Amended and Restated Bylaws – Chevron
BY-LAWSofCHEVRON
CORPORATIONAs Amended May 26, 2010ARTICLE
I.The Board of DirectorsSECTION
1. Authority of Board.
The business and affairs of Chevron Corporation (herein called the
“Corporation”) shall be managed by or under the direction of the Board of
Directors (the “Board”) or, if authorized by the Board, by or under the
direction of one or more committees thereof, to the extent permitted by law and
by the Board. Except as may be otherwise provided by law or these By-Laws or, in
the case of a committee of the Board, by applicable resolution of the Board or
such committee, the Board or any committee thereof may act by unanimous written
consent or, at an authorized meeting at which a quorum is present, by the vote
of the majority of the Directors present at the meeting. Except as may be
otherwise provided by law, the Board shall have power to determine from time to
time whether, and if allowed, when and under what conditions and regulations any
of the accounts and books of the Corporation shall be open to inspection.
SECTION 2. Number of Directors; Vacancies.
The authorized number of Directors who shall constitute the Board
shall be fixed from time to time by resolution of the Board approved by at least
a majority of the Directors then in office, provided that no such resolution
other than a resolution to take effect as of the next election of Directors by
the stockholders shall have the effect of reducing the authorized number of
Directors to less than the number of Directors in office as of the effective
time of the resolution. Whenever there shall be fewer Directors in office
than the authorized number of Directors, the Board may, by resolution approved
by a majority of the Directors then in office, choose one or more additional
Directors, each of whom shall hold office until the next annual meeting of
stockholders and until his or her successor is duly elected.
SECTION 3. Authorized Meetings of the
Board. The Board shall have authority to hold
annual, regular and special meetings. An annual meeting of the Board may be held
immediately after the conclusion of the annual meeting of the stockholders.
Regular meetings of the Board may be held at such times as the Board may
determine. Special meetings may be held if called by the Chairman of the Board,
a Vice-Chairman of the Board, or by at least one third of the Directors then in
office. Notice of the time or place of a meeting may be given in person or
by telephone by any officer of the Corporation, or transmitted electronically to
the Director153s home or office, or entrusted to a third party company or
governmental entity for delivery to the Director153s business address. Notice of
annual or regular meetings is required only if the time for the meeting is
changed or the meeting is not to be held at the principal executive offices of
the Corporation.
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When notice is required, it shall be given not less than four hours prior to
the time fixed for the meeting; provided, however, that if notice is transmitted
electronically or entrusted to a third party for delivery, the electronic
transmission shall be effected or the third party shall promise delivery by not
later than the end of the day prior to the day fixed for the meeting. The Board
may act at meetings held without required notice if all Directors consent to the
holding of the meeting before, during or after the meeting. At all meetings
of the Board, a majority of the Directors then in office shall constitute a
quorum for all purposes. If any meeting of the Board shall lack a quorum, a
majority of the Directors present may adjourn the meeting from time to time,
without notice, until a quorum is obtained. SECTION 4.
Committees. The Board may, by resolution
approved by at least a majority of the authorized number of Directors, establish
committees of the Board with such powers, duties and rules of procedure as may
be provided by the resolutions of the Board establishing such committees. Any
such committee shall have a secretary and report its actions to the Board.
SECTION 5. Compensation.
Directors who are not also employees of the Corporation shall be
entitled to such compensation for their service on the Board or any committee
thereof as the Board may from time to time determine. ARTICLE
II Officers SECTION 1.
Executive Committee. The Board may, by
resolution approved by at least a majority of the authorized number of
Directors, establish and appoint one or more officers of the Corporation to
constitute an Executive Committee (the “Executive Committee”), which, under the
direction of the Board and subject at all times to its control, shall have and
may exercise all the powers and authority of the Board in the management of the
business and affairs of the Corporation, except as may be provided in the
resolution establishing the Executive Committee or in another resolution of the
Board or by the General Corporation Law of the State of Delaware. The Executive
Committee shall have a secretary and report its actions to the Board.
SECTION 2. Designated
Officers. The officers of the Corporation shall
be elected by, and serve at the pleasure of, the Board and shall consist of a
Chairman of the Board, a Chief Executive Officer and a Secretary and such other
officers, including, without limitation, one or more Vice-Chairmen of the Board,
a Vice-President and Chief Financial Officer, a Vice-President and General
Counsel, one or more other Vice-Presidents, one or more Assistant Secretaries, a
Treasurer, one or more Assistant Treasurers, a Comptroller and a General Tax
Counsel, as may be elected by the Board to hold such offices or such other
offices as may be created by resolution of the Board. SECTION 3.
Chairman of the Board. The Chairman of the
Board shall be elected each year by the Board at the meeting held immediately
following the Annual Meeting of Stockholders. The Chairman shall preside at
meetings of the stockholders and the Board, and shall have such other powers and
perform such other duties as may from time to time be granted or assigned by the
Board. In the Chairman153s absence, a Vice-Chairman of the Board, as designated
and available, shall preside at meetings of the stockholders and the Board.
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SECTION 4. Chief Executive Officer.
The Chief Executive Officer shall be a member of the Board and shall have
general charge and supervision of the business of the Corporation, shall preside
at meetings of the Executive Committee, and shall have such other powers and
duties as may from time to time be granted or assigned by the Board or, subject
to the control of the Board, by a committee thereof or by the Executive
Committee, or otherwise be in accordance with the direction of the Board. In the
Chief Executive Officer153s absence, a Vice-Chairman of the Board, as designated
and available, shall preside at meetings of the Executive Committee. If so
elected, the Chief Executive Officer may also serve as Chairman or Vice-Chairman
of the Board. SECTION 5. Vice-Chairman of the
Board. A Vice-Chairman of the Board shall be a
member of the Board and a Vice-Chairman of the Executive Committee, and shall
have such other powers and perform such other duties as may from time to time be
granted or assigned to him by the Board or, subject to the control of the Board,
by a committee thereof or by the Executive Committee, or otherwise be in
accordance with the direction of the Board. SECTION 6.
Vice-President and Chief Financial
Officer. The Vice-President and Chief Financial Officer
shall consider the adequacy of, and make recommendations to the Board and
Executive Committee concerning, the capital resources available to the
Corporation to meet its projected obligations and business plans; report
periodically to the Board on financial results and trends affecting the
business; and shall have such other powers and perform such other duties as may
from time to time be granted or assigned to him by the Board or, subject to the
control of the Board, by a committee thereof or by the Executive Committee, or
otherwise be in accordance with the direction of the Board.
SECTION 7. Vice-President and General Counsel.
The Vice-President and General Counsel shall supervise and direct
the legal affairs of the Corporation and shall have such other powers and
perform such other duties as may from time to time be granted or assigned to him
by the Board or, subject to the control of the Board, by a committee thereof or
by the Executive Committee, or otherwise be in accordance with the direction of
the Board. SECTION 8.
Vice-Presidents. In the
event of the absence or disability of the Chairman of the Board and the
Vice-Chairmen of the Board, one of the Vice-Presidents may be designated by the
Board to exercise their powers and perform their duties, and the Vice-Presidents
shall have such other powers and perform such other duties as may from time to
time be granted or assigned to them by the Board or, subject to the control of
the Board, by a committee thereof or by the Executive Committee, or otherwise be
in accordance with the direction of the Board. SECTION 9.
Secretary. The Secretary shall keep full and
complete records of the proceedings of the Board, the Executive Committee and
the meetings of the stockholders; keep the seal of the Corporation, and affix
the same to all instruments which may require it; have custody of and maintain
the Corporation153s stockholder records; and shall have such other powers and
perform such other duties as may from time to time be granted or assigned to him
by the Board or, subject to the control of the Board, by a committee thereof or
by the Executive Committee, or otherwise be in accordance with the direction of
the Board. SECTION 10. Assistant Secretaries.
The Assistant Secretaries shall assist the Secretary in the
performance of his duties and shall have such other powers and perform such
other duties as
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may from time to time be granted or assigned to them by the Board or, subject
to the control of the Board, by a committee thereof or by the Executive
Committee, or otherwise be in accordance with the direction of the Board.
SECTION 11. Treasurer.
The Treasurer shall have custody of the funds of the Corporation and
deposit and pay out such funds, from time to time, in such manner as may be
prescribed by, or be in accordance with the direction of, the Board, and shall
have such other powers and perform such other duties as may from time to time be
granted or assigned to him by the Board or, subject to the control of the Board,
by a committee thereof or by the Executive Committee, or otherwise be in
accordance with the direction of the Board. SECTION 12.
Assistant Treasurers. The Assistant
Treasurers shall assist the Treasurer in the performance of his duties and shall
have such other powers and perform such other duties as may from time to time be
granted or assigned to them by the Board or, subject to the control of the
Board, by a committee thereof or by the Executive Committee, or otherwise be in
accordance with the direction of the Board. SECTION 13.
Comptroller. The Comptroller shall be the
principal accounting officer of the Corporation and shall have charge of the
Corporation153s books of accounts and records; and shall have such other powers
and perform such other duties as may from time to time be granted or assigned to
him by the Board or, subject to the control of the Board, by a committee thereof
or by the Executive Committee, or otherwise be in accordance with the direction
of the Board. SECTION 14. General Tax Counsel.
The General Tax Counsel shall supervise and direct the tax matters
of the Corporation and shall have such other powers and perform such other
duties as may from time to time be granted or assigned to him by the Board or,
subject to the control of the Board, by a committee thereof or by the Executive
Committee, or otherwise be in accordance with the direction of the Board.
SECTION 15. Other Officers. Any
other elected officer shall have such powers and perform such duties as may from
time to time be granted or assigned to him by the Board or, subject to the
control of the Board, by a committee thereof or by the Executive Committee, or
otherwise be in accordance with the direction of the Board.
SECTION 16. Powers of Attorney.
Whenever an applicable statute, decree, rule or regulation
requires a document to be subscribed by a particular officer of the Corporation,
such document may be signed on behalf of such officer by a duly appointed
attorney-in-fact, except as otherwise directed by the Board or the Executive
Committee or limited by law. SECTION 17.
Compensation. The officers of the Corporation
shall be entitled to compensation for their services. The amounts and forms of
compensation which each of such officers shall receive, and the manner and times
of its payment, shall be determined by, or be in accordance with the direction
of, the Board.
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ARTICLE IIIStock and Stock
CertificatesSECTION 1.
Stock.
The Board or, to the extent permitted by the General Corporation Law of the
State of Delaware, any committee of the Board expressly so authorized by
resolution of the Board may authorize from time to time the issuance of new
shares of the Corporation153s Common Stock (“Common Stock”) or any series of
Preferred Stock (“Preferred Stock”), for such lawful consideration as may be
approved by the Board or such committee, up to the limit of authorized shares of
Common Stock or such series of Preferred Stock. The Board, the Executive
Committee or any committee of the Board expressly so authorized by resolution of
the Board may authorize from time to time the purchase on behalf of the
Corporation for its treasury of issued and outstanding shares of Common Stock or
Preferred Stock and the resale, assignment or other transfer by the Corporation
of any such treasury shares. SECTION 2. Stock
Certificates. Shares of Stock of the Corporation
shall be uncertificated and shall not be represented by certificates, except to
the extent as may be required by applicable law or as may otherwise be
authorized by the Secretary or an Assistant Secretary. Notwithstanding the
foregoing, shares of Stock represented by a certificate and issued and
outstanding on August 1, 2005 shall remain represented by a certificate until
such certificate is surrendered to the Corporation. In the event shares of
Stock are represented by certificates, such certificates shall be registered
upon the books of the Corporation and shall be signed by the Chairman of the
Board, a Vice-Chairman of the Board or a Vice-President, together with the
Secretary or an Assistant Secretary of the Corporation, shall bear the seal of
the Corporation or a facsimile thereof, and shall be countersigned by a Transfer
Agent and the Registrar for the Stock, each of whom shall by resolution of the
Board be appointed with authority to act as such at the pleasure of the Board.
No certificate for a fractional share of Common Stock shall be issued.
Certificates of Stock signed by the Chairman of the Board, a Vice-Chairman of
the Board or a Vice-President, together with the Secretary or an Assistant
Secretary, being such at the time of such signing, if properly countersigned as
set forth above by a Transfer Agent and the Registrar, and if regular in other
respects, shall be valid, whether such officers hold their respective positions
at the date of issue or not. Any signature or countersignature on certificates
of Stock may be an actual signature or a printed or engraved facsimile thereof.
SECTION 3. Lost or Destroyed
Certificates. The Board or the Executive
Committee may designate certain persons to authorize the issuance of new
certificates of Stock or uncertificated shares to replace certificates alleged
to have been lost or destroyed, upon the filing with such designated persons of
both an affidavit or affirmation of such loss or destruction and a bond of
indemnity or indemnity agreement covering the issuance of such replacement
certificates or uncertificated shares, as may be requested by and be
satisfactory to such designated persons. SECTION 4.
Stock Transfers. Transfer of
shares of Stock represented by certificates shall be made on the books of the
Corporation only upon the surrender of a valid certificate or certificates for
not less than such number of shares, duly endorsed by the person named in the
certificate or by an attorney lawfully constituted in writing. Transfer of
uncertificated shares of Stock shall be made on the books of the Corporation
upon receipt of proper transfer instructions from the registered owner of the
uncertificated shares, an instruction from an approved source
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duly authorized by such owner or from an attorney lawfully constituted in
writing. The Corporation may impose such additional conditions to the transfer
of its Stock as may be necessary or appropriate for compliance with applicable
law or to protect the Corporation, a Transfer Agent or the Registrar from
liability with respect to such transfer. SECTION 5.
Stockholders of Record. The
Board may fix a time as a record date for the determination of stockholders
entitled to receive any dividend or distribution declared to be payable on any
shares of the Corporation; or to vote upon any matter to be submitted to the
vote of any stockholders of the Corporation; or to be present or to be
represented by proxy at any meeting of the stockholders of the Corporation,
which record date in the case of a meeting of the stockholders shall be not more
than sixty nor less than ten days before the date set for such meeting; and only
stockholders of record as of the record date shall be entitled to receive such
dividend or distribution, or to vote on such matter, or to be present or
represented by proxy at such meeting. ARTICLE IV
Meetings of Stockholders SECTION 1.
Meetings of Stockholders.
An annual meeting of the stockholders of the Corporation shall be held
each year, at which Directors shall be elected to serve for the ensuing year and
until their successors are elected. The time and place of any annual meeting of
stockholders shall be determined by the Board in accordance with law.
Special meetings of the stockholders for any purpose or purposes, unless
prohibited by law, may be called by the Board or the Chairman of the Board. The
Chairman of the Board or the Secretary shall call a special meeting whenever
requested in writing to do so by at least one third of the members of the Board
or stockholders owning 15 percent of the shares of Common Stock of the
Corporation then outstanding and entitled to vote at such meeting. Written
requests by stockholders must be signed by each stockholder, or a duly
authorized agent, requesting the special meeting and state (i) the specific
purpose of the meeting and the matters proposed to be acted on at the meeting,
the reasons for conducting such business at the meeting, and any material
interest in such business of the stockholders requesting the meeting; (ii) the
name and address of each such stockholder; (iii) the number of shares of the
Corporation153s Common Stock owned of record or beneficially by each such
stockholder. Stockholders may revoke their requests for a special meeting at any
time by written revocation delivered to the Secretary. A special meeting
requested by stockholders shall be held at such date, time and place as may be
fixed by the Board. However, a special meeting shall not be held if either
(i) the Board has called or calls for an annual meeting of stockholders and the
purpose of such annual meeting includes the purpose specified in the request, or
(ii) an annual or special meeting was held not more than 12 months before the
request to call the special meeting was received which included the purpose
specified in the request. Business transacted at a special meeting requested by
stockholders shall be limited to the purposes stated in the request for such
special meeting, unless the Board submits additional matters to stockholders at
any such special meeting. SECTION 2. Conduct
of Meetings. The Chairman of the Board, or such
other officer as may preside at any meeting of the stockholders, shall have
authority to establish, from time to
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time, such rules for the conduct of such meeting, and to take such action, as
may in his judgment be necessary or proper for the conduct of the meeting and in
the best interests of the Corporation and the stockholders in attendance in
person or by proxy. SECTION 3. Quorum for
Action by Stockholders; Elections. At all
elections or votes had for any purpose, there must be a majority of the
outstanding shares of Common Stock represented. All elections for Directors
shall be held by written ballot. A nominee for Director shall be elected to the
Board of Directors if the votes cast “for” such nominee153s election exceed the
votes cast “against” such nominee153s election, excluding abstentions; provided,
however, that Directors shall be elected by a plurality of the votes cast at any
meeting of the stockholders for which the number of nominees exceeds the number
of Directors to be elected. Any Director nominated for reelection who receives a
greater number of votes “against” his or her election than votes “for” such
election shall submit his or her offer of resignation to the Board. The Board
Nominating and Governance Committee shall consider all of the relevant facts and
circumstances, including the Director153s qualifications, the Director153s past and
expected future contributions to the Corporation, the overall composition of the
Board and whether accepting the tendered resignation would cause the Corporation
to fail to meet any applicable rule or regulation (including NYSE listing
requirements and federal securities laws) and recommend to the Board the action
to be taken with respect to such offer of resignation. Except as may otherwise
be required by law, the Restated Certificate of Incorporation or these By-Laws,
all other matters shall be decided by a majority of the votes cast affirmatively
or negatively. SECTION 4.
Proxies. To the extent
permitted by law, any stockholder of record may appoint a person or persons to
act as the stockholder153s proxy or proxies at any stockholder meeting for the
purpose of representing and voting the stockholder153s shares. The stockholder may
make this appointment by any means the General Corporation Law of the State of
Delaware specifically authorizes, and by any other means the Secretary of the
Corporation may permit. Prior to any vote, and subject to any contract rights of
the proxy holder, the stockholder may revoke the proxy appointment either
directly or by the creation of a new appointment, which will automatically
revoke the former one. The Inspector of Elections appointed for the meeting may
establish requirements concerning such proxy appointments or revocations that
the Inspector considers necessary or appropriate to assure the integrity of the
vote and to comply with law. SECTION 5.
Adjournments. Any meeting of
the stockholders (whether annual or special and whether or not a quorum shall
have been present), may be adjourned from time to time and from place to place
by vote of a majority of the shares of Common Stock represented at such meeting,
without notice other than announcement at such meeting of the time and place at
which the meeting is to be resumed:such adjournment and the reasons therefore
being recorded in the journal of proceedings of the meeting; provided, however,
that if the date of any adjourned meeting is more than thirty days after the
date for which the meeting was originally noticed, or if a new record date is
fixed for the adjourned meeting, written notice of the place, date and time of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting. At any meeting so resumed after such adjournment, provided
a majority of the outstanding shares of Common Stock shall then be represented,
any business may be transacted which might have been transacted at the meeting
as originally scheduled.
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ARTICLE VCorporate Seal
The seal of the Corporation shall have inscribed thereon the name of the
Corporation and the words “Incorporated Jan. 27, 1926 Delaware.”
ARTICLE VI Change in Control Benefit
Protection SECTION 1. As used in this
Article VI, the following terms shall have the meanings here indicated:
“Beneficial Ownership,” when attributed to a Person with respect to a security,
means that the Person is deemed to be a beneficial owner of such security
pursuant to Rule 13d-3 promulgated under the Exchange Act. “Benefit Plan” means
any pension, retirement, profit-sharing, employee stock ownership, 401(k),
excess benefit, supplemental retirement, bonus, incentive, salary deferral,
stock option, performance unit, restricted stock, tax gross-up, life insurance,
dependent life insurance, accident insurance, health coverage, short-term
disability, long-term disability, severance, welfare or similar plan or program
(or any trust, insurance arrangement or any other fund forming a part or
securing the benefits thereof) maintained prior to a Change in Control by the
Corporation or a Subsidiary for the benefit of directors, officers, employees or
former employees, and shall include any successor to any such plan or program;
provided, however, that “Benefit Plan” shall include only those plans and
programs which have been designated by the Corporation as a constituent part of
the Change in Control benefit protection program. “Board” means the Board of
Directors of the Corporation. “Change in Control” means the occurrence of any of
the following:
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(A) |
A Person other than the Corporation, a Subsidiary, a Benefit Plan or, |
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(B) |
The Incumbent Directors cease to constitute a majority of the Board or, if |
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(C) |
There is consummated a Merger (other than a Non-Control Merger), a complete |
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disposition of all or substantially all of the assets of the Corporation |
“Common Stock” means the Common Stock of the Corporation. “Exchange Act”
means the Securities Exchange Act of 1934, as amended. “Incumbent Directors”
means the Directors of the Corporation as of March 29, 2000 and any Director of
the Corporation or, if there is a Parent Corporation, any Director of the
Ultimate Parent, elected after such date, provided that (A) the election, or
nomination for election by the stockholders of the Corporation, of such new
Director was approved by a vote of at least two-thirds of the Persons then
constituting the Incumbent Directors, (B) any Director who assumes office as a
result of a Merger after March 29, 2000 shall not be deemed an Incumbent
Director until the Director has been in office for at least three years, and
(C) no Director who assumes office as a result of a Proxy Contest shall be
considered an Incumbent Director. “Merger” means a merger, consolidation or
reorganization or similar business combination of the Corporation with or into
another Person or in which securities of the Corporation are issued.
“Non-Control Merger” means a Merger if immediately following the Merger (A) the
stockholders of the Corporation immediately before the Merger own directly or
indirectly at least fifty-five percent (55%) of the outstanding common stock and
the combined voting power of the outstanding voting securities of the Surviving
Corporation (if there is no Parent Corporation) or of the Ultimate Parent, if
there is a Parent Corporation, and (B) no Person other than a Benefit Plan owns
twenty percent (20%) or more of the combined voting power of the outstanding
voting securities of the Ultimate Parent, if there is a Parent Corporation, or
of the Surviving Corporation, if there is no Parent Corporation. “Parent
Corporation” means a corporation with Beneficial Ownership of more than fifty
percent (50%) of the combined voting power of the Surviving Corporation153s
outstanding voting securities immediately following a Merger. “Person” means a
person as such term is used for purposes of Section 13(d) or Section 14(d) of
the Exchange Act. “Proxy Contest” means any actual or threatened solicitation of
proxies or consents by or on behalf of any Person other than the Board,
including, without limitation, any solicitation with respect to the election or
removal of Directors of the Corporation, and any agreement intended to avoid or
settle the results of any such actual or threatened solicitation. “Subsidiary”
means any corporation or other Person (other than a human being) of which a
majority of its voting power or its voting equity securities or equity interest
is owned, directly or indirectly, by the Corporation. “Surviving Corporation”
means the corporation resulting from a Merger.
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“Ultimate Parent” means, if there is a Parent Corporation, the Person with
Beneficial Ownership of more than fifty percent (50%) of the Surviving
Corporation and of any other Parent Corporation. “Voting Securities” means the
outstanding Common Stock and other voting securities, if any, of the Corporation
entitled to vote for the election of Directors of the Corporation.
SECTION 2. The Corporation and one or more of its
Subsidiaries may, from time to time, maintain Benefit Plans providing for
payments or other benefits or protections conditioned partly or solely on the
occurrence of a Change in Control. The Corporation shall cause any Surviving
Corporation (or any other successor to the business and assets of the
Corporation) to assume any such obligations of such Benefit Plans and make
effective provision therefore, and such Benefit Plans shall not be amended
except in accordance with their terms. SECTION 3. No
amendment or repeal of this Article VI shall be effective if adopted within six
months before or at any time after the public announcement of an event or
proposed transaction which would constitute a Change in Control (as such term is
defined prior to such amendment); provided, however, that an amendment or repeal
of this Article VI may be effected, even if adopted after such a public
announcement, if (a) the amendment or repeal has been adopted after any plans
have been abandoned to cause the event or effect the transaction which, if
effected, would have constituted the Change in Control, and the event which
would have constituted the Change in Control has not occurred, and (b) within a
period of six months after such adoption, no other event constituting a Change
in Control shall have occurred, and no public announcement of a proposed
transaction which would constitute a Change in Control shall have been made,
unless thereafter any plans to effect the Change in Control have been abandoned
and the event which would have constituted the Change in Control has not
occurred. In serving and continuing to serve the Corporation, an employee is
entitled to rely and shall be presumed to have relied on the provisions of this
Article VI, which shall be enforceable as contract rights and inure to the
benefit of the heirs, executors and administrators of the employee, and no
repeal or modification of this Article VI shall adversely affect any right
existing at the time of such repeal or modification. ARTICLE
VII Amendments Any of these By-Laws may
be altered, amended or repealed by the affirmative vote of the holders of a
majority of the outstanding shares of Common Stock at any annual or special
meeting of the stockholders, if notice of the proposed alteration, amendment or
repeal be contained in the notice of the meeting; or any of these By-Laws may be
altered, amended or repealed by resolution of the Board approved by at least a
majority of the Directors then in office. Notwithstanding the preceding
sentence, any amendment or repeal of Article VI of the By-Laws shall be made
only in accordance with the terms of said Article VI, and the authority of the
Directors to amend the By-Laws is accordingly hereby limited. 10
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