, and commissions paid. The meeting allows members to discuss the formation and affairs of the company. Non-compliance can result in fines or winding up proceedings.
The document is the Accountants Act, 2013 which establishes the Institute of Certified Public Accountants of Uganda. It outlines the functions of the Institute, Council, examinations board and other bodies. Key points:
1) It establishes the Institute of Certified Public Accountants of Uganda to regulate accountancy standards and members' conduct.
2) The Council governs the Institute and oversees admission of members, registration, standards, discipline and examinations.
3) An examinations board determines syllabi and conducts exams to qualify members.
4) Other provisions cover membership categories, meetings, secretary, registrar, and regulation of accountants and practice.
The Executive Committee is responsible for considering matters and taking actions that require the Board of Directors' attention between Board meetings. The Committee consists of at least three independent directors and the CEO, who are elected annually. The Committee meets as needed rather than on a fixed schedule, and can take action on behalf of the Board. Its responsibilities include functioning for the Board between meetings, performing tasks delegated by the Board, annually evaluating its own performance, and annually reviewing this Charter.
The bylaws outline the governance structure for Peace Builders Community, Inc. including provisions for annual meetings of members, the board of trustees, officers and their duties. Key details include:
- The annual meeting of members is held each November where the president reports on activities and trustees are elected.
- The board of trustees exercises corporate powers and oversees the association's business and property.
- Officers include a president, vice president, secretary, and treasurer elected by the board from among themselves.
- The president directs association activities while the secretary keeps minutes and records and the treasurer manages finances.
The document outlines the charter for the Governance & Nominating Committee of Owens & Minor, Inc. It establishes that the committee will be comprised of at least 3 independent directors appointed annually by the board. The committee is responsible for identifying and nominating qualified board candidates and committee members and overseeing corporate governance policies. It is also tasked with annually evaluating board performance and CEO performance, succession planning, and reviewing its own charter. The charter provides the framework for the committee's composition, objectives, authority, responsibilities, and procedures.
The document summarizes provisions related to meetings under the Companies Act, including:
- Types of meetings like statutory meetings, annual general meetings, extraordinary general meetings, and meetings of creditors/debenture holders.
- Requirements for statutory meetings like approving a statutory report within 3-6 months of commencement of business.
- Requirements for annual general meetings like holding the first AGM within 18 months of incorporation and subsequent AGMs within 4 months of financial year end.
- Provisions for extraordinary general meetings, including who can call them and notice requirements.
- Other meeting provisions around quorum, voting, proxies, and maintenance of minutes.
This executive order creates the Energy Regulatory Board to regulate the energy sector in the Philippines. It transfers regulatory powers over energy from several agencies to the newly established Board. The Board will fix prices for petroleum products and gas, regulate refinery capacities, and take other measures to ensure an effective energy policy. It will have the authority to promulgate rules and adjudicate cases regarding energy. The order also establishes the composition, powers, and oversight of the Energy Regulatory Board.
Companies must hold an annual general meeting every year, with no more than 15 months between meetings. Extraordinary general meetings can be called to discuss urgent matters. Board meetings can be called by the secretary, director, or on the chairman's direction. Meetings must be chaired and have quorum to be valid. Notice must be sent in advance of meetings, and include time, place, agenda, and signature. Resolutions are passed by ordinary majority or 75% majority for special resolutions. Minutes record the discussions and decisions.
The document establishes the Bangladesh Sangbad Sangstha (BSS), the national news agency of Bangladesh. It outlines the agency's functions of securing domestic and international news, disseminating news to Bangladeshi media outlets, and exchanging news with other countries' agencies. It establishes a Board of Directors to manage the BSS, consisting of a Chairman and other members from relevant ministries and media outlets. The BSS is granted powers to hire staff, enter agreements, and perform other duties necessary to carry out its news agency functions.
- Clear Channel Communications filed an 8-K form with the SEC announcing earnings results for Q1 2005 and amendments to its bylaws
- The bylaws were amended to separate the roles of Chairman and CEO, increase the shareholding requirement to call a special shareholder meeting, and provide officers and directors expanded indemnification rights
- Key changes to the bylaws include separating the Chairman and CEO roles, eliminating the Vice Chairman role, allowing only shareholders to remove directors for cause, and granting the CEO authority over certain corporate actions
This document outlines the bylaws of NVR, Inc. as adopted on September 30, 1993 and amended on May 4, 2007. It addresses matters such as the location of the registered corporate office, procedures for shareholder and board meetings, requirements for officers, and provisions for issuing stock certificates. The bylaws provide the framework for how the corporation will be governed and managed.
This document is Form 10-Q filed by Illinois Tool Works Inc. with the Securities and Exchange Commission for the quarterly period ended June 30, 2002. The summary includes:
- Illinois Tool Works reported net income of $267.5 million for the quarter on revenues of $2.43 billion. For the six months ended June 30, 2002, net income was $244.1 million on revenues of $4.64 billion.
- Earnings per share from continuing operations for the quarter were $0.87, and $1.50 for the six months.
- The filing includes Illinois Tool Works' consolidated statement of income, balance sheet, and cash flows for the periods, as well as
This document outlines the by-laws of Autozone, Inc. regarding meetings of stockholders. It specifies that the annual meeting will be held each year to elect directors and conduct business, and stockholders must give advance notice to the Secretary of any additional business to be addressed. It also describes how special meetings may be called, the information that must be provided to stockholders prior to meetings, and requirements for stockholder lists and quorums. Stockholders may only take actions at annual or special meetings and not by written consent without a meeting.
The document outlines the bylaws of Computer Sciences Corporation. It details the principal office location, procedures for annual and special stockholder meetings, requirements for submitting items and nominations for consideration at meetings, and election of directors. Key details include timelines for submitting proposals/nominations, information required to be provided, and requirements for stockholders to present submitted items at meetings.
This document outlines the bylaws of The Pantry Inc. regarding meetings of stockholders. It discusses annual meetings, special meetings, notice requirements, quorums, voting procedures, and rules for stockholders to propose business or nominations at annual meetings. Key details include requirements that notice of meetings be given 10-60 days in advance, that a majority of shares constitutes a quorum, and that stockholders must meet certain criteria to propose other business or nominations at annual meetings.
This document outlines the by-laws of Integrys Energy Group, Inc. as of February 12, 2009. It discusses the principal office, registered office, annual shareholder meetings, special shareholder meetings, place of shareholder meetings, notice requirements for shareholder meetings, and establishing a record date to determine shareholders entitled to vote. Key details include requirements for annual elections of directors, who can call special meetings, the process for shareholders to demand a special meeting, and timelines for notices of meetings.
The Quality, Safety & Compliance Committee is responsible for overseeing Quest Diagnostics' compliance with applicable laws and regulations. The Committee is composed of at least three independent members appointed by the Board of Directors. The Committee meets regularly to review the company's compliance programs, policies, and functions. It also monitors internal and external investigations regarding potential legal violations and keeps abreast of regulatory developments relevant to the company's business.
This document outlines the by-laws of Liz Claiborne, Inc., a Delaware corporation. It establishes provisions for stockholder meetings, the board of directors, officers, capital stock, and general matters. Key details include establishing an annual stockholder meeting, requirements for a board quorum, powers of corporate officers, rules for stock certificates and transfers, and allowing board amendments to the by-laws.
The document outlines the by-laws of Liz Claiborne, Inc., a Delaware corporation. It discusses matters such as locations of stockholder meetings, requirements for notices of meetings, procedures for electing directors and officers, and rules regarding vacancies on the board of directors. It also allows directors to participate in board meetings by teleconference.
The bylaws establish Inspirational Publishing as a non-profit corporation under Idaho law with the purpose of training and employing students and disabled individuals to raise money for schools using marketing tactics. The bylaws outline the corporation's powers and limitations, establish that it has no members, describe the structure and duties of the Board of Directors and officers, and provide for indemnification of Directors and officers.
The document outlines corporate governance guidelines for a company's board of directors. It addresses topics such as board structure, committees, the lead director position, director responsibilities, and board practices. Key points include that a majority of the board will be independent, directors are responsible for acting in the best interests of shareholders, and the board will conduct annual self-evaluations to assess its performance.
The document amends and restates the bylaws of L-3 Communications Holdings, Inc. It outlines provisions related to offices and records, stockholders, the board of directors, officers, and stock certificates and transfers. Key details include requirements for annual stockholder meetings, how the board is composed and elected, committees the board may form, duties of officers like the secretary and treasurer, and that stock may be represented by physical certificates or uncertificated.
The document amends and restates the bylaws of L-3 Communications Holdings, Inc. It outlines provisions related to offices and records, stockholders, the board of directors, officers, and stock certificates and transfers. Key details include requirements for annual meetings, special meetings, notices, quorums, voting, inspector duties, and powers/composition of the board and its committees. It also specifies the elected officer positions and describes officer election, duties, and removal processes.
This document outlines the by-laws of CSA Makati 91, Inc. It discusses the organization of meetings of members, including annual meetings, monthly/special meetings, notices of meetings, quorums, and voting procedures. It also outlines the structure of the Board of Trustees, including their powers and duties, qualifications for trustees, vacancies, and terms. Finally, it discusses the election and roles of officers, including the Executive Director, Deputy Executive Director, Secretary, Treasurer, and Auditor. Committees and functions are also established for a Homecoming Committee and Outreach Committee.
This document outlines the bylaws of a non-profit corporation. It establishes the corporation's name and office location, its purpose to operate exclusively for charitable purposes, and its governance structure. The corporation will be governed by a board of 3-7 directors who are appointed annually. The bylaws define officer roles and responsibilities, meeting procedures, fiscal year, restrictions on sharing earnings, and amendment processes.
The document outlines the bylaws of CSX Corporation regarding shareholder meetings and procedures. Some key points:
- The annual meeting can be held between March and June as designated by the Board of Directors. Special meetings can be called by the Board or shareholders holding at least 15% of shares.
- Notice of any shareholder meeting must be given between 10-60 days before the meeting. The Board can also set the record date for determining shareholders entitled to vote or receive dividends.
- To nominate directors or propose other business at the annual meeting, a shareholder must submit notice between 120-90 days before the meeting with details of the nomination or proposal.
The document outlines the bylaws of CSX Corporation regarding shareholder meetings and procedures. Some key points:
- The annual meeting can be held between March and June as designated by the Board of Directors. Special meetings can be called by the Board or shareholders holding at least 15% of shares.
- Notice of any shareholder meeting must be given between 10-60 days before the meeting. The Board can also set the record date for determining shareholders entitled to vote or receive dividends.
- To nominate directors or propose other business at the annual meeting, a shareholder must submit notice between 120-90 days before the meeting with details of the nomination or proposal.
These forms are provided as informational templates and may not be appropriate for a given situation without consulting an attorney. The document contains sample bylaws for a corporation, including sections on offices, shareholders, directors, meetings, voting procedures, and informal actions. Users are warned that the forms may not apply in all jurisdictions and their specific facts require legal review before using the templates.
This document outlines amended and restated bylaws for Office Depot, Inc. It addresses topics such as locations of registered offices, requirements for stockholder meetings, procedures for voting, and rules regarding actions taken by written consent. Key details include allowing the CEO to determine the annual stockholder meeting date and location, requiring at least 10 days notice for stockholder meetings, establishing quorum as a majority of outstanding shares, and permitting actions by written consent with consent forms signed by the required minimum number of stockholders.
This document outlines amended and restated bylaws for Office Depot, Inc. Key points include:
- It establishes procedures for stockholder meetings, including annual meetings, special meetings, notice requirements, and quorum.
- It details voting procedures for stockholders, including majority vote requirements for most matters and plurality vote for contested director elections.
- It includes a resignation policy requiring directors who do not receive a majority of votes to resign, subject to board review.
- It allows for stockholder action by written consent without a meeting under certain conditions.
goldman sachs Amended and Restated By-laws finance2
1) The document outlines procedures for annual and special stockholder meetings of The Goldman Sachs Group, including requirements for notice, quorum, voting, proxies, and nomination of directors by stockholders.
2) Stockholder meetings must have at least 10 days notice provided to stockholders. For annual meetings, stockholders must provide notice of any director nominations or other proposals between 90-120 days before the anniversary of the prior year's annual meeting.
3) A majority of outstanding shares constitutes a quorum at stockholder meetings. Unless otherwise specified, matters are decided by a majority vote of shares present and voting.
goldman sachs Amended and Restated By-laws finance2
1) The document outlines procedures for annual and special stockholder meetings of The Goldman Sachs Group, including requirements for notice, quorum, voting, proxies, and nomination of directors by stockholders.
2) Stockholder meetings must have at least 10 days notice provided to stockholders. For annual meetings, stockholders must provide notice of any director nominations or other proposals between 90-120 days before the anniversary of the prior year's annual meeting.
3) A majority of outstanding shares constitutes a quorum at stockholder meetings. Unless otherwise specified, matters are decided by a majority vote of shares present and voting.
The bylaws establish NOWCastSA as a non-profit organization with the mission of facilitating civic conversation and community engagement through journalism and discussion. The bylaws outline the organization's board of directors, officers, committees and meeting procedures. Key aspects include a 4-15 member board that oversees activities, requires 50% meeting attendance, and can remove members. Officers include a Chair, Vice Chair, Secretary and Treasurer elected annually. Standing committees consist of Executive, Nominating, Bylaws, Personnel and Audit.
The document provides an overview of parliamentary rules of procedure for conducting meetings in an orderly manner. It defines key terms like motions, the order of business, and the roles of the presiding officer and secretary. It also outlines a standard order of business, which typically involves calling the meeting to order, considering previous minutes, committee reports, unfinished and new business, and adjournment. The document provides guidance on parliamentary procedures to help meetings run smoothly.
The Corporate Governance and Nominating Committee Charter outlines the committee's responsibilities which include: identifying and recommending individuals for nomination to the board and its committees; developing and recommending corporate governance principles; and performing an annual self-evaluation of the committee's performance. The committee is comprised of at least three independent directors appointed by the board. It is responsible for issues relating to board composition, effectiveness and indemnification of directors.
This document provides financial and operational results for AT&T's wireless segment. Some key highlights include:
- Wireless operating revenues for 2008 were $49.3 billion, up 15.6% from 2007. Segment income was $10.8 billion for 2008, up 58.5% from 2007.
- As of December 31, 2008, AT&T had 77 million wireless customers, up 10.4% from a year earlier. Postpaid subscribers totaled 60.1 million in Q4 2008.
- Wireless data revenues in Q4 2008 were $3.1 billion, up 51.7% year-over-year, reflecting increased data usage and adoption of smartphones.
AT&T reported strong first quarter 2008 results with consolidated revenue growth of 4.6% year-over-year, led by improved results in wireless and enterprise services. Wireless revenues increased 18.3% due to strong subscriber gains and growth in wireless data services, and AT&T added 1.3 million wireless subscribers. Enterprise revenues grew led by a 22.9% increase in IP-based data services. Adjusted earnings per share grew 13.8% over the first quarter of 2007, highlighting AT&T's 12th consecutive quarter of double-digit earnings growth.
AT&T reported solid second quarter results in 2008, with key highlights including:
- Wireless revenues grew 15.8% driven by subscriber gains and 52% growth in wireless data services. Total wireless subscribers increased by over 1.3 million.
- Wholesale customer revenue declines improved, with revenues down just 0.2% versus a year ago.
- EPS was $0.63, up from $0.47 a year ago, while adjusted EPS was $0.76, up from $0.70 a year ago.
AT&T reported strong third quarter results in 2008, highlighted by growth in wireless subscribers and revenues. They gained 2 million new wireless subscribers total, with a record 1.7 million postpaid additions. This growth was powered by 2.4 million activations of the new iPhone 3G and rapid adoption of wireless data services. AT&T also grew its U-verse TV subscriber base to 781,000 and saw stable trends in business services. However, earnings were reduced by costs associated with the iPhone launch and hurricane-related expenses.
AT&T reported fourth quarter and full year 2008 results, highlighting strong wireless subscriber gains, accelerated growth of U-verse TV subscribers passing 1 million, and continued double-digit growth in IP data services. Wireless revenues grew 13.2% in Q4 2008 led by a 51.2% increase in wireless data revenues. AT&T added 2.1 million wireless subscribers in Q4 2008 and accelerated its U-verse TV ramp with 264,000 new subscribers. For the full year 2008, AT&T reported revenues of $124 billion, net income of $12.9 billion, and earnings per share increased 11.3% over 2007.
This document provides financial and operational results for AT&T across several business segments. Key highlights include:
- Wireless operating revenues increased 6% to $49.3 billion in 2008, with segment income increasing 58% to $10.8 billion. The number of wireless customers grew 5% to over 77 million.
- Wireline operating revenues declined 2% to $69.9 billion while segment income declined 7% to $11.2 billion in 2008 compared to 2007.
- Advertising & Publishing operating revenues declined 6% to $5.5 billion in 2008, with segment income declining 20% to $1.7 billion.
This document is a notice and proxy statement for the 2000 Annual Meeting of Share Owners of General Electric Company. It provides information on items to be voted on at the meeting, including the election of 16 directors, appointment of independent auditors, a proposal to increase authorized shares for a 3-for-1 stock split, and 11 shareholder proposals. Brief biographies of the 16 nominees for director positions are also included.
This document is a notice and proxy statement for General Electric Company's 2001 Annual Meeting. It provides information on the date, time, and location of the meeting, as well as details on voting procedures. Shareholders will vote on electing directors, appointing independent auditors, and seven shareholder proposals relating to issues such as cumulative voting, workplace codes of conduct, and nuclear power reporting. Biographies of the 19 nominees for director positions are also included.
The document is a notice and proxy statement for General Electric's 2002 Annual Meeting. It provides details about the meeting such as the date, time, and location in Waukesha, Wisconsin. It also lists the items to be voted on including the election of directors, appointment of auditors, executive compensation plans, and eight shareholder proposals. Biographies are provided for the 16 nominees up for election to the board of directors.
The document is a notice and proxy statement for General Electric's 2003 annual shareholder meeting. It provides details on the meeting such as date, time, location, and items to be voted on including election of directors and appointment of auditors. It also includes biographies of the 17 nominees for election to the board of directors.
The document is a notice and proxy statement for General Electric's 2004 Annual Meeting. It notifies shareholders that the meeting will be held on April 28, 2004 in Louisville, Kentucky at 10:00am to vote on the election of directors, ratification of the independent auditor selection, adding a revenue measurement to executive performance goals, and 15 shareholder proposals. Shareholders of record as of March 1, 2004 are entitled to vote.
The document is a notice and proxy statement for General Electric's 2005 Annual Meeting. It provides information on the date, time, and location of the meeting in Cincinnati, Ohio. It lists 15 nominees for election to the board of directors and provides brief biographies for each nominee. It also lists several matters that will be voted on at the meeting, including the election of directors, ratification of the independent auditor, and seven shareholder proposals.
The document is a notice and proxy statement for General Electric's 2006 Annual Meeting. It provides details on the meeting such as the date, time, and location in Philadelphia. It lists 15 nominees for election to the board of directors and provides brief biographies for each. It also lists several matters that will be voted on including the election of directors, ratification of the independent auditor, and six shareholder proposals.
This document provides preliminary financial highlights and operating metrics for ConocoPhillips for the first quarter of 2004 compared to the first quarter of 2003. Some key figures include:
- Total revenues of $30.2 billion for the first quarter of 2004, up from $27.1 billion in the same period of 2003.
- Net income of $1.6 billion for the first quarter of 2004, up from $1.2 billion in the first quarter of 2003.
- Oil and gas production of 941 thousand barrels per day for the first quarter of 2004, up slightly from 935 thousand barrels per day in the same period of 2003.
ConocoPhillips reported financial highlights for the second quarter of 2004 including revenues of $31.9 billion and net income of $2.1 billion. Earnings per share were $3.01 for the quarter. The company experienced higher crude oil and natural gas sales prices and volumes compared to the prior year. However, costs and expenses also increased, including purchases of crude oil and products, production and operating expenses, and taxes.
- ConocoPhillips reported revenues of $34.7 billion for Q3 2004, up from $26.5 billion in Q3 2003, and net income of $2 billion, up from $1.3 billion.
- Earnings per share for Q3 2004 were $2.86, up from $1.90 in Q3 2003.
- Oil and gas production volumes were up slightly from Q3 2003, with crude oil production of 733 thousand barrels per day consolidated and 844 thousand barrels per day total.
- ConocoPhillips reported significantly higher revenues and net income for both the fourth quarter and full year 2004 compared to the same periods in 2003, driven by higher oil and gas prices and increased production volumes.
- Revenues for the fourth quarter of 2004 were $40.1 billion, up 54% from $26 billion in the fourth quarter of 2003. Net income for the fourth quarter was $2.4 billion, up 138% from $1 billion.
- For the full year 2004, revenues were $136.9 billion compared to $105.1 billion in 2003. Net income was $8.1 billion compared to $4.7 billion in 2003.
This document provides financial highlights and selected financial data for ConocoPhillips for the first quarter of 2005 compared to the first quarter of 2004. Some key figures include:
- Net income for Q1 2005 was $2.912 billion compared to $1.616 billion in Q1 2004.
- Income from continuing operations was $2.923 billion in Q1 2005 compared to $1.603 billion in Q1 2004.
- Total worldwide crude oil and natural gas production was 942 thousand barrels of oil equivalent per day in Q1 2005.
- Total revenues for Q1 2005 were $38.918 billion compared to $30.217 billion in Q1 2004.
ConocoPhillips reported financial results for the third quarter and first nine months of 2005:
- Revenues for the quarter increased to $49.7 billion, up from $34.7 billion in the same period last year, driven by higher oil and gas prices. Net income was $3.8 billion compared to $2 billion last year.
- For the first nine months of the year, revenues were $131.2 billion compared to $96.8 billion last year. Net income was $9.85 billion compared to $5.7 billion in the same period of 2004.
- Oil and gas production for the quarter averaged 790 thousand barrels of oil equivalent per day for
This document provides financial highlights and selected financial data for ConocoPhillips for the three month and twelve month periods ending December 31, 2005 and 2004. Some key details include:
- Revenues for the three months ending December 31, 2005 were $52.2 billion compared to $40.1 billion for the same period in 2004.
- Net income for the twelve months ending December 31, 2005 was $13.5 billion compared to $8.1 billion for the same period in 2004.
- Earnings per share (diluted) for continuing operations for the twelve months ending December 31, 2005 were $9.63 compared to $5.79 for the same period in 2004.
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chevronChevron By-Laws
1. BY-LAWS
of
CHEVRON CORPORATION
As Amended January 30, 2008
ARTICLE I.
The Board of Directors
SECTION 1. Authority of Board. The business and affairs of Chevron Corporation
(herein called the quot;Corporationquot;) shall be managed by or under the direction of the Board of
Directors (the quot;Boardquot;) 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,
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.
1
2. When notice is required, it shall be given not less than four hours prior to the time fixed for the
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
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 quot;Executive Committeequot;), 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
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 Chairman’s absence, a Vice-Chairman of the Board, as
designated and available, shall preside at meetings of the stockholders and the Board.
2
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 Officer’s 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
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
Committee, or otherwise be in accordance with the direction of the Board.
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
3
4. 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 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
Committee, or otherwise be in accordance with the direction of the Board.
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
the Board, by a committee thereof or by the Executive Committee, or otherwise be in accordance
with the direction of the Board.
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.
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.
4
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 (quot;Common Stockquot;) or any series of Preferred Stock (quot;Preferred Stockquot;), 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
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
from the registered owner of the uncertificated shares, an instruction from an approved source
5
6. duly authorized by such owner or from an attorney lawfully constituted in writing. The
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 25 percent of the shares of Common Stock
of the Corporation then outstanding and entitled to vote at such meeting.
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
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7. time, such rules for the conduct of such meeting, and to take such action, as may in his judgment
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 nominee’s election exceed
the votes cast “against” such nominee’s 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 Director’s qualifications, the Director’s 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 stockholder’s proxy or proxies at any stockholder
meeting for the purpose of representing and voting the stockholder’s 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
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.
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8. ARTICLE V
Corporate Seal
The seal of the Corporation shall have inscribed thereon the name of the Corporation and the
words quot;Incorporated Jan. 27, 1926 Delaware.quot;
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,
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 Corporation’s 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
8
9. disposition of all or substantially all of the assets of the Corporation (other
than to a Subsidiary or as a distribution of a Subsidiary to the stockholders of
the Corporation).
“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 Corporation’s outstanding
voting securities immediately following a Merger.
“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.
9
10. “Ultimate Parent” means, if there is a Parent Corporation, the Person with Beneficial
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
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
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.
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