By-Laws - Ford Motor Co.
[FORD LOGO]
Ford Motor Company
By-Laws
As Amended Through January 1, 1996
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BY-LAWS
OF
FORD MOTOR COMPANY
TABLE OF CONTENTS
Page
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ARTICLE I - Offices.......................................... 1
ARTICLE II - Stockholders..................................... 1
Section 1. Annual Meeting.................................... 1
Section 2. Special Meetings.................................. 1
Section 3. Notice of Meetings................................ 2
Section 4. Quorum............................................ 2
Section 5. Organization...................................... 2
Section 6. Proxies and Voting................................ 2
Section 7. Stock Lists....................................... 2
Section 8. Ratification...................................... 3
Section 9. Judges............................................ 3
ARTICLE III - Board of Directors............................... 3
Section 1. Number, Term of Office and Eligibility............ 3
Section 2. Meetings.......................................... 4
Section 3. Notice of Meetings................................ 4
Section 4. Quorum and Organization of Meetings............... 4
Section 5. Powers............................................ 5
Section 6. Reliance upon Books, Reports and Records.......... 6
Section 7. Compensation of Directors......................... 7
ARTICLE IV - Committees....................................... 7
Section 1. Committees of the Board of Directors.............. 7
Section 2. Finance Committee................................. 7
Section 3. Audit Committee................................... 8
Section 4. Compensation and Option Committee................. 8
Section 5. Organization Review and Nominating Committee...... 8
Section 6. Other Committees.................................. 9
Section 7. Rules and Procedures.............................. 9
Section 8. Application of Article............................ 10
ARTICLE V - Officers......................................... 10
Section 1. Officers.......................................... 10
Section 2. Office of the Chief Executive..................... 10
Section 3. Chairman of the Board of Directors................ 10
Section 4. Vice Chairmen of the Board of Directors........... 11
Section 5. President......................................... 11
Section 6. Chief Operating Officer........................... 11
Section 7. Executive Vice Presidents, Group Vice Presidents
and Vice Presidents....................................... 11
Section 8. Treasurer and Assistant Treasurer................. 12
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Section 9. Secretary and Assistant Secretary................. 12
Section 10. General Counsel................................... 13
Section 11. Controller........................................ 13
Section 12. Salaries.......................................... 13
ARTICLE VI - Resignations, Removals and Vacancies............ 13
Section 1. Resignations..................................... 13
Section 2. Removals......................................... 13
Section 3. Vacancies........................................ 14
ARTICLE VII - Capital Stock - Dividends - Seal................ 14
Section 1. Certificates of Shares........................... 14
Section 2. Addresses of Stockholders........................ 14
Section 3. Lost, Destroyed or Stolen Certificate............ 14
Section 4. Fixing a Record Date............................. 15
Section 5. Regulations...................................... 15
Section 6. Corporate Seal................................... 15
ARTICLE VIII - Execution of Contracts and Other Documents...... 16
Section 1. Contracts, etc................................... 16
Section 2. Checks, Drafts, etc.............................. 16
ARTICLE IX - Fiscal Year..................................... 16
ARTICLE X - Miscellaneous................................... 16
Section 1. Original Stock Ledger............................ 16
Section 2. Notices and Waivers Thereof...................... 17
Section 3. Voting upon Stocks............................... 17
ARTICLE XI - Amendments...................................... 18
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CERTIFICATION
The undersigned officer of Ford Motor Company, a Delaware
corporation, does hereby certify that the following is a true
and correct copy of the By-Laws of the Company in effect on
the date hereof.
Witness my hand and the seal of the Company this day of 19
_____________________
Secretary
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BY-LAWS
OF
FORD MOTOR COMPANY
ARTICLE I
OFFICES
The registered office of the Company shall be in the City
of Wilmington, County of New Castle, State of Delaware. The
Company may also have an office in the City of Dearborn,
State of Michigan, and at such other places as the Board of
Directors may from time to time determine or as the business
of the Company may require. The books and records of the
Company may be kept (except as otherwise provided by law) at
the office of the Company in the City of Dearborn, State of
Michigan, outside of the State of Delaware, or at such other
places as from time to time may be determined by the Board
of Directors.
ARTICLE II
STOCKHOLDERS
Section 1. Annual Meeting.
The annual meeting of the stockholders for the purpose of
electing directors and of transacting such other business as
may come before it shall be held in the City of Detroit,
State of Michigan, unless otherwise determined by the Board
of Directors, on the second Thursday of May in each and
every year, if not a legal holiday, and if a legal holiday
then on the next day not a legal holiday. The Board of
Directors shall, by resolution duly adopted, fix the place
within the City of Detroit, Michigan, or elsewhere if so
determined, and the time for the holding of each such
meeting. At least twenty (20) days' notice shall be given
to each stockholder entitled to vote at such meeting of the
place and time so fixed.
Section 2. Special Meetings.
Special meetings of the stockholders shall be held at the
office of the Company in the City of Dearborn, State of
Michigan, unless otherwise determined by resolution of the
stockholders or of the Board of Directors, whenever called
in the manner required by law for purposes as to which there
are special statutory provisions, and for other purposes
whenever called by the Chairman of the Board of Directors, a
Vice Chairman of the Board of Directors or the President, or
by resolution of the Board of Directors, and whenever the
holders of thirty percent (30%) or more of the total number
of outstanding shares of any class of stock the holders of
which are entitled to vote on every matter that is to be
voted on without regard to class at such meeting shall file
with the Secretary a written application for such meeting
stating the time and purpose thereof.
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Section 3. Notice of Meetings.
Except as otherwise provided by law, at least twenty (20)
days' notice of stockholders' meetings stating the time and
place and the objects thereof shall be given by the Chairman
of the Board of Directors, a Vice Chairman of the Board of
Directors, the President or the Secretary to each
stockholder of record having voting power in respect of the
business to be transacted thereat. No business other than
that stated in the notice shall be transacted at any
meeting.
Section 4. Quorum.
At any meeting of the stockholders the number of shares the
holders of which shall be present or represented by proxy in
order to constitute a quorum for, and the votes that shall
be necessary for, the transaction of any business shall be
as expressly provided in Article FOURTH of the Certificate
of Incorporation, as amended. At any meeting of
stockholders at which a quorum is not present, the holders
of shares entitled to cast a majority of all of the votes
(computed, in the case of each share of Class B Stock, as
provided in subsection 1.3 of said Article FOURTH) which
could be cast at such meeting by the holders of outstanding
shares of stock of the Company who are present in person or
by proxy and who are entitled to vote on every matter that
is to be voted on without regard to class at such meeting
may adjourn the meeting from time to time.
Section 5. Organization.
The Chairman of the Board of Directors shall act as
chairman of meetings of the stockholders. The Board of
Directors may designate any other officer or director of the
Company to act as chairman of any meeting in the absence of
the Chairman of the Board of Directors, and the Board of
Directors may further provide for determining who shall act
as chairman of any stockholders meeting in the absence of
the Chairman of the Board of Directors and such designee.
The Secretary of the Company shall act as secretary of all
meetings of the stockholders, but in the absence of the
Secretary the presiding officer may appoint any other person
to act as secretary of any meeting.
Section 6. Proxies and Voting.
Every stockholder entitled to vote at any meeting may vote
in person, or by proxy appointed by an instrument in
writing, subscribed by such stockholder or by his or her
duly authorized attorney, and filed with the Secretary
before being voted on, but no proxy shall be voted after
three years from its date unless such proxy provides
expressly for a longer period. Shares of the Company's
stock belonging to the Company shall not be voted upon
directly or indirectly.
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Section 7. Stock Lists.
A complete list of stockholders entitled to vote at any
meeting of stockholders shall be prepared, in alphabetical
order by class, by the Secretary and shall be open to the
examination of any stockholder, at the place where the
meeting is to be held, for at least ten days before the
meeting and during the whole time of the meeting.
Section 8. Ratification.
Any transaction questioned in any stockholders' derivative
suit, or any other suit to enforce alleged rights of the
Company or any of its stockholders, on the ground of lack of
authority, defective or irregular execution, adverse
interest of any director, officer or stockholder,
nondisclosure, miscomputation or the application of improper
principles or practices of accounting may be approved,
ratified and confirmed before or after judgment by the Board
of Directors or by the holders of Common Stock and the
holders of Class B Stock voting as provided in subsection
1.6 of Article FOURTH of the Certificate of Incorporation,
as amended, and, if so approved, ratified or confirmed,
shall have the same force and effect as if the questioned
transaction had been originally duly authorized, and said
approval, ratification or confirmation shall be binding upon
the Company and all of its stockholders and shall constitute
a bar to any claim or execution of any judgment in respect
of such questioned transaction.
Section 9. Judges.
All votes by ballot at any meeting of stockholders shall be
conducted by two judges appointed for the purpose either by
the directors or by the meeting. The judges shall decide
upon the qualifications of voters, count the votes and
declare the result.
ARTICLE III
BOARD OF DIRECTORS
Section 1. Number, Term of Office and Eligibility.
Except as provided by the laws of the State of Delaware or
by the Certificate of Incorporation, as amended, the
business and the property of the Company shall be managed by
or under the direction of a Board of not less than ten and
not more than twenty directors, the exact number of which
shall be fixed from time to time by resolution of the Board.
Each director shall be elected annually by ballot by the
holders of Common Stock and the holders of Class B Stock
voting as provided in subsection 1.6 of Article FOURTH of
the Certificate of Incorporation, as amended, at the annual
meeting of stockholders, to serve until his or her successor
shall have been elected and shall have qualified, except as
provided in this Section. No person may be elected or re-
elected a director of the Company if at the time of his or
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her election or re-election he or she shall have attained
the age of seventy years, and the term of any director who
shall have attained such age while serving as a director
shall terminate as of the time of the first annual meeting
of stockholders following his or her seventieth birthday;
provided, however, that the Board by resolution may waive
such age limitation in any year and from year to year with
respect to any director or directors.
Section 2. Meetings.
The directors may hold their meetings outside of the State
of Delaware, at the office of the Company in the City of
Dearborn, State of Michigan, or at such other place as from
time to time they may determine.
The annual meeting of the Board of Directors, for the
election of officers and the transaction of other business,
shall be held at the World Headquarters of the Company in
Dearborn, Michigan, on the same day as, and as soon as
practicable following, the annual meeting of stockholders,
or at such other time or place as shall be determined by the
Board at its regular meeting next preceding said annual
meeting of stockholders. No notice of said annual meeting
of the Board shall be required to be given to the directors.
Regular meetings of the Board of Directors may be held at
such time and place as shall from time to time be determined
by the Board.
Special meetings of the Board of Directors shall be held
whenever called by direction of the Chairman of the Board of
Directors, a Vice Chairman of the Board of Directors or the
President or by one-third of the directors then in office.
Section 3. Notice of Meetings.
The Secretary or an Assistant Secretary shall give notice
of the time and place of holding of meetings of the Board of
Directors (excepting the annual meeting of directors) by
mailing such notice not later than during the second day
preceding the day on which such meeting is to be held, or by
sending a cablegram, facsimile transmission, mailgram,
radiogram, telegram or other form of recorded communication
containing such notice or delivering such notice personally
or by telephone not later than during the first day
preceding the day on which such meeting is to be held to
each director. Unless otherwise stated in the notice
thereof any and all business may be transacted at any
meeting.
Section 4. Quorum and Organization of Meetings.
A third of the total number of members of the Board of
Directors as constituted from time to time, but in no event
less than three, shall constitute a quorum for the
transaction of business; but if at any meeting of the Board
of Directors there shall be less than a quorum present, a
majority of those present may adjourn the meeting from time
to time, and the meeting may be held as adjourned without
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further notice or waiver. Except as otherwise provided by
law or by the Certificate of Incorporation, as amended, or
by these By-Laws, a majority of the directors present at any
duly constituted meeting may decide any question brought
before such meeting. Meetings shall be presided over by the
Chairman of the Board of Directors, or in his or her
absence, by a Vice Chairman of the Board of Directors or the
President, as designated by the Board of Directors, or in
the absence of all of the aforesaid officers by such other
person as the Board of Directors may designate or the
members present may select.
Section 5. Powers.
In addition to the powers and authorities by these By-Laws
expressly conferred upon them, the Board of Directors shall
have and may exercise all such powers of the Company and do
all such lawful acts and things that are not by statute or
by the Certificate of Incorporation, as amended, or by these
By-Laws directed or required to be exercised or done by the
stockholders. Without prejudice to or limitation of such
general powers and any other powers conferred by statute, or
by the Certificate of Incorporation, as amended, or by these
By-Laws, the Board of Directors shall have the following
powers:
(1) To determine, subject to the requirements of
law and of Section 5 of Article FOURTH of the
Certificate of Incorporation, as amended, what, if
any, dividends shall be declared and paid to the
stockholders out of net profits, current or
accumulated, or out of surplus or other assets of
the Company available for dividends.
(2) To fix, and from time to time to vary, the
amount of working capital of the Company, and to
set aside from time to time out of net profits,
current or accumulated, or surplus of the Company
such amount or amounts as they in their discretion
may deem necessary and proper as, or as a safeguard
to the maintenance of, working capital, as a
reserve for contingencies, as a reserve for
repairs, maintenance, or rehabilitation, or as a
reserve for revaluation of profits of the Company
or for such other proper purpose as may in the
opinion of the directors be in the best interests
of the Company; and in their sole discretion to
abolish or modify any such provision for working
capital or any such reserve, and to credit the
amount thereof to net profits, current or
accumulated, or to the surplus of the Company.
(3) To purchase, or otherwise acquire for the
Company, any business, property, rights or
privileges which the Company may at the time be
authorized to acquire, at such price or
consideration and generally on such terms and
conditions as they think fit; and at their
discretion to pay therefor either wholly or partly
in money, stock, bonds, debentures or other
securities of the Company.
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(4) To create, make and issue mortgages, bonds,
deeds of trust, trust agreements or negotiable or
transferable instruments or securities, secured by
mortgage or otherwise, and to do every other act
and thing necessary to effect the same.
(5) To appoint any person or corporation to accept
and hold in trust for the Company any property
belonging to the Company, or in which it is
interested, or for any other purpose, and to
execute such deeds and do all things requisite in
relation to any such trust.
(6) To delegate any of the powers of the Board in
the course of the business of the Company to any
officer, employee or agent, and to appoint any
person the agent of the Company, with such powers
(including the power to subdelegate) and upon such
terms as the Board may think fit.
(7) To remove any officer of the Company with or
without cause, and from time to time to devolve the
powers and duties of any officer upon any other
person for the time being.
(8) To confer upon any officer of the Company the
power to appoint, remove and suspend subordinate
officers, agents and employees.
(9) To determine who shall be authorized on the
Company's behalf, either generally or specifically,
to make and sign bills, notes, acceptances,
endorsements, checks, releases, receipts,
contracts, conveyances, and all other written
instruments executed on behalf of the Company.
(10) To make and change regulations, not
inconsistent with these By-Laws, for the management
of the Company's business and affairs.
(11) To adopt and, unless otherwise provided
therein, to amend and repeal, from time to time, a
bonus or supplemental compensation plan for
employees (including employees who are officers or
directors) of the Company or any subsidiary. Power
to construe, interpret, administer, modify or
suspend such plan shall be vested in the Board of
Directors or a committee thereof.
(12) To adopt a retirement plan, or plans, for the
purpose of making retirement payments to employees
(including employees who are officers or directors)
of the Company or of any subsidiary thereof; and to
adopt a group insurance plan, or plans, for the
purpose of enabling employees (including employees
who are officers or directors) of the Company or of
any subsidiary thereof to acquire insurance
protection; any such retirement plan or insurance
plan, unless otherwise provided therein, shall be
subject to amendment or revocation by the Board of
Directors.
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Section 6. Reliance upon Books, Reports and Records.
Each director, each member of any committee designated by
the Board of Directors and each officer, in the performance
of his or her duties, shall be fully protected in relying in
good faith upon the books of account or reports made to the
Company by any of its officials, or by an independent
certified public accountant, or by an appraiser selected
with reasonable care by the Board of Directors or by any
such committee, or in relying in good faith upon other
records of the Company.
Section 7. Compensation of Directors.
Directors, as such, may receive, pursuant to resolution of
the Board of Directors, fixed fees and other compensation
for their services as directors, including, without
limitation, services as members of committees of the
directors; provided, however, that nothing herein contained
shall be construed to preclude any director from serving the
Company in any other capacity and receiving compensation
therefor.
ARTICLE IV
COMMITTEES
Section 1. Committees of the Board of Directors.
There are hereby established as committees of the Board of
Directors a Finance Committee, an Audit Committee, a
Compensation and Option Committee, and an Organization
Review and Nominating Committee, each of which shall have
the powers and functions set forth in Sections 2, 3, 4, and
5 hereof, respectively, and such additional powers as may be
delegated to it by the Board of Directors. The Board of
Directors may from time to time establish additional
standing committees or special committees of the Board of
Directors, each of which shall have such powers and
functions as may be delegated to it by the Board of
Directors. The Board of Directors may abolish any committee
established by or pursuant to this Section 1 as it may deem
advisable. Each such committee shall consist of two or
more directors, the exact number being determined from time
to time by the Board of Directors; provided, however, that
membership on the Audit Committee and on the Compensation
and Option Committee shall be limited to directors who are
not officers or employees of the Company. Designations of
the Chairman and members of each such committee, and, if
desired, a Vice Chairman and alternates for members, shall
be made by the Board of Directors. Each such committee
shall have a secretary who shall be designated by its
chairman. A vice chairman of a committee shall act as the
chairman of the committee in the absence or disability of
the chairman.
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Section 2. Finance Committee.
The Finance Committee shall include the Chairman of the
Board of Directors together with such other directors as the
Board of Directors shall designate.
The Committee during intervals between meetings of the
Board of Directors shall have, and may exercise in such
manner as it shall deem to be in the best interests of the
Company, all the powers of the Board of Directors (except
with respect to matters within the powers of the Audit
Committee or the Compensation and Option Committee)
concerning the determination of financial policies of the
Company and the management of its financial affairs, not
inconsistent, however, with law or with such specific
directions as to the conduct of affairs as shall have been
given by the Board of Directors. The Committee also shall
perform such other functions and exercise such other powers
as may be delegated to it from time to time by the Board of
Directors. The Committee may redelegate from time to time
and to the full extent permitted by law, in writing, to any
officer or employee of the Company any of such powers.
During intervals between meetings of the Committee, the
Chairman, and, if any, the Vice Chairman, of the Committee
shall have and may exercise such of the powers of the
Committee as from time to time shall be conferred upon them
by resolution of the Board of Directors or of the Finance
Committee.
All actions by the Committee shall be reported to the Board
of Directors and shall be subject to revision by the Board
of Directors, provided no acts or rights of third parties
shall be affected thereby.
Section 3. Audit Committee.
The Audit Committee shall select and engage, on behalf of
the Company, independent public accountants to (1) audit the
books of account and other corporate records of the Company
and (2) perform such other duties as the Committee may from
time to time prescribe. The Committee shall transmit
financial statements certified by such independent public
accountants to the Board of Directors after the close of
each fiscal year. The selection of independent public
accountants for each fiscal year shall be made in advance of
the annual meeting of stockholders in such fiscal year and
shall be submitted for ratification or rejection at such
meeting. The Committee shall confer with such accountants
and review and approve the scope of the audit of the books
of account and other corporate records of the Company. The
Committee shall have the power to confer with and direct the
officers of the Company to the extent necessary to review
the internal controls, accounting practices, financial
structure and financial reporting of the Company. From time
to time the Committee shall report to and advise the Board
of Directors concerning the results of its consultation and
review and such other matters relating to the internal
controls, accounting practices, financial structure and
financial reporting of the Company as the Committee believes
merit review by the Board of Directors. The Committee also
shall perform such other functions and exercise such other
powers as may be delegated to it from time to time by the
Board of Directors.
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Section 4. Compensation and Option Committee.
The Compensation and Option Committee shall fix from time
to time the salaries of members of the Board of Directors
who are officers or employees of the Company and of all
Executive Vice Presidents, Group Vice Presidents and Vice
Presidents of the Company. It also shall perform such
functions as may be delegated to it under the provisions of
any bonus, supplemental compensation, special compensation
or stock option plan of the Company.
Section 5. Organization Review and Nominating Committee.
The Organization Review and Nominating Committee from time
to time shall consider and make recommendations to the Board
of Directors, to the Chairman of the Board of Directors and
to the Chief Operating Officer with respect to the
management organization of the Company, the nominations or
elections of directors and officers of the Company and the
appointments of such other employees of the Company as shall
be referred to the Committee.
The Committee from time to time shall consider the size and
composition of the Board of Directors and make
recommendations to the Board of Directors with respect to
such matters. Prior to the annual meeting of stockholders
each year, and prior to any special meeting of stockholders
at which a director is to be elected, the Committee shall
recommend to the Board of Directors persons proposed to
constitute the nominees whose election at such meeting will
be recommended by the Board of Directors.
The authority vested in the Committee by this section shall
not derogate from the power of individual members of the
Board of Directors to recommend or place in nomination
persons other than those recommended by the Committee.
The Committee also shall perform such other functions and
exercise such other powers as may be delegated to it from
time to time by the Board of Directors.
Section 6. Other Committees.
The Board of Directors, or any committee, officer or
employee of the Company may establish additional standing
committees or special committees to serve in an advisory
capacity or in such other capacities as may be permitted by
law, by the Certificate of Incorporation and by the By-Laws.
The members of any such committee need not be members of the
Board of Directors. Any committee established pursuant to
this Section 6 may be abolished by the person or body by
whom it was established as he, she or it may deem advisable.
Each such committee shall consist of two or more members,
the exact number being determined from time to time by such
person or body. Designations of members of each such
committee and, if desired, alternates for members, shall be
made by such person or body, at whose will all such members
and alternates shall serve. The chairman of each such
committee shall be designated by such person or body. Each
such committee shall have a secretary who shall be
designated by the chairman.
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Section 7. Rules and Procedures.
Each committee may fix its own rules and procedures and
shall meet at such times and places as may be provided by
such rules, by resolution of the committee, or by call of
the chairman or vice chairman. Notice of meeting of each
committee, other than of regular meetings provided for by
its rules or resolutions, shall be given to committee
members. The presence of one-third of its members, but not
less than two, shall constitute a quorum of any committee,
and all questions shall be decided by a majority vote of the
members present at the meeting. All action taken at each
committee meeting shall be recorded in minutes of the
meeting.
Section 8. Application of Article.
Whenever any provision of any other document relating to
any committee of the Company named therein shall be in
conflict with any provision of this Article IV, the
provisions of this Article IV shall govern, except that if
such other document shall have been approved by the
stockholders, voting as provided in the Certificate of
Incorporation, or by the Board of Directors, the provisions
of such other document shall govern.
ARTICLE V
OFFICERS
Section 1. Officers.
The Officers of the Company shall include a Chairman of the
Board of Directors and may include one or more Vice Chairmen
of the Board of Directors and a President, each of whom
shall be chosen from among the directors, and one or more
Executive Vice Presidents, one or more Group Vice
Presidents, one or more Vice Presidents, a Treasurer, a
Controller and a Secretary, each of whom shall be elected by
the Board of Directors to hold office until his or her
successor shall have been chosen and shall have qualified.
The Board of Directors may elect or appoint one or more
Assistant Treasurers, one or more Assistant Secretaries, and
such other officers as it may deem necessary, or desirable,
each of whom shall have such authority, shall perform such
duties and shall hold office for such term as may be
prescribed by the Board of Directors from time to time. Any
person may hold at one time more than one office.
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Section 2. Office of the Chief Executive.
The Chairman of the Board of Directors and such other
members as the Chief Executive Officer shall designate shall
constitute the Office of the Chief Executive. Subject to
the provisions of these By-Laws and to the direction of the
Board of Directors and the Chief Executive Officer, the
members of this Office shall share in the responsibilities
for the general management and control of the affairs and
business of the Company.
Section 3. Chairman of the Board of Directors.
The Chairman of the Board of Directors shall be the Chief
Executive Officer of the Company. He or she shall be a
member of the Office of the Chief Executive and, a subject
to the provisions of these By-Laws and to the direction of
the Board of Directors, shall have ultimate authority for
decisions relating to the general management and control of
the affairs and business of the Company and shall perform
all other duties and exercise all other powers commonly
incident to the position of Chief Executive Officer or which
are or from time to time may be delegated to him or her by
the Board of Directors, or which are or may at any time be
authorized or required by law. He or she shall preside at
all meetings of the Board of Directors. He or she may
redelegate from time to time and to the full extent
permitted by law, in writing, to officers or employees of
the Company any or all of such duties and powers, and any
such redelegation may be either general or specific.
Whenever he or she so shall delegate any of his or her
authority, he or she shall file a copy of the redelegation
with the Secretary of the Company.
Section 4. Vice Chairmen of the Board of Directors.
Subject to the provisions of these By-Laws and to the
direction of the Board of Directors and of the Chief
Executive Officer, the Vice Chairmen shall have such powers
and shall perform such duties as from time to time may be
delegated to them by the Board of Directors or by the Chief
Executive Officer, or which are or may at any time be
authorized or required by law.
Section 5. President.
Subject to the provisions of these By-Laws and to the
direction of the Board of Directors and of the Chief
Executive Officer, the President shall have such powers and
shall perform such duties as from time to time may be
delegated to him or her by the Board of Directors or by the
Chief Executive Officer, or which are or may at any time be
authorized or required by law.
Section 6. Chief Operating Officer.
The Chief Operating Officer shall be selected from among
the Vice Chairmen and the President by the Board of
Directors. Subject to the provisions of these By-Laws and
to the direction of the Board of Directors and of the Chief
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Executive Officer, he or she shall have such powers and
shall perform such duties as from time to time may be
delegated to him or her by the Board of Directors or by the
Chief Executive Officer, or which are or may at any time be
authorized or required by law. In the absence or disability
of the Chairman of the Board of Directors, or in the event
of, and during the period of, a vacancy in such office, the
Chief Operating Officer also shall be the Chief Executive
Officer.
Section 7. Executive Vice Presidents, Group Vice Presidents
and Vice Presidents.
Each of the Executive Vice Presidents, each of the Group
Vice Presidents and each of the other Vice Presidents shall
have such powers and shall perform such duties as may be
delegated to him or her by the Board of Directors, by the
Chairman of the Board of Directors or by the Chief Operating
Officer.
In addition, the Board of Directors shall designate one of
the Executive Vice Presidents, Group Vice Presidents, or
Vice Presidents as the Chief Financial Officer, who, among
his or her other powers and duties, shall provide and
maintain, subject to the direction of the Board of Directors
and the Finance Committee, financial and accounting controls
over the business and affairs of the Company. Such office
shall maintain, among others, adequate records of the
assets, liabilities and financial transactions of the
Company, and shall direct the preparation of financial
statements, reports and analyses. The Chief Financial
Officer shall perform such other duties and exercise such
other powers as are incident to such functions, subject to
the control of the Board of Directors.
Section 8. Treasurer and Assistant Treasurer.
The Treasurer, subject to the direction of the Board of
Directors, shall have the care and custody of all funds and
securities which may come into his or her hands. When
necessary or proper he or she shall endorse on behalf of the
Company, for collection, checks, notes and other
obligations, and shall deposit all funds of the Company in
such banks or other depositaries as may be designated by the
Board of Directors or by such officers or employees as may
be authorized by the Board of Directors so to designate. He
or she shall perform all acts incident to the office of
Treasurer, subject to the control of the Board of Directors.
He or she may be required to give a bond for the faithful
discharge of his or her duties, in such sum and upon such
conditions as the Board of Directors may require.
At the request of the Treasurer, any Assistant Treasurer,
in the case of the absence or inability to act of the
Treasurer, temporarily may act in his or her place. In the
case of the death of the Treasurer, or in the case of his or
her absence or inability to act without having designated an
Assistant Treasurer to act temporarily in his or her place,
the Assistant Treasurer so to perform the duties of the
Treasurer shall be designated by the Chairman of the Board
of Directors, the Chief Operating Officer or an Executive
Vice President.
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Section 9. Secretary and Assistant Secretary.
The Secretary shall keep the minutes of the meetings of the
stockholders and of the Board of Directors, and, when
required, the minutes of meetings of the committees, and
shall be responsible for the custody of all such minutes.
Subject to the direction of the Board of Directors, the
Secretary shall have custody of the stock ledgers and
documents of the Company. He or she shall have custody of
the corporate seal and shall affix and attest such seal to
any instrument whose execution under seal shall have been
duly authorized. He or she shall give notice of meetings
and, subject to the direction of the Board of Directors,
shall perform all other duties and enjoy all other powers
commonly incident to his or her office.
At the request of the Secretary, any Assistant Secretary,
in the case of the absence or inability to act of the
Secretary, temporarily may act in his or her place. In the
case of the death of the Secretary, or in the case of his or
her absence or inability to act without having designated an
Assistant Secretary to act temporarily in his or her place,
the Assistant Secretary or other person so to perform the
duties of the Secretary shall be designated by the Chairman
of the Board of Directors, the Chief Operating Officer or an
Executive Vice President.
Section 10. General Counsel.
The Company may have a General Counsel who shall be
appointed by the Board of Directors and who shall have
general supervision of all matters of a legal nature
concerning the Company.
Section 11. Controller.
The Controller shall have such powers and shall perform
such duties as may be delegated to him or her by the Board
of Directors, the Chairman of the Board of Directors, the
Chief Operating Officer or the appropriate Executive Vice
President, Group Vice President or Vice President.
Section 12. Salaries.
Salaries of officers, agents or employees shall be fixed
from time to time by the Board of Directors or by such
committee or committees, or person or persons, if any, to
whom such power shall have been delegated by the Board of
Directors. An employment contract, whether with an officer,
agent or employee, if expressly approved or specifically
authorized by the Board of Directors, may fix a term of
employment thereunder; and such contract, if so approved or
authorized, shall be valid and binding upon the Company in
accordance with the terms thereof, provided that this
provision shall not limit or restrict in any way the right
of the Company at any time to remove from office, discharge
or terminate the employment of any such officer, agent or
employee prior to the expiration of the term of employment
under any such contract, except that the Company shall not
thereby be relieved of any continuing liability for salary
or other compensation provided for in such contract.
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ARTICLE VI
RESIGNATIONS, REMOVALS AND VACANCIES
Section 1. Resignations.
Any director, officer or agent of the Company, or any
member of any committee, may resign at any time by giving
written notice to the Board of Directors, to the Chairman of
the Board of Directors, to a Vice Chairman of the Board of
Directors, to the President or to the Secretary of the
Company. Any such resignation shall take effect at the time
specified therein, or if the time be not specified therein,
then upon receipt thereof. The acceptance of such
resignation shall not be necessary to make it effective.
Section 2. Removals.
At any meeting thereof called for the purpose, the holders
of Common Stock and the holders of Class B Stock voting as
provided in subsection 1.6 of Article FOURTH of the
Certificate of Incorporation, as amended, may remove from
office or terminate the employment of any director, officer
or agent with or without cause; and the Board of Directors,
by vote of not less than a majority of the entire Board at
any meeting thereof called for the purpose, may, at any
time, remove from office or terminate the employment of any
officer, agent or member of any committee.
Section 3. Vacancies.
Subject to the last sentence of Section 1 of Article III,
any vacancy in the office of any director, officer or agent
through death, resignation, removal, disqualification,
increase in the number of directors or other cause may be
filled by the Board of Directors (in the case of vacancies
in the Board, by the affirmative vote of a majority of the
directors then in office, even though less than a quorum
remains) and the person so elected shall hold office until
his or her successor shall have been elected and shall have
qualified.
ARTICLE VII
CAPITAL STOCK-DIVIDENDS-SEAL
Section 1. Certificates of Shares.
The certificates for shares of the capital stock of the
Company shall be in such form, not inconsistent with the
Certificate of Incorporation, as amended, as shall be
approved by the Board of Directors. The certificates shall
be signed by the Chairman of the Board of Directors, a Vice
Chairman of the Board of Directors, the President, an
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Executive Vice President, a Group Vice President or a Vice
President, and also by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary. Any
and all signatures may be facsimiles.
All certificates shall bear the name of the person owning
the shares represented thereby, shall state the number of
shares represented by such certificate and the date of
issue; and such information shall be entered in the
Company's original stock ledger.
Section 2. Addresses of Stockholders.
It shall be the duty of every stockholder to notify the
Company of his or her post office address and of any change
therein. The latest address furnished by each stockholder
shall be entered on the original stock ledger of the Company
and the latest address appearing on such original stock
ledger shall be deemed conclusively to be the post office
address and the last-known post office address of such
stockholder. If any stockholder shall fail to notify the
Company of his or her post office address, it shall be
sufficient to send corporate notices to such stockholder at
the address, if any, understood by the Secretary to be his
or her post office address, or in the absence of such
address, to such stockholder, at the General Post Office in
the City of Wilmington, State of Delaware.
Section 3. Lost, Destroyed or Stolen Certificate.
Any person claiming a stock certificate in lieu of one
lost, destroyed or stolen, shall give the Company an
affidavit as to his, her or its ownership of the certificate
and of the facts which go to prove that it has been lost,
destroyed or stolen. If required by the Board of Directors,
he, she or it also shall give the Company a bond, in such
form as may be approved by the Board of Directors,
sufficient to indemnify the Company against any claim that
may be made against it on account of the alleged loss of the
certificate or the issuance of a new certificate.
Section 4. Fixing a Record Date.
The Board of Directors may fix in advance a date not
exceeding (i) sixty (60) days preceding the date of any
meeting of stockholders, or the date for payment of any
dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of stock
shall go into effect (other than conversions or exchanges
pursuant to Sections 2, 3 or 4 of Article FOURTH of the
Certificate of Incorporation, as amended), as a record date
for the determination of the stockholders entitled to notice
of and to vote at any such meeting and any adjournment
thereof, or entitled to payment of any such dividend or to
any such allotment of rights or to exercise the rights in
respect of any such change, or conversion or exchange of
stock (other than conversions or exchanges pursuant to
Sections 2, 3 or 4 of Article FOURTH of the Certificate of
Incorporation, as amended), or (ii), ten (10) days after
adoption of the resolution fixing such date, as a record
date for the determination of the stockholders entitled to
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consent in writing to corporate action; and in any such
case, such stockholders and only such stockholders, as shall
be stockholders of record on the date so fixed, shall be
entitled, subject to the provisions of Article FOURTH of the
Certificate of Incorporation, as amended, to such notice of
and to vote at such meeting and any adjournment thereof or
to receive payment of such dividend or to receive such
allotment of rights or to exercise such rights or to give
such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the Company after such
record date.
Section 5. Regulations.
The Board of Directors shall have power and authority to
make all such rules and regulations not inconsistent with
any of the provisions of Sections 2, 3, 4 or 5 of Article
FOURTH of the Certificate of Incorporation, as amended, as
it may deem expedient, concerning the issue, transfer and
registration of certificates for shares of the stock of the
Company.
Section 6. Corporate Seal.
The corporate seal shall have inscribed thereon the name of
the Company, the year of its organization, and the words
"Corporate Seal" and "Delaware." If and when so authorized
by the Board of Directors, a duplicate of the seal may be
kept and used by the Secretary or Treasurer or by any
Assistant Secretary or Assistant Treasurer.
ARTICLE VIII
EXECUTION OF CONTRACTS AND OTHER DOCUMENTS
Section 1. Contracts, etc.
Except as otherwise prescribed in these By-Laws, such
officers, employees or agents of the Company as shall be
specified by the Board of Directors shall sign, in the name
and on behalf of the Company, all deeds, bonds, contracts,
mortgages and other instruments or documents, the execution
of which shall be authorized by the Board of Directors; and
such authority may be general or confined to specific
instances. Except as so authorized by the Board of
Directors, no officer, agent or employee of the Company
shall have power or authority to bind the Company by any
contract or engagement or to pledge, mortgage, sell or
otherwise dispose of its credit or any of its property or to
render it pecuniarily liable for any purpose or in any
amount.
Section 2. Checks, Drafts, etc.
Except as otherwise provided in these By-Laws, all checks,
drafts, notes, bonds, bills of exchange or other orders,
instruments or obligations for the payment of money shall be
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signed by such officer or officers, employee or employees,
or agent or agents, as the Board of Directors shall by
resolution direct. The Board of Directors may, in its
discretion, also provide by resolution for the
countersignature or registration of any or all such orders,
instruments or obligations for the payment of money.
ARTICLE IX
FISCAL YEAR
The fiscal year of the Company shall begin the first day of
January in each year.
ARTICLE X
MISCELLANEOUS
Section 1. Original Stock Ledger.
As used in these By-Laws and in the Certificate of
Incorporation, as amended, the words "original stock ledger"
shall mean the record maintained by the Secretary of the
Company of the name and address of each of the holders of
shares of any class of stock of the Company, and the number
of shares and the numbers of the certificates for such
shares held by each of them, taking into account transfers
at the time made by and recorded on the transfer sheets of
each of the Transfer Agents of the Company although such
transfers may not then have been posted in the record
maintained by the Secretary.
Section 2. Notices and Waivers Thereof.
Whenever any notice whatever is required by these By-Laws
or by the Certificate of Incorporation, as amended, or by
any of the laws of the State of Delaware to be given to any
stockholder, director or officer, such notice, except as
otherwise provided by the laws of the State of Delaware, may
be given personally or by telephone or be given by
cablegram, facsimile transmission, mailgram, radiogram,
telegram or other form of recorded communication, addressed
to such stockholder at the address set forth as provided in
Section 2 of Article VII, or to such director or officer at
his or her Company location, if any, or at such address as
appears on the books of the Company, or the notice may be
given in writing by depositing the same in a post office, or
in a regularly maintained letter box, in a postpaid, sealed
wrapper addressed to such stockholder at the address set
forth in Section 2 of Article VII, or to such director or
officer at his or her Company location, if any, or such
address as appears on the books of the Company.
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Any notice given by cablegram, mailgram, radiogram or
telegram shall be deemed to have been given when it shall
have been delivered for transmission. Any notice given by
facsimile transmission or other form of recorded
communication shall be deemed to have been given when it
shall have been transmitted. Any notice given by mail shall
be deemed to have been given when it shall have been mailed.
A waiver of any such notice in writing, including by
cablegram, facsimile transmission, mailgram or telegram,
signed or dispatched by the person entitled to such notice
or by his or her duly authorized attorney, whether before or
after the time stated therein, shall be deemed equivalent to
the notice required to be given, and the presence at any
meeting of any person entitled to notice thereof shall be
deemed a waiver of such notice as to such person.
Section 3. Voting upon Stocks.
The Board of Directors (whose authorization in this
connection shall be necessary in all cases) may from time to
time appoint an attorney or attorneys or agent or agents of
the Company, or may at any time or from time to time
authorize the Chairman of the Board of Directors, any Vice
Chairman of the Board of Directors, the President, any
Executive Vice President, any Group Vice President, any Vice
President, the Treasurer or the Secretary to appoint an
attorney or attorneys or agent or agents of the Company, in
the name and on behalf of the Company, to cast the votes
which the Company may be entitled to cast as a stockholder
or otherwise in any other corporation or association, any of
the stock or securities of which may be held by the Company,
at meetings of the holders of the stock or other securities
of such other corporation or association, or to consent in
writing to any action by any such other corporation or
association, and the Board of Directors of any aforesaid
officer so authorized may instruct the person or persons so
appointed as to the manner of casting such votes or giving
such consent, and the Board of Directors or any aforesaid
officer so authorized may from time to time authorize the
execution and delivery, on behalf of the Company and under
its corporate seal, or otherwise, of such written proxies,
consents, waivers or other instruments as may be deemed
necessary or proper in the premises.
ARTICLE XI
AMENDMENTS
The Board of Directors shall have power to make, alter,
amend or repeal the By-Laws of the Company by vote of not
less than a majority of the entire Board at any meeting of
the Board. The holders of Common Stock and the holders of
Class B Stock voting as provided in subsection 1.6 of
Article FOURTH of the Certificate of Incorporation, as
amended, shall have power to make, alter, amend or repeal
the By-Laws at any regular or special meeting, if the
substance of such amendment be contained in the notice of
such meeting of stockholders.
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