|
|
|
|
Document Preview By-Laws [Amended and Restated] |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
By-Laws [Amended and Restated] |
|||
|
Entities: |
||||
|
Date: |
2001 |
|||
|
Size: |
78KB total |
|||
|
Price: |
$49 |
|||
|
ID: |
#311646 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
AMENDED AND RESTATED
BY-LAWS
of
PRUDENTIAL FINANCIAL, INC.
A New Jersey Corporation
Effective _______ ___, 2001
{PAGE}
AMENDED AND RESTATED
BY-LAWS
OF
PRUDENTIAL FINANCIAL, INC.
(hereinafter called the "Corporation")
ARTICLE I
OFFICES
-------
Section 1. Registered Office. The registered office of the Corporation
-----------------
shall be in the City of Newark, County of Essex, State of New Jersey.
Section 2. Other Offices. The Corporation may also have offices at other
-------------
places, both within and without the State of New Jersey.
{PAGE}
ARTICLE II
MEETINGS OF SHAREHOLDERS
------------------------
Section 1. Place of Meetings. Meetings of the shareholders for the election
-----------------
of directors or for any other purpose shall be held at such time and place,
either within or without the State of New Jersey, as shall be designated from
time to time by the Board of Directors and stated in the notice of the meeting
or in a duly executed waiver of notice thereof.
Section 2. Annual Meetings. The annual meetings of shareholders shall be
---------------
held on such date and at such time as shall be designated from time to time by
the Board of Directors and stated in the notice of the meeting, at which
meetings the shareholders shall elect directors and transact such other business
as may properly be brought before the meeting. Written notice of the annual
meeting stating the place, date and hour of the meeting and the purpose or
purposes for which such meeting is called, shall be given to each shareholder of
record entitled to vote at such meeting not less than ten nor more than sixty
days before the date of the meeting.
Section 3. Special Meetings. Unless otherwise prescribed by law or by the
----------------
certificate of incorporation of the Corporation, as amended or restated from
time to time (the "Certificate of Incorporation"), special meetings of
shareholders, for any purpose or purposes, may be called by either (i) the
Chairman of the Board of Directors, (ii) the Chief Executive Officer, (iii) the
President, (iv) the Board of Directors, or (v) holders of not less than 25% of
the shares entitled to vote at
{PAGE}
a meeting. Written notice of a special meeting shall state the place, date and
hour of the meeting and the purpose or purposes for which the meeting is called
and shall be given not less than ten nor more than sixty days before the date of
the meeting to each shareholder of record entitled to vote at such meeting. At a
special meeting of the shareholders, only such business shall be conducted as
shall be specified in the notice of meeting (or any supplement thereto).
Section 4. Quorum. The Certificate of Incorporation shall establish the
------
percentage of shares entitled to vote, that shall constitute a quorum at
meetings of the shareholders for the transaction of business. A quorum, once
established, shall not be broken by the withdrawal of enough votes to leave less
than a quorum. If, however, such quorum shall not be present or represented at
any meeting of the shareholders, the shareholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. When a meeting is
adjourned to another time and place, notice of such time and place shall not be
required if such time and place are announced at the meeting at which the
adjournment is taken and at the adjourned meeting at which a quorum is present
or represented such business is transacted which might have been transacted at
the meeting as originally noticed. 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
{PAGE}
given to each shareholder of record entitled to vote at the meeting not less
than ten nor more than sixty days before the date of the meeting.
For purposes of the foregoing, where a separate vote by class or classes is
required for any matter, the holders of the number of shares specified by the
Certificate of Incorporation as constituting a quorum shall constitute a quorum
to take action with respect to that vote on that matter. Two or more classes or
series of stock shall be considered a single class if the holders thereof are
entitled to vote together as a single class at the meeting.
Section 5. Proxies. Any shareholder entitled to vote may do so in person or
-------
by his or her proxy appointed by an instrument in writing subscribed by such
shareholder or by his or her attorney thereunto authorized, delivered to the
Secretary of the meeting; provided, however, that no proxy shall be voted or
-------- -------
acted upon after eleven months from its date, unless said proxy expressly
provides for a longer period. Without limiting the manner in which a shareholder
may authorize another person or persons to act for him or her as proxy, either
of the following shall constitute a valid means by which a shareholder may grant
such authority:
(i) A shareholder may execute a writing authorizing another person or
persons to act for him or her as proxy. Execution may be accomplished by the
shareholder or his or her authorized officer, director, employee or agent
signing such writing or causing his or her signature to be
{PAGE}
affixed to such writing by any reasonable means, including, but not limited to,
by facsimile signature.
(ii) A shareholder may authorize another person or persons to act for
him or her as proxy by transmitting or authorizing the transmission of a
telegram, cable, telephonic transmission or, to the extent permitted by
law, other means of electronic transmission to the person who will be the
holder of the proxy or to a proxy solicitation firm, proxy support service
organization or like agent duly authorized by the person who will be the
holder of the proxy to receive such transmission.
Section 6. Voting. At all meetings of the shareholders at which a quorum is
------
present, except as otherwise required by law, the Certificate of Incorporation
or these By-Laws, any question brought before the meeting shall be decided by
the affirmative vote of a majority of the votes cast at the meeting by the
holders of shares entitled to vote thereon. The Board of Directors, in its
discretion, or the Chairman of the meeting, in his or her discretion, may
require that any votes cast at such meeting shall be cast by written ballot.
Section 7. Nature of Business at Annual Meeting of Shareholders. No
----------------------------------------------------
business may be transacted at an annual meeting of shareholders, other than
business that is either (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors (or
any duly authorized committee thereof), (b) otherwise properly brought before
the annual meeting by or
{PAGE}
at the direction of the Board of Directors (or any duly authorized committee
thereof) or (c) otherwise properly brought before the annual meeting by any
shareholder of the Corporation (i) who is a shareholder of record on the date of
the giving of the notice provided for in this Section 7 and on the record date
for the determination of shareholders entitled to vote at such annual meeting
and (ii) who complies with the notice procedures set forth in this Section 7.
In addition to any other applicable requirements, for business to be
properly brought before an annual meeting by a shareholder, such shareholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation.
To be timely, a shareholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation not
less than one hundred twenty (120) days nor more than one hundred and fifty
(150) days prior to the anniversary date of the immediately preceding annual
meeting of shareholders; provided, however, that in the event that the annual
-------- -------
meeting is called for a date that is not within thirty (30) days before or after
such anniversary date, notice by the shareholder in order to be timely must be
so received not later than the close of business on the tenth (10th) day
following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure of the date of the annual meeting was made,
whichever first occurs.
To be in proper written form, a shareholder's notice to the Secretary must
set forth as to each matter such shareholder proposes to bring before the annual
{PAGE}
meeting (i) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and record address of such shareholder, (iii) the class
or series and number of shares of capital stock of the Corporation which are
owned beneficially or of record by such shareholder, (iv) a description of all
arrangements or understandings between such shareholder and any other person or
persons (including their names) in connection with the proposal of such business
by such shareholder and any material interest of such shareholder in such
business and (v) a representation that such shareholder intends to appear in
person or by proxy at the annual meeting to bring such business before the
meeting.
No business shall be conducted at the annual meeting of shareholders except
business brought before the annual meeting in accordance with the procedures set
forth in this Section 7, provided, however, that, once business has been
-------- -------
properly brought before the annual meeting in accordance with such procedures,
nothing in this Section 7 shall be deemed to preclude discussion by any
shareholder of any such business. If the Chairman of an annual meeting
determines that business was not properly brought before the annual meeting in
accordance with the foregoing procedures, the Chairman shall declare to the
meeting that the business was not properly brought before the meeting and such
business shall not be transacted.
The order of business at each annual or special meeting of shareholders
shall be as determined by the Chairman of the meeting. The Chairman
{PAGE}
of the meeting shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts and things as are necessary
or desirable for the proper conduct of the meeting, including, without
limitation, the establishment of procedures for the maintenance of order and
safety, limitations on the time allotted to questions or comments on the affairs
of the Corporation, restrictions on entry to such meeting after the time
prescribed for the commencement thereof and the opening and closing of the
voting polls.
Section 8. List of Shareholders Entitled to Vote. The officer or agent of
-------------------------------------
the Corporation who has charge of the stock ledger of the Corporation shall
prepare and make a complete list of the shareholders entitled to vote at the
shareholders' meeting or any adjournment thereof, arranged in alphabetical order
by class, series or group of shareholders maintained by the Corporation, and
showing the address of each shareholder entitled to vote at the shareholders'
meeting and the number of shares registered in the name of each such
shareholder. The list shall be produced (or available by means of visual
display) and kept at the time and place of the meeting for inspection of any
shareholder of the Corporation present at the meeting for a reasonable period
during the meeting.
Section 9. Stock Ledger. The stock ledger of the Corporation shall be the
------------
only evidence as to who are the shareholders entitled to examine the stock
ledger, the list required by Section 8 of this Article II or the books of the
Corporation, or to vote in person or by proxy at any meeting of shareholders.
{PAGE}
Section 10. Record Date. In order that the Corporation may determine the
-----------
shareholders entitled to notice of or to vote at any meeting of shareholders 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 a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors and which record date: (1) in
the case of determination of shareholders entitled to vote at any meeting of
shareholders or adjournment thereof, shall not be more than sixty nor less than
ten days before the date of such meeting; and (2) in the case of any other
action, shall not be more than sixty days prior to such other action. If no
record date is fixed: (1) the record date for determining shareholders entitled
to notice of or to vote at a meeting of shareholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held; and (2) the record date for determining shareholders
for any other purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto. A determination of
shareholders of record entitled to notice of or to vote at a meeting of
shareholders 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.
{PAGE}
Section 11. Inspectors of Election. In advance of any meeting of
----------------------
shareholders, the Board by resolution or the Chairman of the Board of Directors
or Chief Executive Officer shall appoint one or more inspectors of election to
act at the meeting and make a written report thereof. One or more other persons
may be designated as alternate inspectors to replace any inspector who fails to
act. If no inspector or alternate is present, ready and willing to act at a
meeting of shareholders, the Chairman of the meeting shall appoint one or more
inspectors to act at the meeting. Unless otherwise required by law, inspectors
may be officers, employees or agents of the Corporation, although no person
standing for election as a director at a meeting may serve as an inspector for
such meeting. Each inspector, before entering upon the discharge of his or her
duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his or her
ability. The inspector shall have the duties prescribed by law and shall take
charge of the polls and, when the vote is completed, shall make a certificate of
the result of the vote taken and of such other facts as may be required by law.
ARTICLE III
DIRECTORS
---------
Section 1. Number and Election of Directors. The Board of Directors shall
--------------------------------
consist of not less than ten nor more than twenty-four members, the exact number
of which shall be determined from time to time by resolution adopted by the
Board of Directors. The directors elected by the shareholders shall be
classified, with respect to the time for which they severally hold office, into
three classes, as nearly equal in
{PAGE}
number as possible, as determined by the Board of Directors, one class to hold
office initially for a term expiring at the annual meeting of shareholders to be
held in [2002] , another class to hold office initially for a term expiring at
the annual meeting of shareholders to be held in [2003], and another class to
hold office initially for a term expiring at the annual meeting of shareholders
to be held in [2004], with the members of each class to hold office until their
successors are elected and qualified. At each annual meeting of shareholders,
the successors of the class of directors whose term expires at that meeting
shall be elected to hold office for a term expiring at the annual meeting of
shareholders held in the third year following the year of their election and
until their successors shall have been elected and qualified. Except as provided
in Section 3 of this Article III, directors shall be elected by a plurality of
votes cast by the shareholders entitled to vote at the annual meetings of
shareholders, and each director so elected shall hold office for the term set
forth above and until such director's successor is duly elected and qualified,
or until such director's death, or until such director's earlier resignation or
removal. The directors may appoint a Chairman of the Board, who may, in the
Board's discretion, also be the Chief Executive Officer of the Corporation.
Section 2. Nomination of Directors. Only persons who are nominated in
-----------------------
accordance with the following procedures shall be eligible for election as
directors of the Corporation, except as may be otherwise provided in the
Certificate of Incorporation with respect to the right of holders of preferred
stock of the Corporation to nominate and elect a specified number of directors
in certain
{PAGE}
circumstances. Nominations of persons for election to the Board of Directors may
be made at any annual meeting of shareholders, or at any special meeting of
shareholders called for the purpose of electing directors. Nominations may be
made either (a) by or at the direction of the Board of Directors (or any duly
authorized committee thereof) or (b) by any shareholder of the Corporation (i)
who is a shareholder of record on the date of the giving of the notice provided
for in this Section 2 and on the record date for the determination of
shareholders entitled to vote at such meeting and (ii) who complies with the
notice procedures set forth in this Section 2.
In addition to any other applicable requirements, for a nomination to be
made by a shareholder, such shareholder must have given timely notice thereof in
proper written form to the Secretary of the Corporation.
To be timely, a shareholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation (a)
in the case of an annual meeting, not less than one hundred and twenty (120)
days nor more than one hundred and fifty (150) days prior to the anniversary
date of the immediately preceding annual meeting of shareholders; provided,
--------
however, that in the event that the annual meeting is called for a date that is
-------
not within thirty (30) days before or after such anniversary date, notice by the
shareholder in order to be timely must be so received not later than the close
of business on the tenth (10th) day following the day on which such notice of
the date of the annual meeting was mailed or such public disclosure of the date
of the annual meeting was made, whichever first
{PAGE}
occurs; and (b) in the case of a special meeting of shareholders called for the
purpose of electing directors, not later than the close of business on the tenth
(10th) day following the day on which notice of the date of the special meeting
was mailed or public disclosure of the date of the special meeting was made,
whichever first occurs. To be in proper written form, a shareholder's notice to
the Secretary must set forth (a) as to each person whom the shareholder proposes
to nominate for 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 or series and number of shares of capital stock of
the Corporation which are owned beneficially or of record by the person and (iv)
any other information relating to the person that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors pursuant to
Section 14 of the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder (together with any successor laws, rules and
regulations, the "Exchange Act"); and (b) as to the shareholder giving the
notice (i) the name and record address of such shareholder, (ii) the class or
series and number of shares of capital stock of the Corporation which are owned
beneficially or of record by such shareholder, (iii) a description of all
arrangements or understandings between such shareholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such shareholder, (iv) a
representation that such shareholder intends to appear in person or by proxy at
the meeting to nominate the persons named in its notice and (v)
{PAGE}
any other information relating to such shareholder that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors pursuant to
Section 14 of the Exchange Act. Such notice must be accompanied by a written
consent of each proposed nominee agreeing to be named as a nominee and to serve
as a director, if elected.
No person shall be eligible for election as a director of the Corporation
unless nominated in accordance with the procedures set forth in this Section 2.
If the Chairman of the meeting determines that a nomination was not made in
accordance with the foregoing procedures, the Chairman shall declare to the
meeting that the nomination was defective and such defective nomination shall be
disregarded.
Section 3. Vacancies. Subject to the terms of any one or more classes or
---------
series of Preferred Stock, any vacancy on the Board of Directors that
results from an increase in the number of directors or any other vacancy
occurring on the Board of Directors, however resulting, may be filled solely by
the affirmative vote of a majority of the remaining Board of Directors, even
though less than a quorum of the Board of Directors, or by a sole remaining
director, unless otherwise required by law. Notwithstanding the foregoing,
whenever the holders of any one or more class or classes or series of Preferred
Stock of the Corporation shall have the right, voting separately as a class, to
elect directors at an annual or special meeting of
{PAGE}
shareholders, the election, term of office, filling of vacancies and other
features of such directorships shall be governed by the Certificate of
Incorporation.
Section 4. Duties and Powers. The business of the Corporation shall be
-----------------
managed by or under the direction of the Board of Directors which may exercise
all such powers of the Corporation and do all such lawful acts and things,
except as otherwise provided in the BCA or by the Certificate of Incorporation.
Section 5. Organization. At each meeting of the Board of Directors, the
------------
Chairman of the Board of Directors, or, in his or her absence, a director chosen
by a majority of the directors present, shall act as Chairman. The Secretary of
the Corporation shall act as Secretary at each meeting of the Board of
Directors. In case the Secretary shall be absent from any meeting of the Board
of Directors, an Assistant Secretary shall perform the duties of Secretary at
such meeting; and in the absence from any such meeting of the Secretary and all
the Assistant Secretaries, the Chairman of the meeting may appoint any person to
act as Secretary of the meeting.
Section 6. Resignations and Removals of Directors. Any director of the
--------------------------------------
Corporation may resign at any time, by giving written notice to the Chairman of
the Board of Directors, the Chief Executive Officer or the Secretary of the
Corporation. Such resignation shall take effect at the time therein specified
or, if no time is specified, immediately; and, unless otherwise specified in
such notice, the acceptance of such resignation shall not be necessary to make
it effective. Except as otherwise required by law and subject to the rights, if
any, of the holders of shares of Preferred Stock then outstanding, any director
or the entire Board of Directors may
{PAGE}
be removed from office at any time, but only for cause, and only by the vote of
80% of the votes cast at a meeting of shareholders by the holders of shares
entitled to vote for the election of directors; provided, however, that the
number of affirmative votes cast at such meeting of shareholders is at least 50%
of the total number of issued and outstanding shares entitled to vote thereon.
Section 7. Meetings. The Board of Directors of the Corporation may hold
--------
meetings, both regular and special, either within or without the State of New
Jersey. Regular meetings of the Board of Directors may be held at such time and
at such place as may from time to time be determined by the Board of Directors
and, unless required by resolution of the Board of Directors, without notice.
Special meetings of the Board of Directors may be called by the Chairman of the
Board of Directors, the Chief Executive Officer, the Vice Chairman, if there be
one, or a majority of the directors then in office. Notice thereof stating the
place, date and hour of the meeting shall be given to each director either by
mail not less than forty-eight (48) hours before the date of the meeting, by
telephone, facsimile or telegram on twenty-four (24) hours' notice, or on such
shorter notice as the person or persons calling such meeting may deem necessary
or appropriate in the circumstances.
Section 8. Quorum. Except as may be otherwise required by law, the
------
Certificate of Incorporation or these By-Laws, at all meetings of the Board of
Directors, the lesser of eleven directors or a majority of the entire Board of
Directors shall constitute a quorum for the transaction of business and the act
of a majority of the directors present at any meeting at which there is a quorum
shall be the act of the
{PAGE}
Board of Directors. 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 announcement at the meeting of the time and
place of the adjourned meeting (provided the period of adjournment does not
exceed ten days in any one adjournment), until a quorum shall be present.
Section 9. Actions of Board. Unless otherwise provided by the Certificate
----------------
of Incorporation or these By-Laws, any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting, if, prior to or subsequent to the action, all the
members of the Board of Directors or committee, as the case may be, consent
thereto in writing, and the written consents are filed with the minutes of
proceedings of the Board of Directors or committee.
Section 10. Meetings by Means of Conference Telephone. Unless otherwise
-----------------------------------------
provided by the Certificate of Incorporation or these By-Laws, members of the
Board of Directors of the Corporation, 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. Committees. The Board of Directors may, by resolution adopted
----------
by a majority of the entire Board of Directors, designate one or more
{PAGE}
committees, each committee to consist of one or more of the directors of the
Corporation; provided, however that in any event the Board shall designate
Audit, Compensation and Corporate Governance Committees that shall be composed
entirely of directors who are not officers or employees of the Corporation or
any of its affiliates, and such Committees shall be constituted to comply in all
respects with the organizational requirements of applicable laws, rules,
regulations and stock exchange listing requirements. The Board of Directors, by
resolution adopted by a majority of the entire Board of Directors, may designate
one or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of any such committee with all
powers of such absent or disqualified member. Any committee, to the extent
permitted by law and provided in the resolution establishing such committee,
shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the Corporation. Each
committee shall keep regular minutes and report to the Board of Directors when
required.
Section 12. Compensation. The Board of Directors, by affirmative vote of
------------
the majority of directors in office, shall have the authority to cause the
payment of the directors' expenses, if any, of attendance at each meeting of the
Board of Directors and its committees and to cause the payment of such other
reasonable fees and amounts as shall be determined by the Board of Directors in
the manner set forth in this Section 12. No such payment shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation
{PAGE}
therefor; provided, however, that no director of the Corporation who receives a
salary as an officer or employee of the Corporation shall receive any per diem
compensation for attending meetings of the Board of Directors or any of its
committees.
Section 13. Interested Directors. No contract or other transaction between
--------------------
the Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or otherwise have a financial interest, shall be void or voidable
solely for such reasons, or solely because the director or officer is present at
or participates in the meeting of the Board of Directors or committee thereof
which authorizes the contract or other transaction, or solely because such
person's vote is counted for such purpose if any of the following is true: (i)
the contract or other transaction is fair and reasonable as to the Corporation
at the time it is authorized, approved or ratified; (ii) the fact of the common
directorship or interest is disclosed or known to the Board of Directors or
committee and the Board of Directors or committee authorizes, approves or
ratifies the contract or other transaction by unanimous written consent,
provided at least one director so consenting is disinterested, or by affirmative
vote of a majority of the disinterested directors, even though the disinterested
directors be less than a quorum; or (iii) the fact of the common directorship or
interest is disclosed or known to the shareholders, and they authorize, approve
or ratify the contract or transaction. Common or interested directors may be
counted in determining the presence of a
{PAGE}
quorum at a meeting of the Board of Directors or of a committee which authorizes
the contract or other transaction.
Section 14. Insurance Holding Company Systems. The Board of Directors shall
---------------------------------
comprise itself and its committees to comply in all respects with the
organizational requirements of N.J.S.A. 17:27A-4(d), unless some or all elements
of compliance are in fact properly undertaken by an insurance affiliate of the
corporation and the Board of Directors determines to rely on such compliance.
ARTICLE IV
OFFICERS
--------
Section 1. General. The officers of the Corporation shall be a Chief
-------
Executive Officer, President, one or more Vice Presidents, a Secretary, a
Treasurer, and a Controller. Officers at the level of Senior Vice President and
above shall be elected by the Board of Directors, and may in the discretion of
the Board of Directors be given the designation of "Executive" or "Senior" Vice
President, Vice Chairman, General Counsel, Chief Investment Officer, Chief
Financial Officer, Chief Information Officer or such other title as the Board of
Directors deems appropriate. All officers at the level below Senior Vice
President, including those who are named for signatory purposes only, shall be
appointed by a proper officer of the Corporation and, in the case of an
appointed Vice President, may be designated by such officer as "Corporate,"
"Departmental," "Second" or such other designation as may be deemed
{PAGE}
appropriate. Any number of offices may be held by the same person, unless
otherwise prohibited by law, the Certificate of Incorporation or these By-Laws.
Section 2. Election. Subject to the provisions of Section 1 of this Article
--------
IV, the Board of Directors at its first meeting held after each annual meeting
of shareholders shall elect the officers of the Corporation at the Senior Vice
President level and above, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors, and all officers of the Corporation shall hold
office until their successors are chosen and qualified, or until their earlier
resignation or removal. Any officer elected by the Board of Directors may be
removed with or without cause at any time by the affirmative vote of a majority
of the Board of Directors.
Section 3. Voting Securities Owned by the Corporation. Powers of attorney,
------------------------------------------
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Corporation may be executed in the name of and on
behalf of the Corporation by the Chief Executive Officer or his or her designee
and any such officer may, in the name of and on behalf of the Corporation, take
all such action as any such officer may deem advisable to vote in person or by
proxy at any meeting of security holders of any corporation in which the
Corporation may own securities and at any such meeting shall possess and may
exercise any and all rights and power incident to the ownership of such
securities and which, as the owner thereof, the Corporation might have exercised
and possessed if present.
{PAGE}
Section 4. Chairman of the Board of Directors. The Chairman of the Board of
----------------------------------
Directors, if there be one, shall preside at all meetings of the shareholders
and of the Board of Directors. In case of the absence or disability of the
Chairman of the Board, the Board of Directors shall select a director to
preside. In case of a vacancy in the office of the Chairman of the Board, the
Board of Directors may designate a replacement presiding officer.
Section 5. Chief Executive Officer. The Chief Executive Officer shall be
-----------------------
selected by the Board of Directors and shall have the power to supervise and
direct the business of the Corporation, subject only to the power and authority
of the Board of Directors. The Chief Executive Officer shall have power, subject
to the power of the Board of Directors, to appoint or remove all persons
employed or to be employed by the Corporation in any capacity whatsoever, except
the officers elected by the Board of Directors, and shall have power to fix the
compensation of all persons employed or to be employed by the Corporation, other
than the compensation of officers whose compensation shall be fixed by the Board
of Directors pursuant to applicable law, these By-Laws, or a resolution of the
Board of Directors. The Chief Executive Officer shall, with the approval of the
Board of Directors, designate an officer at or above the level of Senior Vice
President who, in the absence or disability of the Chief Executive Officer,
shall be vested with the powers and required to perform the duties of the Chief
Executive Officer.
{PAGE}
Section 6. President and Vice President. The President and Vice Presidents
----------------------------
shall each exercise such powers and perform such duties as may be prescribed by
the Chief Executive Officer, the officer to whom such officer reports or the
Board of Directors.
Section 7. Secretary. The Secretary shall attend all meetings of the Board
---------
of Directors and all meetings of shareholders and record all the proceedings
thereat in a book or books to be kept for that purpose; the Secretary shall also
perform like duties for the standing committees when required. The Secretary
shall give, or cause to be given, notice of all meetings of the shareholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors, the Chairman of the Board, or
the Chief Executive Officer. If the Secretary shall be unable or shall refuse to
cause to be given notice of all meetings of the shareholders and special
meetings of the Board of Directors, and if there be no Assistant Secretary, then
the Board of Directors, the Chairman of the Board or the Chief Executive Officer
may choose another officer to cause such notice to be given. The Secretary shall
have custody of the seal of the Corporation and the Secretary or any Assistant
Secretary, if there be one, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by the signature
of the Secretary or by the signature of any such Assistant Secretary.
Section 8. Treasurer. The Treasurer shall have custody of such funds of the
---------
Corporation as shall be placed in his or her keeping, shall open and maintain
accounts in banking institutions in the name of the corporation for the deposit
of such
{PAGE}
funds and may open and maintain accounts in the names or titles of
representatives of the Corporation under such conditions as he or she may deem
appropriate, subject to supervision by the Board of Directors or a committee
thereof. All funds shall be disbursed only by instruments signed by two or more
officials to be designated by the Board of Directors or a committee thereof or
pursuant to procedures approved by the Treasurer and the Controller. The
Treasurer shall have custody of such of the securities of the Corporation as
shall be placed in his or her keeping and shall open and maintain accounts in
banking institutions in the name of the Corporation for the custody of such
securities, including accounts maintained for the purpose of participating in
one or more securities systems designed to permit the transfer of a security
without physical delivery of the certificate or other evidence of such security,
subject to supervision by the Board of Directors or a committee thereof.
The Treasurer shall have the power to sell, assign or transfer securities of the
Corporation on the authorization or direction of the Board of Directors or a
committee thereof or to take such other action in connection therewith as may be
authorized or directed by the Board of Directors or a committee thereof, and
shall have power to execute, on behalf of the Corporation, all instruments
necessary or appropriate in the premises. The Treasurer shall have the power to
borrow funds on behalf of the Corporation on the authorization of the Board of
Directors or a committee thereof and perform such other duties as may be
assigned to him or her by the Board of Directors or the Chief Executive Officer
or the officer to whom the Treasurer reports. Each Assistant Treasurer shall
have power to perform, on behalf
{PAGE}
of the Corporation, such duties as are or may be required to be performed by the
Treasurer, and shall perform such other duties as may be assigned to him or her
from time to time by the Chief Executive Officer or the Treasurer.
If required by the Board of Directors, the Treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of the office of Treasurer and for the restoration to the Corporation, in
case of the Treasurer's death, resignation, retirement or removal from office,
of all books, papers, vouchers, money and other property of whatever kind in the
Treasurer's possession or under control of the Treasurer belonging to the
Corporation.
Section 9. Controller. The Controller shall supervise the accounts of the
----------
Corporation, shall have supervision over and responsibility for the books,
records, accounting and systems of accounting and auditing in each business unit
of the Corporation, and shall perform such other duties as may be prescribed by
the Board of Directors or the Chief Executive Officer, or the officer to whom
the Controller reports.
ARTICLE V
STOCK
-----
Section 1. Certificates: Uncertificated Shares. Each share of the
-----------------------------------
Corporation's stock shall be represented either by book entries on the
Corporation's books, or by certificates signed by, or in the name of the
Corporation by, the
{PAGE}
Chairman of the Board of Directors, the President or a Vice President and, at
the Corporation's option, countersigned by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary.
In the case of uncertificated shares, within a reasonable time after the
issuance or transfer thereof, the Chief Executive Officer or his or her designee
shall send to the registered owner of such shares a written notice containing
(i) (A) a full statement of the designations, relative rights, preferences and
limitations of the shares of the class and series issued or transferred, so far
as the same have been determined, and the authority of the Board of Directors to
divide the shares into classes or series and to determine and change the
relative rights, preferences and limitations of any class or series; or (B) a
declaration that the Corporation will furnish to the shareholder, upon request
and without charge, a statement containing the information described in the
preceding clause (A); (ii) a statement that the corporation is organized under
the laws of the State of New Jersey; (iii) the name of the person to whom the
uncertificated shares have been issued or transferred; (iv) the number and class
of shares, and the designation of the series, if any, to which such notice
applies; and (v) any restrictions on transfer of the shares in accordance with
Section 14A:7-12(2) of the BCA. The notice referred to in the preceding sentence
shall also contain the following statement: "This notice is merely a record of
the rights of the addressee as of the time of its issuance. Delivery of this
statement, of
{PAGE}
itself, confers no rights on the recipient. This notice is neither a negotiable
instrument nor a security."
Section 2. Signatures. Any or all of the signatures on a certificate may be
----------
a facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if such
person were such officer, transfer agent or registrar at the date of issue.
Section 3. Lost, Stolen, Mutilated or Destroyed Certificates. The
-------------------------------------------------
Corporation, acting through the Chief Executive Officer or his designee, may
issue or direct the issuance of a new certificate of stock or uncertificated
share or shares in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen, mutilated or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate of
stock to be lost, stolen, mutilated or destroyed. When authorizing such issue of
a new certificate or uncertificated shares, the responsible officer may, in his
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen, mutilated or destroyed certificate, or such person's
legal representative, to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen, mutilated or
destroyed. The Board of Directors may adopt such other provisions and
restrictions
{PAGE}
with reference to lost, stolen, mutilated or destroyed certificates, not
inconsistent with applicable law, as it shall in its discretion deem
appropriate.
Section 4. Transfers of Certificates. Stock of the Corporation for which
-------------------------
certificates have been issued shall be transferable in the manner prescribed by
law and in these By-Laws. Transfers of certificated stock shall be made on the
books of the Corporation only by the person named in the certificate or by such
person's representative as determined in accordance with generally accepted
securities industry practices, and upon the surrender of the certificate
therefor, properly endorsed for transfer, and payment of all necessary transfer
taxes; provided, however, that such surrender and endorsement or payment of
-------- -------
taxes shall not be required in any case in which the officers of the Corporation
shall determine to waive such requirement. Every certificate exchanged, returned
or surrendered to the Corporation shall be marked "Cancelled," with the date of
cancellation, by the Secretary or Assistant Secretary of the Corporation or the
transfer agent thereof. No transfer of stock shall be valid as against the
Corporation for any purpose until it shall have been entered in the stock
records of the Corporation by an entry showing from and to whom transferred.
Section 5. Transfers of Uncertificated Shares. Except as otherwise required
----------------------------------
by law or the requirements of the New York Stock Exchange or Depository Trust
Company, uncertificated shares of the Corporation's stock shall be transferable
in the manner prescribed by law and in these By-Laws. Transfers of
uncertificated
{PAGE}
shares shall be made on the books of the Corporation only by the person then
registered in the stock records of the Corporation as the owner of such shares
or by such person's representative as determined in accordance with generally
accepted securities industry practices, and only upon payment of all necessary
transfer taxes and receipt of a written notice to the Corporation containing the
following information: (i) the class of shares, and the designation of the
series, if any, to which such notice applies; (ii) the number of shares
transferred; and (iii) the name and address of the party to whom the shares have
been transferred, and who, as a result of such transfer, is to become the new
registered owner of the shares transferred. Notwithstanding the foregoing, such
notice or payment of taxes shall not be required in any case in which the
officers of the Corporation shall determine to waive such requirement. No
transfer of uncertificated shares shall be valid as against the Corporation for
any purpose until it shall have been entered in the stock ledger of the
Corporation by an entry showing from and to whom transferred.
Section 6. Transfer and Registry Agents. The Corporation may from time to
----------------------------
time maintain one or more transfer offices or agencies and registry offices or
agencies as may be determined from time to time by the Board of Directors.
Section 7. Beneficial Owners. The Corporation shall be entitled to
-----------------
recognize the exclusive right of a person registered on its books as the owner
of
{PAGE}
shares to receive dividends, and to vote as such owner, and shall not be bound
to recognize any equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by law or the New York Stock
Exchange.
ARTICLE VI
NOTICES
-------
Section 1. Notices. Whenever written notice is required by law, the
-------
Certificate of Incorporation or these By-Laws, to be given to any director,
member of a committee or shareholder, such notice may be given by mail,
addressed to such director, member of a committee or shareholder, at such
person's last address as it appears on the records of the Corporation, with
postage thereon prepaid, and such notice shall be deemed to be given at the time
when the same shall be deposited in the United States mail. Written notice may
also be given personally or by telegram, courier service, express mail service
or facsimile.
Section 2. Waivers of Notice.
-----------------
(a) Whenever any notice is required by law, the Certificate of
{PAGE}
Incorporation or these By-Laws, to be given to any director, member of a
committee or shareholder, a waiver thereof in writing, signed, by the person or
persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent to notice. Attendance of a person at a
meeting, present by person or represented by proxy, without protesting prior to
the conclusion of the meeting the lack of notice of such meeting, shall
constitute a waiver of notice by him or her.
(b) Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the shareholders, directors or members of a
committee of directors need be specified in any written waiver of notice unless
so required by law, the Certificate of Incorporation or these By-Laws.
ARTICLE VII
GENERAL PROVISIONS
------------------
Section 1. Dividends. Subject to the requirements of the BCA and the
---------
provisions of the Certificate of Incorporation, dividends upon the capital stock
of the Corporation may be declared by resolution of the Board of Directors, and
may be paid in cash, in property (including the shares or bonds of other
corporations), in the Corporation's bonds or in shares of the Corporation's
capital stock. Before payment of any dividend, there may be set aside out of any
funds of the Corporation available
{PAGE}
for dividends such sum or sums as the Board of Directors from time to time, in
its absolute discretion, deems proper as a reserve or reserves to meet
contingencies, or for purchasing any of the shares of capital stock, warrants,
rights, options, bonds, debentures, notes, scrip or other securities or
evidences of indebtedness of the Corporation, or for equalizing dividends, or
for repairing or maintaining any property of the Corporation, or for any other
proper purpose, and the Board of Directors may modify or abolish any such
reserve.
Section 2. Disbursements. All checks, drafts or demands for money and notes
-------------
of the Corporation shall be signed on behalf of the Corporation by the Treasurer
and Controller or two or more officials to be designated by procedures approved
by the Treasurer and Controller or by such officer or officers or such other
person or persons as the Board of Directors may from time to time designate.
Section 3. Fiscal Year. The fiscal year of the Corporation shall be fixed
-----------
by resolution of the Board of Directors.
Section 4. Corporate Seal. The corporate seal shall have inscribed thereon
--------------
the name of the Corporation, and the words "Corporate Seal, New Jersey". The
seal may be used by causing it or a facsimile thereof to be impressed or affixed
or reproduced or otherwise.
ARTICLE VIII
INDEMNIFICATION
---------------
{PAGE}
Section 1. Power to Indemnify in Actions, Suits or Proceedings Other than
--------------------------------------------------------------
Those by or in the Right of the Corporation. Subject to Section 3 of this
-------------------------------------------
Article VIII, the Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative, arbitrative
or investigative (including any appeal thereon) (other than an action by or in
the right of the Corporation) by reason of the fact that such person is or was a
director or officer of the Corporation or Another Enterprise (hereinafter
defined), against expenses (including reasonable costs, disbursements and
attorneys' fees), judgments, fines, penalties and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, such person
had no reasonable cause to believe his or her conduct was unlawful; provided,
however, that no indemnification shall be made in respect of any claim, issue or
matter if a judgment or final adjudication adverse to such person establishes
that his or her acts or omissions i) were in breach of his or her duty of
loyalty to the Corporation or its shareholders as defined in Subsection (3) of
Section 14A: 2-7 of the BCA, ii) were not in good faith or involved a knowing
violation of law or iii) resulted in receipt by such person of an improper
personal benefit. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
---------------
equivalent, shall not, of itself,
{PAGE}
create a presumption that such person did not act in good faith and in a manner
which such person reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his or her conduct was
unlawful.
Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in the
----------------------------------------------------------------
Right of the Corporation. Subject to Section 3 of this Article VIII, the
------------------------
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit (whether
civil, criminal, administrative, arbitrative or investigative) by or in the
right of the Corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director or officer of the Corporation or
Another Enterprise, against expenses (including reasonable costs, disbursements
and attorneys' fees) judgments, fines, penalties and amounts paid in settlement
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the Corporation; provided, however, that no indemnification shall
be made in respect of any claim, issue or matter if a judgment or final
adjudication adverse to such person establishes that his or her acts or
omissions i) were in breach of his or her duty of loyalty to the Corporation or
its shareholders, as defined in subsection (3) of Section 14A: 2-7 of the BCA,
ii) were not in good faith or involved a knowing violation of law or iii)
resulted in receipt by such person of an improper personal benefit.
Notwithstanding the preceding
{PAGE}
sentence, no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
Corporation unless and only to the extent that the Superior Court of the State
of New Jersey or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Superior Court or such other
court shall deem proper.
Section 3. Authorization of Indemnification. Any indemnification under
--------------------------------
Section 1 of this Article VIII and, unless ordered by a court, under Section 2
of this Article VIII, shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the director or
officer is proper in the circumstances, because such person has met the
applicable standard of conduct set forth in Section 1 or Section 2 of this
Article VIII, as the case may be. With respect to directors or officers of the
level of Senior Vice President or above, such determination shall be made (i) by
a majority vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (ii) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (iii) by the shareholders. With respect to officers below
the level of Senior Vice President, such determination may be made by the
General Counsel of the Corporation, or his or her designees. To the extent,
however, that a director or officer of the Corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding
{PAGE}
described in Sections 1 and 2 of this Article VIII, or in defense of any claim,
issue or matter therein, such person shall be indemnified against expenses
(including reasonable costs, disbursements and attorneys' fees) actually and
reasonably incurred by such person in connection therewith, without the
necessity of authorization in the specific case.
Section 4. Good Faith Defined. For purposes of any determination under
------------------
Section 3 of this Article VIII, a person shall be deemed to have acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Corporation, or, with respect to any criminal action
or proceeding, to have had no reasonable cause to believe his or her conduct was
unlawful, if and to the extent such person's action is based upon
. financial statements, books of account or reports of the Corporation
or Another Enterprise represented to such person to be correct by the
President, the officer of the Corporation or Another Enterprise having
charge of its books of account, or, in the case of a director, the
person presiding at a meeting of the Board of Directors, or
. on information supplied to such person by the officers of the
Corporation or Another Enterprise in the course of their duties, or
. on the advice of legal counsel for the Corporation or Another
Enterprise or
. on information or records given or reports made to the Corporation or
Another Enterprise by an independent certified public accountant or by
an
{PAGE}
appraiser or other expert selected with reasonable care by the
Corporation or Another Enterprise,
provided such person had a reasonable good faith belief in the accuracy of the
above described statements, books, records, information, advice, or reports. The
provisions of this Section 4 shall not be deemed to be exclusive or to limit in
any way the circumstances in which a person may be deemed to have met the
applicable standard of conduct set forth in Section 1 or 2 of this Article VIII,
as the case may be.
Section 5. Expenses Payable in Advance. The reasonable expenses incurred by
---------------------------
a director or, officer, or employee in defending or investigating a threatened
or pending action, suit or proceeding shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking (reasonably satisfactory to the Corporation) by or on behalf
of such director or officer to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified by the Corporation
as authorized in this Article VIII; provided, however, that with respect to
officers of the Corporation, the Board of Directors or General Counsel may in
any instance require as a condition to such advancements that the proposed
indemnitee cooperate with an investigation to be conducted at the Corporation's
expense, by an independent nationally recognized law firm selected by the
Corporation, and that such law firm render an opinion that, based on its
investigation, the firm has concluded that it is more likely than not that the
proposed indemnitee will meet the standard for indemnification in connection
{PAGE}
with the matter for which advancements are sought as set forth in Section 1 or 2
of this Article VIII, as the case may be.
Section 6. Nonexclusivity of Indemnification and Advancement of Expenses.
-------------------------------------------------------------
The indemnification and advancement of expenses provided by or granted pursuant
to this Article VIII shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under
the Certificate of Incorporation or any By-Law, agreement, contract, vote of
shareholders or disinterested directors or pursuant to the direction (howsoever
embodied) of any court of competent jurisdiction or otherwise, both as to action
in such person's official capacity and as to action in another capacity while
holding such office. The provisions of this Article VIII shall not be deemed to
preclude the indemnification of any person who is not specified in Section 1 or
2 of this Article VIII but whom the Corporation has the obligation to indemnify
under the provisions of the BCA or otherwise.
Section 7. Insurance. The Corporation may purchase and maintain insurance
---------
on behalf of any person who is or was a director or officer of the Corporation,
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of Another Enterprise against any expenses incurred in any
proceeding and liabilities asserted against such person and incurred by such
person in any such capacity, or arising out of such person's status as such,
whether or
{PAGE}
not the Corporation would have the power or the obligation to indemnify such
person against such liability under the provisions of this Article VIII.
Section 8. Certain Definitions. For purposes of this Article VIII,
-------------------
references to "the Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors or officers so that any person who is or was a director or officer of
such constituent corporation, or is or was a director or officer of such
constituent corporation serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or Another Enterprise, shall stand
in the same position under the provisions of this Article VIII with respect to
the resulting or surviving corporation as such person would have with respect to
such constituent corporation if its separate existence had continued. For
purposes of this Article VIII, the term "Another Enterprise" shall mean any
other corporation or any partnership, joint venture, trust, employee benefit
plan or other enterprise of which such person is or was serving at the request
of the Corporation as a director, officer, employee or agent. For purposes of
this Article VIII, references to "fines" shall include any excise taxes assessed
on a person with respect to an employee benefit plan; and references to "serving
at the request of the Corporation" shall include any service as a director,
officer, employee or agent of the Corporation which imposes duties on, or
{PAGE}
involves services by, such director or officer with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner such person reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the Corporation"
as referred to in this Article VIII.
Section 9. Survival of Indemnification and Advancement of Expenses. The
-------------------------------------------------------
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article VIII shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, or employee
and shall inure to the benefit of the heirs, executors and administrators of
such a person.
Section 10. Limitation on Indemnification. Notwithstanding any thing
-----------------------------
contained in this Article VIII to the contrary, the Corporation shall not be
obligated to indemnify any director or officer (or his or her heirs, executors
or personal or legal representatives) or advance expenses in connection with a
proceeding (or part thereof) initiated by such person unless such proceeding (or
part thereof) was authorized or consented to by the Board of Directors of the
Corporation.
Section 11. Indemnification of Agents and Employees. The Corporation may,
---------------------------------------
to the extent authorized from time to time by the Board of Directors, provide
rights to indemnification and to the advancement of expenses to employees and
agents of the Corporation similar to those conferred in this Article VIII to
directors or officers of the Corporation.
{PAGE}
ARTICLE IX
AMENDMENTS
----------
Section 1. Amendments. The Board of Directors of the Corporation shall have
----------
the power to make, alter, amend and repeal these By-Laws (except in so far as
the By-Laws adopted by the shareholders shall otherwise provide). Any By-Laws
made by the directors under the powers conferred hereby may be altered, amended
or repealed by the directors or the shareholders. Notwithstanding the foregoing
and anything in the Certificate of Incorporation to the contrary, Sections 3, 4
and 7 of Article II, Sections 1, 2, 3 and 6 of Article III, Article VIII and
Article IX of these By-Laws shall not be altered, amended or repealed by the
shareholders and no provision inconsistent therewith shall be adopted without
either i) the approval of the Board of Directors, or ii) the affirmative vote of
at least 80% of the votes cast at a meeting of shareholders by the holders of
shares entitled to vote thereon; provided, however, that the number of votes
cast at such meeting of shareholders is at least 50% of the total number of
issued and outstanding shares entitled to vote thereon.
Section 2. Entire Board of Directors. As used in this Article IX and in
-------------------------
these By-Laws generally, the term "entire Board of Directors" means the total
number of directors which the Corporation would have if there were no vacancies.
{PAGE}
TABLE OF CONTENTS
-----------------
PAGE
ARTICLE I--OFFICES 1
Section 1. Registered Office 1
Section 2. Other Offices 1
ARTICLE II--MEETINGS OF SHAREHOLDERS 2
Section 1. Place of Meetings 2
Section 2. Annual Meetings 2
Section 3. Special Meetings 2
Section 4. Quorum 3
Section 5. Proxies 4
Section 6. Voting 5
Section 7. Nature of Business at Meetings of Shareholders 5
Section 8. List of Shareholders Entitled to Vote 8
Section 9. Stock Ledger 8
Section 10. Record Date 8
Section 11. Inspectors of Election 9
ARTICLE III--DIRECTORS 10
Section 1. Number and Election of Directors 10
Section 2. Nomination of Directors 11
Section 3. Vacancies 14
Section 4. Duties and Powers 15
Section 5. Organization 15
Section 6. Resignations and Removals of Directors 15
Section 7. Meetings 16
Section 8. Quorum 16
Section 9. Actions of Board 17
Section 10. Meetings by Means of Conference Telephone 17
Section 11. Committees 17
Section 12. Compensation 18
Section 13. Interested Directors 18
ARTICLE IV--OFFICERS 19
Section 1. General 19
Section 2. Election 20
Section 3. Voting Securities Owned by the Corporation 21
Section 4. Chairman of the Board of Directors 21
Section 5. Chief Executive Officer 21
Section 6. President and Vice President 22
Section 7. Secretary 22
Section 8. Treasurer 23
{PAGE}
Section 9. Controller 25
ARTICLE V--STOCK 25
Section 1. Form of Certificates 25
Section 2. Signatures 26
Section 3. Lost, Stolen, Mutilated or Destroyed Certificates 27
Section 4. Transfers of Certificates 27
Section 5. Transfers of Uncertificated Stock 28
Section 6. Transfer and Registry Agents 29
Section 7. Beneficial Owners 29
ARTICLE VI--NOTICES 29
Section 1. Notices 29
|
End of Preview |
Home Intelligence Services Subscriptions News About Us