{"id":41490,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/bylaws-abbot-laboratories.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-abbot-laboratories","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-abbot-laboratories.html","title":{"rendered":"Bylaws – Abbot Laboratories"},"content":{"rendered":"

BY-LAWS<\/strong><\/p>\n

\n

OF<\/strong><\/p>\n

\n

ABBOTT LABORATORIES<\/strong><\/p>\n

\n

Adopted by the Board of Directors<\/p>\n

of Abbott Laboratories at the<\/p>\n

Annual Meeting, April 11, 1963<\/p>\n

as amended and restated, effective April 29, 2011<\/p>\n

\n

\n

<\/p>\n

\n

BY-LAWS OF ABBOTT LABORATORIES<\/strong><\/p>\n

\n

ARTICLE I<\/strong><\/p>\n

\n

OFFICES<\/strong><\/p>\n

\n

The principal office of the Corporation in the State of Illinois shall be
\nlocated at the intersection of State Routes 43 and 137 in the County of Lake.
\nThe Corporation may have such other offices either within or without the State
\nof Illinois as the business of the Corporation may require from time to time.\n<\/p>\n<\/p>\n

The registered office of the Corporation may be, but need not be, identical
\nwith the principal office in the State of Illinois. The address of the
\nregistered office may be changed from time to time by the Board of Directors.\n<\/p>\n<\/p>\n

ARTICLE II<\/strong><\/p>\n

\n

SHAREHOLDERS<\/strong><\/p>\n

\n

SECTION 1. ANNUAL MEETING; TRANSACTION OF BUSINESS, NOMINATION OF
\nDIRECTORS. The annual meeting of the shareholders shall be held at such place,
\non such date and at such time as shall be designated from time to time by the
\nBoard of Directors. The meeting shall be held for the purpose of electing
\nDirectors and for the transaction of such other business as is properly brought
\nbefore the meeting in accordance with these By-Laws. If the election of
\nDirectors shall not be held on the day designated for any annual meeting, or at
\nany adjournment thereof, the Board of Directors shall cause the election to be
\nheld at a meeting of the shareholders as soon thereafter as conveniently may be.\n<\/p>\n<\/p>\n

To be properly brought before the annual meeting, business must be either
\n(a) specified in the notice of meeting (or any supplement thereto) given by or
\nat the direction of the Board of Directors, (b) otherwise properly brought
\nbefore the annual meeting by or at the direction of the Board of Directors or
\n(c) otherwise properly brought before the annual meeting by a shareholder of the
\nCorporation (i) who is a shareholder of record on the record date for the
\ndetermination of shareholders entitled to vote at such annual meeting, on the
\ndate such shareholder provides timely notice to the Corporation as provided
\nherein and on the date of the annual meeting and (ii) who complies with the
\nnotice procedures set forth in this Section 1. In addition to any other
\napplicable requirements, for business to be properly brought before an annual
\nmeeting by a shareholder, the shareholder must have given timely notice thereof
\nin writing to the Secretary. To be timely, a shareholder’s notice to the
\nSecretary must be delivered to and received at the principal executive office of
\nthe Corporation not less than ninety days and not more than one hundred twenty
\ndays prior to the anniversary date of the preceding annual meeting of
\nshareholders; provided, however<\/u>, that in the event that the annual
\nmeeting is called for a date that is not within twenty-five days before or after
\nsuch anniversary date, notice by the shareholder in order to be timely must be
\nso delivered and received not later than the close of business on the tenth day
\nfollowing the day on which such notice of the date of the annual meeting was
\nmailed or such public announcement in a press release or in a filing with the
\nSecurities and Exchange Commission of the date of the annual<\/p>\n

\n

\n

<\/p>\n

\n

meeting was made, whichever first occurs. A shareholder’s notice to the
\nSecretary shall set forth as to each matter the shareholder proposes to bring
\nbefore the annual meeting (i) a brief description of the business desired to be
\nbrought before the annual meeting and the reasons for conducting such business
\nat the annual meeting, (ii) the name and record address of the shareholder
\nproposing such business, (iii) the class and number of shares of the Corporation
\nwhich are beneficially owned by the shareholder and (iv) any material interest
\nof the shareholder in such business.<\/p>\n<\/p>\n

Notwithstanding anything in these By-Laws to the contrary, no business shall
\nbe conducted at the annual meeting except in accordance with the procedures set
\nforth in this Section 1.<\/p>\n<\/p>\n

The Chairman of an annual 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 1, and if he should so
\ndetermine, he shall so declare to the meeting and such business not properly
\nbrought before the meeting shall not be transacted.<\/p>\n<\/p>\n

Only persons who are nominated in accordance with the following procedures
\nshall be eligible for election as directors. Nominations of persons for
\nelection to the Board of Directors of the Corporation at the annual meeting may
\nbe made at such annual meeting of shareholders by or at the direction of the
\nBoard of Directors, by any nominating committee or person appointed by the Board
\nof Directors, or by any shareholder of the Corporation entitled to vote for the
\nelection of directors at such meeting (i) who is a shareholder of record on the
\nrecord date for the determination of shareholders entitled to vote at such
\nannual meeting, on the date such shareholder provides timely notice to the
\nCorporation as provided herein and on the date of the annual meeting and
\n(ii) who complies with the notice procedures set forth in this Section 1. Such
\nnominations, other than those made by or at the direction of the Board of
\nDirectors or by a committee or person appointed by the Board of Directors, shall
\nbe made pursuant to timely notice in writing to the Secretary. To be timely, a
\nshareholder’s notice to the Secretary must be delivered to and received at the
\nprincipal executive office of the Corporation not less than ninety days and not
\nmore than one hundred twenty days prior to the anniversary date of the preceding
\nannual meeting of shareholders; provided, however<\/u>, that in the event that
\nthe annual meeting is called for a date that is not within twenty five days
\nbefore or after such anniversary date, notice by the shareholder in order to be
\ntimely must be so delivered and received not later than the close of business on
\nthe tenth day following the day on which such notice of the date of the annual
\nmeeting was mailed or such public announcement in a press release or in a filing
\nwith the Securities and Exchange Commission of the date of the annual meeting
\nwas made, whichever first occurs. Such shareholder’s notice to the Secretary
\nshall set forth: (a) as to each person whom the shareholder proposes to
\nnominate for election or re-election as a director, (i) the name, age, business
\naddress and residence address of the person, (ii) the principal occupation or
\nemployment of the person, (iii) the class and number of shares of capital stock
\nof the Corporation which are beneficially owned by the person and (iv) any other
\ninformation relating to the person that is required to be disclosed in
\nsolicitations for proxies for election of directors pursuant to Regulation 14A
\nunder the Securities Exchange Act of 1934, as amended; and (b) as to the
\nshareholder giving the notice, (i) the name and record address of such
\nshareholder and (ii) the class and number of shares of the Corporation which are
\nbeneficially<\/p>\n

\n

2<\/p>\n

\n

<\/p>\n

\n

owned by such shareholder. The Corporation may require any proposed nominee
\nto furnish such other information as may reasonably be required by the
\nCorporation to determine the eligibility of such proposed nominee to serve as
\ndirector of the Corporation. No person shall be eligible for election as a
\ndirector of the Corporation unless nominated in accordance with the procedures
\nset forth herein.<\/p>\n<\/p>\n

The Chairman of the meeting shall, 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.<\/p>\n<\/p>\n

SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be
\ncalled by the Chairman of the Board, the Chief Executive Officer, any President,
\nthe Board of Directors or by a shareholder (or shareholders) holding not less
\nthan one-fifth of all the outstanding shares entitled to vote on the matter for
\nwhich the meeting is called.<\/p>\n<\/p>\n

To be properly brought before the special meeting, business must be either
\n(a) specified in the notice of meeting (or any supplement thereto) given by or
\nat the direction of the Board of Directors, (b) otherwise properly brought
\nbefore the special meeting by or at the direction of the Board of Directors or
\n(c) otherwise properly brought before the special meeting by a shareholder (or
\nshareholders) of the Corporation holding sufficient shares to call a special
\nmeeting as provided in the first paragraph of this Section 2 and (i) being
\nshareholder(s) of record on the record date for the determination of
\nshareholders entitled to vote at such special meeting, on the date such
\nshareholder(s) provide(s) timely notice to the Corporation as provided herein
\nand on the date of the special meeting and (ii) complying with the notice
\nprocedures set forth in this Section 2. In addition to any other applicable
\nrequirements, for business to be properly brought by a shareholder before a
\nspecial meeting, the shareholder must have given timely notice thereof in
\nwriting to the Secretary. To be timely, a shareholder’s notice must be
\ndelivered to and received at the principal office of the Corporation, in the
\ncase of a special meeting of shareholders, not earlier than sixty days nor later
\nthan ninety days prior to the date of the special meeting. A shareholder’s
\nnotice to the Secretary shall set forth as to each matter the shareholder
\nproposes to be brought before the special meeting (i) a brief description of the
\nbusiness desired to be brought before the special meeting and the reasons for
\nconducting such business at the special meeting, (ii) the name and record
\naddress of the shareholder proposing such business, (iii) the class and number
\nof shares of the Corporation which are beneficially owned by the shareholder and
\n(iv) any material interest of the shareholder in such business.<\/p>\n<\/p>\n

Notwithstanding anything in these By-Laws to the contrary, no business shall
\nbe conducted at the special meeting except in accordance with the procedures set
\nforth in this Section 2.<\/p>\n<\/p>\n

The Chairman of a special 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 2, and if he should so
\ndetermine, he shall so declare to the meeting and such business not properly
\nbrought before the meeting shall not be transacted.<\/p>\n

\n

3<\/p>\n

\n

<\/p>\n

\n

SECTION 3. PLACE OF MEETING. The Board of Directors may designate any
\nplace, either within or without the State of Illinois, as the place of meeting
\nfor any annual meeting or for any special meeting. If no designation is made,
\nor if a special meeting be otherwise called, the place of meeting shall be the
\nprincipal office of the Corporation in the State of Illinois.<\/p>\n<\/p>\n

SECTION 4. NOTICE OF MEETINGS. Written notice stating the place, day and
\nhour of the meeting and, in the case of a special meeting, the purpose or
\npurposes for which the meeting is called, shall be delivered not less than ten
\nnor more than sixty days before the date of the meeting, or in the cases of a
\nmerger, consolidation, share exchange, dissolution or sale, lease or exchange of
\nassets not less than twenty nor more than sixty days before the meeting, either
\npersonally or by mail, by or at the direction of the Chairman of the Board, the
\nChief Executive Officer, any President, or the Secretary or the persons calling
\nthe meeting, to each shareholder of record entitled to vote at such meeting. If
\nmailed, such notice shall be deemed to be delivered when deposited in the United
\nStates mail, addressed to the shareholder at his or her address as it appears on
\nthe records of the Corporation, with postage thereon prepaid.<\/p>\n<\/p>\n

SECTION 5. FIXING RECORD DATE. For the purpose of determining shareholders
\nentitled to notice of or to vote at any meeting of shareholders, or shareholders
\nentitled to receive payment of any dividend, or in order to make a determination
\nof shareholders for any other proper purpose, the Board of Directors of the
\nCorporation may fix in advance a date as the record date for any such
\ndetermination of shareholders, such date in any case to be not more than sixty
\ndays and, for a meeting of shareholders, not less than ten days, or in the case
\nof a merger, consolidation, share exchange, dissolution or sale, lease or
\nexchange of assets not less than twenty days, immediately preceding such
\nmeeting.<\/p>\n<\/p>\n

SECTION 6. VOTING LISTS. The Secretary shall make, or cause to have made,
\nwithin twenty days after the record date for a meeting of shareholders or ten
\ndays before such meeting, whichever is earlier, a complete list of the
\nshareholders entitled to vote at such meeting, arranged in alphabetical order,
\nwith the address of and the number of shares held by each, which list, for a
\nperiod of ten days prior to such meeting, shall be kept on file at the
\nregistered office of the Corporation and shall be subject to inspection by any
\nshareholder and to copying at the shareholder’s expense, at any time during
\nusual business hours. Such list shall also be produced and kept open at the
\ntime and place of the meeting and shall be subject to the inspection of any
\nshareholder during the whole time of the meeting. The original share ledger or
\ntransfer book, or a duplicate thereof kept in this State, shall be prima facie
\nevidence as to who are the shareholders entitled to examine such list or share
\nledger or transfer book or to vote at any meeting of shareholders.<\/p>\n<\/p>\n

SECTION 7. QUORUM. A majority of the outstanding shares of the Corporation
\nentitled to vote on a matter, represented in person or by proxy, shall
\nconstitute a quorum for consideration of such matter at a meeting of
\nshareholders. If a quorum is present, the affirmative vote of the majority of
\nthe shares represented at the meeting and entitled to vote on a matter shall be
\nthe act of the shareholders, unless the vote of a greater number or voting by
\nclasses is required by The Business Corporation Act of 1983 or the Articles of
\nIncorporation, as in effect on the date of such<\/p>\n

\n

4<\/p>\n

\n

<\/p>\n

\n

determination. If a quorum is not present or represented at any meeting of
\nshareholders, the Chairman of the meeting, or if so requested by the Chairman,
\nthe shareholders present in person or represented by proxy, shall have the power
\nto adjourn the meeting from time to time, without notice other than the
\nannouncement at the meeting, until a quorum shall be present or represented. In
\naddition, the Chairman of any meeting of shareholders shall have the power to
\nadjourn the meeting at the request of the Board of Directors if the Board of
\nDirectors determines that adjournment is necessary or appropriate to enable
\nshareholders to fully consider information which the Board of Directors
\ndetermines has not been made sufficiently or timely available to shareholders or
\nis otherwise in the best interests of shareholders.<\/p>\n<\/p>\n

SECTION 8. PROXIES. A shareholder may appoint a proxy to vote or otherwise
\nact for the shareholder by delivering a valid appointment to the person so
\nappointed or such person’s agent; PROVIDED, HOWEVER, no shareholder may name
\nmore than two persons as proxies to attend and to vote the shareholder’s shares
\nat any meeting of shareholders. Without limiting the manner in which a
\nshareholder may appoint such a proxy pursuant to these By-Laws, the following
\nshall constitute valid means by which a shareholder may make such an
\nappointment:<\/p>\n<\/p>\n

(a) A shareholder may sign a proxy appointment form. The
\nshareholder’s signature may be affixed by any reasonable means, including, but
\nnot limited to, by facsimile signature.<\/p>\n<\/p>\n

(b) A shareholder may transmit or authorize the transmission of a
\ntelegram, cablegram, or other means of electronic transmission; provided that
\nany such transmission must either set forth or be submitted with information
\nfrom which it can be determined that the telegram, cablegram, or other
\nelectronic transmission was authorized by the shareholder. If it is determined
\nthat the telegram, cablegram, or other electronic transmission is valid, the
\ninspectors or, if there are no inspectors, such other persons making that
\ndetermination shall specify the information upon which they relied.<\/p>\n<\/p>\n

No proxy shall be valid after the expiration of eleven months from the date
\nthereof unless otherwise provided in the proxy. Each proxy continues in full
\nforce and effect until revoked by the person appointing the proxy prior to the
\nvote pursuant thereto, except as otherwise provided by law. Such revocation may
\nbe effected by a writing delivered to the secretary of the Corporation stating
\nthat the proxy is revoked or by a subsequent delivery of a valid proxy by, or by
\nthe attendance at the meeting and voting in person by the person appointing the
\nproxy. The dates of the proxy shall presumptively determine the order of
\nappointment.<\/p>\n<\/p>\n

SECTION 9. VOTING OF SHARES. Each outstanding share, regardless of class,
\nshall be entitled to one vote in each matter submitted to a vote at a meeting of
\nshareholders and, in all elections for Directors, every shareholder shall have
\nthe right to vote the number of shares owned by such shareholder for as many
\npersons as there are Directors to be elected, or to cumulate such votes and give
\none candidate as many votes as shall equal the number of Directors multiplied by
\nthe number of such shares or to distribute such cumulative votes in any
\nproportion among any number of candidates; provided that, vacancies on the Board
\nof Directors may be filled as provided in Section 9, Article III of these
\nBy-Laws. A shareholder may vote either in person or by proxy.<\/p>\n

\n

5<\/p>\n

\n

<\/p>\n

\n

SECTION 10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares of this Corporation
\nheld by the Corporation in a fiduciary capacity may be voted and shall be
\ncounted in determining the total number of outstanding shares entitled to vote
\nat any given time.<\/p>\n<\/p>\n

Shares registered in the name of another corporation, domestic or foreign,
\nmay be voted by any officer, agent, proxy or other legal representative
\nauthorized to vote such shares under the law of incorporation of such
\ncorporation.<\/p>\n<\/p>\n

Shares registered in the name of a deceased person, a minor ward or a person
\nunder legal disability may be voted by his or her administrator, executor, or
\ncourt appointed guardian, either in person or by proxy without a transfer of
\nsuch shares into the name of such administrator, executor, or court appointed
\nguardian. Shares registered in the name of a trustee may be voted by him or
\nher, either in person or by proxy.<\/p>\n<\/p>\n

Shares registered in the name of a receiver may be voted by such receiver,
\nand shares held by or under the control of a receiver may be voted by such
\nreceiver without the transfer thereof into his or her name if authority so to do
\nis contained in an appropriate order of the court by which such receiver was
\nappointed.<\/p>\n<\/p>\n

A shareholder whose shares are pledged shall be entitled to vote such shares
\nuntil the shares have been transferred into the name of the pledgee, and
\nthereafter the pledgee shall be entitled to vote the shares so transferred.<\/p>\n<\/p>\n

SECTION 11. VOTING BY BALLOT. Voting on any question or in any election may
\nbe viva voce<\/em> unless the presiding officer shall order that voting be by
\nballot.<\/p>\n<\/p>\n

SECTION 12. INSPECTORS OF ELECTION. The Board of Directors in advance of
\nany meeting of shareholders may appoint inspectors to act at such meeting or any
\nadjournment thereof. If inspectors of election are not so appointed, the
\nofficer or person acting as chairman at any such meeting may, and on the request
\nof any shareholder or his proxy, shall make such appointment. In case any
\nperson appointed as inspector shall fail to appear or to act, the vacancy may be
\nfilled by appointment made by the Board of Directors in advance of the meeting
\nor at the meeting by the officer or person acting as chairman.<\/p>\n<\/p>\n

Such inspectors shall ascertain and report the number of shares represented
\nat the meeting, based upon their determination of the validity and effect of
\nproxies; count all votes and report the results; and do such other acts as are
\nproper to conduct the election and voting with impartiality and fairness to all
\nthe shareholders.<\/p>\n<\/p>\n

Each report of an inspector shall be in writing and signed by him or her or
\nby a majority of them if there be more than one inspector acting at such
\nmeeting. If there is more than one inspector, the report of a majority shall be
\nthe report of the inspectors. The report of the inspector or inspectors on the
\nnumber of shares represented at the meeting and the results of the voting shall
\nbe prima facie evidence thereof.<\/p>\n

\n

6<\/p>\n

\n

<\/p>\n

\n

SECTION 13. SHAREHOLDER ACTION BY WRITTEN CONSENT. In the case of action to
\nbe taken by a shareholder or shareholders by written consent, the shareholder or
\nshareholders proposing to take such action shall give notice of the proposed
\naction, which notice shall be in writing and delivered to and received by the
\nSecretary at the principal office of the Corporation, a reasonable period (but
\nnot less than thirty-five days) before the proposed effective date of such
\naction. To the extent relevant, such notice shall include the information
\nreferred to in the fourth sentence of the second paragraph of Article II,
\nSection 1 of these By-Laws.<\/p>\n<\/p>\n

In the case of action to be taken by a shareholder or shareholders by written
\nconsent, no written consent shall be effective to take the action referred to
\ntherein unless written consents signed by a sufficient number of shareholders to
\ntake such action are delivered to and received by the Corporation in accordance
\nwith this Section within sixty days of the record date for taking such action by
\nwritten consent, or if no such record date has been set, the date the earliest
\ndated written consent was received by the Corporation in accordance with this
\nSection.<\/p>\n<\/p>\n

Every written consent shall be signed by one or more persons who as of the
\nrecord date are shareholders of record on such record date, shall bear the date
\nof signature of each such shareholder, and shall set forth the name and address,
\nas they appear in the Corporation’s books, of each shareholder signing such
\nconsent and the class and number of shares of the Corporation which are owned of
\nrecord and beneficially by each such shareholder and shall be delivered to and
\nreceived by the Secretary of the Corporation at the Corporation’s principal
\noffice by hand or by certified or registered mail, return receipt requested.\n<\/p>\n<\/p>\n

SECTION 14. RECORD DATE FOR SHAREHOLDER ACTION BY WRITTEN CONSENT. In order
\nthat the Corporation may determine the shareholders entitled to consent to
\naction in writing without a meeting, the Board of Directors may fix a record
\ndate, which record date shall not precede the date upon which the resolution
\nfixing the record date is adopted by the Board of Directors, and which date
\nshall not be more than ten days (or if such tenth day is a day on which the New
\nYork Stock Exchange is not open for trading, the next day following such tenth
\nday on which the New York Stock Exchange is open for trading), or in the case of
\nany proposed action by written consent of a shareholder or shareholders with
\nrespect to a merger, consolidation, share exchange, dissolution or sale, lease
\nor exchange of assets, not more than twenty days, after the date upon which the
\nresolution fixing the record date is adopted by the Board of Directors (or such
\nlater date if the shareholder requests and the Board sets such later date as the
\nrecord date). Any shareholder of record seeking to have the shareholders
\nauthorize or take action by written consent shall, by written notice to the
\nSecretary, request the Board of Directors to fix a record date. The Board of
\nDirectors shall promptly, but no later than ten days (or if such tenth day is a
\nday on which the New York Stock Exchange is not open for trading, the next day
\nfollowing such tenth day on which the New York Stock Exchange is open for
\ntrading) after the date on which such a request is received, adopt a resolution
\nfixing the record date. Delivery of such request shall be by hand or by
\ncertified or registered mail, return receipt requested to the Secretary at the
\nCorporation’s principal office. If no record date has been fixed by the Board
\nof Directors within ten days (or if such tenth day is a day on which the New
\nYork Stock Exchange is not open for trading, the next day following such tenth
\nday on which the New York Stock Exchange is open for trading) after the date on
\nwhich such request is received, the record date for determining shareholders
\nentitled to consent to action in writing without a meeting, when no prior action
\nby the Board of Directors is<\/p>\n

\n

7<\/p>\n

\n

<\/p>\n

\n

required by applicable law, shall be the first date on which a signed written
\nconsent setting forth the action taken or proposed to be taken is delivered to
\nand received by the Secretary at the principal office of the Corporation.
\nDelivery shall be by hand or by certified or registered mail, return receipt
\nrequested to the Secretary at the Corporation’s principal office. If no record
\ndate has been fixed by the Board of Directors and prior action by the Board of
\nDirectors is required by applicable law, the record date for determining
\nshareholders entitled to consent to action in writing without a meeting shall be
\nat the close of business on the date on which the Board of Directors adopts the
\nresolution taking such prior action.<\/p>\n<\/p>\n

ARTICLE III<\/strong><\/p>\n

\n

DIRECTORS<\/strong><\/p>\n

\n

SECTION 1. GENERAL POWERS. The business and affairs of the Corporation
\nshall be managed under the direction of the Board of Directors.<\/p>\n<\/p>\n

SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of Directors of
\nthe Corporation shall be ten. The terms of all Directors shall expire at the
\nnext annual meeting of shareholders following their election. Despite the
\nexpiration of a Director’s term, he or she shall continue to serve until the
\nnext meeting of shareholders at which Directors are elected. Directors need not
\nbe residents of Illinois or shareholders of the Corporation.<\/p>\n<\/p>\n

SECTION 3. REGULAR MEETINGS. A regular annual meeting of the Board of
\nDirectors shall be held without other notice than this By-Law, immediately
\nafter, and at the same place as, the annual meeting of shareholders. Other
\nregular meetings of the Board of Directors shall be held at the principal office
\nof the Corporation on the second Friday of every month at 9:00 a.m. without
\nother notice than this By-Law. The Board of Directors may provide, by
\nresolution, for the holding of the regular monthly meetings at a different time
\nand place, either within or without the State of Illinois, or for the omission
\nof the regular monthly meeting altogether. Where the Board of Directors has, by
\nresolution, changed or omitted regular meetings, no other notice than such
\nresolution shall be given.<\/p>\n<\/p>\n

SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may
\nbe called by or at the request of the Chairman of the Board, the Chairman of the
\nExecutive Committee, the Chief Executive Officer, any President, or of any four
\nDirectors. The persons authorized to call special meetings of the Board of
\nDirectors may fix any place, either within or without the State of Illinois, as
\nthe place for holding any special meeting of the Board of Directors.<\/p>\n<\/p>\n

SECTION 5. NOTICE. Notice of any special meeting shall be given: (i) at
\nleast one day prior thereto if the notice is given personally or by an
\nelectronic transmission, (ii) at least two business days prior thereto if the
\nnotice is given by having it delivered by a third party entity that provides
\ndelivery services in the ordinary course of business and guarantees delivery of
\nthe notice to the Director no later than the following business day, and
\n(iii) at least seven days prior thereto if the notice is given by mail. For
\nthis purpose, the term “electronic transmission” may include, but shall not be
\nlimited to, a telex, facsimile, or other electronic means. Notice shall be
\ndelivered to the Director’s business address and\/or telephone number and shall
\nbe deemed given upon<\/p>\n

\n

8<\/p>\n

\n

<\/p>\n

\n

electronic transmission, upon delivery to the third party delivery service,
\nor upon being deposited in the United States mail with postage thereon prepaid.
\nAny Director may waive notice of any meeting by signing a written waiver of
\nnotice either before or after the meeting. Attendance of a Director at any
\nmeeting shall constitute a waiver of notice of such meeting, except where a
\nDirector attends a meeting for the express purpose of objecting to the
\ntransaction of any business because the meeting is not lawfully called or
\nconvened. Neither the business to be transacted at, nor the purpose of, any
\nregular or special meeting of the Board of Directors need to be specified in the
\nnotice or waiver of notice of such meeting.<\/p>\n<\/p>\n

SECTION 6. QUORUM. A majority of the number of Directors fixed by these
\nBy-Laws shall constitute a quorum for transaction of business at any meeting of
\nthe Board of Directors; provided, that if less than a majority of such number of
\nDirectors are present at said meeting, a majority of the Directors present may
\nadjourn the meeting from time to time without further notice.<\/p>\n<\/p>\n

SECTION 7. MANNER OF VOTING. The act of the majority of the Directors
\npresent at a meeting at which a quorum is present shall be the act of the Board
\nof Directors.<\/p>\n<\/p>\n

SECTION 8. INFORMAL ACTION BY DIRECTORS. Any action required to be taken at
\na meeting of the Board of Directors, or any other action which may be taken at a
\nmeeting of the Board of Directors or a committee thereof, may be taken without a
\nmeeting if a consent in writing, setting forth the action so taken, shall be
\nsigned by all of the Directors entitled to vote with respect to the subject
\nmatter thereof, or by all the members of such committee, as the case may be.\n<\/p>\n<\/p>\n

The consent shall be evidenced by one or more written approvals, each of
\nwhich sets forth the action taken and bears the signature of one or more
\nDirectors. All the approvals evidencing the consent shall be delivered to the
\nSecretary of the Corporation to be filed in the corporate records. The action
\ntaken shall be effective when all the Directors have approved the consent unless
\nthe consent specifies a different effective date.<\/p>\n<\/p>\n

Any such consent signed by all the Directors or all the members of a
\ncommittee shall have the same effect as a unanimous vote.<\/p>\n<\/p>\n

SECTION 9. VACANCIES. Any vacancy occurring in the Board of Directors and
\nany directorship to be filled by reason of an increase in the number of
\nDirectors may be filled by election at an annual meeting or at a special meeting
\nof shareholders called for that purpose. A Director elected to fill a vacancy
\nshall serve until the next annual meeting of shareholders. A majority of
\nDirectors then in office may also fill one or more vacancies arising between
\nmeetings of shareholders by reason of an increase in the number of Directors or
\notherwise, and any Director so selected shall serve until the next annual
\nmeeting of shareholders, provided that at no time may the number of Directors
\nselected to fill vacancies in this manner during any interim period between
\nmeetings of shareholders exceed 33-1\/3 percent of the total membership of the
\nBoard of Directors.<\/p>\n

\n

9<\/p>\n

\n

<\/p>\n

SECTION 10. PRESUMPTION OF ASSENT. A Director of the Corporation who is
\npresent at a meeting of the Board of Directors or any committee thereof at which
\naction on any corporate matter is taken is conclusively presumed to have
\nassented to the action taken unless his or her dissent is entered in the minutes
\nof the meeting or unless he or she files his or her written dissent to such
\naction with the person acting as the secretary of the meeting before the
\nadjournment thereof or forwards such dissent by registered or certified mail to
\nthe Secretary of the Corporation immediately after the adjournment of the
\nmeeting. Such right to dissent shall not apply to a Director who voted in favor
\nof such action.<\/p>\n<\/p>\n

SECTION 11. APPOINTMENT OF AUDITORS. The Audit Committee shall appoint
\nannually a firm of independent public accountants as auditors of the
\nCorporation. Should the Audit Committee for any reason determine that such
\nappointment be terminated, the Audit Committee shall appoint another firm of
\nindependent public accountants to act as auditors of the Corporation.<\/p>\n<\/p>\n

ARTICLE IV<\/strong><\/p>\n

\n

COMMITTEES<\/strong><\/p>\n

\n

SECTION 1. APPOINTMENT. A majority of the Board of Directors may create one
\nor more committees and appoint members of the Board to serve on the committee or
\ncommittees. Each committee shall have one or more members, who serve at the
\npleasure of the Board. The Board shall designate one member of each committee
\nto be chairman of the committee. The Board shall designate a secretary of each
\ncommittee who may be, but need not be, a member of the committee or the Board.\n<\/p>\n<\/p>\n

SECTION 2. COMMITTEE MEETINGS. A majority of any committee shall constitute
\na quorum and the act of the majority of the members of a committee present at a
\nmeeting at which a quorum is present shall be the act of such committee. A
\ncommittee may act by unanimous consent in writing without a meeting. Committee
\nmeetings may be called by the Chairman of the Board, the chairman of the
\ncommittee, or any two of the committee’s members. The time and place of
\ncommittee meetings shall be designated in the notice of such meeting. Notice of
\neach committee meeting shall be given to each committee member. Each Committee
\nshall keep minutes of its proceedings.<\/p>\n<\/p>\n

SECTION 3. EXECUTIVE COMMITTEE. The Board shall appoint an Executive
\nCommittee. A majority of the members of the Committee shall be selected from
\nthose Directors who satisfy the independence requirements of the Corporation’s
\nCorporate Governance Guidelines. The Executive Committee may, when the Board of
\nDirectors is not in session, exercise the authority of the Board in the
\nmanagement of the business and affairs of the Corporation; provided, however,
\nthe Committee may not:<\/p>\n<\/p>\n

(1) authorize distributions;<\/p>\n<\/p>\n

(2) approve or recommend to shareholders any act the Business
\nCorporation Act of 1983 requires to be approved by shareholders;<\/p>\n

\n

10<\/p>\n

\n

<\/p>\n

\n

(3) fill vacancies on the Board or on any of its committees;<\/p>\n<\/p>\n

(4) elect or remove Officers or fix the compensation of any member
\nof the Committee;<\/p>\n<\/p>\n

(5) adopt, amend or repeal the By-Laws;<\/p>\n<\/p>\n

(6) approve a plan of merger not requiring shareholder approval;\n<\/p>\n<\/p>\n

(7) authorize or approve reacquisition of shares, except according
\nto a general formula or method prescribed by the Board;<\/p>\n<\/p>\n

(8) authorize or approve the issuance or sale, or contract for
\nsale, of shares, except that the Board may direct the Committee (i) to fix the
\nspecific terms of the issuance or sale or contract for sale, including without
\nlimitation the pricing terms or the designation and relative rights,
\npreferences, and limitations of a series of shares if the Board has approved the
\nmaximum number of shares to be issued pursuant to such delegated authority, or
\n(ii) to fix the price and the number of shares to be allocated to particular
\nemployees under an employee benefit plan; or<\/p>\n<\/p>\n

(9) amend, alter, repeal, or take action inconsistent with any
\nresolution or action of the Board of Directors when the resolution or action of
\nthe Board of Directors provides by its terms that it shall not be amended,
\naltered or repealed by action of the Committee.<\/p>\n<\/p>\n

SECTION 4. AUDIT COMMITTEE. The Board of Directors shall appoint an Audit
\nCommittee. The composition of the members and the duties of such committee
\nshall be as set forth in the Audit Committee Charter.<\/p>\n<\/p>\n

SECTION 5. COMPENSATION COMMITTEE. The Board of Directors shall appoint a
\nCompensation Committee. The composition of the members and the duties of such
\ncommittee shall be as set forth in the Compensation Committee Charter.<\/p>\n<\/p>\n

SECTION 6. NOMINATIONS AND GOVERNANCE COMMITTEE. The Board of Directors
\nshall appoint a Nominations and Governance Committee. The composition of the
\nmembers and the duties of such committee shall be as set forth in the
\nNominations and Governance Committee Charter.<\/p>\n<\/p>\n

SECTION 7. PUBLIC POLICY COMMITTEE. The Board of Directors shall appoint a
\nPublic Policy Committee. The composition of the members and the duties of such
\ncommittee shall be as set forth in the Public Policy Committee Charter.<\/p>\n

\n

11<\/p>\n

\n

<\/p>\n

\n

ARTICLE V<\/strong><\/p>\n

\n

OFFICERS<\/strong><\/p>\n

\n

SECTION 1. NUMBER. The Officers of the Corporation shall be the Chairman of
\nthe Board, the Chief Executive Officer, one or more Presidents, one or more
\nExecutive, Group or Senior Vice Presidents, one or more Vice Presidents, a
\nTreasurer, a Secretary, a Controller, a General Counsel and such Assistant
\nTreasurers and Assistant Secretaries as the Board of Directors may elect or the
\nChairman of the Board may appoint. Any two offices may be held by the same
\nperson.<\/p>\n<\/p>\n

SECTION 2. ELECTION AND TERM OF OFFICE. The Board of Directors may elect
\nany Officer. The Chairman of the Board may appoint any Vice President, a
\nController, a Treasurer, a Secretary and any Assistant Treasurers and Assistant
\nSecretaries.<\/p>\n<\/p>\n

The Officers of the Corporation shall be elected or appointed annually. Each
\nyear, the Board of Directors shall elect Officers at the first meeting of the
\nBoard of Directors held after the annual meeting of shareholders. If the Board
\nof Directors does not elect Officers at such meeting, such election shall be
\nheld as soon thereafter as conveniently may be. Each year, immediately
\nfollowing the election of Officers by the Board of Directors or as soon
\nthereafter as conveniently may be, the Chairman of the Board shall appoint such
\nadditional Officers within the scope of the Chairman’s authority as the Chairman
\ndeems necessary or appropriate.<\/p>\n<\/p>\n

Vacancies or new offices may be filled at any time as set forth in Section 4
\nof this Article V.<\/p>\n<\/p>\n

Each Officer shall hold office until his or her successor shall have been
\nduly elected or appointed and shall have qualified or until his or her death or
\nuntil he or she shall resign or shall have been removed in the manner
\nhereinafter provided.<\/p>\n<\/p>\n

SECTION 3. REMOVAL OF OFFICERS. Any Officer may be removed by the Board of
\nDirectors whenever in its judgment the best interests of the Corporation will be
\nserved thereby. Any Officer appointed by the Chairman of the Board may be
\nremoved by the Chairman whenever, in the Chairman’s judgment, the best interests
\nof the Corporation will be served thereby.<\/p>\n<\/p>\n

SECTION 4. VACANCIES. A vacancy in any office because of death,
\nresignation, removal, disqualification or otherwise, may be filled by the Board
\nof Directors for the unexpired portion of the term. A vacancy in any office
\nappointed by the Chairman of the Board may be filled by the Chairman of the
\nBoard for the unexpired portion of the term.<\/p>\n<\/p>\n

SECTION 5. CHAIRMAN OF THE BOARD OF DIRECTORS AND CHIEF EXECUTIVE OFFICER.
\nThe Chairman shall preside at all meetings of the Board of Directors and the
\nshareholders. The Chief Executive Officer shall be responsible for the overall
\nmanagement of the Corporation subject to the direction of the Board of
\nDirectors.<\/p>\n

\n

12<\/p>\n

\n

<\/p>\n

\n

SECTION 6. PRESIDENT. Each President shall be the Chief Operating Officer
\nof a major area of the Corporation’s activities and shall perform such duties as
\nmay be prescribed by the Board of Directors or the Chief Executive Officer.<\/p>\n<\/p>\n

SECTION 7. EXECUTIVE, GROUP AND SENIOR VICE PRESIDENTS. Each Executive,
\nGroup, or Senior Vice President shall be responsible for supervising and
\ncoordinating a major area of the Corporation’s activities subject to the
\ndirection of the Chief Executive Officer or a President.<\/p>\n<\/p>\n

SECTION 8. VICE PRESIDENTS. Each of the Vice Presidents shall be
\nresponsible for those activities designated by an Executive, Group, or Senior
\nVice President, a President, the Chief Executive Officer, or the Board of
\nDirectors.<\/p>\n<\/p>\n

SECTION 9. TREASURER. The Treasurer shall administer the investment,
\nfinancing, insurance and credit activities of the Corporation.<\/p>\n<\/p>\n

SECTION 10. SECRETARY. The Secretary will be the custodian of the corporate
\nrecords and of the seal of the Corporation, will countersign certificates for
\nshares of the Corporation, and in general will perform all duties incident to
\nthe office of the Secretary. The Secretary shall have the authority to certify
\nthe By-Laws, resolutions of the shareholders and the Board of Directors and
\ncommittees thereof, and other documents of the Corporation as true and correct
\ncopies hereof.<\/p>\n<\/p>\n

SECTION 11. CONTROLLER. The Controller will conduct the accounting
\nactivities of the Corporation, including the maintenance of the Corporation’s
\ngeneral and supporting ledgers and books of account, operating budgets, and the
\npreparation and consolidation of financial statements.<\/p>\n<\/p>\n

SECTION 12. GENERAL COUNSEL. The General Counsel will be the chief
\nconsultant of the Corporation on legal matters. He or she will supervise all
\nmatters of legal import concerning the interests of the Corporation.<\/p>\n<\/p>\n

SECTION 13. ASSISTANT TREASURER. The Assistant Treasurer shall, in the
\nabsence or incapacity of the Treasurer, perform the duties and exercise the
\npowers of the Treasurer, and shall perform such other duties as shall from time
\nto time be given to him or her by the Treasurer.<\/p>\n<\/p>\n

SECTION 14. ASSISTANT SECRETARY. The Assistant Secretary shall, in the
\nabsence or incapacity of the Secretary, perform the duties and exercise the
\npowers of the Secretary, and shall perform such other duties as shall from time
\nto time be given to him or her by the Secretary. The Assistant Secretary shall
\nbe, with the Secretary, keeper of the books, records, and the seal of the
\nCorporation, and shall have the authority to certify the By-Laws, resolutions
\nand other documents of the Corporation.<\/p>\n<\/p>\n

SECTION 15. GENERAL POWERS OF OFFICERS. The Chairman of the Board, the
\nChief Executive Officer, any President, and any Executive, Group or Senior Vice
\nPresident, may sign without countersignature any deeds, mortgages, bonds,
\ncontracts, reports to public agencies, or other instruments whether or not the
\nBoard of Directors has expressly authorized execution of<\/p>\n

\n

13<\/p>\n

\n

<\/p>\n

\n

such instruments, except in cases where the signing and execution thereof
\nshall be expressly delegated by the Board of Directors or by these By-Laws
\nsolely to some other Officer or agent of the Corporation, or shall be required
\nby law to be otherwise signed or executed. Any other Officer of this
\nCorporation may sign contracts, reports to public agencies, or other instruments
\nwhich are in the regular course of business and within the scope of his or her
\nauthority, except where signing and execution thereof shall be expressly
\ndelegated by the Board of Directors or by these By-Laws to some other Officer or
\nagent of the Corporation, or shall be required by law to be otherwise signed or
\nexecuted.<\/p>\n<\/p>\n

ARTICLE VI<\/strong><\/p>\n

\n

CERTIFICATES FOR SHARES, UNCERTIFICATED SHARES AND
\nTHEIR TRANSFER<\/strong><\/p>\n

\n

SECTION 1. CERTIFICATES FOR SHARES AND UNCERTIFICATED SHARES. The issued
\nshares of the Corporation shall be represented by certificates or shall be
\nuncertificated shares. Certificates representing shares of the Corporation
\nshall be in such form as may be determined by the Board of Directors. Such
\ncertificates shall be signed by any one of the Chairman of the Board, the Chief
\nExecutive Officer, a President or an Executive Vice President, and shall be
\ncountersigned by the Secretary or an Assistant Secretary and shall be sealed
\nwith the seal, or a facsimile of the seal, of the Corporation. If a certificate
\nis countersigned by a Transfer Agent or Registrar, other than the Corporation
\nitself or its employee, any other signatures or countersignature on the
\ncertificate may be facsimiles. In case any Officer of the Corporation, or any
\nofficer or employee of the Transfer Agent or Registrar who has signed or whose
\nfacsimile signature has been placed upon such certificate ceases to be an
\nOfficer of the Corporation, or an officer or employee of the Transfer Agent or
\nRegistrar before such certificate is issued, the certificate may be issued by
\nthe Corporation with the same effect as if the Officer of the Corporation, or
\nthe officer or employee of the Transfer Agent or Registrar had not ceased to be
\nsuch at the date of its issue. Each certificate representing shares shall
\nstate: that the Corporation is organized under the laws of the State of
\nIllinois; the name of the person to whom issued; the number and class of shares;
\nand the designation of the series, if any, which such certificate represents.
\nEach certificate shall be consecutively numbered or otherwise identified. The
\nBoard of Directors may provide by resolution that some or all of any or all
\nclasses or series of the Corporation’s shares shall be uncertificated shares,
\nprovided that such resolution shall not apply to shares represented by a
\ncertificate until such certificate is surrendered to the Corporation. Within a
\nreasonable time after the issuance or transfer of uncertificated shares, the
\nCorporation shall send to the registered owner thereof a written notice
\ncontaining the information required to be set forth or stated on certificates
\npursuant to this section. Except as otherwise expressly provided by law, the
\nrights and obligations of the holders of uncertificated shares and rights and
\nobligations of the holders of certificates representing shares of the same class
\nand series shall be identical. The name of the person to whom the shares are
\nissued, with the number of shares and date of issue, shall be entered on the
\nbooks of the Corporation. All certificates surrendered to the Corporation for
\ntransfer shall be canceled, and no new certificate or uncertificated shares
\nshall be issued in replacement therefor until the former certificate for a like
\nnumber of shares shall have been surrendered and canceled, except in the case of
\nlost, destroyed or mutilated certificates.<\/p>\n

\n

14<\/p>\n

\n

<\/p>\n

\n

SECTION 2. TRANSFER AGENT AND REGISTRAR. The Board of Directors
\nmay from time to time appoint such Transfer Agents and Registrars in such
\nlocations as it shall determine, and may, in its discretion, appoint a single
\nentity to act in the capacity of both Transfer Agent and Registrar in any one
\nlocation.<\/p>\n<\/p>\n

SECTION 3. TRANSFER OF SHARES. Transfers of shares of the Corporation shall
\nbe made only on the books of the Corporation at the request of the holder of
\nrecord thereof or of his attorney, lawfully constituted in writing, and on
\nsurrender for cancellation of the certificate for such shares, unless such
\nshares are uncertificated. The person in whose name shares stand on the books
\nof the Corporation shall be deemed the owner thereof for all purposes as regards
\nthe Corporation.<\/p>\n<\/p>\n

SECTION 4. LOST, DESTROYED OR MUTILATED CERTIFICATES. In case of
\nlost, destroyed or mutilated certificates, duplicate certificates shall be
\nissued to the person claiming the loss, destruction or mutilation, provided:\n<\/p>\n<\/p>\n

(a) that the claimant furnishes an affidavit stating the facts of
\nsuch loss, destruction or mutilation so far as known to him or her and further
\nstating that the affidavit is made to induce the Corporation to issue a
\nduplicate certificate or certificates; and that issuance of the duplicate
\ncertificate or certificates is approved:<\/p>\n<\/p>\n

(i) in a case involving a certificate or certificates for more
\nthan 1,000 shares, by the Chairman of the Board, the Chief Executive Officer, a
\nPresident, an Executive Vice President, or the Secretary; or<\/p>\n<\/p>\n

(ii) in a case involving a certificate or certificates for 1,000
\nshares or less, by the Transfer Agent appointed by the Board of Directors for
\nthe transfer of the shares represented by such certificate or certificates;<\/p>\n<\/p>\n

upon receipt of a bond, with one or more sureties, in the amount to be
\ndetermined by the party giving such approval; or<\/p>\n<\/p>\n

(b) that issuance of the said duplicate certificate or certificates
\nis approved by the Board of Directors upon such terms and conditions as it shall
\ndetermine.<\/p>\n<\/p>\n

ARTICLE VII<\/strong><\/p>\n

\n

FISCAL YEAR<\/strong><\/p>\n

\n

The fiscal year of the Corporation shall begin on the first day of January in
\neach year and end on the last day of December in each year.<\/p>\n

\n

15<\/p>\n

\n

<\/p>\n

\n

ARTICLE VIII<\/strong><\/p>\n

\n

VOTING SHARES OR INTERESTS IN OTHER
\nCORPORATIONS<\/strong><\/p>\n

\n

The Chairman of the Board, the Chief Executive Officer, a President, an
\nExecutive, Group, or Senior Vice President and each of them, shall have the
\nauthority to act for the Corporation by voting any shares or exercising any
\nother interest owned by the Corporation in any other corporation or other
\nbusiness association, including wholly or partially owned subsidiaries of the
\nCorporation, such authority to include, but not be limited to, power to attend
\nany meeting of any such corporation or other business association, to vote
\nshares in the election of directors and upon any other matter coming before any
\nsuch meeting, to waive notice of any such meeting and to consent to the holding
\nthereof without notice, and to appoint a proxy or proxies to represent the
\nCorporation at any such meeting with all the powers that the said Officer would
\nhave under this section if personally present.<\/p>\n<\/p>\n

ARTICLE IX<\/strong><\/p>\n

\n

DISTRIBUTIONS TO SHAREHOLDERS<\/strong><\/p>\n

\n

The Board of Directors may authorize, and the Corporation may make,
\ndistributions to its shareholders, subject to any restriction in the Articles of
\nIncorporation and subject also to the limitations prescribed by law.<\/p>\n<\/p>\n

ARTICLE X<\/strong><\/p>\n

\n

SEAL<\/strong><\/p>\n

\n

The Corporate Seal of the Corporation shall be in the form of a circle in the
\ncenter of which is the insignia
\n“”
\nand shall have inscribed thereon the name of the Corporation and the words “an
\nIllinois Corporation.”<\/p>\n<\/p>\n

ARTICLE XI <\/strong><\/p>\n

\n

WAIVER OF NOTICE<\/strong><\/p>\n

\n

Whenever any notice whatever is required to be given under the provisions of
\nthese By-Laws or under the provisions of the Articles of Incorporation or under
\nthe provisions of The Business Corporation Act of 1983, a waiver thereof in
\nwriting, signed by the person or persons entitled to such notice, whether before
\nor after the time stated therein, shall be deemed equivalent to the giving of
\nsuch notice. Attendance at any meeting shall constitute waiver of notice
\nthereof unless the person at the meeting objects to the holding of the meeting
\nbecause proper notice was not given.<\/p>\n

\n

16<\/p>\n

\n

<\/p>\n

\n

ARTICLE XII<\/strong><\/p>\n

\n

AMENDMENTS<\/strong><\/p>\n

\n

These By-Laws may be made, altered, amended or repealed by the shareholders
\nor the Board of Directors.<\/p>\n

\n

17<\/p>\n

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