{"id":41431,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/by-laws-berkshire-hathaway-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-berkshire-hathaway-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-berkshire-hathaway-inc.html","title":{"rendered":"By-laws &#8211; Berkshire Hathaway Inc."},"content":{"rendered":"<pre>\n\n                                    BY-LAWS\n\n                                       OF\n\n                            BERKSHIRE HATHAWAY INC.\n                      (as amended through April 29, 1991)\n\n\n                                   SECTION 1\n\n                         Certification of Incorporation\n\n     1.1.   The nature of the business or purposes of the corporation \nshall be as set forth in its certificate of incorporation.\nThese by-laws, the powers of the corporation and of its directors\nand stockholders, and all matters concerning the management of\nthe business and conduct of the affairs of the corporation shall\nbe subject to such provisions in regard thereto, if any, as are\nset forth in the certificate of incorporation; and the certificate \nof incorporation is hereby made a part of these by-laws.  In\nthese by-laws, references to the certificate of incorporation\nmean the provisions of the certificate of incorporation (as that\nterm is defined in the General Corporation Law of Delaware) of\nthe corporation as from time to time in effect, and references to\nthese by-laws or to any requirement or provision of law mean\nthese by-laws or such requirement or provision of law as from\ntime to time in effect.\n\n                                   SECTION 2\n\n                                    Offices\n\n     2.1.   Registered Office.  The registered office of the\ncorporation shall be in the City of Wilmington, County of New\nCastle, Delaware.\n\n     2.2.   Other Offices.  The corporation may also have an\noffice or offices at such other place or places, either within or\nwithout the State of Delaware, as the Board of Directors of the\ncorporation from time to time may determine or as the business of\nthe corporation may require.\n\n\n                                 Page 2 of 16\n\n                                   SECTION 3\n\n                                  Stockholders\n\n     3.1.   Annual Meeting.  The annual meeting of the stockholders \nshall be held at nine-thirty o'clock in the forenoon on the\nlast Monday in April in each year, unless that day be a legal\nholiday at the place where the meeting is to be held, in which\ncase the meeting shall be held at the same hour on the next\nsucceeding day not a legal holiday, or at such other date and\ntime as shall be designated from time to time by the board of\ndirectors and stated in the notice of the meeting, at which they\nshall elect a board of directors and transact such other business\nas may be required by law or these by-laws or as may be specified\nby the chairman of the board or by a majority of the directors\nthen in office or by vote of the board of directors and of which\nnotice was given in the notice of the meeting.  Notwithstanding\nthe foregoing, the first annual meeting of the corporation shall\nbe held in the year 1974.\n\n     3.2.   Special Meeting in Place of Annual Meeting.  If the\nelection for directors shall not be held on the day designated by\nthese by-laws, the directors shall cause the election to be held\nas soon thereafter as convenient, and to that end, if the annual\nmeeting is omitted on the day herein provided therefor or if the\nelection of directors shall not be held thereat, a special\nmeeting of the stockholders may be held in place of such omitted\nmeeting or election, and any business transacted or election held\nat such special meeting shall have the same effect as if transacted \nor held at the annual meeting, and in such case all references \nin these by-laws to the annual meeting of the stockholders,\nor to the annual election of directors, shall be deemed to refer\nto or include such special meeting.  Any such special meeting\nshall be called, and the purposes thereof shall be specified in\nthe call, as provided in Section 3.3.\n\n     3.3.   Special Meetings.  A special meeting of the stockholders \nmay be called at any time by the chairman of the board or by the \nboard of directors.   A special meeting of the stockholders shall \nbe called by the secretary, or in the case of the\ndeath, absence, incapacity or refusal of the secretary, by an\nassistant secretary or some other officer, upon application of a\nmajority of the directors or of one or more stockholders who are\nentitled to vote and who hold at least fifty percent of the\ncapital stock issued and outstanding.  Any such application shall\nstate the purpose or purposes of the proposed meeting.  Any such\ncall shall state the place, date, hour, and purposes of the\nmeeting.\n\n\n                                 Page 3 of 16\n\n     3.4.   Place of Meeting.  All meetings of the stockholders\nfor the election of directors or for any other purpose shall be\nheld at such place within or without the State of Delaware as may\nbe determined from time to time by the chairman of the board or\nthe board of directors.  Any adjourned session of any meeting of\nthe stockholders shall be held at the place designated in the\nvote of adjournment.\n\n     3.5.   Notice of Meetings.  Except as otherwise provided by\nlaw, a written notice of each meeting of stockholders stating the\nplace, day and hour thereof and, in the case of a special meeting, \nthe purposes for which the meeting is called, shall be given\nnot less than ten nor more than sixty days before the meeting, to\neach stockholder entitled to vote thereat; and to each stockholder \nwho, by law, by the certificate of incorporation or by these\nby-laws, is entitled to notice, by leaving such notice with him\nor at his residence or usual place of business, or by depositing\nit in the United States mail, postage prepaid, and addressed to\nsuch stockholder at his address as it appears in the records of\nthe corporation.  Such notice shall be given by the secretary, or\nby an officer or person designated by the board of directors, or\nin the case of a special meeting by the officer calling the\nmeeting.  As to any adjourned session of any meeting of stockholders, \nnotice of the adjourned meeting need not be given if the\ntime and place thereof are announced at the meeting at which the\nadjournment was taken except that if the adjournment is for more\nthan thirty days or if after the adjournment a new record date is\nset for the adjourned session, notice of any such adjourned\nsession of the meeting shall be given in the manner heretofore\ndescribed.  No notice of any meeting of stockholders or any\nadjourned session thereof need be given to a stockholder if a\nwritten waiver of notice, executed before or after the meeting or\nsuch adjournment session by such stockholder is filed with the\nrecords of the meeting or if the stockholder attends such meeting\nwithout objecting at the beginning of the meeting to the transaction \nof any business because the meeting is not lawfully called\nor convened.  Neither the business to be transacted at, nor the\npurpose of, any meeting of the stockholders or any adjourned\nsession thereof need be specified in any written waiver of\nnotice.\n\n     3.6.   Quorum of Stockholders.  At any meeting of the\nstockholders, whether the same be an original or an adjourned\nsession, a quorum shall consist of a majority in interest of all\nstock issued and outstanding and entitled to vote at the meeting,\nexcept in any case where a larger quorum is required by law, by\nthe certificate of incorporation or by these by-laws.  Any\nmeeting may be adjourned from time to time by a majority of the\nvotes properly cast upon the question, whether or not a quorum is\npresent.\n\n\n                                 Page 4 of 16\n\n     3.7.   Action by Vote.  When a quorum is present at any\nmeeting, whether the same be an original or an adjourned session,\na plurality of the votes properly cast for election to any office\nshall elect to such office and a majority of the votes properly\ncast upon any question other than an election to an office shall\ndecide the question, except when a larger vote is required by\nlaw, by the certificate of incorporation or by these by-laws.  No\nballot shall be required for any election unless requested by a\nstockholder present or represented at the meeting and entitled to\nvote in the election.\n\n     3.8.   Action without Meetings.  Unless otherwise provided\nin the certificate of incorporation, any action required or\npermitted to be taken by stockholders for or in connection with\nany corporate action may be taken without a meeting, without\nprior notice and without a vote, if a consent in writing, setting\nforth the action so taken, shall be signed by the holders of\noutstanding stock having not less than the minimum number of\nvotes that would be necessary to authorize or take such action at\na meeting at which all shares entitled to vote thereon were\npresent and voted.\n\n     If action is taken by unanimous consent of stockholders, the\nwriting or writings comprising such unanimous consent shall be\nfiled with the records of the meetings of stockholders.\n\n     If action is taken by less than unanimous consent of \nstockholders and in accordance with the foregoing, there shall be\nfiled with the records of the meetings of stockholders the\nwriting or writings comprising such less than unanimous consent\nand a certificate signed and attested to by the secretary that\nprompt notice was given to all stockholders of the taking of such\naction without a meeting and by less than unanimous written\nconsent.\n\n     In the event that the action which is consented to is such\nas would have required the filing of a certificate under any of\nthe provisions of the General Corporation Law of Delaware, if\nsuch action had been voted upon by the stockholders at a meeting\nthereof, the certificate filed under such provision shall state\nthat written consent has been given under Section 228 of said\nGeneral Corporation Law, in lieu of stating that the stockholders\nhave voted upon the corporate action in question, if such last\nmentioned statement is required thereby.\n\n     3.9.   Proxy Representation.  Every stockholder may \nauthorize another person or persons to act for him by proxy in all\nmatters in which a stockholder is entitled to participate,\nwhether by waiving notice of any meeting, objecting to or voting\nor participating at a meeting, or expressing consent or dissent\nwithout a meeting.  Every proxy must be signed by the stockholder\nor by his attorney-in-fact or be authorized by such other means\nas is provided in\n\n                                 Page 5 of 16\n\nSection 212 of the Delaware General Corporation\nLaw.  No proxy shall be voted or acted upon after three years\nfrom its date unless such proxy provides for a longer period.  A\nduly executed proxy shall be irrevocable if it states that it is\nirrevocable and if, and only as long as, it is coupled with an\ninterest sufficient in law to support an irrevocable power.  A\nproxy may be made irrevocable regardless of whether the interest\nwith which it is coupled is an interest in the stock itself or an\ninterest in the corporation generally.  The authorization of a\nproxy may but need not be limited to specified action, provided,\nhowever, that if a proxy limits its authorization to a meeting or\nmeetings of stockholders, unless otherwise specifically provided\nsuch proxy shall entitle the holder thereof to vote at any\nadjourned session but shall not be valid after the final adjournment \nthereof.\n\n     3.10.  Votes Per Share.  Unless otherwise provided in the\ncertificate of incorporation, each stockholder shall be entitled\nto one vote for each share of capital stock having voting power\nheld by such stockholder.\n\n     3.11.  List of Stockholders.  The officer who has charge of\nthe stock ledger of the corporation shall prepare and make, at\nleast ten days before every meeting of stockholders, a complete\nlist of the stockholders entitled to vote at such meeting,\narranged in alphabetical order and showing the address of each\nstockholder and the number of shares registered in his name.\nSuch list shall be open to examination by any stockholder, for\nany purpose germane to the meeting, during ordinary business\nhours, for at least ten days prior to the meeting either at the\nplace within the city where the meeting is to be held, which\nplace should be specified in the notice of such meeting, or at\nthe place where such meeting is to be held, and shall also be\nproduced at the time and place of the meeting during the whole\ntime thereof and subject to the inspection of any stockholder who\nmay be present.  The stock ledger shall be the only evidence as\nto who are stockholders entitled to examine such list or to vote\nin person or by proxy at such meeting.\n\n                                   SECTION 4\n\n                               Board of Directors\n\n     4.1.   Number.  The Board of Directors shall consist of one\nor more members, the number thereof to be determined from time to\ntime by resolution of the Board of Directors.  Directors need not\nbe stockholders.\n\n     4.2.   Tenure.  Except as otherwise provided by law, by the\ncertificate of incorporation or by these by-laws, each director\nshall hold office until his successor is elected and qualified,\nor until he sooner dies, resigns, is removed or becomes disqualified.\n\n                                 Page 6 of 16\n\n     4.3.  Powers.  The business of the corporation shall be managed by the\nboard of directors who shall have and may exercise all the power of the\ncorporation and do all such lawful acts and things as are not by law, the\ncertificate of incorporation or these by-laws directed or required to be\nexercised or done by the stockholders.\n\n     4.4.  Vacancies.  Vacancies and any newly created directorships\nresulting from any increase in the number of directors may be filled by vote of\nthe stockholders at a meeting called for the purpose, or by a majority of the\ndirectors then in office, although less than a quorum, or by a sole remaining\ndirector. When one or more directors shall resign from the board, effective at\na future date, a majority of the directors then in office, including those who\nhave resigned, shall have power to fill such vacancy or vacancies, the vote or\naction by writing thereon to take effect when such resignation or resignations\nshall become effective.  The directors shall have and may exercise all their\npowers notwithstanding the existence of one or more vacancies in their number,\nsubject to any requirements of law or of the certificate of incorporation or of\nthese by-laws as to the number of directors required for a quorum or for any\nvote or other action.\n\n     4.5.  Committees.  The board of directors may, by vote of a majority of\nthe whole board, (a) designate, change the membership of or terminate the\nexistence of any committee or committees, each committee to consist of one or\nmore of the directors; (b) designate one or more directors as alternate members\nof any such committee who may replace any absent or disqualified member at any\nmeeting of the committee; and (c) determine the extent to which each such\ncommittee shall have and may exercise the powers of the board of directors in\nthe management of the business and affairs of the corporation, including the\npower to authorize the seal of the corporation to be affixed to all papers\nwhich require it and the power and authority to declare dividends, to authorize\nthe issuance of stock, or to adopt a certificate of ownership and merger\npursuant to Section 253 of the General Corporation Law of Delaware; excepting,\nhowever, such powers which by law, by the certificate of incorporation or by\nthese by-laws they are prohibited from so delegating.  In the absence or\ndisqualification of any member of such committee and his alternate, if any, the\nmember or members thereof present at any meeting and not disqualified from\nvoting, whether or not constituting a quorum, may unanimously appoint another\nmember of the board of directors to act at the meeting in the place of any such\nabsent or disqualified member.  Except as the board of directors may\notherwise determine, any committee may make rules for the conduct of its\nbusiness, but unless otherwise provided by the board or such rules, its\nbusiness shall be conducted as nearly as may be in the same manner as is\nprovided by these by-laws for the conduct of the business by the board of\n\n\n\n\n                                 Page 7 of 16\n\ndirectors.  Each committee shall keep regular minutes of its \nmeetings and report the same to the board of directors upon request.\n\n     4.6.   Regular Meetings.  Regular meetings of the board of\ndirectors may be held without call or notice at such place within\nor without the State of Delaware and at such times the board may\nfrom time to time determine, provided that notice of the first\nregular meeting following any such determination shall be given\nto absent directors.  A regular meeting of the directors may be\nheld without call or notice immediately after and at the same\nplace as the annual meeting of the stockholders.\n\n     4.7.   Special Meetings.  Special meetings of the board of\ndirectors may be held at any time and at any place within or\nwithout the State of Delaware designated in the notice of the\nmeeting, when called by the chairman of the board, or by one-\nthird or more in number of the directors, reasonable notice\nthereof being given to each director by the secretary or by the\nchairman of the board or any one of the directors calling the\nmeeting.\n\n     4.8.   Notice.  It shall be reasonable and sufficient notice\nto a director to send notice by mail at least forty-eight hours\nor by telegram at least twenty-four hours before the meeting\naddressed to him at his usual or last known business or residence\naddress or to give notice to him in person or by telephone at\nleast twenty-four hours before the meeting.  Notice of a meeting\nneed not be given to any director if a written waiver of notice,\nexecuted by him before or after the meeting, is filed with the\nrecords of the meeting, or to any director who attends the\nmeeting without protesting prior thereto or at its commencement\nthe lack of notice to him.  Neither notice of a meeting nor a\nwaiver of a notice need specify the purposes of the meeting.\n\n     4.9.   Quorum.  Except as may be otherwise provided by law,\nby the certificate of incorporation or by these by-laws, at any\nmeeting of the directors a majority of the directors then in\noffice shall constitute a quorum; a quorum shall not in any case\nbe less than one-third of the total number of directors \nconstituting the whole board.  Any meeting may be adjourned from time\nto time by a majority of the votes cast upon the question,\nwhether or not a quorum is present, and the meeting may be held\nas adjourned without further notice.\n\n     4.10.  Action by Vote.  Except as may be otherwise provided\nby law, by the certificate of incorporation or by these by-laws,\nwhen a quorum is present at any meeting the vote of a majority of\nthe directors present shall be the act of the board of directors.\n\n\n                                 Page 8 of 16\n\n     4.11.  Action Without a Meeting.  Any action required or\npermitted to be taken at any meeting of the board of directors or\na committee thereof may be taken without a meeting if all the\nmembers of the board or of such committee, as the case may be,\nconsent thereto in writing, and such writing or writings are\nfiled with the records of the meeting of the board or of such\ncommittee.  Such consent shall be treated for all purposes as the\nact of the board or of such committee, as the case may be.\n\n     4.12.  Compensation.  In the discretion of the board of\ndirectors, each director may be paid such fees for his services\nas director and be reimbursed for his reasonable expenses \nincurred in the performance of his duties as director as the board\nof directors from time to time may determine.  Nothing contained\nin this Section shall be construed to preclude any director from\nserving the corporation in any other capacity and receiving\nreasonable compensation therefor.\n\n     4.13.  Interested Directors and Officers.\n\n     (a)    No contract or transaction between the corporation\nand one or more of its directors or officers, or between the\ncorporation and any other corporation, partnership, association,\nor other organization in which one or more of the corporation's\ndirectors or officers are directors or officers, or have a\nfinancial interest, shall be void or voidable solely for this\nreason, or solely because the director or officer is present at\nor participates in the meeting of the board or committee thereof\nwhich authorizes the contract or transaction, or solely because\nhis or their votes are counted for such purpose, if:\n\n            (1)  The material facts as to his relationship or\n     interest and as to the contract or transaction are disclosed\n     or are known to the board of directors or the committee, and\n     the board or committee in good faith authorizes the contract\n     or transaction by the affirmative votes of a majority of the\n     disinterested directors, even though the disinterested\n     directors be less than a quorum; or\n\n            (2)  The material facts as to his relationship or\n     interest and as to the contract or transaction are disclosed\n     or are known to the stockholders entitled to vote thereon,\n     and the contract or transaction is specifically approved in\n     good faith by vote of the stockholders; or\n\n            (3)  The contract or transaction is fair as to the\n     corporation as of the time it is authorized, approved or\n     ratified, by the board of directors, a committee thereof, or\n     the stockholders.\n\n\n                                 Page 9 of 16\n\n     (b)  Common or interested directors may be counted in\ndetermining the presence of a quorum at a meeting of the board of\ndirectors or of a committee which authorizes the contract or\ntransaction.\n\n                                   SECTION 5\n\n                              Officers and Agents\n\n     5.1.   Enumeration; Qualification.  The officers of the\ncorporation shall be a chairman of the board, a treasurer, a\nsecretary and such other officers, if any, as the board of\ndirectors from time to time may in its discretion elect or\nappoint including without limitation a vice-chairman of the\nboard, one or more vice presidents and a controller.  The \ncorporation may also have such agents, if any, as the board of \ndirectors from time to time may in its discretion choose.  Any \nofficer may be, but none except the chairman and any vice-chairman \nof the board need be, a director or stockholder.  Any two or more\noffices may be held by the same person.  Any officer may be\nrequired by the board of directors to secure the faithful \nperformance of his duties to the corporation by giving bond in such\namount and with sureties or otherwise as the board of directors\nmay determine.\n\n     5.2.   Powers.  Subject to law, to the certificate of\nincorporation and to the other provisions of these by-laws, each\nofficer shall have, in addition to the duties and power herein\nset forth, such duties and powers as are commonly incident to his\noffice and such additional duties and powers as the board of\ndirectors may from time to time designate.\n\n     5.3.   Election.  The officers may be elected to the board\nof directors at their first meeting following the annual meeting\nof the stockholders or at any other time.  At any time or from\ntime to time the directors may delegate to any officer their\npower to elect or appoint any other officer or any agents.\n\n     5.4.   Tenure.  Each officer shall hold office until the\nfirst meeting of the board of directors following the next annual\nmeeting of the stockholders and until his respective successor is\nchosen and qualified unless a shorter period shall have been\nspecified by the terms of his election or appointment, or in each\ncase until he sooner dies, resigns, is removed or becomes disqualified.  \nEach agent shall retain his authority at the pleasure\nof the directors, or the officer by whom he was appointed or the\nofficer who then holds agent appointive power.\n\n     5.5.   Chairman and Vice-Chairman of the Board of Directors.\nExcept as otherwise voted by the directors, the chairman of the\nboard shall be the chief executive officer of the corporation, he\n\n\n                                Page 10 of 16\n\nshall preside at all meetings of the stockholders and directors\nat which he is present and shall have such other powers and\nduties as the board of directors, executive committee or any\nother duly authorized committee shall from time to time designate.\n\n\n     Except as otherwise voted by the directors, the vice-chairman \nof the board, if any is elected or appointed, shall assume\nthe duties and powers of the chairman of the board in his absence\nand shall otherwise have such duties and powers as shall be\ndesignated from time to time by the board of directors.\n\n     5.6.   Vice Presidents.  Any vice presidents shall have such\nduties and powers as shall be designated from time to time by the\nboard of directors or by the chairman of the board.\n\n     5.7.   Treasurer and Assistant Treasurers.  Except as\notherwise voted by the directors, the treasurer shall be the\nchief financial officer of the corporation and shall be in charge\nof its funds and valuable papers, and shall have such other\nduties and powers as may be designated from time to time by the\nboard of directors or by the chairman of the board.  If no\ncontroller is elected, the treasurer shall also have the duties\nand powers of the controller.\n\n     Any assistant treasurers shall have such duties and powers\nas shall be designated from time to time by the board of directors,\nthe chairman of the board or the treasurer.\n\n     5.8.   Controller and Assistant Controllers.  If a controller\nis elected, he shall be the chief accounting officer of the\ncorporation and shall be in charge of its books of account and\naccounting records, and of its accounting procedures.  He shall\nhave such other duties and powers as may be designated from time\nto time by the board of directors, the chairman of the board or\nthe treasurer.\n\n     Any assistant controller shall have such duties and powers\nas shall be designated from time to time by the board of directors, \nthe chairman of the board, the treasurer or the controller.\n\n     5.9.   Secretary and Assistant Secretaries.  The secretary\nshall record all proceedings of the stockholders, of the board of\ndirectors and of committees of the board of directors in a book\nor series of books to be kept therefor and shall file therein all\nwritings of, or related to action by stockholder or director\nconsent.  In the absence of the secretary from any meeting, an\nassistant secretary, or if there be none or he is absent, a\ntemporary secretary chosen at the meeting, shall record the\nproceedings thereof.  Unless a transfer agent has been appointed\nthe secretary shall keep or cause to be kept the stock and\ntransfer\n\n\n                                Page 11 of 16\n\nrecords of the corporation, which shall contain the\nnames and record addresses of all stockholders and the number of\nshares registered in the name of each stockholder.  He shall have\nsuch other duties and powers as may from time to time be designated \nby the board of directors or the chairman of the board.\n\n     Any assistant secretaries shall have such duties and powers\nas shall be designated from time to time by the board of directors, \nthe chairman of the board or the secretary.\n                                   SECTION 6\n\n                           Resignations and Removals\n\n     6.1.   Any director or officer may resign at any time by\ndelivering his resignation in writing to the chairman of the\nboard or the secretary or to a meeting of the board of directors.\nSuch resignation shall be effective upon receipt unless specified\nto be effective at some other time, and without in either case\nthe necessity of its being accepted unless the resignation shall\nso state.  A director (including persons elected by directors to\nfill vacancies in the board) may be removed from office with or\nwithout cause by the vote of the holders of a majority of the\nshares issued and outstanding and entitled to vote in the election \nof directors.  The board of directors may at any time remove\nany officer either with or without cause.  The board of directors\nmay at any time terminate or modify the authority of any agent.\nNo director or officer resigning and (except where a right to\nreceive compensation shall be expressly provided in a duly\nauthorized written agreement with the corporation) no director or\nofficer removed, shall have any right to any compensation as such\ndirector or officer for any period following his resignation or\nremoval, or any right to damages on account of such removal,\nwhether his compensation be by the month or by the year or\notherwise; unless in the case of a resignation, the directors, or\nin the case of a removal, the body acting on the removal, shall\nin their or its discretion provide for compensation.\n\n\n                                   SECTION 7\n\n                                   Vacancies\n\n     7.1  If the office of the chairman of the board or the \ntreasurer or the secretary becomes vacant, the directors may \nelect a successor by vote of a majority of the directors then \nin office.  If the office of any other officer becomes vacant, \nany person or body empowered to elect or appoint that officer\nmay choose a successor.  Each such successor shall hold office \nfor the unexpired term, and in the case of the chairman of the \nboard, the treasurer and the secretary until his successor is \nchosen and qualified, or \n\n\n\n\n                                Page 12 of 16\n\nin each case until he sooner dies, resigns, is removed or becomes \ndisqualified.  Any vacancy of a directorship shall be filled as specified \nin Section 4.4 of these by-laws.\n\n\n                                   SECTION 8\n\n                                 Capital Stock\n\n     8.1.   Stock Certificates.  Each stockholder shall be entitled to a \ncertificate stating the number and the class and the designation of the \nseries, if any, of the shares held by him, in such form as shall, in \nconformity to law, the certificate of incorporation and the by-laws, be \nprescribed from time to time by the board of directors.  Such certificates\nshall be signed by the chairman or vice chairman of the board of directors, \nor a vice president and by the treasurer or an assistant treasurer or by \nthe secretary or an assistant secretary. Any of or all the signatures on \nthe certificate may be a facsimile.  In case any officer, transfer agent, \nor registrar who has signed or whose facsimile signature has been placed \non such certificate shall have ceased to be such officer, transfer agent, \nor registrar before such certificate is issued, it may be issued by the \ncorporation with the same effect as if he were such officer, transfer agent,\nor registrar at the time of its issue.\n\n     8.2.   Loss of Certificates.  In the case of the alleged theft, loss, \ndestruction or mutilation of a certificate of stock, a duplicate certificate \nmay be issued in place thereof, upon such terms, including receipt of a bond \nsufficient to indemnify the corporation against any claim or account thereof, \nas the board of directors may prescribe.\n\n\n                                   SECTION 9\n\n                          Transfer of Shares of Stock\n\n\n     9.1.   Transfer on Books.  Subject to the restrictions, if any, stated or\nnoted on the stock certificate, shares of stock may be transferred on the books\nof the corporation by the surrender to the corporation or its transfer agent\nof the certificate therefor properly endorsed or accompanied by a written\nassignment and power of attorney properly executed, with necessary transfer\nstamps affixed, and with such proof of the authenticity of signature as the\nboard of directors or the transfer agent of the corporation may reasonably\nrequire.  Except as may be otherwise required by law, by the certificate of\nincorporation or by these by-laws, the corporation shall be entitled to treat\nthe record holder of stock as shown on its books as the owner of such stock for\nall purposes, including \n\n\n\n\n                                Page 13 of 16\n\nthe payment of dividends and the right to receive notice and to \nvote or to give any consent with respect thereto and to be held\nliable for such calls and assessments, if any, as may lawfully \nbe made thereon, regardless of any transfer, pledge or other \ndisposition of such stock until the shares have been properly \ntransferred on the books of the corporation.\n\n     It shall be the duty of each stockholder to notify the\ncorporation of his post office address.\n\n     9.2.   Record Date and Closing Transfer Books.  In order\nthat the corporation may determine the stockholders entitled to\nnotice of or to vote at any meeting of stockholders or any\nadjournment thereof, or to express consent to corporate action in\nwriting without a meeting, or entitled to receive payment of any\ndividend or other distributions or allotment of any rights, or\nentitled to exercise any rights in respect of any change, conversion \nor exchange of stock or for the purpose of any other lawful\naction, the board of directors may fix, in advance, a record\ndate, which shall not be more than sixty nor less than ten days\n(or such longer period as may be required by law) before the date\nof such meeting, nor more than sixty days prior to any other\naction.\n\n     If no record date is fixed:\n\n     (a)  The record date for determining stockholders entitled\nto notice of or to vote at a meeting of stockholders shall be at\nthe close of business on the day next preceding the day on which\nnotice is given, or, if notice is waived, at the close of business \non the day next preceding the day on which the meeting is\nheld.\n\n     (b)  The record date for determining stockholders entitled\nto express consent to corporate action in writing without a\nmeeting, when no prior action by the board of directors is\nnecessary, shall be the day on which the first written consent is\nexpressed.\n\n     (c)  The record date for determining stockholders for any\nother purpose shall be at the close of business on the day on\nwhich the board of directors adopts the resolution relating\nthereto.\n\n     A determination of stockholders of record entitled to notice\nof or to vote at a meeting of stockholders shall apply to any\nadjournment of the meeting; provided, however, that the board of\ndirectors may fix a new record date for the adjourned meeting.\n\n\n                                Page 14 of 16\n\n                                   SECTION 10\n\n                   Indemnification of Directors and Officers\n\n     10.1.  Right to Indemnification.  Each director or officer\nof the corporation who was or is a party or is threatened to be\nmade a party to or is involved in any action, suit or proceeding,\nwhether civil, criminal, administrative or investigative (hereinafter \na 'proceeding'), by reason of the fact that he or she, or a\nperson of whom he or she is the legal representative, is or was a\ndirector or officer of the corporation or is or was serving at\nthe request of the corporation as a director, officer, employee\nor agent of another corporation or of a partnership, joint\nventure, trust or other enterprise, including service with\nrespect to employee benefit plans, whether the basis of such\nproceeding is alleged action in an official capacity or in any\nother capacity while serving as a director, officer, employee or\nagent, shall be indemnified and held harmless by the corporation\nto the fullest extent permitted by the laws of Delaware, as the\nsame exist or may hereafter be amended (but, in the case of any\nsuch amendment, only to the extent that such amendment permits\nthe corporation to provide broader indemnification rights than\nsaid law permitted the corporation to provide prior to such\namendment), against all costs, charges, expenses, liabilities and\nlosses (including attorneys' fees, judgments, fines, ERISA excise\ntaxes or penalties and amounts paid or to be paid in settlement)\nreasonably incurred or suffered by such person in connection\ntherewith and such indemnification shall continue as to a person\nwho has ceased to be a director or officer and shall inure to the\nbenefit of his or her heirs, executors and administrators:\nprovided however, that except for any proceeding seeking to\nenforce or obtain payment under any right to indemnification by\nthe corporation, the corporation shall indemnify any such person\nseeking indemnification in connection with a proceeding (or part\nthereof) initiated by such person only if the corporation has\njoined in or consented to the initiation of such proceeding (or\npart thereof).  The corporation may, by action of its Board of\nDirectors, either on a general basis or as designated by the\nBoard of Directors, provide indemnification to employees and\nagents of the corporation, and to directors, officers, employees\nand agents of the Company's subsidiaries, with the same scope and\neffect as the foregoing indemnification of directors and officers.  \nNotwithstanding anything in this Section 10 to the contrary, \nno person shall be entitled to indemnification pursuant to\nthis Section on account of any suit in which judgment is rendered\nagainst such person for an accounting of profits made from the\npurchase and sale by such person of securities of the corporation\npursuant to the provisions of Section 16(b) of the Securities\nExchange Act of 1934.\n\n\n                                Page 15 of 16\n\n     10.2.  Non-Exclusivity of Rights.  The right to indemnification \nand the payment of expenses incurred in defending a proceeding \nin advance of its final disposition conferred in this Section\n10 shall not be exclusive of any other right which any person may\nhave or hereafter acquire under any statute, provision of the\ncertificate of incorporation, by-law, agreement, vote of stockholders \nor disinterested directors or otherwise.  Each person who\nis or becomes a director or officer of the corporation shall be\ndeemed to have served or to have continued to serve in such\ncapacity in reliance upon the indemnity provided in this Section 10.\n\n     10.3.  Insurance.  The corporation may maintain insurance,\nat its expense, to protect itself and any director, officer,\nemployee or agent of the corporation or another corporation,\npartnership, joint venture, trust or other enterprise against any\nsuch expense, liability or loss, whether or not the corporation\nwould have the power to indemnify such person against such\nexpense, liability or loss under the General Corporation Law of\nDelaware.\n\n     10.4.  Expenses as a Witness.  To the extent that any\ndirector, officer, employee or agent of the corporation is by\nreason of such position, or a position with another entity at the\nrequest of the corporation, a witness in any action, suit or\nproceeding, he or she shall be indemnified against all costs and\nexpenses actually and reasonably incurred by him or her on his or\nher behalf in connection therewith.\n\n     10.5.  Indemnity Agreements.  The corporation may enter into\nindemnity agreements with the persons who are members of its\nboard of directors from time to time, and with such officers,\nemployees and agents of the corporation and with such officers,\ndirectors, employees and agents of subsidiaries as the board may\ndesignate, such indemnity agreements to provide in substance that\nthe corporation will indemnify such persons as contemplated by\nthis Section 10, and to include any other substantive or procedural \nprovisions regarding indemnification as are not inconsistent \nwith the General Corporation Law of Delaware.  The provisions \nof such indemnity agreements shall prevail to the extent\nthat they limit or condition or differ from the provisions of\nthis Section 10.\n\n     10.6.  Definition of Corporation.  For purposes of this\nSection 10 reference to 'the corporation' includes all \nconstituent corporations absorbed in a consolidation or merger as well as\nthe resulting or surviving corporation so that any person who is\nor was a director or officer of such a constituent corporation\nshall stand in the same position under the provisions of this\nSection with respect to the resulting or surviving corporation as\nhe would if he had served the resulting or surviving corporation\nin the same capacity.\n\n\n                                Page 16 of 16\n\n                                   SECTION 11\n\n                                 Corporate Seal\n\n     11.1.  The seal of the corporation shall, subject to alteration \nby the directors, consist of a flat-faced circular die with\nthe word 'Delaware' together with the name of the corporation and\nthe year of its organization, cut or engraved thereon.  The seal\nmay be used by causing it or a facsimile thereof to be impressed\nor affixed or reproduced or otherwise.\n\n\n                                   SECTION 12\n\n                              Execution of Papers\n\n     12.1.  Except as the board of directors may generally or in\nsome particular cases authorize the execution thereof in some\nother manner, all deeds, leases, transfers, contracts, bonds,\nnotes, checks, drafts and other obligations made, accepted or\nendorsed by the corporation shall be signed by the chairman of\nthe board or by one of the vice presidents or by the treasurer.\n\n\n                                   SECTION 13\n\n                                  Fiscal Year\n\n     13.1.  Except as from time to time otherwise provided by the\nboard of directors, the fiscal year of the corporation shall end\non the 31st day of December of each year.\n\n\n                                   SECTION 14\n\n                                   Amendments\n\n     14.1.  These by-laws may be made, altered, amended or\nrepealed by vote of a majority of the directors in office or by\nvote of a majority of the stock outstanding and entitled to vote.\nAny by-law, whether made, altered, amended or repealed by the\nstockholders or directors, may be altered, amended or reinstated,\nas the case may be, by either the stockholders or by the directors \nas hereinbefore provided.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6889],"corporate_contracts_industries":[9446],"corporate_contracts_types":[9573,9574],"class_list":["post-41431","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-berkshire-hathaway-inc","corporate_contracts_industries-insurance__property","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41431","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41431"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41431"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41431"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41431"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}