By-Laws - Ford Motor Co.
Ford Motor Company
By-Laws
As Amended Through January 1, 1999
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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....................................................3
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...................................6
ARTICLE IV - Committees...................................................7
Section 1. Committees of the Board of Directors........................7
Section 2. Audit Committee.............................................7
Section 3. Compensation and Option Committee...........................8
Section 4. Environmental and Public Policy Committee...................8
Section 5. Finance Committee...........................................8
Section 6. Organization Review and Nominating Committee................9
Section 7. Other Committees............................................9
Section 8. Rules and Procedures........................................9
Section 9. Application of Article.....................................10
ARTICLE V - Officers....................................................10
Section 1. Officers...................................................10
Section 2. President and Chief Executive Officer......................10
Section 3. Chief Operating Officer....................................10
Section 4. Vice Chairmen of the Company, Executive Vice Presidents,
Group Vice Presidents and Vice Presidents............11
Section 5. Treasurer and Assistant Treasurer..........................11
Section 6. Secretary and Assistant Secretary..........................11
Section 7. General Counsel............................................12
Section 8. Controller.................................................12
Section 9. Salaries...................................................12
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ARTICLE VI - Resignations, Removals and Vacancies.......................12
Section 1. Resignations..............................................12
Section 2. Removals..................................................13
Section 3. Vacancies.................................................13
ARTICLE VII - Capital Stock - Dividends - Seal...........................13
Section 1. Certificates of Shares....................................13
Section 2. Addresses of Stockholders.................................13
Section 3. Lost, Destroyed or Stolen Certificate.....................14
Section 4. Fixing a Record Date......................................14
Section 5. Regulations...............................................14
Section 6. Corporate Seal............................................14
ARTICLE VIII - Execution of Contracts and Other Documents.................15
Section 1. Contracts, etc............................................15
Section 2. Checks, Drafts, etc.......................................15
ARTICLE IX - Fiscal Year................................................15
ARTICLE X - Miscellaneous..............................................15
Section 1. Original Stock Ledger.....................................15
Section 2. Notices and Waivers Thereof...............................16
Section 3. Voting upon Stocks........................................16
ARTICLE XI - Amendments.................................................17
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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
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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 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, 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 authorized by an instrument in writing or by a transmission permitted by
law filed in accordance with the procedures established for the meeting. 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.
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.
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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 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.
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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 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 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.
The Board of Directors shall elect one of its members to be Chairman of the
Board of Directors. The Chairman of the Board of Directors shall lead the Board
of Directors in fulfilling its responsibilities as set forth in these By-Laws,
including its responsibility to oversee the performance of the Company, and
shall determine the agenda and perform all other duties and exercise all other
powers which are or from time to time may be delegated to him or her by the
Board of Directors.
Meetings of the Board of Directors shall be presided over by the Chairman of
the Board of Directors, or in his or her absence, by the President, or in the
absence of the Chairman of the Board of Directors and the President by such
other person as the Board of Directors may designate or the members present may
select.
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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.
(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.
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(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.
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 Chairman of the Board of Directors,
or members of committees of the directors or as chairmen thereof; 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.
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ARTICLE IV
COMMITTEES
Section 1. Committees of the Board of Directors.
There are hereby established as committees of the Board of Directors an Audit
Committee, a Compensation and Option Committee, an Environmental and Public
Policy Committee, a Finance Committee, and an Organization Review and Nominating
Committee, each of which shall have the powers and functions set forth in
Sections 2, 3, 4, 5, and 6 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 one 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.
Section 2. 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 3. 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, the President, and of any and all Vice Chairmen of the Company,
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 4. Environmental and Public Policy Committee.
The Environmental and Public Policy Committee shall review all aspects of the
Company's policies and practices that relate to environmental and public policy
considerations facing the Company worldwide. From time to time the Committee
shall report and make recommendations to the Board of Directors concerning the
results of its review and such other matters relating to the foregoing matters
as the Committee believes merit consideration 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.
Section 5. 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, the Environmental
and Public Policy 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.
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Section 6. 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 President 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 7. 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 7 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.
Section 8. 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.
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Section 9. 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 may include a President, who shall be chosen from
among the directors, and one or more Vice Chairmen of the Company, 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.
Section 2. President and Chief Executive Officer.
Subject to the provisions of these By-Laws and to the direction of the Board
of Directors, the President shall be the Chief Executive Officer of the Company
and 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 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 3. Chief Operating Officer.
The Chief Operating Officer shall be selected 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 President, 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 President, or which are or may at any time be
authorized or required by law.
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Section 4. Vice Chairmen of the Company, Executive Vice Presidents, Group
Vice Presidents and Vice Presidents.
Each of the Vice Chairmen of the Company, 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 President or by the
Chief Operating Officer.
In addition, the Board of Directors shall designate one of the Vice Chairmen
of the Company, 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 5. 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 President, the Chief
Operating Officer, a Vice Chairman of the Company or an Executive Vice
President.
Section 6. 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.
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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 President, the Chief Operating Officer, a Vice
Chairman of the Company or an Executive Vice President.
Section 7. 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 8. 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 President, the Chief
Operating Officer or the appropriate Vice Chairman of the Company, Executive
Vice President, Group Vice President or Vice President.
Section 9. 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.
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 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.
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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, the President, a Vice Chairman of the
Company, an 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.
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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 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.
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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 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.
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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.
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, the President, any Vice
Chairman of the Company, 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 or 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.
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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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