{"id":41441,"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-donnelley-r-r-amp-sons-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-donnelley-r-r-amp-sons-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-donnelley-r-r-amp-sons-co.html","title":{"rendered":"By-laws &#8211; Donnelley R. R. &#038; Sons Co."},"content":{"rendered":"<pre>\n                                               As Amended through March 23, 2000\n\n                                   BY-LAWS OF\n                         R. R. DONNELLEY &amp; SONS COMPANY\n\n\n                                   ARTICLE I\n                                   ---------\n\n   Section 1.1.  Principal Office.  The principal office in the State of\n   ------------  -----------------                                      \nDelaware shall be in the City of Wilmington, County of New Castle, State of\nDelaware, and the name of the resident agent in charge thereof is The\nCorporation Trust Company.\n\n   Section 1.2.  Other Offices.  The corporation may also have offices at such\n   ------------  --------------                                               \nother places both within and without the State of Delaware as the Board of\nDirectors may from time to time determine or the business of the corporation may\nrequire.\n\n\n   ARTICLE II\n   ----------\n\n                            Meetings of Stockholders\n                            ------------------------\n\n   Section 2.1.  Annual Meeting.  The annual meeting of the stockholders shall\n   ------------  ---------------                                              \nbe held on the fourth Thursday in March of each year for the purpose of electing\nDirectors of the class for which the term expires on that date and for the\ntransaction of such other business as may properly be brought before the\nmeeting.  Such meeting shall be held at eight o'clock in the morning or such\nother time during normal business hours as may be fixed by the Board of\nDirectors and stated in the notice of the meeting.  If the day fixed for the\nannual meeting shall be a legal holiday, the Board of Directors may, subject to\nthe provisions of Article X hereof, designate another day on which such meeting\nshall be held.  If the election of Directors shall not be held on the date\ndesignated for any annual meeting, or any adjournment thereof, the Board of\nDirectors shall cause the election to be held at a special meeting of the\nstockholders as soon thereafter as conveniently may be.\n\n   Except as otherwise provided by statute or the certificate of incorporation,\nthe only business which properly shall be conducted at any annual meeting of the\nstockholders shall (i) have been specified in the written notice of the meeting\n(or any supplement thereto) given as provided in Section 2.4, (ii) be brought\nbefore the meeting by or at the direction of the Board of Directors or the\nofficer of the corporation presiding at the \n\n \nmeeting or (iii) have been specified in a written notice (a 'Stockholder Meeting\nNotice') given to the corporation, in accordance with all of the following\nrequirements, by or on behalf of any stockholder who is entitled to vote at such\nmeeting. Each Stockholder Meeting Notice must be delivered personally to, or be\nmailed to and received by, the Secretary of the corporation at the principal\nexecutive offices of the corporation in the City of Chicago, State of Illinois,\nnot less than 60 days nor more than 90 days prior to the annual meeting;\nprovided, however, that in the event that less than 75 days' notice or prior\npublic disclosure of the date of the annual meeting is given or made to\nstockholders, notice by the stockholder to be timely must be received not later\nthan the close of business on the tenth day following the day on which such\nnotice of the date of the annual meeting was mailed or such public disclosure\nwas made, whichever first occurs. Each Stockholder Meeting Notice shall set\nforth: (i) a description of each item of business proposed to be brought before\nthe meeting and the reasons for conducting such business at the annual meeting;\n(ii) the name and record address of the stockholder proposing to bring such item\nof business before the meeting and the reasons for conducting such business at\nthe annual meeting; (iii) the class and number of shares of stock held of\nrecord, owned beneficially and represented by proxy by such stockholder as of\nthe record date for the meeting (if such date shall then have been made publicly\navailable) and as of the date of such Stockholder Meeting Notice and (iv) all\nother information which would be required to be included in a proxy statement\nfiled with the Securities and Exchange Commission if, with respect to any such\nitem of business, such stockholder were a participant in a solicitation subject\nto Section 14 of the Securities Exchange Act of 1934. No business shall be\nbrought before any annual meeting of stockholders of the corporation otherwise\nthan as provided in this Section; provided, however, that nothing contained in\nthis Section shall be deemed to preclude discussion by any stockholder of any\nbusiness properly brought before the annual meeting. The officer of the\ncorporation presiding at the annual meeting of stockholders shall, if the facts\nso warrant, determine that business was not properly brought before the meeting\nin accordance with the provisions of this Section and, if he should so\ndetermine, he should so declare to the meeting and any such business so\ndetermined to be not properly brought before the meeting shall not be\ntransacted. (Amended 10\/27\/94)\n\n   Section 2.2.  Special Meetings.  Special meetings of the stockholders, for\n   ------------  -----------------                                           \nany purpose or purposes, unless otherwise prescribed by statute or by the\ncertificate of incorporation, may be called by the Chief Executive Officer,\nPresident, or the Chairman of the Board, and shall be called by the Secretary\npursuant to a resolution \n\n                                                                               2\n\n \nduly adopted by the affirmative vote of a majority of the whole Board of\nDirectors. Such call shall state the purposes of the proposed meeting. Business\ntransacted at any special meeting shall be limited to the general objectives\nstated in the call. (Amended 12\/15\/88)\n\n   Section 2.3.  Place of Meeting.  All meetings of stockholders for the\n   ------------  -----------------                                      \nelection of Directors shall be held in the City of Chicago, County of Cook,\nState of Illinois and the Board of Directors is authorized to fix the place\nwithin the City of Chicago for the holding of such meeting.  Meetings of\nstockholders for any other purpose may be held at such place, within or without\nthe State of Delaware, and time as shall be stated in the notice of the meeting\nor in a duly executed waiver of notice thereof.  (Amended 1\/9\/57)\n\n   Section 2.4.  Notice of Meetings.  Written or printed notice stating the\n   ------------  -------------------                                       \nplace, day and hour of the meeting and, in case of a special meeting, the\npurpose or purposes for which the meeting is called, shall be delivered not less\nthan ten nor more than fifty days before the date of the meeting, either\npersonally or by mail, by or at the direction of the Board of Directors, the\nChief Executive Officer, the Chairman of the Board or the President, to each\nstockholder of record entitled to vote at such meeting.  If mailed, such notice\nshall be deemed to be delivered when deposited in the United States mail in a\nsealed envelope addressed to the stockholder at his address as it appears on the\nrecords of the corporation, with postage thereon prepaid.  (Amended 12\/15\/88)\n\n   Section 2.5.  Closing Transfer Books or Fixing Record Date.  The Board of\n   ------------  ---------------------------------------------              \nDirectors may close the stock transfer books of the corporation for a period not\nexceeding fifty (50) days preceding the date of any meeting of stockholders, or\nthe date for payment of any dividend, or the date for the allotment of rights or\nthe date when any change, or conversion or exchange of capital stock shall go\ninto effect or for a period of not exceeding fifty (50) days in connection with\nobtaining the consent of stockholders for any purpose.  In lieu of closing the\nstock transfer books as aforesaid, the Board of Directors may fix in advance a\ndate, not exceeding fifty (50) days preceding the date of any meeting of the\nstockholders, or the date for payment of any dividend, or the date for the\nallotment of rights, or the date when any change, or conversion or exchange of\ncapital stock shall go into effect, or a date in connection with obtaining such\nconsent, as a record date for the determination of the stockholders entitled to\nnotice of, and to vote at, any such meeting and any adjournment thereof, or\nentitled to receive payment of any such dividend, or to any such allotment of\nrights, or to exercise the rights in respect of any such change, conversion or\nexchange of capital stock, or to give such \n\n                                                                               3\n\n \nconsent and in such case such stockholders and only such stockholders as shall\nbe stockholders of record on the date so fixed shall be entitled to such notice\nof and to vote at, such meeting and any adjournment thereof, or to receive\npayments of such dividend, or to receive such allotment of rights, or to\nexercise such rights, or to give such consent, as the case may be\nnotwithstanding any transfer of any stock on the books of the corporation after\nany such record date fixed as aforesaid.\n\n   Section 2.6.  Voting List.  At least ten days before every election of\n   ------------  ------------                                            \nDirectors, a complete list of the stockholders entitled to vote at such\nelection, arranged in alphabetical order with the residence of and the number of\nvoting shares held by each, shall be prepared by the Secretary.  Such list shall\nbe open at the place where said election is to be held for ten days, to the\nexamination of any stockholders, and shall be produced and kept at the time and\nplace of election during the whole time thereof, and subject to the inspection\nof any stockholder who may be present.\n\n   Section 2.7.  Quorum.  The holders of a majority of the stock issued and\n   ------------  -------                                                   \noutstanding and entitled to vote thereat, present in person or represented by\nproxy, shall constitute a quorum at any meeting of stockholders for the\ntransaction of business except as otherwise provided by statute or by the\ncertificate of incorporation.  If, however, such quorum shall not be present or\nrepresented at any meeting of stockholders, the stockholders entitled to vote\nthereat, present in person or represented by proxy, shall have power to adjourn\nthe meeting from time to time, without notice other than announcement at the\nmeeting, until a quorum shall be present or represented.  At such adjourned\nmeeting at which a quorum shall be present or represented any business may be\ntransacted which might have been transacted at the meeting as originally\nnotified.\n\n   Section 2.8.  Proxies.  At all meetings of stockholders a stockholder may\n   ------------  --------                                                   \nvote by proxy properly submitted by the stockholder or his duly authorized\nattorney-in-fact.  Such proxy shall be filed with the Secretary of the\ncorporation before or at the time of the meeting.  No proxy shall be valid after\neleven months from the date of its execution, unless otherwise provided in the\nproxy.  (Amended 1\/28\/99)\n\n   Section 2.9.  Voting.  When a quorum is present at any meeting of\n   ------------  -------                                            \nstockholders, the affirmative vote of the holders of a majority of the shares\npresent in person or represented by proxy at the meeting and entitled to vote on\nthe subject matter shall decide any question brought before such meeting, unless\nthe question is one upon which, by express provision of the statutes, the\ncertificate of incorporation or these by-laws, a \n\n                                                                               4\n\n \ndifferent vote is required, in which case such express provision shall govern\nand control the decision of such question. Every stockholder having the right to\nvote shall be entitled to vote in person, or by proxy appointed by an instrument\nin writing subscribed by such stockholder and bearing a date not more than\neleven months prior to voting, unless such instrument provides for a longer\nperiod. Every such stockholder shall have one vote for each share of stock\nhaving voting power registered in his name on the books of the corporation.\nExcept where the transfer books of the corporation shall have been closed or a\ndate shall have been fixed as a record date for the determination of its\nstockholders entitled to vote, no share of stock shall be voted on at any\nelection for Directors which has been transferred on the books of the\ncorporation within twenty days next preceding such election of Directors.\n(Amended 1\/28\/93)\n\n   Section 2.10.  Voting of Stock of Certain Holders.  Shares standing in the\n   -------------  -----------------------------------                        \nname of another corporation, domestic or foreign, may be voted by such officer,\nagent or proxy as the by-laws of such corporation may prescribe or, in the\nabsence of such provision, as the Board of Directors of such corporation may\ndetermine.  Shares standing in the name of a deceased person may be voted by\nexecutor or administrator of such deceased person, either in person or by proxy.\nShares standing in the name of a guardian, conservator or trustee may be voted\nby such fiduciary, either in person or by proxy, but no such fiduciary shall be\nentitled to vote shares held in such fiduciary capacity without a transfer of\nsuch shares into the name of such fiduciary.  Shares standing in the name of a\nreceiver may be voted by such receiver.  A stockholder whose shares are pledged\nshall be entitled to vote such shares, unless in the transfer by the pledger or\non the books of the corporation, he has expressly empowered the pledgee to vote\nthereon, in which case only the pledgee, or his proxy, may represent the stock\nand vote thereon.\n\n   Section 2.11.  Treasury Stock.  The corporation shall not vote shares of its\n   -------------  ---------------                                              \nown stock directly or indirectly; and such shares shall not be counted in\ndetermining the total number of outstanding shares.\n\n   Section 2.12.  Election of Directors.  When a quorum is present at any\n   ------------   ---------------------                                  \nmeeting of stockholders, directors shall be elected by a plurality of the votes\nof the shares present in person or represented by proxy at such meeting of\nstockholders and entitled to vote on the election of directors.  (New Section\n10\/22\/92)\n\n                                  ARTICLE III\n                                  -----------\n\n                                   Directors\n                                   ---------\n\n                                                                               5\n\n \n   Section 3.1.  General Powers.  The property and business of the corporation\n   ------------  ---------------                                              \nshall be managed by its Board of Directors which may exercise all such powers of\nthe corporation and do all such lawful acts and things as are not by statute or\nby the certificate of incorporation or by these by-laws directed or required to\nbe exercised or done by the stockholders.  (Amended 9\/28\/90)\n\n   Without limiting the generality of the foregoing, it shall be the\nresponsibility of the Board of Directors to establish broad objectives and the\ngeneral course of the business, determine basic policies, appraise the adequacy\nof overall results, and generally represent and further the interests of the\nCompany's stockholders and insure the most effective use of the Company's\nassets.\n\n   Several examples of the responsibilities of the Board are as follows:\n\n   1. Establish broad Company objectives and basic policies and maintain overall\n      control of the business.\n\n   2. Make necessary revisions of the by-laws (in accordance with Article X).\n\n   3. Determine dividend action (in accordance with Article VIII).\n\n   4. Authorize necessary action with respect to issuance of new securities and\n      listing securities for trading on exchanges.\n\n   5. Fix time and place and take other necessary action with respect to\n      stockholders meetings (in accordance with Article II).\n\n   6. Approve issuance of stock certificates to replace those lost or destroyed\n      (in accordance with Section 7.2).\n\n   7. Fill Vacancies in the Board of Directors (in accordance with Section 3.8).\n\n   8. Elect the officers of the corporation (in accordance with Section 4.2.)\n      and appraise their performance.\n\n   9. Determine the basic organization structure of the business.\n\n  10. Authorize any necessary action with respect to loans and pledging of\n      assets (in accordance with Section 6.2.).\n\n                                                                               6\n\n \n  11. Designate officers authorized to buy or sell corporate investment\n      securities.\n\n  12. Designate persons authorized to execute contracts and other documents\n      requiring signatures of officers or specific individuals (in accordance\n      with Section 6.1).\n\n  13. Select, or designate those authorized to select, depositaries for\n      corporate funds and investment securities and designate check signatories\n      and persons authorized to have access to safe deposit boxes (in accordance\n      with Sections 6.3 and 6.4).\n\n   14. Approve proposals to convey corporate-owned land or buildings or\n       designate those authorized to take such action.\n\n   15. Designate the person or persons authorized to appoint proxies to vote\n       stock in subsidiary and other concerns in which the corporation has a\n       significant interest and the person or persons authorized to determine\n       who shall serve as Directors in representing the parent corporation in\n       such concerns.\n\n   16. Designate stock transfer agents, registrars, and paying agents with\n       respect to corporate securities and other special purpose agents.\n\n   17. Procure special professional services required by and for the Board.\n\n   18. Provide for issuance of an annual report to stockholders and such other\n       reports and notices as the Board deems advisable.\n\n   19. Employ, upon recommendation of the Audit Committee (in accordance with\n       Section 3.13), public accountants to audit the corporation's financial\n       statements.\n\n   20. Review and approve new employee benefit plans and major revisions of\n       employee stock incentive plans.\n\n   21. Review and approve the actions of the Executive Committee as reported in\n       the minutes of their meetings.\n\n   22. Approve the annual operating budget.\n\n   23. Review and approve the annual capital budget.\n\n   24. Direct the manner of handling matters outside the ordinary course of\n       business of the corporation.\n\n                                                                               7\n\n \n   Section 3.2.  Number, Election and Term.  The number of Directors which shall\n   ------------  --------------------------                                     \nconstitute the whole Board shall be ten (10) of whom four (4) shall be Directors\nof the First Class, three (3) shall be Directors of the Second Class and three\n(3) shall be Directors of the Third Class.  The term of office of each class\nshall be three years, with the term of one class expiring in each year, and the\nsuccessors to the class of Directors whose terms shall expire shall be elected\nat each annual election or adjournment thereof.  Each Director shall hold office\nuntil his successor shall be elected and shall qualify or until his earlier\nresignation or removal.  Directors need not be residents of Delaware or\nstockholders.  (Amended 9\/29\/95, 11\/7\/96, 3\/18\/97, 12\/1\/97, 3\/25\/99, 3\/23\/00)\n\n   Section 3.3.  Meetings.  The Board of Directors may hold meetings, both\n   ------------  ---------                                                \nregular and special, either within or without the State of Delaware.  Regular\nmeetings of the Board of Directors may be held without notice at such time and\nsuch place as may from time to time be determined by the Board.  Special\nmeetings of the Board of Directors may be called by or at the request of the\nChief Executive Officer, the Chairman of the Board, a Vice Chairman, President,\nor any two directors.  (Amended 12\/15\/88)\n\n   Section 3.4.  Notice.  Notice of any special meeting of the Board of\n   ------------  -------                                               \nDirectors stating the place, date and hour of the special meeting shall be given\nin writing to each director, either personally, or by mail, telex, telegram or\ncable, addressed to the director's residence or usual place of business, not\nless than two days before the date of such meeting, or by such other means,\nwhether or not in writing, and within such lesser period, as circumstances\nrequire in the reasonable judgment of the person calling the meetings.  If\nmailed, such notice shall be deemed to be given at the time when it is deposited\nin the United States mail with first class postage prepaid.  Notice by telegram\nor cable shall be deemed given when the notice is delivered to the telegraph or\ncable company; notice by telex shall be deemed given when the notice is\ntransmitted by telex.  Any director may waive notice of any meeting.  The\nattendance of a director at any meeting shall constitute a waiver of notice at\nsuch meeting, except where the director attends the meeting for the express\npurpose of objecting to the transaction of any business because the meeting is\nnot lawfully called or convened.  Neither the business to be transacted at, nor\nthe purpose of, any special meeting of the Board of Directors need be specified\nin the notice or waiver of notice of such meeting, unless otherwise provided by\nstatute, the Certificate of Incorporation or these By-Laws.  (Amended 6\/24\/76)\n\n                                                                               8\n\n \n   Section 3.5.  Quorum.  A majority of the Board of Directors shall constitute\n   ------------  -------                                                       \na quorum for the transaction of business at any meeting of the Board of\nDirectors, provided, that if less than a majority of the Directors are present\nat said meeting, a majority of the Directors present may adjourn the meeting\nfrom time to time without further notice.  (Renumbered 6\/24\/76)\n\n   Section 3.6.  Manner of Acting.  The act of the majority of the Directors\n   ------------  -----------------                                          \npresent at a meeting at which a quorum is present shall be the act of the Board\nof Directors.  (Renumbered 6\/24\/76)\n\n   Section 3.7.  Use of Communications Equipment.  Members of the Board of\n   ------------  --------------------------------                         \nDirectors, or any committee thereof, may participate in a meeting of the Board\nof Directors or committee by means of conference telephone or similar\ncommunications equipment by means of which all persons participating in the\nmeeting can hear each other, and participation in a meeting pursuant to this\nsection shall constitute presence in person at such meeting.  (New Section\n6\/24\/76)\n\n   Section 3.8.  Vacancies and Additional Directors.  Any director may resign at\n   ------------  -----------------------------------                            \nany time upon written notice to the corporation.  If any vacancy occurs in the\nBoard of Directors caused by death, resignation, retirement, disqualification or\nremoval from office of any Director, or otherwise, or if any new directorship is\ncreated by any increase in the authorized number of Directors, a majority of the\nDirectors then in office, though less than a quorum may choose a successor or\nfill the newly created directorship; and a Director so chosen shall hold office\nuntil the next annual election at which Directors of the class to which he was\nchosen are elected and until his successor shall be duly elected and shall\nqualify or until his earlier resignation or removal.  (Amended 3\/26\/70)\n\n   Section 3.9.  Compensation.  Directors who are not full-time employees of the\n   ------------  -------------                                                  \nCompany shall receive a stated salary and may receive options to purchase shares\nof the Company's stock as provided under the Company's stock plans, for their\nservices, and, in addition thereto, shall receive a fixed fee and expenses, if\nany, for attendance at each regular or special meeting of the Board of Directors\nfrom time to time.  Directors who are full-time employees of the Company shall\nnot receive any compensation for their services as such; provided that nothing\nherein contained shall be construed to preclude any Director from serving the\ncorporation in any other capacity and receiving compensation thereof.  (Amended\n3\/28\/91)\n\n   Section 3.10.  Executive Committee.  The Board of Directors, by resolution\n   -------------  --------------------                                       \nadopted by a majority of the\n\n                                                                               9\n\n \nwhole Board, may designate not fewer than three nor more than seven Directors to\nconstitute an Executive Committee. The Chairman of the Executive Committee shall\nbe the Chief Executive Officer. The Executive Committee shall have and exercise\nall of the authority of the Board of Directors in the management of the\ncorporation, except that such Committee shall not have the power to take\nspecific actions which have been delegated to other committees of the Board and\nshall not be empowered to take action with respect to: declaring dividends;\nissuing bonds, debentures, or the borrowing of moneys except within limits\nexpressly approved by the Board of Directors; amending by-laws; filling\nvacancies and newly created directorships in the Board of Directors; removing\nDirectors of the corporation; mergers or consolidations; the sale, lease or\nexchange of all or substantially all of the assets of the corporation;\ndissolution; or any other action requiring the approval of stockholders. The\ndesignation of such Committee and the delegation thereto of authority shall not\noperate to relieve the Board of Directors or any member thereof of any\nresponsibility imposed upon it or him by law. (Amended 9\/28\/90, 10\/26\/95)\n\n   Section 3.11.  Finance Committee.  The Board of Directors, by resolution\n   -------------  ------------------                                       \nadopted by a majority of the whole Board, may designate not fewer than three nor\nmore than seven Directors, a majority of whom shall not be employees of the\nCompany, to constitute a Finance Committee, which Committee is charged with\nreviewing the overall financial policies of the Company and making\nrecommendations to the Board regarding the Company's financial condition and\nrequirements for and disposition of funds, including:  capital structure,\nraising long-term capital, dividend policy, and material changes in the\nCompany's financial position with respect to cash, investments, debt and\naccounts receivable.  The Committee shall review the performance and management\nof the Company's Retirement Benefit Plan including the investment policy, the\nperformance of the Investment Trustee on a regular periodic basis, the\nreasonableness of the actuarial assumptions in relation to investment\nperformance, the funding status of the Plan and shall make recommendations with\nrespect to the selection of one or more investment trustees or other investment\nagencies, and undertake such other studies and make such other recommendations\nto the Board as it may deem desirable with respect to the Investment Trust of\nthe Retirement Benefit Plan.  (Amended and Renamed 9\/28\/90, 10\/26\/95)\n\n   Section 3.12.  Human Resources Committee.  The Board of Directors, by\n   -------------  --------------------------                            \nresolution adopted by a majority of the whole Board, may designate not fewer\nthan three nor more than seven Directors who are not employees of the Company,\nto constitute a Human Resources Committee.  The Human Resources Committee shall\ndetermine the annual \n\n                                                                              10\n\n \nsalary, bonus and other benefits of selected senior officers and key management\nemployees of the Company and review, as appropriate, performance standards under\ncompensation programs for key employees. The Human Resources Committee shall\nalso recommend to the Board candidates for election as corporate officers.\n\n   The Human Resources Committee shall recommend new employee benefit plans and\nchanges to stock incentive plans to the Board, approve amendments to the non-\nstock employee benefit plans of the Company and oversee the administration of\nall of the Company's employee benefit plans.  The Human Resources Committee may\ndelegate to one or more officers of the Company the power to approve any\namendment of any non-stock employee benefit plan of the Company or the Donnelley\nTax Credit Stock Ownership Plan which in the reasonable opinion of such officer\nwill not materially affect the costs to the Company of, or benefits under, such\nplans.  (Amended 7\/22\/93, 10\/26\/95, 1\/25\/96)\n\n   Section 3.13.  Audit Committee.  The Board of Directors, by resolution\n   -------------  ----------------                                       \nadopted by a majority of the whole Board, may designate not fewer than three nor\nmore than seven Directors who are not employees of the Company to constitute an\nAudit Committee, which Committee shall review on behalf of the stockholders of\nthe Company: the qualifications and services of the independent public\naccountants employed by the Company from time to time to audit the books of the\nCompany, the scope of their audits, the adequacy of their audit reports, and\nrecommendations made by them.  The Committee may also make such reviews of\ninternal financial audits and controls as the Committee considers desirable.\n\n   The Audit Committee will recommend to the Board the selection of the\nindependent public accountants.\n\n   The Audit Committee shall review the Company's financial disclosure\ndocuments, management perquisites, significant developments in accounting\nprinciples and significant proposed changes in  financial statements.  The Audit\nCommittee shall also review and monitor the Company's codes of conduct to guard\nagainst significant conflicts of interest and dishonest, unethical or illegal\nactivities.  The Audit Committee shall review periodically the performance of\nthe Company's accounting and financial personnel, and shall review material\nlitigation and regulatory proceedings and other issues relating to potentially\nsignificant corporate liability.  (Amended 9\/28\/90, 10\/26\/95)\n\n   Section 3.14.  Corporate Responsibility and Governance Committee.  The Board\n   -------------  --------------------------------------------------           \nof Directors, by resolution adopted by a majority of the whole Board, may\ndesignate not fewer than three nor more than seven Directors to constitute a\nCorporate Responsibility and Governance Committee, which \n\n                                                                              11\n\n \nCommittee shall oversee the Company's commitment to employee health and safety,\nequal employment opportunity and the environment.\n\nThe Committee shall also recommend to the Board nominees for election to the\nBoard of Directors in connection with any meeting of stockholders at which\ndirectors are to be elected and persons for appointment to fill any Board\nvacancy which the Board of Directors is authorized under the By-Laws to fill,\nand may also recommend to the Board policies or guidelines concerning criteria\nfor Board membership, the structure and composition of Board Committees, the\nsize and composition of the Board and the selection, tenure and retirement of\nDirectors and matters related thereto. (Amended 9\/28\/90, 10\/26\/95, 1\/25\/96,\n9\/25\/97)\n\n     Section 3.15.  Other Committees.  The Board of Directors, by resolution\n     -------------  -----------------                                       \nadopted by a majority of the whole Board, may designate two or more Directors to\nconstitute committees other than the Executive Committee, Finance Committee,\nHuman Resources Committee, Audit Committee and Corporate Responsibility and\nGovernance Committee, which committees shall have and exercise such authority as\nmay be provided for in the resolution creating such committee.  (Amended\n9\/28\/90, 1\/25\/96, 9\/25\/97)\n\n     Section 3.16.  Honorary Directors.  The Board of Directors may select from\n     -------------  -------------------                                        \ntime to time, and for such periods of time as it may deem appropriate, one or\nmore past Chairmen of the Board, Presidents or Chief Executive Officers elected\na Director prior to September 28, 1990, to serve as Honorary Directors. Honorary\nDirectors shall be entitled to receive notice of and to attend all meetings of\nthe Board of Directors, to receive copies of all reports or other communications\nmade to the Board of Directors, to give counsel and advice on any subject, to\nreceive such fees and expense reimbursements as may be provided from time to\ntime by the Board of Directors. The Board of Directors, Chief Executive Officer,\nChairman of the Board or President may invite an Honorary Director to attend\nmeetings of any committee of the Board of Directors or to undertake temporary\nassignments, but this shall not preclude any other arrangements, consulting or\notherwise, between the corporation and an Honorary Director. The presence or\nabsence of an Honorary Director shall not be counted for purposes or determining\nthe existence of a quorum. Honorary Directors shall not have the right to vote\non any matters voted on by the Board of Directors or any of the rights, duties,\nprivileges, or responsibilities of Directors of the corporation. (Amended\n9\/28\/90)\n\n     Section 3.17.  Nomination of Directors.  Except as otherwise fixed pursuant\n     -------------  ------------------------                                    \nto the certificate of incorporation relating to the rights of the holders of \n\n                                                                              12\n\n \nany one or more classes or series of Preferred Stock issued by the corporation,\nacting separately by class or series, to elect, under specified circumstances,\ndirectors at a meeting of stockholders, nominations for the election of\ndirectors may be made by the Board of Directors or a committee appointed by the\nBoard of Directors pursuant to Section 3.14 or by any stockholder entitled to\nvote in the election of directors generally. However, any stockholder entitled\nto vote in the election of directors generally may nominate one or more persons\nfor election as directors at a meeting at which directors are to be elected only\nif written notice of such stockholder's intent to make such nomination or\nnominations has been delivered personally to, or been mailed to and received by,\nthe Secretary of the corporation at the principal executive offices of the\ncorporation in the City of Chicago, State of Illinois, not less than 60 days nor\nmore than 90 days prior to the meeting; provided, however, that, in the event\nthat less than 75 days' notice or prior public disclosure of the date of the\nmeeting is given or made to stockholders, notice by the stockholder to be timely\nmust be so received not later than the close of business on the tenth day\nfollowing the day on which such notice of the date of the meeting was mailed or\nsuch public disclosure was made, whichever first occurs. Each such notice shall\nset forth: (i) the name and record address of the stockholder who intends to\nmake the nomination; (ii) the name, age, principal occupation or employment,\nbusiness address and residence address of the person or persons to be nominated;\n(iii) the class and number of shares of stock held of record, owned beneficially\nand represented by proxy by such stockholder and by the person or persons to be\nnominated as of the record date for the meeting (if such date shall then have\nbeen made publicly available) and of the date of such notice; (iv) a\nrepresentation that the stockholder intends to appear in person or by proxy at\nthe meeting to nominate the person or persons specified in the notice; (v) a\ndescription of all arrangements or understandings between such stockholder and\neach nominee and any other person or persons (naming such person or persons)\npursuant to which the nomination or nominations are to be made by such\nstockholder; (vi) such other information regarding each nominee proposed by such\nstockholder as would be required to be included in a proxy statement filed\npursuant to the Securities Exchange Act of 1934 and the proxy rules of the\nSecurities and Exchange Commission; and (vii) the consent of each nominee to\nserve as a director of the corporation if so elected. The corporation may\nrequire any proposed nominee to furnish such other information as may reasonably\nbe required by the corporation to determine the eligibility of such proposed\nnominee to serve as a director of the corporation. The officer of the\ncorporation presiding at the annual meeting of stockholders shall, if the facts\nso warrant, determine\n\n                                                                              13\n\n \nthat a nomination was not made in accordance with the provisions of this\nSection, and if he should so determine, he should so declare to the meeting and\nthe defective nomination shall be disregarded. No person shall be eligible for\nelection as a director of the corporation unless nominated in accordance with\nthe procedures set forth herein. (Added 3\/24\/88)\n\n\n                                  ARTICLE IV\n                                  ----------\n\n                          Officers of the Corporation\n                          ---------------------------\n\n     Section 4.1.  Officers and Number. The officers of the corporation shall be\n     ------------  --------------------                                   \na Chief Executive Officer, a Chairman of the Board, one or more Vice Chairmen, a\nPresident, one or more Executive Vice Presidents, one or more Business Unit\nPresidents, one or more Senior Vice Presidents, one or more Vice Presidents, a\nSecretary, a Treasurer, a Controller, a General Counsel, one or more Assistant\nSecretaries, one or more Assistant General Counsels, one or more Assistant\nTreasurers and one or more Assistant Controllers. Any two or more offices may be\nheld by the same person except the offices of President and Secretary. The Board\nof Directors may distinguish among officers bearing the same title by the\naddition of other designations, such as Chief Financial Officer or the like. The\nChief Executive Officer shall be either the Chairman, a Vice Chairman or the\nPresident, as designated by the Board of Directors. The Board of Directors may\nelect an Honorary Director to the office of Honorary Chairman of the Board.\n(Amended 1\/27\/94, 11\/20\/97)\n\n     Section 4.2.  Election and Term of Office.  The officers of the corporation\n     ------------  ----------------------------                                 \nshall be elected annually by the Board of Directors at the first meeting of the\nBoard of Directors held after each annual meeting of the stockholders. If the\nelection of officers shall not be held at such meeting, such election shall be\nheld as soon thereafter as conveniently may be. Vacancies may be filled or new\noffices created and filled at any meeting of the Board of Directors. Each\nofficer shall hold office until his successor shall have been duly elected and\nshall have qualified or until his death or until he shall resign or shall have\nbeen removed in the manner hereinafter provided. (Adopted 10\/21\/60)\n\n     Section 4.3.  Removal. Any officer elected by the Board of Directors may be\n     ------------  --------                                               \nremoved by the Board of Directors whenever in its judgment the best interests of\nthe corporation would be served thereby. (Amended 12\/15\/88)\n\n     Section 4.4.  Vacancies.  A vacancy in any office because of death,\n     ------------  ----------                                           \nresignation, removal, disqualification \n\n                                                                              14\n\n \nor otherwise, may be filled by the Board of Directors for the unexpired portion\nof the term. (Adopted 10\/21\/60)\n\n     Section 4.5.  Salaries.  No officer shall be prevented from receiving a\n     ------------  ---------                                                \nsalary for his services as an officer by reason of the fact that he is also a\nDirector of the corporation.\n\n     Section 4.6.  Chief Executive Officer.  The Chief Executive Officer shall\n     ------------  ------------------------                                   \nhave overall supervision of, and responsibility for, the business, and shall\ndirect the affairs and policies of the corporation.  (Adopted 12\/15\/88)\n\n     Section 4.7.  Chairman of the Board. The Chairman of the Board shall\n     ------------  ----------------------\npreside at all meetings of the stockholders and Board of Directors. The Chairman\nof the Board shall perform such other duties and responsibilities as may be\nassigned to him by the Board of Directors. (Amended 9\/28\/90)\n\n     Section 4.8.  Vice Chairmen of the Board.  The Vice Chairmen of the Board\n     ------------  ---------------------------                                \nshall, in the absence of the Chairman of the Board (in the order prescribed by\nthe Board), preside at all meetings of the stockholders and Board of Directors,\nand shall perform such other duties as may be assigned to them by the Board of\nDirectors.  (Amended 12\/15\/88)\n\n     Section 4.9.  Honorary Chairman of the Board.  The Honorary Chairman of the\n     ------------  -------------------------------                              \nBoard shall consult with the Chief Executive Officer and other officers of the\ncorporation, as he or they shall determine, with respect to the general policies\nand affairs of the corporation, and shall have such authority and perform such\nduties as from time to time may be prescribed by the Board of Directors or as\nmay be granted by the Chief Executive Officer. (Renumbered 9\/28\/90)\n\n     Section 4.10. President.  Subject to the supervision and direction of the\n     ------------- ----------                                                 \nChief Executive Officer, the President shall have responsibility for such of the\noperations and other functions of the corporation as may be assigned to him. The\nPresident shall perform such other duties and responsibilities as may be\nassigned to him by the Chief Executive Officer. In the absence of the Chairman\nof the Board and Vice Chairmen of the Board, the President shall preside at\nmeetings of the stockholders and Board of Directors. (Renumbered and Amended\n9\/28\/90)\n\n     Section 4.11. Vice Presidents.  Each Vice President shall have such\n     ------------- ----------------                                     \ncorporate powers, if any, as may be assigned to him from time to time by the\nBoard of Directors, Chief Executive Officer, Chairman of the Board or the\nPresident.  (Renumbered 9\/28\/90)\n\n                                                                              15\n\n \n     Section 4.12.  Senior Vice Presidents. Each Senior Vice President shall\n     ------------   -----------------------\nhave such corporate powers, if any, as may be assigned to him by the Board of\nDirectors, Chief Executive Officer, Chairman of the Board or the President.\n(Renumbered 9\/28\/90)\n\n     Section 4.13.  Business Unit Presidents.  The Board of Directors may from\n     -------------  -------------------------                                 \ntime to time designate as Business Unit President one or more of the individuals\nwho occupies the position of senior officer heading a business unit consisting\nof one or more divisions and\/or one or more sales units and who reports to one\nor more of the senior officers of the corporation.  (Added 1\/27\/94; Amended and\nRenumbered 11\/20\/97; Amended 1\/28\/00)\n\n     Section 4.14.  Executive Vice Presidents.  The Board of Directors may\n     -------------  --------------------------                            \ndesignate as an Executive Vice President the officer to whom one or more other\nsenior officers of this corporation reports.  (Amended and Renumbered 1\/27\/94;\nRenumbered 11\/20\/97)\n\n     Section 4.15.  Order of Succession. Such of the directors of the\n     -------------  -------------------                                   \ncorporation as shall be designated by resolution of the Board of Directors, and\nin the order of such designation, shall in the absence of the Chairman of the\nBoard perform the duties of the Chairman of the Board and shall have all of the\npowers and shall be subject to any restrictions imposed upon the Chairman.\n\n     Such of the officers of the corporation as may be designated by resolution\nof the Board of Directors, and in the order of such designation, shall in the\nabsence of the Chief Executive Officer, perform the duties of the Chief\nExecutive Officer and when so acting shall have all the powers of and be subject\nto any restrictions imposed upon the Chief Executive Officer.\n\n     Such of the officers of the corporation as may be designated by resolution\nof the Board of Directors, and in the order of such designation, shall in the\nabsence of the President perform the duties of the President and when so acting\nshall have all the powers of and be subject to any restrictions imposed upon the\nPresident. (Renumbered 1\/27\/94, 11\/20\/97)\n\n     Section 4.16.  Secretary.  The Secretary shall keep the minutes of all\n     -------------  ----------                                             \nmeetings of the stockholders and Board of Directors of the corporation, shall\nhave charge of the corporate records and the corporate seal, and shall have the\npower to attach the seal to all instruments which shall require sealing after\nthe same shall have been signed as authorized by the Board of Directors.\n(Renumbered 1\/27\/94, 11\/20\/97)\n\n     Section 4.17.  Treasurer.  The Treasurer shall be responsible for the\n     -------------  ----------                                            \nreceipt, custody and disbursement of \n\n                                                                              16\n\n \nall funds of the corporation in the form of both cash and securities. He may\ndelegate the details of his office to someone in his stead, but this shall\nnowise relieve him of the responsibilities and liability of his office. The\nTreasurer shall have the power to attach the seal to all instruments which shall\nrequire sealing after the same shall have been signed as authorized by the Board\nof Directors. (Renumbered 1\/27\/94, 11\/20\/97)\n\n     Section 4.18.  Controller.  The Controller reports to the Chief Executive\n     -------------  -----------                                               \nOfficer directly or through such other management executives as the Chief\nExecutive Officer may direct. The Controller, however, may directly submit any\nmatter to the Board of Directors for their consideration. The Controller shall\nmaintain adequate records of all assets, liabilities, and transactions of the\ncorporation, and in conjunction with other officers and department heads, shall\ninitiate and enforce measures and procedures whereby the business of the\ncorporation shall be conducted with the maximum of safety, efficiency and\neconomy. He shall attend that part of the meetings of the Board of Directors\nwhich is concerned with the review of the financial and operating reports of the\nbusiness, except when, in the discretion of the Board, he shall be asked not to\nattend. (Renumbered 1\/27\/94, 11\/20\/97)\n\n     Section 4.19.  General Counsel. The General Counsel shall be the chief\n     -------------  ----------------                                     \nlegal officer of the corporation and have legal responsibility for all aspects\nof the business. The General Counsel shall have the power to attach the seal to\nall instruments which shall require sealing after the same shall have been\nsigned as authorized by the Board of Directors. (Renumbered 1\/27\/94, 11\/20\/97)\n\n     Section 4.20.  Assistant Treasurers.  The Assistant Treasurers shall in the\n     -------------  ---------------------                                       \nabsence of the Treasurer perform all functions and duties of the Treasurer and\nin addition shall perform such functions and duties as the Treasurer may\ndelegate, but this shall in nowise relieve the Treasurer of the responsibilities\nand liability of his office.  (Renumbered 1\/27\/94, 11\/20\/97)\n\n     Section 4.21.  Assistant Secretaries. The Assistant Secretaries shall in\n     -------------  ----------------------                                  \nthe absence of the Secretary perform all functions and duties of the Secretary\nand in addition shall assume such functions and duties as the Secretary may\ndelegate, but this shall in nowise relieve the Secretary of the responsibilities\nand liability of his office. (Renumbered 1\/27\/94, 11\/20\/97)\n\n     Section 4.22.  Assistant General Counsels.  The Assistant General Counsels\n     -------------  ---------------------------                                \nshall in the absence of the General Counsel perform all functions and duties of\nthe General Counsel and in addition shall assume such \n\n                                                                              17\n\n \nfunctions and duties as the General Counsel may delegate, but this shall in\nnowise relieve the General Counsel of the responsibilities and liabilities of\nhis office. (Renumbered 1\/27\/94, 11\/20\/97)\n\n     Section 4.23.  Assistant Controllers. The Assistant Controllers shall in\n     -------------  ----------------------                                 \nthe absence of the Controller perform all functions and duties of the Controller\nand in addition shall assume such functions and duties as the Controller may\ndelegate, but this shall in nowise relieve the Controller of the\nresponsibilities and liabilities of such office. (Renumbered 1\/27\/94, 11\/20\/97)\n\n                                   ARTICLE V\n                                   ---------\n\n                              Appointed Officers\n                              ------------------\n\n     The Chief Executive Officer may appoint any individual an officer having\nsuch title as he shall deem appropriate, provided such officer is not a\nparticipant in the Senior Officer Incentive Plan administered by the Board of\nDirectors or its Committees. Any such officer appointed by the Chief Executive\nOfficer may be removed by the Chief Executive Officer whenever in his judgment\nthe best interests of the corporation would be served thereby. The term of\noffice, compensation, powers and duties and other terms of employment of\nappointed officers shall be such as the Chief Executive Officer may from time to\ntime deem proper, and the authority of such officers shall be limited to acts\npertaining to the business of the unit, operation or function to which they are\nassigned. (Amended 1\/27\/94, 11\/20\/97, 1\/28\/00)\n\n                                                                              18\n\n \n                                  ARTICLE VI\n                                  ----------\n\n     Contracts, Loans, Checks and Deposits\n     -------------------------------------\n\n     Section 6.1.  Contracts. The Board of Directors may authorize any officer\n     ------------  ----------                                          \nor officers, agent or agents, to enter into any contract or execute and deliver\nany instrument in the name of and on behalf of the corporation, and such\nauthority may be general or confined to specific instances.\n\n     Section 6.2.  Loans.  No loans shall be contracted on behalf of the\n     ------------  ------                                               \ncorporation and no evidence of indebtedness shall be issued in its name unless\nauthorized by a resolution of the Board of Directors (or a resolution of a\ncommittee of Directors pursuant to authority conferred upon that committee).\nSuch authority may be general or confined to specific instances.\n\n     Section 6.3.  Checks, etc.  All checks, demands, drafts or other orders for\n     ------------  ------------                                                 \nthe payment of money, notes or other evidences of indebtedness issued in the\nname of the corporation shall be signed by such officer or officers or such\nagent or agents of the corporation, and in such manner, as may be designated by\nthe Board of Directors or by one or more officers of the corporation named by\nthe Board of Directors for such purpose.\n\n     Section 6.4.  Deposits. All funds of the corporation not otherwise employed\n     ------------  ---------                                         \nshall be deposited from time to time to the credit of the corporation in such\nbanks, trust companies and other depositaries as the Board of Directors may\nselect.\n\n                      (Entire Article Renumbered 6\/28\/84)\n\n\n                                  ARTICLE VII\n                                  -----------\n\n                   Certificates of Stock and Their Transfer\n                   ----------------------------------------\n\n     Section 7.1.  Certificates of Stock.  Certificates of stock of the\n     ------------  ----------------------                              \ncorporation shall be in such form as may be determined by the Board of\nDirectors, shall be numbered and shall be entered in the books of the\ncorporation as they are issued. They shall exhibit the holder's name and number\nof shares and shall be signed by the Chief Executive Officer, Chairman of the\nBoard or President or a Vice President and by the Secretary or Assistant\nSecretary or the Treasurer or an Assistant Treasurer. If any stock certificate\nis signed manually (a) by a transfer agent other than the corporation or its\nemployee or (b) by a registrar other than the corporation or its employee, any\nother signature on the certificate may be a facsimile.\n\n                                                                              19\n\n \n     In case any officer, transfer agent, or registrar who has signed or whose\nfacsimile has been placed upon a certificate shall have ceased to be such\nofficer, transfer agent or registrar before such certificate is issued, such\ncertificate may nevertheless be issued by the corporation with the same effect\nas if he were such officer, transfer agent, or registrar at the date of issue.\nAll certificates properly surrendered to the corporation for transfer shall be\ncancelled and no new certificates shall be issued to evidence transferred shares\nuntil the former certificate for at least a like number of shares shall have\nbeen surrendered and cancelled and the corporation reimbursed for any applicable\ntaxes on the transfer, except that in the case of a lost, destroyed or mutilated\ncertificate, a new one may be issued therefor upon such terms, and with such\nindemnification (if any) to the corporation, as the Board of Directors may\nprescribe specifically or in general terms or by delegation to a transfer agent\nfor the corporation. Certificates shall not be issued representing fractional\nshares of stock. (Amended 12\/15\/88)\n\n     Section 7.2.  Lost Certificates.  The Board of Directors may direct a new\n     ------------  ------------------                                         \ncertificate or certificates to be issued in place of any certificate or\ncertificates theretofore issued by the corporation alleged to have been lost or\ndestroyed upon the making of an affidavit of that fact by the person claiming\nthe certificate of stock to be lost or destroyed. When authorizing such issue of\na new certificate or certificates, the Board of Directors may, in its discretion\nand as a condition precedent to the issuance thereof, require the owner of such\nlost or destroyed certificates, or his legal representative, to advertise the\nsame in such manner as it shall require and\/or to give the corporation a bond in\nsuch sum as it may direct as indemnity against any claim that may be made\nagainst the corporation with respect to the certificate alleged to have been\nlost or destroyed.\n\n     Section 7.3.  Transfers.  Upon surrender to the corporation or the transfer\n     ------------  ----------                                                   \nagent of the corporation of a certificate for shares duly endorsed or\naccompanied by proper evidence of succession, assignment or authority to\ntransfer, it shall be the duty of the corporation to issue a new certificate to\nthe person entitled thereto, cancel the old certificate and record the\ntransaction upon its books. Transfers of shares shall be made only on the books\nof the corporation by the registered holder thereof or by his attorney thereunto\nauthorized by power of attorney and filed with the Secretary or transfer agent\nof the corporation.\n\n     Section 7.4.  Registered Stockholders. The corporation shall be entitled to\n     ------------  ------------------------                            \ntreat the holder of record of any share or shares of stock as the holder in \n\n                                                                              20\n\n \nfact thereof and, accordingly, shall not be bound to recognize any equitable or\nother claim to or interest in such share or shares on the part of any other\nperson, whether or not it shall have express or other notice thereof, except as\notherwise provided by the laws of Delaware.\n\n                      (Entire Article Renumbered 6\/28\/84)\n\n\n                                 ARTICLE VIII\n                                 ------------\n\n                                   Dividends\n                                   ---------\n\n     Section 8.1.  Declaration.  Dividends upon the capital stock of the\n     ------------  ------------                                         \ncorporation, subject to the provisions of the certificate of incorporation, if\nany, may be declared by the Board of Directors at any regular or special\nmeeting, pursuant to law. Dividends may be paid in cash, in property, or in\nshares of the capital stock, subject to the provisions of the certificate of\nincorporation.\n\n     Section 8.2.  Reserve.  Before payment of any dividend, there may be set\n     ------------  --------                                                  \naside out of any funds of the corporation available for dividends such sum or\nsums as the Directors from time to time, in their absolute discretion, think\nproper as a reserve or reserves to meet contingencies, or for equalizing\ndividends, or for repairing or maintaining any property of the corporation, or\nsuch other purposes as the Directors shall think conducive to the interest of\nthe corporation, and the Directors may modify or abolish any such reserve in the\nmanner in which it was created.\n\n                      (Entire Article Renumbered 6\/28\/84)\n\n\n                                  ARTICLE IX\n                                  ----------\n\n     Miscellaneous\n     -------------\n\n     Section 9.1.  Fiscal Year.  Unless otherwise fixed by the resolution of the\n     ------------  ------------                                                 \nBoard of Directors, the fiscal year of the corporation shall be the calendar\nyear.\n\n     Section 9.2.  Seal. The corporate seal shall have inscribed thereon the\n     ------------  -----\nname of the corporation and the words 'Corporate Seal, Delaware.' The seal may\nbe used by causing it or a facsimile thereof to be impressed or affixed or\notherwise reproduced.\n\n     Section 9.3.  Books.  The books of the corporation may be kept (subject to\n     ------------  ------                                                      \nany provision contained in the statutes) outside the State of Delaware at the\noffices of the corporation at Chicago, Illinois, or at such other place or\nplaces as may be designated from time to time by the Board of Directors.\n\n                                                                              21\n\n \n                      (Entire Article Renumbered 6\/28\/84)\n\n                                   ARTICLE X\n                                   ---------\n\n                                   Amendment\n                                   ---------\n\n     These by-laws may be altered or repealed at any regular meeting of the\nBoard of Directors or at any special meeting of the Board of Directors if notice\nof such alteration or repeal be contained in the notice of such special meeting,\nprovided that no amendment of these by-laws shall conflict with the provisions\nof the Certificate of Incorporation, whether relating to the number of Directors\nwhich shall constitute the whole Board or the number of Directors of any class\nor otherwise. (Renumbered 6\/28\/84)\n\n                                                                              22<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7343],"corporate_contracts_industries":[],"corporate_contracts_types":[9573,9574],"class_list":["post-41441","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-donnelley-r-r---sons-co","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\/41441","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=41441"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41441"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41441"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41441"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}