{"id":41481,"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-united-states-steel-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-united-states-steel-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-united-states-steel-corp.html","title":{"rendered":"By-laws &#8211; United States Steel Corp."},"content":{"rendered":"<pre>                                    FORM OF\n\n                                    BY-LAWS\n\n                                       of\n\n                        UNITED STATES STEEL CORPORATION\n\n                    (hereinafter called the \"Corporation\")\n\n                               December 31, 2001\n\n\n                                  ARTICLE I.\n\n                                 Stockholders.\n\n     Section 1.  Time and Place of Meetings of Stockholders.  Unless the time\nand place of the annual meeting of stockholders for the purpose of electing\ndirectors and transacting such other business as may be brought before the\nmeeting are changed by the Board of Directors, as may be done from time to time,\nprovided that all legal requirements for such change and notice to stockholders\nare observed, such annual meeting of stockholders of the Corporation shall be\nheld on the last Tuesday in April in each year, if not a legal holiday, and if a\nlegal holiday, then on the next succeeding Tuesday which is not a legal holiday.\n\n     Special meetings of the stockholders may be called by the Board of\nDirectors to be held at such time and place and for such purpose or purposes as\nare specified in such call.\n\n     Neither the annual meeting nor any special meeting of stockholders need be\nheld within the State of Delaware.\n\n     Any action required to be taken at any annual or special meeting of the\nstockholders of the Corporation, or any action which may be taken at any annual\nor special meeting of the stockholders or otherwise, may not be taken without a\nmeeting, prior notice and a vote, and stockholders may not act by written\nconsent.\n\n     Section 2.  Notice of Meetings of Stockholders.  It shall be the duty of\nthe Secretary to cause notice of each annual or special meeting to be mailed to\nall stockholders of record as of the record date as fixed by the Board of\nDirectors for the determination of stockholders entitled to vote at such\nmeeting. Such notice shall indicate briefly the action to be taken at such\nmeeting and shall be mailed to the stockholders at the addresses of such\nstockholders as shown on the books of the Corporation at least 10 days but not\nmore than 60 days preceding the meeting.\n\n     Section 3.  Nomination of Directors.  Only persons who are nominated in\naccordance with the following procedures shall be eligible for election as\ndirectors. Nomination for election to the Board of Directors of the Corporation\nat a meeting of stockholders may be made by the Board of Directors or by any\nstockholder of record of the Corporation entitled to vote generally for the\nelection of directors at such meeting who complies with the notice procedures\nset forth in this Section 3. Such nominations, other\n\n \nthan those made by or on behalf of the Board of Directors, shall be made by\nnotice in writing delivered or mailed by first class United States mail, postage\nprepaid, to the Secretary, and received not less than 45 days nor more than 75\ndays prior to the first anniversary of the date on which the Corporation first\nmailed its proxy materials for the preceding year's annual meeting of\nstockholders; provided, however, that if the date of the annual meeting is\nadvanced more than 30 days prior to or delayed by more than 30 days after the\nanniversary of the preceding year's annual meeting, notice by the stockholder to\nbe timely must be so delivered not later than the close of business on the later\nof (i) the 90th day prior to such annual meeting or (ii) the 10th day following\nthe day on which public announcement of the date of such meeting is first made.\nSuch notice shall set forth (a) as to each proposed nominee (i) the name, age,\nbusiness address and, if known, residence address of each such nominee, (ii) the\nprincipal occupation or employment of each such nominee, (iii) the number of\nshares of each class of the capital stock of the Corporation which are\nbeneficially owned by each such nominee, and (iv) any other information\nconcerning the nominee that must be disclosed as to nominees in proxy\nsolicitations pursuant to Regulation 14A under the Securities Exchange Act of\n1934, as amended (including such person's written consent to be named as a\nnominee and to serve as a director if elected); and (b) as to the stockholder\ngiving the notice (i) the name and address, as they appear on the Corporation's\nbooks, of such stockholder and (ii) the number of shares of each class of the\ncapital stock of the Corporation which are beneficially owned by such\nstockholder. The Corporation may require any proposed nominee to furnish such\nother information as may reasonably be required by the Corporation to determine\nthe eligibility of such proposed nominee to serve as a director of the\nCorporation.\n\n     The chairman of the meeting may, if the facts warrant, determine and\ndeclare to the meeting that a nomination was not made in accordance with the\nforegoing procedure, and if he should so determine, he shall so declare to the\nmeeting and the defective nomination shall be disregarded.\n\n     Section 4.  Notice of Business at Annual Meetings. At an annual meeting of\nthe stockholders, only such business shall be conducted as shall have been\nproperly brought before the meeting. To be properly brought before an annual\nmeeting, business must be (a) specified in the notice of meeting (or any\nsupplement thereto) given by or at the direction of the Board of Directors, (b)\notherwise properly brought before the meeting by or at the direction of the\nBoard of Directors, or (c) otherwise properly brought before the meeting by a\nstockholder of record. For business to be properly brought before an annual\nmeeting by a stockholder, if such business relates to the election of directors\nof the Corporation, the procedures in Article I, Section 3 must be complied\nwith. If such business relates to any other matter, the stockholder must have\ngiven timely notice thereof in writing to the Secretary. To be timely, a\nstockholder's notice must be delivered to or mailed and received at the\nprincipal executive offices of the Corporation not less than 45 days nor more\nthan 75 days prior to the first anniversary of the date on which the Corporation\nfirst mailed its proxy materials for the preceding year's annual meeting of\nstockholders; provided, however, that if the date of the annual meeting is\nadvanced more than 30 days prior to or delayed by more than 30 days after the\nanniversary of the preceding year's annual meeting, notice by the stockholder to\nbe timely must be so delivered not later than the close of business on the later\nof (i) the 90th day prior to such annual meeting or (ii) the 10th day following\nthe day on which public announcement of the date of such meeting is first made.\nA stockholder's notice to the Secretary shall set forth as to each matter the\nstockholder proposes to bring before the annual meeting (a) a brief description\nof the business desired to be brought before the annual meeting and the reasons\nfor conducting such business at the annual meeting, (b) the name and address, as\nthey appear on the Corporation's books, of the stockholder proposing such\nbusiness, (c) the number of shares of each class of the capital stock of the\nCorporation which are beneficially owned by the stockholder, and (d) any\nmaterial interest of the \n\n                                      B-2\n\n \nstockholder in such business. Notwithstanding anything in the By-Laws to the\ncontrary, no business shall be conducted at any annual meeting except in\naccordance with the procedures set forth in this Section 4 and in Section 3 of\nthis Article I and except that any stockholder proposal which complies with Rule\n14a-8 of the proxy rules (or any successor provision) promulgated under the\nSecurities Exchange Act of 1934, as amended, and is to be included in the\nCorporation's proxy statement for an annual meeting of stockholders shall be\ndeemed to comply with the requirements of this Section 4.\n\n     The chairman of the meeting shall, if the facts warrant, determine and\ndeclare to the meeting that business was not properly brought before the meeting\nin accordance with the provisions of this Section 4, and if he should so\ndetermine, the chairman shall so declare to the meeting that any such business\nnot properly brought before the meeting shall not be transacted.\n\n     Section 5.  Quorum.  At each meeting of the stockholders the holders of\none-third of the voting power of the outstanding shares of stock entitled to\nvote generally at the meeting, present in person or represented by proxy, shall\nconstitute a quorum, unless the representation of a larger number shall be\nrequired by law, and, in that case, the representation of the number so required\nshall constitute a quorum.\n\n          Except as otherwise required by law, a majority of the voting power of\nthe shares of stock entitled to vote generally at a meeting and present in\nperson or by proxy, whether or not constituting a quorum, may adjourn, from time\nto time, without notice other than by announcement at the meeting. At any such\nadjourned meeting at which a quorum shall be present, any business may be\ntransacted which might have been transacted at the meeting as originally\nnotified.\n\n     Section 6.  Organization.  The Chairman of the Board, or in his absence the\nVice Chairman of the Board designated by the Chairman of the Board, or the\nPresident in the order named, shall call meetings of the stockholders to order,\nand shall act as chairman of such meeting; provided, however, that the Board of\nDirectors may appoint any person to act as chairman of any meeting in the\nabsence of the Chairman of the Board.\n\n     The Secretary of the Corporation shall act as secretary at all meetings of\nthe stockholders; but in the absence of the Secretary at any meeting of the\nstockholders the presiding officer may appoint any person to act as secretary of\nthe meeting.\n\n     Section 7.  Voting.  At each meeting of the stockholders, every stockholder\nshall be entitled to vote in person, or by proxy appointed by instrument in\nwriting, subscribed by such stockholder or by his duly authorized attorney, or,\nto the extent permitted by law, appointed by an electronic transmission, and\ndelivered to the inspectors at the meeting; and he shall have the number of\nvotes for each share of capital stock standing registered in his name at the\ndate fixed by the Board of Directors pursuant to Section 4 of Article IV of\nthese By-Laws as may be determined in accordance with the Corporation's\nCertificate of Incorporation, or as may be provided by law. The votes for\ndirectors, and, upon demand of any stockholder, or where required by law, the\nvotes upon any question before the meeting, shall be by ballot.\n\n     At least ten days before each meeting of the stockholders, a full, true and\ncomplete list, in alphabetical order, of all of the stockholders entitled to\nvote at such meeting, showing the address of each stockholder, and indicating\nthe class and number of shares held by each, shall be furnished and held open\nfor inspection in such manner, as is required by law.  Only the persons in whose\nnames shares of stock stand on the books of the Corporation at the date fixed by\nthe Board of Directors pursuant to Section 4 \n\n                                      B-3\n\n \nof Article IV of these By-Laws, as evidenced in the manner provided by law,\nshall be entitled to vote in person or by proxy on the shares so standing in\ntheir names.\n\n     Prior to any meeting, but subsequent to the date fixed by the Board of\nDirectors pursuant to Section 4 of Article IV of these By-Laws, any proxy may\nsubmit his powers of attorney to the Secretary, or to the Treasurer, for\nexamination. The certificate of the Secretary, or of the Treasurer, as to the\nregularity of such powers of attorney, and as to the class and number of shares\nheld by the persons who severally and respectively executed such powers of\nattorney, shall be received as prima facie evidence of the class and number of\nshares represented by the holder of such powers of attorney for the purpose of\nestablishing the presence of a quorum at such meeting and of organizing the\nsame, and for all other purposes.\n\n     Section 8.  Inspectors.  At each meeting of the stockholders, the polls\nshall be opened and closed, the proxies and ballots shall be received and be\ntaken in charge, and all questions touching the qualification of voters and the\nvalidity of proxies and the acceptance or rejection of votes, shall be decided\nby one or more inspectors. Such inspector or inspectors shall be appointed by\nthe Board of Directors before the meeting. If for any reason any of the\ninspectors previously appointed shall fail to attend or refuse or be unable to\nserve, inspectors in place of any so failing to attend or refusing or unable to\nserve, shall be appointed in like manner.\n\n\n                                  ARTICLE II.\n                              Board of Directors.\n\n     Section 1.  Number, Classes and Terms of Office.  The business and affairs\nof the Corporation shall be managed by or under the direction of the Board of\nDirectors.\n\n     The number of directors shall be fixed from time to time by resolution of\nthe Board of Directors, but the number thereof shall not be less than three.\n\n     The directors of the Corporation shall be divided into three classes: Class\nI, Class II and Class III. Each class shall consist, as nearly as may be\npossible, of one-third of the whole number of the Board of Directors. In the\nelection of directors at the 1984 annual meeting of the stockholders, the Class\nI directors shall be elected to hold office for a term to expire at the first\nannual meeting of the stockholders thereafter; the Class II directors shall be\nelected to hold office for a term to expire at the second annual meeting of the\nstockholders thereafter; and the Class III directors shall be elected to hold\noffice for a term to expire at the third annual meeting of the stockholders\nthereafter, and in the case of each class, until their respective successors are\nduly elected and qualified. At each annual election held after the 1984 annual\nmeeting of the stockholders, the directors elected to succeed those whose terms\nexpire shall be identified as being of the same class as the directors they\nsucceed and shall be elected to hold office for a term to expire at the third\nannual meeting of the stockholders after their election, and until their\nrespective successors are duly elected and qualified. If the number of directors\nis changed, any increase or decrease in directors shall be apportioned among the\nclasses so as to maintain all classes as equal in number as possible, and any\nadditional director elected to any class shall hold office for a term which\nshall coincide with the terms of the other directors in such class and until his\nsuccessor is duly elected and qualified.\n\n                                      B-4\n\n \n     In the case of any increase in the number of directors of the Corporation,\nthe additional director or directors shall be elected only by the Board of\nDirectors.\n\n     Section 2.  Vacancies.  Except as otherwise provided by law, in the case of\nany vacancy in the Board of Directors through death, resignation,\ndisqualification or other cause, a successor to hold office for the unexpired\nportion of the term of the director whose place shall be vacant, and until the\nelection of his successor, shall be elected only by a majority of the Board of\nDirectors then in office, though less than a quorum.\n\n     Section 3.  Removal.  Directors of the Corporation may be removed only for\ncause.\n\n     Section 4.  Place of Meetings, etc.  The Board of Directors may hold its\nmeetings, and may have an office and keep the books of the Corporation (except\nas otherwise may be provided for by law) in such place or places in the State of\nDelaware or outside of the State of Delaware, as the Board from time to time may\ndetermine.\n\n     Section 5.  Regular Meetings.  Regular meetings of the Board of Directors\nshall be held at such times as may be fixed by resolution of the Board of\nDirectors.  The Secretary shall give notice, as provided for special meetings,\nfor each regular meeting.\n\n     Section 6.  Special Meetings.  Special meetings of the Board of Directors\nshall be held whenever called by direction of the Chairman or a Vice Chairman of\nthe Board, or the President, or a majority of the directors then in office.\n\n     The Secretary shall give notice of each special meeting by mailing the same\nat least two days before the meeting, or by telegraphing or telexing or by\nfacsimile transmission of the same at least one day before the meeting, to each\ndirector; but such notice may be waived by any director. Unless otherwise\nindicated in the notice thereof, any and all business may be transacted at a\nspecial meeting. At any meeting at which every director shall be present, even\nthough without any notice, any business may be transacted.\n\n     Section 7.  Quorum.  A majority of the total number of directors shall\nconstitute a quorum for the transaction of business; but if at any meeting of\nthe Board there be less than a quorum present, a majority of those present may\nadjourn the meeting from time to time.\n\n     At any meeting of the Board of Directors all matters shall be decided by\nthe affirmative vote of a majority of directors then present, provided, that the\naffirmative vote of at least one-third of all the directors then in office shall\nbe necessary for the passage of any resolution.\n\n     Section 8.  Order of Business.  At meetings of the Board of Directors\nbusiness shall be transacted in such order as, from time to time, the Board may\ndetermine by resolution.\n\n     At all meetings of the Board of Directors, the Chairman of the Board or in\nhis absence the Vice Chairman of the Board designated by the Chairman of the\nBoard, or the President, in the order named, shall preside.\n\n                                      B-5\n\n \n     Section 9.  Compensation of Directors.  Each director of the Corporation\nwho is not a salaried officer or employee of the Corporation, or of a subsidiary\nof the Corporation, shall receive such allowances for serving as a director and\nsuch fees for attendance at meetings of the Board of Directors or any committee\nappointed by the Board as the Board may from time to time determine.\n\n     Section 10.  Election of Officers.  At the first regular meeting of the\nBoard of Directors in each year (at which a quorum shall be present) held next\nafter the annual meeting, the Board of Directors shall proceed to the election\nof the principal officers of the Corporation to be elected by the Board of\nDirectors under the provisions of Article III of these By-Laws.\n\n\n                                 ARTICLE III.\n                                   Officers.\n\n     Section 1.  Officers.  The principal officers of the Corporation shall be a\nChairman of the Board of Directors, one or more Vice Chairmen of the Board of\nDirectors, a President, one or more Executive Directors, one or more Executive\nVice Presidents, one or more Group Presidents, a Senior Vice President-Finance,\na General Counsel, a Treasurer, a Secretary and a Comptroller, none of whom need\nbe directors. All such principal officers shall be elected by the Board of\nDirectors. Each principal officer who shall be a member of the Board of\nDirectors shall be considered an Officer-Director.\n\n     The Board of Directors or any committee or officer designated by it may\nappoint such other officers as it or he shall deem necessary, who shall have\nsuch authority and shall perform such duties as from time to time may be\nassigned to them by or with the authority of the Board of Directors.\n\n     One person may hold two or more offices.\n\n     In its discretion, the Board of Directors may leave unfilled any office.\n\n     All officers, agents and employees shall be subject to removal at any time\nby the Board of Directors. All officers, agents and employees, other than\nofficers elected by the Board of Directors, shall hold office at the discretion\nof the committee or of the officer appointing them.\n\n     Each of the salaried officers of the Corporation shall devote his entire\ntime, skill and energy to the business of the Corporation, unless the contrary\nis expressly consented to by the Board of Directors.\n\n     Section 2.  Powers and Duties of the Chairman of the Board.  The Chairman\nof the Board of Directors shall be the chief executive officer of the\nCorporation and, subject to the Board of Directors, shall be in general charge\nof the affairs of the Corporation.  He shall preside at all meetings of the\nstockholders and of the Board of Directors.\n\n     Section 3.  Powers and Duties of the Vice Chairmen of the Board, the\nPresident and the Executive Directors.  Subject to the Chairman of the Board of\nDirectors and the Board itself, the Vice Chairmen of the Board, the President\nand the Executive Directors shall have such duties as may be assigned to them by\nthe Chairman of the Board of Directors or the Board itself.\n\n                                      B-6\n\n \n     Section 4. Executive Vice Presidents, Group Presidents and Senior Vice\nPresident-Finance. Each Executive Vice President, each Group President and the\nSenior Vice President-Finance shall have such authority, and shall perform such\nduties, as may be assigned to him.\n\n     Section 5. The General Counsel. The General Counsel shall be the chief\nconsulting officer of the Corporation in all legal matters and, subject to the\nChairman of the Board of Directors and the Board itself, shall have general\ncontrol of all matters of legal import concerning the Corporation.\n\n     Section 6. Powers and Duties of Treasurer. Subject to the officer\ndesignated by the Board of Directors, the Treasurer shall have custody of all\nthe funds and securities of the Corporation which may have come into his hands;\nwhen necessary or proper he shall endorse, or cause to be endorsed, on behalf of\nthe Corporation, for collection, checks, notes and other obligations, and shall\ncause the deposit of same to the credit of the Corporation in such bank or banks\nor depositary as the Board of Directors may designate or as the Board of\nDirectors by resolution may authorize; he shall sign all receipts and vouchers\nfor payments made to the Corporation other than routine receipts and vouchers,\nthe signing of which he may delegate; he shall sign all checks made by the\nCorporation; provided, however, that the Board of Directors may authorize and\nprescribe by resolution the manner in which checks drawn on banks or\ndepositaries shall be signed, including the use of facsimile signatures, and the\nmanner in which officers, agents or employees shall be authorized to sign; he\nmay sign with the President or a vice president all certificates of shares in\nthe capital stock; whenever required by the Board of Directors, he shall render\na statement of his cash account; he shall enter regularly, in books of the\nCorporation to be kept by him for the purpose, full and accurate account of all\nmoneys received and paid by him on account of the Corporation; he shall, at all\nreasonable times, exhibit his books and accounts to any director of the\nCorporation upon application at his office during business hours; and he shall\nperform all acts incident to the position of treasurer.\n\n     He shall give a bond for the faithful discharge of his duties in such sum\nas the Board of Directors may require.\n\n     Section 7. Powers and Duties of Secretary. The Secretary shall keep the\nminutes of all meetings of the Board and the minutes of all meetings of the\nstockholders, and also (unless otherwise directed by the Board of Directors) the\nminutes of all committees, in books provided for that purpose; he shall attend\nto the giving and serving of all notices of the Corporation; he may sign with an\nOfficer-Director or any other duly authorized person, in the name of the\nCorporation, all contracts authorized by the Board of Directors, and affix the\nseal of the Corporation thereto; he shall have charge of the certificate books,\ntransfer books and stock ledgers, and such other books and papers as the Board\nof Directors may direct, all of which shall, at all reasonable times, be open to\nthe examination of any director, upon application at the Secretary's office\nduring business hours; and he shall in general perform all the duties incident\nto the office of secretary, subject to the control of the Chairman of the Board\nof Directors and the Board itself.\n\n     Section 8. Comptroller. Subject to the officer designated by the Board of\nDirectors, the Comptroller shall be in charge of the accounts of the\nCorporation, and shall perform such duties as from time to time may be assigned\nto him.\n\n     Section 9. Voting upon Stocks. Unless otherwise ordered by the Board of\nDirectors, any Officer-Director or any person or persons appointed in writing by\nany of them, shall have full power and\n\n                                      B-7\n\n \nauthority on behalf of the Corporation to attend and to act and to vote at any\nmeetings of stockholders of any corporation in which the Corporation may hold\nstock, and at any such meeting shall possess and may exercise any and all rights\nand powers incident to the ownership of such stock, and which, as the owner\nthereof, the Corporation might have possessed and exercised if present. The\nBoard of Directors, by resolution, from time to time, may confer like powers\nupon any other person or persons.\n\n                                      B-8\n\n \n                                  ARTICLE IV.\n                             Capital Stock - Seal.\n\n     Section 1. Certificates of Shares. The certificates for shares of each\nclass of the capital stock of the Corporation shall be in such form, not\ninconsistent with the Certificate of Incorporation, as shall be prepared or be\napproved by the Board of Directors. No certificate shall be valid unless it is\nsigned by the Chairman or a Vice Chairman of the Board of Directors or the\nPresident or a Vice President, and either the Treasurer or an assistant\ntreasurer, or the Secretary or an assistant secretary, but where such\ncertificate is signed by a registrar other than the Corporation or its employee\nthe signatures of any such officer and, where authorized by resolution of the\nBoard of Directors, any transfer agent may be facsimiles. In case any officer or\ntransfer agent of the Corporation who has signed, or whose facsimile signature\nhas been placed upon, any such certificate shall have ceased to such be such\nofficer or transfer agent of the Corporation before such certificate is issued,\nsuch certificate may be issued by the Corporation with the same effect as though\nthe person or persons were such officer or transfer agent of the Corporation at\nthe date of issue.\n\n     All certificates for each class of capital stock of the Corporation shall\nbe consecutively numbered. The name of the person owning the shares represented\nthereby, with the class and number of such shares and the date of issue, shall\nbe entered on the Corporation's books.\n\n     All certificates surrendered to the Corporation shall be cancelled, and no\nnew certificate shall be issued until the former certificate for the same class\nand number of shares of the same class shall have been surrendered and\ncancelled, except in accordance with procedures established by the Board of\nDirectors or where required by law.\n\n     Section 2. Transfer of Shares. Shares in the capital stock of the\nCorporation shall be transferred only on the books of the Corporation by the\nholder thereof in person, or by his attorney, upon surrender and cancellation of\ncertificates for a like class and number of shares.\n\n     Section 3. Regulations. The Board of Directors shall have power and\nauthority to make all such rules and regulations as respectively they may deem\nexpedient, concerning the issue, transfer and registration of certificates for\nshares of the capital stock of the Corporation.\n\n     The Board of Directors may appoint one or more transfer agents or assistant\ntransfer agents and one or more registrars of transfers, and may require all\nstock certificates to bear the signature of a transfer agent or assistant\ntransfer agent and a registrar of transfers. The Board of Directors may at any\ntime terminate the appointment of any transfer agent or any assistant transfer\nagent or any registrar of transfers.\n\n     Section 4. Fixing Date for Determination of Stockholders' Rights. The Board\nof Directors is authorized from time to time to fix in advance a date, not\nexceeding 60 days preceding the date of any meeting of stockholders, or the date\nfor the 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 to into\neffect, as a record date for the determination of the stockholders entitled to\nnotice of, and to vote at, any such meeting and any adjournment thereof, or\nentitled to receive payment of any such dividend, or to any such allotment of\nrights, or to exercise the rights in respect of any such change, conversion or\nexchange of capital stock, and in such case such stockholders and only such\nstockholders as shall be stockholders of record on the date so fixed shall be\nentitled to such notice of, and to vote at, such meeting and any\n\n                                      B-9\n\n \nadjournment thereof, or to receive payment of such dividend, or to receive such\nallotment of rights, or to exercise such rights, as the case may be,\nnotwithstanding any transfer of any stock on the books of the Corporation after\nany such record date fixed as aforesaid.\n\n     Section 5. Dividends. The Board of Directors may from time to time declare\nsuch dividends as they shall deem advisable and proper, subject to such\nrestrictions as may be imposed by law and the Corporation's Certificate of\nIncorporation.\n\n     Section 6. Facsimile Signatures. In addition to the provisions for the use\nof facsimile signatures elsewhere specifically authorized in these By-Laws,\nfacsimile signatures of any officer or officers of this Corporation may be used\nwhenever and as authorized by the Board of Directors.\n\n     Section 7. Corporate Seal. The Board of Directors shall provide a suitable\nseal, containing the name of the Corporation, which seal shall be in charge of\nthe Secretary. If and when so directed by the Board of Directors, duplicates of\nthe seal may be kept and be used by the Treasurer or by any assistant secretary\nor assistant treasurer.\n\n                                  ARTICLE V.\n                               Indemnification.\n\n     Section 1. Right to Indemnification. The Corporation shall indemnify and\nhold harmless to the fullest extent permitted by law any person who was or is\nmade or is threatened to be made a party or is involved in any action, suit, or\nproceeding whether civil, criminal, administrative or investigative\n(\"proceeding\") by reason of the fact that he, or a person for whom he is the\nlegal representative, is or was a director, officer, employee or agent of the\nCorporation or is or was serving at the request of the Corporation as a\ndirector, officer, employee or agent of another corporation or of a partnership,\njoint venture, trust, enterprise or non-profit entity, including service with\nrespect to employee benefit plans, against all expenses, liability, and loss\nreasonably incurred or suffered by such person. The Corporation shall indemnify\nany person seeking indemnity in connection with a proceeding initiated by such\nperson only if the proceeding was authorized by the Board of Directors of the\nCorporation.\n\n     Section 2. Prepayment of Expenses. The Corporation shall pay the expenses\nreasonably incurred in defending any such proceeding in advance of its final\ndisposition; provided however the payment of expenses incurred by a director of\nofficer in his capacity as a director or officer (except with regard to service\nto an employee benefit plan or nonprofit entity) in advance of the final\ndisposition of the proceeding shall be made only upon the agreement by the\ndirector or officer to repay all amounts advanced if it should be determined\nthat the director or officer is not entitled to be indemnified under this\nArticle or otherwise, and provided, further, that the Corporation shall have no\nobligation to pay any expenses in advance pursuant to this Section 2 to any\nperson who is or was an employee or agent of the Corporation (other than a\ndirector or an officer) or is or was serving at the request of the Corporation\nas an employee or agent of another corporation or of a partnership, joint\nventure, trust, enterprise or nonprofit entity, with respect to any proceeding\nby or in the right of the Corporation to procure a judgment in its favor.\n\n     Section 3. Claims. If a claim under this Article is not paid in full within\nninety days after a written claim has been received by the Corporation, the\nclaimant may file suit to recover the unpaid\n\n                                      B-10\n\n \namount of such claim and, if successful in whole or in part, shall be entitled\nto be paid in addition the expense of prosecuting such claim. In any such action\nthe Corporation shall have the burden of proving that the claimant was not\neligible for indemnification under applicable law.\n\n     Section 4. Non-Exclusivity of Rights. The rights conferred on any person by\nthis Article shall not be exclusive of any other right which such person may\nhave or hereafter acquire under any statute, provision of the Certificate of\nIncorporation, By-Law, agreement, vote of stockholders or disinterested\ndirectors or otherwise.\n\n                                  ARTICLE VI.\n                                  Amendments.\n\n     Section 1. The Board of Directors shall have the power to adopt, amend and\nrepeal the By-Laws at any regular or special meeting of the Board, provided that\nnotice of intention to adopt, amend or repeal the By-laws in whole or in part\nshall have been included in the notice of meeting; or, without any such notice,\nby a vote of two-thirds of the directors then in office.\n\n     Stockholders may adopt, amend and repeal the By-Laws at any regular or\nspecial meeting of the stockholders by an affirmative vote of holders of\noutstanding shares of the capital stock of the Corporation having two-thirds of\nthe votes entitled to be cast thereon, provided that notice of intention to\nadopt, amend or repeal the By-Laws in whole or in part shall have been included\nin the notice of the meeting.\n\n                                      B-11<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9175],"corporate_contracts_industries":[9453],"corporate_contracts_types":[9573,9574],"class_list":["post-41481","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-united-states-steel-corp","corporate_contracts_industries-manufacturing__fabrication","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\/41481","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=41481"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41481"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41481"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41481"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}