Exhibit
3-B
The
Table
of Contents and Article V, Section 1 of Article VII and Section 3 of Article
X
of the By-Laws adopted by the Board of Directors on May 10, 2005, were further
amended on September 14, 2006, to read in their entirety as follows (language
deleted is shown as strikethrough
and
language added is underlined):
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ARTICLE
V - Officers
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10
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Section
1. Officers
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10
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Section
2. Executive
Chairman of the Board of Directors
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10
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Section 3.
Chief
Executive Officer
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10
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Section
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10
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Section
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Group
Vice Presidents, Senior Vice Presidents and
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Vice
Presidents
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10
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Section
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11
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Section
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11
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Section
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12
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Section
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12
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Section
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12
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ARTICLE
V
OFFICERS
Section
1. Officers.
The
officers of the Company shall be an
Executive Chairman
of the Board of Directors, who shall be chosen from among the directors, a
President, and may also include one or more Vice Chairmen of the Company, one
or
more Executive Vice Presidents, one or more Group Vice Presidents, one or more
Senior 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. Executive
Chairman of the Board of Directors
Subject
to the provisions of these By-Laws, the Executive Chairman of the Board of
Directors shall have all powers commonly incident to such position 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.
Section
3. Chairman
of the Board of Directors and Chief
Executive Officer.
Section
34.
President and
Chief Operating Officer.
There
shall be a President and
a Chief Operating Officer of
the
Company. Subject to the provisions of these By-Laws and to the direction of
the
Board of Directors,
the
Executive Chairman of the Board of Directors
and of
the Chief Executive Officer, each
of them he
or
she
shall
have such powers and shall perform such duties as from time to time may be
delegated to them
him
or
her
by the
Board of Directors,
the
Executive Chairman of the Board of Directors
or by
the Chief Executive Officer, or which are or may at any time be authorized
or
required by law. In
the absence or disability of the Chairman of the Board of Directors, or in
the
event of, and during the period of, a vacancy in such office, the President
shall be the Chief Executive Officer.
Section
45.
Vice Chairmen of the Company, Executive Vice Presidents, Group Vice Presidents,
Senior 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, each of the Senior 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 Executive
Chairman
of the Board of Directors or by the President.
In
addition, the Board of Directors shall designate one of the Vice Chairmen of
the
Company, Executive Vice Presidents, Group Vice Presidents, Senior 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
56.
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 Executive
Chairman
of the Board of Directors, the President, a Vice Chairman of the Company or
an
Executive Vice President.
Section
67.
Secretary and Assistant Secretary.
The
Secretary shall keep the minutes of the meetings of the stockholders and of
the
Board of Directors, and, when required, the minutes of meetings of the
committees, and shall be responsible for the custody of all such minutes.
Subject to the direction of the Board of Directors, the Secretary shall have
custody of the stock ledgers and documents of the Company. He or she shall
have
custody of the corporate seal and shall affix and attest such seal to any
instrument whose execution under seal shall have been duly authorized. He or
she
shall give notice of meetings and, subject to the direction of the Board of
Directors, shall perform all other duties and enjoy all other powers commonly
incident to his or her office.
At
the
request of the Secretary, any Assistant Secretary, in the case of the absence
or
inability to act of the Secretary, temporarily may act in his or her place.
In
the case of the death of the Secretary, or in the case of his or her absence
or
inability to act without having designated an Assistant Secretary to act
temporarily in his or her place, the Assistant Secretary or other person so
to
perform the duties of the Secretary shall be designated by the Executive
Chairman
of the Board of Directors, the President, a Vice Chairman of the Company or
an
Executive Vice President.
Section
78.
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
89.
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 Executive
Chairman
of the Board of Directors, the President, or the appropriate Vice Chairman
of
the Company, Executive Vice President, Group Vice President, Senior Vice
President or Vice President.
Section
910.
Salaries.
Salaries
of officers, agents or employees shall be fixed from time to time by the Board
of Directors or by such committee or committees, or person or persons, if any,
to whom such power shall have been delegated by the Board of Directors. An
employment contract, whether with an officer, agent or employee, if expressly
approved or specifically authorized by the Board of Directors, may fix a term
of
employment thereunder; and such contract, if so approved or authorized, shall
be
valid and binding upon the Company in accordance with the terms thereof,
provided that this provision shall not limit or restrict in any way the right
of
the Company at any time to remove from office, discharge or terminate the
employment of any such officer, agent or employee prior to the expiration of
the
term of employment under any such contract, except that the Company shall not
thereby be relieved of any continuing liability for salary or other compensation
provided for in such contract.
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ARTICLE
VII
CAPITAL
STOCK-DIVIDENDS-SEAL
Section
1. Certificates of Shares; Uncertificated Shares
The
shares of capital stock of the Company 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 stock shall be
uncertificated shares. Any such resolution shall not apply to shares represented
by a certificate until such certificate is surrendered to the Company.
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 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
Executive
Chairman
of the Board of Directors, the President, a Vice Chairman of the Company, an
Executive Vice President, a Group Vice President, a Senior 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.
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ARTICLE
X
MISCELLANEOUS
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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
Executive
Chairman
of the Board of Directors, the President, any Vice Chairman of the Company,
any
Executive Vice President, any Group Vice President, any Senior 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.