{"id":41448,"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-goldman-sachs-group-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-goldman-sachs-group-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-goldman-sachs-group-inc.html","title":{"rendered":"By-Laws &#8211; Goldman Sachs Group Inc."},"content":{"rendered":"<pre>\n                                                         Draft of April 28, 1999\n\n\n                                     BY-LAWS\n\n                                       OF\n\n                          THE GOLDMAN SACHS GROUP, INC.\n\n\n                                    ARTICLE I\n\n                                  Stockholders\n\n\n          Section 1.1. Annual Meetings. An annual meeting of stockholders shall\nbe held for the election of directors at such date, time and place either within\nor without the State of Delaware as may be designated by the Board of Directors\nfrom time to time. Any other business properly brought before the meeting may be\ntransacted at the annual meeting.\n\n          Section 1.2. Special Meetings. Special meetings of stockholders may be\ncalled at any time by, and only by, the Board of Directors, to be held at such\ndate, time and place either within or without the State of Delaware as may be\nstated in the notice of the meeting.\n\n          Section 1.3. Notice of Meetings. Whenever stockholders are required or\npermitted to take any action at a meeting, a written notice of the meeting shall\nbe given which shall state the place, date and hour of the meeting, and, in the\ncase of a special meeting, the purpose or purposes for which the meeting is\ncalled. Unless otherwise required by law, the written notice of any meeting\nshall be given not less than ten nor more than sixty days before the date of the\nmeeting to each stockholder entitled to vote at such meeting. If mailed, such\nnotice shall be deemed to be given when deposited in the United States mail,\npostage prepaid, directed to the stockholder at such stockholder's address as it\nappears on the records of the Corporation.\n          Section 1.4. Adjournments. Any meeting of stockholders, annual or\nspecial, may be adjourned from time to time, to reconvene at the same or some\nother place, and notice need not be given of any such adjourned meeting if the\ntime and place thereof are announced at the meeting at which the adjournment is\ntaken. At the adjourned meeting the Corporation may transact any business which\nmight have been transacted at the original meeting. If the adjournment is for\nmore than thirty days, or if after the adjournment a new record date is fixed\nfor the adjourned meeting, a notice of the adjourned meeting shall be given to\neach stockholder of record entitled to vote at the meeting.\n\n          Section 1.5. Quorum. At each meeting of stockholders, except where\notherwise required by law, the certificate of incorporation or these by-laws,\nthe holders of a majority of the outstanding shares of stock entitled to vote on\na matter at the meeting, present in person or represented by proxy, shall\nconstitute a quorum. For purposes of the foregoing, where a separate vote by\nclass or classes is required for any matter, the holders of a majority of the\noutstanding shares of such class or classes, present in person or represented by\nproxy, shall constitute a quorum to take action with respect to that vote on\nthat matter. Two or more classes or series of stock shall be considered a single\nclass if the holders thereof are entitled to vote together as a single class at\nthe meeting. In the absence of a quorum of the holders of any class of stock\nentitled to vote on a matter, the meeting of such class may be adjourned from\ntime to time in the manner provided by Sections 1.4 and 1.6 of these by-laws\nuntil a quorum of such class shall be so present or represented. Shares of its\nown capital stock belonging on the record date for the meeting to the\nCorporation or to another corporation, if a majority of the shares entitled to\nvote in the election of directors of such other corporation is held, directly or\nindirectly, by the Corporation, shall neither be entitled to vote nor be counted\nfor quorum purposes; provided, however, that the foregoing shall not limit the\nright of the Corporation to vote stock, including but not \n\n\n                                      -2-\nlimited to its own stock, held by it in a fiduciary capacity.\n\n          Section 1.6. Organization. Meetings of stockholders shall be presided\nover by a Chairman of the Board, if any, or in the absence of a Chairman of the\nBoard by a Vice Chairman of the Board, if any, or in the absence of a Vice\nChairman of the Board by a Chief Executive Officer, or in the absence of a Chief\nExecutive Officer by a President, or in the absence of a President by a Chief\nOperating Officer, or in the absence of a Chief Operating Officer by a Vice\nPresident, or in the absence of the foregoing persons by a chairman designated\nby the Board of Directors, or in the absence of such designation by a chairman\nchosen at the meeting. A Secretary, or in the absence of a Secretary an\nAssistant Secretary, shall act as secretary of the meeting, but in the absence\nof a Secretary and any Assistant Secretary the chairman of the meeting may\nappoint any person to act as secretary of the meeting.\n\n          The order of business at each such meeting shall be as determined by\nthe chairman of the meeting. The chairman of the meeting shall have the right\nand authority to adjourn a meeting of stockholders without a vote of\nstockholders and to prescribe such rules, regulations and procedures and to do\nall such acts and things as are necessary or desirable for the proper conduct of\nthe meeting and are not inconsistent with any rules or regulations adopted by\nthe Board of Directors pursuant to the provisions of the certificate of\nincorporation, including the establishment of procedures for the maintenance of\norder and safety, limitations on the time allotted to questions or comments on\nthe affairs of the Corporation, restrictions on entry to such meeting after the\ntime prescribed for the commencement thereof and the opening and closing of the\nvoting polls for each item upon which a vote is to be taken.\n\n          Section 1.7. Inspectors. Prior to any meeting of stockholders, the\nBoard of Directors, a Chairman of the Board, a Vice Chairman of the Board, a\nChief Executive Officer, a President, a Chief Operating Officer, a Vice\nPresident or any other officer designated by the Board shall appoint one or more\ninspectors to act at such meeting and \n\n\n                                      -3-\nmake a written report thereof and may designate one or more persons as alternate\ninspectors to replace any inspector who fails to act. If no inspector or\nalternate is able to act at the meeting of stockholders, the person presiding at\nthe meeting shall appoint one or more inspectors to act at the meeting. Each\ninspector, before entering upon the discharge of his or her duties, shall take\nand sign an oath faithfully to execute the duties of inspector with strict\nimpartiality and according to the best of his or her ability. The inspectors\nshall ascertain the number of shares outstanding and the voting power of each,\ndetermine the shares represented at the meeting and the validity of proxies and\nballots, count all votes and ballots, determine and retain for a reasonable\nperiod a record of the disposition of any challenges made to any determination\nby the inspectors and certify their determination of the number of shares\nrepresented at the meeting and their count of all votes and ballots. The\ninspectors may appoint or retain other persons to assist them in the performance\nof their duties. The date and time of the opening and closing of the polls for\neach matter upon which the stockholders will vote at a meeting shall be\nannounced at the meeting. No ballot, proxy or vote, nor any revocation thereof\nor change thereto, shall be accepted by the inspectors after the closing of the\npolls. In determining the validity and counting of proxies and ballots, the\ninspectors shall be limited to an examination of the proxies, any envelopes\nsubmitted therewith, any information provided by a stockholder who submits a\nproxy by telegram, cablegram or other electronic transmission from which it can\nbe determined that the proxy was authorized by the stockholder, ballots and the\nregular books and records of the Corporation, and they may also consider other\nreliable information for the limited purpose of reconciling proxies and ballots\nsubmitted by or on behalf of banks, brokers, their nominees or similar persons\nwhich represent more votes than the holder of a proxy is authorized by the\nrecord owner to cast or more votes than the stockholder holds of record. If the\ninspectors consider other reliable information for such purpose, they shall, at\nthe time they make their certification, specify the precise information\nconsidered by them, including the person or persons from whom they obtained the\ninformation, when the information was \n\n\n                                      -4-\nobtained, the means by which the information was obtained and the basis for the\ninspectors' belief that such information is accurate and reliable.\n\n          Section 1.8. Voting; Proxies. Unless otherwise provided in the\ncertificate of incorporation, each stockholder entitled to vote at any meeting\nof stockholders shall be entitled to one vote for each share of stock held by\nsuch stockholder which has voting power upon the matter in question. If the\ncertificate of incorporation provides for more or less than one vote for any\nshare on any matter, every reference in these by-laws to a majority or other\nproportion of shares of stock shall refer to such majority or other proportion\nof the votes of such shares of stock. Each stockholder entitled to vote at a\nmeeting of stockholders may authorize another person or persons to act for such\nstockholder by proxy, but no such proxy shall be voted or acted upon after three\nyears from its date, unless the proxy provides for a longer period. A duly\nexecuted proxy shall be irrevocable if it states that it is irrevocable and if,\nand only as long as, it is coupled with an interest sufficient in law to support\nan irrevocable power, regardless of whether the interest with which it is\ncoupled is an interest in the stock itself or an interest in the Corporation\ngenerally. A stockholder may revoke any proxy which is not irrevocable by\nattending the meeting and voting in person or by filing an instrument in writing\nrevoking the proxy or another duly executed proxy bearing a later date with a\nSecretary. Voting at meetings of stockholders need not be by written ballot\nunless so directed by the chairman of the meeting or the Board of Directors.\nDirectors shall be elected by a plurality of the votes of the shares present in\nperson or represented by proxy at the meeting and entitled to vote on the\nelection of directors. In all other matters, unless otherwise required by law,\nthe certificate of incorporation or these by-laws, the affirmative vote of the\nholders of a majority of the shares present in person or represented by proxy at\nthe meeting and entitled to vote on the subject matter shall be the act of the\nstockholders. Where a separate vote by class or classes is required, the\naffirmative vote of the holders of a majority (or, in the case of an election of\ndirectors, \n\n\n                                      -5-\na plurality) of the shares of such class or classes present in person or\nrepresented by proxy at the meeting shall be the act of such class or classes,\nexcept as otherwise required by law, the certificate of incorporation or these\nby-laws.\n\n          Section 1.9. Fixing Date for Determination of Stockholders of Record.\nIn order that the Corporation may determine the stockholders entitled to notice\nof or to vote at any meeting of stockholders or any adjournment thereof, the\nBoard of Directors may fix a record date, which record date shall not precede\nthe date upon which the resolution fixing the record date is adopted by the\nBoard of Directors, and which record date shall not be more than sixty nor less\nthan ten days before the date of such meeting. If no record date is fixed by the\nBoard of Directors, the record date for determining stockholders entitled to\nnotice of or to vote at a meeting of stockholders shall be at the close of\nbusiness on the day next preceding the day on which notice is given, or, if\nnotice is waived, at the close of business on the day next preceding the day on\nwhich the meeting is held. A determination of stockholders of record entitled to\nnotice of or to vote at a meeting of stockholders shall apply to any adjournment\nof the meeting; provided, however, that the Board of Directors may fix a new\nrecord date for the adjourned meeting.\n\n          In order that the Corporation may determine the stockholders entitled\nto receive payment of any dividend or other distribution or allotment of any\nrights or the stockholders entitled to exercise any rights in respect of any\nchange, conversion or exchange of stock, or for the purpose of any other lawful\naction, the Board of Directors may fix a record date, which record date shall\nnot precede the date upon which the resolution fixing the record date is\nadopted, and which record date shall be not more than sixty days prior to the\naction for which a record date is being established. If no record date is fixed,\nthe record date for determining stockholders for any such purpose shall be at\nthe close of business on the day on which the Board of Directors adopts the\nresolution relating thereto.\n\n\n                                      -6-\n          Section 1.10. List of Stockholders Entitled to Vote. A Secretary shall\nprepare and make, at least ten days before every meeting of stockholders, a\ncomplete list of the stockholders entitled to vote at the meeting, arranged in\nalphabetical order, and showing the address of each stockholder and the number\nof shares registered in the name of each stockholder. Such list shall be open to\nthe examination of any stockholder, for any purpose germane to the meeting,\nduring ordinary business hours, for a period of at least ten days prior to the\nmeeting, either at a place within the municipality where the meeting is to be\nheld, which place shall be specified in the notice of the meeting, or, if not so\nspecified, at the place where the meeting is to be held. The list shall also be\nproduced and kept at the time and place of the meeting during the whole time\nthereof and may be inspected by any stockholder who is present.\n\n          Section 1.11. Advance Notice of Stockholder Nominees for Director and\nOther Stockholder Proposals. (a) The matters to be considered and brought before\nany annual or special meeting of stockholders of the Corporation shall be\nlimited to only such matters, including the nomination and election of\ndirectors, as shall be brought properly before such meeting in compliance with\nthe procedures set forth in this Section 1.11.\n\n     (b) For any matter to be properly brought before any annual meeting of\nstockholders, the matter must be (i) specified in the notice of annual meeting\ngiven by or at the direction of the Board of Directors, (ii) otherwise brought\nbefore the annual meeting by or at the direction of the Board of Directors or\n(iii) brought before the annual meeting in the manner specified in this Section\n1.11(b)(x) by a stockholder that holds of record stock of the Corporation\nentitled to vote at the annual meeting on such matter (including any election of\na director) or (y) by a person (a 'Nominee Holder') that holds such stock\nthrough a nominee or 'street name' holder of record of such stock and can\ndemonstrate to the Corporation such indirect ownership of, and such Nominee\nHolder's entitlement to vote, such stock on such matter. In addition to any\nother requirements under applicable law, the certificate of incorporation and\n\n\n                                      -7-\nthese by-laws, persons nominated by stockholders for election as directors of\nthe Corporation and any other proposals by stockholders shall be properly\nbrought before an annual meeting of stockholders only if notice of any such\nmatter to be presented by a stockholder at such meeting (a 'Stockholder Notice')\nshall be delivered to a Secretary at the principal executive office of the\nCorporation not less than ninety nor more than one hundred and twenty days prior\nto the first anniversary date of the annual meeting for the preceding year (or,\nin the case of the annual meeting of stockholders to be held in 2000, not less\nthan ninety nor more than one hundred and twenty days prior to May 1, 2000);\nprovided, however, that if and only if the annual meeting is not scheduled to be\nheld within a period that commences thirty days before and ends thirty days\nafter such anniversary date (or May 1, 2000, in the case of the annual meeting\nof stockholders to be held in 2000) (an annual meeting date outside such period\nbeing referred to herein as an 'Other Meeting Date'), such Stockholder Notice\nshall be given in the manner provided herein by the later of (i) the close of\nbusiness on the date ninety days prior to such Other Meeting Date or (ii) the\nclose of business on the tenth day following the date on which such Other\nMeeting Date is first publicly announced or disclosed. Any stockholder desiring\nto nominate any person or persons (as the case may be) for election as a\ndirector or directors of the Corporation at an annual meeting of stockholders\nshall deliver, as part of such Stockholder Notice, a statement in writing\nsetting forth the name of the person or persons to be nominated, the number and\nclass of all shares of each class of stock of the Corporation owned of record\nand beneficially by each such person, as reported to such stockholder by such\nperson, the information regarding each such person required by paragraphs (a),\n(e) and (f) of Item 401 of Regulation S-K adopted by the Securities and Exchange\nCommission, each such person's signed consent to serve as a director of the\nCorporation if elected, such stockholder's name and address, the number and\nclass of all shares of each class of stock of the Corporation owned of record\nand beneficially by such stockholder and, in the case of a Nominee Holder,\nevidence establishing such Nominee Holder's indirect ownership of stock and\nentitlement to vote such \n\n\n                                      -8-\nstock for the election of directors at the annual meeting. Any stockholder who\ngives a Stockholder Notice of any matter (other than a nomination for director)\nproposed to be brought before an annual meeting of stockholders shall deliver,\nas part of such Stockholder Notice, the text of the proposal to be presented and\na brief written statement of the reasons why such stockholder favors the\nproposal and setting forth such stockholder's name and address, the number and\nclass of all shares of each class of stock of the Corporation owned of record\nand beneficially by such stockholder, any material interest of such stockholder\nin the matter proposed (other than as a stockholder), if applicable, and, in the\ncase of a Nominee Holder, evidence establishing such Nominee Holder's indirect\nownership of stock and entitlement to vote such stock on the matter proposed at\nthe annual meeting. As used in these by-laws, shares 'beneficially owned' shall\nmean all shares which such person is deemed to beneficially own pursuant to\nRules 13d-3 and 13d-5 under the Securities Exchange Act of 1934 (the 'Exchange\nAct'). If a stockholder is entitled to vote only for a specific class or\ncategory of directors at a meeting (annual or special), such stockholder's right\nto nominate one or more individuals for election as a director at the meeting\nshall be limited to such class or category of directors.\n\n     Notwithstanding any provision of this Section 1.11 to the contrary, in the\nevent that the number of directors to be elected to the Board of Directors of\nthe Corporation at the next annual meeting of stockholders is increased by\nvirtue of an increase in the size of the Board of Directors and either all of\nthe nominees for director at the next annual meeting of stockholders or the size\nof the increased Board of Directors is not publicly announced or disclosed by\nthe Corporation at least one hundred days prior to the first anniversary of the\npreceding year's annual meeting (or, in the case of the annual meeting of\nstockholders to be held in 2000, at least one hundred days prior to May 1,\n2000), a Stockholder Notice shall also be considered timely hereunder, but only\nwith respect to nominees to stand for election at the next annual meeting as the\nresult of any new positions created by such increase, if it shall be delivered\n\n\n                                      -9-\nto a Secretary at the principal executive office of the Corporation not later\nthan the close of business on the tenth day following the first day on which all\nsuch nominees or the size of the increased Board of Directors shall have been\npublicly announced or disclosed.\n\n     (c) Except as provided in the immediately following sentence, no matter\nshall be properly brought before a special meeting of stockholders unless such\nmatter shall have been brought before the meeting pursuant to the Corporation's\nnotice of such meeting. In the event the Corporation calls a special meeting of\nstockholders for the purpose of electing one or more directors to the Board of\nDirectors, any stockholder entitled to vote for the election of such director(s)\nat such meeting may nominate a person or persons (as the case may be) for\nelection to such position(s) as are specified in the Corporation's notice of\nsuch meeting, but only if the Stockholder Notice required by Section 1.11(b)\nhereof shall be delivered to a Secretary at the principal executive office of\nthe Corporation not later than the close of business on the tenth day following\nthe first day on which the date of the special meeting and either the names of\nall nominees proposed by the Board of Directors to be elected at such meeting or\nthe number of directors to be elected shall have been publicly announced or\ndisclosed.\n\n     (d) For purposes of this Section 1.11, a matter shall be deemed to have\nbeen 'publicly announced or disclosed' if such matter is disclosed in a press\nrelease reported by the Dow Jones News Service, the Associated Press or a\ncomparable national news service or in a document publicly filed by the\nCorporation with the Securities and Exchange Commission.\n\n     (e) In no event shall the adjournment of an annual meeting or a special\nmeeting, or any announcement thereof, commence a new period for the giving of\nnotice as provided in this Section 1.11. This Section 1.11 shall not apply to\n(i) any stockholder proposal made pursuant to Rule 14a-8 under the Exchange Act\nor (ii) any nomination of a director in an election in which only the holders of\none or more series of Preferred Stock of the Corporation issued pursuant\n\n\n                                      -10-\nto Article FOURTH of the certificate of incorporation are entitled to vote\n(unless otherwise provided in the terms of such stock).\n\n     (f) The chairman of any meeting of stockholders, in addition to making any\nother determinations that may be appropriate to the conduct of the meeting,\nshall have the power and duty to determine whether notice of nominees and other\nmatters proposed to be brought before a meeting has been duly given in the\nmanner provided in this Section 1.11 and, if not so given, shall direct and\ndeclare at the meeting that such nominees and other matters shall not be\nconsidered.\n\n          Section 1.12. Approval of Stockholder Proposals. Except as otherwise\nrequired by law, any matter (other than a nomination for director) that has been\nproperly brought before an annual or special meeting of stockholders of the\nCorporation by a stockholder (including a Nominee Holder) in compliance with the\nprocedures set forth in Section 1.11 shall require for approval thereof the\naffirmative vote of the holders of not less than a majority of all outstanding\nshares of Common Stock of the Corporation and all other outstanding shares of\nstock of the Corporation entitled to vote on such matter, with such outstanding\nshares of Common Stock and other stock considered for this purpose as a single\nclass. Any vote of stockholders required by this Section 1.12 shall be in\naddition to any other vote of stockholders of the Corporation that may be\nrequired by law, the certificate of incorporation or these by-laws, by any\nagreement with a national securities exchange or otherwise.\n\n\n                                   ARTICLE II\n\n                               Board of Directors\n\n          Section 2.1. Powers; Number; Qualifications. The business and affairs\nof the Corporation shall be managed by or under the direction of the Board of\nDirectors, except as may be otherwise required by law or provided in the\ncertificate of incorporation. The number of directors of \n\n\n                                      -11-\nthe Corporation and the number of directors in each class of directors shall be\nfixed only by resolution of the Board of Directors from time to time. If the\nholders of any class or classes of stock or series thereof are entitled by the\ncertificate of incorporation to elect one or more directors, the preceding\nsentence shall not apply to such directors and the number of such directors\nshall be as provided in the terms of such stock. Directors need not be\nstockholders.\n\n          Section 2.2. Election; Term of Office; Resignation; Removal;\nVacancies. Each director shall hold office until the next election of the class\nor category for which such director shall have been chosen, and until his or her\nsuccessor is elected and qualified or until his or her earlier resignation or\nremoval. Any director may resign at any time upon written notice to the Board of\nDirectors or to a Chairman of the Board, a Vice Chairman of the Board, a Chief\nExecutive Officer, a President, a Chief Operating Officer or a Secretary. Such\nresignation shall take effect at the time specified therein, and unless\notherwise specified therein no acceptance of such resignation shall be necessary\nto make it effective. No director may be removed except as provided in the\ncertificate of incorporation. Vacancies and newly created directorships\nresulting from any increase in the authorized number of directors (other than\nany directors elected in the manner described in the next sentence) or from any\nother cause shall be filled by, and only by, a majority of the directors then in\noffice, although less than a quorum, or by the sole remaining director. Whenever\nthe holders of any class or classes of stock or series thereof are entitled by\nthe certificate of incorporation to elect one or more directors, vacancies and\nnewly created directorships of such class or classes or series may be filled by,\nand only by, a majority of the directors elected by such class or classes or\nseries then in office, or by the sole remaining director so elected. Any\ndirector elected or appointed to fill a vacancy or a newly created directorship\nshall hold office until the next election of the class of directors of the\ndirector which such director replaced or the class of directors to which such\ndirector was appointed, and until his or her successor \n\n\n                                      -12-\nis elected and qualified or until his or her earlier resignation or removal.\n\n          Section 2.3. Regular Meetings. Regular meetings of the Board of\nDirectors may be held at such places within or without the State of Delaware and\nat such times as the Board may from time to time determine, and if so determined\nnotice thereof need not be given.\n\n          Section 2.4. Special Meetings. Special meetings of the Board of\nDirectors may be held at any time or place within or without the State of\nDelaware whenever called by a Chairman of the Board, if any, by a Vice Chairman\nof the Board, if any, by a Chief Executive Officer, if any, by a President, if\nany, by a Chief Operating Officer, if any, or by any two directors. Reasonable\nnotice thereof shall be given by the person or persons calling the meeting.\n\n          Section 2.5. Participation in Meetings by Conference Telephone\nPermitted. Unless otherwise restricted by the certificate of incorporation or\nthese by-laws, members of the Board of Directors, or any committee designated by\nthe Board, may participate in a meeting of the Board or of such committee, as\nthe case may be, by means of conference telephone or similar communications\nequipment by means of which all persons participating in the meeting can hear\neach other, and participation in a meeting pursuant to this by-law shall\nconstitute presence in person at such meeting.\n\n          Section 2.6. Quorum; Vote Required for Action. At each meeting of the\nBoard of Directors, one-half of the number of directors equal to (i) the total\nnumber of directors fixed by resolution of the board of directors (including any\nvacancies) plus (ii) the number of directors elected by a holder or holders of\nPreferred Stock voting separately as a class, as described in the fourth\nparagraph of Article EIGHTH of the certificate of incorporation (including any\nvacancies), shall constitute a quorum for the transaction of business. The vote\nof a majority of the directors present at a meeting at which a quorum is present\nshall be the act of the Board unless the certificate of \n\n\n                                      -13-\nincorporation or these by-laws shall require a vote of a greater number. In case\nat any meeting of the Board a quorum shall not be present, the members or a\nmajority of the members of the Board present may adjourn the meeting from time\nto time until a quorum shall be present.\n\n          Section 2.7. Organization. Meetings of the Board of Directors shall be\npresided over by a Chairman of the Board, if any, or in the absence of a\nChairman of the Board by a Vice Chairman of the Board, if any, or in the absence\nof a Vice Chairman of the Board, by a Chief Executive Officer, or in the absence\nof a Chief Executive Officer, by a President, or in the absence of a President,\nby a Chief Operating Officer, or in the absence of a Chief Operating Officer, by\na chairman chosen at the meeting. A Secretary, or in the absence of a Secretary\nan Assistant Secretary, shall act as secretary of the meeting, but in the\nabsence of a Secretary and any Assistant Secretary the chairman of the meeting\nmay appoint any person to act as secretary of the meeting.\n\n          Section 2.8. Action by Directors Without a Meeting. Unless otherwise\nrestricted by the certificate of incorporation or these by-laws, any action\nrequired or permitted to be taken at any meeting of the Board of Directors, or\nof any committee thereof, may be taken without a meeting if all members of the\nBoard or of such committee, as the case may be, then in office consent thereto\nin writing, and the writing or writings are filed with the minutes of\nproceedings of the Board or committee.\n\n          Section 2.9. Compensation of Directors. Unless otherwise restricted by\nthe certificate of incorporation or these by-laws, the Board of Directors shall\nhave the authority to fix the compensation of directors.\n\n\n                                   ARTICLE III\n\n                                   Committees\n\n\n                                      -14-\n          Section 3.1. Committees. The Board of Directors may designate one or\nmore committees, each committee to consist of one or more of the directors of\nthe Corporation. The Board may designate one or more directors as alternate\nmembers of any committee, who may replace any absent or disqualified member at\nany meeting of the committee. In the absence or disqualification of a member of\na committee, the member or members thereof present at any meeting and not\ndisqualified from voting, whether or not such member or members constitute a\nquorum, may unanimously appoint another member of the Board to act at the\nmeeting in the place of any such absent or disqualified member. Any such\ncommittee, to the extent provided in the resolution of the Board of Directors or\nin these by-laws, shall have and may exercise all the powers and authority of\nthe Board of Directors in the management of the business and affairs of the\nCorporation, and may authorize the seal of the Corporation to be affixed to all\npapers which may require it; but no such committee shall have the power or\nauthority in reference to the following matters: (i) approving or adopting, or\nrecommending to the stockholders, any action or matter expressly required by law\nto be submitted to stockholders for approval or (ii) adopting, amending or\nrepealing these by-laws.\n\n          Section 3.2. Committee Rules. Unless the Board of Directors otherwise\nprovides, each committee designated by the Board may adopt, amend and repeal\nrules for the conduct of its business. In the absence of a provision by the\nBoard or a provision in the rules of such committee to the contrary, a majority\nof the entire authorized number of members of such committee shall constitute a\nquorum for the transaction of business, the vote of a majority of the members\npresent at a meeting at the time of such vote if a quorum is then present shall\nbe the act of such committee, and in other respects each committee shall conduct\nits business in the same manner as the Board conducts its business pursuant to\nArticle II of these by-laws.\n\n\n                                      -15-\n                                   ARTICLE IV\n\n                                    Officers\n\n          Section 4.1. Officers; Election or Appointment. The Board of Directors\nshall take such action as may be necessary from time to time to ensure that the\nCorporation has such officers as are necessary, under Section 5.1 of these\nby-laws and the Delaware General Corporation Law as currently in effect or as\nthe same may hereafter be amended, to enable it to sign stock certificates. In\naddition, the Board of Directors at any time and from time to time may elect (i)\none or more Chairmen of the Board and\/or one or more Vice Chairmen of the Board\nfrom among its members, (ii) one or more Chief Executive Officers, one or more\nPresidents and\/or one or more Chief Operating Officers, (iii) one or more Vice\nPresidents, one or more Treasurers and\/or one or more Secretaries and\/or (iv)\none or more other officers, in the case of each of (i), (ii), (iii) and (iv) if\nand to the extent the Board deems desirable. The Board of Directors may give any\nofficer such further designations or alternate titles as it considers desirable.\nIn addition, the Board of Directors at any time and from time to time may\nauthorize any officer of the Corporation to appoint one or more officers of the\nkind described in clauses (iii) and (iv) above. Any number of offices may be\nheld by the same person and directors may hold any office unless the certificate\nof incorporation or these by-laws otherwise provide.\n\n\n          Section 4.2. Term of Office; Resignation; Removal; Vacancies. Unless\notherwise provided in the resolution of the Board of Directors electing or\nauthorizing the appointment of any officer, each officer shall hold office until\nhis or her successor is elected or appointed and qualified or until his or her\nearlier resignation or removal. Any officer may resign at any time upon written\nnotice to the Board or to such person or persons as the Board may designate.\nSuch resignation shall take effect at the time specified therein, and unless\notherwise specified therein no acceptance of such resignation shall be necessary\nto make it effective. The Board may remove any officer with or without cause at\nany time. Any officer authorized by the\n\n\n                                      -16-\n\nBoard to appoint a person to hold an office of the Corporation may also remove\nsuch person from such office with or without cause at any time, unless otherwise\nprovided in the resolution of the Board providing such authorization. Any such\nremoval shall be without prejudice to the contractual rights of such officer, if\nany, with the Corporation, but the election or appointment of an officer shall\nnot of itself create contractual rights. Any vacancy occurring in any office of\nthe Corporation by death, resignation, removal or otherwise may be filled by the\nBoard at any regular or special meeting or by an officer authorized by the Board\nto appoint a person to hold such office.\n\n                  Section 4.3. Powers and Duties. The officers of the\nCorporation shall have such powers and duties in the management of the\nCorporation as shall be stated in these by-laws or in a resolution of the Board\nof Directors which is not inconsistent with these by-laws and, to the extent not\nso stated, as generally pertain to their respective offices, subject to the\ncontrol of the Board. A Secretary or such other officer appointed to do so by\nthe Board shall have the duty to record the proceedings of the meetings of the\nstockholders, the Board of Directors and any committees in a book to be kept for\nthat purpose. The Board may require any officer, agent or employee to give\nsecurity for the faithful performance of his or her duties.\n\n\n                                    ARTICLE V\n\n                                      Stock\n\n                  Section 5.1. Certificates; Uncertificated Shares. The shares\nof stock in the Corporation shall be represented by certificates, provided that\nthe Board of Directors of the Corporation may provide by resolution or\nresolutions that some or all of any or all classes or series of its stock shall\nbe uncertificated shares. Any such resolution shall not apply to any such shares\nrepresented by a certificate theretofore issued until such certificate is\nsurrendered to the Corporation. Notwithstanding the adoption of such a\n\n                                      -17-\nresolution or resolutions by the Board of Directors of the Corporation, every\nholder of stock represented by certificates, and upon request every holder of\nuncertificated shares, shall be entitled to have a certificate signed by or in\nthe name of the Corporation by a Chairman or Vice Chairman of the Board or a\nPresident or Vice President, and by a Treasurer, Assistant Treasurer, Secretary\nor Assistant Secretary, representing the number of shares of stock in the\nCorporation owned by such holder. If such certificate is manually signed by one\nofficer or manually countersigned by a transfer agent or by a registrar, any\nother signature on the certificate may be a facsimile. In case any officer,\ntransfer agent or registrar who has signed or whose facsimile signature has been\nplaced upon a certificate shall have ceased to be such officer, transfer agent\nor registrar before such certificate is issued, it may be issued by the\nCorporation with the same effect as if such person were such officer, transfer\nagent or registrar at the date of issue. Certificates representing shares of\nstock of the Corporation may bear such legends regarding restrictions on\ntransfer or other matters as any officer or officers of the Corporation may\ndetermine to be appropriate and lawful.\n\n                  If the Corporation is authorized to issue more than one class\nof stock or more than one series of any class, the powers, designations,\npreferences and relative, participating, optional or other special rights of\neach class of stock or series thereof and the qualifications or restrictions of\nsuch preferences and\/or rights shall be set forth in full or summarized on the\nface or back of the certificate which the Corporation shall issue to represent\nsuch class or series of stock, provided that, except as otherwise required by\nlaw, in lieu of the foregoing requirements, there may be set forth on the face\nor back of the certificate which the Corporation shall issue to represent such\nclass or series of stock a statement that the Corporation will furnish without\ncharge to each stockholder who so requests the powers, designations, preferences\nand relative, participating, optional or other special rights of such class or\nseries of stock and the qualifications, limitations or restrictions of such\npreferences and\/or\n\n                                      -18-\nrights. Within a reasonable time after the issuance or transfer of\nuncertificated shares of any class or series of stock, the Corporation shall\nsend to the registered owner thereof a written notice containing the information\nrequired by law to be set forth or stated on certificates representing shares of\nsuch class or series or a statement that the Corporation will furnish without\ncharge to each stockholder who so requests the powers, designations, preferences\nand relative, participating, optional or other special rights of such class or\nseries and the qualifications, limitations or restrictions of such preferences\nand\/or rights.\n\n                  Except as otherwise expressly provided by law, the rights and\nobligations of the holders of uncertificated shares and the rights and\nobligations of the holders of certificates representing stock of the same class\nand series shall be identical.\n\n                  Section 5.2. Lost, Stolen or Destroyed Stock Certificates;\nIssuance of New Certificates. The Corporation may issue a new certificate of\nstock in the place of any certificate theretofore issued by it, alleged to have\nbeen lost, stolen or destroyed, and the Corporation may require the owner of the\nlost, stolen or destroyed certificate, or such owner's legal representative, to\ngive the Corporation a bond sufficient to indemnify it against any claim that\nmay be made against it on account of the alleged loss, theft or destruction of\nany such certificate or the issuance of such new certificate.\n\n\n                                   ARTICLE VI\n\n                                  Miscellaneous\n\n                  Section 6.1. Fiscal Year. The fiscal year of the Corporation\nshall be determined by the Board of Directors.\n\n                  Section 6.2. Seal. The Corporation may have a corporate seal\nwhich shall have the name of the Corporation inscribed thereon and shall be in\nsuch form as may be \n\n                                      -19-\napproved from time to time by the Board of Directors. The corporate seal may be\nused by causing it or a facsimile thereof to be impressed or affixed or in any\nother manner reproduced.\n\n                  Section 6.3. Waiver of Notice of Meetings of Stockholders,\nDirectors and Committees. Whenever notice is required to be given by law or\nunder any provision of the certificate of incorporation or these by-laws, a\nwritten waiver thereof, signed by the person entitled to notice, whether before\nor after the time stated therein, shall be deemed equivalent to notice.\nAttendance of a person at a meeting shall constitute a waiver of notice of such\nmeeting, except when the person attends a meeting for the express purpose of\nobjecting, at the beginning of the meeting, to the transaction of any business\nbecause the meeting is not lawfully called or convened. Neither the business to\nbe transacted at, nor the purpose of, any regular or special meeting of the\nstockholders, directors or members of a committee of directors need be specified\nin any written waiver of notice unless so required by the certificate of\nincorporation or these by-laws.\n\n                  Section 6.4. Indemnification. The Corporation shall indemnify\nto the full extent permitted by law any person made or threatened to be made a\nparty to any action, suit or proceeding, whether civil, criminal, administrative\nor investigative, by reason of the fact that such person or such person's\ntestator or intestate is or was a director or officer of the Corporation, is or\nwas a director, officer, trustee, member, stockholder, partner, incorporator or\nliquidator of a Subsidiary of the Corporation, is or was a member of the\nShareholders' Committee acting pursuant to the Shareholders' Agreement, to be\nentered into among the Corporation and certain of its Stockholders as\ncontemplated by the Plan of Incorporation of The Goldman Sachs Group, L.P.\nadopted on March 8, 1999, as amended, or serves or served at the request of the\nCorporation as a director, officer, trustee, member, stockholder, partner,\nincorporator or liquidator of or in any other capacity for any other enterprise.\n\n\n                                      -20-\nExpenses, including attorneys' fees, incurred by any such person in defending\nany such action, suit or proceeding shall be paid or reimbursed by the\nCorporation promptly upon demand by such person and, if any such demand is made\nin advance of the final disposition of any such action, suit or proceeding,\npromptly upon receipt by the Corporation of an undertaking of such person to\nrepay such expenses if it shall ultimately be determined that such person is not\nentitled to be indemnified by the Corporation. The rights provided to any person\nby this by-law shall be enforceable against the Corporation by such person, who\nshall be presumed to have relied upon it in serving or continuing to serve as a\ndirector or officer or in such other capacity as provided above. In addition,\nthe rights provided to any person by this by-law shall survive the termination\nof such person as any such director, officer, trustee, member, stockholder,\npartner, incorporator or liquidator and, insofar as such person served at the\nrequest of the Corporation as a director, officer, trustee, member, stockholder,\npartner, incorporator or liquidator of or in any other capacity for any other\nenterprise, shall survive the termination of such request as to service prior to\ntermination of such request. No amendment of this by-law shall impair the rights\nof any person arising at any time with respect to events occurring prior to such\namendment.\n\n                  Notwithstanding anything contained in this Section 6.4, except\nfor proceedings to enforce rights provided in this Section 6.4, the Corporation\nshall not be obligated under this Section 6.4 to provide any indemnification or\nany payment or reimbursement of expenses to any director, officer or other\nperson in connection with a proceeding (or part thereof) initiated by such\nperson (which shall not include counterclaims or crossclaims initiated by\nothers) unless the Board of Directors has authorized or consented to such\nproceeding (or part thereof) in a resolution adopted by the Board.\n\n                  For purposes of this by-law, the term 'Subsidiary' shall mean\nany corporation, partnership, limited liability company or other entity in which\nthe Corporation owns, directly or indirectly, a majority of the economic or\nvoting ownership interest; the term 'other enterprise' shall\n\n                                      -21-\n   \ninclude any corporation, partnership, limited liability company, joint venture,\ntrust, association or other unincorporated organization or other entity and any\nemployee benefit plan; the term 'officer,' when used with respect to the\nCorporation, shall refer to any officer elected by or appointed pursuant to\nauthority granted by the Board of Directors of the Corporation pursuant to\nclauses (i), (ii), (iii) and (iv) of Section 4.1 of these by-laws, when used\nwith respect to a Subsidiary or other enterprise that is a corporation, shall\nrefer to any person elected or appointed pursuant to the by-laws of such\nSubsidiary or other enterprise or chosen in such manner as is prescribed by the\nby-laws of such Subsidiary or other enterprise or determined by the Board of\nDirectors of such Subsidiary or other enterprise, and when used with respect to\na Subsidiary or other enterprise that is not a corporation or is organized in a\nforeign jurisdiction, the term 'officer' shall include in addition to any\nofficer of such entity, any person serving in a similar capacity or as the\nmanager of such entity; service 'at the request of the Corporation' shall\ninclude service as a director or officer of the Corporation which imposes duties\non, or involves services by, such director or officer with respect to an\nemployee benefit plan, its participants or beneficiaries; any excise taxes\nassessed on a person with respect to an employee benefit plan shall be deemed to\nbe indemnifiable expenses; and action by a person with respect to an employee\nbenefit plan which such person reasonably believes to be in the interest of the\nparticipants and beneficiaries of such plan shall be deemed to be action not\nopposed to the best interests of the Corporation.\n    \n\n                  To the extent authorized from time to time by the Board of\nDirectors, the Corporation may provide to (i) any one or more employees and\nother agents of the Corporation, (ii) any one or more officers, employees and\nother agents of any Subsidiary and (iii) any one or more directors, officers,\nemployees and other agents of any other enterprise, rights of indemnification\nand to receive payment or reimbursement of expenses, including attorneys' fees,\nthat are similar to the rights conferred in this Section 6.4 on directors and\nofficers of the Corporation or any\n\n                                      -22-\nSubsidiary or other enterprise. Any such rights shall have the same force and\neffect as they would have if they were conferred in this Section 6.4.\n\n                  Nothing in this Section 6.4 shall limit the power of the\nCorporation or the Board of Directors to provide rights of indemnification and\nto make payment and reimbursement of expenses, including attorneys' fees, to\ndirectors, officers, employees, agents and other persons otherwise than pursuant\nto this Section 6.4.\n\n                  Section 6.5. Interested Directors; Quorum. No contract or\ntransaction between the Corporation and one or more of its directors or\nofficers, or between the Corporation and any other corporation, partnership,\nlimited liability company, joint venture, trust, association or other\nunincorporated organization or other entity in which one or more of its\ndirectors or officers serve as directors, officers, trustees or in a similar\ncapacity or have a financial interest, shall be void or voidable solely for this\nreason, or solely because the director or officer is present at or participates\nin the meeting of the Board of Directors or committee thereof which authorizes\nthe contract or transaction, or solely because his or her or their votes are\ncounted for such purpose, if: (i) the material facts as to his or her\nrelationship or interest and as to the contract or transaction are disclosed or\nare known to the Board or the committee, and the Board or committee in good\nfaith authorizes the contract or transaction by the affirmative votes of a\nmajority of the disinterested directors, even though the disinterested directors\nbe less than a quorum; (ii) the material facts as to his or her relationship or\ninterest and as to the contract or transaction are disclosed or are known to the\nstockholders entitled to vote thereon, and the contract or transaction is\nspecifically approved in good faith by a vote of the stockholders; or (iii) the\ncontract or transaction is fair as to the Corporation as of the time it is\nauthorized, approved or ratified, by the Board, a committee thereof or the\nstockholders. Common or interested directors may be counted in determining the\npresence of a quorum at a meeting\n\n                                      -23-\nof the Board of Directors or of a committee which authorizes the contract or\ntransaction.\n\n                  Section 6.6. Form of Records. Any records maintained by the\nCorporation in the regular course of its business, including its stock ledger,\nbooks of account and minute books, may be kept on, or be in the form of, punch\ncards, magnetic tape, photographs, microphotographs or any other information\nstorage device, provided that the records so kept can be converted into clearly\nlegible form within a reasonable time. The Corporation shall so convert any\nrecords so kept upon the request of any person entitled to inspect the same.\n\n                  Section 6.7. Laws and Regulations; Close of Business. (a) For\npurposes of these by-laws, any reference to a statute, rule or regulation of any\ngovernmental body means such statute, rule or regulation (including any\nsuccessor thereto) as the same may be amended from time to time.\n\n                  (b) Any reference in these by-laws to the close of business on\nany day shall be deemed to mean 5:00 P.M. New York time on such day, whether or\nnot such day is a business day.\n\n                  Section 6.8. Amendment of By-Laws. These by-laws may be\namended, modified or repealed, and new by-laws may be adopted at any time, by\nthe Board of Directors. Stockholders of the Corporation may adopt additional\nby-laws and amend, modify or repeal any by-law whether or not adopted by them,\nbut only in accordance with Article SIXTH of the certificate of incorporation.\n\n                                      -24-\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7660],"corporate_contracts_industries":[9418],"corporate_contracts_types":[9573,9574],"class_list":["post-41448","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-goldman-sachs-group-inc","corporate_contracts_industries-financial__securities","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\/41448","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=41448"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41448"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41448"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41448"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}