Attached files
AMENDED
AND RESTATED BY-LAWS
OF
AMERICAN
AXLE & MANUFACTURING HOLDINGS, INC.
(Adopted
as of October 29, 2009)
-----------
ARTICLE
I.
STOCKHOLDERS
Section
1. The
annual meeting of the stockholders of the corporation for the purpose of
electing directors and for the transaction of such other business as may
properly be brought before the meeting shall be held on such date, and at such
time and place within or without the State of Delaware as may be designated from
time to time by the Board of Directors.
Section
2. Special
meetings of the stockholders shall be called at any time by the Secretary or any
other officer, whenever directed by the Board of Directors or by the Chief
Executive Officer. The purpose or purposes of the proposed meeting
shall be included in the notice setting forth such call.
Section
3. Except as
otherwise provided by law, notice of the time, place and, in the case of a
special meeting, the purpose or purposes of the meeting of stockholders shall be
delivered personally or mailed not earlier than sixty, nor less than ten days
previous thereto, to each stockholder of record entitled to vote at the meeting
at such address as appears on the records of the corporation.
Section
4. The
holders of a majority in voting power of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business, except as otherwise provided by statute or by the Certificate of
Incorporation; but if at any regularly called meeting of stockholders there be
less than a quorum present, the stockholders present may adjourn the meeting
from time to time without further notice other than announcement at the meeting
until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the original
meeting. If the adjournment is for more than 30 days, or if, after
the adjournment, a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting.
Section
5. The
Chairman of the Board, or in the Chairman’s absence or at the Chairman’s
direction, the President, or in the President’s absence or at the President’s
direction, any officer of the corporation shall call all meetings of the
stockholders to order and shall act as Chairman of such meeting. The
Secretary of the corporation or, in such officer’s absence, an Assistant
Secretary shall act as secretary of the meeting. If neither the
Secretary nor an Assistant Secretary is present, the Chairman of the meeting
shall appoint a secretary of the meeting. Unless otherwise determined
by the Board of Directors prior to the meeting, the Chairman of the meeting
shall determine the order of business and shall have the authority in his or her
discretion to regulate the conduct of any such meeting, including, without
limitation, by imposing restrictions on the persons (other than stockholders of
the corporation or their duly appointed proxies) who may attend any such
meeting, whether any stockholder or stockholders’ proxy may be excluded from any
meeting of stockholders based upon any determination by the Chairman, in his or
her sole discretion, that any such person has unduly disrupted or is likely to
disrupt the proceedings thereat, and the circumstances in which any person may
make a statement or ask questions at any meeting of stockholders. The
Chairman of the meeting shall have authority to adjourn any meeting of
stockholders.
Section
6. At all
meetings of stockholders, any stockholder entitled to vote thereat shall be
entitled to vote in person or by proxy, but no proxy shall be voted after three
years from its date, unless such proxy provides for a longer
period. Without limiting the manner in which a stockholder may
authorize another person or persons to act for the stockholder as proxy pursuant
to the General Corporation Law of the State of Delaware, the following shall
constitute a valid means by which a stockholder may grant such
authority: (1) a stockholder may execute a writing authorizing
another person or persons to act for the stockholder as proxy, and execution of
the writing may be accomplished by the stockholder or the stockholder’s
authorized officer, director, employee or agent signing such writing or causing
his or her signature to be affixed to such writing by any reasonable means
including, but not limited to, by facsimile signature; or (2) a stockholder
may authorize another person or persons to act for the stockholder as proxy by
transmitting or authorizing the transmission of a telegram, cablegram, or other
means of electronic transmission to the person who will be the holder of the
proxy or to a proxy solicitation firm, proxy support service organization or
like agent duly authorized by the person who will be the holder of the proxy to
receive such transmission, provided that any such telegram, cablegram or other
means of electronic transmission must either set forth or be submitted with
information from which it can be determined that the telegram, cablegram or
other electronic transmission was authorized by the stockholder. If
it is determined that such telegrams, cablegrams or other electronic
transmissions are valid, the judge or judges of stockholder votes or, if there
are no such judges, such other persons making that determination shall specify
the information upon which they relied.
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Any copy,
facsimile telecommunication or other reliable reproduction of the writing or
transmission created pursuant to the preceding paragraph of this Section 6
may be substituted or used in lieu of the original writing or transmission for
any and all purposes for which the original writing or transmission could be
used, provided that such copy, facsimile telecommunication or other reproduction
shall be a complete reproduction of the entire original writing or
transmission.
Proxies
shall be filed with the Secretary of the meeting prior to or at the commencement
of the meeting to which they relate.
Section
7. When a
quorum is present at any meeting, the vote of the holders of a majority in
voting power of the stock present in person or represented by proxy and entitled
to vote on the matter shall decide any question brought before such meeting,
unless the question is one upon which by express provision of statute or of the
Certificate of Incorporation or these By-Laws, a different vote is required, in
which case such express provision shall govern and control the decision of such
question.
Section
8. In order
that the corporation may determine the stockholders (a) entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or
(b) entitled to consent to corporate action in writing without a meeting,
or (c) 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 of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is
adopted, and which record date (i) in the case of clause (a) above,
shall not be more than sixty nor less than ten days before the date of such
meeting, (ii) in the case of clause (b) above, shall not be more than
ten days after the date upon which the resolution fixing the record date is
adopted by the board of directors, and (iii) in the case of clause (c)
above, shall not be more than sixty days prior to such action. If for
any reason the Board of Directors shall not have fixed a record date for any
such purpose, the record date for such purpose shall be determined as provided
by law. Only those stockholders of record on the date so fixed or
determined shall be entitled to any of the foregoing rights, notwithstanding the
transfer of any such stock on the books of the corporation after any such record
date so fixed or determined.
Section
9. The
officer who has charge of the stock ledger of the corporation shall prepare and
make at least ten days before every meeting of stockholders, a complete list of
the stockholders entitled to vote at the meeting, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to 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 at the time and kept at the place of the meeting during
the whole time thereof, and may be inspected by any stockholder who is
present.
Section
10. The Board
of Directors, in advance of all meetings of the stockholders, shall appoint one
or more judges of stockholder votes, who may be stockholders or their proxies,
but not directors of the corporation or candidates for office. In the
event that the Board of Directors fails to so appoint judges of stockholder
votes or, in the event that one or more judges of stockholder votes previously
designated by the Board of Directors fails to appear or act at the meeting of
stockholders, the Chairman of the meeting may appoint one or more judges of
stockholder votes to fill such vacancy or vacancies. Judges of
stockholder votes appointed to act at any meeting of the stockholders, before
entering upon the discharge of their duties, shall be sworn faithfully to
execute the duties of judge of stockholder votes with strict impartiality and
according to the best of their ability and the oath so taken shall be subscribed
by them. Judges of stockholder votes shall, subject to the power of
the Chairman of the meeting to open and close the polls, take charge of the
polls, and, after the voting, shall make a certificate of the result of the vote
taken.
Section
11. (A) Annual
Meetings of Stockholders. (1) Nominations of persons for
election to the Board of Directors of the corporation and the proposal of
business to be considered by the stockholders may be made at an annual meeting
of stockholders (a) pursuant to the corporation’s notice of meeting
delivered pursuant to Article 1, Section 3 of these By-Laws,
(b) by or at the direction of the Chairman of the Board or (c) by any
stockholder of the corporation who is entitled to vote at the meeting, who
complied with the notice procedures set forth in subparagraphs (2) and (3)
of this paragraph (A) of this By-Law and who was a stockholder of record at
the time such notice is delivered to the Secretary of the
corporation.
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(2) For
nominations or other business to be properly brought before an annual meeting by
a stockholder pursuant to clause (c) of paragraph (A)(1) of this By-Law, the
stockholder must have given timely notice thereof in writing to the Secretary of
the corporation, and, in the case of business other than nominations, such other
business must be a proper matter for stockholder action. To be
timely, a stockholder's notice shall be delivered to the Secretary at the
principal executive offices of the corporation not less than seventy days nor
more than ninety days prior to the first anniversary of the preceding year's
annual meeting; provided, however, that in the event that the date of the annual
meeting is advanced by more than twenty days, or delayed by more than seventy
days, from such anniversary date, notice by the stockholder to be timely must be
so delivered not earlier than the ninetieth day prior to such annual meeting and
not later than the close of business on the later of the seventieth day prior to
such annual meeting or the tenth day following the day on which public
announcement of the date of such meeting is first made. Such
stockholder's notice shall set forth (a) as to each person whom the stockholder
proposes to nominate for election or re-election as a director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), including such person's written consent to being named in
the proxy statement as a nominee and to serving as a director if elected; (b) as
to any other business that the stockholder proposes to bring before the meeting,
a brief description of the business desired to be brought before the meeting,
the reasons for conducting such business at the meeting and any material
interest in such business of such stockholder and the beneficial owner, if any,
on whose behalf the proposal is made; and (c) as to the stockholder giving the
notice and the beneficial owner, if any, on whose behalf the nomination or
proposal is made (i) the name and address of such stockholder, as they appear on
the corporation's books, and of such beneficial owner, (ii) the class and number
of shares of the corporation which are owned beneficially and of record by such
stockholder and such beneficial owner, (iii) any option, warrant, convertible
security, swap, short interest, stock appreciation right, or similar right with
an exercise or conversion privilege or a settlement payment or mechanism at a
price related to any class or series of shares of the corporation or with a
value derived in whole or in part from the value of any class or series of
shares of the corporation, whether or not such instrument or right shall be
subject to settlement in the underlying class or series of capital stock of the
corporation or otherwise, and any other direct or indirect opportunity to
benefit or share in any benefit derived from any increase or decrease in the
value or voting power of shares of the capital stock of the corporation (a
“Derivative Instrument”) directly or indirectly owned beneficially by such
stockholder and such beneficial owner, if any, and a representation that the
stockholder will notify the corporation in writing of any such Derivative
Instrument in effect as of the record date for the meeting promptly following
the later of the record date or the date notice of the record date is first
publicly disclosed, (iv) a description of any agreement, arrangement or
understanding with respect to the proposal of business between or among such
stockholder and such beneficial owner, any of their respective affiliates or
associates, and any others acting in concert with any of the foregoing and a
representation that the stockholder will notify the corporation in writing of
any such agreements, arrangements or understandings in effect as of the record
date for the meeting promptly following the later of the record date or the date
notice of the record date is first publicly disclosed, (v) a representation that
the stockholder is a holder of record of stock of the corporation entitled to
vote at such meeting and intends to appear in person or by proxy at the meeting
to propose such business and (vi) a representation whether the stockholder or
the beneficial owner, if any, intends or is part of a group which intends (x) to
deliver a proxy statement and/or form of proxy to holders of at least the
percentage of the corporation’s outstanding capital stock required to approve or
adopt the proposal and/or (y) otherwise to solicit proxies from stockholders in
support of such proposal.
(3) Notwithstanding
anything in the second sentence of paragraph (A)(2) of this By-Law to the
contrary, in the event that the number of directors to be elected to the Board
of Directors of the corporation is increased and there is no public announcement
naming all of the nominees for director or specifying the size of the increased
Board of Directors made by the corporation at least eighty days prior to the
first anniversary of the preceding year’s annual meeting, a stockholder’s notice
required by this By-Law shall also be considered timely, but only with respect
to nominees for any new positions created by such increase, if it shall be
delivered to the Secretary at the principal executive offices of the corporation
not later than the close of business on the tenth day following the day on which
such public announcement is first made by the corporation.
(B) Special
Meetings of Stockholders. Only such business shall be conducted at a
special meeting of stockholders as shall have been brought before the meeting
pursuant to the corporation’s notice of meeting pursuant to Article I,
Section 2 of these By-Laws. Nominations of persons for election
to the Board of Directors may be made at a special meeting of stockholders at
which directors are to be elected pursuant to the corporation’s notice of
meeting (a) by or at the direction of the Board of Directors or (b) by
any stockholder of the corporation who is entitled to vote at the meeting, who
complies with the notice procedures set forth in this By-Law and who is a
stockholder of record at the time such notice is delivered to the Secretary of
the corporation. Nominations by stockholders of persons for election
to the Board of Directors may be made at such a special meeting of stockholders
if the stockholder’s notice as required by paragraph (A)(2) of this By-Law
shall be delivered to the Secretary at the principal executive offices of the
corporation not earlier than the ninetieth day prior to such special meeting and
not later than the close of business on the later of the seventieth day prior to
such special meeting or the tenth day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such
meeting.
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(C) General. (1) Only
persons who are nominated in accordance with the procedures set forth in this
By-Law shall be eligible to serve as directors and only such business shall be
conducted at a meeting of stockholders as shall have been brought before the
meeting in accordance with the procedures set forth in this
By-Law. Except as otherwise provided by law, the Certificate of
Incorporation or these By-Laws, the Chairman of the meeting shall have the power
and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made in accordance with the procedures set forth
in this By-Law and, if any proposed nomination or business is not in compliance
with this By-Law, to declare that such defective nomination shall be disregarded
or that such proposed business shall not be transacted.
(2) For
purposes of this By-Law, “public announcement” shall mean disclosure in a press
release reported by the Dow Jones News Service, Associated Press or comparable
national news service or in a document publicly filed by the corporation with
the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d)
of the Exchange Act.
(3) For
purposes of this By-Law, no adjournment nor notice of adjournment of any meeting
shall be deemed to constitute a new notice of such meeting for purposes of this
Section 11, and in order for any notification required to be delivered by a
stockholder pursuant to this Section 11 to be timely, such notification
must be delivered within the periods set forth above with respect to the
originally scheduled meeting.
(4) Notwithstanding
the foregoing provisions of this By-Law, a stockholder shall also comply with
all applicable requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this
By-Law. Nothing in this By-Law shall be deemed to affect any rights
of stockholders to request inclusion of proposals in the corporation’s proxy
statement pursuant to Rule 14a-8 under the Exchange Act.
ARTICLE
II.
BOARD OF
DIRECTORS
Section
1. The Board
of Directors of the corporation shall consist of such number of directors, not
less than three, as shall from time to time be fixed exclusively by resolution
of the Board of Directors. The directors shall be divided into three
classes in the manner set forth in the Certificate of Incorporation of the
corporation, each class to be elected for the term set forth
therein. Directors shall (except as hereinafter provided for the
filling of vacancies and newly created directorships) be elected by the holders
of a plurality of the voting power present in person or represented by proxy and
entitled to vote. A majority of the total number of directors then in
office (but not less than one-third of the number of directors constituting the
entire Board of Directors) shall constitute a quorum for the transaction of
business and, except as otherwise provided by law or by the corporation’s
Certificate of Incorporation, the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors. Directors need not be stockholders.
Section
2. Newly
created directorships in the Board of Directors that result from an increase in
the number of directors and any vacancy occurring in the Board of Directors
shall be filled only by a majority of the directors then in office, although
less than a quorum, or by a sole remaining director; and the directors so chosen
shall hold office for a term as set forth in the Certificate of Incorporation of
the corporation. If any applicable provision of the General
Corporation Law of the State of Delaware expressly confers power on stockholders
to fill such a directorship at a special meeting of stockholders, such a
directorship may be filled at such meeting only by the affirmative vote of at
least 75 percent in voting power of all shares of the corporation entitled to
vote generally in the election of directors, voting as a single
class.
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Section
3. Meetings
of the Board of Directors shall be held at such place within or without the
State of Delaware as may from time to time be fixed by resolution of the Board
or as may be specified in the notice of any meeting. Regular meetings
of the Board of Directors shall be held at such times as may from time to time
be fixed by resolution of the Board and special meetings may be held at any time
upon the call of the Chairman of the Board, the President or a majority of the
directors, by oral, or written notice including, telegraph, telex or
transmission of a telecopy, e-mail or other means of transmission, duly served
on or sent or mailed to each director to such director’s address or telecopy
number as shown on the books of the corporation not less than one day before the
meeting. The notice of any meeting need not specify the purposes
thereof. A meeting of the Board may be held without notice
immediately after the annual meeting of stockholders at the same place at which
such meeting is held. Notice need not be given of regular meetings of
the Board held at times fixed by resolution of the Board. Notice of
any meeting need not be given to any director who shall attend such meeting in
person (except when the director attends a meeting for the express purpose of
objecting at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened), or who shall waive
notice thereof, before or after such meeting, in writing.
Section
4. Notwithstanding
the foregoing, whenever the holders of any one or more series of Preferred Stock
or Series Common Stock issued by the corporation shall have the right, voting
separately by series, to elect directors at an annual or special meeting of
stockholders, the election, term of office, removal, filling of vacancies and
other features of such directorships shall be governed by the terms of the
Certificate of Incorporation applicable thereto, and such directors so elected
shall not be divided into classes pursuant to Article SEVENTH of the
Certificate of Incorporation unless expressly provided by such
terms. The number of directors that may be elected by the holders of
any such series of Preferred Stock or Series Common Stock shall be in addition
to the number fixed by or pursuant to the By-Laws. Except as
otherwise expressly provided in the terms of such series, the number of
directors that may be so elected by the holders of any such series of stock
shall be elected for terms expiring at the next annual meeting of stockholders
and without regard to the classification of the members of the Board of
Directors as set forth in Section 1 hereof, and vacancies among directors
so elected by the separate vote of the holders of any such series of Preferred
Stock or Series Common Stock shall be filled by the affirmative vote of a
majority of the remaining directors elected by such series, or, if there are no
such remaining directors, by the holders of such series in the same manner in
which such series initially elected a director.
Section
5. If at any
meeting for the election of directors, the corporation has outstanding more than
one class of stock, and one or more such classes or series thereof are entitled
to vote separately as a class, and there shall be a quorum of only one such
class or series of stock, that class or series of stock shall be entitled to
elect its quota of directors notwithstanding absence of a quorum of the other
class or series of stock.
Section
6. The Board
of Directors may designate three or more directors to constitute an executive
committee, one of whom shall be designated Chairman of such
committee. The members of such committee shall hold such office until
the next election of the Board of Directors and until their successors are
elected and qualify. Any vacancy occurring in the committee shall be
filled by the Board of Directors. Regular meetings of the committee
shall be held at such times and on such notice and at such places as it may from
time to time determine. The committee shall act, advise with and aid
the officers of the corporation in all matters concerning its interest and the
management of its business, and shall generally perform such duties and exercise
such powers as may from time to time be delegated to it by the Board of
Directors, and shall have authority to exercise all the powers of the Board of
Directors, so far as may be permitted by law, in the management of the business
and the affairs of the corporation whenever the Board of Directors is not in
session or whenever a quorum of the Board of Directors fails to attend any
regular or special meeting of such Board. The committee shall have
power to authorize the seal of the corporation to be affixed to all papers which
are required by the Delaware General Corporation Law to have the seal affixed
thereto. The fact that the executive committee has acted shall be
conclusive evidence that the Board of Directors was not in session at such time
or that a quorum of the Board had failed to attend the regular or special
meeting thereof.
The
executive committee shall keep regular minutes of its transactions and shall
cause them to be recorded in a book kept in the office of the corporation
designated for that purpose, and shall report the same to the Board of Directors
at their regular meeting. The committee shall make and adopt its own
rules for the government thereof and shall elect its own officers.
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Section
7. The Board
of Directors may from time to time establish such other committees to serve at
the pleasure of the Board which shall be comprised of such members of the Board
and have such duties as the Board shall from time to time
establish. Any director may belong to any number of committees of the
Board. The Board may also establish such other committees with such
members (whether or not directors) and such duties as the Board may from time to
time determine.
Section
8. Unless
otherwise restricted by the Certificate of Incorporation or these By-Laws, any
action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting if all
members of the Board or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board of Directors.
Section
9. The
members of the Board of Directors or any committee thereof may participate in a
meeting of such Board or committee, as the case may be, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
pursuant to this subsection shall constitute presence in person at such a
meeting.
Section
10. The Board
of Directors may establish policies for the compensation of directors and for
the reimbursement of the expenses of directors, in each case, in connection with
services provided by directors to the corporation.
ARTICLE
III.
OFFICERS
Section
1. The Board
of Directors, as soon as may be after each annual meeting of the stockholders,
shall elect officers of the corporation, including a Chairman of the Board or
President, a Chief Financial Officer and a Secretary. The Board of
Directors may also from time to time elect such other officers (including one or
more Vice Presidents, a Treasurer, one or more Assistant Vice Presidents, one or
more Assistant Secretaries and one or more Assistant Treasurers) as it may deem
proper or may delegate to any elected officer of the corporation the power to
appoint and remove any such other officers and to prescribe their respective
terms of office, authorities and duties. Any Vice President may be
designated Executive, Senior or Corporate, or may be given such other
designation or combination of designations as the Board of Directors may
determine. Any two or more offices may be held by the same
person.
Section
2. All
officers of the corporation elected by the Board of Directors shall hold office
for such term as may be determined by the Board of Directors or until their
respective successors are chosen and qualified. Any officer may be
removed from office at any time either with or without cause by the affirmative
vote of a majority of the members of the Board then in office, or, in the case
of appointed officers, by any elected officer upon whom such power of removal
shall have been conferred by the Board of Directors.
Section
3. Each of
the officers of the corporation elected by the Board of Directors or appointed
by an officer in accordance with these By-Laws shall have the powers and duties
prescribed by law, by the By-Laws or by the Board of Directors and, in the case
of appointed officers, the powers and duties prescribed by the appointing
officer, and, unless otherwise prescribed by the By-Laws or by the Board of
Directors or such appointing officer, shall have such further powers and duties
as ordinarily pertain to that office. The Chairman of the Board or
the President, as determined by the Board of Directors, shall be the Chief
Executive Officer and shall have the general direction of the affairs of the
corporation.
Section
4. Unless
otherwise provided in these By-Laws, in the absence or disability of any officer
of the corporation, the Board of Directors may, during such period, delegate
such officer’s powers and duties to any other officer or to any director and the
person to whom such powers and duties are delegated shall, for the time being,
hold such office.
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ARTICLE
IV.
CERTIFICATES
OF STOCK
Section
1. The
shares of stock of the corporation shall be represented by certificates,
provided that the Board of Directors may provide by resolution or resolutions
that some or all of any or all classes or series of the corporation’s stock
shall be uncertificated shares. Any such resolution shall not apply
to shares represented by a certificate until such certificate is surrendered to
the corporation. Notwithstanding the adoption of such a resolution by
the Board of Directors, every holder of stock represented by certificates and
upon request every holder of uncertificated shares shall be entitled to have a
certificate signed by, or in the name of the corporation by the Chairman of the
Board of Directors, or the President or a Vice President, and by the Treasurer
or an Assistant Treasurer or the Secretary or an Assistant Secretary of the
corporation, or as otherwise permitted by law, representing the number of shares
registered in certificate form. Any or all the signatures on the
certificate may be a facsimile.
Section
2. Transfers
of stock shall be made on the books of the corporation by the holder of the
shares in person or by such holder’s attorney upon surrender and cancellation of
certificates for a like number of shares, or as otherwise provided by law with
respect to uncertificated shares.
Section
3. No
certificate for shares of stock in the corporation shall be issued in place of
any certificate alleged to have been lost, stolen or destroyed, except upon
production of such evidence of such loss, theft or destruction and upon delivery
to the corporation of a bond of indemnity in such amount, upon such terms and
secured by such surety, as the Board of Directors in its discretion may
require.
ARTICLE
V.
CORPORATE
BOOKS
The books
of the corporation may be kept outside of the State of Delaware at such place or
places as the Board of Directors may from time to time determine.
ARTICLE
VI.
CHECKS,
NOTES, PROXIES, ETC.
All
checks and drafts on the corporation’s bank accounts and all bills of exchange
and promissory notes, and all acceptances, obligations and other instruments for
the payment of money, shall be signed by such officer or officers or agent or
agents as shall be hereunto authorized from time to time by the Board of
Directors. Proxies to vote and consents with respect to securities of
other corporations owned by or standing in the name of the corporation may be
executed and delivered from time to time on behalf of the corporation by the
Chairman of the Board, the President, or by such officers as the Board of
Directors may from time to time determine.
ARTICLE
VII.
FISCAL
YEAR
The
fiscal year of the corporation shall begin on the first day of January in each
year and shall end on the thirty-first day of December following.
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ARTICLE
VIII.
CORPORATE
SEAL
The
corporate seal shall have inscribed thereon the name of the
corporation. In lieu of the corporate seal, when so authorized by the
Board of Directors or a duly empowered committee thereof, a facsimile thereof
may be impressed or affixed or reproduced.
ARTICLE
IX.
AMENDMENTS
These
By-Laws may be amended, added to, rescinded or repealed at any meeting of the
Board of Directors or of the stockholders, provided notice of the proposed
change was given in the notice of the meeting of the stockholders or, in the
case of a meeting of the Board of Directors, in a notice given not less than two
days prior to the meeting; provided, however, that, notwithstanding any other
provisions of these By-Laws or any provision of law which might otherwise permit
a lesser vote of the stockholders, the affirmative vote of the holders of at
least 75 percent in voting power of all shares of the corporation entitled to
vote generally in the election of directors, voting together as a single class,
shall be required in order for the stockholders to alter, amend or repeal
Section 2 and Section 11 of Article I, Sections 1 and 2 of
Article II or this proviso to this Article IX of these By-Laws or to
adopt any provision inconsistent with any of such Sections or with this
proviso.
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