\nARTICLE I – Offices………………………………………………………………..1<\/p>\nARTICLE II – Stockholders……………………………………………………………1
\n Section 1. Annual Meeting…………………………………………………………1
\n Section 2. Special Meetings……………………………………………………….1
\n Section 3. Notice of Meetings……………………………………………………..2
\n Section 4. Quorum………………………………………………………………..2
\n Section 5. Organization…………………………………………………………..2
\n Section 6. Proxies and Voting……………………………………………………..2
\n Section 7. Stock Lists……………………………………………………………2
\n Section 8. Ratification…………………………………………………………..3
\n Section 9. Judges………………………………………………………………..3<\/p>\n
ARTICLE III – Board of Directors………………………………………………………3
\n Section 1. Number, Term of Office and Eligibility……………………………………3
\n Section 2. Meetings………………………………………………………………3
\n Section 3. Notice of Meetings……………………………………………………..4
\n Section 4. Quorum and Organization of Meetings………………………………………4
\n Section 5. Powers………………………………………………………………..5
\n Section 6. Reliance upon Books, Reports and Records………………………………….6
\n Section 7. Compensation of Directors……………………………………………….6<\/p>\n
ARTICLE IV – Committees……………………………………………………………..7
\n Section 1. Committees of the Board of Directors……………………………………..7
\n Section 2. Audit Committee………………………………………………………..7
\n Section 3. Compensation Committee………………………………………………….8
\n Section 4. Environmental and Public Policy Committee…………………………………8
\n Section 5. Finance Committee………………………………………………………8
\n Section 6. Nominating and Governance Committee………………………………………8
\n Section 7. Other Committees……………………………………………………….9
\n Section 8. Rules and Procedures……………………………………………………9
\n Section 9. Application of Article………………………………………………….9<\/p>\n
ARTICLE V – Officers……………………………………………………………….9
\n Section 1. Officers………………………………………………………………9
\n Section 2. Chairman of the Board of Directors and
\n Chief Executive Officer……………………………………….10
\n Section 3. President and Chief Operating Officer……………………………………10
\n Section 4. Vice Chairmen of the Company, Executive Vice Presidents,
\n Group Vice Presidents and Vice Presidents…………………………..10
\n Section 5. Treasurer and Assistant Treasurer……………………………………….11
\n Section 6. Secretary and Assistant Secretary……………………………………….11
\n Section 7. General Counsel……………………………………………………….11
\n Section 8. Controller……………………………………………………………12<\/p>\n
Section 9. Salaries……………………………………………………………..12<\/p>\n
ARTICLE VI – Resignations, Removals and Vacancies…………………………………….12
\n Section 1. Resignations…………………………………………………………12
\n Section 2. Removals…………………………………………………………….12
\n Section 3. Vacancies……………………………………………………………13<\/p>\n
ARTICLE VII – Capital Stock – Dividends – Seal………………………………………..13
\n Section 1. Certificates of Shares; Uncertificated Shares……………………………13
\n Section 2. Addresses of Stockholders……………………………………………..13
\n Section 3. Lost, Destroyed or Stolen Certificate…………………………………..14
\n Section 4. Fixing a Record Date………………………………………………….14
\n Section 5. Regulations………………………………………………………….14
\n Section 6. Corporate Seal……………………………………………………….14<\/p>\n
ARTICLE VIII – Execution of Contracts and Other Documents……………………………….15
\n Section 1. Contracts, etc……………………………………………………….15
\n Section 2. Checks, Drafts, etc…………………………………………………..15<\/p>\n
ARTICLE IX – Fiscal Year…………………………………………………………..15<\/p>\n
ARTICLE X – Miscellaneous…………………………………………………………15
\n Section 1. Original Stock Ledger…………………………………………………15
\n Section 2. Notices and Waivers Thereof……………………………………………16
\n Section 3. Voting upon Stocks……………………………………………………16<\/p>\n
ARTICLE XI – Amendments……………………………………………………………17<\/p>\n
<\/c><\/c><\/s><\/caption>\n<\/table>\n
BY-LAWS<\/p>\n
OF<\/p>\n
FORD MOTOR COMPANY<\/p>\n
ARTICLE I<\/p>\n
OFFICES<\/p>\n
The registered office of the Company shall be in the City of Wilmington,
\nCounty of New Castle, State of Delaware. The Company may also have an office in
\nthe City of Dearborn, State of Michigan, and at such other places as the Board
\nof Directors may from time to time determine or as the business of the Company
\nmay require. The books and records of the Company may be kept (except as
\notherwise provided by law) at the office of the Company in the City of Dearborn,
\nState of Michigan, outside of the State of Delaware, or at such other places as
\nfrom time to time may be determined by the Board of Directors.<\/p>\n
ARTICLE II<\/p>\n
STOCKHOLDERS<\/p>\n
Section 1. Annual Meeting.<\/p>\n
The annual meeting of the stockholders for the purpose of electing
\ndirectors and of transacting such other business as may come before it shall be
\nheld in the City of Detroit, State of Michigan, unless otherwise determined by
\nthe Board of Directors, on the second Thursday of May in each and every year, if
\nnot a legal holiday, and if a legal holiday then on the next day not a legal
\nholiday. The Board of Directors shall, by resolution duly adopted, fix the place
\nwithin the City of Detroit, Michigan, or elsewhere if so determined, and the
\ntime for the holding of each such meeting. At least twenty (20) days’ notice
\nshall be given to each stockholder entitled to vote at such meeting of the place
\nand time so fixed.<\/p>\n
Section 2. Special Meetings.<\/p>\n
Special meetings of the stockholders shall be held at the office of the
\nCompany in the City of Dearborn, State of Michigan, unless otherwise determined
\nby resolution of the stockholders or of the Board of Directors, whenever called
\nin the manner required by law for purposes as to which there are special
\nstatutory provisions, and for other purposes whenever called by the Chairman of
\nthe Board of Directors or the President, or by resolution of the Board of
\nDirectors, and whenever the holders of thirty percent (30%) or more of the total
\nnumber of outstanding shares of any class of stock the holders of which are
\nentitled to vote on every matter that is to be voted on without regard to class
\nat such meeting shall file with the Secretary a written application for such
\nmeeting stating the time and purpose thereof.<\/p>\n
1<\/p>\n
Section 3. Notice of Meetings.<\/p>\n
Except as otherwise provided by law, at least twenty (20) days’ notice of
\nstockholders’ meetings stating the time and place and the objects thereof shall
\nbe given by the Chairman of the Board of Directors, the President or the
\nSecretary to each stockholder of record having voting power in respect of the
\nbusiness to be transacted thereat. No business other than that stated in the
\nnotice shall be transacted at any meeting.<\/p>\n
Section 4. Quorum.<\/p>\n
At any meeting of the stockholders the number of shares the holders of
\nwhich shall be present or represented by proxy in order to constitute a quorum
\nfor, and the votes that shall be necessary for, the transaction of any business
\nshall be as expressly provided in Article FOURTH of the Certificate of
\nIncorporation, as amended. At any meeting of stockholders at which a quorum is
\nnot present, the holders of shares entitled to cast a majority of all of the
\nvotes (computed, in the case of each share of Class B Stock, as provided in
\nsubsection 1.3 of said Article FOURTH) which could be cast at such meeting by
\nthe holders of outstanding shares of stock of the Company who are present in
\nperson or by proxy and who are entitled to vote on every matter that is to be
\nvoted on without regard to class at such meeting may adjourn the meeting from
\ntime to time.<\/p>\n
Section 5. Organization.<\/p>\n
The Chairman of the Board of Directors shall act as chairman of meetings of
\nthe stockholders. The Board of Directors may designate any other officer or
\ndirector of the Company to act as chairman of any meeting in the absence of the
\nChairman of the Board of Directors, and the Board of Directors may further
\nprovide for determining who shall act as chairman of any stockholders meeting in
\nthe absence of the Chairman of the Board of Directors and such designee.<\/p>\n
The Secretary of the Company shall act as secretary of all meetings of the
\nstockholders, but in the absence of the Secretary the presiding officer may
\nappoint any other person to act as secretary of any meeting.<\/p>\n
Section 6. Proxies and Voting.<\/p>\n
Every stockholder entitled to vote at any meeting may vote in person or by
\nproxy authorized by an instrument in writing or by a transmission permitted by
\nlaw filed in accordance with the procedures established for the meeting. No
\nproxy shall be voted after three years from its date unless such proxy provides
\nexpressly for a longer period. Shares of the Company’s stock belonging to the
\nCompany shall not be voted upon directly or indirectly.<\/p>\n
Section 7. Stock Lists.<\/p>\n
A complete list of stockholders entitled to vote at any meeting of
\nstockholders shall be prepared, in alphabetical order by class, by the Secretary
\nand shall be open to the examination of any stockholder, at the place where the
\nmeeting is to be held, for at least ten days before the meeting and during the
\nwhole time of the meeting.<\/p>\n
2<\/p>\n
Section 8. Ratification.<\/p>\n
Any transaction questioned in any stockholders’ derivative suit, or any
\nother suit to enforce alleged rights of the Company or any of its stockholders,
\non the ground of lack of authority, defective or irregular execution, adverse
\ninterest of any director, officer or stockholder, nondisclosure, miscomputation
\nor the application of improper principles or practices of accounting may be
\napproved, ratified and confirmed before or after judgment by the Board of
\nDirectors or by the holders of Common Stock and the holders of Class B Stock
\nvoting as provided in subsection 1.6 of Article FOURTH of the Certificate of
\nIncorporation, as amended, and, if so approved, ratified or confirmed, shall
\nhave the same force and effect as if the questioned transaction had been
\noriginally duly authorized, and said approval, ratification or confirmation
\nshall be binding upon the Company and all of its stockholders and shall
\nconstitute a bar to any claim or execution of any judgment in respect of such
\nquestioned transaction.<\/p>\n
Section 9. Judges.<\/p>\n
All votes by ballot at any meeting of stockholders shall be conducted by
\ntwo judges appointed for the purpose either by the directors or by the meeting.
\nThe judges shall decide upon the qualifications of voters, count the votes and
\ndeclare the result.<\/p>\n
ARTICLE III<\/p>\n
BOARD OF DIRECTORS<\/p>\n
Section 1. Number, Term of Office and Eligibility.<\/p>\n
Except as provided by the laws of the State of Delaware or by the
\nCertificate of Incorporation, as amended, the business and the property of the
\nCompany shall be managed by or under the direction of a Board of not less than
\nten and not more than twenty directors, the exact number of which shall be fixed
\nfrom time to time by resolution of the Board. Each director shall be elected
\nannually by ballot by the holders of Common Stock and the holders of Class B
\nStock voting as provided in subsection 1.6 of Article FOURTH of the Certificate
\nof Incorporation, as amended, at the annual meeting of stockholders, to serve
\nuntil his or her successor shall have been elected and shall have qualified,
\nexcept as provided in this Section. No person may be elected or re-elected a
\ndirector of the Company if at the time of his or her election or re-election he
\nor she shall have attained the age of seventy years, and the term of any
\ndirector who shall have attained such age while serving as a director shall
\nterminate as of the time of the first annual meeting of stockholders following
\nhis or her seventieth birthday; provided, however, that the Board by resolution
\nmay waive such age limitation in any year and from year to year with respect to
\nany director or directors.<\/p>\n
Section 2. Meetings.<\/p>\n
The directors may hold their meetings outside of the State of Delaware, at
\nthe office of the Company in the City of Dearborn, State of Michigan, or at such
\nother place as from time to time they may determine.<\/p>\n
3<\/p>\n
The annual meeting of the Board of Directors, for the election of officers
\nand the transaction of other business, shall be held at the World Headquarters
\nof the Company in Dearborn, Michigan, on the same day as, and as soon as
\npracticable following, the annual meeting of stockholders, or at such other time
\nor place as shall be determined by the Board of Directors at its regular meeting
\nnext preceding said annual meeting of stockholders. No notice of said annual
\nmeeting of the Board of Directors shall be required to be given to the
\ndirectors.<\/p>\n
Regular meetings of the Board of Directors may be held at such time and
\nplace as shall from time to time be determined by the Board of Directors.<\/p>\n
Special meetings of the Board of Directors shall be held whenever called by
\ndirection of the Chairman of the Board of Directors or the President or by
\none-third of the directors then in office.<\/p>\n
Section 3. Notice of Meetings.<\/p>\n
The Secretary or an Assistant Secretary shall give notice of the time and
\nplace of holding of meetings of the Board of Directors (excepting the annual
\nmeeting of directors) by mailing such notice not later than during the second
\nday preceding the day on which such meeting is to be held, or by sending a
\ncablegram, facsimile transmission, mailgram, radiogram, telegram or other form
\nof recorded communication containing such notice or delivering such notice
\npersonally or by telephone not later than during the first day preceding the day
\non which such meeting is to be held to each director. Unless otherwise stated in
\nthe notice thereof any and all business may be transacted at any meeting.<\/p>\n
Section 4. Quorum and Organization of Meetings.<\/p>\n
A third of the total number of members of the Board of Directors as
\nconstituted from time to time, but in no event less than three, shall constitute
\na quorum for the transaction of business; but if at any meeting of the Board of
\nDirectors, there shall be less than a quorum present, a majority of those
\npresent may adjourn the meeting from time to time, and the meeting may be held
\nas adjourned without further notice or waiver. Except as otherwise provided by
\nlaw or by the Certificate of Incorporation, as amended, or by these By-Laws, a
\nmajority of the directors present at any duly constituted meeting may decide any
\nquestion brought before such meeting.<\/p>\n
The Board of Directors shall elect one of its members to be Chairman of the
\nBoard of Directors. The Chairman of the Board of Directors shall lead the Board
\nof Directors in fulfilling its responsibilities as set forth in these By-Laws,
\nincluding its responsibility to oversee the performance of the Company, and
\nshall determine the agenda and perform all other duties and exercise all other
\npowers which are or from time to time may be delegated to him or her by the
\nBoard of Directors.<\/p>\n
Meetings of the Board of Directors shall be presided over by the Chairman
\nof the Board of Directors, or in his or her absence, by the President, or in the
\nabsence of the Chairman of the Board of Directors and the President by such
\nother person as the Board of Directors may designate or the members present may
\nselect.<\/p>\n
4<\/p>\n
Section 5. Powers.<\/p>\n
In addition to the powers and authorities by these By-Laws expressly
\nconferred upon them, the Board of Directors shall have and may exercise all such
\npowers of the Company and do all such lawful acts and things that are not by
\nstatute or by the Certificate of Incorporation, as amended, or by these By-Laws
\ndirected or required to be exercised or done by the stockholders. Without
\nprejudice to or limitation of such general powers and any other powers conferred
\nby statute, or by the Certificate of Incorporation, as amended, or by these
\nBy-Laws, the Board of Directors shall have the following powers:<\/p>\n
(1) To determine, subject to the requirements of law and of Section 5
\n of Article FOURTH of the Certificate of Incorporation, as amended, what, if
\n any, dividends shall be declared and paid to the stockholders out of net
\n profits, current or accumulated, or out of surplus or other assets of the
\n Company available for dividends.<\/p>\n
(2) To fix, and from time to time to vary, the amount of working
\n capital of the Company, and to set aside from time to time out of net
\n profits, current or accumulated, or surplus of the Company such amount or
\n amounts as they in their discretion may deem necessary and proper as, or as
\n a safeguard to the maintenance of, working capital, as a reserve for
\n contingencies, as a reserve for repairs, maintenance, or rehabilitation, or
\n as a reserve for revaluation of profits of the Company or for such other
\n proper purpose as may in the opinion of the directors be in the best
\n interests of the Company; and in their sole discretion to abolish or modify
\n any such provision for working capital or any such reserve, and to credit
\n the amount thereof to net profits, current or accumulated, or to the
\n surplus of the Company.<\/p>\n
(3) To purchase, or otherwise acquire for the Company, any business,
\n property, rights or privileges which the Company may at the time be
\n authorized to acquire, at such price or consideration and generally on such
\n terms and conditions as they think fit; and at their discretion to pay
\n therefor either wholly or partly in money, stock, bonds, debentures or
\n other securities of the Company.<\/p>\n
(4) To create, make and issue mortgages, bonds, deeds of trust, trust
\n agreements or negotiable or transferable instruments or securities, secured
\n by mortgage or otherwise, and to do every other act and thing necessary to
\n effect the same.<\/p>\n
(5) To appoint any person or corporation to accept and hold in trust
\n for the Company any property belonging to the Company, or in which it is
\n interested, or for any other purpose, and to execute such deeds and do all
\n things requisite in relation to any such trust.<\/p>\n
(6) To delegate any of the powers of the Board in the course of the
\n business of the Company to any officer, employee or agent, and to appoint
\n any person the agent of the Company, with such powers (including the power
\n to subdelegate) and upon such terms as the Board may think fit.<\/p>\n
5<\/p>\n
(7) To remove any officer of the Company with or without cause, and
\n from time to time to devolve the powers and duties of any officer upon any
\n other person for the time being.<\/p>\n
(8) To confer upon any officer of the Company the power to appoint,
\n remove and suspend subordinate officers, agents and employees.<\/p>\n
(9) To determine who shall be authorized on the Company’s behalf,
\n either generally or specifically, to make and sign bills, notes,
\n acceptances, endorsements, checks, releases, receipts, contracts,
\n conveyances, and all other written instruments executed on behalf of the
\n Company.<\/p>\n
(10) To make and change regulations, not inconsistent with these
\n By-Laws, for the management of the Company’s business and affairs.<\/p>\n
(11) To adopt and, unless otherwise provided therein, to amend and
\n repeal, from time to time, a bonus or supplemental compensation plan for
\n employees (including employees who are officers or directors) of the
\n Company or any subsidiary. Power to construe, interpret, administer, modify
\n or suspend such plan shall be vested in the Board of Directors or a
\n committee thereof.<\/p>\n
(12) To adopt a retirement plan, or plans, for the purpose of making
\n retirement payments to employees (including employees who are officers or
\n directors) of the Company or of any subsidiary thereof; and to adopt a
\n group insurance plan, or plans, for the purpose of enabling employees
\n (including employees who are officers or directors) of the Company or of
\n any subsidiary thereof to acquire insurance protection; any such retirement
\n plan or insurance plan, unless otherwise provided therein, shall be subject
\n to amendment or revocation by the Board of Directors.<\/p>\n
Section 6. Reliance upon Books, Reports and Records.<\/p>\n
Each director, each member of any committee designated by the Board of
\nDirectors and each officer, in the performance of his or her duties, shall be
\nfully protected in relying in good faith upon the books of account or reports
\nmade to the Company by any of its officials, or by an independent certified
\npublic accountant, or by an appraiser selected with reasonable care by the Board
\nof Directors or by any such committee, or in relying in good faith upon other
\nrecords of the Company.<\/p>\n
Section 7. Compensation of Directors.<\/p>\n
Directors, as such, may receive, pursuant to resolution of the Board of
\nDirectors, fixed fees and other compensation for their services as directors,
\nincluding, without limitation, services as Chairman of the Board of Directors,
\nor members of committees of the directors or as chairmen thereof; provided,
\nhowever, that nothing herein contained shall be construed to preclude any
\ndirector from serving the Company in any other capacity and receiving
\ncompensation therefor.<\/p>\n
6<\/p>\n
ARTICLE IV<\/p>\n
COMMITTEES<\/p>\n
Section 1. Committees of the Board of Directors.<\/p>\n
There are hereby established as committees of the Board of Directors an
\nAudit Committee, a Compensation Committee, an Environmental and Public Policy
\nCommittee, a Finance Committee, and a Nominating and Governance Committee, each
\nof which shall have the powers and functions set forth in Sections 2, 3, 4, 5,
\nand 6 hereof, respectively, and such additional powers as may be delegated to it
\nby the Board of Directors. The Board of Directors may from time to time
\nestablish additional standing committees or special committees of the Board of
\nDirectors, each of which shall have such powers and functions as may be
\ndelegated to it by the Board of Directors. The Board of Directors may abolish
\nany committee established by or pursuant to this Section 1 as it may deem
\nadvisable. Each such committee shall consist of one or more directors, the exact
\nnumber being determined from time to time by the Board of Directors; provided,
\nhowever, that membership on the Audit Committee and on the Compensation
\nCommittee shall be limited to directors who are not officers or employees of the
\nCompany. Designations of the Chairman and members of each such committee, and,
\nif desired, a Vice Chairman and alternates for members, shall be made by the
\nBoard of Directors. Each such committee shall have a secretary who shall be
\ndesignated by its chairman. A vice chairman of a committee shall act as the
\nchairman of the committee in the absence or disability of the chairman.<\/p>\n
Section 2. Audit Committee.<\/p>\n
The Audit Committee shall select and engage, on behalf of the Company,
\nindependent public accountants to (1) audit the books of account and other
\ncorporate records of the Company and (2) perform such other duties as the
\nCommittee may from time to time prescribe. The Committee shall transmit
\nfinancial statements certified by such independent public accountants to the
\nBoard of Directors after the close of each fiscal year. The selection of
\nindependent public accountants for each fiscal year shall be made in advance of
\nthe annual meeting of stockholders in such fiscal year and shall be submitted
\nfor ratification or rejection at such meeting. The Committee shall confer with
\nsuch accountants and review and approve the scope of the audit of the books of
\naccount and other corporate records of the Company. The Committee shall have the
\npower to confer with and direct the officers of the Company to the extent
\nnecessary to review the internal controls, accounting practices, financial
\nstructure and financial reporting of the Company. From time to time the
\nCommittee shall report to and advise the Board of Directors concerning the
\nresults of its consultation and review and such other matters relating to the
\ninternal controls, accounting practices, financial structure and financial
\nreporting of the Company as the Committee believes merit review by the Board of
\nDirectors. The Committee also shall perform such other functions and exercise
\nsuch other powers as may be delegated to it from time to time by the Board of
\nDirectors.<\/p>\n
7<\/p>\n
Section 3. Compensation Committee.<\/p>\n
The Compensation Committee shall fix from time to time the salaries of
\nmembers of the Board of Directors who are officers or employees of the Company,
\nthe President, and of any and all Vice Chairmen of the Company, Executive Vice
\nPresidents, Group Vice Presidents and Vice Presidents of the Company. It also
\nshall perform such functions as may be delegated to it under the provisions of
\nany bonus, supplemental compensation, special compensation or stock option plan
\nof the Company.<\/p>\n
Section 4. Environmental and Public Policy Committee.<\/p>\n
The Environmental and Public Policy Committee shall review all aspects of
\nthe Company’s policies and practices that relate to environmental, public policy
\nand corporate citizenship considerations facing the Company worldwide. From time
\nto time the Committee shall report and make recommendations to the Board of
\nDirectors concerning the results of its review and such other matters relating
\nto the foregoing matters as the Committee believes merit consideration by the
\nBoard of Directors. The Committee also shall perform such other functions and
\nexercise such other powers as may be delegated to it from time to time by the
\nBoard of Directors.<\/p>\n
Section 5. Finance Committee.<\/p>\n
The Finance Committee shall review all aspects of the Company’s policies
\nand practices that relate to the management of the financial affairs of the
\nCompany, not inconsistent, however, with law or with such specific directions as
\nto the conduct of affairs as shall have been given by the Board of Directors.
\nThe Committee also shall perform such other functions and exercise such other
\npowers as may be delegated to it from time to time by the Board of Directors.
\nFrom time to time the Committee shall report and make recommendations to the
\nBoard of Directors concerning the results of its review and such other matters
\nrelating to the foregoing matters as the Committee believes merit consideration
\nby the Board of Directors.<\/p>\n
Section 6. Nominating and Governance Committee.<\/p>\n
The Nominating and Governance Committee from time to time shall consider
\nand make recommendations to the Board of Directors, to the Chairman of the Board
\nof Directors and to the President with respect to the management organization of
\nthe Company, the nominations or elections of directors and officers of the
\nCompany, senior management succession plans and the appointments of such other
\nemployees of the Company as shall be referred to the Committee.<\/p>\n
The Committee from time to time shall consider the size, composition and
\nfunctioning of the Board of Directors and make recommendations to the Board of
\nDirectors with respect to such matters. Prior to the annual meeting of
\nstockholders each year, and prior to any special meeting of stockholders at
\nwhich a director is to be elected, the Committee shall recommend to the Board of
\nDirectors persons proposed to constitute the nominees whose election at such
\nmeeting will be recommended by the Board of Directors.<\/p>\n
8<\/p>\n
The authority vested in the Committee by this section shall not derogate
\nfrom the power of individual members of the Board of Directors to recommend or
\nplace in nomination persons other than those recommended by the Committee.<\/p>\n
The Committee also shall perform such other functions and exercise such
\nother powers as may be delegated to it from time to time by the Board of
\nDirectors.<\/p>\n
Section 7. Other Committees.<\/p>\n
The Board of Directors, or any committee, officer or employee of the
\nCompany may establish additional standing committees or special committees to
\nserve in an advisory capacity or in such other capacities as may be permitted by
\nlaw, by the Certificate of Incorporation and by the By-Laws. The members of any
\nsuch committee need not be members of the Board of Directors. Any committee
\nestablished pursuant to this Section 7 may be abolished by the person or body by
\nwhom it was established as he, she or it may deem advisable. Each such committee
\nshall consist of two or more members, the exact number being determined from
\ntime to time by such person or body. Designations of members of each such
\ncommittee and, if desired, alternates for members, shall be made by such person
\nor body, at whose will all such members and alternates shall serve. The chairman
\nof each such committee shall be designated by such person or body. Each such
\ncommittee shall have a secretary who shall be designated by the chairman.<\/p>\n
Section 8. Rules and Procedures.<\/p>\n
Each committee may fix its own rules and procedures and shall meet at such
\ntimes and places as may be provided by such rules, by resolution of the
\ncommittee, or by call of the chairman or vice chairman. Notice of meeting of
\neach committee, other than of regular meetings provided for by its rules or
\nresolutions, shall be given to committee members. The presence of one-third of
\nits members, but not less than two, shall constitute a quorum of any committee,
\nand all questions shall be decided by a majority vote of the members present at
\nthe meeting. All action taken at each committee meeting shall be recorded in
\nminutes of the meeting.<\/p>\n
Section 9. Application of Article.<\/p>\n
Whenever any provision of any other document relating to any committee of
\nthe Company named therein shall be in conflict with any provision of this
\nArticle IV, the provisions of this Article IV shall govern, except that if such
\nother document shall have been approved by the stockholders, voting as provided
\nin the Certificate of Incorporation, or by the Board of Directors, the
\nprovisions of such other document shall govern.<\/p>\n
ARTICLE V<\/p>\n
OFFICERS<\/p>\n
Section 1. Officers.<\/p>\n
The officers of the Company shall be a Chairman of the Board of Directors
\nand a President, who shall be chosen from among the directors, and may also
\ninclude one or more Vice Chairmen of the Company, one or more Executive Vice
\nPresidents, one or more Group Vice Presidents, one or more Vice Presidents, a
\nTreasurer, a Controller and a Secretary,<\/p>\n
9<\/p>\n
each of whom shall be elected by the Board of Directors to hold office until his
\nor her successor shall have been chosen and shall have qualified. The Board of
\nDirectors may elect or appoint one or more Assistant Treasurers, one or more
\nAssistant Secretaries, and such other officers as it may deem necessary, or
\ndesirable, each of whom shall have such authority, shall perform such duties and
\nshall hold office for such term as may be prescribed by the Board of Directors
\nfrom time to time. Any person may hold at one time more than one office.<\/p>\n
Section 2. Chairman of the Board of Directors and Chief Executive Officer.<\/p>\n
The Chairman of the Board of Directors shall be the Chief Executive Officer
\nof the Company. Subject to the provisions of these By-Laws and to the direction
\nof the Board of Directors, he or she shall have ultimate authority for decisions
\nrelating to the general management and control of the affairs and business of
\nthe Company and shall perform all other duties and exercise all other powers
\ncommonly incident to the position of Chief Executive Officer or which are or
\nfrom time to time may be delegated to him or her by the Board of Directors, or
\nwhich are or may at any time be authorized or required by law. He or she may
\nredelegate from time to time and to the full extent permitted by law, in
\nwriting, to officers or employees of the Company any or all of such duties and
\npowers, and any such redelegation may be either general or specific. Whenever he
\nor she so shall delegate any of his or her authority, he or she shall file a
\ncopy of the redelegation with the Secretary of the Company.<\/p>\n
Section 3. President and Chief Operating Officer.<\/p>\n
The President shall be the Chief Operating Officer of the Company. Subject
\nto the provisions of these By-Laws and to the direction of the Board of
\nDirectors and of the Chief Executive Officer, he or she shall have such powers
\nand shall perform such duties as from time to time may be delegated to him or
\nher by the Board of Directors or by the Chief Executive Officer, or which are or
\nmay at any time be authorized or required by law. In the absence or disability
\nof the Chairman of the Board of Directors, or in the event of, and during the
\nperiod of, a vacancy in such office, he or she shall be the Chief Executive
\nOfficer.<\/p>\n
Section 4. Vice Chairmen of the Company, Executive Vice Presidents, Group
\nVice Presidents and Vice Presidents.<\/p>\n
Each of the Vice Chairmen of the Company, each of the Executive Vice
\nPresidents, each of the Group Vice Presidents and each of the other Vice
\nPresidents shall have such powers and shall perform such duties as may be
\ndelegated to him or her by the Board of Directors, by the Chairman of the Board
\nof Directors or by the President.<\/p>\n
In addition, the Board of Directors shall designate one of the Vice
\nChairmen of the Company, Executive Vice Presidents, Group Vice Presidents, or
\nVice Presidents as the Chief Financial Officer, who, among his or her other
\npowers and duties, shall provide and maintain, subject to the direction of the
\nBoard of Directors and the Finance Committee, financial and accounting controls
\nover the business and affairs of the Company. Such office shall maintain, among
\nothers, adequate records of the assets, liabilities and financial transactions
\nof the Company, and shall direct the preparation of financial statements,
\nreports and analyses. The Chief Financial Officer shall perform such other
\nduties and exercise such other powers as are incident to such functions, subject
\nto the control of the Board of Directors.<\/p>\n
10<\/p>\n
Section 5. Treasurer and Assistant Treasurer.<\/p>\n
The Treasurer, subject to the direction of the Board of Directors, shall
\nhave the care and custody of all funds and securities which may come into his or
\nher hands. When necessary or proper he or she shall endorse on behalf of the
\nCompany, for collection, checks, notes and other obligations, and shall deposit
\nall funds of the Company in such banks or other depositaries as may be
\ndesignated by the Board of Directors or by such officers or employees as may be
\nauthorized by the Board of Directors so to designate. He or she shall perform
\nall acts incident to the office of Treasurer, subject to the control of the
\nBoard of Directors. He or she may be required to give a bond for the faithful
\ndischarge of his or her duties, in such sum and upon such conditions as the
\nBoard of Directors may require.<\/p>\n
At the request of the Treasurer, any Assistant Treasurer, in the case of
\nthe absence or inability to act of the Treasurer, temporarily may act in his or
\nher place. In the case of the death of the Treasurer, or in the case of his or
\nher absence or inability to act without having designated an Assistant Treasurer
\nto act temporarily in his or her place, the Assistant Treasurer so to perform
\nthe duties of the Treasurer shall be designated by the Chairman of the Board of
\nDirectors, the President, a Vice Chairman of the Company or an Executive Vice
\nPresident.<\/p>\n
Section 6. Secretary and Assistant Secretary.<\/p>\n
The Secretary shall keep the minutes of the meetings of the stockholders
\nand of the Board of Directors, and, when required, the minutes of meetings of
\nthe committees, and shall be responsible for the custody of all such minutes.
\nSubject to the direction of the Board of Directors, the Secretary shall have
\ncustody of the stock ledgers and documents of the Company. He or she shall have
\ncustody of the corporate seal and shall affix and attest such seal to any
\ninstrument whose execution under seal shall have been duly authorized. He or she
\nshall give notice of meetings and, subject to the direction of the Board of
\nDirectors, shall perform all other duties and enjoy all other powers commonly
\nincident to his or her office.<\/p>\n
At the request of the Secretary, any Assistant Secretary, in the case of
\nthe absence or inability to act of the Secretary, temporarily may act in his or
\nher place. In the case of the death of the Secretary, or in the case of his or
\nher absence or inability to act without having designated an Assistant Secretary
\nto act temporarily in his or her place, the Assistant Secretary or other person
\nso to perform the duties of the Secretary shall be designated by the Chairman of
\nthe Board of Directors, the President, a Vice Chairman of the Company or an
\nExecutive Vice President.<\/p>\n
Section 7. General Counsel.<\/p>\n
The Company may have a General Counsel who shall be appointed by the Board
\nof Directors and who shall have general supervision of all matters of a legal
\nnature concerning the Company.<\/p>\n
11<\/p>\n
Section 8. Controller.<\/p>\n
The Controller shall have such powers and shall perform such duties as may
\nbe delegated to him or her by the Board of Directors, the Chairman of the Board
\nof Directors, the President, or the appropriate Vice Chairman of the Company,
\nExecutive Vice President, Group Vice President or Vice President.<\/p>\n
Section 9. Salaries.<\/p>\n
Salaries of officers, agents or employees shall be fixed from time to time
\nby the Board of Directors or by such committee or committees, or person or
\npersons, if any, to whom such power shall have been delegated by the Board of
\nDirectors. An employment contract, whether with an officer, agent or employee,
\nif expressly approved or specifically authorized by the Board of Directors, may
\nfix a term of employment thereunder; and such contract, if so approved or
\nauthorized, shall be valid and binding upon the Company in accordance with the
\nterms thereof, provided that this provision shall not limit or restrict in any
\nway the right of the Company at any time to remove from office, discharge or
\nterminate the employment of any such officer, agent or employee prior to the
\nexpiration of the term of employment under any such contract, except that the
\nCompany shall not thereby be relieved of any continuing liability for salary or
\nother compensation provided for in such contract.<\/p>\n
ARTICLE VI<\/p>\n
RESIGNATIONS, REMOVALS AND VACANCIES<\/p>\n
Section 1. Resignations.<\/p>\n
Any director, officer or agent of the Company, or any member of any
\ncommittee, may resign at any time by giving written notice to the Board of
\nDirectors, to the Chairman of the Board of Directors, to the President or to the
\nSecretary of the Company. Any such resignation shall take effect at the time
\nspecified therein, or if the time be not specified therein, then upon receipt
\nthereof. The acceptance of such resignation shall not be necessary to make it
\neffective.<\/p>\n
Section 2. Removals.<\/p>\n
At any meeting thereof called for the purpose, the holders of Common Stock
\nand the holders of Class B Stock voting as provided in subsection 1.6 of Article
\nFOURTH of the Certificate of Incorporation, as amended, may remove from office
\nor terminate the employment of any director, officer or agent with or without
\ncause; and the Board of Directors, by vote of not less than a majority of the
\nentire Board at any meeting thereof called for the purpose, may, at any time,
\nremove from office or terminate the employment of any officer, agent or member
\nof any committee.<\/p>\n
12<\/p>\n
Section 3. Vacancies.<\/p>\n
Subject to the last sentence of Section 1 of Article III, any vacancy in
\nthe office of any director, officer or agent through death, resignation,
\nremoval, disqualification, increase in the number of directors or other cause
\nmay be filled by the Board of Directors (in the case of vacancies in the Board,
\nby the affirmative vote of a majority of the directors then in office, even
\nthough less than a quorum remains) and the person so elected shall hold office
\nuntil his or her successor shall have been elected and shall have qualified.<\/p>\n
ARTICLE VII<\/p>\n
CAPITAL STOCK-DIVIDENDS-SEAL<\/p>\n
Section 1. Certificates of Shares; Uncertificated Shares<\/p>\n
The shares of capital stock of the Company shall be represented by
\ncertificates, provided that the Board of Directors may provide by resolution or
\nresolutions that some or all of any or all classes or series of stock shall be
\nuncertificated shares. Any such resolution shall not apply to shares represented
\nby a certificate until such certificate is surrendered to the Company.
\nNotwithstanding the adoption of such a resolution by the Board of Directors,
\nevery holder of stock represented by certificates, and upon request every holder
\nof uncertificated shares, shall be entitled to have a certificate in such form,
\nnot inconsistent with the Certificate of Incorporation, as amended, as shall be
\napproved by the Board of Directors. The certificates shall be signed by the
\nChairman of the Board of Directors, the President, a Vice Chairman of the
\nCompany, an Executive Vice President, a Group Vice President or a Vice
\nPresident, and also by the Treasurer or an Assistant Treasurer, or the Secretary
\nor an Assistant Secretary. Any and all signatures may be facsimiles.<\/p>\n
All certificates shall bear the name of the person owning the shares
\nrepresented thereby, shall state the number of shares represented by such
\ncertificate and the date of issue; and such information shall be entered in the
\nCompany’s original stock ledger.<\/p>\n
Section 2. Addresses of Stockholders.<\/p>\n
It shall be the duty of every stockholder to notify the Company of his or
\nher post office address and of any change therein. The latest address furnished
\nby each stockholder shall be entered on the original stock ledger of the Company
\nand the latest address appearing on such original stock ledger shall be deemed
\nconclusively to be the post office address and the last-known post office
\naddress of such stockholder. If any stockholder shall fail to notify the Company
\nof his or her post office address, it shall be sufficient to send corporate
\nnotices to such stockholder at the address, if any, understood by the Secretary
\nto be his or her post office address, or in the absence of such address, to such
\nstockholder, at the General Post Office in the City of Wilmington, State of
\nDelaware.<\/p>\n
13<\/p>\n
Section 3. Lost, Destroyed or Stolen Certificate.<\/p>\n
Any person claiming a stock certificate in lieu of one lost, destroyed or
\nstolen, shall give the Company an affidavit as to his, her or its ownership of
\nthe certificate and of the facts which go to prove that it has been lost,
\ndestroyed or stolen. If required by the Board of Directors, he, she or it also
\nshall give the Company a bond, in such form as may be approved by the Board of
\nDirectors, sufficient to indemnify the Company against any claim that may be
\nmade against it on account of the alleged loss of the certificate or the
\nissuance of a new certificate.<\/p>\n
Section 4. Fixing a Record Date.<\/p>\n
The Board of Directors may fix in advance a date not exceeding (i) sixty
\n(60) days preceding the date of any meeting of stockholders, or the date for
\npayment of any dividend, or the date for the allotment of rights, or the date
\nwhen any change or conversion or exchange of stock shall go into effect (other
\nthan conversions or exchanges pursuant to Sections 2, 3 or 4 of Article FOURTH
\nof the Certificate of Incorporation, as amended), as a record date for the
\ndetermination of the stockholders entitled to notice of and to vote at any such
\nmeeting and any adjournment thereof, or entitled to payment of any such dividend
\nor to any such allotment of rights or to exercise the rights in respect of any
\nsuch change, or conversion or exchange of stock (other than conversions or
\nexchanges pursuant to Sections 2, 3 or 4 of Article FOURTH of the Certificate of
\nIncorporation, as amended), or (ii), ten (10) days after adoption of the
\nresolution fixing such date, as a record date for the determination of the
\nstockholders entitled to consent in writing to corporate action; and in any such
\ncase, such stockholders and only such stockholders, as shall be stockholders of
\nrecord on the date so fixed, shall be entitled, subject to the provisions of
\nArticle FOURTH of the Certificate of Incorporation, as amended, to such notice
\nof and to vote at such meeting and any adjournment thereof or to receive payment
\nof such dividend or to receive such allotment of rights or to exercise such
\nrights or to give such consent, as the case may be, notwithstanding any transfer
\nof any stock on the books of the Company after such record date.<\/p>\n
Section 5. Regulations.<\/p>\n
The Board of Directors shall have power and authority to make all such
\nrules and regulations not inconsistent with any of the provisions of Sections 2,
\n3, 4 or 5 of Article FOURTH of the Certificate of Incorporation, as amended, as
\nit may deem expedient, concerning the issue, transfer and registration of
\ncertificates for shares of the stock of the Company.<\/p>\n
Section 6. Corporate Seal.<\/p>\n
The corporate seal shall have inscribed thereon the name of the Company,
\nthe year of its organization, and the words “Corporate Seal” and “Delaware.” If
\nand when so authorized by the Board of Directors, a duplicate of the seal may be
\nkept and used by the Secretary or Treasurer or by any Assistant Secretary or
\nAssistant Treasurer.<\/p>\n
14<\/p>\n
ARTICLE VIII<\/p>\n
EXECUTION OF CONTRACTS AND OTHER DOCUMENTS<\/p>\n
Section 1. Contracts, etc.<\/p>\n
Except as otherwise prescribed in these By-Laws, such officers, employees
\nor agents of the Company as shall be specified by the Board of Directors shall
\nsign, in the name and on behalf of the Company, all deeds, bonds, contracts,
\nmortgages and other instruments or documents, the execution of which shall be
\nauthorized by the Board of Directors; and such authority may be general or
\nconfined to specific instances. Except as so authorized by the Board of
\nDirectors, no officer, agent or employee of the Company shall have power or
\nauthority to bind the Company by any contract or engagement or to pledge,
\nmortgage, sell or otherwise dispose of its credit or any of its property or to
\nrender it pecuniarily liable for any purpose or in any amount.<\/p>\n
Section 2. Checks, Drafts, etc.<\/p>\n
Except as otherwise provided in these By-Laws, all checks, drafts, notes,
\nbonds, bills of exchange or other orders, instruments or obligations for the
\npayment of money shall be signed by such officer or officers, employee or
\nemployees, or agent or agents, as the Board of Directors shall by resolution
\ndirect. The Board of Directors may, in its discretion, also provide by
\nresolution for the countersignature or registration of any or all such orders,
\ninstruments or obligations for the payment of money.<\/p>\n
ARTICLE IX<\/p>\n
FISCAL YEAR<\/p>\n
The fiscal year of the Company shall begin the first day of January in each
\nyear.<\/p>\n
ARTICLE X<\/p>\n
MISCELLANEOUS<\/p>\n
Section 1. Original Stock Ledger.<\/p>\n
As used in these By-Laws and in the Certificate of Incorporation, as
\namended, the words “original stock ledger” shall mean the record maintained by
\nthe Secretary of the Company of the name and address of each of the holders of
\nshares of any class of stock of the Company, and the number of shares and the
\nnumbers of the certificates for such shares held by each of them, taking into
\naccount transfers at the time made by and recorded on the transfer sheets of
\neach of the Transfer Agents of the Company although such transfers may not then
\nhave been posted in the record maintained by the Secretary.<\/p>\n
15<\/p>\n
Section 2. Notices and Waivers Thereof.<\/p>\n
Whenever any notice whatever is required by these By-Laws or by the
\nCertificate of Incorporation, as amended, or by any of the laws of the State of
\nDelaware to be given to any stockholder, director or officer, such notice,
\nexcept as otherwise provided by the laws of the State of Delaware, may be given
\npersonally or by telephone or be given by cablegram, facsimile transmission,
\nmailgram, radiogram, telegram or other form of recorded communication, addressed
\nto such stockholder at the address set forth as provided in Section 2 of Article
\nVII, or to such director or officer at his or her Company location, if any, or
\nat such address as appears on the books of the Company, or the notice may be
\ngiven in writing by depositing the same in a post office, or in a regularly
\nmaintained letter box, in a postpaid, sealed wrapper addressed to such
\nstockholder at the address set forth in Section 2 of Article VII, or to such
\ndirector or officer at his or her Company location, if any, or such address as
\nappears on the books of the Company.<\/p>\n
Any notice given by cablegram, mailgram, radiogram or telegram shall be
\ndeemed to have been given when it shall have been delivered for transmission.
\nAny notice given by facsimile transmission or other form of recorded
\ncommunication shall be deemed to have been given when it shall have been
\ntransmitted. Any notice given by mail shall be deemed to have been given when it
\nshall have been mailed.<\/p>\n
A waiver of any such notice in writing, including by cablegram, facsimile
\ntransmission, mailgram or telegram, signed or dispatched by the person entitled
\nto such notice or by his or her duly authorized attorney, whether before or
\nafter the time stated therein, shall be deemed equivalent to the notice required
\nto be given, and the presence at any meeting of any person entitled to notice
\nthereof shall be deemed a waiver of such notice as to such person.<\/p>\n
Section 3. Voting upon Stocks.<\/p>\n
The Board of Directors (whose authorization in this connection shall be
\nnecessary in all cases) may from time to time appoint an attorney or attorneys
\nor agent or agents of the Company, or may at any time or from time to time
\nauthorize the Chairman of the Board of Directors, the President, any Vice
\nChairman of the Company, any Executive Vice President, any Group Vice President,
\nany Vice President, the Treasurer or the Secretary to appoint an attorney or
\nattorneys or agent or agents of the Company, in the name and on behalf of the
\nCompany, to cast the votes which the Company may be entitled to cast as a
\nstockholder or otherwise in any other corporation or association, any of the
\nstock or securities of which may be held by the Company, at meetings of the
\nholders of the stock or other securities of such other corporation or
\nassociation, or to consent in writing to any action by any such other
\ncorporation or association, and the Board of Directors or any aforesaid officer
\nso authorized may instruct the person or persons so appointed as to the manner
\nof casting such votes or giving such consent, and the Board of Directors or any
\naforesaid officer so authorized may from time to time authorize the execution
\nand delivery, on behalf of the Company and under its corporate seal, or
\notherwise, of such written proxies, consents, waivers or other instruments as
\nmay be deemed necessary or proper in the premises.<\/p>\n
16<\/p>\n
ARTICLE XI<\/p>\n
AMENDMENTS<\/p>\n
The Board of Directors shall have power to make, alter, amend or repeal the
\nBy-Laws of the Company by vote of not less than a majority of the entire Board
\nat any meeting of the Board. The holders of Common Stock and the holders of
\nClass B Stock voting as provided in subsection 1.6 of Article FOURTH of the
\nCertificate of Incorporation, as amended, shall have power to make, alter, amend
\nor repeal the By-Laws at any regular or special meeting, if the substance of
\nsuch amendment be contained in the notice of such meeting of stockholders.<\/p>\n
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