Unassociated Document
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
11, 2006
|
(Exact
name of registrant as specified in its charter)
|
Delaware
|
|
1-6541
|
|
13-2646102
|
(State
or other jurisdiction of
|
|
(Commission
|
|
(I.R.S.
Employer
|
incorporation
or organization)
|
|
File
Number)
|
|
Identification
No.)
|
667
Madison Avenue, New York, N.Y.
|
10021-8087
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
|
(212)
521-2000
|
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 (see General Instruction A.2. below):
[ ]
|
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
5.03
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
|
On
April
11, 2006 the Registrant amended Article 7 of its By-Laws to permit the issuance
of uncertificated shares and fractional shares of its capital
stock.
Item
9.01
|
Financial
Statements and Exhibits
|
|
|
(a)
|
Not
applicable.
|
|
|
|
|
(b)
|
Not
applicable.
|
|
|
|
|
(c)
|
Exhibits:
|
|
|
|
Exhibit
|
|
Number
|
|
|
Description
|
|
|
|
|
3.1
|
|
By-Laws
of the Registrant, as amended through April 11,
2006
|
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.
|
LOEWS
CORPORATION
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
|
Dated: April
11, 2006
|
By:
|
/s/
Gary W. Garson
|
|
|
Gary
W. Garson
|
|
|
Senior
Vice President
|
|
|
General
Counsel
|
|
|
and
Secretary
|
Unassociated Document
|
|
AS
AMENDED THROUGH
|
|
|
April
11, 2006
|
|
LOEWS
CORPORATION
|
|
|
|
|
|
By-Laws
|
|
|
BY-LAWS
|
|
|
|
|
|
OF
|
|
|
|
|
|
LOEWS
CORPORATION
|
|
|
(A
Delaware Corporation)
|
|
|
|
|
ARTICLE
1
DEFINITIONS
As
used
in these By-laws, words of any gender (masculine, feminine, neuter) mean and
include correlative words of the other genders, and unless the context otherwise
requires, the term:
1.1 “Board”
means
the Board of Directors of the Corporation.
1.2 “By-laws”
means
the initial by-laws of the Corporation, as amended, supplemented or restated,
from time to time.
1.3 “Certificate
of Incorporation”
means
the initial certificate of incorporation of the Corporation, as amended,
supplemented or restated from time to time.
1.4 “Corporation”
means
Loews Corporation.
1.5 “Directors”
means
directors of the Corporation.
1.6 “General
Corporation Law”
means
the General Corporation Law of the State of Delaware, as amended from time
to
time.
1.7 “Office
of the Corporation”
means
the executive office of the Corporation, anything in Section 131 of the General
Corporation Law to the contrary notwithstanding.
1.8 “Stockholders”
means
stockholders of record of the Corporation.
1.9 “Whole
Board”
means
the total number of directors which the Corporation would have if there were
no
vacancies on the Board of Directors.
ARTICLE
2
STOCKHOLDERS
2.1 Place
of Meetings.
Every
meeting of Stockholders shall be held at the Office of the Corporation or at
such other place within or without the State of Delaware as shall be specified
or fixed in the notice of such meeting or in the waiver of notice
thereof.
2.2 Annual
Meeting. A
meeting
of Stockholders shall be held annually for the election of directors and the
transaction of other business at such hour as may be designated in the notice
of
meeting, on the second Tuesday in May in each year (or, if such date falls
on a
legal holiday, on the first business day thereafter which is not a Saturday,
Sunday or legal holiday), or on such other date, as may be fixed by the
Board.
2.3 Special
Meetings. A
special
meeting of Stockholders, unless otherwise prescribed by statute, may be called
at any time by the Board or by the Chairman of the Board, the President, or
by
the Secretary and shall be called by the Chairman of the Board, the President,
or by the Secretary on the written request of holders of a majority of the
shares of capital stock of the Corporation entitled to vote in an election
of
directors, which written request shall state the purpose or purposes of such
meeting. At any special meeting of Stockholders only such business may be
transacted which is related to the purpose or purposes of such meeting set
forth
in the notice thereof given pursuant to Section 2.5 of the By-laws or in any
waiver of notice thereof given pursuant to the General Corporation
Law.
2.4 Fixing
Record Date. For
the
purpose of determining the Stockholders entitled to notice of or to vote at
any
meeting of Stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or for the purpose of determining
Stockholders entitled to receive payment of any dividend or the allotment of
any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock, or for the purpose of any other lawful action, the Board
may fix a date as the record date for any such determination of Stockholders.
Such date shall not be more than sixty nor less than ten days before the date
of
such meeting, nor more than sixty days prior to any other action. If no such
record date is fixed:
2.4.1 The
record date for determining Stockholders entitled to notice of or to vote at
a
meeting of Stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held;
2.4.2 The
record date for determining Stockholders entitled to express consent to
corporate action in writing without a meeting, when no prior action by the
Board
is necessary, shall be the day on which the first written consent is
expressed;
2.4.3 The
record date for determining Stockholders for any purpose other than specified
in
Sections 2.4.1 and 2.4.2 shall be at the close of business on the day on which
the Board adopts the resolution relating thereto.
When
a
determination of Stockholders entitled to notice of or to vote at any meeting
of
Stockholders has been made as provided in this Section 2.4 such determination
shall apply to any adjournment thereof, unless the Board fixes a new record
date
for the adjourned meeting.
2.5 Notice
of Meetings of Stockholders. Except
as
otherwise provided in Sections 2.3 and 2.4 of the By-laws, whenever under the
General Corporation Law or the Certificate of Incorporation or the By-laws,
Stockholders are required or permitted to take any action at a meeting, written
notice shall be given stating the place, date and hour of the meeting and,
in
the case of a special meeting, the purpose or purposes for which the meeting
is
called. A copy of the notice of any meeting shall be given, personally or by
mail not less than ten nor more than sixty days before the date of the meeting,
to each stockholder entitled to notice of or to vote at such meeting. If mailed,
such notice shall be deemed to be given when deposited in the United States
mail, with postage prepaid, directed to the stockholder at the address of such
Stockholder as it appears on the records of the Corporation. An affidavit of
the
Secretary or an Assistant Secretary or of the transfer agent or other agent
of
the Corporation that the notice required by this section has been given shall,
in the absence of fraud, be prima facie evidence of the facts stated therein.
When a meeting is adjourned to another time or place, notice need not be given
of the adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken, and at the adjourned meeting any
business may be transacted that might have been transacted at the meeting as
originally called. If, however, the adjournment is for more than thirty days,
or
if after the adjournment a new record date is fixed for the adjourned meeting,
a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.
2.6 List
of Stockholders. The
Secretary shall prepare and make, or cause to be prepared and made, at least
ten
days before every meeting of Stockholders, a complete list of the Stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing
the
address of each Stockholder and the number of shares registered in the name
of
each Stockholder. Such list shall be open to the examination of any Stockholder,
for any purpose germane to the meeting, during ordinary business hours, for
a
period of at least ten days prior to the meeting, either at the principal place
of business of the Corporation or on a reasonably accessible electronic network,
provided that, in the latter case, information required to gain access to such
list is provided with the notice of the meeting. The list shall also be produced
and kept at the time and place of the meeting during the whole time thereof,
and
may be inspected by any stockholder who is present.
2.7 Quorum
of Stockholders; Adjournment. The
holders of a majority of the shares of stock entitled to vote at any meeting
of
Stockholders, present in person or represented by proxy, shall constitute a
quorum for the transaction of any business at
such
meeting. When a quorum is once present to organize a meeting of Stockholders,
it
is not broken by the subsequent withdrawal of any Stockholders. The chairman
of
any meeting of Stockholders, or the holders of a majority of the shares of
stock
present in person or represented by proxy at any meeting of Stockholders,
including an adjourned meeting, whether or not a quorum is present, may adjourn
such meeting to another time and place.
2.8 Voting;
Proxies. Unless
otherwise provided in the Certificate of Incorporation, every Stockholder shall
be entitled at every meeting of Stockholders to one vote for each share of
capital stock held by such Stockholder as of the record date determined in
accordance with Section 2.4 of the By-laws. If the Certificate of Incorporation
provides for more or less than one vote for any share, on any matter, every
reference in the By-laws or the General Corporation Law to a majority or other
proportion of stock shall refer to such majority or other proportion of the
votes of such stock. The provisions of Sections 212 and 217 of the General
Corporation Law shall apply in determining whether any shares of capital stock
may be voted and the persons, if any, entitled to vote such shares; but the
Corporation shall be protected in treating the persons in whose names shares
of
capital stock stand on the record of Stockholders as owners thereof for all
purposes. At any meeting of Stockholders, a quorum being present, all matters,
except as otherwise provided by law or by the Certificate of Incorporation
or by
the By-laws, shall be decided by a majority of the votes cast at such meeting
by
the holders of shares present in person or represented by proxy and entitled
to
vote thereon. All elections of directors shall be by written ballot, unless
otherwise provided in the Certificate of Incorporation; if authorized by the
Board of Directors, such requirement of a written ballot shall be satisfied
by a
ballot submitted by electronic transmission, provided that any such electronic
transmission must either set forth or be submitted with information from which
it can be determined that the electronic transmission was authorized by the
Stockholder or proxy holder. Each written ballot shall be signed by the
Stockholder voting or by the proxy of such Stockholder, and shall state the
number of shares voted. On all other questions, the voting may be voice vote.
Every Stockholder entitled to vote at a meeting of Stockholders or to express
consent or dissent without a meeting may authorize another person or persons
to
act for him by proxy. The validity and enforceability of any proxy shall be
determined in accordance with the General Corporation Law.
2.9 Selection
and Duties of Inspectors at Meetings of Stockholders. The
Board, in advance of any meeting of Stockholders, may appoint one or more
inspectors to act at the meeting or any adjournment thereof. If inspectors
are
not so appointed, the person presiding at such meeting may, and on the request
of any stockholder entitled to vote thereat shall, appoint one or more
inspectors. In case any person appointed fails to appear or act, the vacancy
may
be filled by appointment made by the Board in advance of the meeting or at
the
meeting by the person presiding thereat. Each inspector, before entering upon
the discharge of his duties, shall take and sign an oath faithfully to execute
the duties of inspector at such meeting with strict impartiality and according
to the best of his ability. The inspector or inspectors shall determine the
number of shares outstanding and the voting power of each, the shares
represented at the meeting, the existence of a
quorum,
the validity and effect of proxies, and shall receive votes, ballots or
consents, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots or consents,
determine the result, and do such acts as are proper to conduct the election
or
vote with fairness to all Stockholders. On request of the person presiding
at
the meeting or any stockholder entitled to vote thereat, the inspector or
inspectors shall make a report in writing of any challenge, question or matter
determined by him or them and execute a certificate of any fact found by him
or
them. Any report or certificate made by the inspector or inspectors shall be
prima facie evidence of the facts stated and of the vote as certified by him
or
them.
2.10 Organization. At
every
meeting of Stockholders, unless otherwise directed by the Board, the President,
or in the absence of the President, the Chairman of the Board, or in the absence
of either of them, the Chairman of the Executive Committee, or in the absence
of
all of them the most senior Vice President (based on term of service as Vice
President) present shall act as chairman of the meeting. The Secretary, or
in
the absence of the Secretary, one of the Assistant Secretaries, shall act as
secretary of the meeting. In case none of the officers above designated to
act
as chairman or secretary of the meeting, respectively, shall be present a
chairman or a secretary of the meeting, as the case may be, shall be chosen
by a
majority of the votes cast at such meeting by the holders of shares of capital
stock present in person or represented by proxy and entitled to vote at the
meeting.
2.11 Order
of Business. The
order
of business at all meetings of Stockholders shall be as determined by the
chairman of the meeting, but the order of business to be followed at any meeting
at which a quorum is present may be changed by a majority of the votes cast
at
such meeting by the holders of shares of capital stock present in person or
represented by proxy and entitled to vote at the meeting.
ARTICLE
3
DIRECTORS
3.1 General
Powers. Except
as
otherwise provided in the Certificate of Incorporation, the business and affairs
of the Corporation shall be managed by or under the direction of the Board.
The
Board may adopt such rules and regulations, not inconsistent with the
Certificate of Incorporation or the By-laws or applicable laws, as it may deem
proper for the conduct of its meetings and the management of the Corporation.
In
addition to the powers expressly conferred by the By-laws, the Board may
exercise all powers and perform all acts which are not required, by the By-laws
or the Certificate of Incorporation or by law, to be exercised and performed
by
the Stockholders.
3.2 Number;
Qualification; Term of Office. The
Board
shall consist of one or more members. The number of directors shall be fixed
initially by the Board and may thereafter be changed from time to time by action
of the Stockholders or by a majority of the Whole Board. Directors need not
be
Stockholders. Each director shall hold office
until
his
successor is elected and qualified or until his earlier death, resignation
or
removal.
3.3 Election. Directors
shall except as otherwise required by law or by the Certificate of
Incorporation, be elected by a plurality of the votes cast at a meeting of
Stockholders by the holders of shares entitled to vote in the
election.
3.4 Newly
Created Directorships and Vacancies.
Unless
otherwise provided in the Certificate of Incorporation, newly created
directorships resulting from an increase in the number of directors and
vacancies occurring in the Board for any reason, including the removal of
directors without cause, may be filled by vote of a majority of the directors
then in office, although less than a quorum, at any meeting of the Board or
may
be elected by a plurality of the votes cast by the holders of shares of capital
stock entitled to vote in the election at a special meeting of Stockholders
called for that purpose. A director elected to fill a vacancy shall be elected
to hold office until his successor is elected and qualified, or until his
earlier death, resignation or removal.
3.5 Resignations. Any
director may resign at any time by notice given in writing to the Corporation.
Such resignation shall take effect at the time therein specified, and the
acceptance of such resignation shall not be necessary to make it
effective.
3.6 Removal
of Directors. Any
or
all of the directors may be removed, with or without cause, by vote of the
Stockholders.
3.7 Remuneration.
Unless
otherwise expressly provided by resolution adopted by the Board, none of the
directors or of the members of any committee of the Corporation contemplated
by
the By-laws or otherwise provided for by resolution of the Board shall as such
receive any stated remuneration for his services; but the Board may at any
time
or from time to time by resolution provide that remuneration shall be paid
to,
or on behalf of, any director of the Corporation or to any member of any such
committee who shall not be in the employ of the Corporation or of any of its
subsidiary companies, either as his annual remuneration as such director or
member or as remuneration for his attendance at each meeting of the Board or
of
such committee. The Board may also likewise provide that the Corporation shall
reimburse each such director or member of such committee for any expenses paid
by him on account of his attendance at any such meeting. Nothing in this Section
contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving remuneration
therefor.
3.8 Place
and Time of Meetings of the Board. Meetings
of the Board, regular or special, may be held at any place within or without
the
State of Delaware. The times and places for holding meetings of the Board may
be
fixed from time to time by resolution of the Board or (unless contrary to
resolution of the Board) in the notice of the meeting.
3.9 Annual
Meetings. On
the
day when and at the place where the annual meeting of Stockholders for the
election of directors is held, or as soon as practicable thereafter, the Board
may hold its annual meeting, without notice of such meeting, for the purposes
of
electing officers and transacting other business. The annual meeting of the
Board may be held at any other time and place specified in a notice given as
provided in Section 3.11 of the By-laws for special meetings of the Board or
in
a waiver of notice thereof.
3.10 Regular
Meetings. Regular
meetings of the Board may be held at such times and places as may be fixed
from
time to time by the Board. Unless otherwise required by the Board, regular
meetings of the Board may be held without notice. If any day fixed for a regular
meeting of the Board shall be a Saturday or Sunday or a legal holiday at the
place where such meeting is to be held, then such meeting shall be held at
the
same hour at the same place on the first business day thereafter which is not
a
Saturday, Sunday or legal holiday.
3.11 Special
Meetings.
Special
meetings of the Board shall be held whenever called by the Chairman of the
Board, the President, or by the Secretary or by any two or more directors.
Notice of each special meeting of the Board shall be given to each director
at
the address designated by him for that purpose or, if none is designated, at
his
last known business or residence address, in writing by first-class or overnight
mail or courier service, facsimile or electronic transmission, hand delivery
or
orally by telephone. If mailed, such notice shall be deemed adequately delivered
when deposited in the United States mails, with postage thereon prepaid, at
least two days before such meeting. If by overnight mail or courier service,
such notice shall be deemed adequately delivered when delivered to the overnight
mail or courier service company at least one day before such meeting. If by
facsimile or electronic transmission, such notice shall be deemed adequately
delivered when transmitted at least 12 hours prior to the time set for the
meeting. If by hand delivery or telephone, the notice shall be given at least
12
hours prior to the time set for the meeting. Every such notice shall state
the
time and place of the meeting but need not state the purposes of the meeting,
except to the extent required by law. A meeting may be held at any time without
notice if all the directors are present or if those not present waive notice
of
the meeting.
3.12 Adjourned
Meetings. A
majority of the directors present at any meeting of the Board, including an
adjourned meeting, whether or not a quorum is present may adjourn such meeting
to another time and place. Notice of any adjourned meeting of the Board need
not
be given to any director whether or not present at the time of the adjournment.
Any business may be transacted at any adjourned meeting that might have been
transacted at the meeting as originally called.
3.13 Waiver
of Notice. Whenever
notice is required to be given to any director or member of a committee of
directors under any provision of the General Corporation Law or of the
Certificate of Incorporation or By-laws, a written waiver thereof, signed by
the
person entitled to notice, or a waiver by electronic transmission by the person
entitled to notice, whether before or after the time stated therein, shall
be
deemed
equivalent to notice. Attendance of a person at a meeting shall constitute
a
waiver of notice of such meeting, except when the person attends a meeting
for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the directors, or members of a committee of
directors, need be specified in any written waiver of notice or any waiver
by
electronic transmission.
3.14 Organization.
At
each
meeting of the Board, the Chairman of the Board, or in the absence of the
Chairman of the Board, the President of the Corporation, or in the absence
of
the President, the Chairman of the Executive Committee, or in the absence of
all
of them a chairman chosen by the majority of the directors present, shall
preside. The Secretary shall act as secretary at each meeting of the Board.
In
case the Secretary shall be absent from any meeting of the Board, an Assistant
Secretary shall perform the duties of secretary at such meeting; and in the
absence from any such meeting of the Secretary and Assistant Secretaries, the
person presiding at the meeting may appoint any person to act as secretary
of
the meeting.
3.15 Quorum
of Directors. A
majority of the directors then in office shall constitute a quorum for the
transaction of business or of any specified item of business at any meeting
of
the Board.
3.16 Action
by the Board. All
corporate action taken by the Board or any committee thereof shall be taken
at a
meeting of the Board, or of such committee, as the case may be, except that
any
action required or permitted to be taken at any meeting of the Board, or of
any
committee thereof, may be taken without a meeting if all members of the Board
or
committee, as the case may be, consent thereto in writing or by electronic
transmission, and the writing or writings or electronic transmission or
transmissions are filed with the minutes of proceedings of the Board or
committee. Members of the Board, or any committee designated by the Board,
may
participate in a meeting of the Board, or of such committee, as the case may
be,
by means of conference telephone or other communications equipment by means
of
which all persons participating in the meeting can hear each other and
participation in a meeting pursuant to this Section 3.16 shall constitute
presence in person at such meeting. Except as otherwise provided by the
Certificate of Incorporation or by law, the vote of a majority of the directors
present (including those who participate by means of conference telephone or
other communications equipment) at the time of the vote, if a quorum is present
(including those who participate by means of conference telephone or other
communications equipment) at such time, shall be the act of the
Board.
ARTICLE
4
COMMITTEES
OF THE BOARD
4.1 Executive
Committee; Appointment, Term of Office, etc.
(a) The
Board
may designate an Executive Committee consisting of the Chairman of the Executive
Committee, if any, and such other directors as it may designate. Each member
of
the Executive Committee shall continue to be a member thereof only so long as he
remains a director and at the pleasure of the Board. Any member of the Executive
Committee may resign there from at any time by giving written notice of his
resignation to the Secretary. Any vacancies on the Executive Committee may
be
filled by the Board. The designation and authority of the Executive Committee
shall be governed by Section 141(c)(2) of the General Corporation
Law.
(b) The
Executive Committee, between meetings of the Board, shall have and may exercise
the powers of the Board in the management of the property, business and affairs
of the Corporation and may authorize the seal of the Corporation to be affixed
to all papers which may require it. Without limiting the foregoing, the
Executive Committee shall have the express power and authority to declare a
dividend, to authorize the issuance of stock, and to adopt a certificate of
ownership and merger pursuant to Section 253 of the General Corporation Law.
(c) Meetings
of the Executive Committee shall be held whenever called by the Chairman of
the
Board, the President, the Secretary, the Chairman of the Executive Committee
or
any two or more members of the Executive Committee. Notice of a meeting of
the
Executive Committee shall be given to the members thereof in the same manner
as,
and such notice shall be subject to all of the provisions prescribed for, notice
of a special meeting of the Board pursuant to Section 3.11 of the By-laws.
A
meeting may be held at any time without notice if all the members of the
Executive Committee are present or if those not present waive notice of the
meeting. Subject to the provisions of the By-laws, the Executive Committee
may
fix its own rules of procedure and it shall keep a record of its proceedings
and
report them to the Board at the next regular or special meeting thereof after
such proceedings shall have been taken.
(d) Except
as
otherwise provided by law, fifty percent (50%) or more of the members of the
Executive Committee then in office shall constitute a quorum for the transaction
of business and the act of a majority of those present at a meeting thereof
shall be the act of the Executive Committee. In the absence of a quorum, a
majority of the members of the Executive Committee present thereat may adjourn
such meeting from time to time until a quorum shall be present thereat. Notice
of any adjourned meeting need not be given. The Executive Committee shall act
only as a committee, and the individual members shall have no power as
such.
(e) In
addition to the foregoing, in the absence or disqualification of a member of
the
Executive Committee, the members present at any meeting and not
disqualified
from voting, whether or not he or they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in the
place of any such absent or disqualified member.
(f) At
each
meeting of the Executive Committee, the Chairman of such committee or, in the
absence of the Chairman, a chairman chosen by a majority of the committee
members present, shall preside. The Secretary shall act as secretary at each
meeting of the Executive Committee. In case the Secretary shall be absent from
any such meeting, an Assistant Secretary shall perform the duties of secretary
at such meeting; and in the absence from any such meeting of the Secretary
and
Assistant Secretaries, the person presiding at the meeting may appoint any
person to act as secretary of the meeting.
4.2 Additional
Committees of the Board.
(a) The
Board
may designate one or more other committees (the “Additional Board Committees”),
which shall in each case consist of such number of directors and shall have
and
may exercise such powers for such periods as the Board may determine in the
resolution designating such committee or in such committee’s charter if a
charter has been adopted for such committee by the Board. Each member of an
Additional Board Committee shall continue to be a member thereof only so long
as
he remains a director and at the pleasure of the Board. Any member of an
Additional Board Committee may resign there from at any time by giving written
notice of his resignation to the Secretary. Any vacancies on an Additional
Board
Committee may be filled by the Board. The designation and authority of any
Additional Board Committees created hereunder shall be governed by Section
141(c)(2) of the General Corporation Law.
(b) Meetings
of an Additional Board Committee shall be held whenever called by the Chairman
of the Board, the President, the Secretary, the Chairman of such committee
or
any two or more members of such committee. Notice of a meeting of an Additional
Board Committee shall be given to the members thereof in the same manner as,
and
such notice shall be subject to all of the provisions prescribed for, notice
of
a special meeting of the Board pursuant to Section 3.11 of the By-laws. A
meeting of an Additional Board Committee may be held at any time without notice
if all the members of such committee are present or if those not present waive
notice of the meeting. Subject to the provisions of the By-laws, and the charter
of an Additional Board Committee if a charter has been adopted for such
committee by the Board, each Additional Board Committee may fix its own rules
of
procedure and each shall keep a record of its proceedings and report them to
the
Board at the next regular or special meeting thereof after such proceedings
shall have been taken.
(c) Except
as
otherwise provided by law, fifty percent (50%) or more of the members of an
Additional Board Committee then in office shall constitute a quorum for the
transaction of business, and the act of a majority of those present at a meeting
thereof shall be the act of an Additional Board Committee. In the absence of
a
quorum, a majority of the members of an Additional Board Committee present
thereat may adjourn such meeting from time to time until a quorum shall be
present thereat. Notice of any
adjourned
meeting need not be given. An Additional Board Committee shall act only as
a
committee, and the individual members shall have no power as such.
(d) In
addition to the foregoing, in the absence or disqualification of a member of
an
Additional Board Committee, the members present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.
(e) At
each
meeting of an Additional Board Committee, the Chairman of such committee or,
in
the absence of the Chairman, a chairman chosen by a majority of the committee
members present, shall preside. The Secretary shall act as secretary at each
meeting of an Additional Board Committee. In case the Secretary shall be absent
from any such meeting, an Assistant Secretary shall perform the duties of
secretary at such meeting; and in the absence from any such meeting of the
Secretary and Assistant Secretaries, the person presiding at the meeting may
appoint any person to act as secretary of the meeting.
(f) The
application of Section 4.2(b) through (f) above to any Additional Board
Committee shall be subject to any lawful provision contained in a charter or
rules of procedure adopted from time to time by resolution of such Additional
Board Committee.
4.3 Other
Committees. Nothing
hereinbefore contained in this Article 4 shall be deemed to preclude the
designation by the President of committees, other than committees of the Board,
which may include officers and employees who are not directors.
ARTICLE
5
OFFICERS
5.1 Officers.
The
Board
shall elect a Chairman of the Board, a President, a Chairman of the Executive
Committee, a Secretary and a Treasurer, and as many Assistant Secretaries and
Assistant Treasurers as the Board may deem necessary, and may elect or appoint
one or more Vice Presidents and such other officers as it may determine. The
Board may designate one or more Vice Presidents as Senior Vice President or
Executive Vice President, and may use descriptive words or phrases to designate
the standing, seniority or area of special competence of the Vice Presidents
elected or appointed by it. Each officer shall hold his office until his
successor is elected and qualified or until his earlier death, resignation
or
removal in the manner provided in Section 5.2 of the By-laws. Any two or more
offices may be held by the same person. The Board may require any officer to
give a bond or other security for the faithful performance of his duties, in
such amount and with such sureties as the Board may determine. All officers
as
between themselves and the Corporation shall have such authority and perform
such duties in the management of the Corporation as may be provided in the
By-laws or as the Board may from time to time determine.
5.2 Removal
of Officers. Any
officer elected or appointed by the Board may be removed by the Board with
or
without cause. The removal of an officer without cause shall be without
prejudice to his contract rights, if any. The election or appointment of an
officer shall not of itself create contract rights.
5.3 Resignations. Any
officer may resign at any time in writing by notifying the Board, the Chairman
of the Board, the President, or the Secretary. Such resignation shall take
effect at the date of receipt of such notice or at such later time as is therein
specified, and, unless otherwise specified, the acceptance of such resignation
shall not be necessary to make it effective. The resignation of an officer
shall
be without prejudice to the contract rights of the Corporation, if
any.
5.4 Vacancies.
A
vacancy in any office because of death, resignation, removal, disqualification
or any other cause shall be filled for the unexpired portion of the term in
the
manner prescribed in the By-laws for the regular election or appointment to
such
office.
5.5 Compensation. Salaries
or other compensation of the officers may be fixed from time to time by the
Board. No officer shall be prevented from receiving a salary or other
compensation by reason of the fact that he is also a director.
5.6 Chairman
of the Board. The
Chairman of the Board shall, if present, preside at all meetings of the Board.
He may, with the Secretary or the Treasurer or an Assistant Secretary or an
Assistant Treasurer, sign certificates for shares of capital stock of the
Corporation. He may sign and execute in the name of the Corporation deeds,
mortgages, bonds, contracts and other instruments, except in cases where the
signing and
execution
thereof shall be expressly delegated by the Board or by the By-laws to some
other officer or agent of the Corporation, or shall be required by law otherwise
to be signed or executed and, in general, he shall perform all duties incident
to the office of Chairman of the Board and such other duties as from time to
time may be assigned to him by the Board. The Board may designate two persons
to
serve as Co-Chairmen of the Board of the Corporation in which case each
reference in the By-laws to the "Chairman of the Board" shall mean either
"Co-Chairman of the Board”. Where both individuals holding such office are
present, the individual with greater seniority shall exercise the powers of
the
office, unless otherwise directed by the Board.
5.7 President
and Chief Executive Officer.
The
President shall be the Chief Executive Officer of the Corporation and as such
shall have the general powers and duties of supervision and management usually
vested in the office of President and Chief Executive Officer. The President,
if
present, shall preside at all meetings of the Stockholders. The President may
also, with the Secretary or the Treasurer or an Assistant Secretary or an
Assistant Treasurer, sign certificates for shares of capital stock of the
Corporation; may sign and execute in the name of the Corporation deeds,
mortgages, bonds, contracts or other instruments authorized by the Board, except
in cases where the signing and execution thereof shall be expressly delegated
by
the Board or by the By-laws to some other officer or agent of the Corporation,
or shall be required by law otherwise to be signed or executed; and shall
perform such other duties as from time to time may be assigned to him by the
Board.
5.8 Chairman
of the Executive Committee. The
Chairman of the Executive Committee shall have the powers and duties incident
to
that office and shall have other powers and duties as may be prescribed from
time to time by the Board of Directors. He shall be a member of the Executive
Committee and shall preside at all meetings of the Executive Committee at which
he is present. In the event of the absence or disability of the President,
he
shall perform the duties of the President, unless the Board of Directors shall
have designated another person to perform such duties.
5.9 Vice
Presidents. Each
Vice
President shall have such powers and shall perform such duties as shall be
assigned to such person by the President or the Board of Directors. Any Vice
President may also, with the Secretary or the Treasurer or an Assistant
Secretary or an Assistant Treasurer, sign certificates for shares of capital
stock of the Corporation; may sign and execute in the name of the Corporation
deeds, mortgages, bonds, contracts or other instruments authorized by the Board,
except in cases where the signing and execution thereof is expressly delegated
by the Board or by the By-laws to some other officer or agent of the
Corporation, or shall be required by law otherwise to be signed or
executed.
5.10 Secretary. The
Secretary, if present, shall act as secretary of all meetings of the
Stockholders and of the Board, and shall keep the minutes thereof in the proper
book or books to be provided for that purpose; he shall see that all notices
required to be given by the Corporation are duly given and served; he may,
with
the Chairman of the Board, the President, or a Vice President, sign certificates
for shares of capital stock of
the
Corporation; he shall be custodian of the seal of the Corporation and may seal
with the seal of the Corporation, or a facsimile thereof, all certificates
for
shares of capital stock, of the Corporation and all documents the execution
of
which on behalf of the Corporation under its corporate seal is authorized in
accordance with the provisions of the By-laws; he shall have charge of the
stock
ledger and also of the other books, records and papers of the Corporation
relating to its organization and management as a Corporation, and shall see
that
the reports, statements and other documents required by law are properly kept
and filed; and shall, in general, perform all the duties incident to the office
of Secretary and such other duties as from time to time may be assigned to
him
by the Board or by the President.
5.11 Treasurer. The
Treasurer shall have charge and custody of, and be responsible for, all funds,
securities and notes of the Corporation; receive and give receipts for moneys
due and payable to the Corporation from any sources whatsoever; deposit all
such
moneys in the name of the Corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the By-laws; against proper
vouchers, cause such funds to be disbursed by checks or drafts on the authorized
depositaries of the Corporation signed in such manner as shall be determined
in
accordance with any provisions of the By-laws, and be responsible for the
accuracy of the amounts of all moneys so disbursed; regularly enter or cause
to
be entered in books to be kept by him or under his direction full and adequate
accounts of all moneys received or paid by him for the account of the
Corporation; have the right to require, from time to time reports or statements
giving such information as he may desire with respect to any and all financial
transactions of the Corporation from the officers or agents transacting the
same; render to the President, or the Board, whenever the President, or the
Board, respectively, require him so to do, an account of the financial condition
of the Corporation and of all his transactions as Treasurer; exhibit at all
reasonable times his books of account and other records to any of the directors
upon application at the Office of the Corporation where such books and records
are kept; and in general, perform all the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned to him
by
the Board, or by the President; and he may sign, with the Chairman of the Board,
the President, or a Vice President, certificates for shares of capital stock
of
the Corporation.
5.12 Assistant
Secretaries and Assistant Treasurers. Assistant
Secretaries and Assistant Treasurers shall perform such duties as shall be
assigned to them by the Secretary or by the Treasurer, respectively, or by
the
Board, or the President. Assistant Secretaries and Assistant Treasurers may,
with the Chairman of the Board, the President, or a Vice President, sign
certificates for shares of capital stock of the Corporation.
ARTICLE
6
CONTRACTS,
CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
6.1 Execution
of Contracts. The
Board
may authorize any officer, employee or agent, in the name and on behalf of
the
Corporation, to enter into any contracts or execute and satisfy any instrument,
and any such authority may be general or confined to specific instances, or
otherwise limited.
6.2 Loans.
The
Chairman of the Board, the President, or any other officer, employee or agent
authorized by the By-laws or by the Board may effect loans and advances at
any
time for the Corporation from any bank, trust company or other institutions
or
from any firm, corporation or individual and for such loan and advances may
make, execute and deliver promissory notes, bonds or other certificates or
evidences of indebtedness of the Corporation, and when authorized so to do
may
pledge and hypothecate or transfer any securities or other property of the
Corporation as security for any such loans or advances. Such authority conferred
by the Board may be general or confined to specific instances or otherwise
limited.
6.3 Checks,
Drafts, Etc. All
checks, drafts and other orders for the payment of money out of the funds of
the
Corporation and all notes or other evidences of indebtedness of the Corporation
shall be signed on behalf of the Corporation in such manner as shall from time
to time be determined by resolution of the Board.
6.4 Deposits. The
funds
of the Corporation not otherwise employed shall be deposited from time to time
to the order of the Corporation in such banks, trust companies or other
depositories as the Board may select or as may be selected by an officer,
employee or agent of the Corporation to whom such power may from time to time
be
delegated by the Board.
ARTICLE
7
STOCKS
AND DIVIDENDS
7.1 Certificates;
Uncertificated Shares.
The
shares of stock in the Corporation shall be represented by certificates,
provided that the Board of Directors of the Corporation may provide by
resolution or resolutions that some or all of any class or series of its stock
shall be uncertificated shares. Any such resolution shall not apply to any
such
shares represented by a certificate theretofore issued until such certificate
is
surrendered to the Corporation. Every holder of stock represented by
certificates shall be entitled to have a certificate signed by or in the name
of
the Corporation by a Chairman or Vice Chairman of the Board or a
President
or Vice President, and by a Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary, representing the number of shares of stock in the
Corporation owned by such holder. Any or all of the signatures on such
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such person were such officer, transfer agent or registrar at the date
of
issue.
If
the
Corporation is authorized to issue more than one class of stock or more than
one
series of any class, the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications or restrictions of such preferences and/or rights
shall be set forth in full or summarized on the face or back of the certificate
which the Corporation shall issue to represent such class or series of stock,
provided that, except as otherwise required by law, in lieu of the foregoing
requirements, there may be set forth on the face or back of the certificate
which the Corporation shall issue to represent such class or series of stock
a
statement that the Corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of such class or series of
stock
and the qualifications, limitations or restrictions of such preferences and/or
rights. Within a reasonable time after the issuance or transfer of
uncertificated shares of any class or series of stock, the Corporation shall
send to the registered owner thereof a written notice containing the information
required by law to be set forth or stated on certificates representing shares
of
such class or series or a statement that the Corporation will furnish without
charge to each stockholder who so requests the powers, designations, preferences
and relative, participating, optional or other special rights of such class
or
series and the qualifications, limitations or restrictions of such preferences
and/or rights. Except as otherwise provided by law or the By-laws, the rights
and obligations of the holders of uncertificated shares and the rights and
obligations of the holders of certificates representing stock of the same class
and series shall be identical.
7.2 Transfer
of Shares. Transfers
of shares of capital stock of the Corporation shall be made only on the books
of
the Corporation by the holder thereof or by his duly authorized attorney
appointed by a power of attorney duly executed and filed with the Secretary
or a
transfer agent of the Corporation, and on surrender of the certificate or
certificates representing such shares of capital stock, unless such shares
are
uncertificated, properly endorsed for transfer and upon payment of all necessary
transfer taxes. Every certificate exchanged, returned or surrendered to the
Corpo-ration shall be marked "Canceled," with the date of cancellation, by
the
Secretary or an Assistant Secretary or the transfer agent of the Corporation.
A
person in whose name shares of capital stock shall stand on the books of the
Corporation shall be deemed the owner
thereof
to receive dividends, to vote as such owner and for all other purposes as
respects the Corporation. No transfer of shares of capital stock shall be valid
as against the Corporation, its Stockholders and creditors for any purpose,
except to render the transferee liable for the debts of the Corporation to
the
extent provided by law, until such transfer shall have been entered on the
books
of the Corporation by an entry showing from and to whom
transferred.
7.3 Transfer
and Registry Agents. The
Corporation may from time to time maintain one or more transfer offices or
agents and registry offices or agents at such place or places as may be
determined from time to time by the Board.
7.4 Lost,
Destroyed, Stolen and Mutilated Certificates.
The
holder of any shares of capital stock of the Corporation shall immediately
notify the Corporation of any loss, destruction, theft or mutilation of the
certificate representing such shares, and the Corporation may issue a new
certificate or uncertificated shares to replace the certificate alleged to
have
been lost, destroyed, stolen or mutilated. The Board may, in its discretion,
as
a condition to the issue of any such new certificate or uncertificated shares,
require the owner of the lost, destroyed, stolen or mutilated certificate,
or
his legal representatives, to make proof satisfactory to the Board of such
loss,
destruction, theft or mutilation and to advertise such fact in such manner
as
the Board may require, and to give the Corporation and its transfer agents
and
registrars, or such of them as the Board may require, a bond in such form,
in
such sum and with such surety or sureties as the Board may direct, to indemnify
the Corporation and its transfer agents and registrars against any claim that
may be made against any of them on account of the continued existence of any
such certificate so alleged to have been lost, destroyed, stolen or mutilated
and against any expense in connection with such claim.
7.5 Regulations.
The
Board
may make such rules and regulations as it may deem expedient, not inconsistent
with the By-laws or with the Certificate of Incorporation, concerning the issue,
transfer and registration of shares of its capital stock.
7.6 Restriction
on Transfer of Stock. A
written
restriction or restrictions on the transfer or registration of transfer of
capital stock of the Corporation, if permitted by Section 202 of the General
Corporation Law and noted conspicuously on the certificate representing such
capital stock or, in the case of uncertificated shares, contained in the notice
or notices sent pursuant to Section 151(f) of the General Corporation Law,
may
be enforced against the holder of the restricted capital stock or any successor
or transferee of the holder including an executor, administrator, trustee,
guardian or other fiduciary entrusted with like responsibility for the person
or
estate of the holder. Unless noted conspicuously on the certificate representing
the capital stock so restricted or, in the case of uncertificated shares,
contained in the notice or notices sent pursuant to Section 151(f) of the
General Corporation Law, even though permitted by Section 202 of the General
Corporation Law, shall be ineffective except against a person with actual
knowledge of the restriction. A restriction on the transfer or registration
of
transfer of capital stock of the Corporation or on the amount of the
Corporation’s securities that
may
be
owned by any person or group of persons may be imposed either by the Certificate
of Incorporation or by an agreement among any number of Stockholders or among
such Stockholders and the Corporation. No restriction so imposed shall be
binding with respect to capital stock issued prior to the adoption of the
restriction unless the holders of such capital stock are parties to an agreement
or voted in favor of the restriction.
7.7 Dividends.
Subject
to the provisions of the Certificate of Incorporation and of the General
Corporation Law, the Board may, from time to time, declare, and the Corporation
may pay, dividends and other distributions on the Corporation’s outstanding
shares of capital stock.
7.8 Fractional
Shares.
The
Corporation may, but shall not be required to, issue certificates for fractions
of a share where necessary to effect authorized transactions. If the Corporation
does not issue fractional shares, it shall (1) arrange for the disposition
of
fractional interests by those entitled thereto, (2) pay in cash the fair value
of fractions of a share as of the time when those entitled to receive such
fractions are determined, or (3) issue scrip or warrants in registered form
(either represented by a certificate or uncertificated) or in bearer form
(represented by a certificate) which shall entitle the holder to receive a
full
share upon the surrender of such scrip or warrants aggregating a full share.
A
certificate for a fractional share or an uncertificated fractional share shall,
but scrips or warrants shall not unless otherwise provided therein, entitle
the
holder to exercise voting rights, to receive dividends thereon and to
participate in any of the assets of the Corporation in the event of liquidation.
The Board may cause scrip or warrants to be issued subject to any such
conditions which the Board may impose.
ARTICLE
8
INDEMNIFICATION
8.1 Indemnification
of Officers and Directors. The
Corporation shall indemnify any person who was or is a party or is threatened
to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director or an officer of the Corporation
against expenses (including attorneys' fees), judgments, fines and amounts
paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding to the fullest extent and in the manner set forth
in
and permitted by the General Corporation Law, and any other applicable law,
as
from time to time in effect. Such right of indemnification shall not be deemed
exclusive of any other rights to which such director or officer may be entitled
apart from the foregoing provisions. The foregoing provisions of this Section
8.1 shall be deemed to be a contract between the Corporation and each director
and officer who serves in such capacity at any time while this Article 8 and
the
relevant provisions, of the General Corporation law and other applicable law,
if
any, are in effect, and any repeal or modification thereof shall not affect
any
rights or obligations then existing, with respect to any state of facts then
or
theretofore
existing, or any action, suit or proceeding theretofore, or thereafter brought
or threatened based in whole or in part upon any such state of facts.
8.2 Indemnification
of Other Persons. The
Corporation may indemnify any person who was or is a party or is threatened
to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative by reason
of the fact that he is or was an 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 expenses (including attorneys’ fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding to the extent and in the manner set forth
in and permitted by the General Corporation Law, and any other applicable law,
as from time to time in effect. Such right of indemnification shall not be
deemed exclusive of any other rights to which any such person may be entitled
apart from the foregoing provisions.
ARTICLE
9
BOOKS
AND RECORDS
9.1 Books
and Records.
The
Corporation shall keep correct and complete books and records of account and
shall keep minutes of the proceedings of the Stockholders, the Board and any
committee of the Board. The Corporation shall keep at the office designated
in
the Certificate of Incorporation or at the Office of the Corporation or at
the
office of the transfer agent or registrar of the Corporation, a record
containing the names and addresses of all Stockholders, the number and class
of
shares held by each and the dates when they respectively became the owners
of
record thereof.
9.2 Form
of Records. Any
records maintained by the Corporation in the regular course of its business,
including its stock ledger, books of account, and minute books, may be kept
on,
or be in the form of, punch cards, magnetic tape, photographs, microphotographs,
computer databases, electronic servers or any other information storage device
provided that the records so kept can be converted into clearly legible written
form within a reasonable time. The Corporation shall so convert any records
so
kept upon the request of any person entitled to inspect the same.
9.3 Inspection
of Books and Records. Except
as
otherwise provided by law, the Board shall determine from time to time whether,
and, if allowed, when and under what conditions and regulations, the accounts,
books, minutes and other records of the Corporation, or any of them, shall
be
open to the inspection of the Stockholders.
ARTICLE
10
SEAL
The
Board
may adopt a corporate seal which shall be in the form of a circle and shall
bear
the full name of the Corporation, the year of its incorporation and the word
"Delaware".
ARTICLE
11
FISCAL
YEAR
The
fiscal year of the Corporation shall begin on the 1st day of January and shall
terminate on the 31st day of December in each year, or such other period as
may
be fixed by resolution of the Board.
ARTICLE
12
VOTING
OF SHARES HELD
Unless
otherwise provided by resolution of the Board, the Chairman of the Board, or
the
President, or any Vice President, may, from time to time, appoint one or more
attorneys or agents of the Corporation, in the name and on behalf of the
Corporation, to cast the votes which the Corporation may be entitled to cast
as
a stockholder or otherwise in any other corporation, any of whose shares or
securities may be held by the Corporation, at meetings of the holders of stock
or other securities of such other corporation, or to consent, in writing to
any
action by any such other corporation, and may instruct the person or persons
so
appointed as to the manner of casting such votes or giving such consent, and
may
execute or cause to be executed on behalf of the Corporation and under its
corporate seal, or otherwise, such written proxies, consents, waivers or other
instruments as he may deem necessary or proper in the premises; or the Chairman
of the Board, or the President, or any Vice President may himself attend any
meeting of the holders of the stock or other securities of any such other
corporation and thereat vote or exercise any or all other powers of the
Corporation as the holder of such stock or other securities of such other
corporation.
ARTICLE
13
BUSINESS
COMBINATIONS WITH INTERESTED STOCKHOLDERS
Pursuant
to the provisions of Section 203 (b) (2) of the General Corporation Law, the
Corporation, by action of the Board, expressly elects not to be governed by
Section 203 of the General Corporation Law, dealing with business combinations
with interested Stockholders. Notwithstanding anything to the contrary in the
By-laws, the provisions of this Article 13 may not be further amended by the
Board, except as may be specifically authorized by the General Corporation
Law.
ARTICLE
14
AMENDMENTS
The
By-laws may be altered, amended, supplemented or repealed, or new By-laws may
be
adopted, by vote of the holders of the shares entitled to vote in the election
of directors. The By-laws may be altered, amended, supplemented or repealed,
or
new By-laws may be adopted, by the Board, provided that the vote of a majority
of the Whole Board shall be required to change the number of authorized
directors. Any By-laws adopted, altered, amended, or supplemented by the Board
may be altered, amended, supplemented or repealed by the Stockholders entitled
to vote thereon.