{"id":41568,"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-spx-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-spx-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-spx-corp.html","title":{"rendered":"Bylaws – SPX Corp."},"content":{"rendered":"

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

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

SPX CORPORATION<\/strong><\/p>\n

(A Delaware Corporation)<\/strong><\/p>\n

Amended and Restated<\/strong><\/p>\n

Effective as of October 26, 2011<\/strong><\/p>\n

\n

<\/p>\n

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

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

SPX CORPORATION<\/strong><\/p>\n

(A Delaware Corporation)<\/strong><\/p>\n

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

Offices<\/strong><\/p>\n

Section 1. The registered office of the corporation shall be in Wilmington,
\nNew Castle County, Delaware.<\/p>\n

Section 2. The corporation shall have its principal office at 13515
\nBallantyne Corporate Place, Charlotte, North Carolina, and it may also have
\noffices at such other places as the board of directors may from time to time
\ndetermine.<\/p>\n

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

Stockholders<\/strong><\/p>\n

Section 1. Annual Meeting. The annual meeting of stockholders for the
\nelection of directors and for the transaction of such other business as may be
\nproperly brought before the meeting shall be held on such date as the board of
\ndirectors shall fix each year. No business shall be conducted at an annual
\nmeeting except in accordance with the procedures set forth in these by-laws. The
\npresiding officer of an annual meeting shall, if the facts warrant, determine
\nthat business was not properly brought before the meeting in accordance with the
\nprovisions of these by-laws, and, if it is so determined, shall so declare to
\nthe meeting and any such business not properly brought before the meeting shall
\nnot be transacted.<\/p>\n

To be properly brought before an annual meeting, (a) business must be
\nspecified in the notice of meeting, or any supplement thereto, given by or at
\nthe direction of the board of directors, (b) business must be otherwise properly
\nbrought before the meeting by or at the direction of the board of directors, (c)
\ndirector nominations by a stockholder must be submitted pursuant to Section 1 of
\nArticle III of these by-laws, or (d) business other than director nominations
\nmust be otherwise properly brought before the meeting by a stockholder who (i)
\nis a stockholder of record at the time of giving notice provided for in this
\nSection and at the time of the annual meeting of stockholders, (ii) is entitled
\nto vote at the meeting, and (iii) complies with the notice procedures as to such
\nbusiness set forth in this Section. Clauses (c) and (d) of this paragraph shall
\nbe the exclusive means for a stockholder to submit business before an annual
\nmeeting of stockholders other than matters properly brought under Rule 14a-8
\nunder the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and
\nincluded in the corporation153s notice of meeting.<\/p>\n

1<\/p>\n

\n

<\/p>\n

For business to be properly brought before an annual meeting by a stockholder
\npursuant to clause (d) of the preceding paragraph, such business must be a
\nproper subject for stockholder action under the General Corporation Law of the
\nState of Delaware and the stockholder must have given timely notice of such
\nbusiness in writing to the secretary of the corporation not less than one
\nhundred and twenty (120) days nor more than one hundred and fifty (150) days
\nprior to the anniversary date of the immediately preceding annual meeting. A
\nstockholder153s notice to the secretary of the corporation shall set forth as to
\neach matter the stockholder proposes to bring before the annual meeting (a) a
\nbrief description of the business desired to be brought before the meeting, the
\nreasons for conducting such business at the meeting, and any material interest
\nof the stockholder or the beneficial owner, if any, in such business; and (b) a
\ndescription of all agreements, arrangements and understandings between such
\nstockholder or the beneficial owner, if any, and any other person or persons
\n(including their names) in connection with the proposal of such business by such
\nstockholder.<\/p>\n

Nothing in this Section shall be deemed to affect any rights of (a)
\nstockholders to request inclusion of proposals in the corporation153s proxy
\nstatement pursuant to Rule 14a-8 under the Exchange Act or (b) the holders of
\nany series of preferred stock if and to the extent provided for under law, the
\ncertificate of incorporation or these by-laws.<\/p>\n

Section 2. Special Meetings. Special meetings of the stockholders may be
\ncalled only by the chairman, the president or the board of directors pursuant to
\na resolution approved by a majority of the entire board of directors. Only such
\nbusiness shall be conducted at a special meeting of stockholders as shall have
\nbeen brought before the meeting of stockholders pursuant to the corporation153s
\nnotice of meeting.<\/p>\n

Section 3. Stockholder Action; How Taken. Any action required or permitted to
\nbe taken by the stockholders of the corporation must be effected at a duly
\ncalled annual or special meeting of such holders and may not be effected by any
\nconsent in writing by such holders.<\/p>\n

Section 4. Place of Meeting. The board of directors may designate any place,
\neither within or without Delaware, as the place of meeting for any annual or
\nspecial meeting. The place of meeting shall be the principal office of the
\ncorporation designated in Section 2 of Article I of these by-laws.<\/p>\n

Section 5. Notice of Meetings. Written or printed notice stating the place,
\nday and hour of the meeting and, in 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 case of a
\nmerger or consolidation, not less than twenty nor more than fifty days before
\nthe date of the meeting, either personally or by mail, by or at the direction of
\nthe chairman or the president, or the secretary, or the officer or persons
\ncalling the meeting, to each stockholder of record entitled to vote at such
\nmeeting. If mailed, such notice shall be deemed to be delivered when deposited
\nin the United States mails in a sealed envelope addressed to the stockholder at
\nhis address as it appears on the records of the corporation with postage thereon
\nprepaid.<\/p>\n

2<\/p>\n

\n

<\/p>\n

Section 6. Record Date. For the purpose of determining (a) stockholders
\nentitled to notice of or to vote at any meeting of stockholders, or (b)
\nstockholders entitled to receive payment of any dividend, or (c) stockholders
\nfor any other purpose, the board of directors may fix in advance a date as the
\nrecord date for any such determination of stockholders, such date in any case to
\nbe not more than sixty days and not less than ten days, or in the case of a
\nmerger or consolidation not less than twenty days prior to the date on which the
\nparticular action, requiring such determination of stockholders is to be taken.\n<\/p>\n

Section 7. Quorum. The holders of not less than one-third of the stock issued
\nand outstanding and entitled to vote thereat, present in person or represented
\nby proxy, shall be requisite and shall constitute a quorum at all meetings of
\nthe stockholders for the transaction of business except as otherwise provided by
\nstatute, by the certificate of incorporation or by these by-laws. If, however,
\nsuch quorum shall not be present or represented at any meeting of the
\nstockholders, the chairman of the meeting shall have the power to adjourn the
\nmeeting from time to time, without notice other than announcement at the
\nmeeting, until a quorum shall be present or represented. At such adjourned
\nmeeting at which a quorum shall be present or represented, any business may be
\ntransacted which might have been transacted at the meeting as originally
\nnotified.<\/p>\n

When a quorum is present at any meeting, the vote of the holders of a
\nmajority of the stock having voting power present in person or represented by
\nproxy shall decide any question brought before such meeting, unless the question
\nis one upon which by express provision of the statutes or of the certificate of
\nincorporation or of these by-laws, a different vote is required in which case
\nsuch express provision shall govern and control the decision of such question.\n<\/p>\n

Section 8. Notices; Required Stockholder Information. A stockholder153s notice
\nof director nominations to be brought before an annual or special meeting as
\npermitted by Article III, Section 1 and a stockholder153s notice of other business
\nto be brought before an annual meeting as permitted by Article II, Section 1,
\nClause (d), shall, in addition to the information required by such Sections, set
\nforth the following as to the stockholder giving the notice and the beneficial
\nowner, if any, on whose behalf the nomination or business proposal is made:<\/p>\n

(a) the name and address of the stockholder, as they appear on the
\ncorporation153s stockholder records, and of the beneficial owner, if any;<\/p>\n

(b) the class and number of shares of capital stock of the corporation that
\nare owned, whether of record or beneficially, by such stockholder and such
\nbeneficial owner, if any, as of the date of such notice (which information shall
\nbe supplemented by such stockholder and beneficial owner, if any, not later than
\n10 days after the record date for the meeting to disclose such ownership as of
\nthe record date);<\/p>\n

(c) a description of any agreement, arrangement or understanding (including
\nany derivative or short positions, profit interests, options, hedging
\ntransactions, and borrowed or loaned shares) that has been entered into as of
\nthe date of such notice by, or<\/p>\n

3<\/p>\n

\n

<\/p>\n

on behalf of, the stockholder or the beneficial owner, if any, or any of
\ntheir affiliates or associates, the effect or intent of which is to mitigate
\nloss to, manage risk or benefit of share price changes for, or increase or
\ndecrease the voting power of the stockholder or the beneficial owner, if any, or
\nany of their affiliates or associates, with respect to shares of stock of the
\ncorporation, and a representation that the stockholder or the beneficial owner,
\nif any, will notify the corporation in writing of any such agreement,
\narrangement or understanding in effect as of the record date for the meeting
\npromptly following the later of the record date or the date notice of the record
\ndate is first publicly disclosed; and<\/p>\n

(d) any other information relating to such stockholder and beneficial owner,
\nif any, that would be required by Section 14 of the Exchange Act and the rules
\nand regulations promulgated thereunder to be included in a proxy statement or
\nother filings required to be made in connection with solicitations of proxies
\nfor the proposal or the election of directors in a contested election, as
\napplicable, if Section 14 of the Exchange Act were applicable.<\/p>\n

Section 9. Qualifications of Voters. The board of directors may fix a day and
\nhour not more than sixty nor less than ten days prior to the day of holding any
\nmeeting of stockholders as the time as of which the stockholders entitled to
\nnotice of and to vote at such a meeting shall be determined. Only those persons
\nwho were holders of record of voting stock at such time shall b entitled to
\nnotice of and to vote at such meeting.<\/p>\n

Section 10. Procedure. The order of business and all other matters of
\nprocedure at every meeting of stockholders shall be determined by the chairman
\nof the meeting. The board of directors shall appoint two or more inspectors of
\nelection to serve at every meeting of stockholders at which directors are to be
\nelected. The chairman of the meeting may adjourn or postpone a meeting of
\nstockholders with or without the approval of the stockholders present and
\nvoting. In no event shall the adjournment of an annual or special meeting
\ncommence a new time period for the giving of a stockholder153s notice as described
\nin Article II, Section 1 or Article III, Section 1.<\/p>\n

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

Directors<\/strong><\/p>\n

Section 1. Number, Election and Terms. Except as otherwise fixed pursuant to
\nthe provisions of Article Fourth of the certificate of incorporation relating to
\nthe rights of the holders of any class or series of stock having a preference
\nover the common stock as to dividends or upon liquidation to elect additional
\ndirectors under specified circumstances, the number of directors shall be fixed
\nfrom time to time by the board of directors but shall not be less than three.
\nThe directors, other than those who may be elected by the holders of any class
\nor series of stock having a preference over the common stock as to dividends or
\nupon liquidation, shall be classified, with respect to the time for which they
\nseverally hold office, into three classes, as near equal in number as possible,
\nas determined by the board of directors, one class to hold office initially for
\na term expiring at the annual meeting of stockholders to be held in 1986,
\nanother<\/p>\n

4<\/p>\n

\n

<\/p>\n

class to hold office initially for a term expiring at the annual meeting of
\nstockholders to be held in 1987 and another class to hold office initially for a
\nterm expiring at the annual meeting of stockholders to be held in 1988, with the
\nmembers of each class to hold office until their successors are elected and
\nqualified. At each annual meeting of stockholders, the successors of the class
\nof directors whose term expires at that meeting shall be elected to hold office
\nfor a term expiring at the annual meeting of stockholders held in the third year
\nfollowing the year of their election.<\/p>\n

The term the “entire board” as used in these by-laws means the total number
\nof directors which the corporation would have if there were no vacancies.<\/p>\n

Except as provided in Section 2 of this Article, each director shall be
\nelected by the vote of the majority of the votes cast with respect to the
\ndirector at any meeting for the election of directors at which a quorum is
\npresent, provided, however, that directors shall be elected by a plurality of
\nthe votes cast at any meeting of stockholders for which (i) the Secretary of the
\ncorporation receives a notice that a stockholder has nominated a person for
\nelection to the board in compliance with the advance notice requirements for
\nstockholder nominees for director set forth in this Section and (ii) such
\nnomination has not been withdrawn by such stockholder as of a date that is 10
\ndays in advance of the date the corporation files its definitive proxy statement
\nwith the Securities and Exchange Commission (regardless of whether or not
\nthereafter revised or supplemented). For purposes of this Section, a majority of
\nthe votes cast means that the number of shares voted “for” a director must
\nexceed the number of shares voted “against” that director. The Nominating &
\nGovernance Committee has established procedures regarding the tender to the
\nboard by directors of advance resignations to address majority voting. The
\nNominating & Governance Committee shall make a recommendation to the board
\non whether to accept or reject a resignation, or whether other action should be
\ntaken. The board shall act on the Committee153s recommendation and publicly
\ndisclose its decision and the rationale behind it in a Form 8-K filed with the
\nSecurities and Exchange Commission within 90 days from the date of the
\ncertification of the election results.<\/p>\n

Subject to the rights of holders of any class or series of stock having a
\npreference over the common stock as to dividends or upon liquidation,
\nnominations for the election of directors may be made by the board of directors
\nor a committee appointed by the board of directors or by any stockholder
\nentitled to vote in the election of directors generally. However, any
\nstockholder entitled to vote in the election of directors generally may nominate
\none or more persons for election as directors at a meeting only if written
\nnotice of such stockholder153s intent to make such nomination or nominations has
\nbeen given, either by personal delivery or by United States mail, postage
\nprepaid, to the secretary of the corporation not later than (a) with respect to
\nan election to be held at an annual meeting of stockholders, one hundred and
\ntwenty (120) days prior to the anniversary date of the immediately preceding
\nannual meeting, and (b) with respect to an election to be held at a special
\nmeeting of stockholders for the election of directors, the close of business on
\nthe tenth day following the date on which notice of such meeting is first given
\nto stockholders. Each such notice shall set forth: (a) the name and address of
\nthe stockholder who intends to make the nomination and of the person or persons
\nto be nominated; (b) a representation that the stockholder is a holder of record
\nof stock of the corporation entitled to vote at such meeting and<\/p>\n

5<\/p>\n

\n

<\/p>\n

intends to appear in person or by proxy at the meeting to nominate the person
\nor persons specified in the notice; (c) a description of all arrangements or
\nunderstandings between the stockholder and each nominee and any other person or
\npersons, naming such person or persons, pursuant to which the nomination or
\nnominations are to be made by the stockholder; (d) such other information
\nregarding each nominee proposed by such stockholder as would be required to be
\nincluded in a proxy statement filed pursuant to the proxy rules of the
\nSecurities and Exchange Commission; (e) the consent of each nominee to serve as
\na director of the corporation if so elected; and (f) a statement as to whether
\neach nominee, if elected, intends to tender, promptly following such nominee153s
\nelection or re-election, an irrevocable resignation effective upon such
\nnominee153s failure to receive the required vote for re-election at the next
\nmeeting at which such nominee would face re-election and the acceptance of such
\nresignation by the board of directors, in accordance with the corporation153s
\nCorporate Governance Guidelines. The chairman of the meeting may refuse to
\nacknowledge the nomination of any person not made in compliance with the
\nforegoing procedure.<\/p>\n

Section 2. Newly Created Directorships and Vacancies. Except as otherwise
\nfixed pursuant to the provisions of Article Fourth of the certificate of
\nincorporation relating to the rights of the holders of any class or series of
\nstock having a preference over the common stock as to dividends or upon
\nliquidation to elect directors under specified circumstances, newly created
\ndirectorships resulting from any increase in the number of directors and any
\nvacancies on the board of directors resulting from death, resignation,
\ndisqualification, removal or other cause shall be filled solely by the
\naffirmative vote of a majority of the remaining directors then in office, even
\nthough less than a quorum of the board of directors. Any director elected in
\naccordance with the preceding sentence shall be a member of the class of
\ndirectors in which the new directorship was created or the vacancy occurred and
\nshall be submitted to a stockholder vote at the next annual meeting of
\nstockholders. No decrease in the number of directors constituting the board of
\ndirectors shall shorten the term of any incumbent director.<\/p>\n

Section 3. Removal. Subject to the rights of any class or series of stock
\nhaving a preference over the common stock as to dividends or upon liquidation to
\nelect directors under specified circumstances, any director may be removed from
\noffice, for cause, only by the affirmative vote of the holders of 80% of the
\ncombined voting power of the then outstanding shares of stock entitled to vote
\ngenerally in the election of directors, voting together as a single class.<\/p>\n

Section 4. Regular Meetings. Regular meetings of the board of directors shall
\nbe held at such times and place as the board of directors may from time to time
\ndetermine.<\/p>\n

Section 5. Special Meetings. Special meetings of the board of directors may
\nbe called by or at the request of the chairman or the president or by any
\nofficer of the corporation upon the request of a majority of the entire board.
\nThe person or persons authorized to call special meetings of the board of
\ndirectors may fix any place, either within or without Delaware, as the place for
\nholding any special meeting of the board of directors called by them.<\/p>\n

6<\/p>\n

\n

<\/p>\n

Section 6. Notice. Notice of regular meetings of the board of directors need
\nnot be given. Notice of every special meeting of the board of directors shall be
\ngiven to each director at his usual place of business, or at such other address
\nas shall have been furnished by him for the purpose. Such notice shall be given
\nat least twenty-four hours before the meeting by telephone or by being
\npersonally delivered, mailed or telegraphed. Such notice need not include a
\nstatement of the business to be transacted at, or the purpose of, any such
\nmeeting.<\/p>\n

Section 7. Quorum. A majority of the entire Board shall constitute a quorum
\nfor the transaction of business at any meeting of the board of directors,
\nprovided, that if less than a majority of the entire board is present at said
\nmeeting, a majority of the directors present may adjourn the meeting from time
\nto time without further notice. The act of the majority of the directors present
\nat a meeting at which a quorum is present shall be the act of the board of
\ndirectors unless the act of a greater number is required by the certificate of
\nincorporation or the by-laws of the corporation.<\/p>\n

Section 8. Compensation. Directors who are also full time employees of the
\ncorporation shall not receive any compensation for their services as directors
\nbut they may be reimbursed for reasonable expenses of attendance. By resolution
\nof the board of directors, all other directors may receive either an annual fee
\nor a fee for each meeting attended, or both, and expenses of attendance, if any,
\nat each regular or special meeting of the board of directors; provided, that
\nnothing herein contained shall be construed to preclude any director from
\nserving the corporation in any other capacity and receiving compensation
\ntherefor.<\/p>\n

Section 9. Committees. The board of directors may, by resolution passed by a
\nmajority of the whole board, designate one or more committees, each committee to
\nconsist of two or more of the directors of the corporation, which, to the extent
\nprovided in the resolution, shall have and may exercise the powers of the board
\nof directors in the management of the business and affairs of the corporation
\nand may authorize the seal of the corporation to be affixed to all papers which
\nmay require it. Such committee or committees shall have such name or names as
\nmay be determined form time to time by resolution adopted by the board of
\ndirectors. Each committee shall keep regular minutes of its meetings and report
\nthe same to the board of directors when required.<\/p>\n

Section 10. Director Emeritus. The board of directors may by resolution
\nappoint any former director who has retired from the board of directors as a
\nDirector Emeritus. Directors Emeritus may, but are not required to attend all
\nmeetings (regular and special) of the board of directors and will receive notice
\nof such meetings; however, they shall not have the right to vote and they shall
\nbe excluded from the number of directors for quorum and other purposes.
\nDirectors Emeritus shall be appointed for one year terms and may be reappointed
\nfor up to two additional one year terms.<\/p>\n

Section 11. Independence. No nominee shall be eligible for election to the
\nboard of directors unless such nominee has provided such information as the
\ncorporation has reasonably requested to determine the eligibility of such
\nnominee to serve as an independent director of the corporation.<\/p>\n

7<\/p>\n

\n

<\/p>\n

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

Emergency Executive Committee<\/strong><\/p>\n

Section 1. National Emergency-defined. For purposes of this Article,
\n“national emergency” is any period following an attack on the United States or
\nduring any nuclear or atomic disaster or during the existence of any catastrophe
\nor similar emergency condition as the results of which communication and travel
\nare disrupted or made unsafe.<\/p>\n

Section 2. National Emergency Committee. Whenever, during the existence of a
\nnational emergency a quorum of the board of directors cannot readily be convened
\nfor action, the business and affairs of the corporation shall be managed by an
\nExecutive Committee (the “Committee”).<\/p>\n

Section 3. Establishment of the Committee, Number of Members. When it is
\ndetermined in good faith by any two or more directors (including directors
\nappointed pursuant to Section 6 herein) that (1) a national emergency exists,
\nand (2) they are in a position to carry on the management of the business and
\naffairs of the corporation, then they shall constitute themselves, and by these
\nby-laws they are hereby appointed, members of the Committee. The number of
\nmembers shall be not less than two. An established committee shall increase its
\nmembership to include additional directors who are able to serve. Directors
\n(including officers designated “directors” pursuant to Section 6 herein) who
\nhave been appointed to the Committee shall remain members until removed due to
\ndeath, disappearance, or refusal or inability to act. When a quorum of the board
\nof directors (not including officers designated “directors” pursuant to Section
\n6 herein) becomes available to manage the business and affairs of the
\ncorporation, the Committee shall dissolve and re-form as the board of directors
\npursuant to other sections of these by-laws.<\/p>\n

Section 4. Meetings, Notice, Quorum. Unless the Committee establishes rules
\nto the contrary, meetings may be held at any time at the request of any member,
\nwith notice given only to such members as it may be feasible to reach at the
\ntime and by such means as may be feasible at the time. Members who receive
\nnotice shall make a reasonable effort to notify other members of the Committee,
\nbut inability to notify other members shall not effect the validity of any
\ndecision made at a meeting at which a quorum was present. Any two members
\nconstitute a quorum.<\/p>\n

Section 5. Powers. The Committee shall have and may exercise the powers of
\nthe board of directors in the management of the business and affairs of the
\ncorporation, including, but not by way of limitation, power to call special
\nmeetings of stockholders, to change the principal office or declare alternative
\nprincipal offices, to elect or appoint officers, to declare and fill vacancies
\non the Committee as circumstances may require, to establish emergency rules, and
\nto authorize the seal of the corporation to be affixed to all papers which may
\nrequire it.<\/p>\n

8<\/p>\n

\n

<\/p>\n

Section 6. Officers Designated Directors. If no two directors are available
\nto establish the Committee, one or two (depending on the number needed) of the
\nofficers of the corporation hereinafter designated are appointed directors and
\nempowered to act as such under this Article. The officers so appointed shall be
\nthose available and able to act as members of the committee in the order of rank
\ndesignated as follows: chairman of the board, vice chairman, president,
\nexecutive vice president, treasurer, vice presidents (in order of seniority),
\nsecretary, assistant treasurers and assistant secretaries (in order of
\nseniority). Seniority of officers shall be determined by, and be the same as,
\nthe annual order in which their names are presented to, and acted upon, by the
\nboard of directors.<\/p>\n

Section 7. Liability of Committee Members to the Corporation and to Third
\nPersons. No director or officer acting in accordance with the provisions of this
\nArticle IV shall be liable to the corporation except for willful misconduct.\n<\/p>\n

Section 8. Reliance by Third Persons. Any person may conclusively rely on a
\ndetermination by the directors or officers of this corporation that a national
\nemergency exists when the reliance is made in good faith. If two or more groups
\nof directors or officers should separately and in good faith establish National
\nEmergency Committees, the decisions of each Committee may be similarly relied
\non.<\/p>\n

Section 9. Re-establishment of Board. The Committee shall make every effort
\nto re-establish the normal existence of the corporation and return management
\nresponsibilities to the board of directors. Further, every effort shall be made
\nto combine separately organized Committees or delineate such Committees153
\nauthority on a geographical or other basis.<\/p>\n

Section 10. Validity of Other Articles of the By-Laws During a National
\nEmergency. The provisions contained in the other Articles of these by-laws shall
\nremain operative during a national emergency unless directly in conflict with
\nthis Article IV or action taken pursuant hereto.<\/p>\n

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

Officers<\/strong><\/p>\n

Section 1. Number. The officers of the corporation shall be a chairman, a
\nvice-chairman (if elected by the board of directors), a president, an executive
\nvice president (if elected by the board of directors), one or more
\nvice-presidents (the number thereof to be determined by the board of directors),
\na treasurer, a secretary and such other officers as may be elected in accordance
\nwith the provisions of this Article.<\/p>\n

Section 2. Election and Term of Office. The officers of the corporation shall
\nbe elected annually by the board of directors at the first meeting of the board
\nof directors held after each annual meeting of stockholders. If the election of
\nofficers shall not be held at such meeting, such election shall be held as soon
\nthereafter as convenient. Vacancies may be filled or new offices created and
\nfilled at any meeting of the board of directors. Each officer shall hold office
\nuntil his<\/p>\n

9<\/p>\n

\n

<\/p>\n

successor shall have been duly elected and shall have qualified or until his
\ndeath or until he shall resign or shall have been removed in the manner
\nhereinafter provided.<\/p>\n

Section 3. Removal. Any officer or agent elected or appointed by the board of
\ndirectors may be removed by the board of directors whenever in its judgment the
\nbest interests of the corporation would be served thereby, but such removal
\nshall be without prejudice to the contract rights, if any, of the person so
\nremoved.<\/p>\n

Section 4. Vacancies. A vacancy in any office because of death, resignation,
\nremoval, disqualification or otherwise, may be filled by the board of directors
\nfor the unexpired portion of the term.<\/p>\n

Section 5. Chairman. The chairman shall preside at all meetings of the
\nstockholders and the board of directors. If so appointed by the board of
\ndirectors he shall be the chief executive officer of the corporation and shall
\nhave those duties and responsibilities described in Section 8 of this Article.
\nHe shall perform such other duties as may be prescribed by the board of
\ndirectors.<\/p>\n

Section 6. Vice-Chairman. The vice-chairman (if elected by the board of
\ndirectors) shall, in the absence of the chairman, preside at all meetings of the
\nstockholders and the board of directors. If so appointed by the board of
\ndirectors, he shall be either the chief executive officer or the chief operating
\nofficer, or both, and shall have those duties and responsibilities described in
\nSections 8 and 9 of this Article, as the case may be. He shall perform such
\nother duties as may be prescribed by the board of directors and by the chief
\nexecutive officer if he does not have that position.<\/p>\n

Section 7. President. The president shall be either the chief executive
\nofficer or the chief operating officer, or both, as determined by the board of
\ndirectors, and shall have the duties and responsibilities described in Sections
\n8 and 9 of this Article, as the case may be. In the absence of the chairman and
\nvice-chairman, he shall preside at all meetings of the stockholders and board of
\ndirectors. He shall perform such other duties as may be prescribed by the board
\nof directors and chief executive officer if he does not have that position.<\/p>\n

Section 8. Chief Executive Officer. The chief executive officer of the
\ncorporation shall be either the chairman, the vice-chairman or the president as
\ndetermined by the board of directors. The chief executive officer shall provide
\noverall direction and administration of the business of the corporation, he
\nshall interpret and apply the policies of the board of directors, establish
\nbasic policies within which the various corporate activities are carried out,
\nguide and develop long range planning and evaluate activities in terms of
\nobjectives. He may sign, with the secretary or any other proper officer of the
\ncorporation thereunto authorized by the board of directors, stock certificates
\nof the corporation, any deeds, mortgages, bonds, contracts, or other instruments
\nexcept in cases where the signing and execution thereof shall be required by law
\nto be otherwise signed or executed, and he may execute proxies on behalf of the
\ncorporation with respect to the voting of any shares of stock owned by the
\ncorporation. He shall have the power to (1) designate management committees of
\nemployees deemed essential in the operations of the corporation, its divisions
\nor subsidiaries, and appoint members thereof, subject to the approval of<\/p>\n

10<\/p>\n

\n

<\/p>\n

the board of directors; (2) appoint certain employees of the corporation as
\nvice presidents of one or several divisions or operations of the corporation,
\nsubject to the approval of the board of directors, provided however, that any
\nvice president so appointed shall not be an officer of the corporation for any
\nother purpose; and (3) appoint such other agents and employees as in his
\njudgment may be necessary or proper for the transaction of the business of the
\ncorporation and in general shall perform all duties incident to the office of
\nthe chief executive.<\/p>\n

Section 9. Chief Operating Officer. The chief operating officer (if elected
\nby the board of directors) shall be either the vice-chairman or the president as
\ndetermined by the board of directors. The chief operating officer shall in
\ngeneral be in charge of all operations of the corporation and shall direct and
\nadminister the activities of the corporation in accordance with the policies,
\ngoals and objectives established by the chief executive officer and the board of
\ndirectors. In the absence of the chief executive officer, the chief operating
\nofficer shall assume his duties and responsibilities.<\/p>\n

Section 10. Executive Vice President. The executive vice president (if
\nelected by the board of directors) shall report to either the chief executive
\nofficer or the chief operating officer as determined in the corporate
\norganization plan established by the board of directors. He shall direct and
\ncoordinate such major activities as shall be delegated to him by his superior
\nofficer in accordance with policies established and instructions issued by his
\nsuperior officer, the chief executive officer, or the board of directors.<\/p>\n

Section 11. Vice Presidents. The board of directors may elect one or several
\nvice presidents. Each vice president shall report to either the chief executive
\nofficer, the chief operating officer or the executive vice president as
\ndetermined in the corporate organization plan established by the board of
\ndirectors. Each vice president shall perform such duties as may be delegated to
\nhim by his superior officers and in accordance with the policies established and
\ninstructions issued by his superior officer, the chief executive officer or the
\nboard of directors. The board of directors may designate any vice president as a
\nsenior vice president and a senior vice president shall be senior to all other
\nvice presidents and junior to the executive vice president. In the event there
\nbe more than one senior vice president, then seniority shall be determined by
\nand be the same as the annual order in which their names are presented to and
\nacted on by the board of directors.<\/p>\n

Section 12. The Treasurer. If required by the board of directors, the
\ntreasurer shall give a bond for the faithful discharge of his duties in such sum
\nand with such surety or sureties as the board of directors shall determine. He
\nshall (a) have charge and custody of and be responsible for all funds and
\nsecurities of the corporation; receive and give receipts for moneys due and
\npayable to the corporation from any source whatsoever, and deposit all such
\nmoneys in the name of the corporation in such banks, trust companies or other
\ndepositories as shall be selected in accordance with the provisions of Article
\nVI of these by-laws; (b) in general perform all the duties incident to the
\noffice of treasurer and such other duties as from time to time may be assigned
\nto him by the chief executive officer, chief operating officer or by the board
\nof directors.<\/p>\n

11<\/p>\n

\n

<\/p>\n

Section 13. The Secretary. The secretary shall: (a) keep the minutes of the
\nstockholders153 and the board of directors153 meetings in one or more books provided
\nfor that purpose; (b) see that all notices are duly given in accordance with the
\nprovisions of these by-laws or as required by law; (c) be custodian of the
\ncorporate records and of the seal of the corporation and see that the seal of
\nthe corporation is affixed to all stock certificates prior to the issue thereof
\nand to all documents, the execution of which on behalf of the corporation under
\nits seal is duly authorized in accordance with the provisions of these by-laws
\nor as required by law; (d) keep a register of the post office address of each
\nstockholder which shall be furnished to the secretary by such stockholder; (e)
\nsign with the chairman, president, or a vice president, stock certificates of
\nthe corporation, the issue of which shall have been authorized by resolution of
\nthe board of directors; (f) have general charge of the stock transfer books of
\nthe corporation; (g) in general perform all duties incident to the office of
\nsecretary and such other duties as from time to time may be assigned to him by
\nthe chief executive officer, chief operating officer or by the board of
\ndirectors.<\/p>\n

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

Fiscal Year<\/strong><\/p>\n

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

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

Seal<\/strong><\/p>\n

The board of directors shall provide a corporate seal which shall be in the
\nform of a circle and shall have inscribed thereon the name of the corporation
\nthe words “Corporate Seal, Delaware”.<\/p>\n

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

Forum<\/strong><\/p>\n

Unless the corporation consents in writing to the selection of an alternative
\nforum, the Court of Chancery of the State of Delaware shall be the sole and
\nexclusive forum for (i) any derivative action or proceeding brought on behalf of
\nthe corporation, (ii) any action asserting a claim of breach of a fiduciary duty
\nowed to the corporation or the corporation153s stockholders by any director,
\nofficer, employee or other agent of the corporation, (iii) any action asserting
\na claim against the corporation arising pursuant to any provision of the General
\nCorporation Law of the State of Delaware or the corporation153s certificate of
\nincorporation or by-laws, or (iv) any action asserting a claim against the
\ncorporation governed by the internal affairs doctrine. Any person or entity
\npurchasing or otherwise acquiring any interest in shares of capital stock of the
\ncorporation shall be deemed to have notice of and consented to the provisions of
\nthis Article VIII.<\/p>\n

12<\/p>\n

\n

<\/p>\n

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

Waiver of Notice<\/strong><\/p>\n

Whenever any notice whatever is required to be given under the provisions of
\nthese by-laws or under the provisions of the certificate of incorporation or
\nunder the provisions of the laws of the state of Delaware, 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.<\/p>\n

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

Amendments<\/strong><\/p>\n

Subject to the provisions of the certificate of incorporation, these by-laws
\nmay be altered, amended or repealed at any regular meeting of the stockholders,
\nor at any special meeting of stockholders duly called for that purpose, by a
\nmajority vote of the shares represented and entitled to vote at such meeting;
\nprovided that in the notice of such special meeting notice of such purpose shall
\nbe given. Subject to the laws of the State of Delaware, the certificate of
\nincorporation and these by-laws, the board of directors may by a majority vote
\nof those present at any meeting at which a quorum is present amend these
\nby-laws, or enact such other by-laws as in their judgment may be advisable for
\nthe regulation of the conduct of the affairs of the corporation.<\/p>\n

13<\/p>\n

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