UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported):
January 25, 2011
United States Steel Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-16811 25-1897152
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
600 Grant Street, Pittsburgh, PA 15219-2800
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(Address of principal executive (Zip Code)
offices)
(412) 433-1121
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(Registrant's telephone number,
including area code)
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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:
[ ] 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))
2
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On January 25, 2011, the Board of Directors of United States Steel Corporation
(the "Corporation") approved an amendment to Article II, Section 2 of the By-
Laws of the Corporation.
Prior to this amendment, the By-Laws provided that no director could continue
to serve on the Board beyond the last day of the month in which the director
attained the age of 72, except that the chief executive officer could not
continue to serve on the Board beyond the last day of the month in which age
70 was attained. Each Officer-Director, other than the chief executive
officer, was required to retire from the Board of Directors at the time the
Officer-Director ceased to be a principal officer of the Corporation.
After this amendment, the By-Laws now provide that no individual shall stand
for election as a director after attaining the age of 72. Notwithstanding the
foregoing, each Officer-Director, other than the chief executive officer, shall
retire from the Board of Directors at the time such Officer-Director ceases to
be a principal officer of the Corporation, and the chief executive officer may
remain on the Board after retirement as an employee, at the Board's request,
through the last day of the month in which he or she turns 70.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
3.1 Amended and Restated By-Laws of United States Steel Corporation
dated as of January 25, 2011.
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.
UNITED STATES STEEL CORPORATION
By /s/ Gregory A. Zovko
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Gregory A. Zovko
Vice President &
Controller
Dated: January 27, 2011
Exhibit 3.1
AMENDED AND RESTATED
BY-LAWS
of
UNITED STATES STEEL CORPORATION
(hereinafter called the "Corporation")
January 25, 2011
ARTICLE I.
Stockholders.
Section 1. Time and Place of Meetings of Stockholders. Unless the time
and place of the annual meeting of stockholders for the purpose of electing
directors and transacting such other business as may be brought before the
meeting are changed by the Board of Directors, as may be done from time to
time, provided that all legal requirements for such change and notice to
stockholders are observed, such annual meeting of stockholders of the
Corporation shall be held at the office of the Corporation's registered agent
in the State of Delaware at 2 o'clock, p.m., on the last Tuesday in April in
each year, if not a legal holiday, and if a legal holiday, then on the next
succeeding Tuesday which is not a legal holiday.
Special meetings of the stockholders may be called by the Board of
Directors to be held at such time and place and for such purpose or purposes
as are specified in such call.
Neither the annual meeting nor any special meeting of stockholders need
be held within the State of Delaware.
Any action required to be taken at any annual or special meeting of the
stockholders of the Corporation, or any action which may be taken at any
annual or special meeting of the stockholders or otherwise, may not be taken
without a meeting, prior notice and a vote, and stockholders may not act by
written consent.
Section 2. Notice of Meetings of Stockholders. It shall be the duty of
the Secretary to cause notice of each annual or special meeting to be provided
to all stockholders of record as of the record date as fixed by the Board of
Directors for the determination of stockholders entitled to vote at such
meeting. Such notice shall indicate briefly the action to be taken at such
meeting and shall be given to each stockholder entitled to vote thereat at
least 10 days but not more than 60 days preceding the meeting. If mailed,
such notice shall be mailed to the stockholders at the addresses of such
stockholders as shown on the books of the Corporation.
Section 3. Nomination of Directors. Only persons who are nominated in
accordance with the following procedures shall be eligible for election as
directors. Nomination for election to the Board of Directors of the
Corporation at a meeting of stockholders may be made by the Board of Directors
or by any stockholder of record of the Corporation entitled to vote generally
for the election of directors at such meeting who complies with the notice
procedures set forth in this Section 3. Such nominations, other than those
made by or on behalf of the Board of Directors, shall be made by notice in
writing delivered to or mailed by first class United States mail, postage
prepaid, to the Secretary, and received at the principal executive offices of
the Corporation not less than 90 days nor more than 120 days prior to the
first anniversary of the preceding year's annual meeting of stockholders of
the Corporation; provided, however, that if the date of the annual meeting is
advanced more than 25 days prior to or delayed by more than 25 days after the
anniversary of the preceding year's annual meeting, notice by the stockholder
to be timely must be so delivered not later than the close of business on the
10th day following the day on which public announcement of the date of such
meeting is first made. Such notice shall set forth (a) as to each proposed
nominee (i) the name, age, business address and, if known, residence address
of each such nominee, (ii) the principal occupation or employment of each such
nominee, (iii) the number of shares of each class of the capital stock of the
Corporation which are beneficially owned by each such nominee, (iv) any
relationship, financial or otherwise, between the nominee and the stockholder
giving the notice or any affiliate or associate of such stockholder, and (v)
any other information concerning the nominee that must be disclosed as to
nominees in proxy solicitations pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (including such person's written
consent to be named as a nominee and to serve as a director if elected); and
(b) as to the stockholder giving the notice (i) the name and address, as they
appear on the Corporation's books, of such stockholder, (ii) the number of
shares of each class of the capital stock of the Corporation which are
beneficially owned by such stockholder as of the date of the notice and the
stockholder's agreement to notify the Corporation in writing within 5 business
days after the record date for the meeting of the number of shares of each
class of capital stock of the Corporation which are beneficially owned by such
stockholder as of the record date, and (iii) a description of any agreement,
arrangement or understanding (including any derivative or short positions,
profit interests, options, warrants, stock appreciation or similar rights,
hedging transactions or borrowed or loaned shares) that has been entered into
as of the date of the stockholder's notice by or on behalf of such stockholder
or any affiliate or associate of such stockholder, the intent or effect of
which is to mitigate loss to, manage risk or benefit of share price changes
for, or increase or decrease the voting power of, such stockholder or
affiliate or associate of such stockholder, with respect to shares of stock
of the Corporation and the stockholder's agreement to notify the Corporation
in writing within 5 business days after the record date for the meeting of any
such agreement, arrangement or understanding in effect as of the record date
for the meeting. 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 a
director of the Corporation.
As used in these By-Laws, the terms "affiliate" and "associate" shall
have the meanings given to them by Rule 12b-2 under the Securities Exchange
Act of 1934, as amended and the term "beneficially owned" shall have the
meaning given to it by Rule 13d-3 under the Securities Exchange Act of 1934,
as amended.
The chairman of the meeting may, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.
Section 4. Notice of Business at Annual Meetings. At an annual meeting
of the stockholders, only such business shall be conducted as shall have been
properly brought before the meeting. To be properly brought before an annual
meeting, business must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors,
(b) otherwise properly brought before the meeting by or at the direction of the
Board of Directors, or (c) otherwise properly brought before the meeting by a
stockholder of record. For business to be properly brought before an annual
meeting by a stockholder, if such business relates to the election of directors
of the Corporation, the procedures in Article I, Section 3 must be complied
with. If such business relates to any other matter, the stockholder must have
given timely notice thereof in writing to the Secretary. To be timely, a
stockholder's notice must be delivered to or mailed by first class United
States mail, postage prepaid, and received at the principal executive offices
of the Corporation not less than 90 days nor more than 120 days prior to the
first anniversary of the preceding year's annual meeting of stockholders of the
Corporation; provided, however, that if the date of the annual meeting is
advanced more than 25 days prior to or delayed by more than 25 days after the
anniversary of the preceding year's annual meeting, notice by the stockholder
to be timely must be so delivered not later than the close of business on the
10th 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 annual
meeting (a) a brief description of the business desired to be brought before
the annual meeting and the reasons for conducting such business at the annual
meeting, (b) the name and address, as they appear on the Corporation's books,
of the stockholder proposing such business, (c) the number of shares of each
class of the capital stock of the Corporation which are beneficially owned by
such stockholder as of the date of the notice and the stockholder's agreement
to notify the Corporation in writing within 5 business days after the record
date for the meeting of the number of shares of each class of capital stock of
the Corporation which are beneficially owned by such stockholder as of the
record date, (d) a description of any agreement, arrangement or understanding
(including any derivative or short positions, profit interests, options,
warrants, stock appreciation or similar rights, hedging transactions or
borrowed or loaned shares) that has been entered into as of the date of the
stockholder's notice by or on behalf of such stockholder or any affiliate or
associate of such stockholder, the intent or effect of which is to mitigate
loss to, manage risk or benefit of share price changes for, or increase or
decrease the voting power of, such stockholder or affiliate or associate of
such stockholder, with respect to shares of stock of the Corporation and the
stockholder's agreement to notify the Corporation in writing within 5 business
days after the record date for the meeting of any such agreement, arrangement
or understanding in effect as of the record date for the meeting, and (e) any
material interest of the stockholder or any affiliate or associate of such
stockholder in such business. Notwithstanding anything in the 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 4 and in Section 3 of
this Article I and except that any stockholder proposal which complies with
Rule 14a-8 of the proxy rules (or any successor provision) promulgated under
the Securities Exchange Act of 1934, as amended, and is to be included in the
Corporation's proxy statement for an annual meeting of stockholders shall be
deemed to comply with the requirements of this Section 4.
The chairman of the 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 4, and if he should
so determine, the chairman shall so declare to the meeting that any such
business not properly brought before the meeting shall not be transacted.
Section 5. Quorum. At each meeting of the stockholders the holders of
one-third of the voting power of the outstanding shares of stock entitled to
vote generally at the meeting, present in person or represented by proxy,
shall constitute a quorum, unless the representation of a larger number shall
be required by law, and, in that case, the representation of the number so
required shall constitute a quorum.
Except as otherwise required by law, a majority of the voting power of the
shares of stock entitled to vote generally at a meeting and present in person
or by proxy, whether or not constituting a quorum, may adjourn, from time to
time, without notice other than by announcement at the meeting. At any such
adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as originally
notified.
Section 6. Organization. The chairman of the Board, or in his absence
the Officer-Director of the Board designated by the chairman of the Board, or,
if an Officer-Director, the president in the order named, shall call meetings
of the stockholders to order, and shall act as chairman of such meeting;
provided, however, that the Board of Directors may appoint any person to act
as chairman of any meeting in the absence of the chairman of the Board.
The Secretary of the Corporation shall act as secretary at all meetings
of the stockholders; but in the absence of the Secretary at any meeting of the
stockholders the presiding officer may appoint any person to act as secretary
of the meeting.
Section 7. Voting. At each meeting of the stockholders, every
stockholder shall be entitled to vote in person, or by proxy appointed by
instrument in writing, subscribed by such stockholder or by his duly
authorized attorney, or, to the extent permitted by law, appointed by an
electronic transmission, and delivered to the inspectors at the meeting; and
he shall have the number of votes for each share of capital stock standing
registered in his name at the date fixed by the Board of Directors pursuant to
Section 4 of Article IV of these By-Laws as may be determined in accordance
with the Corporation's Certificate of Incorporation, or as may be provided by
law. The votes for directors, and, upon demand of any stockholder, or where
required by law, the votes upon any question before the meeting, shall be by
ballot.
At least ten days before each meeting of the stockholders, a full, true
and complete list, in alphabetical order, of all of the stockholders entitled
to vote at such meeting, showing the address of each stockholder, and
indicating the class and number of shares held by each, shall be furnished and
held open for inspection in such manner, as is required by law. Only the
persons in whose names shares of stock stand on the books of the Corporation
at the date fixed by the Board of Directors pursuant to Section 4 of Article
IV of these By-Laws, as evidenced in the manner provided by law, shall be
entitled to vote in person or by proxy on the shares so standing in their
names.
Prior to any meeting, but subsequent to the date fixed by the Board of
Directors pursuant to Section 4 of Article IV of these By-Laws, any proxy may
submit his powers of attorney to the Secretary, or to the treasurer, for
examination. The certificate of the Secretary, or of the treasurer, as to the
regularity of such powers of attorney, and as to the class and number of
shares held by the persons who severally and respectively executed such powers
of attorney, shall be received as prima facie evidence of the class and number
of shares represented by the holder of such powers of attorney for the purpose
of establishing the presence of a quorum at such meeting and of organizing the
same, and for all other purposes.
Section 8. Inspectors. At each meeting of the stockholders, the polls
shall be opened and closed, the proxies and ballots shall be received and be
taken in charge, and all questions touching the qualification of voters and
the validity of proxies and the acceptance or rejection of votes, shall be
decided by one or more inspectors. Such inspector or inspectors shall be
appointed by the Board of Directors before the meeting. If for any reason any
of the inspectors previously appointed shall fail to attend or refuse or be
unable to serve, inspectors in place of any so failing to attend or refusing
or unable to serve, shall be appointed in like manner.
ARTICLE II.
Board of Directors.
Section 1. Number, Classes and Terms of Office. The business and affairs
of the Corporation shall be managed by or under the direction of the Board of
Directors.
The number of directors shall be fixed from time to time by resolution of
the Board of Directors, but the number thereof shall not be less than three.
The directors of the Corporation shall be divided into three classes:
Class I, Class II and Class III. Each class shall consist, as nearly as may
be possible, of one-third of the whole number of the Board of Directors. In
the election of directors at the 2002 annual meeting of the stockholders, the
Class I directors shall be elected to hold office for a term to expire at the
first annual meeting of the stockholders thereafter; the Class II directors
shall be elected to hold office for a term to expire at the second annual
meeting of the stockholders thereafter; and the Class III directors shall be
elected to hold office for a term to expire at the third annual meeting of the
stockholders thereafter, and in the case of each class, until their respective
successors are duly elected and qualified. At each annual election held after
the 2002 annual meeting of the stockholders, the directors elected to succeed
those whose terms expire shall be identified as being of the same class as the
directors they succeed and shall be elected to hold office for a term to
expire at the third annual meeting of the stockholders after their election,
and until their respective successors are duly elected and qualified. If the
number of directors is changed, any increase or decrease in directors shall be
apportioned among the classes so as to maintain all classes as equal in number
as possible, and any additional director elected to any class shall hold
office for a term which shall coincide with the terms of the other directors
in such class and until his successor is duly elected and qualified.
In the case of any increase in the number of directors of the Corporation,
the additional director or directors shall be elected only by the Board of
Directors.
Section 2. Qualification of Directors. It is the Corporation's policy
that its non-employee membership shall consist of individuals who are (a)
actively engaged in their occupations or professions or otherwise regularly
involved in the business, professional or academic community, and (b) normally
available for meetings of this Board and its Committees. These criteria shall
be considered by the appropriate Board committee prior to the time at which
candidates are normally approved by the Board for nomination for election or
reelection as directors by the stockholders. In its review such committee
should focus particularly on those directors who have undergone or are expected
to undergo a significant change in their business or professional careers in
order to assure that such directors continue to meet the criteria set forth
above. Directors who undergo a significant change in their business or
professional careers after becoming members of the Board should volunteer to
resign from the Board.
No individual shall stand for election as a director after attaining the
age of 72. Notwithstanding the foregoing, each Officer-Director, other than
the chief executive officer, shall retire from the Board of Directors at the
time such Officer-Director ceases to be a principal officer of the Corporation,
and the chief executive officer may remain on the Board after retirement as an
employee, at the Board's request, through the last day of the month in which
he or she turns 70.
Section 3. Vacancies. Except as otherwise provided by law, in the case
of any vacancy in the Board of Directors through death, resignation,
disqualification or other cause, a successor to hold office for the unexpired
portion of the term of the director whose place shall be vacant, and until the
election of his successor, shall be elected only by a majority of the Board of
Directors then in office, though less than a quorum.
Section 4. Removal. Directors of the Corporation may be removed only for
cause.
Section 5. Place of Meetings, etc. The Board of Directors may hold its
meetings, and may have an office and keep the books of the Corporation (except
as otherwise may be provided for by law) in such place or places in the State
of Delaware or outside of the State of Delaware, as the Board from time to
time may determine.
Section 6. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such times as may be fixed by resolution of the Board of
Directors. The Secretary shall give notice, as provided for special meetings,
for each regular meeting.
Section 7. Special Meetings. Special meetings of the Board of Directors
shall be held whenever called by direction of the chairman or an Officer-
Director of the Board, or a majority of the directors then in office.
The Secretary shall give notice of each special meeting by mailing the
same at least two days before the meeting, or by facsimile or electronic
transmission of the same at least one day before the meeting, to each director;
but such notice may be waived by any director. Unless otherwise indicated in
the notice thereof, any and all business may be transacted at a special
meeting. At any meeting at which every director shall be present, even though
without any notice, any business may be transacted.
Section 8. Quorum. A majority of the total number of directors shall
constitute a quorum for the transaction of business; but if at any meeting of
the Board there be less than a quorum present, a majority of those present may
adjourn the meeting from time to time.
At any meeting of the Board of Directors all matters shall be decided by
the affirmative vote of a majority of directors then present, provided, that
the affirmative vote of at least one-third of all the directors then in office
shall be necessary for the passage of any resolution.
Section 9. Order of Business. At meetings of the Board of Directors
business shall be transacted in such order as, from time to time, the Board
may determine by resolution.
At all meetings of the Board of Directors, the chairman of the Board or
in his absence the Officer-Director designated by the chairman of the Board,
or, if an Officer-Director, the president, in the order named, shall preside.
Section 10. Compensation of Directors. Each director of the Corporation
who is not a salaried officer or employee of the Corporation, or of a
subsidiary of the Corporation, shall receive such allowances for serving as a
director and such fees for attendance at meetings of the Board of Directors or
any committee appointed by the Board as the Board may from time to time
determine.
Section 11. Election of Officers. At the first regular meeting of the
Board of Directors in each year (at which a quorum shall be present) held next
after the annual meeting, the Board of Directors shall proceed to the election
of the principal officers of the Corporation to be elected by the Board of
Directors under the provisions of Article III of these By-Laws.
ARTICLE III.
Officers.
Section 1. Officers. The principal officers shall be elected by the
Board of Directors and shall include a president, a secretary (the
"Secretary"), and a treasurer. All other offices, all titles and all powers
and duties respecting principal officers shall be determined by the Board of
Directors from time to time. Each principal officer who shall be a member of
the Board of Directors shall be considered an Officer-Director.
The Board of Directors or any committee or officer designated by it may
appoint such other officers as it or he shall deem necessary, who shall have
such authority and shall perform such duties as from time to time may be
assigned to them by or with the authority of the Board of Directors.
One person may hold two or more offices.
In its discretion, the Board of Directors may leave unfilled any office.
All officers, agents and employees shall be subject to removal at any
time by the Board of Directors. All officers, agents and employees, other
than officers elected by the Board of Directors, shall hold office at the
discretion of the committee or of the officer appointing them.
Each of the salaried officers of the Corporation shall devote his entire
time, skill and energy to the business of the Corporation, unless the contrary
is expressly consented to by the Board of Directors.
Section 2. Voting Upon Interests in Other Business Entities. Unless
otherwise ordered by the Board of Directors, any Officer-Director or any person
or persons appointed in writing by any of them, shall have full power and
authority on behalf of the Corporation to attend and to act and to vote at any
meetings of stockholders of any corporation in which the Corporation may hold
stock, or at meetings of partnerships in which the Corporation may hold
partnership interests, or at any other meetings of holders of interests in
business entities in which the Corporation may hold interests, including
limited liability companies, and at any such meeting shall possess and may
exercise any and all rights and powers incident to the ownership of such
stock, partnership interest or other interest, and which, as the owner thereof,
the Corporation might have possessed and exercised if present. The Board of
Directors, by resolution, from time to time, may confer like powers upon any
other person or persons.
ARTICLE IV.
Capital Stock - Seal.
Section 1. Certificates of Shares. The shares of each class of the
capital stock of the Corporation may be certificated or uncertificated. If
the shares are certificated, the certificates shall be in such form, not
inconsistent with the Certificate of Incorporation, as shall be prepared or be
approved by the Board of Directors. No certificate shall be valid unless it
is signed by two principal officers of the Corporation, or one principal
officer and an assistant secretary or an assistant treasurer of the
Corporation. Any or all of the signatures on a certificate, including those of
any officer, transfer agent or registrar of the Corporation, may be
facsimiles. In case any officer, transfer agent or registrar of the
Corporation who has signed, or whose facsimile signature has been placed
upon, any such certificate shall have ceased to be such officer, transfer
agent or registrar of the Corporation before such certificate is issued,
such certificate may be issued by the Corporation with the same effect as
though the person or persons were such officer, transfer agent or registrar
of the Corporation at the date of issue.
All certificates for each class of capital stock of the Corporation shall
be consecutively numbered. The name of the person owning the shares
represented thereby, with the class and number of such shares and the date of
issue, shall be entered on the Corporation's books.
All certificates surrendered to the Corporation shall be cancelled, and
no new certificate shall be issued until the former certificate for the same
class and number of shares of the same class shall have been surrendered and
cancelled, except in accordance with Section 3 of Article IV of these By-Laws,
such other procedures as may be established by the Board of Directors or where
required by law.
Section 2. Transfer of Shares. Shares in the capital stock of the
Corporation shall be transferred only on the books of the Corporation by the
registered holder thereof in person or by a duly authorized attorney or legal
representative, upon presentation of proper evidence of succession, assignment
or authority to transfer the shares and, in the case of shares represented by
certificates, upon surrender and cancellation of the certificates representing
such shares.
Section 3. Lost or Destroyed Certificates. The Corporation may issue a
new certificate of stock or uncertificated shares in place of any stock
certificate that has been lost, stolen or destroyed; and may, in its
discretion, require the owner of such certificate or his legal representative
to give bond, with sufficient surety, to indemnify the Corporation and each
transfer agent and registrar against any and all losses or claims which may
arise by reason of the issuance of a new certificate or uncertificated shares
in place of the certificate so lost, stolen or destroyed.
Section 4. Regulations. The Board of Directors shall have power and
authority to make all such rules and regulations as respectively they may deem
expedient, concerning the issue, transfer and registration of certificates for
shares of the capital stock of the Corporation.
Section 5. Transfer Agents and Registrars. The Board of Directors may
appoint one or more transfer agents or assistant transfer agents and one or
more registrars of transfers, and may require all stock certificates to bear
the signature of a transfer agent or assistant transfer agent and a registrar
of transfers. The Board of Directors may at any time terminate the
appointment of any transfer agent or any assistant transfer agent or any
registrar of transfers.
Section 6. Fixing Date for Determination of Stockholders' Rights. The
Board of Directors is authorized from time to time to fix in advance a date,
not exceeding 60 days preceding the date of any meeting of stockholders, or
the date for the payment of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or exchange of capital stock
shall go into effect, as a record date for the determination of the
stockholders entitled to notice of, and to vote at, any such meeting and any
adjournment thereof, or entitled to receive payment of any such dividend, or
to any such allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock, and in such case such
stockholders and only such stockholders as shall be stockholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting and any adjournment thereof, or to receive payment of such dividend,
or to receive such allotment of rights, or to exercise such rights, as the
case may be, notwithstanding any transfer of any stock on the books of the
Corporation after any such record date fixed as aforesaid.
Section 7. Dividends. The Board of Directors may from time to time
declare such dividends as they shall deem advisable and proper, subject to
such restrictions as may be imposed by law and the Corporation's Certificate
of Incorporation.
Section 8. Facsimile Signatures. In addition to the provisions for the
use of facsimile signatures elsewhere specifically authorized in these By-Laws,
facsimile signatures of any officer or officers of this Corporation may be
used whenever and as authorized by the Board of Directors.
Section 9. Corporate Seal. The Board of Directors shall provide a
suitable seal, containing the name of the Corporation, which seal shall be in
charge of the Secretary. Unless otherwise directed by the Board of Directors,
duplicates of the seal may be kept and be used by the treasurer or by any
assistant secretary or assistant treasurer.
ARTICLE V.
Indemnification.
Section 1. Right to Indemnification. The Corporation shall indemnify
and hold harmless to the fullest extent permitted by law any person who was or
is made or is threatened to be made a party or is involved in any action, suit,
or proceeding whether civil, criminal, administrative or investigative
("proceeding") by reason of the fact that he, or a person for whom he is the
legal representative, is or was a director, officer or employee of the
Corporation or is or was serving at the request of the Corporation as a
director, officer or employee of another corporation or of a partnership,
joint venture, trust, enterprise or non-profit entity, including service with
respect to employee benefit plans, against all expenses, liability, and loss
reasonably incurred or suffered by such person. The Corporation shall
indemnify any person seeking indemnity in connection with a proceeding
initiated by such person only if the proceeding was authorized by the Board of
Directors of the Corporation.
Section 2. Prepayment of Expenses. The Corporation shall pay the
expenses reasonably incurred in defending any such proceeding in advance of
its final disposition; provided, however, the payment of expenses incurred by
a director, officer or employee in his capacity as a director, officer or
employee (except with regard to service to an employee benefit plan or
non-profit entity) in advance of the final disposition of the proceeding shall
be made only upon the agreement by the director, officer or employee to repay
all amounts advanced if it should be determined that the director, officer or
employee is not entitled to be indemnified under this Article or otherwise,
and provided, further, that the Corporation shall have no obligation to pay
any expenses in advance pursuant to this Section 2 to any person who is or was
an employee of the Corporation (other than a director or an officer) or is or
was serving at the request of the Corporation as an employee of another
corporation or of a partnership, joint venture, trust, enterprise or
non-profit entity, with respect to any proceeding by or in the right of the
Corporation to procure a judgment in its favor.
Section 3. Claims. If a claim under this Article is not paid in full
within ninety days after a written claim has been received by the Corporation,
the claimant may file suit to recover the unpaid amount of such claim and, if
successful in whole or in part, shall be entitled to be paid in addition the
expense of prosecuting such claim. In any such action the Corporation shall
have the burden of proving that the claimant was not eligible for
indemnification under applicable law.
Section 4. Non-Exclusivity of Rights. The rights conferred on any
person by this Article shall not be exclusive of any other right which such
person may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, By-Law, agreement, vote of stockholders or
disinterested directors or otherwise.
Section 5. Effect of Amendment or Repeal. The foregoing provisions of
this Article V shall be deemed to be a contract between the Corporation and
any person described in Section 1 above. Any repeal or modification of this
Article V shall not affect any rights or obligations then existing with
respect to any acts or omissions occurring prior to such amendment or repeal,
regardless of whether any action, suit or proceeding based in whole or in part
on any such acts or omissions is commenced before or after any such repeal or
modification.
ARTICLE VI.
Amendments.
Section 1. The Board of Directors shall have the power to adopt, amend
and repeal the By-Laws at any regular or special meeting of the Board, provided
that notice of intention to adopt, amend or repeal the By-laws in whole or in
part shall have been included in the notice of meeting; or, without any such
notice, by a vote of two-thirds of the directors then in office.
Stockholders may adopt, amend and repeal the By-Laws at any regular or
special meeting of the stockholders by an affirmative vote of holders of
outstanding shares of the capital stock of the Corporation having two-thirds of
the votes entitled to be cast thereon, provided that notice of intention to
adopt, amend or repeal the By-Laws in whole or in part shall have been included
in the notice of the meeting.
Revised: January 25, 2011