AMENDED & RESTATED BYLAWS
Published on
Exhibit 3.2
KAISER ALUMINUM CORPORATION
BYLAWS
as adopted and in
effect on July 6, 2006
effect on July 6, 2006
TABLE OF CONTENTS
| Page | ||||
STOCKHOLDERS MEETINGS |
1 | |||
1. Time and Place of Meetings |
1 | |||
2. Annual Meeting |
1 | |||
3. Special Meetings |
1 | |||
4. Notice of Meetings |
1 | |||
5. Inspectors |
2 | |||
6. Quorum |
2 | |||
7. Voting; Proxies |
2 | |||
8. Order of Business |
2 | |||
DIRECTORS |
4 | |||
9. Function |
4 | |||
10. Number, Election and Terms |
4 | |||
11. Vacancies and Newly Created Directorships |
4 | |||
12. Removal |
5 | |||
13. Nominations of Directors; Election |
5 | |||
14. Resignation |
6 | |||
15. Regular Meetings |
6 | |||
16. Special Meetings |
6 | |||
17. Quorum |
6 | |||
18. Written Action |
7 | |||
19. Participation in Meetings by Remote Communications |
7 | |||
20. Committees |
7 | |||
21. Compensation |
7 | |||
22. Rules |
7 | |||
NOTICES |
8 | |||
23. Generally |
8 | |||
24. Waivers |
8 | |||
OFFICERS |
8 | |||
25. Generally |
8 | |||
26. Compensation |
8 | |||
27. Succession |
8 | |||
28. Authority and Duties |
9 | |||
29. Execution of Documents and Action with Respect to Ownership Interests
In Other Entities |
9 | |||
STOCK |
9 | |||
30. Certificates |
9 | |||
31. Classes of Stock |
9 | |||
32. Lost, Stolen or Destroyed Certificates |
9 | |||
33. Record Dates |
10 | |||
TABLE OF CONTENTS
(continued)
(continued)
| Page | ||||
GENERAL |
10 | |||
34. Fiscal Year |
10 | |||
35. Seal |
10 | |||
36. Reliance Upon Books, Reports and Records |
10 | |||
37. Time Periods |
11 | |||
38. Amendments |
11 | |||
ii
STOCKHOLDERS MEETINGS
1. Time and Place of Meetings. All meetings of the stockholders for the election of
the members (the “Directors”) of the Board of Directors of the Company (the “Board”) or for any
other purpose will be held at such time and place, within or without the State of Delaware, as may
be designated by the Board or, in the absence of a designation by the Board, the Chairman of the
Board (the “Chairman”), the Chief Executive Officer, the President or the Secretary, and stated in
the notice of meeting. Notwithstanding the foregoing, the Board may, in its sole discretion,
determine that meetings of the stockholders shall not be held at any place, but may instead be held
by means of remote communications, subject to such guidelines and procedures as the Board may adopt
from time to time. The Board may postpone and reschedule any previously scheduled annual or
special meeting of the stockholders.
2. Annual Meeting. An annual meeting of the stockholders will be held at such date
and time as may be designated from time to time by the Board, at which meeting the stockholders
will elect by a plurality vote the Directors to succeed those Directors whose terms expire at such
meeting and will transact such other business as may properly be brought before the meeting in
accordance with Bylaw 8.
3. Special Meetings. Special meetings of the stockholders may be called only by (i)
the Chairman, (ii) the Chief Executive Officer, (iii) the President, or (iv) the Secretary within
10 calendar days after receipt of the written request of a majority of the total number of
Directors that the Company would have if there were no vacancies (the “Whole Board”). Any such
request by a majority of the Whole Board must be sent to the Chairman, the Chief Executive Officer,
the President and the Secretary and must state the purpose or purposes of the proposed meeting.
Special meetings of holders of the outstanding preferred stock, $0.01 par value per share, of the
Company (the “Preferred Stock”), if any, may be called in the manner and for the purposes provided
in the applicable Preferred Stock Designation (as defined in the Amended and Restated Certificate
of Incorporation of the Company (the “Certificate of Incorporation”)).
4. Notice of Meetings. Written notice of every meeting of the stockholders, stating
the place, if any, date and time thereof, the means of remote communications, if any, by which
stockholders and proxy holders may be deemed to be present in person and vote at such meeting and,
in the case of a special meeting, the purpose or purposes for which the meeting is called, will be
given not less than 10, nor more than 60, calendar days before the date of the meeting to each
stockholder of record entitled to vote at such meeting, except as otherwise provided herein or by
law. When a meeting is adjourned to another place, date or time, written notice need not be given
of the adjourned meeting if the place, if any, date and time thereof, and the means of remote
communications, if any, by which stockholders and proxy holders may be deemed to be present in
person and vote at such adjourned meeting, are announced at the meeting at which the adjournment is
taken; provided, however, that if the adjournment is for more than 30 calendar days, or if after
the adjournment a new record date is fixed for the adjourned meeting, written notice of the place,
if any, date and time thereof, and the means of remote communications, if any, by which
stockholders and proxy holders may be deemed to be present in person and vote at such adjourned
meeting, must be given in conformity herewith. At any adjourned meeting, any business may be
transacted which properly could have been transacted at the original meeting.
5. Inspectors. The Board, the Chairman or the Chief Executive Officer may appoint one
or more inspectors of election to act as judges of the voting and to determine those persons
entitled to vote at any meeting of the stockholders, or any adjournment thereof, in advance of such
meeting. The Board, the Chairman or the Chief Executive Officer may designate one or more persons
as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is
able to act at a meeting of stockholders, the presiding officer of the meeting may appoint one or
more substitute inspectors.
6. Quorum. Except as otherwise provided by law or in a Preferred Stock Designation,
the holders of a majority of the stock issued and outstanding and entitled to vote thereat, present
in person or represented by proxy, will constitute a quorum at all meetings of the stockholders for
the transaction of business thereat. If, however, such quorum is not present or represented at any
meeting of the stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, will have the power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum is present or represented.
7. Voting; Proxies. Except as otherwise provided by law, by the Certificate of
Incorporation, or in a Preferred Stock Designation, each stockholder will be entitled at every
meeting of the stockholders to one vote for each share of stock having voting power standing in the
name of such stockholder on the books of the Company on the record date for the meeting and such
votes may be cast either in person or by proxy. Every proxy must be authorized in a manner
permitted by Section 212 of the General Corporation Law of the State of Delaware or any successor
provision. Without affecting any vote previously taken, a stockholder may revoke any proxy that is
not irrevocable by attending the meeting and voting in person, by revoking the proxy by giving
notice to the Secretary of the Company, or by a later appointment of a proxy. The vote upon any
question brought before a meeting of the stockholders may be by voice vote, unless otherwise
required by the Certificate of Incorporation or these Bylaws or unless the Board, the Chairman, the
Chief Executive Officer or the presiding officer of the meeting or the holders of a majority of the
outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy
at such meeting otherwise determine. Every vote taken by written ballot will be counted by the
inspectors of election. When a quorum is present at any meeting, the affirmative vote of the
holders of a majority of the stock present in person or represented by proxy at the meeting and
entitled to vote on the subject matter and which has actually been voted will be the act of the
stockholders, except in the election of Directors or as otherwise provided in these Bylaws, the
Certificate of Incorporation or a Preferred Stock Designation or by law.
8. Order of Business. (a) The Chairman, or such other officer of the Company
designated by a majority of the Whole Board, will call meetings of the stockholders to order and
will act as presiding officer thereof. Unless otherwise determined by the Board prior to the
meeting, the presiding officer of the meeting of the stockholders will also determine the order of
business and have the authority in his or her sole discretion to regulate the conduct of any such
meeting, including without limitation by imposing restrictions on the persons (other than
stockholders of the Company or their duly appointed proxies) that may attend any such stockholders’
meeting, by ascertaining whether any stockholder or his or her proxy may be excluded from any
meeting of the stockholders based upon any determination by the presiding officer, in his or her
sole discretion, that any such person has disrupted or is likely to disrupt the
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proceedings thereat, and by determining the circumstances in which any person may make a
statement or ask questions at any meeting of the stockholders.
(b) At an annual meeting of the stockholders, only such business will be conducted or
considered as is properly brought before the annual meeting. To be properly brought before an
annual meeting, business must be (i) specified in the notice of the annual meeting (or any
supplement thereto) given by or at the direction of the Board in accordance with Bylaw 4, (ii)
otherwise properly brought before the annual meeting by the presiding officer or by or at the
direction of a majority of the Whole Board, or (iii) otherwise properly requested to be brought
before the annual meeting by a stockholder of the Company in accordance with Bylaw 8(c).
(c) For business to be properly requested by a stockholder to be brought before an annual
meeting, (i) the stockholder must be a stockholder of the Company of record at the time of the
giving of the notice for such annual meeting provided for in these Bylaws, (ii) the stockholder
must be entitled to vote at such meeting, (iii) the stockholder must have given timely notice
thereof in writing to the Secretary, and (iv) if the stockholder, or the beneficial owner on whose
behalf any business is brought before the meeting, has provided the Company with a Proposal
Solicitation Notice, as that term is defined in this Bylaw 8(c), such stockholder or beneficial
owner must have delivered a proxy statement and form of proxy to the holders of at the least the
percentage of shares of the Company entitled to vote required to approve such business that the
stockholder proposes to bring before such annual meeting and included in such materials the
Proposal Solicitation Notice. Except as otherwise provided by law, to be timely a stockholder’s
notice must be delivered to or mailed and received at the principal executive offices of the
Company not less than 60, nor more than 90, calendar days prior to the first anniversary of the
date on which the Company first mailed its proxy materials for the preceding year’s annual meeting
of stockholders; provided, however, that if there was no annual meeting in the preceding year or
the date of the annual meeting is advanced more than 30 calendar days prior to, or delayed by more
than 30 calendar days after, the anniversary of the preceding year’s annual meeting, notice by the
stockholder to be timely must be so delivered not later than the close of business on the later of
the 90th calendar day prior to such annual meeting and the 10th calendar day following the day on
which public disclosure of the date of such meeting is first made. In no event shall the public
disclosure of an adjournment of an annual meeting commence a new time period for the giving of a
stockholder’s notice as described above. A stockholder’s notice to the Secretary must set forth as
to each matter the stockholder proposes to bring before the annual meeting (A) a description in
reasonable detail of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (B) the name and address, as they appear on the
Company’s books, of the stockholder proposing such business and the beneficial owner, if any, on
whose behalf the proposal is made, (C) the class and series and number of shares of capital stock
of the Company that are owned beneficially and/or of record by the stockholder proposing such
business and by the beneficial owner, if any, on whose behalf the proposal is made, (D) a
description of all arrangements or understandings among such stockholder and any other person or
persons (including their names) in connection with the proposal of such business by such
stockholder and any material interest of such stockholder in such business, (E) whether either such
stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders
of at least the percentage of shares of the Company entitled to vote required to approve the
proposal (an affirmative statement
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of such intent, a “Proposal Solicitation Notice”), and (F) a representation that such
stockholder intends to appear in person or by proxy at the annual meeting to bring such business
before the annual meeting. Notwithstanding the foregoing provisions of this Bylaw 8(c), a
stockholder must also comply with all applicable requirements of the Securities Exchange Act of
1934 and the rules and regulations thereunder (the “Exchange Act”) with respect to the matters set
forth in this Bylaw 8(c), including without limitation any such rules or regulations relating to
the delivery of a proxy statement and form of proxy. For purposes of this Bylaw 8(c) and Bylaw 13,
“public disclosure” means disclosure in a press release reported by the Dow Jones News Service,
Associated Press, or comparable national news service or in a document filed by the Company with
the Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act or furnished by the
Company to stockholders. Nothing in this Bylaw 8(c) will be deemed to affect any rights of
stockholders to request inclusion of proposals in the Company’s proxy statement pursuant to Rule
14a-8 under the Exchange Act.
(d) At a special meeting of stockholders, only such business may be conducted or considered as
is properly brought before the meeting. To be properly brought before a special meeting, business
must be (i) specified in the notice of the meeting (or any supplement thereto) given by or at the
direction of the Chairman, the Chief Executive Officer, the President or a majority of the Whole
Board in accordance with Bylaw 4 or (ii) otherwise properly brought before the meeting by the
presiding officer or by or at the direction of a majority of the Whole Board.
(e) The determination of whether any business sought to be brought before any annual or
special meeting of the stockholders is properly brought before such meeting in accordance with this
Bylaw 8 will be made by the presiding officer of such meeting. If the presiding officer determines
that any business is not properly brought before such meeting, he or she will so declare to the
meeting and any such business will not be conducted or considered.
DIRECTORS
9. Function. The business and affairs of the Company will be managed under the
direction of its Board.
10. Number, Election and Terms. Subject to the rights, if any, of any series of
Preferred Stock specified in a Preferred Stock Designation, and to the minimum and maximum number
of authorized Directors provided in the Certificate of Incorporation, the authorized number of
Directors may be determined from time to time only (i) by a vote of a majority of the Whole Board
or (ii) by the affirmative vote of the holders of at least 67% of the outstanding Voting Stock,
voting together as a single class. The Directors, other than those who may be elected by the
holders of any series of the Preferred Stock, will be classified with respect to the time for which
they severally hold office in accordance with the Certificate of Incorporation.
11. Vacancies and Newly Created Directorships. Subject to the rights, if any, of the
holders of any series of Preferred Stock specified in a Preferred Stock Designation, newly created
directorships resulting from any increase in the number of Directors and any vacancies on the Board
resulting from death, resignation, disqualification, removal, or other cause will be
4
filled solely by the affirmative vote of a majority of the remaining Directors then in office,
even though less than a quorum of the Board, or by a sole remaining Director. Any Director elected
in accordance with the preceding sentence will hold office for the remainder of the full term of
the class of Directors in which the new directorship was created or the vacancy occurred and until
such Director’s successor is elected and qualified, or until his or her earlier death, resignation,
disqualification or removal. No decrease in the number of Directors constituting the Board will
shorten the term of an incumbent Director.
12. Removal. Subject to the rights, if any, of the holders of any series of Preferred
Stock specified in a Preferred Stock Designation, any Director may be removed from office by the
stockholders only in the manner provided in the Certificate of Incorporation.
13. Nominations of Directors; Election. (a) Subject to the rights, if any, of the
holders of any series of Preferred Stock specified in a Preferred Stock Designation, stockholders
may elect Directors at, and only at, an annual meeting of stockholders, and only persons who are
nominated in accordance with this Bylaw 13 will be eligible for election as Directors at a meeting
of stockholders.
(b) Nominations of persons for election as Directors may be made only at an annual meeting of
stockholders (i) by or at the direction of the Board or a committee thereof or (ii) by any
stockholder that is a stockholder of record at the time it gives the notice provided for in this
Bylaw 13, who is entitled to vote for the election of Directors at such annual meeting, and who
complies with the procedures set forth in this Bylaw 13. If a stockholder, or a beneficial owner
on whose behalf any such nomination is made, has provided the Company with a Nomination
Solicitation Notice, as that term is defined below in this Bylaw 13, such stockholder or beneficial
owner must have delivered a proxy statement and form of proxy to the holders of at least the
percentage of shares of the Company entitled to vote required to approve such nomination and
included in such materials the Nomination Solicitation Notice (as defined below). All nominations
by stockholders must be made pursuant to timely notice in proper written form to the Secretary.
(c) Except as otherwise provided by law, to be timely a stockholder’s notice must be delivered
to or mailed and received at the principal executive offices of the Company not less than 60, nor
more than 90, calendar days prior to the first anniversary of the date on which the Company first
mailed its proxy materials for the preceding year’s annual meeting of stockholders; provided,
however, that if there was no annual meeting in the preceding year or if the date of the annual
meeting is advanced more than 30 calendar days prior to or delayed by more than 30 calendar days
after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be
timely must be so delivered not later than the close of business on the later of the 90th calendar
day prior to such annual meeting and the 10th calendar day following the day on which public
disclosure of the date of such meeting is first made. In no event shall the public disclosure of
an adjournment of an annual meeting commence a new time period for the giving of a stockholder’s
notice as described above. To be in proper written form, such stockholder’s notice must set forth
or include: (i) the name and address, as they appear on the Company’s books, of the stockholder
giving the notice and of the beneficial owner, if any, on whose behalf the nomination is made; (ii)
a representation that the stockholder giving the notice
5
is a holder of record of stock of the Company entitled to vote at such annual meeting and
intends to appear in person or by proxy at the annual meeting to nominate the person or persons
specified in the notice; (iii) the class and number of shares of stock of the Company owned
beneficially and/or of record by the stockholder giving the notice and by the beneficial owner, if
any, on whose behalf the nomination is made; (iv) a description of all arrangements or
understandings between or among any of (A) the stockholder giving the notice, (B) the beneficial
owner on whose behalf the notice is given, (C) each nominee, and (D) any other person or persons
(naming such person or persons) pursuant to which the nomination or nominations are to be made by
the stockholder giving the notice; (v) such other information regarding each nominee proposed by
the stockholder giving the notice as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the SEC had the nominee been nominated, or intended to be nominated,
by the Board; (vi) the signed consent of each nominee to serve as a Director of the Company if so
elected; and (vii) whether either such stockholder or beneficial owner intends to deliver a proxy
statement and form of proxy to holders of at least the percentage of shares of the Company entitled
to vote required to elect such nominee or nominees (an affirmative statement of such intent, a
“Nomination Solicitation Notice”). The presiding officer of any annual meeting will, if the facts
warrant, determine that a nomination was not made in accordance with the procedures prescribed by
this Bylaw 13, and if he or she should so determine, he or she will so declare to the meeting and
the defective nomination will be disregarded. Notwithstanding the foregoing provisions of this
Bylaw 13, a stockholder must also comply with all applicable requirements of the Exchange Act with
respect to the matters set forth in this Bylaw 13, including without limitation any such rules or
regulations relating to the delivery of a proxy statement and form of proxy.
14. Resignation. Any Director may resign at any time by giving notice in writing or
by electronic transmission of his or her resignation to the Chairman, the Chief Executive Officer,
the President or the Secretary. Any resignation will be effective upon actual receipt by any such
person or, if later, as of the date and time specified in such written notice.
15. Regular Meetings. Regular meetings of the Board may be held immediately after the
annual meeting of the stockholders and at such other time and place either within or without the
State of Delaware as may from time to time be determined by the Board. Notice of regular meetings
of the Board need not be given.
16. Special Meetings. Special meetings of the Board may be called by the Chairman or
the Chief Executive Officer on one day’s notice to each Director by whom such notice is not waived
and will be called by the Chairman or the Chief Executive Officer, on like notice, on the written
request of a majority of the Whole Board. Special meetings of the Board may be held at such time
and place either within or without the State of Delaware as is determined by the Board or specified
in the notice of any such meeting.
17. Quorum. At all meetings of the Board, a majority of the Whole Board will
constitute a quorum for the transaction of business. Except for the designation of committees as
hereinafter provided and except for actions required by these Bylaws or the Certificate of
Incorporation to be taken by a majority of the Whole Board, the act of a majority of the Directors
present at any meeting at which there is a quorum will be the act of the Board. If a quorum is not
6
present at any meeting of the Board, the Directors present thereat may adjourn the meeting
from time to time to another place, time or date, without notice other than announcement at the
meeting, until a quorum is present.
18. Written Action. Any action required or permitted to be taken at any meeting of
the Board or any committee designated by the Board may be taken without a meeting if all members of
the Board or any such committee, as the case may be, consent thereto in writing or by electronic
transmission, and such consent is to be filed with the minutes or proceedings of the Board or such
committee.
19. Participation in Meetings by Remote Communications. Members of the Board or any
committee designated by the Board may participate in a meeting of the Board or any such committee,
as the case may be, by means of telephone conference or other means by which all persons
participating in the meeting can hear each other, and such participation in a meeting will
constitute presence in person at the meeting.
20. Committees. (a) The Board, by resolution passed by a majority of the Whole Board,
may designate one or more committees. Except as otherwise provided in these Bylaws or by law, any
committee of the Board, to the extent provided by resolution adopted by the Board, will have and
may exercise all the powers and authority of the Board in the direction or the management of the
business and affairs of the Company.
(b) Each committee of the Board will consist of one or more Directors and will have such
lawfully delegable powers and duties as the Board may confer. Any such committee designated by the
Board will have such name as may be determined from time to time by resolution adopted by the
Board. Unless otherwise prescribed by the Board, a majority of the members of any committee of the
Board will constitute a quorum for the transaction of business, and the act of a majority of the
members present at a meeting at which there is a quorum will be the act of such committee. Each
committee of the Board may prescribe its own rules for calling and holding meetings and its method
of procedure, subject to any rules prescribed by the Board, and will keep a written record of all
actions taken by it.
(c) The members of each committee of the Board will serve in such capacity at the pleasure of
the Board or as may be specified in any resolution from time to time adopted by the Board. The
Board may designate one or more Directors as alternate members of any such committee, who may
replace any absent or disqualified member at any meeting of such committee.
21. Compensation. The Board may establish the compensation for, and reimbursement of
the expenses of, Directors for membership on the Board and on committees of the Board, attendance
at meetings of the Board or committees of the Board, and for other services by Directors to the
Company or any of its majority-owned subsidiaries.
22. Rules. The Board may adopt rules and regulations for the conduct of meetings and
the oversight of the management of the affairs of the Company.
7
NOTICES
23. Generally. Except as otherwise provided by law, these Bylaws or the Certificate
of Incorporation, whenever by law or under the provisions of the Certificate of Incorporation or
these Bylaws notice is required to be given to any Director or stockholder, such notice may be
given (i) in person, (ii) by mail or courier service, addressed to such Director or stockholder, at
the address of such Director or stockholder as it appears on the records of the Company, with
postage thereon prepaid, or (iii) by telephone, facsimile, electronic transmission or similar means
of communication. Any notice will be deemed to be given at the time when the same is deposited in
the United States mail, to the extent mailed, or when transmitted, to the extent given by
telephone, facsimile, electronic transmission or similar means of communication.
24. Waivers. Whenever any notice is required to be given by law or under the
provisions of the Certificate of Incorporation or these Bylaws, a waiver thereof in writing, signed
by the person or persons entitled to such notice, or a waiver by electronic transmission by the
person or persons entitled to such notice, whether before or after the time of the event for which
notice is to be given, will be deemed equivalent to such notice. Attendance of a person at a
meeting will 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.
OFFICERS
25. Generally. The officers of the Company will be elected by the Board and will
consist of a Chairman, a Chief Executive Officer, a President, a Secretary and a Treasurer. The
Board may also choose any or all of the following: one or more Vice Chairmen, one or more Vice
Presidents (who may be given particular designations with respect to authority, function or
seniority), one or more Assistant Secretaries, one or more Assistant Treasurers and such other
officers as the Board may from time to time determine. Notwithstanding the foregoing, by specific
action the Board may authorize the Chairman to appoint any person to any office other than
Chairman, Chief Executive Officer, President, Secretary or Treasurer. Any number of offices may be
held by the same person. Any of the offices may be left vacant from time to time as the Board may
determine. In the case of the absence or disability of any officer of the Company or for any other
reason deemed sufficient by the Board, the Board may delegate the absent or disabled officer’s
powers or duties to any other officer or to any Director.
26. Compensation. The compensation of all executive officers of the Company, as well
as all officers and agents of the Company who are also Directors, will be fixed by the Board or by
a committee of the Board. The Board may fix or delegate the power to fix, the compensation of
other officers and agents of the Company to an officer of the Company.
27. Succession. Each officer of the Company will hold office until their successors
are elected and qualified, or until his or her earlier death, resignation, disqualification or
removal. Any officer may be removed at any time by the affirmative vote of a majority of the Whole
Board. Any vacancy occurring in any office of the Company may be filled by the Board or by the
Chairman as provided in Bylaw 25.
8
28. Authority and Duties. Each of the officers of the Company will have such
authority and will perform such duties as are customarily incident to their respective offices or
as may be specified from time to time by the Board.
29. Execution of Documents and Action with Respect to Ownership Interests In Other
Entities. The Chief Executive Officer shall have, and is hereby given, full power and
authority, except as otherwise required by law or directed by the Board or the stockholders of the
Company, (i) to execute, on behalf of the Company, all duly authorized contracts, agreements,
deeds, conveyances or other obligations of the Company, applications, consents, proxies and other
powers of attorney, and other documents and instruments and (ii) to vote and otherwise act on
behalf of the Company, in person or by proxy, at any meeting of holders of the securities of or
other ownership interests in any other corporation or entity in which the Company may hold
securities or other ownership interests (or with respect to any action of such holders) and
otherwise to exercise any and all rights and powers which the Company may possess by reason of its
ownership of securities of or other ownership interests in such other corporation or entity. The
Chief Executive Officer may delegate to other officers, employees and agents of the Company the
power and authority to take any action which the Chief Executive Officer is authorized to take
under this Bylaw 29, with such limitations as the Chief Executive Officer may specify; such
authority so delegated by the Chief Executive Officer shall not be re-delegated by the person to
whom such execution authority has been delegated.
STOCK
30. Certificates. Certificates representing shares of stock of the Company will be in
such form as is determined by the Board, subject to applicable legal requirements. Each such
certificate will be numbered and its issuance recorded in the books of the Company, and such
certificate will exhibit the holder’s name and the number of shares and will be signed by, or in
the name of, the Company by the Chairman or the President and the Secretary or an Assistant
Secretary, or the Treasurer or an Assistant Treasurer, and will also be signed by, or bear the
facsimile signature of, a duly authorized officer or agent of any properly designated transfer
agent of the Company. Any or all of the signatures and the seal of the Company, if any, upon such
certificates may be facsimiles, engraved or printed. Such certificates may be issued and delivered
notwithstanding that the person whose facsimile signature appears thereon may have ceased to be
such officer at the time the certificates are issued and delivered.
31. Classes of Stock. The designations, powers, preferences and relative
participating, optional or other special rights of the various classes of stock or series thereof,
and the qualifications, limitations or restrictions thereof, will be set forth in full or
summarized on the face or back of the certificates which the Company issues to represent its stock
or, in lieu thereof, such certificates will set forth the office of the Company from which the
holders of certificates may obtain a copy of such information at no charge.
32. Lost, Stolen or Destroyed Certificates. The Secretary may direct a new
certificate or certificates to be issued in place of any certificate or certificates theretofore
issued by the Company alleged to have been lost, stolen or destroyed, upon the making of an
affidavit of that fact, satisfactory to the Secretary, by the person claiming the certificate of
stock to be lost, stolen
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or destroyed. As a condition precedent to the issuance of a new certificate or certificates,
the Secretary may require the owners of such lost, stolen or destroyed certificate or certificates
to give the Company a bond in such sum and with such surety or sureties as the Secretary may direct
as indemnity against any claims that may be made against the Company with respect to the
certificate alleged to have been lost, stolen or destroyed or the issuance of the new certificate.
33. Record Dates. (a) In order that the Company may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the
Board may fix a record date, which will not be more than 60 nor less than 10 calendar days before
the date of such meeting. If no record date is fixed by the Board, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders will be at the close of
business on the calendar day next preceding the day on which notice is given, or, if notice is
waived, at the close of business on the calendar day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice of or to vote at a meeting of
the stockholders will apply to any adjournment of the meeting; provided, however, that the Board
may fix a new record date for the adjourned meeting.
(b) In order that the Company may determine the stockholders entitled to receive payment of
any dividend or other distribution or allotment of any rights or the stockholders 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 record date, which record date will not be more
than 60 calendar days prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose will be at the close of business on the calendar day
on which the Board adopts the resolution relating thereto.
(c) The Company will be entitled to treat the person in whose name any share of its stock is
registered as the owner thereof for all purposes, and will not be bound to recognize any equitable
or other claim to, or interest in, such share on the part of any other person, whether or not the
Company has notice thereof, except as expressly provided by applicable law.
GENERAL
34. Fiscal Year. The fiscal year of the Company will end on December 31st
of each year or such other date as may be fixed from time to time by the Board.
35. Seal. The Board may adopt a corporate seal and use the same by causing it or a
facsimile thereof to be impressed or affixed or otherwise reproduced.
36. Reliance Upon Books, Reports and Records. Each Director, each member of a
committee designated by the Board and each officer of the Company will, in the performance of his
or her duties, be fully protected in relying in good faith upon the records of the Company and upon
such information, opinions, reports or statements presented to the Company by any of the Company’s
officers or employees, or committees of the Board, or by any other person as to matters the
Director, committee member or officer believes are within such other person’s professional or
expert competence and who has been selected with reasonable care by or on behalf of the Company.
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37. Time Periods. In applying any provision of these Bylaws that requires that an act
be performed or not be performed a specified number of days prior to an event or that an act be
performed during a period of a specified number of days prior to an event, calendar days will be
used unless otherwise specified, the day of the doing of the act will be excluded, and the day of
the event will be included.
38. Amendments. Except as otherwise provided by law or by the Certificate of
Incorporation or these Bylaws, these Bylaws or any of them may be amended in any respect or
repealed at any time, either (i) at any meeting of stockholders, provided that any amendment or
supplement proposed to be acted upon at any such meeting has been described or referred to in the
notice of such meeting, or (ii) at any meeting of the Board, provided that no amendment adopted by
the Board may vary or conflict with any amendment adopted by the stockholders in accordance with
the Certificate of Incorporation and these Bylaws. Notwithstanding the foregoing and anything
contained in these Bylaws to the contrary, Bylaws 1, 3, 8, 10, 11, 12, 13 and 38 may not be amended
or repealed by the stockholders, and no provision inconsistent therewith may be adopted by the
stockholders, without the affirmative vote of the holders of at least 67% of the outstanding Voting
Stock, voting together as a single class.
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