By-Laws - Halliburton Co.
HALLIBURTON COMPANY
BY-LAWS
AS AMENDED
Offices
1. The registered office of the Corporation required by the Delaware
General Corporation Law to be maintained in the State of Delaware shall be in
the City of Wilmington, County of New Castle, State of Delaware, or at such
other office (which need not be a place of business or principal office of the
Corporation) as may be designated from time to time by the Board of Directors in
the manner provided by law, and the name of the agent in charge thereof shall be
The Corporation Trust Company. The Corporation shall also have offices in the
Cities of Dallas and Houston, State of Texas, and at such other places as the
Board of Directors may, from time to time, appoint.
Seal
2. The corporate seal shall have inscribed thereon around the margin
the words "Halliburton Company" and "Delaware" and across the center thereof the
words "Corporate Seal".
Stockholders' Meetings
3. All meetings of the stockholders for the election of Directors shall
be held in the City of Dallas, State of Texas, at such place as may be fixed
from time to time by the Board of Directors or at such other place either within
or without the State of Delaware as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting. Meetings of
stockholders for any other purpose may be held at such time and place within or
without the State of Delaware, as shall be stated in the notice of the meeting.
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4. Annual meetings of the stockholders shall be held on the third
Tuesday in the month of May each year if not a legal holiday, and if a legal
holiday, then on the next succeeding business day, at 9:00 a.m., or at such
other date and time as shall be designated, from time to time, by the Board of
Directors and stated in the notice of meeting, at which time they shall elect by
a plurality vote a Board of Directors, in the manner provided for in the
Certificate of Incorporation, and transact such other business as may be brought
before the meeting.
5. At an annual meeting of the stockholders, only such business shall
be conducted as shall have been properly brought before the meeting. To be
properly brought before an annual meeting, business must be (i) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board, (ii) otherwise properly brought before the meeting by or at the
direction of the Board, or (iii) otherwise properly brought before the meeting
by a stockholder. In addition to any other applicable requirements, for business
to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the Secretary.
To be timely, a stockholder's notice must be delivered to or mailed and received
at the principal executive offices of the Corporation, not less than ninety (90)
days prior to the first anniversary date of the immediately preceding annual
meeting of stockholders of the Corporation. A stockholder's notice to the
Secretary shall set forth as to each matter the stockholder proposes to bring
before the annual meeting, (a) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (b) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such business, (c) the class
and number of shares of the Corporation which are beneficially owned by the
stockholder, (d) a representation that the stockholder or a qualified
representative of the stockholder intends to appear in person at the meeting to
bring the proposed business before the annual meeting, and (e) any material
interest of the stockholder in such business.
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Notwithstanding anything in the By-laws to the contrary, no
business shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Section 5; provided, however, that nothing in this
Section 5 shall be deemed to preclude discussion by any stockholder of any
business properly brought before the annual meeting in accordance with said
procedure.
The Chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 5, and if
he should so determine, he shall so declare to the meeting and any such business
not properly brought before the meeting shall not be transacted.
Notwithstanding the foregoing provisions of this Section 5, a
stockholder shall also comply with all applicable requirements of the Securities
and Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder with respect to the matters set forth in this Section 5.
6. Only persons who are nominated in accordance with the following
procedures shall be eligible for election as Directors. Nominations of persons
for election to the Board of Directors of the Corporation may be made at a
meeting of stockholders (i) by or at the direction of the Board of Directors by
any nominating committee or person appointed by the Board or (ii) by any
stockholder of the Corporation entitled to vote for the election of Directors at
the meeting and who complies with the notice procedures set forth in this
Section 6. Such nominations, other than those made by or at the direction of the
Board, shall be made pursuant to timely notice in writing to the Secretary. To
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be timely, a stockholder's notice shall be delivered to or mailed and received
at the principal executive offices of the Corporation (a) with respect to an
election to be held at the annual meeting of stockholders, not less than ninety
(90) days prior to the first anniversary date of the immediately preceding
annual meeting of stockholders of the Corporation and (b) with respect to an
election to be held at a special meeting of stockholders, not later than the
close of business on the tenth (10th) day following the day on which notice of
the date of the special meeting was mailed to stockholders or public disclosure
of the date of the special meeting was made, whichever first occurs. Such
stockholder's notice to the Secretary shall set forth (x) as to each person whom
the stockholder proposes to nominate for election or re-election as a Director,
(i) the name, age, business address and residence address of the person, (ii)
the principal occupation or employment of the person, (iii) the class and number
of shares of capital stock of the Corporation which are beneficially owned by
the person, and (iv) all other information relating to the person that is
required to be disclosed in solicitations for proxies for election of Directors,
or is otherwise required, pursuant to Regulation 14A under the Securities
Exchange Act of 1934 as amended (including such person's written consent to
being named in the proxy statement as a nominee and to serve as a Director, if
elected; and (y) as to the stockholder giving the notice (i) the name and
address, as they appear on the Corporation's books, of such stockholder and (ii)
the class and number of shares of capital stock of the Corporation which are
beneficially owned by the stockholder. The Corporation may require any proposed
nominee to furnish such other information as may reasonably be required by the
Corporation to determine the eligibility of such proposed nominee to serve as
Director of the Corporation. Other than Directors chosen pursuant to the
provisions of Section 13, no person shall be eligible for election as a Director
of the Corporation unless nominated in accordance with the procedures set forth
herein.
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The Chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the foregoing procedure, and if he should so determine, he shall
so declare to the meeting and the defective nomination shall be disregarded.
Notwithstanding the foregoing provisions of this Section 6, a
stockholder shall also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder with
respect to the matters set forth in this Section 6.
7. The holders of a majority of the voting stock issued and
outstanding, present in person, or represented by proxy shall constitute a
quorum at all meetings of the stockholders for the transaction of business.
8. At each meeting, every stockholder shall be entitled to vote in
person or by proxy and shall have one (1) vote for each share of voting stock
registered in his name on the stock books except as provided in Section 13
hereof.
9. Written notices of the annual meeting shall be mailed not less than
ten (10) nor more than sixty (60) days before the date of the meeting to each
stockholder entitled to vote at such meeting directed to his address as it
appears on the records of the Corporation.
10. A complete list of the stockholders entitled to vote at each
meeting of the stockholders, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of
each stockholder shall be prepared and shall be open to the examination of any
stockholder, for any purpose germane to the meeting during ordinary business
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hours, for a period of at least ten (10) days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of meeting, or, if not so specified, at the place where
the meeting is to be held. The list shall also be produced and kept at the time
and place of the meeting during the whole time thereof, and may be inspected by
any stockholder who is present.
11. Special meetings of the stockholders may be called by the Chairman
of the Board, the Chief Executive Officer, the President (if a Director), the
Board of Directors, or by stockholders owning a majority in the amount of the
entire stock of the Corporation with voting privileges issued and outstanding.
12. Written notice of a special meeting of stockholders shall be mailed
not less than ten (10) nor more than fifty (50) days before the date of the
meeting to each stockholder entitled to vote at such meeting directed to his
address as it appears on the records of the Corporation.
13. Cumulative voting shall not be allowed. Each stockholder shall be
entitled, at all elections of Directors of the Corporation, to as many votes as
shall equal the number of shares of stock held and owned by him and entitled to
vote at such meeting under Article EIGHTH of the Certificate of Incorporation,
as amended, for as many Directors as there are to be elected, unless such right
to vote in such manner is limited or denied by other provisions of the
Certificate of Incorporation.
Vacancies caused by the death or resignation of any Director
and newly created directorships resulting from any increase in the authorized
number of Directors may be filled by a vote of at least a majority of the
Directors then in office, though less than a quorum, and the Directors so chosen
shall hold office until the next annual meeting of the stockholders.
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Directors
14. The property and business of the Corporation shall be managed by
its Board of Directors. The number of Directors which shall constitute the whole
Board shall not be less than eight (8) nor more than twenty (20). Within the
limits above specified, the number of Directors shall be determined by
resolution of the Board of Directors or by the stockholders at the annual
meeting. Each Director shall be elected to serve for the term of one (1) year
and until his successor shall be elected and shall qualify.
15. The Directors shall hold their meetings in Dallas, Texas, and at
such other places as they may designate, and may keep the books of the
Corporation outside of Delaware, in the City of Dallas, Texas, or at such other
places as they may, from time to time, determine.
16. In addition to the powers and authorities by these By-laws
expressly conferred upon them, the Board may exercise all such powers of the
Corporation and do all such lawful acts and things as are permitted by the
Certificate of Incorporation and not by statute required to be exercised or done
by the stockholders.
17. Each member of the Board shall be paid such fee as the Board of
Directors may, from time to time, by resolution determine.
Meetings of the Board
18. Immediately after each annual stockholders' meeting, the newly
elected Board shall meet and for the ensuing year elect such officers with such
titles and duties as may be necessary to enable the Corporation to sign
instruments and stock certificates which comply with Sections 103(a)(2) and 158
of Chapter 1, General Corporation Laws of the State of Delaware, and may elect
such other officers as may be specified in these By-laws or as may be determined
by the Board and shall attend to such other business as may come before the
Board.
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19. Regular meetings of the Board may be held without notice at
such time and place as shall be determined by the Board.
20. At all meetings of the Board, a majority of Directors shall be
necessary to constitute a quorum.
21. Special meetings of the Board may be called by the Chairman of the
Board, the Chief Executive Officer or the President (if a Director) upon one
(1) day's notice to each Director either personally or in the manner permitted
by Section 42 hereof. Special meetings shall be called by the Chairman of
the Board, the Chief Executive Officer, the President or Secretary in like
manner and on like notice on the written request of two (2) Directors.
Officers
22. The officers of the Corporation shall be a Chairman of the Board, a
Chief Executive Officer, a President, one or more Vice Presidents (any one or
more of whom may be designated Executive Vice President or Senior Vice
President), a Secretary, a Treasurer, a Controller, one or more Assistant
Secretaries, one or more Assistant Treasurers, and, if the Board of Directors so
elects, one or more Vice Chairmen. Such officers shall be elected or appointed
by the Board of Directors. All officers as between themselves and the
Corporation, shall have such authority and perform such duties in the management
of the Corporation as may be provided in these By-laws, or, to the extent not
provided, as may be prescribed by the Board of Directors or by the Chief
Executive Officer acting under authority delegated to him by the Board.
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23. The Chairman of the Board and the Chief Executive Officer shall
be members of the Board. The other officers need not be members of the Board.
Any two (2) or more offices may be held by the same person.
24. The Board may elect or appoint such other officers and agents as it
may deem necessary, who shall have such authority and shall perform such duties
as shall be prescribed by the Board.
25. The officers of the Corporation shall hold office for one (1) year
from date of their election and until their successors are chosen and qualify.
Any officer elected or appointed by the Board may be removed at any time by the
affirmative vote of a majority of the whole Board.
Officer Duties
Chairman of the Board
26. The Chairman of the Board shall preside at all meetings of the
Board of Directors and stockholders. The Chairman of the Board shall have
authority to call meetings of the stockholders and the Board of Directors and of
any standing or special committee appointed by or upon the authority of the
Board of Directors and shall have such other powers and duties as may, from time
to time, be prescribed by the Board of Directors.
Chief Executive Officer
27. In the absence or disability of the Chairman of the Board, the
Chief Executive Officer shall preside at meetings of the stockholders and the
Board of Directors. The Chief Executive Officer shall have authority to call
meetings of the stockholders and the Board of Directors and of any standing or
special committee appointed by or upon authority of the Board of Directors. The
Chief Executive Officer shall have the general management and direction of the
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business and affairs of the Corporation, subject to the control of the Board of
Directors. Such officer shall have the power to appoint and discharge any and
all agents and employees of the Corporation not elected or appointed directly by
the Board of Directors. The Chief Executive Officer shall sign all papers and
documents to which such officer's signature may be necessary or appropriate and
shall have such other powers and duties as usually devolve upon the chief
executive officer of a corporation, and such further powers and duties as may,
from time to time, be prescribed for him by the Board of Directors.
Vice Chairman
28. The Vice Chairman or, if there be more than one, the Vice Chairmen,
shall be subject to the direction and control of the Chief Executive Officer
and, in turn, the Board of Directors. The Vice Chairman or, if there be more
than one, the Vice Chairmen, shall assist the Chief Executive Officer in the
general management and direction of the business and affairs of the Corporation,
shall sign such papers and documents as may be necessary or appropriate in
connection with the operations of the Corporation, make reports to the Board of
Directors and have such further powers and duties as may, from time to time, be
prescribed by the Board of Directors or the Chief Executive Officer. A Vice
Chairman need not be a Director.
President
29. The President shall be the Chief Operating Officer of the
Corporation and shall have general management of the operations of the
Corporation, subject to the direction and control of the Chief Executive
Officer, and, in turn, the Board of Directors. The President shall sign all
papers and documents to which such officer's signature may be necessary or
appropriate in connection with the operations of the Corporation, make reports
to the Board of Directors and have such further powers and duties as may, from
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time to time, be prescribed by the Board of Directors or the Chief Executive
Officer. In the absence or disability of the Chief Executive Officer, the powers
and duties of the Chief Executive Officer shall be vested in the President;
provided, however, that the President shall not have authority to call meetings
of the stockholders, the Board of Directors or the committees appointed by the
Board, or to preside at meetings of the stockholders or the Board of Directors,
unless he is also a Director.
The Vice Presidents
30. The Vice President or, if there be more than one, the Vice
Presidents shall assist in the management of the business of the Corporation and
the implementation of resolutions and orders of the Board of Directors. If there
be more than one Vice President, the Board of Directors may designate one or
more of them as Executive Vice President or Senior Vice President among the Vice
Presidents and may also grant to such officers and other Vice Presidents such
titles as shall be descriptive of their respective functions or indicative of
their relative seniority. The Vice President or, if there be more than one, the
Vice Presidents, shall have such other powers and duties as may, from time to
time, be prescribed by the Board of Directors or the Chief Executive Officer.
The Secretary and Assistant Secretary
31. The Secretary shall attend all sessions of the Board of Directors
and all meetings of the stockholders and record all votes and the minutes of all
proceedings in a book to be kept for that purpose. The Secretary shall have
custody of the corporate seal and the Secretary, or an assistant secretary,
shall have authority to affix the same to any instrument requiring it and, when
so affixed, it may be attested by the Secretary's signature or by the signature
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of such assistant secretary. The Secretary shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the Board of
Directors, and shall have such other duties as may, from time to time, be
assigned by the Board of Directors or the Chief Executive Officer.
The Assistant Secretary or, if there be more than one, the Assistant
Secretaries in the order of their election shall, in the absence of the
Secretary or in the event of the Secretary's inability or refusal to act,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Directors or the
Chief Executive Officer may from time to time prescribe.
The Treasurer and Assistant Treasurer
32. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements. The Treasurer shall distribute the funds of the Corporation as
may be ordered by the Board of Directors and shall render to the Chief Executive
Officer and Board of Directors, whenever they may require it, an account of all
such transactions and of the financial condition of the Corporation. The
Treasurer shall give the Corporation a bond, if required by the Board of
Directors, in a sum and with sureties satisfactory to the Board of Directors.
The Treasurer shall have such other duties as may, from time to time, be
assigned by the Board of Directors or the Chief Executive Officer.
The Assistant Treasurer or, if there shall be more than one,
the Assistant Treasurers in the order of their election shall, in the absence of
the Treasurer or in the event of the Treasurer's inability or refusal to act,
perform the duties and exercise the powers of the Treasurer and shall perform
such duties and have such other powers as the Board of Directors or the Chief
Executive Officer may from time to time prescribe.
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The Controller
33. The Controller shall be the chief accounting officer of the
Corporation; shall keep full and accurate accounts of all assets, liabilities,
commitments, receipts, disbursements and other financial transactions of the
Corporation and its subsidiaries in books belonging to the Corporation; shall
cause regular audits of such books and records to be made and shall furnish
financial statements and reports as, from time to time, may be required by the
Board of Directors or the Chief Executive Officer; and shall have such other
duties as may, from time to time, be assigned by the Board of Directors or the
Chief Executive Officer.
Vacancies
34. If any office of the Corporation is vacant for any reason, the
Board of Directors may choose a successor, who shall hold office for the
unexpired term, or the powers or duties of any such office may be delegated as
the Board may determine.
Duties of Officers May Be Delegated
35. In case of the absence, inability or refusal to act of any officer,
the Board may delegate the powers or duties of such officer to any other
officer, for the time being.
Capital Stock
36. (a) Shares. The shares of the Corporation shall be represented by
certificates or shall be uncertificated. Each registered holder of shares, upon
request to the Corporation, shall be provided with a certificate of stock,
representing the number of shares owned by such holder. Absent a specific
request for such a certificate by the registered owner or transferee thereof,
all shares shall be uncertificated upon the original issuance thereof by the
Corporation or upon the surrender of the certificate representing such shares to
the Corporation.
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The Board of Directors shall have power and authority to make
such rules and regulations as it may deem expedient concerning the issue,
transfer and registration of uncertificated shares or certificates for shares of
stock of the Corporation.
(b) Certificates For Shares of Stock. The certificates for
shares of stock of the Corporation shall be in such form, not inconsistent with
the Certificate of Incorporation, as shall be approved by the Board of
Directors. All certificates shall be signed by the Chairman of the Board, the
President or any Vice President, and by the Secretary or an Assistant Secretary
of the Corporation and countersigned by an independent transfer agent and
registered by an independent registrar. Any or all of the signatures may be
facsimiles unless the regulations of the New York Stock Exchange then in effect
shall require to the contrary.
In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
cease to be such officer, transfer agent or registrar before such certificate is
issued, it may nevertheless be issued and delivered by the Corporation with the
same effect as if he were such officer, transfer agent or registrar at the date
of issue.
All certificates for shares of stock shall be consecutively
numbered as the same are issued. The name of the person owning the shares
represented thereby with the number of such shares and the date of issue thereof
shall be entered on the books of the Corporation.
(c) Statements Relating to Uncertificated Shares. Within two
business days after uncertificated shares have been registered, the Corporation
or its transfer agent shall send to the registered owner thereof a written
statement containing a description of the issue of which such shares are a part,
the number of shares registered, the date of registration and such other
information as may be required or appropriate.
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Transfer of Shares
37. Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, the Corporation
shall issue or cause to be issued uncertificated shares or, if requested by the
appropriate person, a new certificate to the person entitled thereto, cancel the
old certificate and record the transaction upon its books. Upon receipt of
proper transfer instructions from the registered owner of uncertificated shares,
such uncertificated shares shall be canceled and issuance of new equivalent
uncertificated shares shall be made to the person entitled thereto and the
transaction shall be recorded upon the books of the Corporation.
Record Dates
38. In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board may fix, in advance, a record date, which shall
not be more than sixty (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board may fix a new record date for the adjourned meeting.
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Checks and Debt Instruments
39. All checks, unless otherwise directed by the Board, shall be signed
by the Treasurer or Assistant Treasurer and countersigned by the Chief Executive
Officer, President, any Vice President or the Controller. The Treasurer or
Assistant Treasurer, Chief Executive Officer, President, any Vice President, the
Controller, or any one of them, may appoint such officers or employees of the
Corporation as the one or ones so making the appointment shall deem advisable to
audit and approve Corporation vouchers and checks and to sign such checks with
an approved mechanical check-signer. Any officer or employee so designated to
audit, approve or sign checks shall execute a bond to the Corporation in such
amount as the Directors, from time to time, may designate, and with sureties
satisfactory to the Directors. All notes, debentures and bonds, unless otherwise
directed by the Board, or unless otherwise required by law, shall be signed by
the Treasurer or Assistant Treasurer and countersigned by the Chief Executive
Officer, President or any Vice President.
Dividends
40. Dividends upon the capital stock, when earned, may be declared
by the Board at any regular or special meeting.
41. Before payment of any dividend, there shall be set aside out of the
surplus or net profits of the Corporation such sum or sums as the Directors,
from time to time, think proper as a reserve fund to meet contingencies, or for
such other purposes as the Directors shall think conducive to the interest of
the Corporation.
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Notice
42. Whenever, under the provisions of these By-laws, notice is required
to be given it shall not be construed to mean personal notice, but such notice
may be given in writing by mail, addressed to such stockholder, officer or
Director, at such address as appears on the records of the Corporation, with
postage thereon prepaid, and such notice shall be deemed to be given at the time
when the same shall be deposited in the United States mail. Notice may also be
given by prepaid telegram, telex or facsimile transmission, which notice shall
be deemed to have been given when sent or transmitted.
43. Any stockholder, Director or officer may waive any notice required
to be given under these By-laws.
Amendment or Repeal of By-laws
44. These By-laws may be altered or repealed at any regular meeting of
the stockholders, or at any special meeting of the stockholders at which a
quorum is present or represented, provided notice of the proposed alteration or
repeal be contained in the notice of such special meeting, by the affirmative
vote of the majority of the stockholders entitled to vote at such meeting and
present or represented thereat, or by the affirmative vote of the majority of
the Board of Directors at any regular meeting of the Board, or at any special
meeting of the Board, if notice of the proposed alteration or repeal be
contained in the notice of such special meeting; provided, however, that no
change in these By-laws setting the time or place of the meeting for the
election of Directors shall be made within sixty (60) days next before the day
on which such meeting is to be held, and that in case of any change in such time
or place, notice thereof shall be given to each stockholder in person or by
letter mailed to his last known post office address at least twenty (20) days
before the meeting is held.
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Provisions for National Emergencies
45. During periods of emergency resulting from an attack on the United
States or on a locality in which the Corporation conducts its business or
customarily holds meetings of its Board of Directors or its stockholders, or
during any nuclear or atomic disaster, or during the existence of any
catastrophe, or other similar emergency condition, the following provisions
shall apply notwithstanding any different provisions elsewhere contained in
these By-laws:
(a) Whenever, during such emergency and as a result thereof, a
quorum of the Board of Directors or a standing committee thereof cannot readily
be convened for action, a meeting of such Board or committee thereof may be
called by any officer or Director by a notice of the time and place given only
to such of the Directors as it may be feasible to reach at the time and by such
means as may be feasible at the time, including publications or radio. The
Director or Directors in attendance at the meeting shall constitute a quorum;
provided, however, that the officers or other persons present who have been
designated on a list approved by the Board before the emergency, all in such
order of priority and subject to such conditions and for such period of time as
may be provided in the resolution approving such list, or in the absence of such
a resolution, the officers of the Corporation who are present, in order of rank,
and within the same rank in order of seniority, shall to the extent required to
provide a quorum be deemed Directors for such meeting.
(b) The Board, either before or during any such emergency, may
provide, and from time to time modify, lines of succession in the event that
during such emergency any or all officers or agents of the Corporation shall for
any reason be rendered incapable of discharging their duties.
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(c) The Board either before or during any such emergency, may,
effective in the emergency, change the head office or designate several
alternative head offices or regional offices, or authorize the officers so to
do.
(d) No officer, Director or employee acting in accordance with
this article shall be liable except for willful misconduct.
(e) To the extent not inconsistent with this article, all
other articles of these By-laws shall remain in effect during any emergency
described in this article and upon its termination the provisions of this
article covering the duration of such emergency shall cease to be operative.
Divisions and Divisional Officers
Groups and Group Officers
46. (a) Divisions of the Corporation may be formed, and existing
divisions dissolved, by resolution of the Board of Directors of the Corporation
or through designation in writing by the Chief Executive Officer.
The Chief Executive Officer, or his delegate, shall supervise
the management and operations of its divisions and shall have the authority to
appoint the officers thereof and the power to remove them and to fill any
vacancies.
To the extent not inconsistent with these By-laws or a
resolution of the Board of Directors of the Corporation, the officers of each
division shall perform such duties and have such authority with respect to the
business and affairs of that division as may be granted, from time to time, by
the Chief Executive Officer, or his delegate. With respect to the affairs of
such division and in the regular course of business of such division, officers
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of each division may sign contracts and other documents in the name of the
division, where so authorized; provided, however, subject to the provisions of
the next succeeding sentence of this paragraph, that an officer of one division
shall not have authority to bind any other division of the Corporation, nor to
bind the Corporation, except as to the normal and usual business and affairs of
the division of which he is an officer. Notwithstanding the provisions of the
preceding sentence, if a division of the Corporation is formed to provide shared
services for the Corporation and/or its operating units, officers, to the extent
that and with respect to matters to which they have been delegated such
authority in writing by the Chief Executive Officer or his delegate, may execute
contracts in the name of and bind the Corporation or any of its divisions;
provided, however, that no officer of a division formed to perform shared
services shall contract in the name of or otherwise bind a subsidiary or other
legal entity in which the Corporation owns an interest with respect to shared
services matters unless such officer of such division taking such action (i) is
an officer of such subsidiary or such other legal entity and is duly authorized
to take such action in the name of and on behalf of such subsidiary or other
legal entity or (ii) takes such action on behalf of such subsidiary or other
legal entity pursuant to the grant of a duly authorized power of attorney. A
divisional officer, unless specifically elected to one of the designated offices
of the Corporation, shall not be construed as an officer of the Corporation.
(b) To facilitate the attainment of certain goals and
objectives by various divisions and subsidiaries of the Corporation engaged in
common pursuits or in activities within the same or similar areas of business
activity, a group or groups of such subsidiaries and divisions may be formed by
resolution of the Board of Directors of the Corporation or through designation
in writing by the Chief Executive Officer, or his delegate.
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The activities of any such group shall be administered and
coordinated by the officers of the group and, if desired by the Chief Executive
Officer, or his delegate, by an operating committee. In such event, the number
of members of such operating committee shall be determined by the Chief
Executive Officer, or his delegate, who shall appoint the members thereof and
have the power to remove them and substitute other members. The duties of any
such operating committee shall be to aid in the administration and coordination
of group activities and to consult with and advise the officers of the group in
achieving goals and objectives of such group.
Officers of a group established pursuant to the provisions
hereof may include a chairman, a president, one or more vice presidents, a
treasurer, a secretary and such other officers as may facilitate operations of
the group. The Chief Executive Officer, or his delegate, shall have the
authority to appoint the officers of a group and the power to remove them and to
fill any vacancies. To the extent not inconsistent with these By-laws or a
resolution of the Board of Directors of the Corporation, the officers of each
group shall have such duties and authority with respect to the activities and
affairs of the group as may be granted, from time to time, by the Chief
Executive Officer, or his delegate.
Contracts may not be entered into in the name of any group,
but any officer of the group, where so authorized, may execute contracts and
other documents in the name of the Corporation on behalf of the members of the
group or any division of the Corporation that is a member of the group;
provided, however, that in no case shall an officer of the group have authority
to bind the Corporation except as to the normal and usual business and affairs
of the group of which he or she is an officer; and provided further that a group
officer may not execute contracts for any subsidiary who is a member of the
group unless (i) he or she executes the same under a duly authorized power of
attorney or (ii) he or she is also an officer of such subsidiary and executes
the contract in such capacity.
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Indemnification
47. (a) Each person who was or is made a party or is threatened to be
made a party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she is or was or has agreed to become a director
or officer of the Corporation or is or was serving or has agreed to serve at the
request of the Corporation as a director or officer of another corporation or of
a partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director or officer or in any other
capacity while serving or having agreed to serve as a director or officer shall
be indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended, (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment) against all expense, liability and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to
be paid in settlement) reasonably incurred or suffered by such person in
connection therewith and such indemnification shall continue as to a person who
has ceased to serve in the capacity which initially entitled such person to
indemnity hereunder and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that the Corporation shall
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indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the Board of Directors of the Corporation.
The right to indemnification conferred in this Section 47 shall be a contract
right and shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final disposition;
provided, however, that, if the Delaware General Corporation Law requires, the
payment of such expenses incurred by a director or officer in his or her
capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, shall be made only upon delivery to
the Corporation of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this Section or
otherwise.
(b) If a claim under Paragraph (a) of this Section 47 is not
paid in full by the Corporation within ninety days after a written claim has
been received by the Corporation, the claimant may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Corporation) that the
claimant has not met the standards of conduct which make it permissible under
the Delaware General Corporation Law for the Corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall be
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on the Corporation. Neither the failure of the Corporation (including its Board
of Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.
(c) The right to indemnification and the advancement and
payment of expenses conferred in this Section 47 shall not be exclusive of any
other right which any person may have or hereafter acquire under any law (common
or statutory), provision of the Certificate of Incorporation of the Corporation,
By-law, agreement, vote of stockholders or disinterested directors or otherwise.
(d) The Corporation may maintain insurance, at its expense, to
protect itself and any person who is or was serving as a director or officer of
the Corporation or is or was serving at the request of the Corporation as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
(e) If this Section 47 or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify and hold harmless each director or
officer of the Corporation as to costs, charges and expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement with respect
to any action, suit or proceeding, whether civil, criminal, administrative or
investigative to the full extent permitted by any applicable portion of this
Section 47 that shall not have been invalidated and to the full extent permitted
by applicable law.
Revised effective September 29, 1998
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