SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM_____TO_____
ROWAN COMPANIES, INC.
---------------------
(Exact name of registrant as specified in its charter)
Delaware 1-5491 75-0759420
------------------------------ -------------- -------------------
(State or other jurisdiction of Commission File (I.R.S. Employer
incorporation or organization) Number Identification No.)
2800 Post Oak Boulevard, Suite 5450 Houston, Texas 77056-6127
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(Address of principal executive offices) (Zip Code)
(713) 621-7800
-------------------------------------------------------
Registrant's telephone number, including area code
Inapplicable
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(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- ----
The number of shares of common stock, $.125 par value, outstanding at July 31,
2002 was 93,765,090.
EXPLANATORY NOTE
Effective as of August 1, 2002, the Board of Directors of Rowan Companies, Inc.
(the "Company") adopted by unanimous consent, amendments to the Bylaws of the
Company. The purpose of this Form 10-Q/A is to file an amended Exhibit 3.1 to
correct errors in the Amendment to the Bylaws and the Bylaws previously filed as
Exhibits 3a and 3b, respectively, to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2002. The changes appear throughout Exhibit 3.1.
The purpose of the amendments to the Bylaws was: (a) to set forth new or altered
powers and responsibilities of the most-senior officer positions of the Company,
to include: (i) Chairman of the Board, the holder thereof to be the chief
executive officer of the Company, (ii) President, the holder thereof to be the
chief operating officer of the Company, and (iii) the newly-created position of
Vice Chairman of the Board, the holder thereof to the chief administrative
officer of the Company and (b) to alter (i) the procedure by which the Company
appoints inspectors of election and (ii) the provisions relating to the
nomination of candidates for election to the Company's Board of Directors. This
description of the amendments to the Company's Bylaws amends the description
included in Exhibit 3a to the Company's Form 10-Q for the quarter ended June 30,
2002, and is qualified by reference to the Bylaws, as amended, of the Company,
effective as of August 1, 2002, attached hereto as Exhibit 3.1.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
-------- --------------------------------
(a) The following is a list of Exhibits filed with this Form 10-Q/A:
3.1 Bylaws of the Company, as Amended, as of August 1, 2002
(b) No reports on Form 8-K were filed by the Registrant during the second
quarter of fiscal year 2002.
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 thereunto duly authorized.
ROWAN COMPANIES, INC.
(Registrant)
Date: December 17, 2002 /s/ E. E. THIELE
-------------------------------
E. E. Thiele
Senior Vice President- Finance,
Administration and Treasurer
(Chief Financial Officer)
Date: December 17, 2002 /s/ W. H. WELLS
-------------------------------
W. H. Wells
Controller
(Chief Accounting Officer)
2
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U. S. C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, C. R. Palmer, Chief Executive Officer of Rowan Companies, Inc., certify that:
1. I have reviewed this Amendment on Form 10-Q/A to the quarterly report on
Form 10-Q of Rowan Companies, Inc. for the period ended June 30, 2002;
2. Based on my knowledge, this Amendment to the quarterly report does not
contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the
period covered by this quarterly report.
Date: December 17, 2002 /s/ C. R. Palmer
-------------------------------------
C. R. Palmer
Chairman and Chief Executive Officer
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U. S. C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, E. E. Thiele, Chief Financial Officer of Rowan Companies, Inc., certify that:
1. I have reviewed this Amendment on Form 10-Q/A to the quarterly report on
Form 10-Q of Rowan Companies, Inc. for the period ended June 30, 2002;
2. Based on my knowledge, this Amendment to the quarterly report does not
contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the
period covered by this quarterly report.
Date: December 17, 2002 /s/ E. E. Thiele
--------------------------------
Senior Vice President - Finance,
Administration and Treasurer
(Chief Financial Officer)
3
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U. S. C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Amendment on Form 10-Q/A to the Quarterly Report of
Rowan Companies, Inc. (the "Company") on Form 10-Q for the period ended June 30,
2002, as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, C. R. Palmer, Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company for the periods presented.
Date: December 17, 2002 /s/ C. R. Palmer
-------------------------------------
C. R. Palmer
Chairman and Chief Executive Officer
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U. S. C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Amendment on Form 10-Q/A to the Quarterly Report of
Rowan Companies, Inc. (the "Company") on Form 10-Q for the period ended June 30,
2002, as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, E. E. Thiele, Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company for the periods presented.
Date: December 17, 2002 /s/ E. E. Thiele
--------------------------------
Senior Vice President - Finance,
Administration and Treasurer
(Chief Financial Officer)
4
EXHIBIT 3.1
BYLAWS
AS AMENDED
ROWAN COMPANIES, INC.
A DELAWARE CORPORATION
EFFECTIVE AS OF
AUGUST 1, 2002
1
B Y L A W S
I N D E X
Page
----
ARTICLE I OFFICES
Section 1. Principal Offices 4
Section 2. Registered Office 4
Section 3. Other Offices 4
ARTICLE II MEETINGS OF STOCKHOLDERS
Section 1. Place of Meetings 4
Section 2. Notice of Meetings 4
Section 3. Quorum 5
Section 4. Annual Meetings; Election of Directors 5
Section 5. Special Meetings 5
Section 6. Voting; Elections; Inspectors; Votes by Ballot 5
Section 7. Conduct of Stockholders' Meetings 6
Section 8. Validity of Proxies; Ballots, etc. 6
Section 9. Stock List 6
ARTICLE III BOARD OF DIRECTORS
Section 1. Number, Qualification and Nominations 7
Section 2. Classes of Directors and Term of Office 8
Section 3. Newly Created Directorships 8
Section 4. Vacancies 8
Section 5. Compensation 8
ARTICLE IV MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Meetings of Directors 8
Section 2. First Meeting 8
Section 3. Election of Officers 8
Section 4. Regular Meetings 9
Section 5. Special Meetings 9
Section 6. Notice 9
Section 7. Quorum 9
Section 8. Order of Business 9
Section 9. Presumption of Assent 9
Section 10. Action Without a Meeting or Telephone
Conference Meeting 9
2
Page
----
ARTICLE V COMMITTEES
Section 1. Executive Committee and Other Committees 10
Section 2. Procedure; Meetings; Quorum 10
ARTICLE VI OFFICERS
Section 1. Number, Titles, and Term of Office 11
Section 2. Salaries 11
Section 3. Removal of Officers 11
Section 4. The Chairman of the Board 11
Section 5. The President 11
Section 6. The Vice Chairman of the Board 12
Section 7. Vice Presidents 12
Section 8. Treasurer 12
Section 9. Assistant Treasurer 12
Section 10. Secretary 12
Section 11. Assistant Secretaries 13
ARTICLE VII INDEMNIFICATION OF DIRECTORS, OFFICERS
EMPLOYEES AND AGENTS
Section 1. Right to Indemnification 13
Section 2. Indemnification of Employees and Agents 14
Section 3. Right of Claimant to Bring Suit 14
Section 4. Nonexclusivity of Rights 14
Section 5. Insurance 14
Section 6. Savings Clause 14
Section 7. Definitions 14
ARTICLE VIII CAPITAL STOCK
Section 1. Certificates of Stock 15
Section 2. Transfer of Shares 15
Section 3. Ownership of Shares 15
Section 4. Record Date 15
Section 5. Regulations Regarding Certificates 16
Section 6. Dividends 16
Section 7. Lost or Destroyed Certificates 16
ARTICLE IX MISCELLANEOUS PROVISIONS
Section 1. Fiscal Year 16
Section 2. Seal 16
Section 3. Notice and Waiver of Notice 16
Section 4. Resignations 16
ARTICLE X AMENDMENTS 17
3
BYLAWS
OF
ROWAN COMPANIES, INC.
AS AMENDED
Article I
Offices
-------
Section 1. Principal Office. The principal office of the Corporation shall
be in the City of Houston, County of Harris, State of Texas.
Section 2. Registered Office. Until the Board of Directors otherwise
determines, the registered office of the Corporation required by law (meaning,
here and hereinafter, as required from time to time by the General Corporation
Law of the State of Delaware) to be maintained in the State of Delaware, shall
be in the City of Wilmington, County of New Castle, State of Delaware, and the
name of the resident agent in charge thereof is The Corporation Trust Company,
or such other office and agent as may be designated from time to time by the
Board of Directors in the manner provided by law. Such registered office need
not be identical to the principal place of business of the Corporation.
Section 3. Other Offices. 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. Place of Meetings. All meetings of the stockholders shall be
held in the City of Houston at the principal offices of the Corporation or at
such other places as may be designated by the Board of Directors or Executive
Committee and shall be specified or fixed in the notices or waivers of notices
thereof.
Section 2. Notice of Meetings. Written or printed notice stating the place,
day and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
(10) nor more than sixty (60) days before the date of the meeting, either
personally or by mail, by or at the direction of the Chairman of the Board, the
President, the Vice Chairman of the Board, the Secretary, or the officer or
person calling the meeting, to each stockholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail addressed to the stockholder at his address
as it appears on the records of the Corporation, with postage thereon prepaid.
When a meeting is adjourned to another place, date or time, written notice
need not be given of the adjourned meeting if the place, date, and time thereof
are announced at the meeting at which the adjournment is taken; provided,
however, that if the date of any adjourned meeting is more than thirty (30) days
after the date for the original meeting, or if after the
4
adjournment a new record date is fixed for the adjourned meeting, written notice
of the place, date, and time of the adjourned meeting shall be given in
conformity herewith. At any adjourned meeting, any business may be transacted
which might have been transacted at the original meeting.
Section 3. Quorum. The holders of at least a majority of the outstanding
shares entitled to vote thereat, present in person or represented by proxy,
shall constitute a quorum at all meetings of stockholders for the transaction of
business, except as otherwise provided by law, by the Certificate of
Incorporation or by these Bylaws. If, however, such quorum shall not be present
or represented at any meeting of stockholders, the stockholders entitled to vote
thereat, present in person or represented by proxy, shall have the power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting of the time and place to which the meeting is being adjourned, to a
time when 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 called. A holder
of a share shall be treated as being present at a meeting if the holder of such
share is (i) present in person at the meeting or (ii) represented at the meeting
by a valid proxy, whether the proxy card granting such proxy is marked as
casting a vote or abstaining or is left blank.
Section 4. Annual Meetings; Election of Directors. An annual meeting of the
stockholders, for the election of directors to succeed those whose terms expire
and for the transaction of such other business as may properly come before the
meeting, shall be held on the fourth Friday in April of each year, at 9:00 a.m.,
local time, if not a legal holiday, at the principal offices of the Corporation
in Houston, Texas or at such other place, date, and time as the Board of
Directors or Executive Committee shall designate each year. Any business may be
transacted at the annual meeting, except as otherwise provided by law, the
Certificate of Incorporation or these Bylaws.
Section 5. Special Meetings. In addition to any condition that may be
provided for in the Certificate of Incorporation, special meetings of the
stockholders for any purpose or purposes may be called at any time in the
interval between annual meetings by the Chairman of the Board, the President,
the Vice Chairman of the Board, the Board of Directors, or the Executive
Committee. Special meetings of the Stockholders may not be called by any other
person or persons.
Section 6. Voting; Elections; Inspectors; Votes by Ballot. Unless otherwise
provided in the Certificate of Incorporation, at all meetings of stockholders,
every stockholder of record of any class entitled to vote thereat shall have one
vote for each share of stock standing in his name on the books of the
Corporation on the date for the determination of stockholders entitled to vote
at such meeting, either in person or by proxy appointed by instrument in writing
subscribed by such stockholder or his duly authorized attorney, and bearing a
date not more than three years prior to said meeting unless said instrument
provides for a longer period.
If a quorum exists, action on a matter (including the election of
directors) shall be approved if the votes cast in favor of the matter or
election of the director exceed the votes cast opposing the matter or election
of such director. In determining the number of votes cast, shares abstaining
from voting on a matter (including elections) will not be treated as votes cast.
The provisions of this paragraph will govern with respect to all votes of
stockholders except as otherwise provided for in these Bylaws or in the
Certificate of Incorporation or by some specific statutory provision superseding
the provisions contained in these Bylaws or the Certificate of Incorporation.
5
Prior to any meeting of stockholders, the Board of Directors of the
Corporation may appoint one or more inspectors of election to act at such
meeting. In the event of the failure of the Board of Directors to make such
appointment or if any inspector of election shall for any reason fail to attend
and to act at such meeting, the chairman of the meeting shall appoint one or
more inspectors of election who shall subscribe an oath or affirmation to
execute faithfully the duties of inspectors at such election with strict
impartiality and according to the best of their ability shall canvass the votes
and make and sign a certificate of the results thereof. The inspectors of
election may appoint or retain other persons or entities to assist them in the
performance of their duties. No candidate for the office of director shall be
appointed as such inspector.
As provided in the Certificate of Incorporation of the Corporation, all
elections of directors shall be viva voce unless one or more stockholders
present at the meeting at which directors are elected shall request in writing
that such election be by ballot. The chairman of the meeting may cause a vote by
ballot to be taken upon any matter, and such vote by ballot shall be taken upon
the request of the holders of 10% of the stock present and entitled to vote on
such other matter.
Section 7. Conduct of Stockholders' Meetings. The meetings of the
stockholders shall be presided over by the Chairman of the Board, or if he is
not present, by the President or the Vice Chairman of the Board, as designated
by the Board of Directors, or if none of such officers is present, by a Vice
President designated by the Board of Directors, or if none of such officers is
present, by another chairman designated by the Board of Directors. The Secretary
of the Corporation, if present, shall act as secretary of such meetings, or if
he is not present, an Assistant Secretary shall so act; if neither the Secretary
nor an Assistant Secretary is present, then a secretary shall be appointed by
the chairman of the meeting.
The chairman of any meeting of stockholders shall determine the order of
business and the procedures at the meeting, including such regulation of the
manner of voting which is not otherwise prescribed by law, the Certificate of
Incorporation or these Bylaws.
Section 8. Validity of Proxies; Ballots, etc. At every meeting of the
stockholders, all proxies shall be received and taken charge of, and all ballots
shall be received and canvassed by, the inspector(s) of election who shall
decide all questions touching the qualification of voters, the validity of the
proxies, and the acceptance or rejection of votes.
Section 9. Stock List. At least ten (10) days before every meeting of
stockholders, the Secretary shall prepare (or cause to be prepared) a complete
list of stockholders entitled to vote at any meeting of stockholders, arranged
in alphabetical order for each class of stock and showing the address of each
such stockholder and the number of shares registered in his name. Such list
shall be open to the examination of any such stockholder, for any purpose
germane to the meeting, during ordinary business hours for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or if not so specified, at the place where the meeting is to be held.
The stock list shall also be kept at the place of the meeting during the
whole time thereof and shall be open to the examination of any such stockholder
who is present. This list shall presumptively determine the identity of the
stockholders entitled to vote at the meeting and the number of shares held by
each of them.
6
Article III
Board of Directors
------------------
Section 1. Number, Qualification and Nominations. The business and property
of the Corporation shall be managed by the Board of Directors, and subject to
the restrictions imposed by law, the Certificate of Incorporation or these
Bylaws, they may exercise all the powers of the Corporation. Directors need not
be stockholders or residents of Delaware.
The Board of Directors shall consist of not less than one nor more than
thirty directors, as so determined from time to time by resolution of the Board
of Directors. If the Board of Directors makes no such determination, the number
of directors shall be the number set forth in the Certificate of Incorporation.
Within the above limits, the number of directors may be increased or decreased
(provided such decrease does not shorten the term of any incumbent director)
from time to time by resolution of the Board of Directors.
Nominations of candidates for election as directors of the Corporation at
any meeting of stockholders of the Corporation may be made by or at the
direction of the Board of Directors (or any duly authorized committee thereof)
or by any stockholder entitled to vote at such meeting who complies with the
provisions of this paragraph. Not less than 60 days prior to the date of the
anniversary of the annual meeting held in the prior year, in the case of an
annual meeting, or, in the case of a special meeting called by the Chairman of
the Board, the President, the Vice Chairman of the Board, the Board of Directors
or the Executive Committee for the purpose of electing directors, not more than
10 days following the earlier of the date of notice of such special meeting or
the date on which a public announcement of such meeting is made, any stockholder
who intends to make a nomination at the meeting shall deliver written notice to
the Secretary of the Corporation setting forth (i) the name and address of the
stockholder who intends to make the nomination and of the person or persons to
be nominated; (ii) a representation that the stockholder (A) is a holder of
record of stock of the Corporation specified in such notice, (B) is or will be
entitled to vote at such meeting, and (C) intends to appear in person or by
proxy at the meeting to nominate the person or persons specified in the notice;
and (iii) such other information concerning each such nominee as would be
required under the rules of the Securities and Exchange Commission in a proxy
statement soliciting proxies for the election of such nominee and in a Schedule
14A (or other comparable required filing then in effect) under the Securities
Exchange Act of 1934. In the event that a person is validly designated as a
proposed nominee in accordance with this paragraph (including a bona fide
statement that the nominee is willing to be nominated) and shall thereafter
become unable or unwilling to stand for election to the Board of Directors, the
stockholder who made such designation may designate promptly in the manner set
forth above a substitute proposed nominee, notwithstanding the minimum time
period set forth in this paragraph. No person may be elected as a director at a
meeting of stockholders unless nominated in accordance with this paragraph, and
any purported nomination or purported election not made in accordance with the
procedures as set forth in this paragraph shall be void. In addition to any
other requirements relating to amendments to these Bylaws, no proposal by any
stockholder to repeal or amend this paragraph shall be brought before any
meeting of the stockholders of the Corporation unless written notice is given of
(i) such proposed repeal or the substance of such proposed amendment; (ii) the
name and address of the stockholder who intends to propose such repeal or
amendment, and (iii) a representation that the stockholder is a holder of record
of stock of the Corporation specified in such notice, is or will be entitled to
vote at such meeting and intends to appear in person or by proxy at such meeting
to make the proposal. Such notice shall be given
7
in the manner and at the time specified above in this paragraph. Any proposal to
repeal or amend or any such purported repeal or purported amendment of this
paragraph not made or adopted in accordance with the procedures set forth in
this paragraph shall be void.
Section 2. Classes of Directors and Term of Office. As provided in the
Certificate of Incorporation, the Board of Directors shall be and is divided
into three classes, Class I, Class II and Class III, which shall be as nearly
equal in number as possible. Each director shall serve for a term ending on the
date of the third annual meeting following the annual meeting at which such
class of directors of which he is a member was elected. Effective as of April
27, 2001, each class of directors, Class I, Class II and Class III, shall have
three directors. Each director shall serve until his successor is elected and
qualified or until death, retirement, resignation or removal for cause.
Section 3. Newly Created Directorships. In the event of any increase or
decrease in the authorized number of directors, (i) each director then serving
as such shall nevertheless continue as a director of the class of which he is a
member until the expiration of his current term, or his prior death, retirement,
resignation, or removal for cause, and (ii) the newly created or eliminated
directorships resulting from such increase or decrease shall be apportioned by
the Board of Directors among the three classes of directors so as to maintain
such classes as nearly equal as possible.
Section 4. Vacancies. Should a vacancy occur or be created, whether arising
through death, resignation or removal of a director for cause, or through an
increase in the number of directors of any class, such vacancy shall be filled
by a majority vote of the remaining directors of the class in which such vacancy
occurs, or by the sole remaining director of that class if only one such
director remains, or by the majority vote of the remaining directors of the
other two classes if there be no remaining member of the class in which the
vacancy occurs. A director so elected to fill a vacancy shall serve for the
remainder of the then present term of office of the class to which he was
elected.
Section 5. Compensation. The Board of Directors shall have the authority to
fix the compensation of directors.
Article IV
Meetings of the Board of Directors
----------------------------------
Section 1. Meetings of Directors. The directors may hold their meetings and
may have an office and keep the books of the Corporation, except as otherwise
provided by the Certificate of Incorporation or Bylaws, in such place or places
in the State of Delaware, or outside the State of Delaware, as the Board of
Directors may from time to time determine.
Section 2. First Meeting. Each newly elected Board of Directors may hold
its first meeting for the purpose of organization and the transaction of
business, if a quorum is present, immediately after and at the same place as the
annual meeting of the stockholders, and no notice of such meeting shall be
necessary.
Section 3. Election of Officers. At the first meeting of the Board of
Directors in each year at which a quorum shall be present, held next after the
annual meeting of stockholders, the Board of Directors shall proceed to the
election of the officers of the Corporation.
8
Section 4. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such times and places as shall be designated from time to time
by resolution of the Board of Directors. Notice of such regular meetings shall
not be required.
Section 5. Special Meetings. Special meetings of the Board of Directors
shall be held whenever called by the Chairman of the Board, the President, the
Vice Chairman of the Board, or by a majority of the directors in office at the
time. Each such special meeting shall be held at such time and place as shall be
designated by the officer or directors calling such meeting.
Section 6. Notice. The Secretary shall give notice of each special meeting
in person, or by mail or telegraph to each director at least twenty-four (24)
hours before the time of such meeting. The attendance of a director at any
meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business on the grounds that the meeting is not lawfully
called or convened. Notice may also be waived in writing as provided in Article
IX, Section 3 of these Bylaws. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board of Directors need be
specified in any written waiver of notice of such meeting.
Section 7. Quorum. Unless the Certificate of Incorporation or these Bylaws
otherwise require, a majority of the total number of directors then in office
shall constitute a quorum for the transaction of business, but if at any meeting
of the Board of Directors there is less than a quorum present, a majority of
those present or any director solely present may adjourn the meeting from time
to time without further notice. The act of a majority of the directors present
at a meeting at which a quorum is in attendance shall be the act of the Board of
Directors, unless the act of a greater number is required by the Certificate of
Incorporation or by these Bylaws.
Section 8. Order of Business. At meetings of the Board of Directors,
business shall be transacted in such order as from time to time the Board of
Directors may determine and the Chairman of the Board shall preside. In the
absence of the Chairman of the Board, the President or the Vice Chairman of the
Board shall preside, as designated by the Board of Directors; and in the absence
of the Chairman of the Board, the President and the Vice Chairman of the Board,
a chairman shall be designated by the Board of Directors from among the
directors present. The Secretary of the Corporation shall act as secretary of
the meetings of the Board of Directors, but in the absence of the Secretary, the
presiding chairman may appoint an Assistant Secretary or any other person to act
as secretary of the meeting.
Section 9. Presumption of Assent. A director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action unless his
dissent shall be entered in the minutes of the meeting or unless he shall file
his written dissent to such action with the person acting as secretary of the
meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.
Section 10. Action Without a Meeting or Telephone Conference Meeting. Any
action permitted or required by law, the Certificate of Incorporation or these
Bylaws, to be taken at a meeting of the Board of Directors (or any committee
designated by the Board of Directors) may be taken without a meeting if a
consent in writing, setting forth the action to be taken is signed by all the
members of the Board of Directors or committee, as the case may be. Such consent
shall have the same force and effect as a unanimous vote at a meeting, and may
be stated as such in any document or instrument filed with the Secretary of
State. Subject to the requirement
9
for notice of meetings, members of the Board of Directors (or members of any
committee designated by the Board of Directors), may participate in and hold a
meeting of such Board of Directors or committee, as the case may be, by means of
a conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in
such a meeting shall constitute presence in person at such meeting, except where
a person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
Article V
Committees
----------
Section 1. Executive Committee and Other Committees. The Board of
Directors, by resolution adopted by a majority of the whole Board of Directors,
may designate from among its members an Executive Committee and one or more
other committees, each of which, to the extent provided in such resolution,
shall have and may exercise all of the authority 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;
but no such committee shall have the power or authority of the Board of
Directors in reference to amending the Certificate of Incorporation (except that
a committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the Board of Directors
pursuant to Article Fourth of the Restated Certificate of Incorporation of the
Corporation, fix the designations and any of the preferences or rights of such
shares relating to dividends, redemption, dissolution, any distribution of
assets of the Corporation or the conversion into, or the exchange of such shares
for, shares of any other class or classes or any other series of the same or any
other class or classes of stock of the Corporation or fix the number of shares
of any series of stock or authorize the increase or decrease of the shares of
any series), adopting an agreement of merger or consolidation, recommending to
the stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution, or amending,
altering or repealing the bylaws of the Corporation or adopting new bylaws for
the Corporation, filling vacancies in the Board of Directors or any such
committee, electing or removing officers or members of any such committee,
fixing the compensation of any member of such committee or altering or repealing
any resolution of the Board of Directors which by its terms provided that it
shall not be so amendable or repealable and, unless such resolution expressly so
provides, no such committee shall have the power or authority to declare a
dividend, to authorize the issuance of shares of the Corporation or to adopt a
certificate of ownership and merger pursuant to 253 of the Delaware General
Corporation Law. The designation of such committee and the delegation thereto of
authority shall not operate to relieve the Board of Directors, or any member
thereof, of any responsibility imposed by law.
All action by any committee shall be reported to the Board of Directors at
its meeting next succeeding such action, and shall be subject to revision or
alteration by the Board of Directors; provided that no rights of third parties
shall be affected by any such revision or alteration.
Section 2. Procedure; Meetings; Quorum. The Board of Directors shall
designate the Chairman and Secretary of each committee appointed by the Board of
Directors. Each such committee shall fix its own rules or procedure, and shall
meet at such times and at such place or
10
places as may be provided by such rules, or by resolution of the Executive
Committee or of the Board of Directors. A majority of all the then members of a
committee shall be necessary to constitute a quorum and the affirmative vote of
a majority of the members present shall be necessary for the adoption by it of
any resolution. The Board of Directors shall have power at any time to change
the number, subject as aforesaid, and members of any such committee, to fill
vacancies, and to discharge any such committee.
Article VI
Officers
--------
Section 1. Number, Titles and Term of Office. The officers of the
Corporation shall be a Chairman of the Board, a President, a Vice Chairman of
the Board, one or more Vice Presidents, a Secretary, a Treasurer, and such other
officers as the Board of Directors may from time to time elect or appoint. Each
officer shall hold office until his successor shall have been duly elected and
qualified or until his death or until he shall resign or shall have been removed
in the manner hereinafter provided. Any two offices may be held by the same
person. None of the officers need be a director, except that the Chairman of the
Board, the President and the Vice Chairman of the Board shall be directors.
Section 2. Salaries. The salaries or other compensation of the officers
shall be fixed from time to time by the Board of Directors, and no officer shall
be prevented from receiving such salary or other compensation by reason of the
fact that he is also a director of the Corporation.
Section 3. Removal of Officers. Any officer or agent elected or appointed
by the Board of Directors may be removed, either with or without cause, by the
Board of Directors whenever in its judgment the best interests of the
Corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. Election or
appointment of an officer or agent shall not of itself create contract rights.
Section 4. The Chairman of the Board. The Chairman of the Board shall
preside at all meetings of stockholders and directors; in addition, he shall be
the chief executive officer of the Corporation and, subject to the Board of
Directors, he shall be in charge of the properties and operations of the
Corporation with all such powers with respect to such properties and operations
as may be reasonably incident to such responsibilities; he may agree upon and
execute all division and transfer orders, bonds, agreements, contracts and other
obligations in the name of the Corporation; and he shall have such other powers
and duties as designated in these Bylaws and as from time to time may be
assigned to him by the Board of Directors.
Section 5. The President. The President shall be the chief operating
officer of the Corporation and, subject to the Board of Directors, he shall
manage the properties and operations of the Corporation in the ordinary course
of its business with all such powers with respect to the management of such
properties and operations as may be reasonably incident to such
responsibilities; in the absence of the Chairman of the Board, he may agree upon
and execute all division and transfer orders, bonds, agreements, contracts and
other obligations in the name of the Corporation; and he shall have such other
powers and duties as designated in these Bylaws and as from time to time may be
assigned to him by the Board of Directors. In addition, if designated by the
Board of Directors, he shall preside at meetings of stockholders and directors
in the absence of the Chairman of the Board. He shall exercise the powers of the
Chairman of the Board during his absence, refusal or inability to act. Any
action taken by the
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President in the performance of the duties of the Chairman of the Board shall be
conclusive evidence of the absence, refusal or inability of the Chairman of the
Board to act at the time such action was taken.
Section 6. The Vice Chairman of the Board. The Vice Chairman of the Board
shall be the chief administrative officer of the Corporation with all such
powers with respect to the administration of the Corporation as may be
reasonably incident to such responsibilities; in the absence of the Chairman of
the Board and the President, he may agree upon and execute all division and
transfer orders, bonds, agreements, contracts and other obligations in the name
of the Corporation; and he shall have such other powers and duties as designated
in these Bylaws and as from time to time may be assigned to him by the Board of
Directors. In addition, if designated by the Board of Directors, he shall
preside at meetings of stockholders and directors in the absence of the Chairman
of the Board. He shall exercise the powers of the Chairman of the Board and the
President during their absence, refusal or inability to act. Any action taken by
the Vice Chairman of the Board in the performance of the duties of the Chairman
of the Board and the President shall be conclusive evidence of the absence,
refusal or inability of the Chairman of the Board and the President to act at
the time such action was taken.
Section 7. Vice Presidents. Each Vice President shall have such powers and
duties as may be assigned to him by the Board of Directors and shall exercise
the powers of the Chairman of the Board, the President and the Vice Chairman of
the Board during their absence, refusal or inability to act. Any action taken by
a Vice President in the performance of the duties of the Chairman of the Board,
the President and the Vice Chairman of the Board shall be conclusive evidence of
the absence, refusal or inability of the Chairman of the Board, the President
and the Vice Chairman of the Board to act at the time such action was taken.
Section 8. Treasurer. The Treasurer shall have custody of all the funds and
securities of the Corporation which come into his hands. When necessary or
proper, he may endorse, on behalf of the Corporation, for collection, checks,
notes and other obligations and shall deposit the same to the credit of the
Corporation in such bank or banks or depositaries as shall be designated by, and
in the manner prescribed by, the Board of Directors; he may sign all receipts
and vouchers for payments made to the Corporation, either alone or jointly with
such other officer as is designated by the Board of Directors; he shall disburse
the funds of the Corporation as may be ordered by the Board of Directors, taking
proper vouchers for such disbursements. Whenever required by the Board of
Directors, he shall render a statement of his cash account; he shall enter or
cause to be entered regularly in the books of the Corporation to be kept by him
for that purpose full and accurate accounts of all monies received and paid out
on account of the Corporation; and he shall perform all acts incident to the
position of Treasurer subject to the control of the Board of Directors; he
shall, if required by the Board of Directors, give such bond for the faithful
discharge of his duties in such form as the Board of Directors may require.
Section 9. Assistant Treasurer. Each Assistant Treasurer shall have the
usual powers and duties pertaining to his office, together with such other
powers and duties as may be assigned to him by the Board of Directors. The
Assistant Treasurer shall exercise the powers of the Treasurer during the
officer's absence, refusal or inability to act.
Section 10. Secretary. The Secretary shall keep the minutes of all meetings
of the Board of Directors and the minutes of all meetings of the stockholders,
in books provided for that purpose; he shall attend to the giving and serving of
all notices; he may sign with the Chairman of the Board, the President, the Vice
Chairman of the Board or a Vice President in the name of the Corporation all
contracts of the Corporation and affix the seal of the Corporation
12
thereto; he may affix and attest the seal of the Corporation to such instruments
and documents as may be properly executed by the Corporation; and he shall have
charge of the certificate books, transfer books and stock ledgers, and such
other books and papers as the Board of Directors may direct, all of which shall
at all reasonable times be open to the inspection of any director upon
application at the office of the Corporation during ordinary business hours, and
he shall in general perform all duties incident to the office of Secretary
subject to the control of the Board of Directors.
Section 11. Assistant Secretaries. Each Assistant Secretary shall have the
usual powers and duties pertaining to his office, together with such other
powers and duties as may be assigned to him by the Board of Directors or the
Secretary. The Assistant Secretaries shall exercise the powers of the Secretary
during the officer's absence, refusal or inability to act.
Article VII
Indemnification of Directors,
Officers, Employees and Agents
------------------------------
Section 1. Right to Indemnification. Each person who was or is made 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
(hereinafter a "proceeding"), by reason of the fact that he or she is the legal
representative, is or was or has agreed to become a director or officer of the
Corporation or is or was serving or has agreed to serve at the request of the
Corporation as a director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director or officer or in any other
capacity while serving or having agreed to serve as a director or officer, shall
be indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended, (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment) against all expense, liability and loss (including without
limitation, attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith and such indemnification shall continue as
to a person who has ceased to serve in the capacity which initially entitled
such person to indemnity hereunder and shall inure to the benefit of his or her
heirs, executors and administrators; provided, however, that the Corporation
shall indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the Board of Directors of the Corporation.
The right to indemnification conferred in this Article VII shall be a contract
right and shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final disposition;
provided, however, that, if the Delaware General Corporation Law requires, the
payment of such expenses incurred by a current, former or proposed director or
officer in his or her capacity as a director or officer or proposed director or
officer (and not in any other capacity in which service was or is or has been
agreed to be rendered by such person while a director or officer, including,
without limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the Corporation
of an undertaking, by or on behalf of such indemnified person, to repay all
amounts so advanced if it shall ultimately be determined that such indemnified
person is not entitled to be indemnified under this Section or otherwise.
13
Section 2. Indemnification of Employees and Agents. The Corporation may, by
action of its Board of Directors, provide indemnification to employees and
agents of the Corporation, individually or as a group, with the same scope and
effect as the indemnification of directors and officers provided for in this
Article.
Section 3. Right of Claimant to Bring Suit. If a written claim received by
the Corporation from or on behalf of an indemnified party under this Article VII
is not paid in full by the Corporation within ninety days after such receipt,
the claimant may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding in advance of
its final disposition where the required undertaking, if any is required, has
been tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the Delaware General Corporation Law for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.
Section 4. Nonexclusivity of Rights. The right to indemnification and the
advancement and payment of expenses conferred in this Article VII shall not be
exclusive of any other right which any person may have or hereafter acquire
under any law (common or statutory), provision of the Certificate of
Incorporation of the Corporation, bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.
Section 5. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any person who is or was serving as a director,
officer, employee or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Corporation would have the power
to indemnify such person against such expense, liability or loss under the
Delaware General Corporation Law.
Section 6. Savings Clause. If this Article VII or any portion hereof shall
be invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify and hold harmless each director and
officer of the Corporation, as to costs, charges and expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement with respect
to any action, suit or proceeding, whether civil, criminal, administrative or
investigative to the full extent permitted by any applicable portion of this
Article VII that shall not have been invalidated and to the fullest extent
permitted by applicable law.
Section 7. Definitions. For purposes of this Article, reference to the
"Corporation" shall include, in addition to the Corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger prior to (or, in the case of an entity specifically
designated in a resolution of the Board of Directors, after) the adoption hereof
and which, if its separate existence had continued, would have had the power and
authority to
14
indemnify its directors, officers and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
the provisions of this Article with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.
Article VIII
Capital Stock
-------------
Section 1. Certificates of Stock. The certificates for shares of the
capital stock of the Corporation shall be in such form, not inconsistent with
statutory provisions and the Certificate of Incorporation, as shall be approved
by the Board of Directors. The President or a Vice President shall cause to be
issued to each stockholder one or more certificates under the seal of the
Corporation and signed by the President or Vice President and the Secretary or
an Assistant Secretary or the Treasurer or an Assistant Treasurer certifying the
number of shares (and, if the stock of the Corporation shall be divided into
classes or series, the class and series of such shares) owned by such
stockholder in the Corporation; provided, however, that any or all of the
signatures on the certificate may be facsimile. The stock record books and the
blank stock certificate books shall be kept by the Secretary, or at the office
of such transfer agent or transfer agents as the Board of Directors or the
Executive Committee may from time to time by resolution determine. In case any
officer, transfer agent or registrar who shall have signed or whose facsimile
signature or signatures shall have been used on, any such certificate or
certificates shall cease to be such officer, transfer agent or registrar,
whether because of death, resignation or otherwise, before such certificate or
certificates shall have been issued by the Corporation, such certificate or
certificates may nevertheless be issued and delivered by the Corporation as
though the officer, transfer agent or registrar who signed such certificate or
certificates or whose facsimile signature or signatures shall have been used
thereon had not ceased to be such officer, transfer agent or registrar.
Section 2. Transfer of Shares. Upon surrender to the Corporation or the
transfer agent of the Corporation of a 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.
Section 3. Ownership of Shares. The Corporation shall be entitled to treat
the holder of record of any share or shares as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of the State of Delaware.
Section 4. Record Date. For the purpose of determining stockholders
entitled to notice of or to vote at any meeting of stockholders, or any
adjournment thereof, or entitled to receive payment of any dividend, or in order
to make a determination of stockholders for any other proper purpose, the Board
of Directors of the Corporation may fix, in advance, a date as record date for
any such determination of stockholders, such date in any case not to be more
than sixty (60) days (unless a shorter period is provided for in the Certificate
of Incorporation) and, in case of a meeting of stockholders, not less than ten
(10) days prior to the date on which the particular action requiring such
determination of stockholders is to be taken. If no record date is fixed for
15
the determination of stockholders entitled to notice of or to vote at a meeting
of stockholders or either (a) to notice of or to vote at a meeting of
stockholders or (b) to receive payment of a dividend, the close of business on
the day next preceding the date on which the notice of the meeting is mailed or
on the date on which the resolution of the Board of Directors declaring such
dividend is adopted, as the case may be, shall be the record date for such
determination of stockholders.
Section 5. Regulations Regarding Certificates. The Board of Directors shall
have the power and authority to make all such rules and regulations as they may
deem expedient concerning the issue, transfer and registration or the
replacement of certificates for shares of capital stock of the Corporation.
Section 6. Dividends. The Board of Directors may, from time to time,
declare, and the Corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law and the Certificate of
Incorporation.
Section 7. Lost or Destroyed Certificates. The Board of Directors or the
Executive Committee may determine the conditions upon which a new certificate of
stock may be issued in place of a certificate which is alleged to have been lost
or destroyed; and may, in their discretion, require the owner of such
certificate or his legal representative to give bond, with sufficient surety, to
indemnify the Corporation and each transfer agent against any and all losses or
claims which may arise by reason of the issue of a new certificate in the place
of the one so lost or destroyed.
Article IX
Miscellaneous Provisions
------------------------
Section 1. Fiscal Year. The fiscal year of the Corporation shall be the
calendar year or such other period as shall be established by the Board of
Directors from time to time.
Section 2. Seal. The seal of the Corporation shall be such as from time to
time may be approved by the Board of Directors.
Section 3. Notice and Waiver of Notice. Whenever any notice whatever is
required to be given under the provisions of these Bylaws, said notice shall be
deemed to be sufficient if given by depositing the same in a post office box in
a sealed postpaid wrapper addressed to the person entitled thereto at his post
office address, as it appears on the books of the Corporation, and such notice
shall be deemed to have been given on the day of such mailing. A waiver of
notice, signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent thereto.
Section 4. Resignations. Any director or officer may resign at any time.
Such resignations shall be made in writing and shall take effect at the time
specified therein, or, if no time be specified, at the time of its receipt by
the Chairman of the Board, the President, the Vice Chairman of the Board or
Secretary. The acceptance of a resignation shall not be necessary to make it
effective, unless expressly so provided in the resignation.
16
Article X
Amendments
----------
As provided in the Certificate of Incorporation of the Corporation, the
Board of Directors shall have the power to make, adopt, alter, amend and repeal
from time to time bylaws of the Corporation, subject to the right of the
stockholders entitled to vote with respect thereto to adopt, alter, amend and
repeal such bylaws as adopted, altered or amended by the Board of Directors;
provided, however, that bylaws shall not be adopted, altered, amended or
repealed by the stockholders of the Corporation except by the vote of the
holders of not less than eighty percent (80%) of the outstanding shares of
capital stock of the Corporation normally entitled to vote in the election of
directors.
17
Amendment No. 1 herein: Article III Section 2. Classes of Directors
and Term of Office, October 26, 1984.
Amendment No. 2 herein: Article II Section 4. Annual Meetings;
Election of Directors, July 26, 1985.
Amendment No. 3 herein: Article V Section 1. Executive Committee
and Other Committees, June 30, 1986.
Amendment No. 4 herein: Article VII (in entirety) Indemnification of
Directors, Officers, Employees and Agents, April 23, 1987.
Amendment No. 5 herein: Article III Section 2. Classes of Directors
and Term of Office, October 23, 1987.
Amendment No. 6 herein: Article III Section 2. Classes of Directors
and Term of Office, April 28, 1989.
Amendment No. 7 herein: Article III Section 2. Classes of Directors
and Term of Office, January 25, 1990.
Amendment No. 8 herein: Article II Section 5. Special Meetings,
February 25, 1992.
Amendment No. 9 herein: Article III Section 2. Classes of Directors
and Term of Office, April 24, 1992.
Amendment No. 10 herein: Article II Section 3. Quorum and Section
6. Voting; Elections; Inspectors; Votes by Ballot, December 21, 1992.
Amendment No. 11 herein: Article III Section 2. Classes of
Directors and Term of Office, April 23, 1993.
Amendment No. 12 herein: Article III Section 2. Classes of
Directors and Term of Office, April 26, 1996.
Amendment No. 13 herein: Article III Section 1. Number, Qualifications
and Nominations, September 1, 1996.
Amendment No. 14 herein: Article III Section 2. Classes of Directors
and Term of Office, April 25, 1997
Amendment No. 15 herein: Article III Section 2. Classes of Directors
and Term of Office, January 22, 1998
Amendment No. 16 herein: Article III Section 2. Classes of Directors
and Term of Office, July 14, 1998
Amendment No. 17 herein: Article III Section 2. Classes of Directors
and Term of Office, April 28, 2000
Amendment No. 18 herein: Article III Section 2. Classes of Directors
and Term of Office, April 27, 2001
18