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) January 26, 2006
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INTERNATIONAL FLAVORS & FRAGRANCES INC.
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(Exact Name of Registrant as Specified in Charter)
New York 1-4858 13-1432060
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
521 West 57th Street, New York, New York 10019
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 765-5500
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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 January 26, 2006, the Board of Directors approved an amendment to
Article II, Section 2 of the By-Laws of the Company. The amendment, which
becomes effective on May 9, 2006, decreases the number of directors from nine to
eight. A copy of the Company's By-Laws, as amended, is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99.1 By-Laws of International Flavors & Fragrances Inc., as amended
effective as of May 9, 2006.
SIGNATURE
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.
INTERNATIONAL FLAVORS & FRAGRANCES INC.
Dated: January 31, 2006 By: /s/ Dennis M. Meany
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Name: Dennis M. Meany
Title: Senior Vice President, General
Counsel and Secretary
EXHIBIT INDEX
Exhibit No. Description
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99.1 By-Laws of International Flavors & Fragrances Inc., as amended
effective as of May 9, 2006.
EXHIBIT 99.1
INTERNATIONAL FLAVORS & FRAGRANCES INC.
BY-LAWS
(as adopted March 10, 1964, including all amendments
effective as of May 9, 2006)
BY-LAWS
of
INTERNATIONAL FLAVORS & FRAGRANCES INC.
(a New York corporation)
ARTICLE I
Meetings of Stockholders
SECTION 1. Annual Meeting. The annual meeting of the stockholders of the
Corporation for the election of directors and for the transaction of such other
business as may properly come before the meeting shall be held at such place, on
such date and at such time as shall be designated from time to time by the Board
of Directors.
SECTION 2. Special Meeting. Special meetings of the stockholders, unless
otherwise prescribed by statute, may be called at any time by the Chairman of
the Board, the President or the Board of Directors.
SECTION 3. Notice of Meetings. (a) Nomination of Directors. Only persons
who are nominated in accordance with the following procedures shall be eligible
for election as directors of the Corporation. Nominations of persons for
election to the Board of Directors may be made at any annual meeting of
stockholders, or at any special meeting of stockholders called for the purpose
of electing directors, (i) by or at the direction of the Board of Directors (or
any duly authorized committee thereof) or (ii) by any stockholder of the
Corporation (A) who is a stockholder of record on the date of the giving of the
notice provided for in this Section 3(a) and on the record date for the
determination of stockholders entitled to vote at such meeting and (B) who
complies with the notice procedures set forth in this Section 3(a).
In addition to any other applicable requirements, for a nomination to be
made by a stockholder, such stockholder must have given timely notice thereof in
proper written form to the Secretary of the Corporation. To be timely, a
stockholder's notice to the Secretary must be delivered to or mailed and
received at the principal executive offices of the Corporation (i) in the case
of an annual meeting, not less than sixty (60) days nor more than ninety (90)
days prior to the anniversary date of the immediately preceding annual meeting
of stockholders; provided, however, that in the event that the annual meeting is
called for a date that is not within thirty (30) days before or after such
anniversary date, notice by the stockholder in order to be timely must be so
received not later than the close of business on the tenth (10th) day following
the day on which such notice of the date of the annual meeting was mailed or
such public disclosure of the date of the annual meeting was made, whichever
first occurs; and (ii) in the case of a special meeting of stockholders called
for the purpose of electing directors, not later than the close of business on
the tenth (10th) day following the day on which notice of the date of the
special meeting was mailed or public disclosure of the date of the special
meeting was made, whichever first occurs.
To be in proper written form, a stockholder's notice to the Secretary must
set forth (i) as to each person whom the stockholder proposes to nominate for
election as a director (A) the name, age, business address and residence address
of the person, (B) the principal occupation or employment of the person, (C) the
class or series and number of shares of capital stock of the Corporation which
are owned beneficially or of record by the person and (D) any other information
relating to the person that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with solicitations
of proxies for election of directors pursuant to Section 14 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations promulgated thereunder; and (ii) as to the stockholder giving the
notice (A) the name and record address of such stockholder, (B) the class or
series and number of shares of capital stock of the Corporation which are owned
beneficially or of record by such stockholder, (C) a description of all
arrangements or understandings between such stockholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such stockholder, (D) a representation
that such stockholder intends to appear in person or by proxy at the meeting to
nominate the persons named in its notice and (E) any other information relating
to such stockholder that would be required to be disclosed in a proxy statement
or other filings required to be made in connection with solicitations of proxies
for election of directors pursuant to Section 14 of the Exchange Act and the
rules and regulations promulgated thereunder. Such notice must be accompanied by
a written consent of each proposed nominee to being named as a nominee and to
serve as a director if elected. The Corporation may require any proposed nominee
to furnish such other information as may reasonably be required by the
Corporation to determine the eligibility of such proposed nominee to serve as
director of the Corporation.
Notwithstanding anything in these By-Laws to the contrary, no person shall
be eligible for election as a director of the Corporation unless nominated in
accordance with the procedures set forth in this Section 3(a). If the Chairman
of the meeting determines that a nomination was not made in accordance with the
foregoing procedures, the Chairman shall declare to the meeting that the
nomination was defective and such defective nomination shall be disregarded.
(b) Nature of Business at Meetings of Stockholders. No business may be
transacted at an annual meeting of stockholders, other than business that is
either (i) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the Board of Directors (or any duly authorized
committee thereof), (ii) otherwise properly brought before an annual meeting, by
or at the direction of the Board of Directors (or any duly authorized committee
thereof) or (iii) otherwise properly brought before an annual meeting by any
stockholder of the Corporation (A) who is a stockholder of record on the date of
the giving of the notice provided for in this Section 3(b) and on the record
date for the determination of stockholders entitled to vote at such meeting and
(B) who complies with the notice procedures set forth in this Section 3(b).
In addition to any other applicable requirements, for business to be
properly brought before an annual meeting by a stockholder, such stockholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation.
To be timely, a stockholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation not
less than sixty (60) days nor more than ninety (90) days prior to the
anniversary date of the immediately preceding annual meeting of stockholders;
provided, however, that in the event that the annual meeting is called for a
date that is not within thirty (30) days before or after such anniversary date,
notice by the stockholder in order to be timely must be so received not later
than the close of business on the tenth (10th) day following the day on which
such notice of the date of the annual meeting was mailed or such public
disclosure of the date of the annual meeting was made, whichever first occurs.
To be in proper written form, a stockholder's notice to the Secretary must
set forth as to each matter such stockholder proposes to bring before an annual
meeting, (i) a brief description of the business desired to be brought before
such meeting and the reasons for conducting such business at such meeting, (ii)
the name and record address of such stockholder, (iii) the class or series and
number of shares of capital stock of the Corporation which are owned
beneficially or of record by such stockholder, (iv) a description of all
arrangements or understandings between 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 and (v) a representation that such stockholder intends to appear in
person or by proxy at the meeting to bring such business before such meeting.
Notwithstanding the foregoing provisions of this Section, a stockholder seeking
to have a proposal included in the Corporation's proxy statement shall comply
with the requirements of Section 14 of the Exchange Act, including, but not
limited to, Rule 14a-8 promulgated thereunder or its successor provision. The
Corporation may require any stockholder to furnish such other information as may
reasonably be required by the Corporation to determine if the business shall be
properly brought before an annual meeting of the stockholders.
Notwithstanding anything in these By-Laws to the contrary, no business
shall be conducted at an annual meeting of stockholders except business brought
before such meeting in accordance with the procedures set forth in this Section;
provided, however, that, once business has been properly brought before the
meeting in accordance with such procedures, nothing in this Section 3(b) shall
be deemed to preclude discussion by any stockholder of any such business. If the
Chairman of an annual meeting determines that business was not properly brought
before such meeting in accordance with the foregoing procedures, the Chairman
shall declare to the meeting that the business was not properly brought before
the meeting and such business shall not be transacted.
SECTION 4. Quorum. At all meetings of the stockholders of the Corporation,
the holders of a majority of the stock of the Corporation entitled to vote
thereat, present in person or by proxy, shall constitute a quorum for the
transaction of any business except as otherwise provided by law.
SECTION 5. Order of Business. The order of business at all meetings of the
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 in voting interest of the stockholders present at the
meeting in person or by proxy and entitled to vote thereat.
SECTION 6. Organization; Adjournment. At each meeting of the stockholders,
the Chairman of the Board of the Corporation, or, if he shall be absent
therefrom, the President of the Corporation, or, if he shall be absent
therefrom, the Executive Vice-President, or, if he shall be absent therefrom,
any other Vice-President of the Corporation, or, if the Chairman of the Board,
the President, the Executive Vice-President and all the other Vice-Presidents
shall be absent from such meeting, then some other officer of the Corporation,
or, if all its officers shall be absent therefrom, a stockholder holding of
record shares of stock of the Corporation having voting powers, or the proxy of
such a stockholder, who is chosen chairman of such meeting, shall act as
chairman thereof and preside thereat; and the Secretary of the Corporation, or,
if he shall be absent from such meeting, or, if he shall be required or chosen
pursuant to the provisions of this Section 6 to act as chairman of such meeting,
the person (who shall be an Assistant Secretary of the Corporation, if any of
them shall be present thereat) whom the chairman of such meeting shall appoint
secretary of such meeting, shall act as secretary of such meeting and keep the
minutes thereof.
If a quorum, determined in accordance with Article I, Section 4 hereof,
shall not be present or represented at any meeting of the stockholders, the
Chairman of the meeting, or if so requested by the Chairman, the stockholders
present in person or represented by proxy, shall have the power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. In addition, the
Chairman of any meeting of stockholders shall have the power to adjourn the
meeting at the request of the Board of Directors if the Board of Directors
determines that adjournment is necessary or appropriate to enable stockholders
to consider fully information which the Board of Directors determines has not
been made sufficiently or timely available to stockholders.
SECTION 7. Voting. When a quorum is present or represented at any meeting,
the vote of the holders of a majority of the stock having voting power present
in person or represented by proxy shall decide any question brought before such
meeting, except as otherwise expressly provided by the Certificate of
Incorporation or by Law. At each meeting of the stockholders every stockholder
of record of the Corporation entitled to vote at such meeting shall be entitled
to one vote for each share of Common Stock standing in his name on the books of
the Corporation; provided, however, that the Board of Directors may fix, in
advance, a date not more than sixty nor less than ten days prior to the date of
such meeting as the date as of which stockholders entitled to notice of, and to
vote at, such meeting shall be determined, and in case the Board of Directors
shall fix a date, only stockholders of record on such date shall be entitled to
notice of, and to vote at, such meeting. The vote of stock of the Corporation
may be given by the stockholder entitled thereto in person or by proxy duly
appointed by an instrument in writing subscribed by such stockholder or by his
attorney thereunto duly authorized, and delivered to the Secretary of the
meeting. Unless demanded by a stockholder of the Corporation present in person
or by proxy at any meeting of the stockholders and entitled to vote thereat or
so directed by the chairman of the meeting, the vote thereat on any question
need not be by ballot. Upon a demand of any such stockholder for a vote by
ballot on any question or at the direction of such chairman that a vote by
ballot be taken on any question, such vote shall be taken by ballot. On a vote
by ballot each ballot shall be signed by the stockholder voting, or in his name
by his proxy, if there be such proxy, and it shall show the number of shares
voted by him.
SECTION 8. Inspectors of Election. At any meeting of the stockholders, an
inspector or inspectors of election may be appointed as provided in the Business
Corporation Law and shall have duties as provided in said Law. An inspector of
election need not be a stockholder of the Corporation, and any officer of the
Corporation may be an inspector of election on any question other than a vote
for or against his election to any position with the Corporation or any other
question in which he may be directly interested.
ARTICLE II
Board of Directors
SECTION 1. General Powers. Except as otherwise provided in these By-laws or
in the Certificate of Incorporation, the property, business and affairs of the
Corporation shall be managed by the Board of Directors.
SECTION 2. Number. The number of directors shall be eight* but the number
thereof may, from time to time, be diminished to not less than six by amendment
of these By-laws. As used in these By-laws, the term "whole Board of Directors"
shall mean the total number of directors which the Corporation would have at the
time if there were no vacancies.
SECTION 3. Election of Directors. At each meeting of the stockholders for
the election of directors at which a quorum is present, the persons receiving a
plurality of the votes cast by the holders of stock entitled to vote thereat
shall be the directors. No person shall be eligible to serve as director of the
Corporation after the date of, or stand for the re-election at, the annual
meeting of stockholders which follows the date of his or her 72nd birthday,
except that persons serving as directors on February 8, 2000 who are re-elected
at the annual meeting held on May 18, 2000 (or any adjournment thereof) may
continue to serve as directors until the date of the annual meeting of
stockholders held in 2001.
SECTION 4. Organization. The Board of Directors may choose one of their
number as Chairman of the Board. At each meeting of the Board of Directors, the
Chairman of the Board, or, if there shall be no Chairman or if he shall be
absent, the President of the Corporation, or in case of his absence, the
Executive Vice-President, or in case of his absence, a chairman who shall be any
director chosen by a majority of the directors present thereat, shall act as
chairman of such meeting and preside thereat. The Secretary of the Corporation,
or in the case of his absence, any person (who shall be an Assistant Secretary
of the Corporation, if an Assistant Secretary of the Corporation shall be
present at such meeting) whom the chairman shall appoint secretary of such
meeting, shall act as secretary of such meeting and keep the minutes thereof.
SECTION 5. Resignations. Any director of the Corporation may resign at any
time by giving written notice of his resignation to the Board of Directors, the
President or the Secretary of the Corporation. Any such resignation shall take
effect at the time specified therein, then it shall take effect immediately upon
its receipt by such Board of Directors, President or Secretary; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
SECTION 6. Vacancies. Vacancies occurring in the Board of Directors for any
reason, except the removal of directors without cause by the stockholders, may
be filled by the affirmative vote of at least two-thirds (2/3) of the whole
Board of Directors. A director elected to fill a vacancy shall be elected to
hold office for the unexpired term of his predecessor. Newly-created
directorships resulting from an increase in the number of directors may be
filled by vote of a majority of the directors then in office, although less than
a quorum exists.
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* Amended from "nine" to "eight", effective May 9, 2006, by Unanimous Written
Consent of the Board of Directors adopted January 26, 2006.
SECTION 7. Organization Meeting. After each annual election of directors,
the Board of Directors may hold a regular meeting for the purpose of
organization and the transaction of other business as soon as practicable on the
same day, at the place where other regular meetings of the Board of Directors
are held. Notice of such meeting need not be given. Such meeting may be held at
any other time or place which shall be specified in a notice given as
hereinafter provided for special meetings of the Board or in a consent and
waiver of notice thereof signed by all the directors.
SECTION 8. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such other times and at such places within or without the State
of New York or the United States as the Board shall from time to time by
resolution determine. If any day fixed for a regular meeting shall be a legal
holiday at the place where the meeting is to be held, then the meeting which
otherwise would be held on that day shall be held at the same hour on the next
succeeding business day. Notice of regular meetings need not be given.
SECTION 9. Special Meetings; Notice. Special meetings of the Board of
Directors shall be held whenever called by the Chairman of the Board, the
President of the Corporation, the Executive Vice-President of the Corporation,
or by any two (2) of the directors at the time in office. A notice shall be
given as hereinafter in this Section provided of each such special meeting,
stating the time and place thereof. Except as otherwise provided by law, notice
of each meeting shall be given by mail, telegraph, cable, wireless, telephone or
personal delivery to each director, at his residence or usual place of business
at least two (2) days before the day on which such meeting is to be held;
provided, however, in the case of any director residing outside the United
States, such notice shall be sent addressed to him at such place by telegraph,
cable or wireless, or be delivered personally or by telephone not later than
five (5) days before the day on which such meeting is to be held. Notice of any
meeting of the Board need not, however, be given to any director, if waived by
him in writing before or after the meeting or if he shall attend the meeting
without protesting, prior thereto or at its commencement, the lack of notice to
him.
SECTION 10. Quorum and Manner of Acting.
(a) A majority of the whole Board of Directors shall be present in person
at any meeting of the Board in order to constitute a quorum for the transaction
of business at such meeting and, except as otherwise specifically provided by
the Certificate of Incorporation, these By-laws or by law, the act of a majority
of the directors present at any such meeting, at which quorum is present, shall
be the act of the Board. In the absence of a quorum from any such meeting, a
majority of the directors 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.
(b) Unless otherwise restricted by the Certificate of Incorporation or
these By-laws, any one or more members of the Board or any committee thereof may
participate in a meeting of the Board or committee by means of a conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time. Participation by such means
shall constitute presence in person at a meeting.
SECTION 11. Committees. There may be an Executive Committee consisting of
three or more directors as may be designated from time to time by a majority of
the whole Board of Directors. The Chairman of the Board shall be a member ex
officio of the Executive Committee. Such Committee may meet at stated times or
on notice to all by any of their number. During the intervals between the
meetings of the Board of Directors, the Executive Committee shall possess and
may exercise, to the extent provided in the resolution of the Board of Directors
appointing such committee, all the powers of the Board of Directors, except as
otherwise provided in the Business Corporation Law, in the management and
direction of the business and affairs of the Corporation in such manner as the
Executive Committee shall deem for the best interest of the Corporation. The
Executive Committee shall keep regular minutes of its proceedings and report the
same to the Board of Directors when required, but no approval by the Board of
Directors of the actions taken by the Executive Committee shall be required.
A majority of the whole Board of Directors may also designate directors to
constitute one or more other committees, which shall in each case consist of
such number of directors and shall have such duties and may exercise such powers
as the Board of Directors may determine.
A majority of the whole Board may designate one or more directors as
alternate members of any such committee, including the Executive Committee, who
may replace any absent member or members at any meeting of such committee.
Each committee, including the Executive Committee and each member thereof,
shall serve at the pleasure of the Board.
SECTION 12 Removal. Any director may be removed with cause by the
affirmative vote of at least two-thirds of the whole Board of Directors or with
or without cause by vote of the stockholders at a regular or special meeting,
subject to the provisions of the Business Corporation Law.
SECTION 13. Compensation. The directors and the members of any committee of
the Corporation provided for by resolution of the Board of Directors shall be
entitled to be reimbursed for any expenses, including all travel expenses,
incurred by them on account of their attendance at any regular or special
meeting of the Board of Directors or of such committee, and the Board of
Directors may at any time or from time to time by resolution provide that the
Corporation shall pay each such director or member of such committee such
compensation for his services as may be specified in such resolution. Nothing in
this Section shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
SECTION 14. Indemnification.
(a) Right to indemnification. The Corporation shall indemnify any person
made, or threatened to be made, a party to an action or proceeding, whether
civil or criminal, by reason of the fact that he, or a person of whom he is the
legal representative, is or was a director or officer of the Corporation, or,
while serving as director or officer of the Corporation, is or was serving in
any capacity, at the request of the Corporation, any other corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise,
against judgments, fines, amounts paid in settlement and reasonable expenses,
including attorney's fees, incurred by such person as a result of such action or
proceeding, or any appeal therein, unless a judgment or other final adjudication
adverse to such person establishes that his acts, or the acts of the person of
whom he is the legal representative, were committed in bad faith or were the
result of active and deliberate dishonesty and were material to the cause of
action so adjudicated, or that he, or the person of whom he is the legal
representative, personally gained in fact a financial profit or other advantage
to which he, or the other person of whom he is the legal representative, was not
legally entitled. The Corporation shall advance to such person funds to pay for
such expenses, including attorney's fees, incurred by such person in defending
against any such action or proceeding, or any appeal therein, upon receipt of an
undertaking by or on behalf of such person to repay such funds to the
Corporation if a judgment or other final adjudication adverse to such person
establishes that his acts, or the acts of the person of whom he is the legal
representative, were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action so adjudicated,
or that he, or the person of whom he is the legal representative, personally
gained in fact a financial profit or other advantage to which he, or such
person, was not legally entitled.
(b) Right of claimant to sue. If a claim under paragraph (a) is not paid in
full by the Corporation within thirty days after a written claim has been
received by the Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expenses of the prosecuting such claim. It shall be a defense to any such
action (other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Corporation) that the
claimant, or the person of whom he is the legal representative, has not met the
standard of conduct established in paragraph (a), but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper because the claimant or
such person has met the said standard of conduct, nor an actual determination by
the Corporation (including its Board of Directors, independent legal counsel, or
its stockholders) that the claimant or such person has not met such applicable
standard of conduct, shall be a defense to action or create a presumption that
the claimant or such person has not met such standard of conduct.
(c) Non-exclusivity of rights. Subject to the limitations contained in
paragraph (a), the right to indemnification and the payment of expenses
conferred in this Section shall not be deemed exclusive of any other right to
which any person seeking indemnification or advancement or payment of expenses
may be entitled, whether under any statute, provision of the Certification of
Incorporation, by-law, agreement, vote of stockholders or disinterested
directors or otherwise.
ARTICLE III
Officers
SECTION 1. Number. The principal officers of the Corporation shall include
a President, an Executive Vice-President, one or more other Vice-Presidents, a
Treasurer, a Controller and a Secretary. Any two or more offices may be held by
the same person, except the offices of President and Secretary.
SECTION 2. Election, Term of Office and Qualifications. The principal
officers of the Corporation shall be chosen annually by the Board of Directors.
Each principal officer shall hold office until his successor shall have been
duly chosen and shall qualify, or until his death or until he shall resign, or
shall have been removed in the manner hereinafter provided.
SECTION 3. Additional Officers. In addition to the principal officers
mentioned in Section 1 of this Article III, the Board of Directors may appoint
such other officers as the Board may determine, each of which officers shall
hold office for such period, have such authority and perform such duties as are
provided in these By-laws or as the Board of Directors may from time to time
determine.
SECTION 4. Removal. Any officer of the Corporation elected or appointed by
the Board of Directors may be removed by the Board of Directors with or without
cause at any time.
SECTION 5. Resignations. Any officer of the Corporation may resign at any
time by giving written notice of his resignation to the Board of Directors or to
the President or Secretary of the Corporation. Any such resignation shall take
effect at the time specified therein, or, if the time when it shall become
effective shall not be specified therein, then it shall take effect immediately
upon its receipt by such Board of Directors, President or Secretary; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
SECTION 6. Vacancies. A vacancy in any office due to death, resignation,
removal, disqualification or any other cause shall be filled for the unexpired
portion of the term in the manner prescribed in these By-laws for regular
appointments or elections to such office.
SECTION 7. The President. The President shall be the chief executive
officer of the Corporation and shall have general supervision of the business of
the Corporation and over its several officers, subject, however, to the control
of the Board of Directors. He shall in the absence of the Chairman of the Board
preside at all meetings of the stockholders and at all meetings of the Board of
Directors. He shall see that all orders and resolutions of the Board of
Directors are carried into effect. He may sign, execute and deliver in the name
of the Corporation all deeds, mortgages, bonds, contract or other instruments
authorized by the Board of Directors except where the signing, execution or
delivery thereof shall be expressly delegated by the Board of Directors or by
these By-laws to some other officer or agent of the Corporation or where any of
them shall be required by law to be otherwise signed, executed or delivered, and
he may affix the seal of the Corporation to any instrument which shall require
it. He shall perform all duties incident to the office of President and such
other duties as from time to time may be assigned to him by the Board of
Directors.
SECTION 8. The Executive Vice-President. The Executive Vice-President shall
have such powers and perform such duties as the Board of Directors may from time
to time prescribe and shall perform such other duties as may be prescribed by
these By-laws. At the request of the President or, in the case of his inability
to act, he shall have all the powers of, and be subject to all the restrictions
upon, the President.
SECTION 9. The Vice-Presidents. Each Vice-President shall have such powers
and perform such duties as the Board of Directors may from time to time
prescribe and shall perform such other duties as may be prescribed by these
By-laws. At the request of the President, or, in case of the inability of the
President and the Executive Vice-President to act, any of the Vice-Presidents
may perform the duties of the President, and when so acting shall have all the
powers of, and be subject to all the restrictions upon, the President.
SECTION 10. The Treasurer. The Treasurer shall have the care and custody of
the books of account and of all the funds and securities of the Corporation, and
deposit the funds in the name of the Corporation in such bank or trust company
as the directors may designate. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine. He
shall perform all the duties incidental to the office of Treasurer and such
other duties as from time to time may be assigned to him by the President or the
Board of Directors.
SECTION 11. The Controller. The Controller shall maintain adequate records
of all assets, liabilities and transactions of the Corporation, and have
adequate audits thereof currently and regularly made. In addition, he shall
perform such other duties relating to the finances of the Corporation or
otherwise, as may be prescribed by the Board of Directors, the President or the
Treasurer.
SECTION 12. The Secretary. The Secretary shall attend all meetings of the
Board of Directors and of the stockholders and record all votes and the minutes
of all proceedings in a book to be kept for that purpose and shall perform like
duties for the standing committees when required. He shall give, or cause to be
given, notice of all meeting of the stockholders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors or President, under whose supervision he shall be. He
shall keep or cause to be kept a stock-book, containing the names,
alphabetically arranged, of all persons who are stockholders of the Corporation,
showing their places of residence, the number of shares of stock owned by them
respectively, the times when they respectively became the owners thereof and the
amount paid thereon. He shall keep in safe custody the seal of the Corporation
and, when properly authorized, affix the same to any instrument requiring it
and, when so affixed, it shall be attested by his signature or by the signature
of the Treasurer or an Assistant Secretary.
SECTION 13. Salaries. The salaries of the officers of the Corporation shall
be fixed from time to time by the Board of Directors, and none of such officers
shall be prevented from receiving a salary by reason of the fact that he is also
a member of the Board.
ARTICLE IV
Contracts, Checks, Drafts, Bank Accounts, Etc.
SECTION 1. Execution of Contracts, etc. Except as otherwise required by law
or by these By-laws, the Board of Directors may authorize any officer or
officers, agent or agents, to execute and deliver any contract or other
instrument in the name of the Corporation and on its behalf.
SECTION 2. Checks, Drafts, etc. All checks, drafts and other orders for the
payment of money, bills of lading, warehouse receipts, obligations, bills of
exchange and insurance certificates shall be signed or endorsed, except
endorsements for collection for the account of the Corporation or for deposit to
its credit, by such officer or officers, agent or agents of the Corporation and
in such manner as shall from time to time be determined by resolution of the
Board of Directors.
SECTION 3. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation or
otherwise as the Board of Directors, or any officer of the Corporation to whom
power in that respect shall have been delegated by the Board of Directors, shall
direct in such banks, trust companies or other depositories as said Board may
select or as may be selected by any officer or officers or agent or agents of
the Corporation to whom power in that respect shall have been delegated by the
Board of Directors. For the purpose of deposit and for the purpose of collection
for the account of the Corporation, checks, drafts and other orders for the
payment of money which are payable to the order of the Corporation may be
endorsed, assigned and delivered by any officer or agent of the Corporation.
SECTION 4. General and Special Bank Accounts. The Board of Directors may
from time to time authorize the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositaries as the Board of
Directors may select, or as may be selected by any officer or officers, agent or
agents of the Corporation to whom power in that respect shall have been
delegated by the Board of Directors. The Board of Directors may make such
special rules and regulations with respect to such bank accounts, not
inconsistent with the provisions of these By-laws, as it may deem expedient.
ARTICLE V
Shares and Their Transfer
SECTION 1 Certificates for Stock. Every owner of shares of stock of the
Corporation shall be entitled to have a certificate therefor, in such form as
the Board of Directors shall prescribe, certifying the number and class of
shares thereof owned by him. The certificates representing such shares shall be
numbered in the order in which they shall be issued and shall be signed in the
name of the Corporation by the President, the Executive Vice-President or a
Vice-President, and by the Treasurer or the Secretary or an Assistant Treasurer
or Assistant Secretary of the Corporation and its seal shall be affixed thereto;
provided, however, that where such certificate is signed by a transfer agent or
registered by a registrar other than the Corporation itself or its employee, if
the Board of Directors shall by resolution so authorize, the signatures of such
President, Executive Vice-President, Vice-President, Treasurer, Secretary,
Assistant Treasurer or Assistant Secretary and the seal of the Corporation may
be facsimile. In case any officer or officers of the Corporation who shall have
signed, or whose facsimile signature or signatures has been placed upon a
certificate or certificates shall cease to be such officer or officers, whether
by reason of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the Corporation, such certificate or
certificates may nevertheless be adopted by the Corporation and be issued and
delivered as if the person or persons who signed such certificate or
certificates had not ceased to be such officer or officers. A record shall be
kept of the respective names of the persons, firms or corporations owning the
shares represented by certificates for stock of the Corporation, the number of
shares represented by such certificates, respectively, and the respective dates
thereof, and in case of cancellation, the respective dates of cancellation.
Every certificate surrendered to the Corporation for exchange or transfer shall
be canceled and a new certificate or certificates shall not be issued in
exchange for any existing certificate, until such existing certificate shall
have been so canceled except in cases provided for in Section 4 of this Article
V.
SECTION 2. Transfers of Stock. Transfers of shares of the stock of the
Corporation shall be made on the books of the Corporation only by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary of the Corporation or with a transfer
clerk or transfer agent appointed as in Section 3 of this Article V provided,
and on surrender of the certificate or certificates for such shares properly
endorsed and the payment of all taxes thereon. The person in whose name shares
of stock stand on the books of the Corporation shall be deemed the owner thereof
for all purposes as regards the Corporation.
SECTION 3. Regulations. The Board of Directors may make such rules and
regulations, as it may be deem expedient, not inconsistent with these By-laws,
concerning the issue, transfer and registration of certificates for shares of
the stock of the Corporation. It may appoint, or authorize any principal officer
or officers to appoint, one or more Transfer Clerks or one or more Transfer
Agents or one or more Registrars, and may require all certificates of stock to
bear the signature or signatures of any of them.
SECTION 4. Lost, Destroyed and Mutilated Certificates. The holder of any
share of stock of the Corporation shall immediately notify the Corporation of
any loss, destruction or mutilation of the certificate therefor, and the
Corporation may issue a new certificate of stock in the place of any certificate
theretofore issued by it, alleged to have been lost or destroyed, and the Board
of Directors may, in its discretion, require the owner of the lost or destroyed
certificate or his legal representatives to give the Corporation a bond in such
sum, limited or unlimited, and in such form and with such surety or sureties, as
the Board shall in its uncontrolled discretion determine, to indemnify the
Corporation against any claim that may be made against it on account of the
alleged loss or destruction of any such certificate, or the issuance of such new
certificate. The Board of Directors, however, may in its discretion refuse to
issue any such new certificate, except pursuant to legal proceedings under the
laws of the State of New York in such case made and provided.
ARTICLE VI
Seal
The seal of the Corporation shall be in the form of a circle, and shall
bear the full name of the Corporation and the year of its incorporation.
ARTICLE VII
Fiscal Year
The fiscal year of the Corporation shall end with the thirty-first day of
December in each year.
ARTICLE VIII
Amendments
The Board of Directors shall have the power to amend, repeal or adopt the
By-laws of the Corporation, and the By-laws may be amended, repealed or adopted
by the stockholders entitled at the time to vote in the election of directors.