FORD
MOTOR COMPANY
By-Laws
As
amended through September 14, 2006
BY-LAWS
OF
FORD
MOTOR COMPANY
TABLE
OF CONTENTS
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ARTICLE
I - Offices
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ARTICLE
II - Stockholders
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Section
1.
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Annual
Meeting
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Section
2.
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Special
Meetings
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Section
3.
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Notice
of Meetings
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Section
4.
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Quorum
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Section
5.
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Organization
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Section
6.
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Proxies
and Voting
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Section
7.
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Stock
Lists
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Section
8.
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Ratification
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Section
9.
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Judges
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ARTICLE
III - Board of Directors
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Section
1.
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Number,
Term of Office and Eligibility
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Section
2.
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Meetings
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Section
3.
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Notice
of Meetings
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Section
4.
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Quorum
and Organization of Meetings
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Section
5.
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Powers
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Section
6.
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Reliance
upon Books, Reports and Records
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Section
7.
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Compensation
of Directors
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ARTICLE
IV - Committees
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Section
1.
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Committees
of the Board of Directors
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Section
2.
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Audit
Committee
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Section
3.
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Compensation
Committee
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Section
4.
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Environmental
and Public Policy Committee
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Section
5.
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Finance
Committee
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Section
6.
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Nominating
and Governance Committee
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Section
7.
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Other
Committees
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Section
8.
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Rules
and Procedures
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Section
9.
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Application
of Article
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ARTICLE
V - Officers
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Section
1.
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Officers
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Section
2.
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Executive
Chairman of the Board of Directors
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Section
3.
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Chief
Executive Officer
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Section
4.
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President
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Section
5.
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Vice
Chairmen of the Company, Executive Vice Presidents, Group Vice Presidents,
Senior Vice Presidents and Vice Presidents
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Section
6.
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Treasurer
and Assistant Treasurer
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| Section 7. | Secretary and Assistant Secretary | |
| Section 8. | General Counsel | |
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Section
9.
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Controller
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Section
10.
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Salaries
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ARTICLE
VI - Resignations, Removals and Vacancies
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Section
1.
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Resignations
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Section
2.
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Removals
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Section
3.
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Vacancies
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ARTICLE
VII - Capital Stock - Dividends - Seal
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Section
1.
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Certificates
of Shares; Uncertificated Shares
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Section
2.
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Addresses
of Stockholders
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Section
3.
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Lost,
Destroyed or Stolen Certificate
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Section
4.
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Fixing
a Record Date
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Section
5.
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Regulations
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Section
6.
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Corporate
Seal
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ARTICLE
VIII - Execution of Contracts and Other
Documents
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Section
1.
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Contracts,
etc.
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Section
2.
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Checks,
Drafts, etc.
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ARTICLE
IX - Fiscal Year
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ARTICLE
X - Miscellaneous
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Section
1.
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Original
Stock Ledger
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Section
2.
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Notices
and Waivers Thereof
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Section
3.
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Voting
upon Stocks
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ARTICLE
XI - Amendments
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BY-LAWS
OF
FORD
MOTOR COMPANY
ARTICLE
I
OFFICES
The
registered office of the Company shall be in the City of Wilmington, County
of
New Castle, State of Delaware. The Company may also have an office in the City
of Dearborn, State of Michigan, and at such other places as the Board of
Directors may from time to time determine or as the business of the Company
may
require. The books and records of the Company may be kept (except as otherwise
provided by law) at the office of the Company in the City of Dearborn, State
of
Michigan, outside of the State of Delaware, or at such other places as from
time
to time may be determined by the Board of Directors.
ARTICLE
II
STOCKHOLDERS
Section
1. Annual Meeting.
Unless
otherwise determined by the Board of Directors, the
annual meeting of the stockholders for the purpose of electing directors and
of
transacting such other business as may come before it shall be held in the
City
of Detroit, State of Michigan, on the second Thursday of May in each and every
year, if not a legal holiday, and if a legal holiday then on the next day not
a
legal holiday. The Board of Directors shall, by resolution duly adopted, fix
the
place within the City of Detroit, Michigan, or elsewhere if so determined,
the
time, and the date (if different from that described above) for
the
holding of each such meeting. At least twenty (20) days' notice shall be given
to each stockholder entitled to vote at such meeting of the place, date and
time
for the meeting.
Section
2. Special Meetings.
Special
meetings of the stockholders shall be held at the office of the Company in
the
City of Dearborn, State of Michigan, unless otherwise determined by resolution
of the stockholders or of the Board of Directors, whenever called in the manner
required by law for purposes as to which there are special statutory provisions,
and for other purposes whenever called by the Chairman of the Board of Directors
or the President, or by resolution of the Board of Directors, and whenever
the
holders of thirty percent (30%) or more of the total number of outstanding
shares of any class of stock the holders of which are entitled to vote on every
matter that is to be voted on without regard to class at such meeting shall
file
with the Secretary a written application for such meeting stating the time
and
purpose thereof.
Section
3. Notice of Meetings.
Except
as
otherwise provided by law, at least twenty (20) days' notice of stockholders'
meetings stating the time and place and the objects thereof shall be given
by
the Chairman of the Board of Directors, the President or the Secretary to
stockholders of record having voting power in respect of the business to be
transacted thereat. No business other than that stated in the notice shall
be
transacted at any meeting.
Section
4. Quorum.
At
any
meeting of the stockholders the number of shares the holders of which shall
be
present or represented by proxy in order to constitute a quorum for, and the
votes that shall be necessary for, the transaction of any business shall be
as
expressly provided in Article FOURTH of the Certificate of Incorporation, as
amended. At any meeting of stockholders at which a quorum is not present, the
holders of shares entitled to cast a majority of all of the votes (computed,
in
the case of each share of Class B Stock, as provided in subsection 1.3 of said
Article FOURTH) which could be cast at such meeting by the holders of
outstanding shares of stock of the Company who are present in person or by
proxy
and who are entitled to vote on every matter that is to be voted on without
regard to class at such meeting may adjourn the meeting from time to
time.
Section
5. Organization.
The
Chairman of the Board of Directors shall act as chairman of meetings of the
stockholders. The Board of Directors may designate any other officer or director
of the Company to act as chairman of any meeting in the absence of the Chairman
of the Board of Directors, and the Board of Directors may further provide for
determining who shall act as chairman of any stockholders meeting in the absence
of the Chairman of the Board of Directors and such designee.
The
Secretary of the Company shall act as secretary of all meetings of the
stockholders, but in the absence of the Secretary the presiding officer may
appoint any other person to act as secretary of any meeting.
Section
6. Proxies and Voting.
Every
stockholder entitled to vote at any meeting may vote in person or by proxy
authorized by an instrument in writing or by a transmission permitted by law
filed in accordance with the procedures established for the meeting. No proxy
shall be voted after three years from its date unless such proxy provides
expressly for a longer period. Shares of the Company’s stock belonging to the
Company shall not be voted upon directly or indirectly.
Section
7. Stock Lists.
A
complete list of stockholders entitled to vote at any meeting of stockholders
shall be prepared, in alphabetical order by class, by the Secretary and shall
be
open to the examination of any stockholder, at the place where the meeting
is to
be held, for at least ten days before the meeting and during the whole time
of
the meeting.
Section
8. Ratification.
Any
transaction questioned in any stockholders' derivative suit, or any other suit
to enforce alleged rights of the Company or any of its stockholders, on the
ground of lack of authority, defective or irregular execution, adverse interest
of any director, officer or stockholder, nondisclosure, miscomputation or the
application of improper principles or practices of accounting may be approved,
ratified and confirmed before or after judgment by the Board of Directors or
by
the holders of Common Stock and the holders of Class B Stock voting as provided
in subsection 1.6 of Article FOURTH of the Certificate of Incorporation, as
amended, and, if so approved, ratified or confirmed, shall have the same force
and effect as if the questioned transaction had been originally duly authorized,
and said approval, ratification or confirmation shall be binding upon the
Company and all of its stockholders and shall constitute a bar to any claim
or
execution of any judgment in respect of such questioned
transaction.
Section
9. Judges.
All
votes
by ballot at any meeting of stockholders shall be conducted by two judges
appointed for the purpose either by the directors or by the meeting. The judges
shall decide upon the qualifications of voters, count the votes and declare
the
result.
ARTICLE
III
BOARD
OF
DIRECTORS
Section
1. Number, Term of Office and Eligibility.
Except
as
provided by the laws of the State of Delaware or by the Certificate of
Incorporation, as amended, the business and the property of the Company shall
be
managed by or under the direction of a Board of not less than ten and not more
than twenty directors, the exact number of which shall be fixed from time to
time by resolution of the Board. Each director shall be elected annually by
ballot by the holders of Common Stock and the holders of Class B Stock voting
as
provided in subsection 1.6 of Article FOURTH of the Certificate of
Incorporation, as amended, at the annual meeting of stockholders, to serve
until
his or her successor shall have been elected and shall have qualified, except
as
provided in this Section. No person may be elected or re-elected a director
of
the Company if at the time of his or her election or re-election he or she
shall
have attained the age of seventy-two years, and the term of any director who
shall have attained such age while serving as a director shall terminate as
of
the time of the first annual meeting of stockholders following his or her
seventy-second birthday; provided, however, that the Board by resolution may
waive such age limitation in any year and from year to year with respect to
any
director or directors.
Section
2. Meetings.
The
directors may hold their meetings outside of the State of Delaware, at the
office of the Company in the City of Dearborn, State of Michigan, or at such
other place as from time to time they may determine.
The
annual meeting of the Board of Directors, for the election of officers and
the
transaction of other business, shall be held at the World Headquarters of the
Company in Dearborn, Michigan, on the same day as, and as soon as practicable
following, the annual meeting of stockholders, or at such other time or place
as
shall be determined by the Board of Directors at its regular meeting next
preceding said annual meeting of stockholders. No notice of said annual meeting
of the Board of Directors shall be required to be given to the
directors.
Regular
meetings of the Board of Directors may be held at such time and place as shall
from time to time be determined by the Board of Directors.
Special
meetings of the Board of Directors shall be held whenever called by direction
of
the Chairman of the Board of Directors or the President or by one-third of
the
directors then in office.
Section
3. Notice of Meetings.
The
Secretary or an Assistant Secretary shall give notice of the time and place
of
holding of meetings of the Board of Directors (excepting the annual meeting
of
directors) by mailing such notice not later than during the second day preceding
the day on which such meeting is to be held, or by sending a cablegram,
facsimile transmission, mailgram, radiogram, telegram or other form of recorded
communication containing such notice or delivering such notice personally or
by
telephone not later than during the first day preceding the day on which such
meeting is to be held to each director. Unless otherwise stated in the notice
thereof any and all business may be transacted at any meeting.
Section
4. Quorum and Organization of Meetings.
A
third
of the total number of members of the Board of Directors as constituted from
time to time, but in no event less than three, shall constitute a quorum for
the
transaction of business; but if at any meeting of the Board of Directors, there
shall be less than a quorum present, a majority of those present may adjourn
the
meeting from time to time, and the meeting may be held as adjourned without
further notice or waiver. Except as otherwise provided by law or by the
Certificate of Incorporation, as amended, or by these By-Laws, a majority of
the
directors present at any duly constituted meeting may decide any question
brought before such meeting.
The
Board
of Directors shall elect one of its members to be Chairman of the Board of
Directors. The Chairman of the Board of Directors shall lead the Board of
Directors in fulfilling its responsibilities as set forth in these By-Laws,
including its responsibility to oversee the performance of the Company, and
shall determine the agenda and perform all other duties and exercise all other
powers which are or from time to time may be delegated to him or her by the
Board of Directors.
Meetings
of the Board of Directors shall be presided over by the Chairman of the Board
of
Directors, or in his or her absence, by such other person as the Board of
Directors may designate or the members present may select.
Section
5. Powers.
In
addition to the powers and authorities by these By-Laws expressly conferred
upon
them, the Board of Directors shall have and may exercise all such powers of
the
Company and do all such lawful acts and things that are not by statute or by
the
Certificate of Incorporation, as amended, or by these By-Laws directed or
required to be exercised or done by the stockholders. Without prejudice to
or
limitation of such general powers and any other powers conferred by statute,
or
by the Certificate of Incorporation, as amended, or by these By-Laws, the Board
of Directors shall have the following powers:
(1)
To
determine, subject to the requirements of law and of Section 5 of Article FOURTH
of the Certificate of Incorporation, as amended, what, if any, dividends shall
be declared and paid to the stockholders out of net profits, current or
accumulated, or out of surplus or other assets of the Company available for
dividends.
(2)
To
fix, and from time to time to vary, the amount of working capital of the
Company, and to set aside from time to time out of net profits, current or
accumulated, or surplus of the Company such amount or amounts as they in their
discretion may deem necessary and proper as, or as a safeguard to the
maintenance of, working capital, as a reserve for contingencies, as a reserve
for repairs, maintenance, or rehabilitation, or as a reserve for revaluation
of
profits of the Company or for such other proper purpose as may in the opinion
of
the directors be in the best interests of the Company; and in their sole
discretion to abolish or modify any such provision for working capital or any
such reserve, and to credit the amount thereof to net profits, current or
accumulated, or to the surplus of the Company.
(3)
To
purchase, or otherwise acquire for the Company, any business, property, rights
or privileges which the Company may at the time be authorized to acquire, at
such price or consideration and generally on such terms and conditions as they
think fit; and at their discretion to pay therefor either wholly or partly
in
money, stock, bonds, debentures or other securities of the Company.
(4)
To
create, make and issue mortgages, bonds, deeds of trust, trust agreements or
negotiable or transferable instruments or securities, secured by mortgage or
otherwise, and to do every other act and thing necessary to effect the
same.
(5)
To
appoint any person or corporation to accept and hold in trust for the Company
any property belonging to the Company, or in which it is interested, or for
any
other purpose, and to execute such deeds and do all things requisite in relation
to any such trust.
(6)
To
delegate any of the powers of the Board in the course of the business of the
Company to any officer, employee or agent, and to appoint any person the agent
of the Company, with such powers (including the power to subdelegate) and upon
such terms as the Board may think fit.
(7)
To
remove any officer of the Company with or without cause, and from time to time
to devolve the powers and duties of any officer upon any other person for the
time being.
(8)
To
confer upon any officer of the Company the power to appoint, remove and suspend
subordinate officers, agents and employees.
(9)
To
determine who shall be authorized on the Company's behalf, either generally
or
specifically, to make and sign bills, notes, acceptances, endorsements, checks,
releases, receipts, contracts, conveyances, and all other written instruments
executed on behalf of the Company.
(10)
To
make and change regulations, not inconsistent with these By-Laws, for the
management of the Company's business and affairs.
(11)
To
adopt and, unless otherwise provided therein, to amend and repeal, from time
to
time, a bonus or supplemental compensation plan for employees (including
employees who are officers or directors) of the Company or any subsidiary.
Power
to construe, interpret, administer, modify or suspend such plan shall be vested
in the Board of Directors or a committee thereof.
(12)
To
adopt a retirement plan, or plans, for the purpose of making retirement payments
to employees (including employees who are officers or directors) of the Company
or of any subsidiary thereof; and to adopt a group insurance plan, or plans,
for
the purpose of enabling employees (including employees who are officers or
directors) of the Company or of any subsidiary thereof to acquire insurance
protection; any such retirement plan or insurance plan, unless otherwise
provided therein, shall be subject to amendment or revocation by the Board
of
Directors.
Section
6. Reliance upon Books, Reports and Records.
Each
director, each member of any committee designated by the Board of Directors
and
each officer, in the performance of his or her duties, shall be fully protected
in relying in good faith upon the books of account or reports made to the
Company by any of its officials, or by an independent certified public
accountant, or by an appraiser selected with reasonable care by the Board of
Directors or by any such committee, or in relying in good faith upon other
records of the Company.
Section
7. Compensation of Directors.
Directors,
as such, may receive, pursuant to resolution of the Board of Directors, fixed
fees and other compensation for their services as directors, including, without
limitation, services as Chairman of the Board of Directors, or members of
committees of the directors or as chairmen thereof; provided, however, that
nothing herein contained shall be construed to preclude any director from
serving the Company in any other capacity and receiving compensation
therefor.
ARTICLE
IV
COMMITTEES
Section
1. Committees of the Board of Directors.
There
are
hereby established as committees of the Board of Directors an Audit Committee,
a
Compensation Committee, an Environmental and Public Policy Committee, a Finance
Committee, and a Nominating and Governance Committee, each of which shall have
the powers and functions set forth in Sections 2, 3, 4, 5, and 6 hereof,
respectively, and such additional powers as may be delegated to it by the Board
of Directors. The Board of Directors may from time to time establish additional
standing committees or special committees of the Board of Directors, each of
which shall have such powers and functions as may be delegated to it by the
Board of Directors. The Board of Directors may abolish any committee established
by or pursuant to this Section 1 as it may deem advisable. Each such committee
shall consist of one or more directors, the exact number being determined from
time to time by the Board of Directors; provided, however, that membership
on
the Audit Committee and on the Compensation Committee shall be limited to
directors who are not officers or employees of the Company. Designations of
the
Chairman and members of each such committee, and, if desired, a Vice Chairman
and alternates for members, shall be made by the Board of Directors. Each such
committee shall have a secretary who shall be designated by its chairman. A
vice
chairman of a committee shall act as the chairman of the committee in the
absence or disability of the chairman.
Section
2. Audit Committee.
The
Audit
Committee shall select and engage, on behalf of the Company, independent public
accountants to (1) audit the books of account and other corporate records of
the
Company and (2) perform such other duties as the Committee may from time to
time
prescribe. The Committee shall transmit financial statements certified by such
independent public accountants to the Board of Directors after the close of
each
fiscal year. The selection of independent public accountants for each fiscal
year shall be made in advance of the annual meeting of stockholders in such
fiscal year and shall be submitted for ratification or rejection at such
meeting. The Committee shall confer with such accountants and review and approve
the scope of the audit of the books of account and other corporate records
of
the Company. The Committee shall have the power to confer with and direct the
officers of the Company to the extent necessary to review the internal controls,
accounting practices, financial structure and financial reporting of the
Company. From time to time the Committee shall report to and advise the Board
of
Directors concerning the results of its consultation and review and such other
matters relating to the internal controls, accounting practices, financial
structure and financial reporting of the Company as the Committee believes
merit
review by the Board of Directors. The Committee also shall perform such other
functions and exercise such other powers as may be delegated to it from time
to
time by the Board of Directors.
Section
3. Compensation Committee.
The
Compensation Committee shall fix from time to time the salaries of members
of
the Board of Directors who are officers or employees of the Company, the
President, and of any and all Vice Chairmen of the Company, Executive Vice
Presidents, Group Vice Presidents, Senior Vice Presidents and Vice Presidents
of
the Company. The Committee from time to time shall consider and make
recommendations to the Board of Directors, to the Chairman of the Board of
Directors and to the President with respect to the management organization
of
the Company, the nominations or elections of officers of the Company, senior
management succession plans and the appointments of such other employees of
the
Company as shall be referred to the Committee. It also shall perform such
functions as may be delegated to it under the provisions of any bonus,
supplemental compensation, special compensation or stock option plan of the
Company.
Section
4. Environmental and Public Policy Committee.
The
Environmental and Public Policy Committee shall review all aspects of the
Company's policies and practices that relate to environmental, public policy
and
corporate citizenship considerations facing the Company worldwide. From time
to
time the Committee shall report and make recommendations to the Board of
Directors concerning the results of its review and such other matters relating
to the foregoing matters as the Committee believes merit consideration by the
Board of Directors. The Committee also shall perform such other functions and
exercise such other powers as may be delegated to it from time to time by the
Board of Directors.
Section
5. Finance Committee.
The
Finance Committee shall review all aspects of the Company's policies and
practices that relate to the management of the financial affairs of the Company,
not inconsistent, however, with law or with such specific directions as to
the
conduct of affairs as shall have been given by the Board of Directors. The
Committee shall have the authority to approve capital expenditures related
to
product programs within the annual product program budget approved by the Board.
The Committee shall report periodically to the Board regarding approval of
such
capital expenditures. The
Committee also shall perform such other functions and exercise such other powers
as may be delegated to it from time to time by the Board of Directors. From
time
to time the Committee shall report and make recommendations to the Board of
Directors concerning the results of its review and such other matters relating
to the foregoing matters as the Committee believes merit consideration by the
Board of Directors.
Section
6. Nominating and Governance Committee.
The
Nominating and Governance Committee from time to time shall consider and make
recommendations to the Board of Directors and to
the
Chairman of the Board of Directors with respect to the nominations or elections
of directors of the Company.
The
Committee from time to time shall consider the size, composition, functioning
and compensation of
the
Board of Directors and make recommendations to the Board of Directors with
respect to such matters. Prior to the annual meeting of stockholders each year,
and prior to any special meeting of stockholders at which a director is to
be
elected, the Committee shall recommend to the Board of Directors persons
proposed to constitute the nominees whose election at such meeting will be
recommended by the Board of Directors.
The
authority vested in the Committee by this section shall not derogate from the
power of individual members of the Board of Directors to recommend or place
in
nomination persons other than those recommended by the Committee.
The
Committee also shall perform such other functions and exercise such other powers
as may be delegated to it from time to time by the Board of
Directors.
Section
7. Other Committees.
The
Board
of Directors, or any committee, officer or employee of the Company may establish
additional standing committees or special committees to serve in an advisory
capacity or in such other capacities as may be permitted by law, by the
Certificate of Incorporation and by the By-Laws. The members of any such
committee need not be members of the Board of Directors. Any committee
established pursuant to this Section 7 may be abolished by the person or body
by
whom it was established as he, she or it may deem advisable. Each such committee
shall consist of two or more members, the exact number being determined from
time to time by such person or body. Designations of members of each such
committee and, if desired, alternates for members, shall be made by such person
or body, at whose will all such members and alternates shall serve. The chairman
of each such committee shall be designated by such person or body. Each such
committee shall have a secretary who shall be designated by the chairman.
Section
8. Rules and Procedures.
Each
committee may fix its own rules and procedures and shall meet at such times
and
places as may be provided by such rules, by resolution of the committee, or
by
call of the chairman or vice chairman. Notice of meeting of each committee,
other than of regular meetings provided for by its rules or resolutions, shall
be given to committee members. The presence of one-third of its members, but
not
less than two, shall constitute a quorum of any committee, and all questions
shall be decided by a majority vote of the members present at the meeting.
All
action taken at each committee meeting shall be recorded in minutes of the
meeting.
Section
9. Application of Article.
Whenever
any provision of any other document relating to any committee of the Company
named therein shall be in conflict with any provision of this Article IV, the
provisions of this Article IV shall govern, except that if such other document
shall have been approved by the stockholders, voting as provided in the
Certificate of Incorporation, or by the Board of Directors, the provisions
of
such other document shall govern.
ARTICLE
V
OFFICERS
Section
1. Officers.
The
officers of the Company 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. Chief Executive Officer.
Subject
to the provisions of these By-Laws and to the direction of the Board of
Directors and the Executive Chairman of the Board of Directors, the Chief
Executive Officer shall have ultimate authority for decisions relating to the
general management and control of the affairs and business of the Company and
shall perform all other duties and exercise all other powers commonly incident
to the position of Chief Executive Officer or which are or from time to time
may
be delegated to him or her by the Executive Chairman of the Board of Directors
or by the Board of Directors, or which are or may at any time be authorized
or
required by law. He or she may redelegate from time to time and to the full
extent permitted by law, in writing, to officers or employees of the Company
any
or all of such duties and powers, and any such redelegation may be either
general or specific. Whenever he or she so shall delegate any of his or her
authority, he or she shall file a copy of the redelegation with the Secretary
of
the Company.
Section
4. President.
There
shall be a President 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, he or she shall have
such
powers and shall perform such duties as from time to time may be delegated
to
him or her by the Board of Directors, 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.
Section
5. 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
6. 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
7. 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
8. 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
9. 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
10. Salaries.
Salaries
of officers, agents or employees shall be fixed from time to time by the Board
of Directors or by such committee or committees, or person or persons, if any,
to whom such power shall have been delegated by the Board of Directors. An
employment contract, whether with an officer, agent or employee, if expressly
approved or specifically authorized by the Board of Directors, may fix a term
of
employment thereunder; and such contract, if so approved or authorized, shall
be
valid and binding upon the Company in accordance with the terms thereof,
provided that this provision shall not limit or restrict in any way the right
of
the Company at any time to remove from office, discharge or terminate the
employment of any such officer, agent or employee prior to the expiration of
the
term of employment under any such contract, except that the Company shall not
thereby be relieved of any continuing liability for salary or other compensation
provided for in such contract.
ARTICLE
VI
RESIGNATIONS,
REMOVALS AND VACANCIES
Section
1. Resignations.
Any
director, officer or agent of the Company, or any member of any committee,
may
resign at any time by giving written notice to the Board of Directors, to the
Chairman of the Board of Directors, to the President or to the Secretary of
the
Company. Any such resignation shall take effect at the time specified therein,
or if the time be not specified therein, then upon receipt thereof. The
acceptance of such resignation shall not be necessary to make it
effective.
Section
2. Removals.
At
any
meeting thereof called for the purpose, the holders of Common Stock and the
holders of Class B Stock voting as provided in subsection 1.6 of Article FOURTH
of the Certificate of Incorporation, as amended, may remove from office or
terminate the employment of any director, officer or agent with or without
cause; and the Board of Directors, by vote of not less than a majority of the
entire Board at any meeting thereof called for the purpose, may, at any time,
remove from office or terminate the employment of any officer, agent or member
of any committee.
Section
3. Vacancies.
Subject
to the last sentence of Section 1 of Article III, any vacancy in the office
of
any director, officer or agent through death, resignation, removal,
disqualification, increase in the number of directors or other cause may be
filled by the Board of Directors (in the case of vacancies in the Board, by
the
affirmative vote of a majority of the directors then in office, even though
less
than a quorum remains) and the person so elected shall hold office until his
or
her successor shall have been elected and shall have qualified.
ARTICLE
VII
CAPITAL
STOCK-DIVIDENDS-SEAL
Section
1. Certificates
of Shares; 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.
Section
2. Addresses of Stockholders.
It
shall
be the duty of every stockholder to notify the Company of his or her post office
address and of any change therein. The latest address furnished by each
stockholder shall be entered on the original stock ledger of the Company and
the
latest address appearing on such original stock ledger shall be deemed
conclusively to be the post office address and the last-known post office
address of such stockholder. If any stockholder shall fail to notify the Company
of his or her post office address, it shall be sufficient to send corporate
notices to such stockholder at the address, if any, understood by the Secretary
to be his or her post office address, or in the absence of such address, to
such
stockholder, at the General Post Office in the City of Wilmington, State of
Delaware.
Section
3. Lost, Destroyed or Stolen Certificate.
Any
person claiming a stock certificate in lieu of one lost, destroyed or stolen,
shall give the Company an affidavit as to his, her or its ownership of the
certificate and of the facts which go to prove that it has been lost, destroyed
or stolen. If required by the Board of Directors, he, she or it also shall
give
the Company a bond, in such form as may be approved by the Board of Directors,
sufficient to indemnify the Company against any claim that may be made against
it on account of the alleged loss of the certificate or the issuance of a new
certificate.
Section
4. Fixing a Record Date.
The
Board
of Directors may fix in advance a date not exceeding (i) sixty (60) days
preceding the date of any meeting of stockholders, or the date for payment
of
any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of stock shall go into effect (other than
conversions or exchanges pursuant to Sections 2, 3 or 4 of Article FOURTH of
the
Certificate of Incorporation, as amended), as a record date for the
determination of the stockholders entitled to notice of and to vote at any
such
meeting and any adjournment thereof, or entitled to payment of any such dividend
or to any such allotment of rights or to exercise the rights in respect of
any
such change, or conversion or exchange of stock (other than conversions or
exchanges pursuant to Sections 2, 3 or 4 of Article FOURTH of the Certificate
of
Incorporation, as amended), or (ii), ten (10) days after adoption of the
resolution fixing such date, as a record date for the determination of the
stockholders entitled to consent in writing to corporate action; and in any
such
case, such stockholders and only such stockholders, as shall be stockholders
of
record on the date so fixed, shall be entitled, subject to the provisions of
Article FOURTH of the Certificate of Incorporation, as amended, to such notice
of and to vote at such meeting and any adjournment thereof or to receive payment
of such dividend or to receive such allotment of rights or to exercise such
rights or to give such consent, as the case may be, notwithstanding any transfer
of any stock on the books of the Company after such record date.
Section
5. Regulations.
The
Board
of Directors shall have power and authority to make all such rules and
regulations not inconsistent with any of the provisions of Sections 2, 3, 4
or 5
of Article FOURTH of the Certificate of Incorporation, as amended, as it may
deem expedient, concerning the issue, transfer and registration of certificates
for shares of the stock of the Company.
Section
6. Corporate Seal.
The
corporate seal shall have inscribed thereon the name of the Company, the year
of
its organization, and the words "Corporate Seal" and "Delaware." If and when
so
authorized by the Board of Directors, a duplicate of the seal may be kept and
used by the Secretary or Treasurer or by any Assistant Secretary or Assistant
Treasurer.
ARTICLE
VIII
EXECUTION
OF CONTRACTS AND OTHER DOCUMENTS
Section
1. Contracts, etc.
Except
as
otherwise prescribed in these By-Laws, such officers, employees or agents of
the
Company as shall be specified by the Board of Directors shall sign, in the
name
and on behalf of the Company, all deeds, bonds, contracts, mortgages and other
instruments or documents, the execution of which shall be authorized by the
Board of Directors; and such authority may be general or confined to specific
instances. Except as so authorized by the Board of Directors, no officer, agent
or employee of the Company shall have power or authority to bind the Company
by
any contract or engagement or to pledge, mortgage, sell or otherwise dispose
of
its credit or any of its property or to render it pecuniarily liable for any
purpose or in any amount.
Section
2. Checks, Drafts, etc.
Except
as
otherwise provided in these By-Laws, all checks, drafts, notes, bonds, bills
of
exchange or other orders, instruments or obligations for the payment of money
shall be signed by such officer or officers, employee or employees, or agent
or
agents, as the Board of Directors shall by resolution direct. The Board of
Directors may, in its discretion, also provide by resolution for the
countersignature or registration of any or all such orders, instruments or
obligations for the payment of money.
ARTICLE
IX
FISCAL
YEAR
The
fiscal year of the Company shall begin the first day of January in each
year.
ARTICLE
X
MISCELLANEOUS
Section
1. Original Stock Ledger.
As
used
in these By-Laws and in the Certificate of Incorporation, as amended, the words
"original stock ledger" shall mean the record maintained by the Secretary of
the
Company of the name and address of each of the holders of shares of any class
of
stock of the Company, and the number of shares and the numbers of the
certificates for such shares held by each of them, taking into account transfers
at the time made by and recorded on the transfer sheets of each of the Transfer
Agents of the Company although such transfers may not then have been posted
in
the record maintained by the Secretary.
Section
2. Notices and Waivers Thereof.
Whenever
any notice whatever is required by these By-Laws or by the Certificate of
Incorporation, as amended, or by any of the laws of the State of Delaware to
be
given to any stockholder, director or officer, such notice, except as otherwise
provided by the laws of the State of Delaware, may be given personally or by
telephone or be given by cablegram, facsimile transmission, mailgram, radiogram,
telegram or other form of recorded communication, addressed to such stockholder
at the address set forth as provided in Section 2 of Article VII, or to such
director or officer at his or her Company location, if any, or at such address
as appears on the books of the Company, or the notice may be given in writing
by
depositing the same in a post office, or in a regularly maintained letter box,
in a postpaid, sealed wrapper addressed to such stockholder at the address
set
forth in Section 2 of Article VII, or to such director or officer at his or
her
Company location, if any, or such address as appears on the books of the
Company.
Any
notice given by cablegram, mailgram, radiogram or telegram shall be deemed
to
have been given when it shall have been delivered for transmission. Any notice
given by facsimile transmission or other form of recorded communication shall
be
deemed to have been given when it shall have been transmitted. Any notice given
by mail shall be deemed to have been given when it shall have been
mailed.
A
waiver
of any such notice in writing, including by cablegram, facsimile transmission,
mailgram or telegram, signed or dispatched by the person entitled to such notice
or by his or her duly authorized attorney, whether before or after the time
stated therein, shall be deemed equivalent to the notice required to be given,
and the presence at any meeting of any person entitled to notice thereof shall
be deemed a waiver of such notice as to such person.
Section
3. Voting upon Stocks.
The
Board
of Directors (whose authorization in this connection shall be necessary in
all
cases) may from time to time appoint an attorney or attorneys or agent or agents
of the Company, or may at any time or from time to time authorize the 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.
ARTICLE
XI
AMENDMENTS
The
Board
of Directors shall have power to make, alter, amend or repeal the By-Laws of
the
Company by vote of not less than a majority of the entire Board at any meeting
of the Board. The holders of Common Stock and the holders of Class B Stock
voting as provided in subsection 1.6 of Article FOURTH of the Certificate of
Incorporation, as amended, shall have power to make, alter, amend or repeal
the
By-Laws at any regular or special meeting, if the substance of such amendment
be
contained in the notice of such meeting of stockholders.