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Title: |
By-Laws [Amended 2000] |
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Date: |
2000 |
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$41 |
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#198525 |
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BY-LAWS
of
INTERNATIONAL BUSINESS MACHINES CORPORATION
Adopted April 29, 1958
As Amended Through
July 25, 2000
TABLE OF CONTENTS
ARTICLE I PAGE
Definitions 1
ARTICLE II
MEETINGS OF STOCKHOLDERS
SEC. 1. Place of Meetings 1
SEC. 2. Annual Meetings 1
SEC. 3. Special Meetings 2
SEC. 4. Notice of Meetings 2
SEC. 5. Quorum 2
SEC. 6. Organization 3
SEC. 7. Items of Business 3
SEC. 8. Voting 4
SEC. 9. List of Stockholders 5
SEC. 10. Inspectors of Election 5
ARTICLE III
BOARD OF DIRECTORS
SEC. 1. General Powers 6
SEC. 2. Number; Qualifications;
Election; Term of Office 6
SEC. 3. Place of Meetings 6
SEC. 4. First Meeting 6
SEC. 5. Regular Meetings 6
SEC. 6. Special Meetings 6
SEC. 7. Notice of Meetings 6
SEC. 8. Quorum and Manner of Acting 7
SEC 9. Organization 7
SEC. 10. Resignations 7
SEC. 11. Vacancies 7
SEC. 12. Retirement of Directors 7
- i -
ARTICLE IV
EXECUTIVE AND OTHER COMMITTEES
SEC. 1. Executive Committee 8
SEC. 2. Powers of the Executive
Committee 8
SEC. 3. Meetings of the Executive
Committee 8
SEC. 4. Quorum and Manner of
Acting of the Executive
Committee 9
SEC. 5. Other Committees 9
SEC. 6. Changes in Committees;
Resignations; Removals;
Vacancies 10
ARTICLE V
OFFICERS
SEC. 1. Number and Qualifications 10
SEC. 2. Resignations 10
SEC. 3. Removal 11
SEC. 4. Vacancies 11
SEC. 5. Chairman of the Board 11
SEC. 6. Vice Chairman of the Board 11
SEC. 7. President 11
SEC. 8. Designated Officers 12
SEC. 9. Executive Vice
Presidents, Senior Vice
Presidents and Vice Presidents 12
SEC. 10. Treasurer 12
SEC. 11. Secretary 13
SEC. 12. Controller 14
SEC. 13. Compensation 14
- ii -
ARTICLE VI
CONTRACTS, CHECKS, DRAFTS,
BANK ACCOUNTS, ETC.
SEC. 1. Execution of Contracts 14
SEC. 2. Loans 14
SEC. 3. Checks, Drafts, etc 15
SEC. 4. Deposits 15
SEC. 5. General and Special Bank
Accounts 15
SEC. 6. Indemnification 15
ARTICLE VII
SHARES
SEC. 1. Stock Certificates 16
SEC. 2. Books of Account and Record of
Stockholders 16
SEC. 3. Transfers of Stock 16
SEC. 4. Regulations 17
SEC. 5. Fixing of Record Date 17
SEC. 6. Lost, Destroyed or Mutilated
Certificates 17
SEC. 7. Inspection of Records 18
SEC. 8. Auditors 18
ARTICLE VIII
OFFICES
SEC. 1. Principal Office 18
SEC. 2. Other Offices 18
ARTICLE IX
Waiver of Notice 18
- iii -
ARTICLE X
Fiscal Year 19
ARTICLE XI
Seal 19
ARTICLE XII
Amendments 19
- iv -
BY-LAWS
OF
INTERNATIONAL BUSINESS MACHINES CORPORATION
ARTICLE I
DEFINITIONS
In these By-laws, and for all purposes hereof, unless there be something
in the subject or context inconsistent therewith:
(a) 'Corporation' shall mean International Business Machines Corporation.
(b) 'Certificate of Incorporation' shall mean the restated Certificate of
Incorporation as filed on May 27, 1992, together with any and all amendments and
subsequent restatements thereto.
(c) 'Board' shall mean the Board of Directors of the Corporation.
(d) 'stockholders' shall mean the stockholders of the Corporation.
(e) 'Chairman of the Board', 'Vice Chairman of the Board', 'Chairman of
the Executive Committee', 'Chief Executive Officer,' 'Chief Financial Officer',
'Chief Accounting Officer', 'President', 'Executive Vice President', 'Senior
Vice President', 'Vice President', 'Treasurer', 'Secretary', or 'Controller', as
the case may be, shall mean the person at any given time occupying the
particular office with the Corporation.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. Place of Meetings. Meetings of the stockholders of the
Corporation shall be held at such place either within or outside the State of
New York as may from time to time be fixed by the Board or specified or fixed in
the notice of any such meeting.
SECTION 2. Annual Meetings. The annual meeting of the stockholders of the
Corporation for the election of directors and for the transaction of such other
business as may properly come before the meeting shall be held on the last
Tuesday of April of each year, if not a legal holiday, or, if such day shall be
a legal holiday, then on the next succeeding day not a legal holiday. If any
annual meeting shall not be held on the day designated herein, or if the
directors to be elected at such annual
1
meeting shall not have been elected thereat or at any adjournment thereof, the
Board shall forthwith call a special meeting of the stockholders for the
election of directors to be held as soon thereafter as convenient and give
notice thereof as provided in these By-laws in respect of the notice of an
annual meeting of the stockholders. At such special meeting the stockholders may
elect the directors and transact other business with the same force and effect
as at an annual meeting of the stockholders duly called and held.
SECTION 3. Special Meetings. Special meetings of the stockholders, unless
otherwise provided by law, may be called at any time by the Chairman of the
Board or by the Board.
SECTION 4. Notice of Meetings. Notice of each meeting of the stockholders,
annual or special, shall be given in the name of the Chairman of the Board, a
Vice Chairman of the Board or the President or a Vice President or the
Secretary. Such notice shall state the purpose or purposes for which the meeting
is called and the date and hour when and the place where it is to be held. A
copy thereof shall be duly delivered or transmitted to all stockholders of
record entitled to vote at such meeting, and all stockholders of record who, by
reason of any action proposed to be taken at such meeting, would be entitled to
have their stock appraised if such action were taken, not less than ten or more
than sixty days before the day on which the meeting is called to be held. If
mailed, such copy shall be directed to each stockholder at the address listed on
the record of stockholders of the Corporation, or if the stockholder shall have
filed with the Secretary a written request that notices be mailed to some other
address, it shall be mailed to the address designated in such request.
Nevertheless, notice of any meeting of the stockholders shall not be required to
be given to any stockholder who shall waive notice thereof as hereinafter
provided in Article IX of these By-laws. Except when expressly required by law,
notice of any adjourned meeting of the stockholders need not be given nor shall
publication of notice of any annual or special meeting thereof be required.
SECTION 5. Quorum. Except as otherwise provided by law, at all meetings of
the stockholders, the presence of holders of record of a majority of the
outstanding shares of stock of the Corporation having voting power, in person or
represented by proxy and entitled to vote thereat, shall be necessary to
constitute a quorum for the transaction of business. In the absence of a quorum
at any such meeting or any adjournment or adjournments thereof, a majority in
voting interest of those present in person or represented by proxy and entitled
to vote thereat, or, in the absence of all the stockholders, any officer
entitled to preside at, or to act as secretary of, such meeting, may adjourn
such meeting from time to time without further notice, other than by
announcement at the meeting at which such adjournment shall be taken, until a
quorum shall be present thereat. At any adjourned meeting at which a quorum
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