BYLAWS
of
DEERE & COMPANY
(Adopted July 30, 1958; Amended December 1, 1999 )
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 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
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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
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.
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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, 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
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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.
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
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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.
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.]
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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 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.
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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 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
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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 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 and Vice Chairman 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.
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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 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.
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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 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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