{"id":41466,"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-newmont-mining-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-newmont-mining-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-newmont-mining-corp.html","title":{"rendered":"By-Laws &#8211; Newmont Mining Corp."},"content":{"rendered":"<pre>================================================================================\n\n\n                           NEWMONT MINING CORPORATION\n\n\n\n                               ________________\n\n\n\n                                    By-Laws\n\n\n\n                               ________________\n\n\n\n                        As amended through May 15, 2000\n                                        \n\n================================================================================\n\n \n                          NEWMONT MINING CORPORATION\n\n                               ________________\n\n                                    By-Laws\n\n                                _______________\n\n                                   ARTICLE I\n\n                                 STOCKHOLDERS\n\n  SECTION 1.  Annual Meeting.  An annual meeting of the stockholders of the\nCorporation shall be held in each year at such place, and on such date and at\nsuch time, as the Board of Directors of the Corporation shall designate in a\nresolution duly adopted by it, for the purpose of electing Directors and\ntransacting such other business as may properly be brought before the meeting.\n\n  SECTION 2.  Special Meetings.  Special Meetings of the stockholders for any\nlawful purposes may be called by the Board of Directors or by the Chairman of\nthe Board or by the President, and shall be called by the Chairman of the Board\nor by the President or the Secretary upon a written request stating the purposes\nthereof and signed by a majority of the Board of Directors. Each such meeting\nshall be held at such place, and on such date and at such time, as the Board of\nDirectors of the Corporation shall designate in a resolution duly adopted by it,\nfor the purposes stated in the notices thereof. Business transacted at any\nspecial meeting shall be limited to the purposes stated in the notices of the\nmeeting.\n\n  SECTION 3.  Notices and Waivers.  Written notices of every meeting of the\nstockholders, stating the time, place and purposes thereof, shall be given\npersonally or by mail, not less than ten days nor more than sixty days before\nthe date on which the meeting is to be held, to each stockholder of record\nentitled to vote at such meeting. If mailed, the notice shall be sent to the\nstockholders at their respective addresses appearing on the stock records of the\nCorporation or to such other addresses as they may have respectively designated\nin writing, and shall be deemed given when mailed. A waiver of any notice,\nsigned by a stockholder before or after the time for the meeting, shall be\ndeemed equivalent to such notice.\n\n  SECTION 4.  Stockholder List.  For every meeting of the stockholders, a\ncomplete list of the stockholders entitled to vote at the meeting, arranged in\nalphabetical order and showing the address of and the number of shares\nregistered in the name of each such stockholder, shall be made and be open to\nthe examination of any stockholder during ordinary business hours for at least\nten days prior to the meeting at the place where the meeting is to be held, and\nshall be produced at the meeting and be subject at all times during the meeting\nto the inspection of any stockholder present.\n\n  SECTION 5.  Quorum.  Subject to the provisions of any applicable law or of the\nCorporation's Certificate of Incorporation in respect of the vote that shall be\nrequired for a specified action, the holders of record of a majority of the\ncapital stock of the Corporation issued and outstanding and entitled to vote at\nany meeting of its stockholders shall be required to be present in person or\nrepresented by proxy at such meeting in order to constitute a quorum for the\ntransaction of any business.\n\n  SECTION 6.  Adjournment.  If at any meeting of the stockholders there is no\nquorum, the meeting may be adjourned from time to time by a majority vote of the\nstockholders present or represented, without any notice other than by\nannouncement at the meeting, until a quorum be obtained. Any meeting at which\nthere is a quorum may also be adjourned, in like manner, for such time or upon\nsuch call as may be determined by vote. An adjourned meeting at which a quorum\nis present or represented may transact any business which might have been\ntransacted at the meeting as first convened had there been a quorum.\n\n  SECTION 7.  Chairman and Secretary.  At every meeting of the stockholders the\npresiding officer shall be the Chairman of the Board, or in his absence the\nPresident, and in their absence a Vice President of the Corporation. The\nSecretary or in his absence an Assistant Secretary of the Corporation shall act\nas secretary of the meeting, or in their absence the presiding officer may\nappoint any person present to act as secretary of the meeting.\n\n                                       2\n\n \n  SECTION 8.   Voting.  Except as otherwise specifically provided herein or in\nthe Restated Certificate of Incorporation of the Corporation with respect to the\nability of certain stockholders to cumulate votes in the election of directors,\neach stockholder present in person or by proxy at a meeting of the stockholders\nshall be entitled to one vote for each share of the capital stock of the\nCorporation registered in the name of such stockholder on the books of the\nCorporation and entitled to vote at such meeting. No proxy shall be voted on\nafter three years from its date unless it provides for a longer period. If the\nBoard of Directors has not closed the stock transfer books or fixed a record\ndate for determination of stockholders entitled to vote, no share of stock shall\nbe voted on at any election of Directors which has been transferred on the books\nof the Corporation within twenty days next preceding such election. If the Board\nof Directors has closed the stock transfer books or fixed a record date for\ndetermining the stockholders entitled to vote at a meeting, only stockholders of\nrecord at the close of business on such closing or record date shall be entitled\nto vote at such meeting and at any adjournment thereof. All elections of\nDirectors shall be by a plurality vote by ballot. All other matters shall be\ndecided by a majority vote viva voce of the stockholders present in person or by\nproxy except as otherwise specifically provided by any applicable law, the\nCorporation's certificate of Incorporation or these By-Laws; provided, however,\nthat the presiding officer shall have the right to determine whether a stock\nvote with respect to any matter shall be taken by ballot. On votes taken by\nballot, each ballot shall state the name of the stockholder or proxy voting and\nthe number of shares voted.\n\n  SECTION 9.   Inspectors of Elections.  For all elections of Directors by the\nstockholders and for any other matters upon which a stock vote by ballot is to\nbe taken, the Chairman of the meeting shall appoint two inspectors of election\nunless the Board of Directors, which shall have power to do so, shall have\npreviously appointed two or more inspectors for the purpose and such inspectors\nare present and serve as such at the meeting. Each inspector shall be sworn to\nperform faithfully his duties as such, and the inspectors thereupon shall take\ncharge of the polls, receive and count the ballots and certify the result of the\nvote taken. Questions as to the qualifications of the voters, validity of\nproxies or ballots, or otherwise pertaining to the vote, shall be decided by the\ninspectors subject to any ruling by the Chairman. No candidate for election as a\nDirector shall be appointed an inspector of such an election.\n\n  SECTION 10.  Inspection of Books and Records.  The Board of Directors shall\ndetermine whether and to what extent, and at what times and places and under\nwhat conditions and regulations, the books, accounts and records of the\nCorporation (other than the stock ledger), or any of them, shall be open to the\ninspection of any stockholder. No Stockholder shall have the right to inspect\nany books, accounts, records or documents of the Corporation unless expressly so\nauthorized by the laws of the State of Delaware or by these By-Laws or by a\nresolution of the Board of Directors. The stock ledger shall be the only\nevidence as to the stockholders entitled to examine the stockholder list\nreferred to in Section 4 of Article I hereof, and the original or a duplicate\nstock ledger containing the names and addresses of the stockholders and the\nnumber of shares held by them respectively shall be open at all times during\nusual business hours at the Corporation's principal office in the State of\nDelaware to the examination of any stockholder.\n\n  SECTION 11.  Action by Written Consent.  Any action which is required to be or\nmay be taken at any annual or special meeting of stockholders of the Corporation\nmay be taken without a meeting, without prior notice to stockholders and without\na vote if consents in writing, setting forth the action so taken, shall have\nbeen signed by the holders of outstanding stock having not less than the minimum\nnumber of votes that would be necessary to authorize or to take such action at a\nmeeting at which all shares entitled to vote thereon were present and voted.\n\n                                  ARTICLE II\n\n                                   DIRECTORS\n\n  SECTION 1.   Number, Term and Qualification.  The number of Directors which\nshall constitute the whole Board shall be not less than eight nor more than\nfifteen. Within these specified limits, the number of Directors shall be\ndetermined from time to time by the affirmative vote of a majority of the\nDirectors then in office. Directors elected at an annual meeting of the\nstockholders or elected at any other time by the stockholders or by the Board of\nDirectors as hereinafter provided, shall hold office until the next annual\nmeeting of the stockholders and until their respective successors are elected\nand qualified. Directors need not be stockholders.\n\n  SECTION 2.   Resignations; Vacancies. Any Director may resign at any time upon\nwritten notice to the Corporation. A resignation shall become effective when and\nas specified in the notice, or, in the absence of such specification, upon its\nacceptance by the Corporation. Vacancies occurring on the Board of Directors for\nany reason, and newly created directorships resulting from any increase in the\nnumber of Directors, may be filled by the affirmative vote of a majority of the\nDirectors then in office, though less than a quorum.\n\n  SECTION 3.   Meetings and Notices.  Meetings of the Board of Directors of the\nCorporation, regular or special, may be held either within or without the State\nof Delaware. Regular meetings of the Board may be held without notice at such\ntime and place as the \n\n                                       3\n\n \nBoard from time to time may by resolution determine. Special meetings of the\nBoard, being all meetings other than its regular meetings, may be called by the\nChairman or the President, and shall be called by the Secretary upon the written\nrequest of any two Directors. At least one day's prior written notice of the\ntime, place and purposes of every special meeting shall be given to each\nDirector; provided, however, that no notice of any such meeting need be given to\nany Director who attends the meeting or signs before or after the meeting a\nwritten waiver of notice thereof. Notices may be delivered personally or sent by\nmail or telegraph, and shall be deemed given when so delivered or sent.\n\n  SECTION 4.  Quorum.  At all meetings of the Board of Directors six Directors\nshall constitute a quorum for the transaction of business, and the acts of a\nmajority of the Directors present at any meeting at which a quorum is present\nshall be the acts of the Board, except as may be otherwise specifically provided\nby any applicable law or by the Corporation's Certificate of Incorporation or by\nthese By-Laws. If a quorum is not present at any meeting, a majority of the\nDirectors present may adjourn the meeting from time to time, without notice\nother than announcement at the meeting, until a quorum is obtained.\n\n  SECTION 5.  Order of Business.  The order of business at meetings of the Board\nof Directors shall be as the Board may determine from time to time, or, subject\nto any such action by the Board, as determined by the Chairman of the meeting.\n\n  SECTION 6.  Powers.  The Board of Directors shall manage and control the\nbusiness, property and affairs of the Corporation, and shall have and may\nexercise all the powers of the Corporation and do all such lawful acts and\nthings as are not by statute or by the Certificate of Incorporation or by these\nBy-Laws directed or required to be exercised or done by the stockholders.\n\n  SECTION 7.  Compensation.  The Directors may be paid as compensation for their\nservices a periodic fee, or a fixed fee for attendance at each meeting of the\nBoard of Directors, or both, and may be paid their expenses, if any, of\nattendance at Board meetings, as the Board from time to time may determine, but\notherwise shall not be entitled to any fees or compensation for their services\nas Directors. No such payment shall preclude any Director from serving the\nCorporation in any other capacity and receiving compensation therefor.\n\n  SECTION 8.  Interests in Contract.  No contract or other transaction entered\ninto by the Corporation shall be invalidated or affected by the fact that any\nDirector of the Corporation is a party thereto or is otherwise interested\ntherein, provided that such contract or transaction is authorized, approved or\nratified by the Board of Directors at a meeting at which there is a quorum\npresent without counting such interested Director and at which any such interest\nof any Director is disclosed to the Board prior to its taking such action, and\nthat such action is taken by the affirmative vote of a majority of the Directors\npresent at such meeting without counting the vote or presence of any such\ninterested Director. No such interested Director shall be liable or accountable\nto the Corporation or to any stockholder or creditor thereof or to any other\nperson for any loss incurred by the Corporation, or for any gains or profits\nrealized by such Director, under or by reason of any such contract or\ntransaction so authorized, approved or ratified by the Board.\n\n                                  ARTICLE III\n\n                              EXECUTIVE COMMITTEE\n\n  SECTION 1.  Appointment, Number and Quorum.  The Board of Directors, by the\naffirmative vote of a majority of the whole Board, may appoint an Executive\nCommittee consisting of such number of the directors not less than three as the\nBoard may determine; provided, always, that the Chief Executive Officer shall at\nall times be appointed to the Committee. By similar action the Board may fill\nany vacancy in, change the membership of, or dissolve the Committee at any time\nin its discretion. At all meetings of the Committee a majority, but not less\nthan three, of its members shall constitute a quorum for the transaction of\nbusiness, and the affirmative vote of a majority of the whole Committee, but in\nno case less than three members, shall be necessary to adopt any resolution or\nto take any other action.\n\n  Any member of the Committee who ceases to be a Director shall cease ipso facto\nto be a member of the Committee. Any member may resign at any time upon written\nnotice to the Corporation. A resignation shall become effective when and as\nspecified in the notice, or, in the absence of such specification, upon its\nacceptance by the Corporation.\n\n  SECTION 2.  Powers and Proceedings.  The Executive Committee during the\nintervals between the meetings of the Board of Directors, shall have and may\nexercise, insofar as permitted by law, all the powers of the Board of Directors,\nprovided that the Committee shall not act to fill a vacancy on the Committee and\nshall not take any action contrary to any specific action or direction of the\nBoard.\n\n                                       4\n\n \n  The Board of Directors may designate the Chairman of the Committee and\nprescribe rules governing its proceedings. The Committee may elect its own\nChairman from its members, if he has not been designated by the Board, and may\nmake its own rules of procedure insofar as they do not conflict with any rules\nprescribed by the Board or with these By-Laws. Minutes of all acts and\nproceedings of the Committee shall be kept in a proper record book and shall be\nlaid before the Directors at their next meeting.\n\n  SECTION 3.  Compensation.  The members of the Executive Committee may be paid\nsuch compensation for their services, and such expenses incurred by them in\nconnection therewith, as the Board of Directors may determine, but otherwise\nshall not be entitled to any compensation for their services as such Committee\nmembers.\n\n                                  ARTICLE IV\n\n                                   OFFICERS\n\n  SECTION 1.  Officers, Election, Term and Vacancies.  At its first meeting held\nafter each annual meeting of the stockholders, the Board of Directors shall\nelect, as the officers of the Corporation to serve until their successors are\nelected and qualify, a Chairman of the Board, a President, one or more Vice\nPresidents, (one or more of whom may be designated Executive Vice Presidents or\nSenior Vice Presidents by the Board), a Secretary, a Treasurer, and a\nController, and may elect or appoint such Assistant Secretaries, Assistant\nTreasurers, Assistant Controllers and other officers as the Board in its\ndiscretion may determine. If any such officers are not elected or appointed at\nsuch first meeting, they may be elected or appointed at any subsequent meeting\nof the Directors.\n\n  The Chairman of the Board and the President shall be Directors, but no other\nofficer need be a Director. Subject to the provisions of any applicable law, one\nperson may hold two or more offices.\n\n  Any officer may resign at any time upon written notice to the Corporation. A\nresignation shall become effective when and as specified in the notice, or, in\nthe absence of such specification, upon its acceptance by the Corporation. Any\nofficer may be removed at any time, with or without cause, by the affirmative\nvote of a majority of the whole Board of Directors. Any vacancy occurring in any\noffice for any reason may be filled by the Board of Directors.\n\n  SECTION 2.  Chairman of the Board.  The Chairman of the Board shall preside at\nmeetings of the Directors and at meetings of the stockholders. He shall have\nsuch other powers and duties as may be prescribed by the Board of Directors.\n\n  SECTION 3.  Chief Executive Officer.  The Chairman of the Board or the\nPresident shall be designated by the Board of Directors to be the Chief\nExecutive Officer of the Corporation. Such designee shall have and be\nresponsible for the general management and control of all its business and\naffairs, subject only to the Board of Directors and the Executive Committee.\n\n  Subject to the control of the Board of Directors, the Chief Executive Officer\nshall have power to employ, appoint and discharge employees and agents of the\nCorporation and fix their compensation, to make and sign contracts and\nagreements in the name and on behalf of the Corporation, to sign certificates of\nstock of the Corporation, to sign proxies for or to attend and vote at meetings\nof stockholders of any other corporation in which the Corporation holds stock,\nand to sign in the name and on behalf of the Corporation other instruments and\ndocuments to be executed by it. He shall see that all books, records, reports,\nstatements and certificates are properly made, kept and filed as required of the\nCorporation by any applicable law, and shall have such other powers and duties\nas may be prescribed by the Board of Directors.\n\n  SECTION 4.  President.  The President shall be the chief operating officer of\nthe Corporation, and shall be responsible for the operation of its business and\naffairs, subject to the direction of the Chairman of the Board and of the Board\nof Directors and the Executive Committee.\n\n  SECTION 5.  Vice Presidents.   Each Vice President, Executive Vice President\n(if any) and Senior Vice President (if any) shall have such powers and duties as\nmay be delegated to him by the Chief Executive Officer or as may be prescribed\nby the Board of Directors.\n\n  SECTION 6.  Secretary.  The Secretary shall attend all meetings of the\nstockholders, Board of Directors and Executive Committee, and shall record all\nthe proceedings and votes taken at such meetings in appropriate books kept by\nhim for that purpose. He shall give, or cause to be given, all notices required\nby law or by these By-Laws to be given of all such meetings, and shall see that\nthe list of stockholders required for every meeting of the stockholders is\nproperly prepared and made and kept at the place of the meeting for at least ten\ndays prior thereto.\n\n                                       5\n\n \n  The Secretary shall keep or cause to be kept in safe custody the seal of the\nCorporation, its unissued stock certificates, stock transfer books, stock\nledgers, and such other books, records, documents and papers of the Corporation\nas the Board of Directors may direct; provided, however, that the Transfer\nAgent, if one be appointed, shall have custody of the unissued stock\ncertificates, stock transfer books and stock ledgers.\n\n  The Secretary shall have power to countersign or attest all contracts,\nagreements, stock certificates, proxies and other instruments and documents\nsigned on behalf of the Corporation by the Chairman of the Board, the President\nor a Vice President, and to affix thereto the seal of the Corporation, and to\ncertify all minutes and extracts from minutes of meetings of the stockholders,\nBoard of Directors and Executive Committee, and all resolutions passed or\nadopted thereat.\n\n  He shall have such other powers and shall perform such other duties as may be\nprescribed by the Board of Directors, and, subject to the control of the Board,\nall such powers and duties as are generally incident to his office of Secretary.\n\n  SECTION 7.  Assistant Secretaries.  Each Assistant Secretary shall have all\nthe powers and may perform all the duties of the Secretary in the absence or\ndisability of the Secretary unless the Board of Directors shall otherwise\ndetermine, and shall have such other powers and perform such other duties as may\nbe prescribed by the Board of Directors.\n\n  SECTION 8.  Treasurer.  The Treasurer shall receive and have in his charge or\ncustody the funds, securities and valuable effects of the Corporation, and shall\ndeposit or keep same to the credit or in the name of the Corporation in such\nbanks or depositories as the Board of Directors designates. He shall disburse\nthe funds of the Corporation and dispose of its securities and valuable effects\nin his charge only as he may be authorized or directed by the Board of Directors\nor by an officer, committee or agent acting with and under the authority of the\nBoard. He shall take and preserve proper vouchers or receipts for all\ndisbursements.\n\n  The Treasurer shall keep full, accurate and current accounts of all receipts\nand disbursements of funds, the acquisition and disposition of all securities\nand valuable effects, and all other financial transactions of the Corporation,\nin appropriate books kept by him for such purposes. He shall render such\nreports, accounts and statements of the Corporation's financial transactions and\ncondition to the stockholders, Board of Directors, Executive Committee and the\nChief Executive Officer as may be required or requested, and shall exhibit his\nbooks of account and records to the Chairman of the Board, the President, a Vice\nPresident, the Controller, or any Director upon request at the Corporation's\noffice where such books or records are kept.\n\n  The Treasurer shall have power on behalf of the Corporation to endorse for\ncollection, bills, notes, drafts, checks and other instruments for payment of\nfunds to the Corporation, and to sign receipts and vouchers for payments made to\nthe Corporation. He shall sign or countersign all bills, notes, drafts, checks\nand other instruments for payments made by the Corporation, and all assignments\nor powers for transfers of securities and other valuable effects of the\nCorporation, and certificates of the stock of the Corporation provided, however,\nthat the Board of Directors may authorize or require other officers or agents of\nthe Corporation to sign or countersign in its name any such papers, instruments\nor documents.\n\n  He shall have such other powers and shall perform such other duties as may be\nprescribed by the Board of Directors, and, subject to the control of the Board,\nsuch powers and duties as are generally incident to his office of Treasurer.\n\n  If required by the Board of Directors, the Treasurer shall give a bond or\nbonds in such sums and with such sureties as the Board may approve, for the\nfaithful performance of his duties and for the restoration to the Corporation,\nin case of his death, resignation, retirement or removal from office, of all\nbooks, records, papers, money and property of whatever kind in his possession or\nunder his control and belonging to the Corporation.\n\n  SECTION 9.  Assistant Treasurers.  Each Assistant Treasurer shall have all the\npowers and may perform all the duties of the Treasurer in case of the disability\nof the Treasurer unless the Board of Directors shall otherwise determine, and\nshall have such other powers and perform such other duties as may be prescribed\nby the Board of Directors. He shall give a like bond or bonds, if any, as are\ngiven by the Treasurer.\n\n  SECTION 10.  Controller.  The Controller shall have direct responsibility for\nand supervision of the accounting records of the Corporation and of its\nsubsidiaries and managed affiliated corporations, and shall see that adequate\nexamination and audits thereof are currently and regularly made. He shall\nprepare and file all tax returns, and shall prepare statements of operating and\nproduction costs, cash forecasts and any other financial reports of the\nCorporation. He shall ascertain that the property of the Corporation is kept at\nall times properly and adequately insured, and shall have custody of any bonds\ngiven by the Treasurer or any Assistant Treasurer as \n\n                                       6\n\n \nabove mentioned. He shall have such other powers and perform such other duties\nas may be prescribed by the Board of Directors or be assigned to him by the\nChairman of the Board.\n\n  SECTION 11.  Assistant Controllers.  Each Assistant Controller shall have all\nthe powers and may perform all of the duties of the Controller in case of the\ndisability of the Controller unless the Board of Directors shall otherwise\ndetermine, and shall have such other powers and perform such other duties as may\nbe prescribed by the Board of Directors.\n\n  SECTION 12.  Other Officers.  Each other officer elected or appointed by the\nBoard of Directors shall have such powers and perform such duties as may be\nprescribed by the Board, and, subject to the control of the Board, such powers\nand duties as are generally incident to his office.\n\n                                   ARTICLE V\n\n                                 CAPITAL STOCK\n\n  SECTION 1.  Stock Certificates.  Certificates for shares of the capital stock\nof the Corporation shall be in such form, not inconsistent with any applicable\nlaw or the Corporation's Certificate of Incorporation, as shall be prescribed or\napproved from time to time by the Board of Directors. Holders of the stock shall\nbe entitled to have such certificates issued in the name of the Corporation,\nunder its seal and signed by the Chairman of the Board, the President or a Vice\nPresident and by the Secretary or Treasurer or an Assistant Secretary or\nAssistant Treasurer, evidencing and certifying the number of shares owned by\nsuch respective stockholders in the Corporation.\n\n  Such certificates may be so sealed and signed either manually or by facsimile\nseal or signatures, if and as permitted by law and authorized or approved by the\nBoard of Directors. If any officer whose signature is used on any certificate\nshall cease to be such officer for any reason before the issuance or delivery of\nthe certificate by the Corporation, the validity of the Certificate upon its\nissuance and delivery shall not be thereby affected.\n\n  The Board of Directors may authorize and require the signing of any\ncertificate or certificates by a Transfer Agent and a Registrar, in addition to\nthe signing by the officers of the Corporation.\n\n  SECTION 2.  Stock Transfers.   The shares of stock of the Corporation shall be\ntransferred only on the books of the Corporation by the holders thereof in\nperson or by their duly authorized attorney, upon surrender for cancellation of\nthe certificates for the shares to be transferred, with a duly executed\nassignment or stock power endorsed thereon or attached thereto, and accompanied\nby such other evidences of transfer or authority, such guarantees of signatures\nand such payments of stock transfer taxes or other charges as may be reasonably\nrequired.\n\n  The Board of Directors may appoint a Transfer Agent and a Registrar for the\ncapital stock of the Corporation.\n\n  SECTION 3.  Lost Certificates.  Unless otherwise determined by the Board of\nDirectors, a new certificate shall be issued in place of any certificate\ntheretofore issued by the Corporation for its capital stock and alleged by the\nholder thereof to have been lost, stolen or destroyed; provided, however, that\nthe applicant for any such new certificate shall furnish to the Corporation\nevidence satisfactory to it of the alleged loss, theft or destruction, together\nwith such bond or indemnification as the Board of Directors from time to time\nmay require to indemnify the Corporation against any claim that may be made\nagainst it or its officers or agents on account of a certificate alleged to have\nbeen lost, stolen or destroyed or the issuance of a new certificate replacing\nit.\n\n  SECTION 4.  Closing Transfer Books or Fixing Record Date.  The Board of\nDirectors may close the stock transfer books of the Corporation for a period not\nexceeding sixty days preceding the date of any meeting of stockholders or the\ndate for payment of any dividend or the date for the allotment of rights or the\ndate when any change or conversion or exchange of capital stock shall go into\neffect, or for a period of not exceeding sixty days in connection with obtaining\nthe consent of stockholders for any purpose. In lieu of closing the stock\ntransfer books as aforesaid, the Board of Directors may fix in advance a date,\nnot exceeding sixty days preceding the date of any meeting of stockholders or\nthe date for the payment of any dividend or the date for the allotment of rights\nor the date when any change or conversion or exchange of capital stock shall go\ninto effect, or may fix a date in connection with obtaining any consent of\nstockholders, as a record date for the determination of the stockholders\nentitled to notice of and to vote at any such meeting and any adjournment\nthereof, or to receive payment of any such dividend, or to any such allotment of\nrights, or to exercise the rights in respect of any such change, conversion or\nexchange of capital stock, or to give such consent. Only such stockholders as\nshall be stockholders of record at the close of business on the date of such\nclosing of the stock transfer books or on such record date shall be entitled to\n\n                                       7\n\n \nnotice of and to vote at such meeting and any adjournment thereof, or to receive\npayment of such dividend, or to receive such allotment of rights, or to exercise\nsuch rights, or to give such consent, as the case may be, notwithstanding any\ntransfer of any stock on the books of the Corporation after any such closing or\nrecord date.\n\n  SECTION 5.  Registered Stockholders.  The Corporation shall be entitled to\nrecognize the exclusive right of a person registered on its books as the owner\nof shares to receive dividends, and to vote as such owner, and shall not be\nbound to recognize any equitable or other claim to or interest in such share or\nshares on the part of any other person, whether or not it shall have express or\nother notice thereof, except as otherwise provided by the laws of the State of\nDelaware.\n\n  SECTION 6.  Stock Ledger.  The original or a duplicate stock ledger shall be\nkept at the Corporation's principal office in the State of Delaware.\n\n                                   ARTICLE VI\n\n               INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS\n\n  SECTION 1.  Indemnification of Directors and Officers.  The Corporation shall,\nto the fullest extent permitted by applicable law, indemnify any person (and the\nheirs, executors and administrators thereof) who was or is made, or threatened\nto be made, a party to an action, suit or proceeding, (whether civil, criminal,\nadministrative or investigative, whether involving any actual or alleged breach\nof duty, neglect or error, any accountability, or any actual or alleged\nmisstatement, misleading statement or other act or omission and whether brought\nor threatened in any court or administrative or legislative body or agency,)\nincluding (i) an action by or in the right of the Corporation to procure a\njudgment in its favor and (ii) an action by or in the right of any other\ncorporation of any type or kind, domestic or foreign, or any partnership, joint\nventure, trust, employee benefit plan or other enterprise, which any director or\nofficer of the Corporation is serving or served in any capacity at the request\nof the Corporation, by reason of the fact that he, his testator or intestate is\nor was a director or officer of the Corporation, or is serving or served such\nother corporation, partnership, joint venture, trust, employee benefit plan or\nother enterprise in any capacity, against judgments, fines, amounts paid in\nsettlement, and costs, charges and expenses, including attorneys' fees, incurred\ntherein or in any appeal thereof.\n\n  SECTION 2.  Indemnification of Others.  The Corporation shall indemnify other\npersons and reimburse the expenses thereof, to the extent required by applicable\nlaw, and may indemnify any other person to whom the Corporation is permitted to\nprovide indemnification or the advancement of expenses, whether pursuant to\nrights granted pursuant to, or provided by, the Delaware General Corporation Law\nor otherwise.\n\n  SECTION 3.  Advances or Reimbursement of Expenses.  The Corporation shall,\nfrom time to time, reimburse or advance to any person referred to in Section 1\nthe funds necessary for payment of expenses, including attorneys' fees, incurred\nin connection with any action, suit or proceeding referred to in Section 1, upon\nreceipt of a written undertaking by or on behalf of such person to repay such\namount(s) if a judgment or other final adjudication adverse to the director or\nofficer establishes that (i) his acts were committed in bad faith or were the\nresult of active and deliberate dishonesty and, in either case, were material to\nthe cause of action so adjudicated, (ii) he personally gained in fact a\nfinancial profit or other advantage to which he was not legally entitled, or\n(iii) his conduct was otherwise of a character such that Delaware law would\nrequire that such amount(s) be repaid.\n\n  SECTION 4.  Service of Certain Entities Deemed Requested.  Any director or\nofficer of the Corporation serving (i) another corporation, of which a majority\nof the shares entitled to vote in the election of its directors is held by the\nCorporation, or (ii) any employee benefit plan of the Corporation or any\ncorporation referred in clause (i), in any capacity shall be deemed to be doing\nso at the request of the Corporation.\n\n  SECTION 5.  Interpretation.  Any person entitled to be indemnified or to the\nreimbursement or advancement of expenses as a matter of right pursuant to this\nArticle may elect to have the right to indemnification (or advancement of\nexpenses) interpreted on the basis of the applicable law in effect at the time\nof the occurrence of the event or events giving rise to the action, suit or\nproceeding, to the extent permitted by applicable law, or on the basis of the\napplicable law in effect at the time indemnification is sought.\n\n  SECTION 6.  Indemnification Right.  The right to be indemnified or to the\nreimbursement or advancement of expenses pursuant to this Article (i) is a\ncontract right pursuant to which the person entitled thereto may bring suit as\nif the provisions hereof were set forth in a separate written contract between\nthe Corporation and the director or officer, (ii) is intended to be retroactive\nand shall be available with respect to events occurring prior to the adoption\nhereof, and (iii) shall continue to exist after the rescission or restrictive\nmodification hereof with respect to events occurring prior thereto.\n\n                                       8\n\n \n  SECTION 7.  Indemnification Claims.  If a request to be indemnified or for the\nreimbursement or advancement of expenses pursuant hereto is not paid in full by\nthe Corporation within thirty days after a written claim has been received by\nthe Corporation, the claimant may at any time thereafter bring suit against the\nCorporation to recover the unpaid amount of the claim and, if successful in\nwhole or in part, the claimant shall be entitled also to be paid the expenses of\nprosecuting such claim. Neither the failure of the Corporation (including its\nBoard of Directors, independent legal counsel, or its stockholders) to have made\na determination prior to the commencement of such action that indemnification of\nor reimbursement or advancement of expenses to the claimant is proper in the\ncircumstances, nor an actual determination by the Corporation (including its\nBoard of Directors, independent legal counsel, or its stockholders) that the\nclaimant is not entitled to indemnification or to the reimbursement or\nadvancement of expenses, shall be a defense to the action or create a\npresumption that the claimant is not so entitled.\n\n                                  ARTICLE VII\n\n                           MISCELLANEOUS PROVISIONS\n\n  SECTION 1.  Fiscal Year.  The fiscal year of the Corporation shall be the\ncalendar year.\n\n  SECTION 2.  Offices.  The principal office of the Corporation in the State of\nDelaware shall be maintained in the City of Wilmington, County of New Castle.\nThe Corporation may have offices at such other places within or without the\nState of Delaware as the Board of Directors from time to time may determine.\n\n  SECTION 3.  Resident Agent.  The Resident Agent of the Corporation in charge\nof its principal office in the State of Delaware shall be The Corporation Trust\nCompany.\n\n  SECTION 4.  Seal.  The seal of the Corporation shall have inscribed thereon\nthe name of the Corporation, the year of its incorporation and the words\n\"Corporate Seal, Delaware.\"\n\n  SECTION 5.  Dividends.  Subject to all applicable laws and the Certificate of\nIncorporation, dividends upon the capital stock of the Corporation may be\ndeclared by the Board of Directors, payable in cash, in property or in shares of\nthe capital stock of the Corporation.\n\n  SECTION 6.  Amendments.  Subject to any By-Laws made by the stockholders, the\nBoard of Directors may make By-Laws, and from time to time may alter, amend or\nrepeal any By-Law or By-Laws; but any By-Laws made by the Board of Directors may\nbe altered or repealed by the stockholders at any annual meeting, or at any\nspecial meeting provided notice of such proposed alteration or repeal be\nincluded in the notice of such special meeting.\n\n  SECTION 7.  Separability.  In case any By-Law or provision in any By-Law shall\nbe invalid, illegal or unenforceable, the validity, legality and enforceability\nof the remaining By-Laws or remaining provisions of such By-Law shall not in any\nway be affected or impaired thereby.\n\n\n\n                                       9\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8347],"corporate_contracts_industries":[9483],"corporate_contracts_types":[9573,9574],"class_list":["post-41466","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-newmont-mining-corp","corporate_contracts_industries-materials__metals","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\/41466","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=41466"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41466"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41466"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41466"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}