Exhibit 99.09
ALLIANCEBERNSTEIN CORPORATION
BY-LAWS
1
ARTICLE I
OFFICES
Section 1. The
registered office in the State of Delaware shall be in the City of Wilmington,
County of New Castle.
Section 2. The
corporation may also have offices at such other places both within and without
the State of Delaware as the board of directors may from time to time determine
or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All
meetings of the stockholders for the election of directors or for any other
purpose may be held at such time and place, within or without the-State of
Delaware, and shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.
Section 2. Annual
meetings of stockholders shall be held within 120 days after the close of
each fiscal year at which they shall elect by a plurality vote a board of
directors, and transact such other business before the meeting.
Section 3. Written
notice of the annual meeting shall be given to each stockholder entitled to
vote thereat at least ten days before the date of the meeting.
Section 4. The
officer who has charge of the stock ledger of the corporation shall prepare and
make, at least ten days before every election of directors a complete list of
the stockholders entitled to vote at said election, arranged in alphabetical
order with the residence of and the number of voting shares held by each. Such
list shall be open at the place where said election is to be held for ten days,
to the examination of any stockholder, and shall be produced and kept at the
time and place of election during the whole time thereof, and subject to the
inspection of any stockholder who may be present.
Section 5. Special
meetings of the stockholders, for any purpose or purposes, unless otherwise
prescribed by statute or by the certificate of incorporation, may be called by
the chairman of the board or the president and shall be called by the president
or secretary at the request in writing of a majority of the total number of
directors that the corporation would have at such time if there were no
vacancies on the board (the “Entire Board”), or at the request in writing of
stockholders owning a majority in amount of the entire capital stock of the
corporation issued and outstanding and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting.
1
Conformed
copy with amendments through February 24, 2006.
Section 6. Written
notice of a special meeting of stockholders, stating the time, place and object
thereof, shall be given to each stockholder entitled to vote thereat, at least
ten days before the date fixed for the meeting.
Section 7. Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice.
Section 8. The
holders of a majority of the stock issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum
at all meetings of the stockholders for the transaction of business except as
otherwise provided by statute or by the certificate of incorporation. If,
however, such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, all 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. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have been
transacted at the meeting as originally notified.
Section 9. When
a quorum is present at any meeting, the vote of the holders of a majority of
the stock having voting power present in person or represented by proxy shall
decide any question brought before such meeting, unless the question is one
upon which by express provision of the statute or of the certificate of
incorporation, a different vote is required, in which case such express
provision shall govern and control the decision of such question.
Section 10. Each
stockholder shall at every meeting of the stockholders be entitled to one vote
in person or by proxy for each share of the capital stock having voting power
held by such stockholder, but no proxy shall be voted on after three years from
its date, unless the proxy provides for a longer period, and, except where the
transfer books of the corporation have been closed or a date has been fixed as
a record date for the determination of its stockholders entitled to vote, no
share of stock shall be voted on at any election for directors which has been
transferred on the books of the corporation within twenty days next preceding
such election of directors.
ARTICLE III
DIRECTORS
Section 1. Until
changed by the stockholders, the number of directors shall be seven. The
directors shall be elected at the annual meeting of stockholders, except as
provided in Section 2 of this Article, and each director elected shall
hold office until his successor is elected and qualified. Directors need not be
stockholders.
Section 2. Vacancies
and newly created directorships resulting from any increase in the authorized
number of directors may be filled by the stockholders, and the directors so
chosen shall hold office until the next annual election and until their
successors are duly elected and shall qualify, unless sooner displaced.
2
Section 3. The
business of the corporation shall be managed by its board of directors which
may exercise all such powers of the corporation and do all such lawful acts and
things as are not by statute or by the certificate of incorporation or by these
by-laws directed or required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The
board of directors of the corporation may hold meetings, both regular and
special, either within or without the State of Delaware.
Section 5. The
first meeting of each newly elected board of directors shall be held at the
same place as and immediately after the annual meeting of stockholders and no
notice of such meeting shall be necessary to the newly elected directors in
order legally to constitute the meeting, provided a quorum shall be present. In
the event such meeting is not held at such time and place, the meeting may be
held at such time and place as shall be specified in a notice given as
hereinafter provided for special meetings of the board of directors, or as
shall be specified in a written waiver signed by all of the directors.
Section 6. Regular
meetings of the board of directors may be held without notice at such time and
at such place as shall from time to time be determined by the board.
Section 7. Special
meetings of the board of directors may be called by the chairman of the board,
the president or by the secretary on the written request of two directors.
Written notice of special meetings of the board of directors shall be given to
each director at least three days before the date of the meeting. Attendance at
a meeting by a director shall be a conclusive waiver of any objections made by
any person with respect to the notice given to such director.
Section 8. At
all meetings of the board a majority of the Entire Board 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 board of directors, except as may be otherwise specifically provided by
statute or by the certificate of incorporation. 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, until a quorum shall be present.
COMMITTEES OF DIRECTORS
Section 9. The
board of directors may, by resolution passed by a majority of the Entire Board,
designate one or more committees, each committee to consist of two or more of
the directors of the corporation, which, to the extent provided in the
resolution, shall have and may exercise the powers of the board of directors in
the management of the business and affairs of the corporation and may authorize
the seal of the corporation to be affixed to all papers which may require it.
Such committee or committees shall have such name or names as may be determined
from time to time by resolution adopted by the board of directors.
Section 10. The
committees shall keep regular minutes of their proceedings and report the same
to the board of directors when required.
3
COMPENSATION OF DIRECTORS
Section 11. The
directors may be paid their expenses, if any, of attendance at each meeting of
the board of directors and may be paid a fixed sum for attendance at each
meeting of the board of directors or a stated salary as director. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefore. Similarly, members of special or
standing committees may be allowed compensation for attending committee
meetings.
TELEPHONIC PARTICIPATION IN MEETINGS
Section 12. Members
of the board of directors or any committee designated by the board of
directors, may participate in a meeting of such board or committee through
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and such
participation in a meeting will constitute presence in person at such meeting.
ARTICLE IV
NOTICES
Section 1. Notices
to directors and stockholders shall be in writing and delivered personally or
mailed to the directors or stockholders at their addresses appearing on the
books of the corporation. Notice by mail shall be deemed to be given at the
time when the same shall be mailed. Notice to directors may also be given by
telegram or telephone.
Section 2. Whenever
any notice is required to be given under the provisions of the statutes or of
the certificate of incorporation or of these by-laws, 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 thereto.
ARTICLE V
OFFICERS
Section 1. The
officers of the corporation shall be chosen by the board of directors and may
include a chairman of the board, one or more vice chairmen of the board, a
chief executive officer, a president, one or more vice presidents, a secretary
and a treasurer. The board of directors may also choose one or more assistant
secretaries and assistant treasurers. Two or more offices may be held by the
same person, except that where the offices of chairman of the board and
president or president and secretary are held by the same person, such person
shall not hold any other office.
Section 2. The
board of directors at its first meeting after each annual meeting of
stockholders shall choose a president, one or more vice presidents, a secretary
and a treasurer, none of whom need be a member of the board.
4
Section 3. The
board of directors may appoint such other officers and agents as it shall deem
necessary 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.
Section 4. The
salaries of all officers and agents of the corporation shall be fixed by the
board of directors.
Section 5. The
officers of the corporation shall hold office until their successors are chosen
and qualify. Any officer elected or appointed by the board of directors may be
removed at any time by the affirmative vote of a majority of the Entire Board.
Any vacancy occurring in any office of the corporation by death, resignation,
removal or otherwise shall be filled by the board of directors.
CHAIRMAN OF THE BOARD
Section 6. The
chairman of the board shall preside at all meetings of the stockholders and the
board of directors. He shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe. In the
absence or disability of the chief executive officer, the chairman of the board
shall exercise all of the powers and discharge all of the duties of the chief
executive officer.
VICE CHAIRMEN OF THE BOARD
Section 7. The
vice chairmen in order of their seniority, unless otherwise determined by the
board of directors, shall, in the absence or disability of the chairman of the
board, perform the duties and exercise the powers of the chairman of the board.
They shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.
THE CHIEF EXECUTIVE OFFICER
Section 8. The
chief executive officer shall perform all of the duties and have all of the
powers that are commonly incident to the office of chief executive. In the
absence or disability of the chairman of the board and all vice chairmen, the
chief executive officer (i) shall preside at all meetings of the
stockholders, and (ii) if a member of the board of directors, shall
preside at all meetings of the board of directors and shall otherwise exercise
all of the powers and discharge all of the duties of the chairman of the board.
The chief executive officer shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.
THE PRESIDENT
Section 9. The
president shall be ex officio a member of all standing committees, shall have
general and active management of the business of the corporation. In the
absence of the chairman of the board, all vice chairmen of the board and the
chief executive officer, he (i) shall preside at all meetings of the
stockholders, and (ii) if a member of the board of directors, shall
preside at all meetings of the board of directors and shall otherwise exercise
all of the powers and discharge all of the duties of the chairman of the board
and of the chief executive officer. The president shall perform such other
duties and have such other powers as the chief executive officer board of
directors may from time to time prescribe.
5
THE EXECUTIVE VICE PRESIDENTS, SENIOR VICE PRESIDENTS,
VICE
PRESIDENTS AND ASSISTANT VICE PRESIDENTS
Section 10. The
executive vice presidents, senior vice presidents, the vice presidents in order
of their seniority, and then following, the assistant vice presidents in the
order of their seniority, unless otherwise determined by the board of
directors, shall, in the absence or disability of the president, perform the
duties and exercise the powers of the president. They shall perform such duties
and have such other powers as the board of directors may from time to time
prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 11. The
secretary shall attend all meetings of the board of directors and all meetings
of the stockholders and record all the proceedings of the meetings of the
corporation and of the board of directors in a book to be kept for that purpose
and shall perform like duties for the standing committees when required. He
shall give, or cause to be given, notice of all meetings of the stockholders
and special meetings of the board of directors, and shall perform such other
duties as may be prescribed by the board of directors or president, under whose
supervision he shall be. He shall keep in safe custody the seal of the
corporation and, when authorized by the board of directors, affix the same to
any instrument requiring it and, when so affixed, it shall be attested by his
signature or by the signature of the treasurer or an assistant secretary.
Section 12. The
assistant secretaries in the order of their seniority, unless otherwise
determined by the board of directors shall in the absence or disability of the
secretary, perform the duties and exercise the powers of the secretary. They
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 13. The
treasurer shall have the custody of the corporate funds and securities and
shall keep full and accurate accounts of receipts and disbursements in books
belonging to the corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the corporation in such depositories
as may be designated by the board of directors.
Section 14. He
shall disburse the funds of the corporation as may be ordered by the board of
directors, taking proper vouchers for such disbursements, and shall render to
the president and the board of directors, at its regular meetings, or when the
board of directors so requires, an account of all his transactions as treasurer
and of the financial condition of the corporation.
Section 15. If
required by the board of directors, he shall give the corporation a bond (which
shall be renewed every six years) 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 his office and for the restoration to the corporation, in case
of his death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in his possession
or under his control belonging to the corporation.
6
Section 16. The
assistant treasurers in the order of their seniority, unless otherwise
determined by the board of directors, shall in the absence or disability of the
treasurer, perform the duties and exercise the powers of the treasurer. They
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Every
holder of stock in the corporation shall be entitled to have a certificate,
signed by, or in the name of the corporation by, the chairman of the board or
the president or any vice president and the treasurer or an assistant
treasurer, or the secretary or an assistant secretary of the corporation,
certifying the number of shares owned by him in the corporation. If the
corporation shall be authorized to issue more than one class of stock, the
designations, preferences and relative, participating, optional or other
special rights of each class and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class of stock.
Section 2. Where
a certificate is signed (1) by a transfer agent or an assistant transfer
agent or (2) by a transfer clerk acting on behalf of the corporation and a
registrar, the signature of any such chairman of the board, president, vice
president, treasurer, assistant treasurer, secretary or assistant secretary may
be facsimile. In case any officer or officers who have signed, or whose
facsimile signature or signatures have been used on, any such certificate or
certificates shall cease to be such officer or officers of the corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates have been delivered by the corporation, such certificate or
certificates may nevertheless be adopted by the corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures have been used thereon
had not ceased to be such officer or officers of the corporation.
LOST CERTIFICATES
Section 3. The
board of directors may direct a new certificate or certificates to be issued in
place of any certificate or certificates theretofore issued by the corporation
alleged to have been lost or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost or destroyed.
When authorizing such issue of a new certificate or certificates, the board of
directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost or destroyed certificate or
certificates, or his legal representative, to give the corporation such
indemnity as it may direct against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost or
destroyed.
TRANSFERS OF STOCK
Section 4. Upon
surrender to the corporation or the transfer agent of the corporation of a
7
certificate
for shares duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, it shall be the duty of the corporation to
issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.
CLOSING OF TRANSFER BOOKS
Section 5. The
board of directors may close the stock transfer books of the corporation for a
period not exceeding fifty days preceding the date of any meeting of
stockholders or the date for payment of any dividend or the date for the
allotment of rights or the date when any change or conversion or exchange of
capital stock shall go into effect or for a period of not exceeding fifty days
in connection with obtaining the consent of stockholders for any purpose. In
lieu of closing the stock transfer books as aforesaid, the board of directors
may fix in advance a date, not exceeding fifty days preceding the date of any
meeting of stockholders, or the date for the payment of any dividend, or the
date for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining such consent, as a record date for the determination of the
stockholders entitled to notice of, and to vote at, any such meeting and any
adjournment thereof, or entitled to receive payment of any such dividend, or to
receive any such allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock, or to give such consent,
and in such case such stockholders and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to such notice
of, and to vote at, such meeting and any adjournment thereof, or to receive
payment of such dividend, or to receive such allotment of rights, or to
exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the corporation after
any such record date fixed as aforesaid.
REGISTERED STOCKHOLDERS
Section 6. The
corporation shall be entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive dividends, and to
vote as such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares, and shall to 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 the laws of Delaware.
ARTICLE VII
INDEMNIFICATION
Section 1. Every
person who was or is a party or is threatened to be made a party to or is
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or a person of
whom he is the legal representative is or
8
was
a director or officer of the corporation or is or was serving at the request of
the corporation or for its benefit as a director or officer of another
corporation, or as its representative in a partnership, joint venture, trust or
other enterprise, shall be indemnified and held harmless to the fullest extent legally
permissible under and pursuant to any procedure specified in the General
Corporation Law of the State of Delaware, as amended from time to time, against
all expenses, liabilities and losses (including attorneys’ fees, judgments,
fines and amounts paid or to be paid in settlement) reasonably incurred or
suffered by him in connection therewith. Such right of indemnification shall be
a contract right which may be enforced in any manner desired by such person.
Such right of indemnification shall not be exclusive of any other right which
such directors, officers or representatives may have or hereafter acquire and,
without limiting the generality of such statement, they shall be entitled to
their respective rights of indemnification under any by-law, agreement, vote of
stockholders, provision of law or otherwise, as well as their rights under this
Article.
Section 2. The
board of directors may cause the corporation to 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 or officer
of another corporation, or as its representative in a partnership, joint
venture, trust or other enterprise against any liability asserted against such
person and incurred in any such capacity or arising out of such status, whether
or not the corporation would have the power to indemnify such person.
Section 3. The
board of directors may from time to time adopt further by-laws with respect to
indemnification and may amend these and such by-laws to provide at all times
the fullest indemnification permitted by the General Corporation Law of the
State of Delaware, as amended from time to time.
ARTICLE VIII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends
upon the capital stock of the corporation, subject to the provisions of the
certificate of incorporation, if any, may be declared by the board of directors
at any regular or special meeting, pursuant to law. Dividends may be paid in
cash, in property, or in shares of the capital stock, subject to the provisions
of the certificate of incorporation.
Section 2. Before
payment of any dividend, there may be set aside out of any funds of the
corporation available for dividends such sum or sums as the directors from time
to time in their absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the corporation, or for such other purpose as the
directors shall think conducive to the interest of the corporation, and the
directors may modify or abolish any such reserve in the manner in which it was
created.
CHECKS
Section 3. All
checks or demands for money and notes of the corporation shall be signed
9
by
such officer or officers or such other person or persons as the board of
directors may from time to time designate.
FISCAL YEAR
Section 4. The
fiscal year of the corporation shall be fixed by resolution of the board of
directors.
SEAL
Section 5. The
corporate seal shall have inscribed thereon the name of the corporation, the
year of its organization and the words “Corporate Seal, Delaware”. The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
ARTICLE IX
AMENDMENTS
Section 1. These
by-laws may be-altered or repealed at any regular meeting of the stockholders
or of the board of directors or at any special meeting of the stockholders or
of the board of directors if notice of such alteration or repeal be contained
in the notice of such special meeting. No change of the time or place of the
meeting for the election of directors shall be made within sixty days next before
the day on which such meeting is to be held, and in case of any change of such
time or place, notice thereof shall be given to each stockholder in person or
by letter mailed to his last known post-office address at least twenty days
before the meeting is held.
10
