{"id":41482,"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-waste-management-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-waste-management-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-waste-management-inc.html","title":{"rendered":"By-laws &#8211; Waste Management Inc."},"content":{"rendered":"<pre>                                     BY-LAWS\n\n                                       OF\n\n                             WASTE MANAGEMENT, INC.\n                        (f\/k\/a USA WASTE SERVICES, INC.)\n                               AS OF MAY 16, 2000\n\n                                    ARTICLE I\n\n                                     OFFICES\n\n\n                  SECTION 1.1. Registered Office. The registered office of the\nCorporation required by the General Corporation Law of the State of Delaware to\nbe maintained in the State of Delaware shall be the registered office named in\nthe original Certificate of Incorporation of the Corporation, or such other\noffice as may be designated from time to time by the Board of Directors in the\nmanner provided by law. Should the Corporation maintain a principal office or\nplace of business within the State of Delaware, such registered office need not\nbe identical to such principal office or place of business of the Corporation.\n\n                  SECTION 1.2. Other Offices. The Corporation may also have\noffices at such other places both within and without the State of Delaware as\nthe Board of Directors may from time to time determine or the business of the\nCorporation may require.\n\n\n                                   ARTICLE II\n\n                            MEETINGS OF STOCKHOLDERS\n\n\n                  SECTION 2.1. Place of Meetings. All meetings of the\nstockholders shall be held at the principal office of the Corporation, or at\nsuch other place either within or without the State of Delaware and at such date\nand time as shall be designated from time to time by the Board of Directors and\nstated in the notice or waivers of notice of the meeting.\n\n                  SECTION 2.2. Voting List. The officer who has charge of the\nstock ledger of the Corporation shall prepare and make, at least ten days before\nevery meeting of stockholders, a complete list of the stockholders entitled to\nvote at the meeting, arranged in alphabetical order for each class of stock, and\nshowing the address of each stockholder and the number of shares registered in\nthe name of each stockholder. Such list shall be opened to the examination of\nany stockholder, for any purpose germane to the meeting, during ordinary\nbusiness hours, for a period of at least ten days prior to the meeting, either\nat a place within the city where the meeting is to be held, which place shall be\nspecified in the notice, or if not so specified, at the place where the\n\n   2\n\n\nmeeting is to be held. The list shall also be produced and kept at the time and\nplace of the meeting during the whole time thereof, and may be inspected by any\nstockholder who is present.\n\n                  SECTION 2.3. Annual Meetings. An annual meeting of the\nstockholders, for the election of directors to succeed those whose terms expire\nand for the transaction of such other business as may properly come before the\nmeeting, shall be held at such place, within or without the State of Delaware,\non such date, and at such time as the Board of Directors shall fix each year and\nset forth in the notice of the meeting, which date shall be within 13 months\nsubsequent to the later of the date of incorporation or the last annual meeting\nof stockholders.\n\n                  SECTION 2.4. Special Meeting. Special meetings of the\nstockholders, for any purpose or purposes, unless otherwise prescribed by\nstatute or by the Certificate of Incorporation, may be called by the Chairman of\nthe Board (if any), by the Chief Executive Officer, or by written order of a\nmajority of the directors, but such special meetings may not be called by any\nother person or persons. The Chairman, Chief Executive Officer, or directors so\ncalling any such meeting shall fix the date and time of, and the place (either\nwithin or without the State of Delaware) for, the meeting.\n\n                  SECTION 2.5. Notice of Meeting. Written notice of the annual,\nand each special meeting of stockholders, stating the place, date and hour and,\nin the case of a special meeting, the purpose or purposes for which the meeting\nis called, shall be given to each stockholder entitled to vote thereat, not less\nthan ten nor more than 60 days before the meeting. Such notice may be delivered\neither personally or by mail. If mailed, notice is given when deposited in the\nUnited States mail, postage prepaid, directed to the stockholder at his address\nas it appears on the records of the Corporation.\n\n                  SECTION 2.6. Quorum. The holders of a majority of the stock\nissued and outstanding and entitled to vote thereat, present in person or\nrepresented by proxy, shall constitute a quorum at any meeting of stockholders\nfor the transaction of business except as otherwise provided by statute or by\nthe Certificate of Incorporation. The stockholders present at a duly organized\nmeeting may continue to transact business until adjournment, notwithstanding the\nwithdrawal of enough stockholders to leave less than a quorum.\n\n                  Notwithstanding the other provisions of the Certificate of\nIncorporation or these by-laws, the chairman of the meeting or the holders of a\nmajority of the shares of such stock, present in person or represented by proxy,\nalthough not constituting a quorum, shall have power to adjourn, postpone, or\nrecess the meeting from time to time, without notice other than announcement at\nthe meeting of the time and place of the adjourned, postponed, or recessed\nmeeting. If the adjournment is for more than 30 days, or if after the\nadjournment a new record date is fixed for the adjourned meeting, a notice of\nthe adjourned meeting shall be given to each stockholder of record entitled to\nvote at the meeting. At such adjourned meeting at which a quorum shall be\npresent or represented any business may be transacted which might have been\ntransacted at the meeting as originally notified.\n\n                                       2\n   3\n\n\n\n                  SECTION 2.7. Voting. When a quorum is present at any meeting\nof the stockholders, the vote of the holders of a majority of the stock having\nvoting power present in person or represented by proxy shall decide any question\nbrought before such meeting, unless the question is one upon which, by express\nprovision of the statutes, of the Certificate of Incorporation or of these\nby-laws, a different vote is required, in which case such express provision\nshall govern and control the decision of such question. Where a separate vote by\nclass is required, the affirmative vote of the majority of shares of such class\npresent in person or represented by proxy at the meeting shall be the act of\nsuch class. Every stockholder having the right to vote at a meeting of\nstockholders or to express consent or dissent to a corporate action in writing\nwithout a meeting shall be entitled to vote in person, or by proxy appointed by\nan instrument in writing subscribed by such stockholder, bearing a date not more\nthan three years prior to voting, unless such instrument provides for a longer\nperiod, and filed with the Secretary of the Corporation, or such other officer\nas the Board of Directors may from time to time determine by resolution, before,\nor at the time of, the meeting.\n\n                  All proxies shall be received and taken charge of and all\nballots shall be received and canvassed by the secretary of the meeting who\nshall decide all questions touching upon the qualification of voters, the\nvalidity of the proxies, and the acceptance or rejection of votes, unless an\ninspector or inspectors shall have been appointed by the chairman of the\nmeeting, in which event such inspector or inspectors shall decide all such\nquestions. Each proxy shall be revocable unless expressly provided therein to be\nirrevocable and coupled with an interest sufficient in law to support an\nirrevocable power. If such instrument shall designate two or more persons to act\nas proxies, unless such instrument shall provide the contrary, a majority of\nsuch persons present at any meeting at which their powers thereunder are to be\nexercised shall have and may exercise all the powers of voting or giving\nconsents thereby conferred, or if only one be present, then such powers may be\nexercised by that one, or, if an even number attend and a majority do not agree\non any particular issue, each proxy so attending shall be entitled to exercise\nsuch powers in respect of the same portion of the shares as he is of the proxies\nrepresenting such shares.\n\n                  SECTION 2.8. Voting of Stock of Certain Holders; Elections;\nInspectors. Shares standing in the name of another corporation, domestic or\nforeign, may be voted by such officer, agent or proxy as the by-laws of such\ncorporation may prescribe, or in the absence of such provision, as the Board of\nDirectors of such corporation may determine. Shares standing in the name of a\ndeceased person may be voted by the executor or administrator of such deceased\nperson, either in person or by proxy. Shares standing in the name of a guardian,\nconservator or trustee may be voted by such fiduciary, either in person or by\nproxy, but no fiduciary shall be entitled to vote shares held in such fiduciary\ncapacity without a transfer of such shares into the name of such fiduciary.\nShares standing in the name of a receiver may be voted by such receiver. A\nstockholder whose shares are pledged shall be entitled to vote such shares,\nunless in the transfer by the pledgor on the books of the Corporation, he has\nexpressly empowered the pledgee to vote thereon, in which case only the pledgee,\nor his proxy, may represent the stock and vote thereon.\n\n\n                                       3\n   4\n\n\n\n                  If shares or other securities having voting power stand of\nrecord in the names of two or more persons, whether fiduciaries, members of a\npartnership, joint tenants, tenants in common, tenants by the entirety or\notherwise, or if two or more persons have the same fiduciary relationship\nrespecting the same shares, unless the Secretary of the Corporation is given\nwritten notice to the contrary and is furnished with a copy of the instrument or\norder appointing them or creating the relationship wherein it is so provided,\ntheir acts with respect to voting shall have the following effect:\n\n                  (a)      If only one votes, his act binds all;\n\n                  (b)      If more than one vote, the act of the majority so\n                           voting binds all;\n\n                  (c) If more than one vote, but the vote is evenly split on any\n         particular matter, each fraction may vote the securities in question\n         proportionally, or any person voting the shares, or a beneficiary, if\n         any, may apply to the Court of Chancery or such other court as may have\n         jurisdiction to appoint an additional person to act with the persons so\n         voting the shares, which shall then be voted as determined by a\n         majority of such persons and the person appointed by the Court. If the\n         instrument so filed shows that any such tenancy is held in unequal\n         interests, a majority or even-split for the purpose of this subsection\n         shall be a majority or even-split in interest.\n\n                  All voting of stockholders shall be taken by written ballots,\neach of which shall state the name of the stockholder or proxy voting and such\nother information as may be required under the procedure established for the\nmeeting. At any meeting at which a vote is taken by ballots, the chairman of the\nmeeting may appoint one or more inspectors, each of whom shall subscribe an oath\nor affirmation to execute faithfully the duties of inspector at such meeting\nwith strict impartiality and according to the best of his ability. Such\ninspector shall receive the ballots, count the votes and make and sign a\ncertificate of the result thereof. The chairman of the meeting may appoint any\nperson to serve as inspector, except no candidate for the office of director\nshall be appointed as inspector.\n\n                  Unless otherwise provided in the Certificate of Incorporation,\ncumulative voting for the election of directors shall be prohibited.\n\n\n                  SECTION 2.9. Conduct of Meeting. The meetings of the\nstockholders shall be presided over by the Chairman of the Board (if any), or if\nhe is not present, by the Vice Chairman of the Board (if any, but if there is\nmore than one, the Vice Chairman who is senior in terms of time as such), or if\nneither the Chairman of the Board (if any) nor the Vice Chairman of the Board\n(if any) is present, by the President, or if neither the Chairman of the Board\n(if any), the Vice Chairman of the Board (if any) nor President is present, by a\nchairman elected at the meeting. The Secretary of the Corporation, if present,\nshall act as secretary of such meetings, or if he is not present, an Assistant\nSecretary shall so act; if neither the Secretary nor an Assistant Secretary is\npresent, then a secretary shall be appointed by the chairman of the meeting. The\nchairman of any\n\n\n\n                                       4\n   5\n\n\nmeeting of stockholders shall determine the order of business and the procedure\nat the meeting, including such regulation of the manner of voting and the\nconduct of discussion as seem to him in order. Unless the chairman of the\nmeeting of stockholders shall otherwise determine, the order of business shall\nbe as follows:\n\n         (a)      Calling of meeting to order.\n\n         (b)      Election of a chairman and the appointment of a secretary if\n                  necessary.\n\n         (c)      Presentation of proof of the due calling of the meeting.\n\n         (d)      Presentation and examination of proxies and determination of a\n                  quorum.\n\n         (e)      Reading and settlement of the minutes of the previous meeting.\n\n         (f)      Reports of officers and committees.\n\n         (g)      The election of directors if an annual meeting, or a meeting\n                  called for that purpose.\n\n         (h)      Unfinished business.\n\n         (i)      New business.\n\n         (j)      Adjournment.\n\n                  SECTION 2.10. Treasury Stock. The Corporation shall not vote,\ndirectly or indirectly, shares of its own stock owned by it; and such shares\nshall not be counted in determining the total number of outstanding shares.\n\n                  SECTION 2.11. Fixing Record Date. The Board of Directors may\nfix in advance a date, not exceeding 60 days preceding the date of any meeting\nof stockholders or any adjournment thereof, or the date for payment of any\ndividend or distribution, or the date for the allotment of rights, or the date\nwhen any change, or conversion or exchange of capital stock shall go into\neffect, or a date in connection with obtaining express consent to corporate\naction in writing without a meeting, as a record date for the determination of\nthe stockholders entitled to notice of or to vote at, any such meeting and any\nadjournment thereof, or entitled to receive payment of such dividend or\ndistribution, or to receive any such allotment of rights, or to exercise the\nrights in respect of any such change, conversion or exchange of capital stock,\nor to give such consent, 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, any such meeting and any adjournment\nthereof, or to receive payment of such dividends or distribution, or to receive\nsuch allotment of rights, or to exercise such rights, or to give such consent,\nas the case may be, notwithstanding any transfer of any stock on the books of\nthe corporation after any such record dated \n\n\n                                       5\n   6\n\n\nfixed as aforesaid. With respect to a meeting of stockholders, the record date\nshall not be less than ten days before the date of such meeting.\n\n                  If the Board of Directors does not fix a record date for any\nmeeting of the stockholders, the record date for determining stockholders\nentitled to notice of or to vote at such meeting shall be at the close of\nbusiness on the day next preceding the day on which notice is given, or, if in\naccordance with Section 5.2 of these by-laws notice is waived, at the close of\nbusiness on the day next preceding the day on which the meeting is held. The\nrecord date for determining stockholders for any other purpose shall be at the\nclose of business on the day on which the Board of Directors adopts the\nresolution relating thereto. A determination of stockholders of record entitled\nto notice of or to vote at a meeting of stockholders shall apply to any\nadjournment of the meeting; provided, however, that the Board of Directors may\nfix a new record date for the adjourned meeting.\n\n                  SECTION 2.12. Stockholder Proposals. At an annual or special\nmeeting of the stockholders, only such business shall be conducted as shall have\nbeen properly brought before the meeting. To be properly brought before an\nannual or special meeting business must be (a) specified in the notice of\nmeeting (or any supplement thereto) given by or at the direction of the Chairman\nof the Board, the President, or the Board of Directors, (b) otherwise properly\nbrought before the meeting by or at the direction of the Chairman of the Board,\nthe President, or the Board of Directors, or (c) otherwise properly brought\nbefore the meeting by a stockholder.\n\n         No proposal by a stockholder shall be presented at an annual or special\nmeeting of stockholders unless such stockholder shall provide the Board of\nDirectors or the Secretary of the Corporation with timely written notice of\nintention to present a proposal for action at the forthcoming meeting of\nstockholders, which notice shall include (a) the name and address of such\nstockholder, (b) the number of voting securities he or she holds of record and\nwhich he or she holds beneficially, (c) the text of the proposal to be presented\nat the meeting, (d) a statement in support of the proposal, and (e) any material\ninterest of the stockholder in such proposal. To be timely, a stockholder's\nnotice with respect to an annual meeting of stockholders must be delivered to or\nmailed and received at the principal executive offices of the Corporation, not\nless than 120 days nor more than 150 days in advance of the date the\nCorporation's proxy statement was released to stockholders in connection with\nthe previous year's annual meeting of stockholders; provided, however, that if\nno annual meeting was held the previous year or the date of the annual meeting\nhas been changed by more than 30 calendar days from the date contemplated at the\ntime of the previous year's proxy statement, notice by the stockholder to be\ntimely must be so received at least 80 days prior to the date the Corporation\nintends to distribute its proxy statement with respect to such meeting. To be\ntimely, a stockholder's notice with respect to a special meeting must be\ndelivered to or mailed and received at the principal executive offices of the\nCorporation, not less than 60 days nor more than 90 days prior to the meeting;\nprovided, however, that in the event that less than 70 days' notice or prior\npublic disclosure of the date of the meeting is given or made to stockholders,\nnotice by the stockholder to be timely must be so received not later than the\nclose of business on the fifth (5th) day following the day on which such notice\nof the date of\n\n\n                                       6\n   7\n\n\nthe special meeting was mailed or such public disclosure was made. Any\nstockholder may make any other proposal at an annual or special meeting of\nstockholders and the same may be discussed and considered, but unless stated in\nwriting and filed with the Board of Directors or the Secretary prior to the date\nset forth above, no action with respect to such proposal shall be taken at such\nmeeting and such proposal shall be laid over for action at an adjourned,\nspecial, or annual meeting of the stockholders taking place no earlier than 120\ndays after such meeting.\n\n         This provision shall not prevent the consideration and approval or\ndisapproval at an annual meeting of reports of officers, directors, and\ncommittees; but in connection with such reports, no new business shall be acted\nupon at such annual meeting unless stated and filed as provided in this Section\n2.12. Notwithstanding anything in the by-laws to the contrary, no business shall\nbe conducted at any annual or special meeting except in accordance with the\nprocedures set forth in this Section 2.12. The chairman of the annual meeting or\na special meeting shall, if the facts warrant, determine and declare to the\nmeeting that business was not properly brought before the meeting and in\naccordance with the provisions of this Section 2.12, and if he should so\ndetermine, he shall so declare to the meeting and any such business not properly\nbrought before the meeting shall not be transacted.\n\n         Notwithstanding any other provision of these by-laws, the Corporation\nshall be under no obligation to include any stockholder proposal in its proxy\nstatement materials or otherwise present any such proposal to stockholders at a\nspecial or annual meeting of stockholders if the Board of Directors reasonably\nbelieves the proponents thereof have not complied with Sections 13 and 14 of the\nSecurities Exchange Act of 1934, as amended, and the rules and regulations\npromulgated thereunder, and the Corporation shall not be required to include in\nits proxy statement material to stockholders any stockholder proposal not\nrequired to be included in its proxy material to stockholders in accordance with\nsuch Act, rules, or regulations.\n\n                  SECTION 2.13. Nomination of Directors. Only persons who are\nnominated in accordance with the procedures of this Section 2.13 shall be\neligible for election as directors. Subject to the rights of holders of any\nclass or series of stock having a preference over the common stock as to\ndividends or upon liquidation, nominations for the election of directors may be\nmade by the Board of Directors or by any stockholder entitled to vote in the\nelection of directors generally who complies with the notice procedures set\nforth in this Section 2.13. Any stockholder entitled to vote in the election of\ndirectors generally may nominate one or more persons for election as a director\nat a meeting only if timely written notice of such stockholder's intent to make\nsuch nomination or nominations has been given, either by personal delivery or by\nU.S. mail, first class postage prepaid, return receipt requested, to the\nSecretary of the Corporation.\n\n         To be timely, a stockholder's notice shall be delivered to or mailed\nand received at the principal executive offices of the Corporation not less than\n120 days nor more than 150 days in advance of the date the Corporation's proxy\nstatement was released to stockholders in connection with the previous year's\nannual meeting of stockholders; provided, however, that if no annual\n\n\n                                       7\n   8\n\nmeeting was held the previous year or the date of the annual meeting has been\nchanged by more than 30 calendar days from the date contemplated at the time of\nthe previous year's proxy statement, notice by the stockholder to be timely must\nbe so received at least 80 days prior to the date the Corporation intends to\ndistribute its proxy statement with respect to such meeting. Each such notice\nshall set forth: (a) the name and address of the stockholder who intends to make\nthe nomination, (b) the name, age, business address, and home address of the\nperson or persons to be nominated; (c) the principal occupation of the person or\npersons nominated; (d) a representation that the stockholder is a holder of\nrecord of stock of the Corporation entitled to vote at such meeting and intends\nto appear in person or by proxy at the meeting and intends to appear at the\nmeeting to nominate the person or persons specified in the notice; (e) a\ndescription of all arrangements or understandings between the stockholder and\neach nominee and any other person or persons (naming such person or persons)\npursuant to which the nomination or nominations are to be made by the\nstockholder; (f) such other information regarding each nominee proposed by such\nstockholder as would be required to be included in a proxy statement filed\npursuant to the rules of the Securities and Exchange Commission, had the nominee\nbeen nominated, or intended to be nominated, by the Board of Directors; and (g)\nthe consent of each nominee to serve as a director of the Corporation if so\nelected. At the request of the Board of Directors any person nominated by the\nBoard of Directors for election as a director shall furnish to the Secretary of\nthe Corporation that information required to be set forth in a stockholder's\nnotice of nomination which pertains to the nominee.\n\n         No person shall be eligible for election as a director of the\nCorporation unless nominated in accordance with the procedures set forth in this\nSection 2.13. The chairman of the meeting shall, if the facts warrant, determine\nand declare to the meeting that a nomination was not made in accordance with the\nprocedures prescribed by the by-laws, and if he should so determine, he shall so\ndeclare to the meeting and the defective nomination shall be disregarded.\n\n\n                                   ARTICLE III\n\n                               BOARD OF DIRECTORS\n\n                  SECTION 3.1. Powers. The business and affairs of the\nCorporation shall be managed by or under the direction of the Board of\nDirectors, which may exercise all such powers of the Corporation and do all such\nlawful acts and things as are not by law or by the Certificate of Incorporation\nor by these by-laws directed or required to be exercised or done by the\nstockholders.\n\n                  SECTION 3.2. Number, Election and Term. Except as otherwise\nprovided in the Certificate of Incorporation relating to the rights of the\nholders of any class or series of Preferred Stock, voting separately by class or\nseries, to elect additional directors under specified circumstances, the number\nof directors of the Corporation shall initially be the number specified in the\nCertificate of Incorporation, and subject to the following sentence, such number\nmay be\n\n\n                                       8\n   9\n\nincreased or decreased by a resolution duly adopted by the Board of Directors.\nUnless approved by at least two-thirds of the incumbent directors, the number of\ndirectors which shall constitute the whole Board of Directors shall be no fewer\nthan three and no more than nine. Unless otherwise provided in the Certificate\nof Incorporation, directors need not be residents of Delaware or stockholders of\nthe Corporation.\n\n         Commencing with the election of directors at the 1995 annual meeting of\nstockholders, the directors, other than those who may be elected by the holders\nof any class or series of Preferred Stock, voting separately by class or series,\nshall be classified, with respect to the time for which they severally hold\noffice, into three classes, Class I, Class II and Class III, which shall be as\nnearly equal in number as possible, as shall be provided in a resolution duly\nadopted by the Board of Directors. Each initial director in Class I shall hold\noffice for a term expiring at the 1996 annual meeting of stockholders; each\ninitial director of Class II shall hold office initially for a term expiring at\nthe 1997 annual meeting of stockholders; and each initial director of Class III\nshall hold office for a term expiring at the 1998 annual meeting of\nstockholders. Notwithstanding the foregoing provision of this Article, each\ndirector shall serve until his successor is duly elected and qualified or until\nhis earlier death, resignation or removal. At each annual meeting of\nstockholders following the 1995 annual meeting, the successors to the class of\ndirectors whose term expires at that meeting shall be elected to hold office for\na term expiring at the annual meeting of stockholders held in the third year\nfollowing the year of their election and until their successors have been duly\nelected and qualified or until their earlier death, resignation or removal.\n\n                  SECTION 3.3. Vacancies, Additional Directors and Removal From\nOffice. Except as otherwise provided pursuant to the provisions of the\nCertificate of Incorporation relating to the rights of the holders of any class\nor series of Preferred Stock, voting separately by class or series, to elect\ndirectors under specified circumstances, any director or directors may be\nremoved from office at any time, with or without cause but only by the\naffirmative vote, at any regular meeting or special meeting (as the case may be)\nof the Board of Directors or of the stockholders, of not less than two-thirds of\nthe incumbent members of the Board of Directors (not taking into account the\ndirectors being removed) or two-thirds of the total number of votes of the then\noutstanding shares of capital stock of the Corporation entitled to vote\ngenerally in the election of directors, voting together as a single class, but\nonly if notice of such proposal was contained in the notice of such meeting.\n\n         In the event of any increase or decrease in the authorized number of\ndirectors, the newly created or eliminated directorships resulting from such\nincrease or decrease shall be appointed or determined by the Board of Directors\namong the three classes of directors so as to maintain such classes as nearly\nequally as possible. Vacancies in the Board of Directors, however caused, and\nnewly-created directorships shall be filled solely by a majority vote of the\ndirectors then in office, whether or not a quorum, and any director so chosen\nshall hold office for a term expiring at the annual meeting of stockholders at\nwhich the term of the class to which the director has been chose expires and\nwhen the director's successor is elected and qualified, subject, however, to\nprior death, resignation, retirement, disqualification or removal from office.\nNo decrease in the number of directors constituting the Board of Directors shall\nshorten the term of any incumbent director.\n\n\n\n                                       9\n   10\n\n\n                  SECTION 3.4. Regular Meeting. A regular meeting of the Board\nof Directors shall be held each year, without notice other than this by-law, at\nthe place of, and immediately following, the annual meeting of stockholders if a\nquorum is present; and other regular meetings of the Board of Directors shall be\nheld each year, at such time and place as the Board of Directors may provide, by\nresolution, either within or without the State of Delaware, without notice other\nthan such resolution.\n\n                  SECTION 3.5. Special Meeting. A special meeting of the Board\nof Directors may be called by the Chairman of the Board (if any) or by the Chief\nExecutive Officer and shall be called by the Secretary on the written request of\nany two directors. The Chairman or Chief Executive Officer so calling, or the\ndirectors so requesting, any such meeting shall fix the time and place, either\nwithin or without the State of Delaware, of holding such meeting.\n\n                  SECTION 3.6. Notice of Special Meeting. Personal written,\ntelegraphic, cable or wireless notice of special meetings of the Board of\nDirectors shall be given to each director at least 24 hours prior to the time of\nsuch meeting. Any director may waive notice of any meeting. The attendance of a\ndirector at any meeting shall constitute a waiver of notice of such meeting,\nexcept where a director attends a meeting for the purpose of objecting to the\ntransaction of any business because the meeting is not lawfully called or\nconvened.\n\n                  SECTION 3.7. Place of Meetings; Order of Business. The\ndirectors may hold their meetings and may have an office and keep the books of\nthe Corporation, except as otherwise provided by law, in such place or places,\nwithin or without the State of Delaware, as the Board of Directors may from time\nto time determine by resolution. The Chairman of the Board shall preside at all\nmeetings of the Board of Directors. In the absence of the Chairman of the Board,\na Chairman shall be elected from the directors present. The Secretary of the\nCorporation shall act as Secretary of all meetings of the directors; but in the\nabsence of the Secretary, the Chairman may appoint any person to act as\nSecretary of the meeting. At all meetings of the Board of Directors business\nshall be transacted in such order as shall from time to time be determined by\nthe Chairman of the Board, or in his absence by the director elected as chairman\nof the meeting.\n\n\n                  SECTION 3.8. Quorum and Participation. A majority of the Board\nof Directors shall constitute a quorum for the transaction of business at any\nmeeting of the Board of Directors, and the act of a majority of the directors\npresent at any meeting at which there is a quorum shall be the act of the Board\nof Directors, except as may be otherwise specifically provided by statute, by\nthe Certificate of Incorporation or by these by-laws. Members of the Board of\nDirectors, may participate in a meeting of the Board of Directors or such\ncommittee, as the case may be, by means of conference telephone or similar\ncommunications equipment by means of which all persons participating in the\nmeeting can hear each other and such participation shall constitute presence in\nperson and attendance at such meeting, except where a person participates in the\n\n\n                                       10\n   11\n\nmeeting for the express purpose of objecting to the transaction of any business\non the ground that the meeting is not lawfully called or convened. If a quorum\nshall not be present at any meeting of the Board of Directors, the directors\npresent thereat may adjourn the meeting from time to time, without notice other\nthan announcement at the meeting, until a quorum shall be present.\n\n                  SECTION 3.9. Presumption of Assent. A director who is present\nat a meeting of the Board of Directors at which action on any corporate matter\nis taken shall be presumed to have assented to the action unless his dissent\nshall be entered in the minutes of the meeting or unless he shall file his\nwritten dissent to such action with the person acting as secretary of the\nmeeting before the adjournment thereof. Such right to dissent shall not apply to\na director who voted in favor of such action.\n\n                  SECTION 3.10. Action Without 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 as provided in Article IV of these by-laws, may be\ntaken without a meeting, if a written consent thereto is signed by all members\nof the Board or of such committee, as the case may be, and such written consent\nis filed with the minutes of proceedings of the Board or committee. Such consent\nshall have the same force and effect as a unanimous vote at a meeting, and may\nbe stated as such in any document or instrument filed with the Secretary of\nState of Delaware.\n\n                  SECTION 3.11. Compensation. Unless otherwise restricted by the\nCertificate of Incorporation, the Board of Directors shall have the authority to\nfix the compensation of directors. No provision of these by-laws shall be\nconstrued to preclude any director from serving the corporation in any other\ncapacity and receiving compensation therefor.\n\n                  SECTION 3.12. Approval or Ratification of Acts or Contracts by\nStockholders. The Board of Directors in its discretion may submit any act or\ncontract for approval or ratification at any annual meeting of the stockholders,\nor at any special meeting of the stockholders called for the purpose of\nconsidering any such act or contract, and any act or contract that shall be\napproved or be ratified by the vote of the stockholders holding a majority of\nthe issued and outstanding shares of stock of the Corporation entitled to vote\nand present in person or by proxy at such meeting (provided that a quorum is\npresent), shall be as valid and as binding upon the Corporation and upon all the\nstockholders as if it has been approved or ratified by every stockholder of the\nCorporation. In addition, any such act or contract may be approved or ratified\nby the written consent of stockholders holding a majority of the issued and\noutstanding shares of capital stock of the Corporation entitled to vote and such\nconsent shall be as valid and as binding upon the Corporation and upon all the\nstockholders as if it had been approved or ratified by every stockholder of the\nCorporation.\n\n\n                                       11\n   12\n\n\n\n\n\n                                   ARTICLE IV\n\n                             COMMITTEES OF DIRECTORS\n\n\n                  SECTION 4.1. Designation, Powers and Name. The Board of\nDirectors shall designate a Nominating and Governance Committee, a Compensation\nCommittee, and an Audit Committee and may, by resolution passed by a majority of\nthe whole Board, designate one or more other committees, each such committee to\nconsist of one or more of the directors of the Corporation. Any such designated\ncommittee shall have and may exercise such of the powers and authority of the\nBoard of Directors in the management of the business and affairs of the\nCorporation as may be provided in these by-laws or such resolution. Any such\ndesignated committee may authorize the seal of the Corporation to be affixed to\nall papers which may require it. No such committee shall have the power or\nauthority in reference to amending the Certificate of Incorporation (except that\na committee may, to the extent authorized in the resolution or resolutions\nproviding for the issuance of shares of stock adopted by the Board of Directors\nas provided by statute, fix the designation and any of the preferences or rights\nof such shares relating to dividends, redemption, dissolution, any distribution\nof assets of the Corporation or the conversion into, or the exchange of such\nshares for, shares of any other class or classes or any other series of the same\nor any other class or classes of stock of the Corporation or fix the number of\nshares of any series of stock or authorize the increase or decrease of the\nshares of any series), adopting an agreement of merger or consolidation,\nrecommending to the stockholders the sale, lease or exchange of all or\nsubstantially all of the Corporation's property and assets, recommending to the\nstockholders a dissolution of the Corporation or a revocation of a dissolution,\nor amending the by-laws of the Corporation; and, unless the resolution, by-laws,\nor Certificate of Incorporation expressly so provide, no such committee shall\nhave the power or authority to declare a dividend, to authorize the issuance of\nstock, or to adopt a certificate of ownership and merger. The Board of Directors\nmay designate one or more directors as alternate members of any committee, who\nmay replace any absent or disqualified member at any meeting of such committee.\nIn the absence or disqualification of any member of such committee or\ncommittees, the member or members thereof present at any meeting and not\ndisqualified from voting, whether or not he or they constitute a quorum, may\nunanimously appoint another member of the Board of Directors to act at the\nmeeting in the place of any such absent or disqualified member. Such committee\nor committees shall have such name or names and such limitations of authority as\nmay be determined from time to time by the By-laws, by the Charter for such\ncommittee adopted by the Board of Directors, or by a resolution adopted by the\nBoard of Directors.\n\n\n                  SECTION 4.2. Procedure; Meetings; Quorum. Any committee\ndesignated pursuant to Section 4.1 shall keep regular minutes of its proceedings\nand report the same to the Board of Directors when requested, shall fix its own\nrules or procedures to the extent not\n\n\n                                       12\n   13\n\notherwise set forth in the Charter or resolution with respect to such committee\nadopted by the Board of Directors, and shall meet at such times and at such\nplace or places as may be provided by such rules, by the Charter for such\ncommittee adopted by the Board of Directors, or by resolution of such committee\nor resolution of the Board of Directors. At every meeting of any such committee,\nthe presence of a majority of all the members thereof shall constitute a quorum\nand the affirmative vote of a majority of the members present shall be necessary\nfor the adoption by it of any resolution. Unless otherwise restricted by the\nCertificate of Incorporation or by these by-laws, the members of any committee\ndesignated by these by-laws or the Board of Directors, may participate in a\nmeeting of such committee by means of conference telephone or similar\ncommunications equipment by means of which all persons participating in the\nmeeting may hear each other, and such participation shall constitute presence in\nperson at such meeting. Unless otherwise restricted by the Certificate of\nIncorporation or these by-laws, any action required or permitted to be taken at\nany meeting of any committee of the Board of Directors may be taken without a\nmeeting if all members of such committee consent thereto in writing and the\nwriting or writings are filed with the minutes of the proceedings of the\ncommittee.\n\n                  SECTION 4.3. Compensation. Members of special or standing\ncommittees may be allowed compensation for attending committee meetings, if the\nBoard of Directors shall so determine.\n\n\n                                    ARTICLE V\n\n                                     NOTICE\n\n\n                  SECTION 5.1. Methods of Giving Notice. Whenever under the\nprovisions of the statutes, the Certificate of Incorporation or these by-laws,\nnotice is required to be given to any director, member of any committee or\nstockholder, such notice shall be in writing and delivered personally or mailed\nto such director, member or stockholder; provided that in the case of a director\nor a member of any committee such notice may be given orally or by telephone,\ntelegram, telegraphic, cable or wireless transmission. If mailed, notice to a\ndirector, member of a committee or stockholder shall be deemed to be given when\ndeposited in the United States mail first class in a sealed envelope, with\npostage therein prepaid, addressed, in the case of a stockholder, to the\nstockholder at the stockholder's address as it appears on the records of the\ncorporation or, in the case of a director or a member of a committee, to such\nperson at his business address. If sent by telegram, notice to a director or\nmember of a committee shall be deemed to be given when the telegram, so\naddressed, is delivered to the telegraph company. Notice shall be deemed to have\nbeen given on the date of any telegraphic, cable or wireless transmission.\n\n                  SECTION 5.2. Written Waiver. Whenever any notice is required\nto be given under the provisions of the statutes, the Certificate of\nIncorporation or these by-laws, a waiver thereof in writing, signed by the\nperson or persons entitled to said notice, whether before or after\n\n\n                                       13\n   14\n\nthe time stated therein, shall be deemed equivalent thereto. Attendance of a\nperson at a meeting shall constitute a waiver of notice of such meeting, except\nwhen the person attends a meeting for the express purpose of objecting, at the\nbeginning of the meeting, to the transaction of any business because the meeting\nis not lawfully called or convened. Neither the business to be transacted at,\nnor the purpose of, any regular or special meeting of the stockholders,\ndirectors, or members of a committee of directors need be specified in any\nwritten waiver of notice unless so required by the Certificate of Incorporation\nor the by-laws.\n\n\n                                   ARTICLE VI\n\n                                    OFFICERS\n\n\n                  SECTION 6.1. Officers. The officers of the Corporation shall\nbe a Chairman of the Board, one or more Vice Chairmen of the Board, a Chief\nExecutive Officer, a President, one or more Vice Presidents, any one or more of\nwhich may be designated Executive Vice President or Senior Vice President, a\nSecretary, a Controller, and such other officers as the Board of Directors may\nelect or appoint. The Board of Directors may appoint such other officers and\nagents, including Assistant Vice Presidents, Assistant Secretaries and Assistant\nControllers, as it shall deem necessary, who shall hold their offices for such\nterms and shall exercise such powers and perform such duties as shall be\ndetermined by the Board. Any two or more offices, may be held by the same person\nunless the Certificate of Incorporation provides otherwise. No officer shall\nexecute, acknowledge, verify or countersign any instrument on behalf of the\nCorporation in more than one capacity, if such instrument is required by law, by\nthese by-laws or by any act of the Corporation to be executed, acknowledged,\nverified or countersigned by two or more officers. The Chairman of the Board\nshall be elected from among the directors. With the foregoing exceptions, none\nof the other officers need be a director, and none of the officers need be a\nstockholder of the Corporation.\n\n                  SECTION 6.2. Term of Office. Each officer shall hold office\nuntil his successor shall have been chosen and shall have qualified or until his\ndeath or the effective date of his resignation or removal, or until he shall\ncease to be a director in the case of the Chairman and Vice Chairman.\n\n                  SECTION 6.3. Removal and Resignation. Any officer or agent\nelected or appointed by the Board of Directors may be removed, with or without\ncause, by the affirmative vote of a majority of the Board of Directors whenever,\nin its judgment, the best interests of the Corporation shall be served thereby,\nbut such removal shall be without prejudice to the contractual rights, if any,\nof the person so removed. Election or appointment of an officer or agent shall\nnot of itself create contract rights. Any officer may resign at any time by\ngiving written notice to the Corporation. Any such resignation shall take effect\nat the date of the receipt of such notice or at\n\n\n                                       14\n   15\n\nany later time specified therein, and unless otherwise specified therein, the\nacceptance of such resignation shall not be necessary to make it effective.\n\n                  SECTION 6.4. Vacancies. Any vacancy occurring in any office of\nthe Corporation by death, resignation, removal or otherwise, may be filled by\nthe Board of Directors for the unexpired portion of the term.\n\n                  SECTION 6.5. Salaries. The salaries of all officers and agents\nof the Corporation shall be fixed by the Board of Directors or pursuant to its\ndirection; no officer shall be prevented from receiving such salary by reason of\nhis also being a director.\n\n                  SECTION 6.6. Chairman of the Board. The Chairman of the Board\n(if such office is created by the Board) shall have all powers and shall perform\nall duties incident to the office of Chairman of the Board. The Chairman shall\npreside at all meetings of the Board of Directors or of the stockholders of the\nCorporation. In the Chairman's absence, such duties shall be attended to by the\nVice Chairman of the Board (if any, but if there is more than one, the Vice\nChairman who is senior in terms of time as such) or (if there is no Vice\nChairman) by the President. The Chairman shall formulate and submit to the Board\nof Directors or the Executive Committee (if any) matters of general policy of\nthe Corporation and shall have such other powers and perform such other duties\nas usually appertain to the office or as may be prescribed by the Board of\nDirectors or the executive committee. The Chairman of the Board may hold such\nother offices as the Board of Directors may determine.\n\n                  SECTION 6.7. Vice Chairmen of the Board. In the absence of the\nChairman of the Board, or in the event of his inability or refusal to act, the\nVice Chairman (if any, but if there is more than one, the Vice Chairman who is\nsenior in terms of time as such) shall perform the duties and exercise the\npowers of the Chairman of the Board, and when acting shall have all the powers\nof and be subject to all the restriction upon the Chairman of the Board. In the\nabsence of the Chairman of the Board, such Vice Chairman shall preside at all\nmeetings of the Board of Directors or of the stockholders of the Corporation. In\nthe Chairman's and Vice Chairmen's absence, such duties shall be attended to by\nthe President. The Vice Chairmen shall perform such other duties, and shall have\nsuch other powers, as from time to time may be assigned to them by the Board of\nDirectors or the Executive Committee (if any).\n\n                  SECTION 6.8 Chief Executive Officer. The Chief Executive\nOfficer shall be the chief executive officer of the Corporation and, subject to\nthe control of the Board of Directors, shall in general manage, supervise, and\ncontrol the properties, business, and affairs of the Corporation with all such\npowers as may be reasonably incident to such responsibilities. Unless the Board\nof Directors otherwise determines, the Chief Executive Officer shall have the\nauthority to agree upon and execute all leases, contracts, evidences of\nindebtedness, and other obligations in the name of the Corporation. In the\nabsence of the Chairman of the Board, the Chief Executive Officer shall preside\nat all meetings of the Stockholders and (should he be a director) of the Board\nof Directors. He may also preside at any such meeting attended by the Chairman\nof the Board if\n\n\n                                       15\n   16\n\nhe is so designated by the Chairman. He shall have the power to appoint and\nremove subordinate officers, agents, and employees, except those elected or\nappointed by the Board of Directors. The Chief Executive Officer shall keep the\nBoard of Directors and the Executive Committee fully informed and shall consult\nthem concerning the business of the Corporation. He shall perform all other\nduties normally incident to the office of Chief Executive Officer and such other\nduties, and shall have such other powers, as may be prescribed by the\nstockholders, the Board of Directors or the Executive Committee (if any) from\ntime to time.\n\n                  SECTION 6.9 President. The President shall be the chief\noperating officer of the Corporation and, subject to the control of the Chief\nExecutive Officer and the Board of Directors, shall in general manage, supervise\nand control the properties, business and day-to-day affairs of the Corporation\nwith all such powers as may be reasonably incident to such responsibilities. In\nthe absence of the Chief Executive Officer, or in the event of his inability or\nrefusal to act, the President shall perform the duties and exercise the powers\nof the Chief Executive Officer. In the absence of the Chairman of the Board and\nthe Chief Executive Officer, the President shall preside at all meetings of the\nStockholders and (should he be a director) of the Board of Directors. He may\nalso preside at any such meeting attended by the Chairman of the Board if he is\nso designated by the Chairman. He shall have the power to appoint and remove\nsubordinate officers, agents and employees, except those elected or appointed by\nthe Board of Directors. Unless the Board of Directors otherwise determines, the\nPresident shall have the authority to agree upon and execute all leases,\ncontracts, evidences of indebtedness, and other obligations in the name of the\nCorporation. The President shall keep the Board of Directors, the Executive\nCommittee, and the Chief Executive Officer fully informed and shall consult them\nconcerning the business of the Corporation. He shall vote, or give a proxy to\nany other officer of the Corporation to vote all shares of stock of any other\ncorporation standing in the name of the Corporation and shall exercise any and\nall rights and powers which this Corporation may possess by reason of its\nownership of securities in such other corporation; provided that the Board of\nDirectors may from time to time, by resolution, confer like powers upon any\nother person or persons. In general the President shall have all powers and\nshall perform all other duties normally incident to the office of President and\nsuch other duties, and shall have such other powers, as may be prescribed by\nthese by-laws, the Board of Directors, or the Executive Committee (if any) from\ntime to time. In the discretion of the Board of Directors, the President may\nalso serve as chief executive officer of the Corporation.\n\n                  SECTION 6.10. Vice Presidents. The Board of Directors may\nappoint such Vice Presidents, including, Executive or Senior Vice Presidents, as\nit may determine to be in the best interests of the Corporation. In the absence\nof the President, or in the event of his inability or refusal to act, the\nExecutive Vice President (or in the event there shall be no Vice President\ndesignated Executive Vice President, any Vice President designated by the Board)\nshall perform the duties and exercise the powers of the President, and when so\nacting shall have all the powers of and be subject to all the restrictions upon\nthe President. In the absence of a designation by the Board of Directors of a\nVice President to perform the duties of the President, or in the event of his\nabsence or inability or refusal to act, the Vice President who is present and\nwho is senior in terms of time as a Vice President of the Corporation shall so\nact. Any Vice President may sign, \n\n\n                                       16\n   17\n\nwith the Secretary or Assistant Secretary, certificates for shares of the\nCorporation. Each Vice President shall perform all duties incident to the office\nof Vice President and shall have such powers and perform such other duties, as\nfrom time to time may be assigned to him by these by-laws or by the Chief\nExecutive Officer, the President, the Board of Directors, or the Executive\nCommittee (if any).\n\n                  SECTION 6.11. Secretary. The Secretary shall (a) keep the\nminutes of the meetings of the stockholders, the Board of Directors, and\ncommittees of directors; (b) see that all notices are duly given in accordance\nwith the provisions of these by-laws and as required by law; (c) be custodian of\nthe corporate records and of the seal of the Corporation, and see that the seal\nof the Corporation or a facsimile thereof is affixed to all certificates for\nshares prior to the issue thereof and to all documents, the execution of which\non behalf of the Corporation under its seal is duly authorized in accordance\nwith the provisions of these by-laws and attest the affixation of the seal of\nthe Corporation thereto; (d) keep or cause to be kept a register of the post\noffice address of each stockholder which shall be furnished by such stockholder;\n(e) sign with the President, or an Executive Vice President or Vice President,\ncertificates for shares of the Corporation, the issue of which shall have been\nauthorized by resolution of the Board of Directors; (f) have general charge of\nthe stock transfer books of the Corporation; and (g) in general, shall have such\nother powers and shall perform all duties normally incident to the office of\nSecretary and such other duties, and shall have such other powers, as from time\nto time may be assigned to him by these by-laws, the Chief Executive Officer,\nthe President, the Board of Directors, or the Executive Committee (if any).\n\n                  SECTION 6.12. Controller. The Controller shall (a) have charge\nand custody of and be responsible for all funds and securities of the\nCorporation; receive and give receipts for moneys due and payable to the\nCorporation from any source whatsoever and deposit all such moneys in the name\nof the Corporation in such banks, trust companies, or other depositories as\nshall be selected in accordance with the provisions of Section 7.3 of these\nby-laws; (b) prepare, or cause to be prepared, for submission at each regular\nmeeting of the Board of Directors, at each annual meeting of the stockholders,\nand at such other times as may be required by the Board of Directors, the\nPresident or the executive committee (if any), a statement of financial\ncondition of the Corporation in such detail as may be required; and (c) in\ngeneral, shall have all powers and shall perform all the duties incident to the\noffice of Controller and such other duties, and shall have such other powers, as\nfrom time to time may be assigned to him by these by-laws, the Chief Executive\nOfficer, the President, the Board of Directors, or the Executive Committee (if\nany). If required by the Board of Directors, the Controller shall give a bond\nfor the faithful discharge of his duties in such sum and with such surety or\nsureties as the Board of Directors shall determine.\n\n                  SECTION 6.13. Assistant Secretary or Controller. The Assistant\nSecretaries and Assistant Controllers shall, in general, perform such duties and\nhave such powers as shall be assigned to them by the Secretary or the\nController, respectively, or by the Chief Executive Officer, the President, the\nBoard of Directors or the Executive Committee. The Assistant Secretaries and\nAssistant Controller shall, in the absence or inability or refusal to act of the\n\n\n                                       17\n   18\n\n\nSecretary or Controller, respectively, perform all functions and duties which\nsuch absent officers may delegate, but such delegation shall not relieve the\nabsent officer from the responsibilities and liabilities of his office. The\nAssistant Secretaries may sign, with the President or a Vice President,\ncertificates for shares of the Corporation, the issue of which shall have been\nauthorized by a resolution of the Board of Directors. The Assistant Controllers\nshall respectively, if required by the Board of Directors, give bonds for the\nfaithful discharge of their duties in such sums and with such sureties as the\nBoard of Directors shall determine.\n\n\n                                   ARTICLE VII\n\n                         CONTRACTS, CHECKS AND DEPOSITS\n\n                  SECTION 7.1. Contracts. Except as otherwise provided in these\nby-laws or by law or as otherwise directed by the Board of Directors, the\nChairman of the Board, the Chief Executive Officer, the President, and Vice\nPresident, or the Secretary shall be authorized to execute and deliver, in the\nand on behalf of the Corporation, all agreements, bonds, contracts, deeds,\nmortgages, and other instruments, either for the Corporation's own account or in\na fiduciary or other capacity, and the seal of the Corporation, if appropriate\nshall be affixed thereto by any such officer or the Secretary or an Assistant\nSecretary. The Board of Directors, the Chairman of the Board, the Chief\nExecutive Officer, or the President or, if designated by the Board of Directors,\nthe Chairman of the Board, the Chief Executive Officer, or the President, any\nVice President or the Secretary, may authorize any other officer, employee, or\nagent to execute and deliver, in the name and on behalf of the Corporation,\nagreements, bonds, contracts, deeds, mortgages, and other instruments, either\nfor the Corporation's own account or in a fiduciary or other capacity, and, if\nappropriate, to affix the seal of the Corporation thereto. The grant of such\nauthority by the Board of Directors or any such officer may be general or\nconfined to specific conditions. Subject to the foregoing provisions, the Board\nof Directors may authorize any officer, officers, agent or agents, to enter into\nany contract or execute and deliver any instrument in the name of and on behalf\nof the Corporation, and such authority may be general or confined to specific\ninstances.\n\n                  SECTION 7.2. Checks, Etc. All checks, demands, drafts or other\norders for the payment of money, notes or other evidences of indebtedness issued\nin the name of the Corporation, shall be signed and, if so required by the Board\nof Directors, shall be countersigned by such officer or officers or such agent\nor agents of the Corporation, and in such manner, as shall be determined by the\nBoard of Directors.\n\n                  SECTION 7.3. Deposits. All funds of the Corporation not\notherwise employed shall be deposited from time to time to the credit of the\nCorporation in such banks, trust companies or other depositories as the Board of\nDirectors may select. Checks, drafts, bills of exchange, acceptances, notes,\nobligations, and orders for payment of money made payable to the Corporation\n\n\n                                       18\n   19\n\nmay be endorsed for deposit to the credit of the Corporation with a duly\nauthorized depositary by the Controller and\/or such other officers or persons as\nthe Board of Directors from time to time may designate.\n\n                  SECTION 7.4. Loans. No loans and no renewals of any loans\nshall be contracted on behalf of the Corporation except as authorized by the\nBoard of Directors. When authorized so to do, any officer or agent of the\nCorporation may effect loans and advances for the Corporation from any bank,\ntrust company, or other institution or from any individual, corporation, or\nfirm, and for such loans and advances may make, execute, and deliver promissory\nnotes, bonds, or other evidences of indebtedness of the Corporation. When\nauthorized so to do, any officer or agent of the Corporation may pledge,\nhypothecate, or transfer as security for the payment of any and all loans,\nadvances, indebtedness, and liabilities of the Corporation, any and all stocks,\nsecurities, and other real or personal property at any time held by the\nCorporation and to that end may endorse, assign, and deliver same. Such\nauthority may be general or confined to specific instances.\n\n\n\n                                  ARTICLE VIII\n\n                              CERTIFICATES OF STOCK\n\n\n                  SECTION 8.1. Issuance. The shares of the Corporation shall be\nrepresented by certificates, provided that the Board of Directors may provide by\nresolution that some or all classes or series of the Corporation's stock may be\nuncertificated shares. Any such resolution shall not apply to shares represented\nby a certificate until such certificate is surrendered. Notwithstanding the\nadoption of such a resolution by the Board of Directors, every holder of stock\nrepresented by certificates and upon request every holder of uncertificated\nshares shall be entitled to a certificate or certificates showing the number of\nshares of stock registered in his name on the books of the Corporation. The\ncertificates shall be in such form as may be determined by the Board of\nDirectors, shall be issued in numerical order and shall be entered in the books\nof the Corporation as they are issued. They shall exhibit the holder's name and\nnumber of shares (and if the stock of the Corporation shall be divided into\nclasses or series, the class or series of such shares) and shall be signed by\nthe Chairman of the Board, the Chief Executive Officer, the President or a Vice\nPresident and by the Secretary or an Assistant Secretary or the Controller or\nAssistant Controller. Any of or all of the signatures on the certificate may be\nfacsimiles. The stock record books and the blank stock certificate books shall\nbe kept by the Secretary, or at the office of such transfer agent or transfer\nagents as the Board of Directors may from time to time by resolution determine.\nIn case any officer, transfer agent or registrar who shall have signed or whose\nfacsimile signature or signatures shall have been placed upon any such\ncertificate or certificates shall have ceased to be such officer, transfer agent\nor registrar before such certificate is issued by the Corporation, such\ncertificate may nevertheless be issued by the Corporation with the same effect\nas if such person were such officer, transfer agent or registrar at the date of\nissue.\n\n\n                                       19\n   20\n\n                  If the Corporation shall be authorized to issue more than one\nclass of 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, limitations or\nrestrictions of such preferences and\/or rights shall be set forth in full or\nsummarized on the face or back of the certificate which the Corporation shall\nissue to represent such class of stock; provided that, except as otherwise\nprovided by statute, in lieu of the foregoing requirements there may be set\nforth on the face or back of the certificate which the Corporation shall issue\nto represent such class or series of stock, a statement that the Corporation\nwill furnish to each stockholder who so requests the powers, designations,\npreferences and relative, participating, optional or other special rights of\neach class of stock or series thereof and the qualifications, limitations or\nrestrictions of such preferences and\/or rights. Within a reasonable time after\nthe issuance of transfer of uncertificated stock, the Corporation shall send to\nthe registered owner thereof a written notice containing the information\nrequired to be set forth or stated on certificates pursuant to this Section 8.1\nor otherwise required by statute or with respect to this Section 8.1 a statement\nthat the Corporation will furnish without charge to each stockholder who so\nrequests the powers, designations, preferences and relative participating,\noptional or other special rights of each class of stock or series thereof and\nthe qualifications, limitations or restrictions of such preferences and\/or\nrights. Except as otherwise expressly provided by law, the rights and\nobligations of the holders of uncertificated stock and the rights and\nobligations of the holders of certificates representing stock of the same class\nand series shall be identical.\n\n                  All certificates surrendered to the corporation for transfer\nshall be cancelled and no new certificate shall be issued until the former\ncertificate for a like number of shares shall have been surrendered and\ncancelled, except that in the case of a lost, stolen, destroyed or mutilated\ncertificate a new one may be issued therefor upon such terms and with such\nindemnity, if any, to the Corporation as the Board of Directors may prescribe.\nCertificates shall not be issued representing fractional shares of stock.\n\n                  SECTION 8.2. Lost Certificates. The Board of Directors may\ndirect a new certificate of stock or uncertificated shares to be issued in place\nof any certificate theretofore issued by the Corporation alleged to have been\nlost, stolen or destroyed, upon the making of an affidavit of that fact by the\nperson claiming the certificate of stock to be lost, stolen or destroyed. When\nauthorizing such issue of a new certificate or certificates, the Board of\nDirectors may, in its discretion and as a condition precedent to the issuance\nthereof, require the owner of such lost, stolen or destroyed certificate, or his\nlegal representative, to advertise the same in such manner as it shall require\nor to give the Corporation a bond in such sum as it may deem sufficient to\nindemnify it against any claim that may be made against the Corporation on\naccount of the alleged loss, theft or destructions of any such certificate or\nthe issuance of such new certificate or uncertificated shares, or both.\n\n\n\n\n                                       20\n   21\n\n\n\n\n                  SECTION 8.3. Transfers. Upon surrender to the Corporation or\nthe transfer agent of the Corporation of a certificate for shares duly endorsed\nor accompanied by proper evidence of succession, assignment or authority to\ntransfer, it shall be the duty of the Corporation to issue a new certificate to\nthe person entitled thereto, cancel the old certificate and register the\ntransaction upon its books. Upon presentation to the Corporation or the transfer\nagent of the Corporation of an instruction with a request to transfer, pledge or\nrelease an uncertificated share or shares, it shall be the duty of the\nCorporation to register the transfer, pledge or release upon its books, and\nshall provide the registered owner with such notices as may be required by law.\nTransfers of shares shall be made only on the books of the Corporation by the\nregistered holder thereof, or by his attorney thereunto authorized by power of\nattorney and filed with the Secretary of the Corporation or the transfer agent.\n\n                  SECTION 8.4. Registered Stockholders. The Corporation shall be\nentitled to treat the registered owner of any share or shares of stock whether\ncertificated or uncertificated as the holder in fact thereof and, accordingly,\nshall not be bound to recognize any equitable or other claim to or interest in\nsuch share or shares on the part of any other person, whether or not it shall\nhave express or other notice thereof, except as otherwise provided by the laws\nof the State of Delaware.\n\n                  SECTION 8.5. Regulations Regarding Certificates. The Board of\nDirectors shall have the power and authority to make all such rules and\nregulations as they may deem expedient concerning the issue, transfer and\nregistration or the replacement of certificates for shares of capital stock of\nthe Corporation.\n\n\n                                   ARTICLE IX\n\n                                    DIVIDENDS\n\n                  SECTION 9.1. Declaration. Dividends upon the capital stock of\nthe Corporation, subject to the provisions of the Certificate of Incorporation,\nif any, may be declared by the Board of Directors at any regular or special\nmeeting, pursuant to law. Dividends may be paid in cash, in property or in\nshares of capital stock, subject to the provisions of the Certificate of\nIncorporation.\n\n                  SECTION 9.2. Reserve. Before payment of any dividend, there\nmay be set aside out of any funds of the Corporation available for dividends\nsuch sum or sums as the Board of Directors from time to time, in its absolute\ndiscretion, shall think proper as a reserve or reserves to meet contingencies,\nor for equalizing dividends, or for repairing or maintaining any property of the\nCorporation, or for such other purpose as the Board of Directors shall think\nconducive to the interest of the Corporation, and the directors may modify or\nabolish any such reserve in the manner in which it was created.\n\n\n\n                                       21\n   22\n\n\n\n\n\n                                    ARTICLE X\n\n                                 INDEMNIFICATION\n\n                  SECTION 10.1. Third Party Actions. This Corporation shall, to\nthe maximum extent permitted from time to time under the law of the State of\nDelaware, indemnify and upon request shall advance expenses to any person who\nwas or is a party or is threatened to be made a party to any threatened, pending\nor completed action, suit, proceeding or claim, whether civil, criminal,\nadministrative or investigative (other than an action by or in the name of the\nCorporation) by reason of the fact that such person is or was or has agreed to\nbe a director, officer, employee, or agent of this Corporation or any of its\ndirect or indirect subsidiaries or while such person is or was serving at the\nrequest of this Corporation as a director, officer, partner, trustee, employee\nor agent of any corporation, partnership, joint venture, trust or other\nenterprise, including service with respect to employee benefit plans, against\nexpenses (including attorney's fees and expenses), judgments, fines, penalties\nand amounts paid in settlement actually and reasonably incurred in connection\nwith the investigation, preparation to defend or defense of such action, suit,\nproceeding or claim if such person acted in good faith and in a manner such\nperson reasonably believed to be in or not opposed to the best interest of the\nCorporation, and with respect to any criminal action or proceeding, had no\nreasonable cause to believe such person's conduct was unlawful; provided,\nhowever, that the foregoing shall not require this Corporation to indemnify or\nadvance expenses to any person in connection with any action, suit, proceeding,\nclaim or counterclaim initiated by or on behalf of such person. Such\nindemnification shall not be exclusive of other indemnification rights arising\nunder any by-laws, agreement, vote of directors or stockholders or otherwise and\nshall inure to the benefit of the heirs and legal representatives of such\nperson. Any person seeking indemnification under this Section 10.1 shall be\ndeemed to have met the standard of conduct required for such indemnification\nunless the contrary shall be established.\n\n                  SECTION 10.2. Actions By or in the Right of the Corporation.\nThis Corporation shall, to the maximum extent permitted from time to time under\nthe law of the State of Delaware, indemnify and upon request shall advance\nexpenses to any person who was or is a party or is threatened to be made a party\nto any threatened, pending or completed action, suit, proceeding or claim by or\non the right of the Corporation to procure a judgment in its favor by reason of\nthe fact that such person is or was or has agreed to be a director, officer,\nemployee, or agent of this Corporation or any of its direct or indirect\nsubsidiaries or while such person is or was serving at the request of this\nCorporation as a director, officer, partner, trustee, employee or agent of any\ncorporation, partnership, joint venture, trust or other enterprise, including\nservice with respect to employee benefit plans, against expenses (including\nattorney's fees and expenses), judgments, fines, penalties and amounts paid in\nsettlement actually and reasonably incurred in connection with the\ninvestigation, preparation to defend or defense of such action, suit, proceeding\nor claim if such person acted in good faith and in a manner such person\nreasonably believed to be in or not opposed to the best interest of the\nCorporation, and except that no indemnification shall be made\n\n\n                                       22\n   23\n\nwith respect to any claim, issue, or matter as to which such person shall have\nbeen adjudged to be liable to the Corporation unless and only to the extent that\nthe Delaware Court of Chancery or the court in which such action or suit was\nbrought shall determine upon application that, despite the adjudication of\nliability but in view of all the circumstances of the case, such person is\nfairly and reasonably entitled to indemnity for such expenses which the Delaware\nCourt of Chancery or such other court shall deem proper. Such indemnification\nshall not be exclusive of other indemnification rights arising under any\nby-laws, agreement, vote of directors or stockholders or otherwise and shall\ninure to the benefit of the heirs and legal representatives of such person. Any\nperson seeking indemnification under this Section 10.2 shall be deemed to have\nmet the standard of conduct required for such indemnification unless the\ncontrary shall be established.\n\n                  SECTION 10.3. Successful Defense. To the extent that a\ndirector, officer, employee, or agent of the Corporation has been successful on\nthe merits or otherwise in defense of any action, suit, or proceeding referred\nto in Sections 10.1 or 10.2 or in defense of any claim, issue, or matter\ntherein, he shall be indemnified against expenses (including attorneys' fees)\nactually and reasonable incurred by him in connection therewith.\n\n                  SECTION 10.4. Insurance. The Corporation may purchase and\nmaintain insurance on behalf of any person who is or was a director, officer,\nemployee or agent of the Corporation, or is or was serving at the request of the\nCorporation as a director, officer, employee or agent of another corporation,\npartnership, joint venture, trust or other enterprise against any liability\nasserted against such person and incurred by such person in any such capacity,\nor arising out of such person's status as such, whether or not the Corporation\nwould have the power to indemnify such person against such liability under the\nprovisions of this Article X of the by-laws.\n\n                  SECTION 10.5. Definitions. For purposes of this Article X,\nreference to the \"Corporation\" shall include, in addition to the resulting\ncorporation, any constituent corporation (including any constituent of a\nconstituent) absorbed in a consolidation or merger which, if its separate\nexistence has continued, would have had power and authority to indemnify its\ndirectors, officers and employees or agents, so that any person who is or was a\ndirector, officer, employee or agent of such constituent corporation, or is or\nwas serving at the request of such constituent corporation as a director,\nofficer, employee or agent of another corporation, partnership, joint venture,\ntrust or other enterprise, shall stand in the same position under the provisions\nof this Article X with respect to the resulting or surviving corporation as such\nperson would have with respect to such constituent corporation if its separate\nexistence had continued.\n\n                  For purposes of this Article X, references to \"other\nenterprises\" shall include employee benefit plans; references to \"fines\" shall\ninclude any excise taxes assessed on a person with respect to any employee\nbenefit plan; and references to \"serving at the request of the Corporation\"\nshall include any service as a director, officer, employee or agent of the\nCorporation which imposes duties on, or involves services by, such director,\nofficer, employee, or agent with respect to an employee benefit plan, its\nparticipants, or beneficiaries; and a person who acted in\n\n\n                                       23\n   24\n\ngood faith and in a manner he reasonably believed to be in the interest of the\nparticipants and beneficiaries of an employee benefit plan shall be deemed to\nhave acted in a manner \"not opposed to the best interests of the Corporation\" as\nreferred to in this Article X.\n\n                  SECTION 10.6. Survival; Preservation of Other Rights. The\nforegoing indemnification provisions shall be deemed to be a contract between\nthe Corporation and each director, officer, employee, and agent who serves in\nany such capacity at any time while these provisions as well as relevant\nprovisions of the Delaware General Corporation Law are in effect and any repeal\nor modification thereof shall not affect any right or obligation then existing\nwith respect to any state of facts then or previously existing or any action,\nsuit, or proceeding previously or thereafter brought or threatened based in\nwhole or in part upon any such state of facts. Such a contract right may not be\nmodified retroactively without the consent of such director, officer, employee,\nor agent.\n\n         The indemnification provided by this Article X shall not be deemed\nexclusive of any other rights to which those indemnified may be entitled under\nany by-law, agreement, vote of stockholders or disinterested directors or\notherwise, both as to action in his official capacity and as to action in\nanother capacity while holding officer, and shall continue as to a person who\nhas ceased to be a director, officer, employee, or agent and shall inure to the\nbenefit of the heirs, executors, and administrators of such a person.\n\n\n                                   ARTICLE XI\n\n                                  MISCELLANEOUS\n\n                  SECTION 11.1. Seal. The Board of Directors may provide a\nsuitable seal, containing the name of the corporation, and the words \"Corporate\nSeal, Delaware.\" The seal may be used by causing it or a facsimile thereof to be\nimpressed or affixed or otherwise reproduced.\n\n                  SECTION 11.2. Books. The books of the corporation may be kept\n(subject to any provision contained in the statutes) outside the State of\nDelaware at such place or places as may be designated from time to time by the\nBoard of Directors.\n\n                  SECTION 11.3. Fiscal Year. The fiscal year of the Corporation\nshall be such as established from time to time by the Board of Directors.\n\n                  SECTION 11.4. Resignations. Any director, member of a\ncommittee, or officer may resign at any time. Such resignation shall be made in\nwriting and shall take effect at the time specified therein, or if no time be\nspecified, at the time of its receipt by the President or Secretary. The\nacceptance of a resignation shall not be necessary to make it effective, unless\nexpressly so provided in the resignation.\n\n\n\n\n                                       24\n   25\n\n\n\n\n                  SECTION 11.5. Facsimile Signatures. In addition to the\nprovisions for the use of facsimile signatures elsewhere specifically authorized\nin these by-laws, facsimile signatures of any officer or officers of the\nCorporation may be used whenever and as authorized by the Board of Directors.\n\n                  SECTION 11.6. Reliance upon Books, Reports and Records. Each\ndirector and each member of any committee designated by the Board of Directors\nshall, in the performance of his duties, be fully protected in relying in good\nfaith upon the books of account or reports made to the Corporation by any of its\nofficers, or by an independent certified public accountant, or by an appraiser\nselected with reasonable care by the Board of Directors or by any such\ncommittee, or in relying in good faith upon other records of the Corporation.\n\n\n                                   ARTICLE XII\n\n                                    AMENDMENT\n\n                  If provided in the Certificate of Incorporation of the\nCorporation, the Board of Directors shall have the power to adopt, amend and\nrepeal from time to time by-laws of the Corporation, subject to the right of the\nstockholders entitled to vote with respect thereto to amend or repeal such\nby-laws as adopted or amended by the Board of Directors.\n\n\n\n\n\n                                       25\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9293],"corporate_contracts_industries":[9537],"corporate_contracts_types":[9573,9574],"class_list":["post-41482","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-waste-management-inc","corporate_contracts_industries-utilities__sanitary","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\/41482","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=41482"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41482"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41482"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41482"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}