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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.
20549
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FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 4, 1997
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TEXAS INSTRUMENTS INCORPORATED
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(Exact name of Registrant as specified in its charter)
Delaware 1-3761
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(State of Incorporation) (Commission File No.)
75-0289970
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(I.R.S. Employer Identification No.)
13500 North Central Expressway
P. O. Box 655474, Dallas, Texas 75265-5474
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 972-995-3773
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ITEM 5. Other Events.
On December 4, 1997, the Registrant's by-laws were amended to, among
other things, require a stockholder to give the Registrant earlier advance
notice of (a) any person the stockholder intends to nominate as a director,
and (b) any business proposal the stockholder intends to submit at an annual
meeting. The date by which the Registrant must receive such notice for its
1998 annual meeting is February 6, 1998.
ITEM 7. Exhibits
Designation of
Exhibit in
this Report Description of Exhibit
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3 By-Laws of the Registrant
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TEXAS INSTRUMENTS INCORPORATED
By /s/ O. WAYNE COON
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O. Wayne Coon
Chief Corporate Counsel and
Assistant Secretary
Date: January 9, 1998
TEXAS INSTRUMENTS INCORPORATED
BY-LAWS
(As Amended Through December 4, 1997)
Index*
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Page
ARTICLE I - Offices
Section 1. Registered Office 1
2. Other Offices 1
ARTICLE II - Meetings of Stockholders
Section 1. Annual Meetings 1
2. Special Meetings 2
3. Place of Meeting 2
4. Notice of Meetings 2
5. Quorum 3
6. Voting 3
7. List of Stockholders 4
8. Inspectors 5
9. Nomination of Directors; Notice of
Stockholder Nominees 5
10. Business at Annual Meeting; Notice
of Stockholder Business 7
ARTICLE III - Board of Directors
Section 1. General Powers 8
2. Number, Term of Office, and
Qualifications 8
3. Election of Directors 8
4. Organization and Order of Business 9
5. Resignations 9
6. Vacancies and Increases 9
7. Emergency By-Laws and Other
Powers in Emergency 9
8. Place of Meeting 11
9. Annual Meetings 11
10. Regular Meetings 11
11. Special Meetings; Notice 12
12. Quorum and Manner of Acting 12
13. Compensation 13
*This Index is not part of the official text of the By-Laws.
Page
ARTICLE IV - Committees of Directors
Section 1. Appointment of Committees 14
2. Procedure 14
3. Minutes of Committee Proceedings 15
ARTICLE V - Officers
Section 1. Principal Officers 15
2. Election and Term of Office 15
3. Additional Officers and Agents 16
4. Removal 16
5. Resignations 16
6. Vacancies 17
7. Chairman of the Board of Directors 17
8. President 17
9. Inability of Chairman of the Board
and President to Act 18
10. Executive Vice Presidents,
Group Vice Presidents,
Senior Vice Presidents, and
Vice Presidents 18
11. The Secretary 18
12. The Assistant Secretary 19
13. The Treasurer 19
14. The Assistant Treasurer 20
15. Salaries 21
ARTICLE VI - Limitation of Liability and Indemnification
of Directors, Officers and Certain
Representatives of the Corporation
Section 1. Limitation of Liability 21
2. Indemnification of Directors,
Officers, and Employees 21
ARTICLE VII - Contracts, Checks, Drafts, Bank Accounts,
Books and Records, etc.
Section 1. Execution of Contracts 23
2. Loans 23
3. Checks, Drafts, etc. 23
4. Deposits 24
5. General and Special Bank Accounts 24
6. Proxies in Respect of Stock or Other
Securities of Other Corporations 24
Page
ARTICLE VIII - Books and Records 25
ARTICLE IX - Shares and Their Transfer; Examination
of Books
Section 1. Certificates for Stock 25
2. Transfers of Stock 26
3. Regulations 27
4. Lost, Destroyed, Stolen, and
Mutilated Certificates 27
5. Fixing Record Date 28
ARTICLE X - Seal 28
ARTICLE XI - Fiscal Year 29
ARTICLE XII - Notices and Waivers Thereof 29
ARTICLE XIII - Annual Financial Statement 30
ARTICLE XIV - Amendments 30
B Y - L A W S
of
TEXAS INSTRUMENTS INCORPORATED
ARTICLE I
Offices
Section 1. Registered Office. The registered office of the
Corporation in the State of Delaware shall be at 100 West Tenth Street, in the
City of Wilmington, County of New Castle, and the name of the registered agent
in charge thereof is The Corporation Trust Company.
Section 2. Other Offices. The Corporation may also have a general
office in the City of Dallas, State of Texas, and may also have such other
office or offices, either within or without the State of Delaware, as the Board
of Directors may from time to time appoint or as the business of the
Corporation may require.
ARTICLE II
Meetings of Stockholders
Section 1. Annual Meetings. An annual meeting of the stockholders
of the Corporation shall be held on the third Thursday in April in each year or
on such other date as may be fixed from time to time by the Board of Directors,
at such hour as may be specified in the notice thereof, for the purpose of
electing directors and for the transaction of such other business as may
properly be brought before such meeting. If any annual meeting shall not be
held on the day designated or as provided herein, the Board of Directors shall
cause the meeting of the stockholders to be held as soon thereafter as
convenient for the election of such directors. A failure to hold the annual
meeting of the stockholders at the designated time or to elect a sufficient
number of directors to conduct the business of the Corporation shall not affect
otherwise valid corporate acts and shall not work any forfeiture or dissolution
of the Corporation.
Section 2. Special Meetings. Special meetings of the stockholders,
for any purpose or purposes, may be called at any time by the Chairman of the
Board, President or the Board of Directors, and shall be called by the Chairman
of the Board, President or the Secretary at the request in writing of a
majority of the Board of Directors, except as otherwise provided by law or in
the Certificate of Incorporation or any amendment thereto.
Section 3. Place of Meeting. All meetings of the stockholders for
the election of directors shall be held in the City of Dallas, State of Texas,
at such place within such City as may be fixed from time to time by the Board
of Directors, or at such other place either within or without the State of
Delaware as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting. All other meetings of the stockholders
shall be held at such places, within or without the State of Delaware, as may
from time to time be fixed by the Board of Directors or as shall be specified
or fixed in the respective notices or waivers of notice thereof.
Section 4. Notice of Meetings. Except as otherwise expressly
required by law or by these By-Laws, notice of each meeting of the
stockholders, whether annual or special, shall be given not less than ten (10)
nor more than sixty (60) days before the date of the meeting, to each
stockholder of record of the Corporation entitled to vote at such meeting by
delivering a written or printed notice thereof to him personally or by
depositing such notice in the United States mail postage prepaid, directed to
the stockholder at his address as it appears upon the records of the
Corporation. Every such notice shall state the place, date and hour of the
meeting and, if the meeting be special, briefly, the purpose of purposes
thereof. Except when expressly required by law, no publication of any notice
of a meeting of the stockholders shall be required; and except when expressly
required by law, no notice of any adjourned meeting of the stockholders of the
Corporation need be given.
Section 5. Quorum. At all meetings of the stockholders (except
where otherwise provided by law, by the Certificate of Incorporation or by
these By-Laws) stockholders holding of record a majority of the shares of stock
of the Corporation issued and outstanding and entitled to vote thereat, present
in person or by proxy, shall constitute a quorum for the transaction of
business. Except as otherwise expressly provided by law, in the absence of a
quorum at any such meeting or any adjournment or adjournments thereof, a
majority in voting interest of those present in person or by proxy and voting
thereon may adjourn such meeting from time to time, until a quorum shall be
present, without notice other than announcement at the meeting, except that if
the adjournment is for more than thirty (30) 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 entitled to vote at the meeting. At
any adjourned meeting at which a quorum may be present any business may be
transacted which might have been transacted at the meeting as originally
called. The absence from any meeting of stockholders holding the number of
shares of stock of the Corporation having voting powers required by the laws of
the State of Delaware or by the Certificate of Incorporation or by these By-
Laws for action upon any given matter shall not prevent action at such meeting
upon any other matter or matters which may properly come before the meeting, if
there shall be present thereat in person or by proxy stockholders entitled to
vote thereat holding the number of shares of stock of the Corporation having
voting power required in respect of such other matter or matters.
Section 6. Voting. Except as otherwise expressly provided by law
or by the Certificate of Incorporation or by these By-Laws, each stockholder of
the Corporation shall, at each meeting of the stockholders, be entitled to one
vote in person or by proxy for each share of the stock of the Corporation
having voting powers held by him and registered in his name on the books of the
Corporation on the date fixed pursuant to the provisions of Section 5 of
Article IX of these By-Laws as the record date for the determination of
stockholders who shall be entitled to notice of and to vote at such meeting.
Shares of its own stock belonging to the Corporation, or to another corporation
if a majority of the shares entitled to vote in the election of directors of
such other corporation is held by the Corporation, shall not be voted nor
counted for quorum purposes. At all meetings of the stockholders all matters
except those the manner of deciding upon which shall otherwise be expressly
regulated by law or by the Certificate of Incorporation or by these By-Laws,
shall be decided by the vote of a majority in voting interest of the
stockholders present in person or by proxy and entitled to vote thereat, a
quorum being present. The vote for directors, and upon the demand of any
stockholder, the vote upon any question before the meeting shall be by written
ballot.
Section 7. List of Stockholders. It shall be the duty of the
Secretary or other officer of the Corporation who shall have charge of its
stock ledger, either directly or through a transfer agent or transfer clerk
appointed by the Board of Directors, to prepare and make, at least ten (10)
days before every meeting of the stockholders a complete alphabetically
arranged list of the stockholders 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 (10)
days prior to the meeting, either at a place within the city where the meeting
is to be held, which place shall be specified in the notice of the meeting, or,
if not so specified, at the place where the meeting is to be held. The 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.
The stock ledger shall be the only evidence as to who are the stockholders
entitled to examine the stock ledger, the list required by this section or the
books of the Corporation, or to vote in person or by proxy at any meeting of
stockholders.
Section 8. Inspectors. Prior to each meeting of the stockholders,
two Inspectors shall be appointed by the Board of Directors, or, if no such
appointment shall have been made, such Inspectors shall be appointed by the
Chairman of the meeting, to act thereat. Each Inspector so appointed shall
first subscribe an oath or affirmation faithfully to execute the duties of an
inspector at such meeting with strict impartiality and according to the best of
his ability.
Such Inspectors shall take charge of the ballots at such meeting
and after the balloting thereat on any question shall count the ballots cast
thereon and shall make a report in writing to the secretary of such meeting of
the results thereof. The Inspectors need not be stockholders of the
Corporation, and any officer of the Corporation may be an Inspector on any
question other than a vote for or against his election to any position with the
Corporation or on any other question in which he may be directly interested
other than as a stockholder.
Section 9. Nomination of Directors; Notice of Stockholder
Nominees. Except as provided in Section 6 of Article III of these By-Laws,
only persons who are nominated in accordance with the following procedures
shall be eligible for election as directors. Nominations of persons for
election to the Board of Directors of the Company may be made at an annual
meeting of stockholders (a) by or at the direction of the Board of Directors or
(b) by any stockholder of the Company entitled to vote for the election of
directors at the meeting who complies with the notice procedures set forth in
this Section 9 of Article II. Such nominations, other than those made by or
at the direction of the Board of Directors, shall be made pursuant to timely
notice in writing to the Secretary of the Company. To be timely, a
stockholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Company not less than 70 days prior to the
first anniversary of the preceding year's annual meeting; provided, however,
that in the event that the date of the annual meeting is advanced by more than
twenty days, or delayed by more than seventy days, from such anniversary date,
notice by the stockholder to be timely must be so delivered not later than the
close of business on the later of the seventieth day prior to such annual
meeting or the tenth day following the day on which public announcement of the
date of such meeting is first made. Such stockholder's notice to the Secretary
shall set forth (a) as to each person whom the stockholder proposes to nominate
for election or re-election as a director, (i) the name, age, business address
and residence address of the person, (ii) the principal occupation or
employment of the person, (iii) the class and number of shares of stock of the
Company which are beneficially owned by the person, (iv) the person's written
consent to serve as a director if elected, and (v) any other information
relating to the person that would be required to be disclosed in solicitations
for proxies for election of directors pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended; and (b) as to the stockholder
giving the notice, (i) the name and address of the stockholder and the
beneficial owner, if any, on whose behalf the nomination is made, (ii) the
class and number of shares of stock of the Company which are beneficially owned
by the stockholder and such beneficial owner, and (iii) whether the proponent
intends or is part of a group which intends to solicit proxies from other
stockholders in support of such nomination. The Company may require any
proposed nominee to furnish such other information as may reasonably be
required by the Company to determine the eligibility of such proposed nominee
to serve as a director of the Company.
The Chairman of the annual meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the provisions of this Section 9 of Article II, and the
defective nomination shall be disregarded.
Section 10. Business at Annual Meeting; Notice of Stockholder
Business. To be properly brought before an annual meeting of stockholders,
business must be either (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, or
(b) otherwise properly brought before the meeting by or at the direction of the
Board of Directors or by a stockholder. In addition to any other applicable
requirements, for business to be properly brought before the meeting by a
stockholder, the stockholder must have given timely notice thereof in writing
to the Secretary of the Company. 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 70 days prior to the first anniversary of the preceding
year's annual meeting; provided, however, that in the event that the date of
the annual meeting is advanced by more than twenty days, or delayed by more
than seventy days, from such anniversary date, notice by the stockholder to be
timely must be so delivered not later than the close of business on the later
of the seventieth day prior to such annual meeting or the tenth day following
the day on which public announcement of the date of such meeting is first made.
A stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the meeting (i) a brief description of the
business desired to be brought before the meeting and the reason for conducting
such business at the meeting, (ii) the name and address of the stockholder and
the beneficial owner, if any, proposing such business, (iii) the class and
number of shares of stock of the Company which are beneficially owned by the
stockholder and such beneficial owner, (iv) any material interest in such
business of the stockholder and the beneficial owner, if any, on whose behalf
the proposal is made, and (v) whether the proponent intends or is part of a
group which intends to solicit proxies from other stockholders in support of
such proposal.
Notwithstanding anything in these By-Laws to the contrary, no
business shall be conducted at any annual meeting except in accordance with the
procedures set forth in this Section 10 of Article II; provided, however, that
nothing in this Section 10 of Article II shall be deemed to preclude discussion
by any stockholder of any business properly brought before the meeting.
The Chairman of the annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 10 of
Article II, and any such business shall not be transacted.
ARTICLE III
Board of Directors
Section 1. General Powers. The property, business and affairs of
the Corporation shall be managed under the direction of the Board of Directors,
who may exercise all such powers of the Corporation and do all such lawful acts
and things as are not by law, by the Certificate of Incorporation or by these
By-Laws directed or required to be exercised or done by the stockholders.
Section 2. Number, Term of Office and Qualifications. The number
of directors which shall constitute the whole Board shall be fifteen (15) until
changed by further resolution of the Board of Directors of the Company.
Directors need not be stockholders.
Except as provided by Section 6 of Article III of these By-Laws,
the directors shall be elected annually, and each director shall continue in
office until his successor shall have been elected and shall qualify or until
his death or other termination of his services. No person shall be eligible
for election or re-election as a director of the Corporation after attaining
age seventy.
Section 3. Election of Directors. Except as provided in Section 6
of Article III of these By-Laws, the directors shall be elected by plurality
vote of the stockholders present in person or by proxy and entitled to vote at
the annual meeting of the stockholders, a quorum being present.
Section 4. Organization and Order of Business. At all meetings of
the Board of Directors, the Chairman of the Board of Directors shall preside.
In his absence, the President, or, in the absence of both of these officers, a
member of the Board of Directors chosen by a majority of the directors present
thereat, shall act as Chairman of such meeting and preside thereat. The
Secretary, or, in his absence, an Assistant Secretary, or, in the absence of
all of them, any person appointed by the Chairman of the meeting, shall act as
secretary of such meeting.
Section 5. Resignations. Any director of the Corporation may
resign at any time by giving notice of his resignation to the Chairman of the
Board, the President or the 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, immediately upon its receipt
by such Chairman of the Board, President or Secretary; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
Section 6. Vacancies and Increases. Vacancies and newly created
directorships resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office although less than
a quorum, or by a sole remaining director. Any vacancy not filled in such
manner may be filled by the stockholders at any special meeting of the
stockholders called for that purpose.
Section 7. Emergency By-Laws and Other Powers in Emergency.
During any emergency resulting from an attack on the United States, or during
any nuclear or atomic disaster, or during the existence of any catastrophe, or
other similar emergency conditions, as a result of which a quorum of the Board
of Directors or a standing committee thereof cannot readily be convened for
action, the following provisions shall be applicable:
(a) Emergency Management Committee. If a quorum of one or more
committees created pursuant to Article IV of these By-Laws
cannot readily be convened for action within their respective
jurisdictions and a quorum of the Board of Directors cannot
readily be convened to act, then all the powers and duties
vested in the committee or committees or the Board of
Directors so lacking a quorum shall vest, automatically, in
the Emergency Management Committee, which shall consist of all
readily available members of the Board of Directors. Two
members shall constitute a quorum unless there is only one, in
which case one shall constitute a quorum. Other provisions of
these By-Laws notwithstanding, the Emergency Management
Committee (1) shall call a meeting of the Board of Directors
as soon as circumstances permit for the purpose of filling
vacancies on the Board of Directors and its Committees and to
take such other action as may be appropriate and (2) if the
Emergency Management Committee determines that less than a
majority of the members of the Board of Directors are
available for service, shall issue a call for a special
meeting of stockholders to be held at the earliest date
practicable for the election of directors.
(b) If there are no remaining directors, the officers (not
exceeding the number of directors then authorized) who have at that time the
longest period of employment continuous to such date uninterrupted by leave of
absence in the office or offices (in the following order) of (1) Executive Vice
President, (2) Group Vice President, (3) Senior Vice President, (4) Vice
President, and (5) Assistant Vice President, shall be deemed directors for any
meeting of the Board of Directors until the termination of the emergency, or
until a meeting of the stockholders can conveniently and safely be convened,
whichever shall first occur. If two or more persons shall have been elected to
the same office on the same day the person or persons to be deemed a director
or directors shall be the person or persons with the longest continuous period
of service uninterrupted by leave of absence with the Corporation.
(c) The Board of Directors, either before or during any such
emergency, may provide, and from time to time modify, lines of succession in
the event that during such emergency any or all officers or agents of the
Corporation shall for any reason be rendered incapable of discharging their
duties.
Section 8. Place of Meeting. The Board of Directors may hold its
meetings at such place or places within or without the State of Delaware as the
Board of Directors may from time to time by resolution determine, or as shall
be specified or fixed in these By-Laws, or in the respective notices or waivers
of notice thereof.
Section 9. Annual Meetings. After each annual election of
directors the Board of Directors shall meet for the purpose of organization,
the election of officers of the Corporation and the transaction of other
business, as soon thereafter as practicable, at the place where the meeting of
stockholders for the election of directors was held. Notice of such meeting or
of any adjournment thereof 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 of Directors or in a waiver of
notice thereof in accordance with these By-Laws.
Section 10. Regular Meetings. Regular meetings of the Board of
Directors shall be held at such times as the Board of Directors shall, from
time to time, by resolution, determine. If no other place be fixed by
resolution for such regular meetings they shall be held at the general office
of the Corporation in the City of Dallas, State of Texas. Except as otherwise
provided by law or by these By-Laws, notices of regular meetings need not be
given. The time and place of any regular meeting may be changed on three days'
notice to each director, as in the manner provided for notice of special
meetings of the Board of Directors, from the Chairman of the Board of
Directors, the President, or the Secretary or an Assistant Secretary.
Section 11. Special Meetings; Notice. Special meetings of the
Board of Directors, for any purpose or purposes, shall be held whenever called
by the Chairman of the Board or the President. A special meeting shall be
called by the Chairman of the Board, President or Secretary upon the written
request of four directors, or such lesser number constituting one-half of the
total number of directors at the time in office. A notice shall be given as
hereinafter in this Section provided of each such special meeting, in which
shall be stated the time and place of such meeting, but except as otherwise
expressly provided by law or by these By-Laws, the purposes thereof need not be
stated in such notice. Except as otherwise provided by law, notice of each
such meeting shall be mailed to each director, addressed to him at his
residence or usual place of business, at least three days before the day on
which such meeting is to be held, or shall be sent addressed to him at such
place by telegraph, cable or wireless or be delivered personally or by
telephone not later than the day 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 at any time, whether before or after the meeting, in
writing or by telegraph, cable or wireless, or if he shall be present at such
meeting; and any special meeting of the Board shall be a legal meeting without
any notice thereof having been given if all the directors of the Corporation
then in office shall be present thereat.
Section 12. Quorum and Manner of Acting. At all meetings of the
Board of Directors, one-third of the total number of directors shall constitute
a quorum for the transaction of business; and, except as otherwise specified in
Section 1 of Article IV, Section 4 of Article V, and Article XIV of these By-
Laws, and except as may otherwise be expressly provided by law or by the
Certificate of Incorporation, the act of a majority of the directors present
shall be the act of the Board of Directors. Members of the Board of Directors
may participate in any meeting of such Board by means of conference telephone
or similar communications equipment by means of which all persons participating
in the meeting can hear each other, and such participation in the meeting shall
constitute presence in person at such meeting. In the absence of a quorum at
any meeting, it may be adjourned, from time to time, until a quorum shall be
present thereat. Notice of any adjourned meeting need not be given. The
directors shall act only as a Board and the individual directors shall have no
power as such.
Section 13. Compensation. The Board of Directors may at any time
and from time to time by resolution provide that a specified sum shall be paid
to any director of the Corporation or to any director member of any Committee
who shall not otherwise be in the employ of the Corporation or of any
subsidiary of the Corporation, either as his annual compensation as such
director, member of such committee or as compensation for his attendance at any
annual, regular, or special meeting of the Board or of such committee or other
activities as a director; and the Board of Directors 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 or his engaging in other activities as a director. Unless otherwise
expressly provided by resolution adopted by the Board of Directors, none of the
directors and none of the members of any committee of directors of the
Corporation contemplated by these By-Laws or otherwise provided for by
resolution of the Board of Directors shall, as such, receive any stated
compensation for his services. Nothing in this Section shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.
ARTICLE IV
Committees of Directors
Section 1. Appointment of Committees. The Board of Directors
may, by resolution passed by a majority of the whole Board, designate one or
more "Board Committees", each Committee to consist of one or more of the
directors of the Corporation which, to the extent provided in the resolution or
in the By-Laws of the Corporation, shall have and may exercise, as authorized
by the Board, the powers of the Board of Directors in the management of the
business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it. The Board of
Directors may designate one or more directors as an alternative member of any
committee, who may replace any absent or disqualified member at any meeting of
the Committee. Such Board Committee or Committees shall serve during the
pleasure of the Board of Directors, and shall have such name or names as may be
stated in the By-Laws of the Corporation or as may be determined from time to
time by resolution adopted by the Board of Directors.
In addition, the Board of Directors may, by resolution passed by a
majority of the whole Board of Directors, designate one or more "Board
Appointed Committees" consisting of one or more of the directors of the
Corporation and such other members as it may designate to have such powers and
duties as the Board of Directors may determine. No additional compensation
shall be paid to such other members who are company executives in connection
with their attendance at meetings of Board Appointed Committees. The term and
names of such Board Appointed Committees shall be determined from time to time
by resolution adopted by the Board of Directors.
Section 2. Procedure. A majority of all the members of any
committee appointed pursuant to this Article IV may fix its rules of procedure,
determine its action, and fix the time and place, within or without the State
of Delaware, of its meetings, and specify what notice thereof, if any, shall be
given, unless the Board of Directors shall otherwise by resolution provide.
Unless the Board of Directors shall otherwise by resolution provide, the
members of any committee appointed pursuant to this Article IV may participate
in any meeting of such committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in the meeting shall
constitute presence in person at such meeting. The Board of Directors shall
have power at any time to change the members of any such committee, to fill
vacancies therein, and to discharge any such committee, either with or without
cause.
Section 3. Minutes of Committee Proceedings. The Board
Committees shall keep regular minutes of their proceedings and report the same
to the Board of Directors when required.
ARTICLE V
Officers
Section 1. Principal Officers. The principal officers of the
Corporation shall be a Chairman of the Board of Directors and a President, who
may be the same person, and there may be one or more Vice Chairmen of the Board
of Directors (if any), one or more Executive Vice Presidents, one or more Group
Vice Presidents, one or more Senior Vice Presidents, one or more Vice
Presidents, a Secretary, and a Treasurer, all of whom shall be subject to
the control of the Board of Directors. The Board of Directors may designate a
Chief Executive Officer and a Chief Operating Officer.
Section 2. Election and Term of Office. The principal officers of
the Corporation shall be elected annually by the Board of Directors at the
first meeting thereof held after the annual meeting of stockholders for the
election of officers. Each principal officer shall hold office until his
successor shall have been duly chosen and shall have qualified or until his
death or until he shall resign or shall have been removed in the manner
hereinafter provided.
Section 3. Additional Officers and Agents. In addition to the
principal officers designated in Section 1 of Article V of these By-Laws, the
Board of Directors may from time to time appoint such other officers and agents
as the Board may deem necessary or advisable, including one or more Assistant
Vice Presidents, one or more Assistant Secretaries, one or more Assistant
Treasurers, a Controller and an Assistant Controller, each of which officers
and agents shall be subject to the control of the Board of Directors and 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 or the President may
from time to time determine. The Board of Directors may also delegate to any
principal officer or committee established by the Board of Directors the power
to appoint any such additional officers and agents. The fidelity of any of
such additional officers and agents may be secured by bond or otherwise as the
Board of Directors may determine.
Section 4. Removal. Except where otherwise expressly provided in
a contract duly authorized by the Board of Directors, all officers and agents
of the Corporation, elected or appointed by the Board of Directors, may be
removed, either with or without cause, at any time, by resolution adopted by a
majority of the whole Board of Directors at any regular meeting, or at any
special meeting called for the purpose, if notice of the regular or special
meeting gave notice of the proposed removal. Also, except where otherwise
expressly provided in a contract duly authorized by the Board of Directors, all
other officers shall hold their office, agency or employment at the discretion
of, and may be removed or discharged, with or without cause, by the Board of
Directors, by the committee or officer that appointed them or by any superior
officer upon whom such power of removal may be conferred by the Board of
Directors.
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 Chairman of the Board or to the President or to the
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, immediately upon its receipt by the Board of
Directors or such Chairman of the Board or 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 may 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. Chairman of the Board of Directors. The Chairman of the
Board of Directors shall be under the direction of the Board of Directors and
shall have the primary responsibility for the effective operation of the Board.
The Chairman shall preside at all meetings of the Board of Directors and of the
stockholders. In any prolonged absence or incapacity of the President, he
shall perform all the duties and functions and exercise all the powers of the
President.
Section 8. President. Unless otherwise determined by the Board of
Directors, the President shall be the Chief Executive Officer of the
Corporation under the supervision and direction of the Board and shall have the
primary responsibility for carrying out the policies of the Board. When the
President is absent temporarily in the ordinary course of business, he is
authorized to designate another senior officer to act in his behalf during his
absence. In the absence of the Chairman of the Board, he shall preside at all
meetings of the stockholders and 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, contracts or other instruments authorized by the Board of
Directors, and checks, notes and orders for the payment of money, except in
cases 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
otherwise to be signed, executed or delivered.
Section 9. Inability of Chairman of the Board and President to
Act. If the President and the Chairman of the Board are unable to act, the
Board shall determine by resolution who shall perform the duties of the
President and Chairman of the Board.
Section 10. Executive Vice Presidents, Group Vice Presidents,
Senior Vice Presidents and Vice Presidents. Each Executive Vice President,
Group Vice President, Senior Vice President and Vice President shall have such
powers and perform such duties as the Board of Directors, the Chairman of the
Board or the President may from time to time prescribe and shall perform such
other duties as may be prescribed by these By-Laws.
Section 11. The Secretary. The Secretary shall attend and keep
the minutes of meetings of the stockholders, of the Board of Directors and
(unless the Board designates a secretary or secretaries for a committee or
committees) of all committees, in one or more books provided for that purpose;
give notice of all meetings in accordance with these By-Laws and as required by
law; have charge of the seal of the Corporation; he may sign with the Chairman
of the Board, President, Executive Vice President, Group Vice President, Senior
Vice President, Vice President, or Assistant Vice President, in the name of the
Corporation, all contracts and instruments of conveyance authorized by the
Board of Directors, or by any committee thereunto duly authorized, and, when
so ordered or authorized he shall affix the seal of the Corporation thereto; he
shall have charge of the certificate books, transfer books and stock ledgers,
and such other books and papers as the Board of Directors may direct, all of
which shall, at all reasonable times, be open to the examination of any
Director, upon application at the office of the Corporation during business
hours; prepare and submit to the Board of Directors or the President such
reports and data as may be requested of him; and 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 of Directors or the President. The
Board of Directors may from time to time delegate to another officer or person
any of the duties usually performed by the Secretary to the extent permitted by
law.
Section 12. The Assistant Secretary. At the request of the
Secretary or in the event of his absence or inability to act, the Assistant
Secretary or, if there be more than one, any of the Assistant Secretaries,
shall (unless the Board directs otherwise) perform the duties of the
Secretary, and, when so acting, shall have all the powers of, and be subject to
all the restrictions upon, the Secretary. Each Assistant Secretary shall
perform such other duties as from time to time may be assigned to him by the
President, the Secretary, or the Board of Directors.
Section 13. The Treasurer. The Treasurer shall be under the
direction of the officer who has been designated by the Board of Directors.
The principal financial officer of the Corporation may also hold the position
of Treasurer if so approved by the Board of Directors. 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 (and in the event such bond be required, a new bond
shall be taken at least every six years). The Treasurer shall have charge and
custody of, and be responsible for, all funds, securities, notes, valuable
effects and financial records of the Corporation, receive and give receipt for
moneys due and payable to the Corporation from any sources whatsoever; when
necessary or proper he shall endorse on behalf of the Corporation for
collection, checks, notes and other obligations and shall deposit the same to
the credit of the Corporation in such bank or banks or depositary or
depositaries as the Board of Directors may designate; he shall cause such funds
of the Corporation to be disbursed by checks or drafts on the authorized banks
or depositaries of the Corporation signed as provided in these By-Laws or by
resolution of the Board of Directors; he shall be responsible for the accuracy
of the amounts of, and cause to be preserved, proper vouchers for all moneys so
disbursed; he shall enter or cause to be entered regularly in the books of the
Corporation, to be kept by him or under his supervision for that purpose, a
full and accurate account of all the moneys received and paid by him on account
of the Corporation; he shall render to the Board of Directors, the Chairman of
the Board, or the President, whenever they shall require him so to do, a
statement of the cash account and such other financial statements as may be
prepared from the financial records, and as soon as may be practicable after
the close of each fiscal year make and submit to the Board of Directors like
report or reports for such fiscal year; 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 of Directors or the President. The Board of
Directors may from time to time delegate to another officer or person any of
the duties usually performed by the Treasurer to the extent permitted by law.
Section 14. The Assistant Treasurer. If required by the Board of
Directors, the Assistant 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 (and in the event such bond be required, a new bond
shall be taken at least every six years). At the request of the Treasurer or
in the event of his absence or inability to act, the Assistant Treasurer or, if
there be more than one, any of the Assistant Treasurers, shall (unless the
Board directs otherwise) perform the duties of the Treasurer and, when so
acting, shall have all the powers of, and be subject to all the restrictions
upon, the Treasurer. Each Assistant Treasurer shall perform such other duties
as from time to time may be assigned to him by the President, the Treasurer, or
the Board of Directors.
Section 15. Salaries. The salaries of all officers of the
Corporation shall be determined or provided for from time to time by the Board
of Directors. No officer shall be prevented from receiving any such salary
because he is also a member of the Board of Directors.
ARTICLE VI
Limitation of Liability and Indemnification of
Directors, Officers and Certain
Representatives of the Corporation
Section 1. Limitation of Liability. No person shall be liable to
the Corporation for any loss or damage suffered by it on account of any action
taken or omitted to be taken in good faith as a director, member of a
directors' committee or officer of the Corporation, if such person exercised or
used the same degree of care and skill as a prudent man would have exercised or
used under the circumstances in the conduct of his own affairs. Without
limitation on the foregoing, any such person shall be deemed to have exercised
or used such degree of care and skill if he took or omitted to take such action
in reliance in good faith upon advice of counsel for the Corporation, or the
books of account or other records of the Corporation, or reports or information
made or furnished to the Corporation by any officials, accountants,
engineers, agents or employees of the Corporation, or by an independent
certified public accountant or auditor, engineer, appraiser or other expert
employed by the Corporation and selected with reasonable care by the Board of
Directors, by any such committee or by an authorized officer of the
Corporation.
Section 2. Indemnification of Directors, Officers and Employees.
The Corporation shall indemnify, in the manner and to the full extent permitted
by the laws of the State of Delaware, any former or present director, officer
or employee of the Corporation or of any subsidiary of the Corporation (or the
estate of any such person) who was or is a party to, or is threatened to be
made a party to, any threatened, pending or completed action, suit or
proceeding, whether or not by or in the right of the Corporation, and whether
civil, criminal, administrative, investigative or otherwise, by reason of the
fact that such person is or was a director, officer or employee of the
Corporation, or is or was serving any other enterprise at the request of the
Corporation; provided, however, that the Corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was
authorized in advance by the Board of Directors of the Corporation. The
Corporation may, to the full extent permitted by the laws of the State of
Delaware, purchase and maintain insurance on behalf of any such person against
any liability which may be asserted against him. To the full extent permitted
by the laws of the State of Delaware, the indemnification provided herein shall
include expenses (including attorney's fees), judgments, fines and amounts paid
in settlement. In the manner provided by law, any such expenses may be, and
any such expenses incurred by any former or present director or officer of the
Corporation shall be, paid by the Corporation in advance of the final
disposition of such action, suit or proceeding. The indemnification provided
herein shall not be deemed to limit the right of the Corporation to indemnify
any other person for any such expenses to the full extent permitted by law, nor
shall it be deemed exclusive of any other rights to which any person seeking
indemnification from the Corporation may be entitled under any agreement, vote
of stockholders or disinterested directors or otherwise, both as to action in
his official capacity and as to action in another capacity while holding such
office. No amendment to or repeal of this Section 2 of Article VI shall apply
or be effective to limit or reduce the indemnification rights provided under
this Section 2 of Article VI with respect to any acts or omissions occurring
prior to such amendment or repeal.
ARTICLE VII
Contracts, Checks, Drafts, Bank Accounts,
Books and Records, etc.
Section 1. Execution of Contracts. The Board of Directors may
authorize any officer or officers or agent or agents of the Corporation to
enter into any contract or execute and deliver any instrument in the name and
on behalf of the Corporation, and such authority may be general or confined to
specific instances; and, unless so authorized by the Board of Directors, no
officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable pecuniarily for any purpose or to any amount.
Section 2. Loans. No loan shall be contracted on behalf of the
Corporation, and no negotiable paper shall be issued in its name, unless
authorized (i) by the Board of Directors, or (ii) by a Committee of the Board
if the Board of Directors has delegated to any such Committee the power to make
such authorizations. When so authorized any officer or agent of the
Corporation may effect loans and advances at any time for the Corporation from
any bank, trust company or other institution, or from any firm, corporation or
individual, and for such loans and advances may make, execute and deliver
promissory notes or other evidences of indebtedness of the Corporation, and,
when authorized so to do by the Board of Directors, and, if required by law, by
the stockholders, as security for the payment of any and all loans, advances,
indebtedness and liabilities of the Corporation, may mortgage, pledge,
hypothecate or transfer any real or personal property at any time held by the
Corporation and to that end execute deeds of trust, and instruments of mortgage
or pledge, or otherwise transfer said property.
Section 3. Checks, Drafts, etc. All checks, drafts, orders for
the payment of money, obligations and bills of exchange 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, employee or
employees or 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. Each
of such officers and employees shall give such bond, if any, as the Board of
Directors shall determine.
Section 4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in one or more of such banks, trust companies or other depositaries as the
Board of Directors 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 to whom such power is so delegated.
Section 5. 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 one or more of 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.
Section 6. Proxies in Respect of Stock or Other Securities of
Other Corporations. Unless otherwise provided by resolutions adopted by the
Board of Directors, the Chairman of the Board, the President, any Executive
Vice President, any Group Vice President, any Senior Vice President, any Vice
President, the Secretary or the Treasurer of the Corporation, or any one or
more of them shall have full power and authority to exercise in the name and on
behalf of the Corporation all the powers and rights, including the right to
vote and consent, which the Corporation may have as the holder of stock or
other securities in any other corporation, and from time to time to appoint an
attorney or attorneys or an agent or agents, or proxy or proxies with like
power and authority in respect of such stock or other securities, and may
instruct the person or persons so appointed as to the manner of exercising such
powers and rights, and may execute or cause to be executed in the name and on
behalf of the Corporation and under its corporate seal, or otherwise, all such
written proxies or other instruments as he or they may deem necessary or proper
in order that the Corporation may exercise its said powers and rights. The
Board of Directors from time to time may by resolution confer like powers and
authority upon any other person or persons.
ARTICLE VIII
Books and Records
The books and records of the Corporation may be kept outside of the
State of Delaware, at the general office of the Corporation in Dallas, Texas,
or at such other place or places as may be from time to time designated or
selected by the Board of Directors.
ARTICLE IX
Shares and Their Transfer;
Examination of Books
Section 1. Certificates for Stock. Every owner of stock of the
Corporation shall be entitled to have a certificate in such form not
inconsistent with the Certificate of Incorporation as the Board of Directors
shall prescribe, certifying the number and class of shares of stock of the
Corporation owned by him. The certificates representing shares of the
respective classes of such stock (if there be more than one) shall state the
name of the person owning the shares represented thereby, shall be numbered in
the order in which they shall be issued, and shall be signed in the name of the
Corporation by the Chairman of the Board or the President or an Executive Vice
President or a Group Vice President or a Senior Vice President or a Vice
President or by the Treasurer or the Secretary or an Assistant Treasurer or an
Assistant Secretary of the Corporation and its seal shall be affixed thereto;
provided, however, that where such certificate is countersigned by (1) a
transfer agent other than the Corporation or its employee, or (2) a registrar
other than the Corporation or its employee, if the Board of Directors shall by
resolution so authorize, any of the signatures of the foregoing officers of the
Corporation and the seal of the Corporation may be facsimile. In case any
officer of the Corporation, 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, such certificate may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.
The name of the person owning the shares represented by each certificate, the
number of shares, and the date of issue shall be entered on the stock ledger of
the Corporation. Every certificate surrendered to the corporation for exchange
or transfer shall be cancelled and a new certificate or certificates shall not
be issued in exchange for any existing certificate, until such existing
certificate shall have been so cancelled, except in cases provided for in
Section 4 of Article IX.
Section 2. Transfers of Stock. Transfers of shares of stock of
the Corporation shall be made only on the books of the Corporation 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 a transfer agent appointed as provided in Section 3
of Article IX, 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 are registered on the books of the Corporation shall
be deemed and treated as the owner thereof for all purposes; and the
Corporation shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, save as expressly provided
by the laws of the State of Delaware.
Section 3. Regulations. The Board of Directors may make such
rules and regulations as it may 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 one or more transfer
clerks or one or more transfer agents and 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, Stolen, and Mutilated Certificates.
The holder of any stock of the Corporation shall immediately notify the
Corporation of any loss, destruction, theft, 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,
destroyed, stolen, or mutilated, upon the surrender of the mutilated
certificate, or in the case of loss, destruction, or theft of the certificate,
upon satisfactory proof of such loss, destruction, or theft. The Board of
Directors may, in its discretion, as a condition precedent to the issuance of a
new certificate, require the owner of the lost, destroyed, or stolen
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, destruction, or theft of any such certificate, or the issuance of
such new certificates.
Section 5. Fixing Record Date. In order that the Corporation may
determine 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 entitled to receive payment of any
dividend or other distribution or 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 of Directors may fix,
in advance, a record date, which 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.
A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
ARTICLE X
Seal
The corporate seal of the Corporation shall be in the form of a
circle and shall bear the full name of the Corporation, the state and year of
incorporation, and the words "Corporate Seal." Said seal may be used by
causing it or a facsimile thereof to be impressed, affixed or otherwise
reproduced. The seal shall be retained by the Secretary. A duplicate of the
seal may be kept and used by the Treasurer, by an Assistant Secretary or
Assistant Treasurer, or by any other employee authorized by resolution of the
Board of Directors.
ARTICLE XI
Fiscal Year
The fiscal year of the Corporation shall begin on the first day of
January and end on the thirty-first day of December in each year.
ARTICLE XII
Notices and Waivers Thereof
Whenever under the provisions of the law of the State of Delaware,
of the Certificate of Incorporation, or these By-Laws notice of any nature is
required to be given to any director, officer or stockholder, unless otherwise
provided by law or expressly provided by these By-Laws, such notice may be
given personally, or it may be given in writing by depositing the same in the
post office or a letter box maintained and kept by the United States Government
in a postpaid sealed envelope addressed to such director, officer or
stockholder at such address as appears upon the books of the Corporation, or,
in default of other address, to such director, officer or stockholder at the
general post office in the City of Wilmington, Delaware, and such notice shall
be deemed to be given at the time when the same shall be thus mailed; a waiver
of such notice in writing signed by the person or persons entitled to such
notice, or a telegram, cable or wireless sent by such person, whether before
or after the time stated therein shall be deemed equivalent to notice.
Attendance of a person at a meeting of stockholders shall constitute a waiver
of notice of such meeting, except when the stockholder 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 stockholders need be specified in any written
waiver of notice.
ARTICLE XIII
Annual Financial Statement
The Board of Directors shall cause to be published and submitted to
the stockholders, at least fifteen days in advance of their annual meeting, the
Corporation's annual financial statement covering the previous fiscal year, and
containing such other information and data as the Board of Directors may deem
appropriate.
ARTICLE XIV
Amendments
These By-Laws, as they shall be a any time and whether or not
previously altered, amended or added to, may be made, altered, amended or
repealed from time to time by the Board of Directors by the affirmative vote of
a majority of the authorized number of directors at any regular or special
meeting of directors if notice of the proposed change was contained in the
notice of such meeting. The stockholders also, by the affirmative vote of a
majority of the stock issued, outstanding and entitled to vote may from time to
time make, alter, amend or repeal the By-Laws at any regular or special meeting
if notice of the proposed change was contained in the notice of the meeting;
and any addition, alteration, amendment or repeal effected by the Board of
Directors may be altered, amended or repealed by the stockholders in the manner
hereinabove set forth.