UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): | April 21, 2010 |
Huntington Bancshares Incorporated
__________________________________________
(Exact name of registrant as specified in its charter)
Maryland | 1-34073 | 31-0724920 |
_____________________
(State or other jurisdiction |
_____________
(Commission |
______________
(I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
41 South High Street, Columbus, Ohio | 43287 | |
_________________________________
(Address of principal executive offices) |
___________
(Zip Code) |
Registrants telephone number, including area code: | 614-480-8300 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 21, 2010, the Compensation Committee of Huntingtons Board of Directors approved a modification to the base salary for Mark E. Thompson, a named executive officer, effective as of January 1, 2010. Mr. Thompsons annual base salary was increased by $160,000, with the entire increased amount to be paid in shares of Huntington common stock. With respect to each semi-monthly pay period, Mr. Thompson will receive the number of shares of common stock determined by dividing the amount of base salary (net of applicable tax withholdings) to be paid in common shares with respect to that pay period by the closing price of a share of Huntington common stock as reported on the NASDAQ Global Select Market on the pay date for such period, or if not a business day, the business day immediately preceding such date.
The shares will be paid under Huntingtons Second Amended and Restated 2007 Stock and Long-Term Incentive Plan in the form of restricted stock. The shares will be immediately 100% vested as of the pay date and will not be subject to any requirement of future service. The shares may not, however, be sold, transferred, pledged, assigned, or otherwise disposed of until the later to occur of (1) or (2) below:
(1) The date that is six months after the pay date; or
(2) The earliest to occur of the following events: (A) 6 months after the repayment of any loan
issued to the company under the Troubled Asset Relief Program (TARP), (B) January 1, 2012, or (C)
a change in control of the company;
provided that the company will release the shares in the event of the executives death. The Compensation Committee of the Board of Directors may, in its sole discretion and without the executives consent, terminate, modify or suspend this compensation structure at anytime. This modification to Mr. Thompsons base salary was made to address the impact on Huntingtons executive compensation programs of the Interim Final Rule for TARP Standards for Compliance and Corporate Governance issued by the U.S. Department of the Treasury on June 15, 2009. Mr. Thompsons compensation remains subject to the terms and conditions of this rule.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 22, 2010, at Huntingtons 2010 annual meeting of stockholders, Huntingtons stockholders approved an amendment to Huntingtons charter to increase the authorized number of shares of common stock from 1,000,000,000 to 1,500,000,000 shares. This amendment was duly advised and approved by the Board of Directors and submitted to the stockholders at Huntingtons 2010 annual meeting of stockholders held on April 22, 2010. This amendment became effective on April 23, 2010, upon the filing with and acceptance for record by the State Department of Assessments and Taxation of Maryland of the Articles of Amendment filed as Exhibit 3.1 hereto.
Also on April 22, 2010, Huntingtons Board of Directors adopted Amended and Restated Bylaws for the company, effective April 22, 2010. The Bylaws were amended and restated to: update the provisions regarding the annual stockholders meeting to remove the outdated references and to remove the requirement that the meeting be held during a specified 31 day window period (Section 1.01); clarify and update provisions for giving notice of stockholder meetings (Section 1.04); update the procedures for authorization of proxies (Section 1.07); remove references to classes of directors and the requirement that directors retire at age 75, and clarify methods of resignation from the board (Sections 2.03 and 2.04); add a new provision authorizing the board of directors to appoint a lead director having responsibilities established from time to time by the board (Section 2.11); authorize the lead director and the chief executive officer to call special meetings of the board of directors (Section 2.06); clarify and update notice procedures for board meetings (Section 2.07); and update Section 4.01 regarding executive and other officers. The foregoing description is qualified in its entirety by the text of the Amended and Restated Bylaws, a copy of which is attached hereto and filed as Exhibit 3.2.
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 22, 2010, the following matters were voted upon and approved by the shareholders of Huntington Bancshares Incorporated (Huntington) at its 2010 Annual Meeting of Shareholders:
Against/ | ||||||||||||||||||||
For | Withheld | Abstain | Non-Votes | |||||||||||||||||
1. |
Election of five
directors to serve
terms expiring in 2011:
|
|||||||||||||||||||
David P. Lauer.
|
470,446,394 | 13,519,602 | 125,614,605 | |||||||||||||||||
Gerard P. Mastroianni
|
470,299,730 | 13,666,267 | 125,614,605 | |||||||||||||||||
Richard W. Neu
|
470,798,023 | 13,167,974 | 125,614,605 | |||||||||||||||||
Kathleen H. Ransier
|
449,894,315 | 34,071,681 | 125,614,605 | |||||||||||||||||
William R. Robertson
|
451,141,458 | 32,824,539 | 125,614,605 | |||||||||||||||||
2. |
Approve the Second
Amended and Restated
2007 Stock and
Long-Term Incentive
Plan
|
345,392,011 | 134,938,279 | 3,635,707 | 125,614,605 | |||||||||||||||
3. |
Approve an amendment to
Huntingtons charter to
increase the authorized
common stock of
Huntington from
1,000,000,000 to
1,500,000,000 shares
|
557,075,323 | 47,738,133 | 4,767,146 | ||||||||||||||||
4. |
Ratification of
Deloitte & Touche LLP
as independent auditors
for Huntington for the
year 2010.
|
600,024,551 | 7,491,636 | 2,064,414 | ||||||||||||||||
5. |
Non-binding advisory
vote upon a resolution
to approve the
compensation of
executives as disclosed
in Huntingtons proxy
statement dated
February 26, 2010 for
the 2010 Annual Meeting
of Shareholders.
|
546,708,909 | 55,475,069 | 7,396,623 |
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibit is furnished herewith: |
Exhibit 3.1 Huntington Bancshares Incorporated, Articles of Amendment dated April 23, 2010.
Exhibit 3.2 Huntington Bancshares Incorporated, Amended and Restated Bylaws dated April 22, 2010
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Huntington Bancshares Incorporated | ||||
April 27, 2010 | By: |
/s/ Richard A. Cheap
|
||
|
||||
Name: Richard A. Cheap | ||||
Title: General Counsel and Secretary |
Exhibit Index
Exhibit No.
Description
Huntington Bancshares Incorporated, Articles of Amendment dated April 23, 2010.
Huntington Bancshares Incorporated, Amended and Restated Bylaws dated April 22, 2010.
Exhibit 3.1
HUNTINGTON BANCSHARES INCORPORATED
ARTICLES OF AMENDMENT
Huntington Bancshares Incorporated, a Maryland corporation (the Corporation), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST : The first paragraph of Article FIFTH of the charter of the Corporation (the Charter) is hereby deleted in its entirety and the following is substituted in lieu thereof:
FIFTH: The total number of shares of all classes which the Corporation shall have the authority to issue is 1,506,617,808 shares, of which 1,500,000,000 shall be Common Stock, par value $.01 per share, and 6,617,808 shares shall be Serial Preferred Stock, par value $.01 per share. The aggregate par value of all authorized shares of stock of all classes having par value is $15,066,178.08.
SECOND : The total number of shares of stock which the Corporation had authority to issue immediately prior to the foregoing amendment of the Charter was 1,006,617,808 shares of stock, consisting of 1,000,000,000 shares of common stock, par value $0.01 per share, and 6,617,808 shares of serial preferred stock, par value $0.01 per share. The aggregate par value of all shares of stock having par value was $10,066,178.08.
THIRD : The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment of the Charter is 1,506,617,808 shares of stock, consisting of 1,500,000,000 shares of common stock, par value $0.01 per share, and 6,617,808 shares of serial preferred stock, par value $0.01 per share. The aggregate par value of all authorized shares of stock having par value is $15,066,178.08.
FOURTH : The information required by Section 2-607(b)(2)(i) of the Maryland General Corporation Law is not changed by foregoing amendment.
FIFTH : The amendment to the Charter as set forth above has been duly advised by the Board of Directors of the Corporation and approved by the stockholders of the Corporation as required by law.
SIXTH : The undersigned officer of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned officer of the Corporation acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
- Signature page follows -
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IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its President and attested to by its Secretary on this 23rd day of April, 2010.
ATTEST:
|
HUNTINGTON BANCSHARES INCORPORATED | |
/s/ Richard A. Cheap
|
By: /s/ Stephen D. Steinour | |
|
||
Richard A. Cheap, Secretary
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Stephen D. Steinour, President |
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Exhibit 3.2
HUNTINGTON BANCSHARES INCORPORATED
BYLAWS
(AMENDED AND RESTATED AS OF APRIL 22, 2010)
ARTICLE I.
STOCKHOLDERS
SECTION 1.01. ANNUAL MEETING. The Corporation shall hold an annual meeting of its
stockholders to elect directors and transact any other business within its powers, at such time and
on such date as the Board of Directors shall determine. In the absence of a determination by the
Board of Directors, the annual meeting of stockholders shall be held at 3:00 p.m. on the third
Thursday of April in each year if not a legal holiday, and if a legal holiday, then on the next
secular day following. At the annual meeting, the stockholders shall elect directors to the Board
of Directors and may transact any other business as may be brought before the annual meeting by the
Board of Directors or by any stockholder as set forth in Section 1.08 of these Bylaws.
SECTION 1.02. SPECIAL MEETINGS.
(a) General. The Chairman of the Board, the President, the Chief Executive Officer or the
Board of Directors may call a special meeting of the stockholders. Subject to subsection (b) of
this Section 1.02, a special meeting of stockholders shall also be called by the Secretary of the
Corporation to act on any matter that may properly be considered at a meeting of stockholders upon
the written request of stockholders entitled to cast not less than a majority of all the votes
entitled to be cast on such matter at such meeting.
(b) Stockholder-Requested Special Meetings. (1) Any stockholder of record seeking to have
stockholders request a special meeting shall, by sending written notice to the Secretary (the
Record Date Request Notice) by registered mail, return receipt requested, request the Board of
Directors to fix a record date to determine the stockholders entitled to request a special meeting
(the Request Record Date). The Record Date Request Notice shall set forth the purpose of the
meeting and the matters proposed to be acted on at it, shall be signed by one or more stockholders
of record as of the date of signature (or their agents duly authorized in a writing accompanying
the Record Date Request Notice), shall bear the date of signature of each such stockholder (or such
agent) and shall set forth all information relating to each such stockholder
,
each individual whom
the stockholder proposes to nominate for election or reelection as a director and each matter
proposed to be acted on at the meeting that would be required to be disclosed in connection with
the solicitation of proxies for the election of directors or the election of each such individual,
as applicable
,
in an election contest (even if an election contest is not involved), or would
otherwise be required in connection with such a solicitation, in each case pursuant to Regulation
14A (or any successor provision) under the Securities Exchange Act of 1934, as amended (the
Exchange Act). Upon receiving the Record Date Request Notice, the Board of Directors may fix a
Request Record Date. The Request Record Date shall not precede and shall not be more than ten days
after the close of business on the date on which the resolution fixing the Request Record Date is
adopted by the Board of Directors. If the Board of Directors, within ten days after the date on
which a valid Record Date Request Notice is received, fails to adopt a resolution fixing the
Request Record Date, the Request Record Date shall be the close of business on the tenth day after
the first date on which the Record Date Request Notice is received by the Secretary.
(2) In order for any stockholder to request a special meeting to act on any matter that may
properly be considered at a meeting of stockholders, one or more written requests for a special
meeting (collectively, the Special Meeting Request) signed by stockholders of record (or their
agents duly authorized in a writing accompanying the request) as of the Request Record Date
entitled to cast not less than a majority of all of the votes entitled to be cast on such matter at
such meeting (the Special Meeting Percentage) shall be delivered to the Secretary. In addition,
the Special Meeting Request shall (a) set forth the purpose of the meeting and the matters proposed
to be acted on at it (which shall be limited to those lawful matters set forth in the Record Date
Request Notice received by the Secretary), (b) bear the date of signature of each such stockholder
(or such agent) signing the Special Meeting Request, (c) set forth (i) the name and address, as
they appear in the Corporations books, of each stockholder signing such request (or on whose
behalf the Special Meeting Request is signed), (ii) the class, series and number of all shares of
stock of the Corporation which are owned (beneficially or of record) by such stockholder and
(iii) the nominee holder for, and number of, shares of stock of the Corporation owned beneficially
but not of record by such stockholder, (d) be sent to the Secretary by registered mail, return
receipt requested, and (e) be received by the Secretary within 60 days after the Request Record
Date. Any requesting stockholder (or agent duly authorized in a writing accompanying the
revocation or the Special Meeting Request) may revoke his, her or its request for a special meeting
at any time by written revocation delivered to the Secretary.
(3) The Secretary shall inform the requesting stockholders of the reasonably estimated cost of
preparing and delivering the notice of the meeting (including the Corporations proxy materials).
The Secretary shall not be required to call a special meeting upon stockholder request and such
meeting shall not be held unless, in addition to the documents required by paragraph (2) of this
Section 1.02(b), the Secretary receives payment of such reasonably estimated cost prior to the
preparation and mailing of any notice of the meeting.
(4) In the case of any special meeting called by the Secretary upon the request of
stockholders (a Stockholder-Requested Meeting), such meeting shall be held at such place, date
and time as may be designated by the Board of Directors;
provided
, however, that the date of any
Stockholder-Requested Meeting shall be not more than 90 days after the record date for such meeting
(the Meeting Record Date); and
provided further
that if the Board of Directors fails to
designate, within ten days after the date that a valid Special Meeting Request is actually received
by the Secretary (the Delivery Date), a date and time for a Stockholder-Requested Meeting, then
such meeting shall be held at 2:00 p.m. local time on the 90
th
day after the Meeting
Record Date or, if such 90
th
day is not a Business Day (as defined below), on the first
preceding Business Day; and
provided further
that in the event that the Board of Directors fails to
designate a place for a Stockholder-Requested Meeting within ten days after the Delivery Date, then
such meeting shall be held at the principal executive office of the Corporation. In fixing a date
for any special meeting, the Chairman of the Board, the Chief Executive Officer, the President or
the Board of Directors may consider such factors as he, she or it deems relevant, including,
without limitation, the nature of the matters to be considered, the facts and circumstances
surrounding any request for the meeting and any plan of the Board of Directors to call an annual
meeting or a special meeting. In the case of any Stockholder-Requested Meeting, if the Board of
Directors fails to fix a Meeting Record Date that is a date within 30 days after the Delivery Date,
then the close of business on the 30
th
day after the Delivery Date shall be the Meeting
Record Date. The Board of Directors may revoke the notice for any Stockholder-Requested Meeting in
the event that the requesting stockholders fail to comply with the provisions of paragraph (3) of
this Section 1.02(b).
(5) If written revocations of the Special Meeting Request have been delivered to the Secretary
and the result is that stockholders of record (or their agents duly authorized in writing), as of
the Request Record Date, entitled to cast less than the Special Meeting Percentage have delivered,
and not revoked, requests for a special meeting to the Secretary: (i) if the notice of meeting has
not already been delivered, the Secretary shall refrain from delivering the notice of the meeting
and send to all requesting stockholders who have not revoked such requests written notice of any
revocation of a request for the special meeting, or (ii) if the notice of meeting has been
delivered and if the Secretary first sends to all requesting stockholders who have not revoked
requests for a special meeting on a matter written notice of any revocation of a request for the
special meeting and written notice of the Companys intention to revoke the notice of the meeting
or for the chairman of the meeting to adjourn the meeting without action on the matter, (A) the
Secretary may revoke the notice of the meeting at any time before ten days before the commencement
of the meeting or (B) the chairman of the meeting may call the meeting to order and adjourn the
meeting without acting on the matter. Any request for a special meeting received after a
revocation by the Secretary of a notice of a meeting shall be considered a request for a new
special meeting.
(6) The Chairman of the Board, the Chief Executive Officer, the President or the Board of
Directors may appoint regionally or nationally recognized independent inspectors of elections to
act as the agent of the Corporation for the purpose of promptly performing a ministerial review of
the validity of any purported Special Meeting Request received by the Secretary. For the purpose
of permitting the inspectors to perform such review, no such purported Special Meeting Request
shall be deemed to have been delivered to the Secretary until the earlier of (i) five Business Days
after receipt by the Secretary of such purported request and (ii) such date as the independent
inspectors certify to the Corporation that the valid requests received by the Secretary represent,
as of the Request Record Date, stockholders of record entitled to cast not less than the Special
Meeting Percentage. Nothing contained in this paragraph (6) shall in any way be construed to
suggest or imply that the Corporation or any stockholder shall not be entitled to contest the
validity of any request, whether during or after such five Business Day period, or to take any
other action (including, without limitation, the commencement, prosecution or defense of any
litigation with respect thereto, and the seeking of injunctive relief in such litigation).
(7) For purposes of these Bylaws, Business Day shall mean any day other than a Saturday, a
Sunday or a day on which banking institutions in the State of Ohio are authorized or obligated by
law or executive order to close.
SECTION 1.03. PLACE OF MEETINGS. Meetings of stockholders shall be held at such place in the
United States as is set from time to time by the Board of
Directors.
SECTION 1.04. NOTICE OF MEETINGS; WAIVER OF NOTICE. Not less than ten nor more than 90 days
before each stockholders meeting, the Secretary shall give written notice of the meeting to each
stockholder entitled to vote at the meeting and each other stockholder entitled by statute to
notice of the meeting, in writing or by electronic transmission stating the the time and place of
the meeting and, if the meeting is a special meeting or notice of the purpose is required by
statute, the purpose of the meeting, by mail, by presenting it to such stockholder personally, by
leaving it at the stockholders residence or usual place of business or by any other means
permitted by Maryland law If mailed, such notice shall be deemed to be given when deposited in the
United States mail addressed to the stockholder at the stockholders address as it appears on the
records of the Corporation, with postage thereon prepaid. If transmitted electronically, such
notice shall be deemed to be given when transmitted to the stockholder by an electronic
transmission to any address or number of the stockholder at which the stockholder receives
electronic transmissions. A single notice to all stockholders who share an address shall be
effective as to any stockholder at such address who consents to such notice or after having been
notified of the Corporations intent to give a single notice fails to object in writing to such
single notice within 60 days. Failure to give notice of any meeting to one or more stockholders,
or any irregularity in such notice, shall not affect the validity of any meeting fixed in
accordance with this Article I or the validity of any proceedings at any such meeting. .
Notwithstanding the foregoing provisions, each person who is entitled to notice waives notice if he
before or after the meeting signs a waiver of the notice which is filed with the records of
stockholders meetings, or is present at the meeting in person or by proxy. Any previously
scheduled meeting of the stockholders may be postponed, and any special meeting of the stockholders
(other than a special meeting requested by the stockholders pursuant to Section 1.02) may be
cancelled, by resolution of the Board of Directors upon public notice given prior to the time
previously scheduled for such meeting of stockholders.
SECTION 1.05. QUORUM; VOTING. Unless statute or the Charter provides otherwise, at any
meeting of stockholders the presence in person or by proxy of stockholders entitled to cast a
majority of all the votes entitled to be cast at the meeting constitutes a quorum. A nominee for
election to the Board of Directors at a meeting of stockholders shall be elected only if the number
of votes cast for such nominees election exceeds the number of votes cast against or
affirmatively withheld as to such nominees election;
provided,
however, that if, on either the
date of the Corporations proxy statement for the meeting or on the date of the meeting, the number
of nominees exceeds the number of directors to be elected, the directors shall be elected by a
plurality of all the votes cast at the meeting. Each share may be voted for as many individuals as
there are directors to be elected and for whose election the share is entitled to be voted. A
majority of the votes cast at a meeting of stockholders duly called and at which a quorum is
present shall be sufficient to approve any other matter which may properly come before the meeting,
unless more than a majority of the votes cast is required by statute or by the charter of the
Corporation. Unless otherwise provided by statute or by the charter of the Corporation, each
outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a
vote at a meeting of stockholders.
SECTION 1.06. ADJOURNMENTS. Whether or not a quorum is present, a meeting of stockholders may
be adjourned from time to time by the presiding officer or by the stockholders, present in person
or by proxy, by a majority vote. Any business which might have been transacted at the meeting as
originally notified may be deferred and transacted at any such adjourned meeting at which a quorum
shall be present. No further notice of an adjourned meeting other than by announcement shall be
necessary if held on a date not more than 120 days after the original record date.
SECTION 1.07. GENERAL RIGHT TO VOTE; PROXIES. Unless the Charter provides for a greater or
lesser number of votes per share or limits or denies voting rights, each outstanding share of
stock, regardless of class, is entitled to one vote on each matter to be submitted at a meeting of
stockholders. A stockholder may vote the stock the stockholder owns of record either in person or
by proxy executed by the stockholder or by the stockholders duly authorized agent in any manner
permitted by law. Such proxy or evidence of authorization of such proxy shall be filed with the
Secretary of the Corporation before or at the meeting. Unless a proxy provides otherwise, it is not
valid more than 11 months after its date.
SECTION 1.08. ADVANCE NOTICE OF STOCKHOLDER NOMINEES FOR DIRECTOR AND OTHER STOCKHOLDER
PROPOSALS.
(a) Annual Meetings of Stockholders. (1) Nominations of individuals for election to the Board
of Directors and the proposal of other business to be considered by the stockholders may be made at
an annual meeting of stockholders (i) pursuant to the Corporations notice of meeting, (ii) by or
at the direction of the Board of Directors or (iii) by any stockholder of the Corporation who was a
stockholder of record both at the time of giving of notice by the stockholder as provided for in
this Section 1.08 (a) and at the time of the annual meeting, who is entitled to vote at the meeting
in the election of each individual so nominated or on any such other business and who has complied
with this Section 1.08(a).
(2) For nominations or other business to be properly brought before an annual meeting by a
stockholder pursuant to clause (iii) of paragraph (a)(1) of this Section 1.08, the stockholder must
have given timely notice thereof in writing to the Secretary of the Corporation and such other
business must otherwise be a proper matter for action by the stockholders. To be timely, a
stockholders notice shall set forth all information required under this Section 1.08 and shall be
delivered to the Secretary at the principal executive office of the Corporation not earlier than
the 150
th
day nor later than 5:00 p.m., Eastern Time, on the 120
th
day prior
to the first anniversary of the date of the proxy statement for the preceding years annual
meeting; provided, however, that in the event that the date of the annual meeting is advanced or
delayed by more than 30 days from the first anniversary of the date of the preceding years annual
meeting, notice by the stockholder to be timely must be so delivered not earlier than the
150
th
day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern
Time, on the later of the 120
th
day prior to the date of such annual meeting or the
tenth day following the day on which public announcement of the date of such meeting is first made.
The public announcement of a postponement or adjournment of an annual meeting shall not commence a
new time period for the giving of a stockholders notice as described above.
(3) Such stockholders notice shall set forth:
(i) as to each individual whom the stockholder proposes to nominate for election or reelection
as a director (each, a Proposed Nominee), all information relating to the Proposed Nominee that
would be required to be disclosed in connection with the solicitation of proxies for the election
of the Proposed Nominee as a director in an election contest (even if an election contest is not
involved), or would otherwise be required in connection with such solicitation, in each case
pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules
thereunder (including the Proposed Nominees written consent to being named in the proxy statement
as a nominee and to serving as a director if elected);
(ii) as to any business that the stockholder proposes to bring before the meeting, a
description of such business, the stockholders reasons for proposing such business at the meeting
and any material interest in such business of such stockholder or any Stockholder Associated Person
(as defined below), individually or in the aggregate, including any anticipated benefit to the
stockholder or the Stockholder Associated Person therefrom;
(iii) as to the stockholder giving the notice, any Proposed Nominee and any Stockholder
Associated Person,
(A) the class, series and number of all shares of stock or other securities of the Corporation
or any affiliate thereof (collectively, the Company Securities), if any, which are owned
(beneficially or of record) by such stockholder, Proposed Nominee or Stockholder Associated Person,
the date on which each such Company Security was acquired and the investment intent of such
acquisition, and any short interest (including any opportunity to profit or share in any benefit
from any decrease in the price of such stock or other security) in any Company Securities of any
such person,
(B) the nominee holder for, and number of, any Company Securities owned beneficially but not
of record by such stockholder, Proposed Nominee or Stockholder Associated Person, and
(C) whether and the extent to which such stockholder, Proposed Nominee or Stockholder
Associated Person, directly or indirectly (through brokers, nominees or otherwise), is subject to
or during the last six months has engaged in any hedging, derivative or other transaction or series
of transactions or entered into any other agreement, arrangement or understanding (including any
short interest, any borrowing or lending of securities or any proxy or voting agreement), the
effect or intent of which is to (I) manage risk or benefit of changes in the price of Company
Securities for such stockholder, Proposed Nominee or Stockholder Associated Person or
(
II
) increase or decrease the voting power of such stockholder, Proposed Nominee or
Stockholder Associated Person in the Corporation or any affiliate thereof disproportionately to
such persons economic interest in the Company Securities; and
(D) any substantial interest, direct or indirect (including, without limitation, any existing
or prospective commercial, business or contractual relationship with the Corporation), by security
holdings or otherwise, of such stockholder, Proposed Nominee or Stockholder Associated Person, in
the Corporation or any affiliate thereof, other than an interest arising from the ownership of
Company Securities where such stockholder, Proposed Nominee or Stockholder Associated Person
receives no extra or special benefit not shared on a
pro rata
basis by all other holders of the
same class or series;
(iv) as to the stockholder giving the notice, any Stockholder Associated Person with an
interest or ownership referred to in clauses (ii) or (iii) of this paragraph (3) of this Section
1.08(a) and any Proposed Nominee,
(A) the name and address of such stockholder, as they appear on the Corporations stock
ledger, and the current name and business address, if different, of each such Stockholder
Associated Person and any Proposed Nominee and
(B) the investment strategy or objective, if any, of such stockholder and each such
Stockholder Associated Person who is not an individual and a copy of the prospectus, offering
memorandum or similar document, if any, provided to investors or potential investors in such
stockholder and each such Stockholder Associated Person; and
(v) to the extent known by the stockholder giving the notice, the name and address of any
other stockholder supporting the nominee for election or reelection as a director or the proposal
of other business on the date of such stockholders notice.
(4) Notwithstanding anything in this subsection (a) of this Section 1.08 to the contrary, in
the event that the number of directors to be elected to the Board of Directors is increased, and
there is no public announcement of such action at least 130 days prior to the first anniversary of
the date of the proxy statement for the preceding years annual meeting, a stockholders notice
required by this Section 1.08(a) shall also be considered timely, but only with respect to nominees
for any new positions created by such increase, if it shall be delivered to the Secretary at the
principal executive office of the Corporation not later than 5:00 p.m., Eastern Time, on the tenth
day following the day on which such public announcement is first made by the Corporation.
(5) For purposes of this Section 1.08, Stockholder Associated Person of any stockholder
means (i) any person acting in concert with such stockholder, (ii) any beneficial owner of shares
of stock of the Corporation owned of record or beneficially by such stockholder (other than a
stockholder that is a depositary) and (iii) any person that directly, or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common control with, such
stockholder or such Stockholder Associated Person.
(b) Special Meetings of Stockholders. Only such business shall be conducted at a special
meeting of stockholders as shall have been brought before the meeting pursuant to the Corporations
notice of meeting. Nominations of individuals for election to the Board of Directors may be made
at a special meeting of stockholders at which directors are to be elected only (i) by or at the
direction of the Board of Directors
,
(ii) by a stockholder that has requested that a special
meeting be called for the purpose of electing directors in compliance with Section 1.02 of this
Article I and that has supplied the information required by Section 1.02 of this Article I about
each individual whom the stockholder proposes to nominate for election of directors or (iii)
provided that the special meeting has been called in accordance with Section 1.02 of this Article I
for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder
of record both at the time of giving of notice provided for in this Section 1.08 and at the time of
the special meeting, who is entitled to vote at the meeting in the election of each individual so
nominated and who has complied with the notice procedures set forth in this Section 1.08. In the
event the Corporation calls a special meeting of stockholders for the purpose of electing one or
more individuals to the Board of Directors, any such stockholder may nominate an individual or
individuals (as the case may be) for election as a director as specified in the Corporations
notice of meeting, if the stockholders notice, containing the information required by paragraph
(a)(3) of this Section 1.08, shall be delivered to the Secretary at the principal executive office
of the Corporation not earlier than the 120
th
day prior to such special meeting and not
later than 5:00 p.m., Eastern Time on the later of the 90
th
day prior to such special
meeting or the tenth day following the day on which public announcement is first made of the date
of the special meeting and of the nominees proposed by the Board of Directors to be elected at such
meeting. The public announcement of a postponement or adjournment of a special meeting shall not
commence a new time period for the giving of a stockholders notice as described above.
(c) General. (1) If information submitted pursuant to this Section 1.08 by any stockholder
proposing a nominee for election as a director or any proposal for other business at a meeting of
stockholders shall be inaccurate in any material respect, such information may be deemed not to
have been provided in accordance with this Section 1.08. Any such stockholder shall notify the
Corporation of any inaccuracy or change (within two Business Days of becoming aware of such
inaccuracy or change) in any such information. Upon written request by the Secretary or the Board
of Directors, any such stockholder shall provide, within five Business Days of delivery of such
request (or such other period as may be specified in such request), (A) written verification,
satisfactory, in the discretion of the Board of Directors or any authorized officer of the
Corporation, to demonstrate the accuracy of any information submitted by the stockholder pursuant
to this Section 1.08, and (B) a written update of any information submitted by the stockholder
pursuant to this Section 1.08 as of an earlier date. If a stockholder fails to provide such
written verification or written update within such period, the information as to which written
verification or a written update was requested may be deemed not to have been provided in
accordance with this Section 1.08.
(2) Only such individuals who are nominated in accordance with this Section 1.11 shall be
eligible for election by stockholders as directors, and only such business shall be conducted at a
meeting of stockholders as shall have been brought before the meeting in accordance with this
Section 1.08. The chairman of the meeting shall have the power to determine whether a nomination
or any other business proposed to be brought before the meeting was made or proposed, as the case
may be, in accordance with this Section 1.08.
(3) Public announcement shall mean disclosure (i) in a press release reported by the Dow
Jones News Service, Associated Press, Business Wire, PR Newswire or other widely circulated news or
wire service or (ii) in a document publicly filed by the Corporation with the Securities and
Exchange Commission pursuant to the Exchange Act.
(4) Notwithstanding the foregoing provisions of this Section 1.08, a stockholder shall also
comply with all applicable requirements of state law and of the Exchange Act and the rules and
regulations thereunder with respect to the matters set forth in this Section 1.08. Nothing in this
Section 1.08 shall be deemed to affect any right of a stockholder to request inclusion of a
proposal in, or the right of the Corporation to omit a proposal from, the Corporations proxy
statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act. Nothing in
this Section 1.08 shall require disclosure of revocable proxies received by the stockholder or
Stockholder Associated Person pursuant to a solicitation of proxies after the filing of an
effective Schedule 14A by such stockholder or Stockholder Associated Person under Section 14(a) of
the Exchange Act.
SECTION 1.09. CONDUCT OF VOTING. At all meetings of stockholders, unless the voting is
conducted by inspectors, the proxies and ballots shall be received, and all questions relating to
the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall
be decided, in accordance with such procedures as shall from time to time be determined by the
presiding officer. If ordered by the presiding officer, the vote upon any election or question
shall be taken by ballot. Unless so ordered, no vote need be by ballot.
The Board of Directors by resolution shall appoint one or more inspectors, which inspector or
inspectors may include individuals who serve the Corporation in other capacities, including,
without limitation, as officers, employees, agents, or representatives, to act at the meetings of
stockholders and make a written report thereof. One or more persons may be designated as alternate
inspectors to replace any inspector who fails to act. If no inspector or alternate has been
appointed to act or is able to act at a meeting of stockholders, the presiding officer shall
appoint one or more inspectors to act at the meeting. Each inspector, before discharging 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 inspectors shall have the duties
prescribed by law.
ARTICLE II.
BOARD OF DIRECTORS
SECTION 2.01. FUNCTION OF DIRECTORS. The business and affairs of the Corporation shall be
managed under the direction of its Board of Directors. All powers of the Corporation may be
exercised by or under authority of the Board of Directors, except as conferred on or reserved to
the stockholders by statute or by the Charter or these Bylaws.
SECTION 2.02. NUMBER OF DIRECTORS; QUALIFICATIONS. The Corporation shall have the number of
directors provided by the Charter until changed as provided in this Section 2.02. A majority of
the entire Board of Directors may alter the number of directors set by the Charter to not more than
25 nor less than three directors; provided that any such action may not affect the tenure of office
of any director. No person shall be appointed, nominated or elected a director of the Corporation
after having attained the age of 70 years.
SECTION 2.03. ELECTION AND TENURE OF DIRECTORS. At each annual meeting of stockholders
each director shall be elected for a one-year term, and subject to removal, death, resignation,
retirement or disqualification, shall hold office until the next annual meeting and until his
successor shall be elected and qualify. A director may resign at any time by delivering his
resignation to the Board of Directors, the Chairman of the Board or the Secretary. Any resignation
shall take effect immediately upon its receipt or at such later time specified in the resignation.
The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated
in the resignation. A director may otherwise be removed from office only for cause by the
affirmative vote of the holders of two-thirds of all the votes entitled to be cast for the election
of directors.
SECTION 2.04. VACANCY ON BOARD. The stockholders may elect a successor to fill a vacancy on
the Board of Directors which results from the retirement or
removal of a director. A majority of the remaining directors, whether or not sufficient to
constitute a quorum, may fill a vacancy on the Board of Directors which results from any cause
except an increase in the number of directors and a majority of the entire Board of Directors may
fill a vacancy which results from an increase in the number of directors. Any director elected to
fill a vacancy shall serve for the remainder of the full term of the directorship in which the
vacancy occurred and until a successor is elected and qualifies.
SECTION 2.05. REGULAR MEETINGS. After each annual meeting of stockholders at which directors
shall have been elected, the Board of Directors shall meet as soon as practicable for the purpose
of organization and the transaction of other business. Such first regular meeting shall be held at
any place as may be designated by the Chairman, the President or the Board of Directors for such
first regular meeting, or in default of such designation at the place of the holding of the
immediately preceding meeting of stockholders. Any other regular meeting of the Board of Directors
shall be held on such date and at any place as may be designated from time to time by the Chairman
of the Board. No notice of such regular meetings shall be necessary if held as hereinabove
provided.
SECTION 2.06. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called at
any time by the Chairman of the Board, the Lead Director, if there be one, the President or by a
majority of the then-acting directors by vote at a meeting or in writing, or by a majority of the
members of the executive committee, if one be constituted, by vote at a meeting or in writing. A
special meeting of the Board of Directors shall be held on such date and at any place as may be
designated from time to time by the Board of Directors. In the absence of such designation, such
meeting shall be held at such place as may be designated in the call.
SECTION 2.07. NOTICE OF MEETING. Except as provided in Section 2.05, the Secretary shall give
notice or cause to be given to each director of each regular and special meeting of the Board of
Directors. The notice shall state the time and place of the meeting. Notice shall be delivered
personally or by telephone, electronic mail, facsimile transmission, courier or United States mail
to each director at his or her business or residence address. Notice by personal delivery,
telephone, electronic mail or facsimile transmission shall be given at least 24 hours prior to the
meeting; provided, however, that notice of a special meeting which is called by the Chairman, the
President, or the Lead Director, if there be one, is given to a director when it is delivered
personally to him or sent by telephone, electronic mail or facsimile transmission at least one hour
before the time of the meeting. Notice by United States mail shall be given at least three days
prior to the meeting. Notice by courier shall be given at least two days prior to the meeting.
Telephone notice shall be deemed to be given when the director or his or her agent is personally
given such notice in a telephone call to which the director or his or her agent is a party.
Electronic mail notice shall be deemed to be given upon transmission of the message to the
electronic mail address given to the Corporation by the director. Facsimile transmission notice
shall be deemed to be given upon completion of the transmission of the message to the number given
to the Corporation by the director and receipt of a completed answer-back indicating receipt.
Notice by United States mail shall be deemed to be given when deposited in the United States mail
properly addressed, with postage thereon prepaid. Notice by courier shall be deemed to be given
when deposited with or delivered to a courier properly addressed. Unless a statute, these Bylaws
or a resolution of the Board of Directors provides otherwise, the notice need not state the
business to be transacted at or the purposes of any regular or special meeting of the Board of
Directors. No notice of any meeting of the Board of Directors need be given to any director who
attends, or to any director who, in writing executed and filed with the records of the meeting
either before or after the holding thereof, waives such notice. Any regular or special meeting of
the Board of Directors may adjourn from time to time to reconvene at the same or some other place,
and no notice need be given of any such adjourned meeting other than by announcement.
SECTION 2.08. ACTION BY DIRECTORS. Unless statute, the Charter or these Bylaws requires a
greater proportion, the action of a majority of the directors present at a meeting at which a
quorum is present is the action of the Board of Directors. A majority of the entire Board of
Directors shall constitute a quorum for the transaction of business. In the absence of a quorum,
the directors present, by majority vote and without notice other than by announcement, may adjourn
the meeting from time to time until a quorum shall attend. At any such adjourned meeting at which
a quorum shall be present, any business may be transacted which might have been transacted at the
meeting as originally notified. Any action required or permitted to be taken at a meeting of the
Board of Directors may be taken without a meeting, if an unanimous written consent which sets forth
the action is signed by each member of the Board of Directors and filed with the minutes of the
proceedings of the Board of Directors.
SECTION 2.09. MEETING BY CONFERENCE TELEPHONE. Members of the Board of Directors may
participate in a meeting by means of a conference telephone or similar communications equipment if
all persons participating in the meeting can hear each other at the same time. Participation in a
meeting by these means constitutes presence in person at a meeting.
SECTION 2.10. COMPENSATION. The Board of Directors shall have the authority to fix the
compensation of the Directors. The directors may be paid their expenses, if any, of attendance at
each regular and special meeting of the Board of Directors or committees thereof. In addition, by
resolution of the Board of Directors, a stated annual retainer and/or a fixed sum for attendance at
each regular or special meeting of the Board of Directors or committees thereof, and other
compensation for their services as such, may be paid to directors. A director who serves the
Corporation in any other capacity also may receive compensation for such other services.
SECTION 2.11. LEAD DIRECTOR. The Board of Directors shall have the authority to elect a Lead
Director with the responsibilities set forth herein and as established from time to time by the
Board of Directors.
ARTICLE III.
COMMITTEES
SECTION 3.01. COMMITTEES. The Board of Directors may appoint from among its members an
Executive Committee and other committees composed of one or more directors and delegate to these
committees any of the powers of the Board of Directors, except the power to declare dividends or
other distributions on stock, elect directors, issue stock other than as provided in the next
sentence, recommend to the stockholders any action which requires stockholder approval, amend these
Bylaws, or approve any merger or share exchange which does not require stockholder approval. If the
Board of Directors has given general authorization for the issuance of stock which provides for or
establishes a method or procedure for determining the maximum number of shares to be issued, a
committee of the Board of Directors, in accordance with that general authorization or any stock
option or other plan or program adopted by the Board of Directors, may fix the terms of stock
subject to classification or reclassification and the terms on which any stock may be issued,
including all terms and conditions required or permitted to be established or authorized by the
Board of Directors.
SECTION 3.02. COMMITTEE PROCEDURE. The Board of Directors shall have the power to prescribe
the manner in which proceedings of each committee shall be held. Unless the Board of Directors
shall otherwise provide, the actions of each committee shall be governed by the following rules of
procedure. A majority of the members of a committee shall constitute a quorum for the transaction
of business and the act of a majority of those present at a meeting at which a quorum is present
shall be the act of the committee. The members of a committee present at any meeting, whether or
not they constitute a quorum, may appoint a director to act in the place of an absent member. Any
action required or permitted to be taken at a meeting of a committee may be taken without a
meeting, if an unanimous written consent which sets forth the action is signed by each member of
the committee and filed with the minutes of the committee. The members of a committee may conduct
any meeting thereof by conference telephone or similar communications equipment if all persons
participating in the meeting can hear each other at the same time. Participation in a meeting by
these means constitutes presence in person at a meeting. In the absence of any prescription by the
Board of Directors or any applicable provision of these Bylaws, each committee may prescribe the
manner in which its proceedings shall be conducted.
SECTION 3.03. DELEGATION. The Board of Directors may delegate to officers, employees or
agents, the performance of duties not specifically required by law
or these Bylaws to be performed by the Board of Directors.
ARTICLE IV.
OFFICERS
SECTION 4.01. EXECUTIVE AND OTHER OFFICERS. The Corporation shall have a President, a
Secretary, and a Treasurer and may also have a Chairman of the Board and one or more Vice Chairmen.
The Board of Directors may designate who shall serve as Chief Executive Officer, having general
supervision of the business and affairs of the Corporation, and as Chief Operating Officer, having
supervision of the operations of the Corporation. In the absence of designation the Chairman shall
serve as Chief Executive Officer. The Corporation may also have one or more Vice Presidents (which
may be designated Senior Executive Vice President, Executive Vice President, Senior Vice President
or Vice President), assistant officers and such other officers as may be established by the Board
of Directors. A person may hold more than one office in the Corporation but may not serve
concurrently as both President and Vice President of the Corporation. The Chairman of the Board
and President shall be directors. The other officers may be directors.
SECTION 4.02. ELECTION, TENURE AND REMOVAL OF OFFICERS. The Board of Directors or any
committee of the Board of Directors shall elect the officers or may from time to time authorize any
non-Board committee or officer to appoint any officer subordinate to the level of Senior Vice
President, including any Vice President and any assistant and subordinate officers. The officers
shall be appointed to hold their respective offices at the pleasure of the Board of Directors. The
Board of Directors or, as to any assistant or subordinate officer, any committee or officer
authorized by the Board of Directors, may remove an officer at any time. The removal of an officer
does not prejudice any of his contractual rights. The Board of Directors or, as to any assistant
or subordinate officer, any committee or officer authorized by the Board of Directors, may fill a
vacancy which occurs in any office.
SECTION 4.03. CHAIRMAN OF THE BOARD. The Chairman of the Board, if one be elected, shall
preside at all meetings of the Board of Directors and of the stockholders at which he shall be
present; he may sign and execute, in the name of the Corporation, all authorized deeds, mortgages,
bonds, contracts or other instruments of every description. In general, he shall perform all such
duties as are from time to time assigned to him by the Board of Directors.
SECTION 4.04. PRESIDENT. The President, in the absence of the Chairman of the Board, shall
preside at all meetings of the Board of Directors and of the stockholders at which he shall be
present; he may sign and execute, in the name of the Corporation, all authorized deeds, mortgages,
bonds, contracts or other instruments of every description. In general, he shall perform all duties
usually performed by a president of a corporation and such other duties as are from time to time
assigned to him by the Board of Directors or the Chief Executive Officer of the Corporation.
SECTION 4.05. VICE PRESIDENTS. The Vice President or Vice Presidents, at the request of the
Chief Executive Officer or the President, or in the Presidents absence or during his inability to
act, shall perform the duties and exercise the functions of the President, and when so acting shall
have the powers of the President. If there be more than one Vice President, the Board of Directors
may determine which one or more of the Vice Presidents shall perform any of such duties or exercise
any of such functions, or if such determination is not made by the Board of Directors, the Chief
Executive Officer or the President may make such determination; otherwise any of the Vice
Presidents may perform any of such duties or exercise any of such functions. The Vice President or
Vice Presidents shall have such other powers and perform such other duties,
and have such additional descriptive designations in their titles, if any, as are from time to time
assigned to them by the Board of Directors, the Chief Executive Officer, or the President.
SECTION 4.06. SECRETARY. The Secretary shall keep the minutes of the
meetings of the stockholders and the Board of Directors in books provided for such purpose; he
shall see that all notices are duly given in accordance with the provision of these Bylaws or as
required by law; he shall be custodian of the records of the Corporation; he may witness any
document on behalf of the Corporation, the execution of which is duly authorized, see that the
corporate seal is affixed where such document is required or desired to be under its seal, and,
when so affixed, may attest the same; and, in general, he shall perform all duties incident to the
office of a secretary of a corporation, and such other duties as are from time to time assigned to
him by the Board of Directors, the Chief Executive Officer, or the President.
SECTION 4.07. TREASURER. The Treasurer shall have charge of and be responsible for all funds,
securities, receipts and disbursements of the Corporation, and shall deposit, or cause to be
deposited, in the name of the Corporation, all moneys or other valuable effects in such banks,
trust companies or other depositories as shall, from time to time, be selected by the executive
officers. He shall render to the Chief Executive Officer, the President and the Board of
Directors, whenever requested, an account of the financial condition of the Corporation; and, in
general, he shall perform all the duties incident to the office of a treasurer of a corporation,
and such other duties as are from time to time assigned to him by the Board of Directors, the Chief
Executive Officer, or the President.
SECTION 4.08. ASSISTANT AND SUBORDINATE OFFICERS. The assistant and subordinate officers of
the Corporation are all officers below the office of Vice President, Secretary, or Treasurer. The
assistant or subordinate officers shall have such duties as are from time to time assigned to them
by the Board of Directors, the Chief Executive Officer, the President or any committee or officer
authorized by the Board of Directors to appoint any such assistant and subordinate officers.
ARTICLE V.
STOCK
SECTION 5.01. CERTIFICATES FOR STOCK. Each stockholder is entitled to certificates which
represent and certify the shares of stock he holds in the Corporation. Each stock certificate
shall include on its face the name of the Corporation, the name of the stockholder or other person
to whom it is issued, and the class of stock and number of shares it represents. The certificate
shall be in such form, not inconsistent with law or with the Charter, as shall be approved by the
Board of Directors or any officer or officers designated for such purpose by resolution of the
Board of Directors. Each stock certificate shall be signed by the Chairman of the Board, the
President, or a Vice President, and countersigned by the Secretary, an Assistant Secretary, the
Treasurer, or an Assistant Treasurer. Each certificate may be sealed with the actual corporate
seal or a facsimile of it or in any other form and the signatures may be either manual or facsimile
signatures. A certificate is valid and may be issued whether or not an officer who signed it is
still an officer when it is issued.
SECTION 5.02. TRANSFER. The Board of Directors shall have the power and authority to make
such rules and regulations as it may deem expedient concerning the issue, transfer and registration
of certificates of stock; and may appoint transfer agents and registrars thereof. The duties of
transfer agent and registrar may be combined.
SECTION 5.03. RECORD DATE AND CLOSING OF TRANSFER BOOKS. The Board of Directors may set a
record date or direct that the stock transfer books be closed for a stated period for the purpose
of making any proper determination with respect to the stockholders, including which stockholders
are entitled to notice of a meeting, vote at a meeting, receive a dividend, or be allotted other
rights. The record date may not be prior to the close of business on the day the record date is
fixed and may not be more than 90 days before the date on which the action requiring the
determination will be taken; the transfer books may not be closed for a period longer than 20 days;
and, in the case of a meeting of stockholders, the record date or the closing of the transfer books
shall be at least ten days before the date of the meeting.
SECTION 5.04. STOCK LEDGER. The Corporation shall maintain a stock ledger which contains the
name and address of each stockholder and the number of shares of stock of each class which the
stockholder holds. The stock ledger may be in written form or in any other form which can be
converted within a reasonable time into written form for visual inspection. The original or a
duplicate of the stock ledger shall be kept at the offices of a transfer agent for the particular
class of stock, or, if none, at the executive offices of the Corporation.
SECTION 5.06. LOST STOCK CERTIFICATES. The Board of Directors of the Corporation may
determine the conditions for issuing a new stock certificate in place of one which is alleged to
have, been lost, stolen, or destroyed, or the Board of Directors may delegate such power to any
officer or officers of the Corporation. In their discretion, the Board of Directors or such
officer or officers may refuse to issue such new certificate save upon the order of some court
having jurisdiction in the premises.
ARTICLE VI.
FINANCE
SECTION 6.01. CHECKS, DRAFTS, ETC. All checks, drafts and orders for the payment of money,
notes and other evidences of indebtedness, issued in the name of the Corporation, shall be signed
by such agents as may be designated from time to time by the Board of Directors or authorized
officers of the Corporation.
SECTION 6.02. ANNUAL STATEMENT OF AFFAIRS. The Chairman, President, a Vice President or the
Treasurer shall prepare or cause to be prepared annually a full and correct statement of the
affairs of the Corporation, including a balance sheet and a financial statement of operations for
the preceding fiscal year.
SECTION 6.03. FISCAL YEAR. The fiscal year of the Corporation shall be the twelve calendar
months period ending December 31 in each year, unless otherwise provided by the Board of Directors.
SECTION 6.04. DIVIDENDS. If declared by the Board of Directors at any meeting thereof, the
Corporation may pay dividends on its shares in cash, property, or in shares of the capital stock of
the Corporation, unless such dividend is contrary to law or to a restriction contained in the
Charter.
ARTICLE VII.
SUNDRY PROVISIONS
SECTION 7.01. BOOKS AND RECORDS. The Corporation shall keep correct and complete books and
records of its accounts and transactions and minutes of the proceedings of its stockholders and
Board of Directors and of any executive or other committee when exercising any of the powers of the
Board of Directors. The books and records of the Corporation may be in written form or in any
other form which can be converted within a reasonable time into written form for visual inspection.
Minutes shall be recorded in written form but may be maintained in the form of a reproduction. The
original or a certified copy of these Bylaws shall be kept at the principal office of the
Corporation.
SECTION 7.02. CORPORATE SEAL. The Board of Directors shall provide a suitable seal, bearing
the name of the Corporation, which shall be in the charge of the Secretary. The Board of Directors
may authorize one or more duplicate seals and provide for the custody thereof. If the Corporation
is required to place its corporate seal to a document, it is sufficient to meet the requirement of
any law, rule, or regulation relating to a corporate seal to place the word Seal adjacent to the
signature of the person authorized to sign the document on behalf of the Corporation.
SECTION 7.03. BONDS. The Board of Directors may require any officer, agent or employee of the
Corporation to give a bond to the Corporation, conditioned upon the faithful discharge of his
duties, with one or more sureties and in such amount as may be satisfactory to the Board of
Directors.
SECTION 7.04. VOTING UPON SHARES IN OTHER CORPORATIONS. Stock of other corporations or
associations which is registered in the name of, or beneficially owned by, the Corporation, or
which the Corporation is entitled to vote or direct the voting of in its fiduciary capacity or
otherwise, may be voted by the Chairman, the President, any Vice President, or a proxy appointed by
any of them. The Board of Directors, however, may by resolution appoint some other person to vote
such shares, in which case such person shall be entitled to vote such shares upon the production of
a certified copy of such resolution.
SECTION 7.05. EXECUTION OF DOCUMENTS. A person who holds more than one office in the
Corporation may not act in more than one capacity to execute, acknowledge, or verify an instrument
required by law to be executed, acknowledged, or verified by more than one officer.
SECTION 7.06. AMENDMENTS. The Board of Directors shall have the power, at any regular or
special meeting thereof, to amend, alter or repeal the Bylaws of the Corporation, or to make and
adopt new bylaws. These Bylaws may be amended, altered or repealed and new bylaws may be adopted by
the stockholders of the Corporation to the extent and as provided in the Charter of the
Corporation.