EXHIBIT 3.3
BYLAWS
of
DEERE & COMPANY
(Adopted July 30, 1958; Amended May 28, 1997)
ARTICLE I - IDENTIFICATION
SECTION 1. NAME. The name of the Company is Deere & Company (hereinafter
referred to as the "Company").
SECTION 2. OFFICES. The principal office of the Company in Delaware shall be
in the City of Wilmington, County of New Castle, State of Delaware. The Company
may maintain, change or discontinue its other offices, including its principal
business office in the County of Rock Island, State of Illinois, and may have
such other offices both within and outside of the State of Delaware as its
business may require.
SECTION 3. SEAL. The seal of the Company shall be circular in form and mounted
upon a metal die, suitable for impressing the same upon paper. About the upper
periphery of the seal shall appear the words "Deere & Company" and about the
lower periphery thereof the word "Delaware". In the center of the seal shall
appear a representation of a leaping deer.
SECTION 4. FISCAL YEAR. The fiscal year of the Company shall begin on the
first day of November in each calendar year and end on the last day of October
in the following calendar year.
ARTICLE II - THE STOCKHOLDERS
SECTION 1. PLACE OF MEETINGS. Annual meetings of the stockholders for the
election of directors shall be held at the principal business office of the
Company in Rock Island County, State of Illinois. Meetings of the stockholders
for any other purpose may be held at such place within the State of Delaware or
the State of Illinois as may be specified by the Chairman or the Board of
Directors.
SECTION 2. ANNUAL MEETING. The annual meeting of the stockholders, at which
they shall elect directors by ballot and by plurality vote and may transact such
other business as may properly be brought before the meeting in accordance with
Section 3 of Article II of these Bylaws, shall be held at ten o'clock in the
morning, local time, on the last Wednesday in February of each year or on such
business day and at such time and at such place as may be designated by the
Board of Directors. If the date designated for the annual meeting is a legal
holiday then the annual meeting shall be held on the first following day that is
not a legal holiday.
SECTION 3. NOMINATION OF DIRECTORS AND OTHER BUSINESS.
(a) Only persons who are nominated in accordance with the following procedures
shall be eligible for election as directors. Nominations of persons for
election as directors may be made at a meeting of stockholders only (i) by
or at the direction of the Board of Directors, (ii) by any person or
persons authorized to do so by the Board or (iii) by any
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stockholder of the Company entitled to vote for the election of directors
at the meeting who complies with the notice procedures set forth in this
Section 3. Such nomination, other than those made by or at the direction
of the Board or by persons authorized by the Board, shall be made
pursuant to timely notice in writing to the Secretary of the Company.
Such stockholder's notice to the Secretary of a proposed nomination
shall set forth, as to each person whom the stockholder proposes to
nominate for election or re-election as a director, (i) the name, age,
business address and residence address of the person, (ii) the principal
occupation or employment of the person, (iii) the class and number of
shares of capital stock of the Company which are beneficially owned by
the person, and (iv) any other information relating to the person that
is required to be disclosed in solicitations for proxies for election of
directors pursuant to Regulation 14A under the Securities Exchange Act
of 1934, as now or hereafter amended; such notice shall further set
forth, as to the stockholder giving the notice, (i) the name and record
address of such stockholder and (ii) the class and number of shares of
the Company which are beneficially owned by such stockholder. The
Company may require any proposed nominee to furnish such other
information as may reasonably be required by the Company to determine
the eligibility of such proposed nominee to serve as director. No person
shall be eligible for election as a director of the Company unless
nominated in accordance with the procedures set forth herein and unless
qualified under the other provisions of these bylaws. If the Chairman of
the meeting determines that a nomination was not made in accordance with
the foregoing procedure, he shall so declare to the meeting and the
defective nomination shall be disregarded.
(b) To be properly brought before any annual or special meeting of
stockholders, business must be either (i) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the
Board, (ii) otherwise properly brought before the meeting by or at the
direction of the Board, or (iii) otherwise properly brought before the
meeting by a stockholder. In addition to any other applicable requirements,
for business to be properly brought before a meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the
Secretary of the Company. A stockholder's notice to the Secretary shall set
forth with respect to each matter the stockholder proposes to bring before
the meeting (i) a brief description of the business desired to be brought
before the meeting and the reasons for conducting such business at the
meeting, (ii) the name and record address of the stockholder proposing such
business, (iii) the class and number of shares of the Company which are
beneficially owned by the stockholder, and (iv) any material interest of
the stockholder in such business. Notwithstanding anything in these bylaws
to the contrary, no business shall be conducted at any meeting of
stockholders except in accordance with the procedures set forth in this
Section 3, PROVIDED, HOWEVER, that nothing in this Section 3 shall be
deemed to preclude discussion by any stockholder of any business properly
brought before the meeting. If the Chairman of the meeting determines that
such business was not properly brought before the meeting in accordance
with the foregoing procedure, he shall so declare to the meeting, any such
business not properly brought before the meeting shall not be transacted.
(c) To be timely, a stockholder's notice of nomination or other business must
be delivered to, or mailed and received at, the principal executive offices
of the Company, not less than 90 days nor more than 120 days prior to the
meeting; PROVIDED, HOWEVER, that in the event that less than 105 days'
notice or prior public disclosure of the date of the
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meeting is given or made to stockholders, notice by the stockholder to
be timely must be so received not later than the close of business on
the 15th day following the day on which such notice of the date of the
annual meeting was mailed or such public disclosure was made, whichever
first occurs.
SECTION 4. SPECIAL MEETINGS. Special meetings of the stockholders may be
called by the Chairman or the Board of Directors. The business transacted at any
special meeting of the stockholders shall be limited to the purposes stated in
the notice for the meeting.
SECTION 5. NOTICE OF MEETINGS. Written notice of each meeting of stockholders,
stating the place, day and hour of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than ten nor more than sixty days before the date of the
meeting, either personally or by mail, by or at the direction of the Chairman or
the Secretary to each stockholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail addressed to the stockholder at his address as it appears on the
stock transfer books of the Company, with postage thereon prepaid.
SECTION 6. FIXING OF RECORD DATES. In order that the Company may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.
SECTION 7. VOTING LIST. The Secretary shall prepare and make, or cause to be
prepared and made, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at such meeting, arranged in
alphabetical order, showing the address of 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, and the list shall be produced and kept at the time and
place of the meeting during the whole time thereof, and subject to the
inspection of any stockholder who may be present.
SECTION 8. QUORUM AND ADJOURNED MEETINGS. The holders of a majority of the
shares entitled to vote at any meeting of stockholders, present in person or by
proxy, shall constitute a quorum at such meeting except as otherwise provided by
statute. Whenever a quorum shall be present at any meeting all matters shall be
decided by vote of the holders of a majority of the shares present, unless
otherwise provided by statute, the certificate of incorporation, or by these
bylaws.
Meetings of stockholders may be adjourned from time to time for any reason and,
if a quorum shall not be present, the holders of the shares entitled to vote
present in person or by proxy,
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may so adjourn the meeting. When a meeting is adjourned to another time or
place, unless the bylaws otherwise require, notice need not be given of the
adjourned meeting if the time and place thereof are announced at the meeting
at which the adjournment is taken except that, if the adjournment is for more
than thirty 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. At the adjourned
meeting the Company may transact any business which might have been
transacted at the original meeting. If a quorum shall not be present at any
meeting of the Board of Directors the directors present thereat may adjourn
the meeting from time to time, without notice other than at the meeting,
until a quorum shall be present.
SECTION 9. VOTING AT MEETINGS. Unless otherwise required by law, the
certificate of incorporation or these bylaws, each stockholder shall at every
meeting of the stockholders be entitled to one vote in person or by proxy for
each share of the capital stock having voting power held by such stockholder,
but no proxy shall be voted after three years from its date, unless the proxy
provides for a longer period.
SECTION 10. ORGANIZATION. The Chairman shall preside at all meetings of the
stockholders. In the absence or inability to act of the Chairman, the Vice
Chairman, the President or an Executive Vice President (in that order) shall
preside, and in their absence or inability to act another person designated by
one of them shall preside. The Secretary of the Company shall act as secretary
of each meeting of the stockholders. In the event of his absence or inability to
act, the chairman of the meeting shall appoint a person who need not be a
stockholder to act as secretary of the meeting.
SECTION 11. INSPECTORS OF VOTING. Except as otherwise provided by statute, the
Chairman or in his absence the chairman of the meeting, shall appoint inspectors
of voting for each meeting of stockholders.
SECTION 12. MEETING PROCEDURES. Meetings of the stockholders shall be
conducted in a fair manner but need not be governed by any prescribed rules of
order. The presiding officer's rulings on procedural matters shall be final. The
presiding officer is authorized to impose reasonable time limits on the remarks
of individual stockholders and may take such steps as such officer may deem
necessary or appropriate to assure that the business of the meeting is conducted
in a fair and orderly manner.
ARTICLE III - THE BOARD OF DIRECTORS
SECTION 1. NUMBER AND QUALIFICATIONS. The business and affairs of the Company
shall be under the direction of or managed by a Board of Directors who need not
be residents of the State of Delaware or stockholders of the Company. The number
of directors may be increased or decreased from time to time by resolution of
the Board of Directors, provided no decrease shall have the effect of shortening
the term of any incumbent director.
Persons who are or have been officers of the Company, other than persons who
hold or have held either or both of the office of Chairman and Chief Executive
Officer and the office of President, shall not be elected directors of the
Company for terms beginning after the date they retire from active employment
with the Company. No candidate shall be elected director of the Company for a
term beginning after his or her 70th birthday.
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SECTION 2. ELECTION. Directors shall be elected by class for three year
terms as specified in the Certificate of Incorporation at the annual meeting
of stockholders, except as provided in Section 3 of this Article and except
as required under the terms of any preferred shares, and each director
elected shall hold office during the term for which he is elected and until
his successor is elected and qualified. A director may be removed only for
cause.
SECTION 3. VACANCIES. Any vacancies occurring in the Board of Directors and
newly created directorships resulting from any increase in the authorized number
of directors may be filled by a majority of the remaining directors though less
than a quorum of the Board of Directors, or by the sole remaining director, and
any director so chosen shall hold office until the next election of the class
for which he was chosen and until his successor is duly elected and qualified.
SECTION 4. REGULAR MEETINGS. Regular meetings of the Board of Directors shall
be held at nine-thirty o'clock in the morning, local time, or at such other time
as may be established from time to time by resolution of the Board of Directors,
on the last Wednesday of May and August, and the first Wednesday in December,
and immediately following the adjournment of the Annual Meeting of stockholders
on the last Wednesday in February in each year. Should any of such days be a
legal holiday, the meeting shall be held at the same time on the first following
day that is not a legal holiday. The February meeting shall be held at the same
place as the annual meeting of stockholders. All other regular meetings shall be
held at the principal business office of the Company in Rock Island County,
Illinois, or at any other place either within or outside the State of Delaware
approved in writing not less than ten days in advance of the meeting by a
majority of the number of directors then in office or approved at the last
preceding regular meeting of the Board of Directors.
SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors may be
held upon call of the Chairman at any time; special meetings also shall be
called by the Chairman or by the Secretary whenever requested by one-third of
the directors then in office. Such meetings shall be held at the principal
business office of the Company in Rock Island County, Illinois, or at any other
place either within or outside the State of Delaware as is designated in the
call and notice for the meeting.
SECTION 6. NOTICE OF MEETINGS. No notice of any kind shall be necessary for
regular meetings of the Board of Directors to be held at the principal business
office of the Company in Rock Island County, Illinois.
Notice of special meetings of the Board of Directors wherever held in the United
States other than Alaska or Hawaii, and notice of regular meetings of the Board
of Directors to be held at a place in the United States other than at the
principal business office of the Company and other than in Alaska or Hawaii
shall be given by letter, telegram, cable or radiogram addressed to each
director's regular business office and delivered for transmission not later than
during the second day immediately preceding the day for such meeting. One day
personal, telegraphic or telephonic notice given by the Chairman, Secretary or
any other officer, shall be sufficient notice of the calling of a special
meeting; provided that such persons may give shorter notice if that is deemed
necessary or appropriate under the circumstances provided that the shorter
notice is actually received by the director prior to the meeting and provision
is made at the meeting for participation by means of telecommunication, as
permitted by Section 10 of this Article.
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Notice of special meetings and of regular meetings of the Board of Directors
to be held at a place in Alaska or Hawaii or outside the United States shall
be given by letter, telegram, cable or radiogram addressed to each director's
regular business office and delivered for transmission not later than during
the tenth day immediately preceding the day for such meeting.
Notice of any meeting of the Board of Directors for which a notice is
required may be waived in writing signed by the person or persons entitled to
such notice, whether before or after the time of such meeting, and such
waiver shall be equivalent to the giving of such notice. Attendance of a
director at any such meeting shall constitute a waiver of notice thereof,
except where a director attends a meeting for the express purpose of
objecting to the transaction of any business because such meeting is not
lawfully convened. Neither the business to be transacted at nor the purpose
of any meeting of the Board of Directors for which a notice is required need
be specified in the notice, or waiver of notice, of such meeting.
SECTION 7. QUORUM. A majority of the number of directors in office shall
constitute a quorum for the transaction of business. The act of a majority of
the directors present at a meeting at which a quorum is present shall be the
act of the Board of Directors except as otherwise provided by law or these
bylaws. [During an emergency period following a national catastrophe, due to
enemy attack, a majority of the surviving members of the Board of Directors
who have not been rendered incapable of acting as the result of physical or
mental incapacity or the difficulty of transportation to the place of the
meeting shall constitute a quorum for the purpose of filling vacancies in the
Board of Directors and among the elected officers of the Company.]
SECTION 8. ORGANIZATION. The Chairman shall preside at all meetings of the
Board of Directors. In the absence or inability to act of the Chairman, the
Vice Chairman, the President or an Executive Vice President (in that order)
shall preside, and in their absence or inability to act another director
designated by one of them shall preside.
SECTION 9. ACTIONS BY WRITTEN CONSENT. 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 prior to such action a written consent
thereto is signed by all members of the Board or of such committee as the
case may be, and such written consent is filed with the minutes of
proceedings of the Board or such committee.
SECTION 10. MEETINGS BY MEANS OF TELECOMMUNICATION. Members of the Board of
Directors of the Company, or any committee designated by the Board of
Directors, may participate in a meeting of the Board of Directors or such
committee by means of a 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 Section 10 shall
constitute presence in person at such meeting.
SECTION 11. INTERESTED DIRECTORS: QUORUM.
(a) No contract or transaction between the Company and one or more of its
directors or officers, or between the Company and any other corporation,
partnership, association or other organization in which one or more of its
directors or officers are directors or officers, or have a financial
interest, shall be void or voidable solely for this reason, or
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solely because the director or officer is present at or participates in the
meeting of the Board or committee thereof which authorizes the contract or
transaction, or solely because his or their votes are counted for such
purpose, if:
(1) The material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the Board of
Directors or the committee, and the Board or committee in good faith
authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested
directors be less than a quorum; or
(2) The material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the shareholders
entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the shareholders; or
(3) The contract or transaction is fair as to the Company as of the time
it is authorized, approved, or ratified by the Board of Directors, a
committee thereof or the shareholders.
(b) Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or of a committee which
authorizes the contract or transaction.
SECTION 12. COMPENSATION. The Board of Directors, by the affirmative vote of a
majority of the whole Board, and irrespective to any personal interest of its
members, shall provide reasonable compensation of all directors for services,
ordinary or extraordinary, to the Company as directors, officers or otherwise.
Directors shall be paid their actual expenses of attendance at each meeting of
the Board of Directors and committees thereof.
ARTICLE IV - EXECUTIVE COMMITTEE
SECTION 1. DESIGNATION AND MEMBERS. During the intervals between meetings of
the Board of Directors and subject to such limitations as may be imposed by law
and these bylaws, an Executive Committee shall have and may exercise all of the
authority of the Board of Directors in the management of the business and
affairs of the Company. The membership of such Executive Committee shall include
the Chairman and such other directors as are designated by the Board of
Directors at the recommendation of the Chairman.
This designation of the Executive Committee and the delegation of authority
granted to it shall not operate to relieve the Board of Directors, or any
director, of any responsibility imposed upon it or him by law. No member of the
Executive Committee shall continue to be a member thereof after he ceases to be
a director of the Company.
SECTION 2. LIMITATION OF POWERS. Neither the Executive Committee, nor any
other Board Committee, shall have the authority of the Board of Directors in
reference to amending the certificate of incorporation; adopting an agreement of
merger or consolidation with another corporation or corporations; amending,
altering or repealing the bylaws; electing or removing the Chairman, Vice
Chairman, President, any Executive Vice President or any Senior Vice President;
declaring dividends; or amending, altering or repealing any resolution of the
Board of
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Directors which by its terms provides that it shall not be amended, altered
or repealed by the Executive Committee. Nor, unless specifically authorized
by the Board of Directors, shall the Executive Committee have the authority
of the Board of Directors in reference to incurring indebtedness for a term
of longer than one year except that this limitation shall not apply to
indebtedness of up to five years which (i) do not involve registration with
the Securities & Exchange Commission and (ii) do not result in a total of
indebtedness of $50,000,000 for a term longer than one year to any one
lender, nor shall this limitation apply to the guaranty of an indebtedness
which runs longer than one year.
In any resolution of the Board of Directors providing for action to be taken
or approval to be given by, or a report to be made to, the Board, the term
"Board of Directors" standing alone shall not be deemed to mean the Executive
Committee.
All minutes of meetings of the Executive Committee shall be submitted to the
next succeeding meeting of the Board of Directors, provided that no rights
other than those of the Company shall be affected by any revision or
alteration by the Board of Directors of actions of the Executive Committee.
SECTION 3. PROCEDURE, MEETINGS, QUORUM. The Chairman shall preside at all
meetings of the Executive Committee. In the absence or inability to act of
the Chairman, the Vice Chairman, the President or an Executive Vice President
(in that order) shall preside, and in their absence or inability to act
another member designated by one of them shall preside.
The Executive Committee shall keep a record of its acts and proceedings.
Meetings of the Executive Committee shall be called at the request of any
member of the Committee with the concurrence of the Chairman, or in the event
of his absence or inability to act, the Vice Chairman, or in the event of the
Vice Chairman's absence or inability to act, the President or an Executive
Vice President of the Company, in the order of their availability. Such
meeting shall be held at such location as shall be stated in the notice for
such meetings.
Meetings of the Executive Committee may be held upon notice given by word of
mouth or written notice delivered during regular business hours to the office
of each member or at other times to his residence. In the case of a meeting
held at the principal business office of the Company in Rock Island County,
Illinois, such notice may be given at any time prior to said meeting. In the
case of a meeting held at any place in the United States other than the
principal business office and other than Alaska or Hawaii, such notice may be
given 48 hours prior to said meeting. In the case of a meeting held in Alaska
or Hawaii or elsewhere outside the United States, such notice may be given
four days prior to said meeting.
A majority of the members of the Executive Committee shall constitute a
quorum for the transaction of any business, and the act of a majority of the
members present at a meeting at which a quorum is present shall be the act of
the Executive Committee.
ARTICLE V - BOARD COMMITTEES OTHER THAN THE EXECUTIVE COMMITTEE
SECTION 1. GENERAL PROVISIONS. The Board of Directors may from time to time
establish such committees of the Board as it shall deem appropriate in
addition to the Executive Committee. The resolution establishing each such
committee shall state its powers and duties
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and the number of directors who shall be members. The membership of and
committee chairman of each such committee shall be designated by the Board of
Directors upon the recommendation of the Chairman. No such committee of the
Board shall exercise any of the powers of the Board other than those set
forth in such resolution establishing the committee, as such resolution may
be amended from time to time.
SECTION 2. PROCEDURES, MEETINGS, QUORUM. Meetings of such Board committees may
be held on call of the Chairman of the committee or upon call issued by the
Secretary of the Company at the request of a majority of the committee.
Unless stated otherwise in the resolution establishing a committee, a majority
of the members shall constitute a quorum for the conduct of business.
Meetings of such Board committees may be held at such place as may be designated
in the notice of meeting. Notice of meetings shall be given by the Secretary of
the Company and shall be by word of mouth delivered to the office of the
committee member not later than the third day before the meeting or in writing
or by telegram mailed or sent not later than the fourth day before the meeting.
The notice need not specify the business to be conducted at a meeting.
ARTICLE VI - THE OFFICERS
SECTION 1. NUMBER AND QUALIFICATIONS. The principal corporate officers of the
Company shall consist of a Chairman, a President, a Secretary, and a Treasurer;
and the Company may have a Vice Chairman, one or more Executive Vice Presidents,
one or more Senior Vice Presidents, one or more Vice Presidents, a General
Counsel, a Comptroller and such other corporate officers and assistant officers
as may be elected or appointed pursuant to these Bylaws. The Chairman, Vice
Chairman and President shall be chosen from among the directors, but no other
officer need be a director. The Company may also have such divisional officers
as may be elected or appointed pursuant to these Bylaws. Any number of offices
may be held by the same person.
SECTION 2. GENERAL DUTIES. All corporate and any divisional officers so
designated by the Board of Directors or the Chairman ("Designated Divisional
Officers"), shall have such authority and perform such duties as officers of the
Company as may be provided by or delegated in accordance with Sections 7 through
16 of these Bylaws, or as may be determined by resolution of the Board of
Directors not inconsistent with these bylaws. All agents and employees of the
Company not elected by the Board of Directors may be appointed by the Chairman
or by persons authorized by him to do so, to serve for such time and to have
such duties as the appointing authority may determine from time to time.
SECTION 3. ELECTION AND TERM OF OFFICE. All corporate officers and each
Designated Divisional Officer shall be elected annually by the Board of
Directors at its regular meeting in February of each year. Each such corporate
and divisional officer shall hold office for one year and until his successor is
elected and qualified, or until he shall have resigned, or shall have been
removed in the manner provided in Section 4.
SECTION 4. REMOVAL. Any corporate or divisional officer may be removed by the
Board of Directors, and any corporate officer below the rank of Senior Vice
President or divisional officer other than a Designated Divisional Officer may
be removed by the Chairman, whenever in the
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judgment of the Board or the Chairman, respectively, the interests of the
Company will be served thereby. Such removal shall be without prejudice to
the contract rights, if any, of the person removed. Election of an officer
shall not of itself create contract rights.
SECTION 5. RESIGNATIONS. Any officer may resign at any time by giving written
notice to the Board of Directors or to the Chairman. Such resignation shall take
effect at the time specified therein and, unless specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
SECTION 6. VACANCIES. The Board of Directors may at any time create and fill
new offices and may at any time fill the unexpired portion of the term of any
vacant office. In addition, as to any corporate office below the rank of Senior
Vice President, or any divisional office below the rank of Designated Divisional
Officer, the Chairman may at any time create and fill new offices and may at any
time fill the unexpired term of any such office.
SECTION 7. CHAIRMAN. The Chairman shall be the chief executive officer of the
Company and as such shall have the active executive management of the operations
of the Company, and shall see that the orders and resolutions of the Board of
Directors and of the Executive Committee are carried into effect. He shall have
power to execute in the name of the Company all bonds, contracts, other
obligations and property conveyances which are duly authorized, and he shall
have all the powers and perform all duties devolving upon him by law and as head
of the Company. He may call special meetings of the stockholders and of the
Board of Directors. From time to time he shall bring to the attention of the
Board of Directors such information or recommendations concerning the business
and affairs of the Company as he may deem necessary or appropriate. When present
he shall preside at all meetings of the stockholders, of the Board of Directors
and of the Executive Committee.
SECTION 8. VICE CHAIRMAN. The Vice Chairman shall be the second ranking
officer of the Company. He shall have such powers and perform such duties as the
Board of Directors may from time to time prescribe or as the Chairman may from
time to time delegate to him. In the absence or inability to act of the
Chairman, the Vice Chairman shall act as the chief executive officer of the
Company and shall perform the duties of the Chairman.
SECTION 9. PRESIDENT. The President shall have such powers and perform such
duties as the Board of Directors may from time to time prescribe or as the Chief
Executive Officer may from time to time delegate to him. In the absence or
inability to act of the Chairman and the Vice Chairman, the President shall
perform the duties of Chairman.
SECTION 10. EXECUTIVE VICE PRESIDENTS. Each Executive Vice President shall
have such powers and perform such duties as the Board of Directors may from time
to time prescribe or as the Chairman may from time to time delegate to him. In
the absence or inability to act of the Chairman, the Vice Chairman and the
President, an Executive Vice President present shall act as the chief executive
officer of the Company and shall perform the duties of the Chairman.
SECTION 11. SENIOR VICE PRESIDENTS. Each Senior Vice President shall have such
powers and perform such duties as the Board of Directors may from time to time
prescribe or as the Chairman may from time to time delegate to him. In the
absence or inability to act of the Chairman, the Vice Chairman, the President
and Executive Vice Presidents, the duties of the
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Chairman shall be performed by a Senior Vice President present, acting in
such order of priority as shall be designated by the Chairman.
SECTION 12. VICE PRESIDENTS. Each Vice President shall have such powers and
perform such duties as the Board of Directors may from time to time prescribe or
as the Chairman may from time to time delegate to him.
SECTION 13. SECRETARY. The Secretary shall act as secretary of all meetings of
the stockholders, the Board of Directors and the Executive Committee. He shall
prepare and keep or cause to be kept in books provided for the purpose minutes
of all meetings of the stockholders, the Board of Directors and the Executive
Committee; shall see that all notices are duly given in accordance with the
provisions of these bylaws and as required by law, shall be custodian of the
records and of the seal of the Company and see that the seal is affixed to all
documents, the execution of which on behalf of the Company under its seal is
duly authorized and, in general, he shall perform all duties incident to the
office of Secretary and as required by law and such other duties as may be
assigned to him from time to time by the Board of Directors or by the Chairman.
Each Assistant Secretary (if one or more Assistant Secretaries be elected) shall
assist the Secretary in his duties and shall perform such other duties as the
Board of Directors may prescribe from time to time, or the Chairman or the
Secretary may delegate to him from time to time. In the event of the absence or
inability to act of the Secretary, his duties shall be performed by an Assistant
Secretary designated by the Chairman.
SECTION 14. TREASURER. The Treasurer shall have charge and custody of, and be
responsible for, all moneys, notes and securities in the possession of the
Company, and deposit all funds in the name of the Company in such banks, trust
companies or other depositories as he may select; shall receive, and give
receipts for, moneys due and payable to the Company from any source whatsoever;
and, in general, he shall perform all the duties incident to the office of
Treasurer and as required by law and such other duties as may be assigned to him
from time to time by the Board of Directors or by the Chairman.
Each Assistant Treasurer (if one or more Assistant Treasurers be elected) shall
assist the Treasurer in his duties and shall perform such other duties as the
Board of Directors may prescribe from time to time, or the Chairman or the
Treasurer may delegate to him from time to time. In the event of the absence or
inability to act of the Treasurer, his duties shall be performed by an Assistant
Treasurer designated by the Chairman.
SECTION 15. GENERAL COUNSEL. The General Counsel shall be the chief legal
advisor of the Company as to all matters affecting the Company and its business
and, in general, he shall perform all the duties incident to the office of
General Counsel and such other duties as may be assigned to him from time to
time by the Board of Directors or by the Chairman.
SECTION 16. COMPTROLLER. The Comptroller shall direct the preparation and
maintenance, on a current basis, of such accounting books, records and reports
as may be necessary to permit the directors, officers and executives of the
Company to exercise adequate planning and control of the business of the Company
or as may be required by law; and in general, he shall perform all the duties
incident to the office of Comptroller and such other duties as may be assigned
to him from time to time by the Board of Directors or by the Chairman.
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ARTICLE VII - ACTS WITH RESPECT TO SECURITIES OWNED
SECTION 1. ACTS WITH RESPECT TO SECURITIES OWNED. Subject always to the
specific directions of the Board of Directors, the Chairman, the Vice Chairman,
the President, an Executive Vice President, a Senior Vice President, a Vice
President, or the Treasurer on behalf of the Company may exercise all the
rights, powers and privileges of ownership, including the right to vote, by
proxy or otherwise, any security or securities owned by the Company (including
reacquired shares of capital stock of the Company). The endorsement of such
officers may be attested by the Secretary or an Assistant Secretary either with
or without affixing thereto the corporate seal.
ARTICLE VIII - OTHER PROVISIONS
SECTION 1. CERTIFICATES OF STOCK. The shares of the corporation may be
represented by a certificate or may be uncertificated. Certificates to evidence
ownership of stock of the Company shall be in such form as the Board of
Directors shall from time to time approve. The Chairman, President, Chief
Financial Officer or the Treasurer is authorized to appoint a transfer agent and
registrar for the stock of the Company and to make all other appointments of
agents related to the stock of the Company. The Chairman, President, Chief
Financial Officer or the Treasurer may adopt such regulations concerning the
authority and duties of the transfer agent and registrar, the transfer and
registration of certificates of stock and the substitution or replacement of
lost, stolen, destroyed or mutilated certificates as such officer shall see fit.
SECTION 2. LOANS. The Company may lend money to, or guarantee any obligation
of, or otherwise assist any officer or other employee of the Company or of any
of its subsidiaries, including any officer or employee who is a director of the
Company or of any of its subsidiaries, whenever, in the judgment of the Board of
Directors, such loan, guaranty or assistance may reasonably be expected to
benefit the Company. The loan, guaranty or other assistance may be with or
without interest and may be unsecured or secured in such manner as the Board of
Directors shall approve including, without limitation, a pledge of shares of
stock of the Company.
SECTION 3. AMENDMENT OF BYLAWS. In addition to such power of amendment as is
vested by law in the shareholders, the Board of Directors is authorized to
alter, amend or repeal the bylaws at any meeting of the Board of Directors by
the affirmative vote of a majority of the number of directors then in office.
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