{"id":41570,"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-the-estee-lauder-cos-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-the-estee-lauder-cos-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-the-estee-lauder-cos-inc.html","title":{"rendered":"Bylaws &#8211; The Estee Lauder Cos. Inc."},"content":{"rendered":"<pre>\n                           AMENDED AND RESTATED BYLAWS\n\n                                       OF\n\n                         THE ESTEE LAUDER COMPANIES INC.\n                            (a Delaware corporation)\n\n                      (As adopted by the Board of Directors\n             of the Corporation, and effective on September 6, 1999)\n\n\n                                   ARTICLE I.\n\n                                     OFFICES\n\n         SECTION 1. Registered Office. The registered office of The Estee Lauder\nCompanies Inc. (the 'Corporation') in the State of Delaware shall be at 1013\nCentre Road, in the City of Wilmington, County of New Castle and its registered\nagent at such address shall be Corporation Services Company or such other office\nor agent as the Board of Directors of the Corporation (the 'Board') shall from\ntime to time select.\n\n         SECTION 2. Other Offices. The Corporation may also have an office or\noffices, and keep the books and records of the Corporation, except as may\notherwise be required by law, at such other place or places, either within or\nwithout the State of Delaware, as the Board may from time to time determine or\nthe business of the Corporation may require.\n\n\n                                   ARTICLE II\n\n                            MEETINGS OF STOCKHOLDERS\n\n         SECTION 1. Place of Meeting. All meetings of the stockholders of the\nCorporation shall be held at the office of the Corporation or at such other\nplaces, within or without the State of Delaware, as may from time to time be\nfixed by the Board.\n\n         SECTION 2. Annual Meetings. The annual meeting of the stockholders for\nthe election of directors and for the transaction of such other business as may\nproperly come before the meeting shall be held each year at such date and time,\nwithin or without the State of Delaware, as the Board shall determine.\n\n         SECTION 3. Special Meetings. Except as otherwise required by law or the\nRestated Certificate of Incorporation of the Corporation (the 'Certificate'),\nspecial meetings of the stockholders for any purpose or purposes may be called\nby the Chairman of the Board or a majority of the entire Board. Only such\nbusiness as is specified in the notice of any special meeting of the\nstockholders shall come before such meeting.\n\n\n                                  1\n\n         SECTION 4. Notice of Meetings. Except as otherwise provided by law,\nwritten notice of each meeting of the stockholders, whether annual or special,\nshall be given, either by personal delivery or by mail, not less than 10 nor\nmore than 60 days before the date of the meeting to each stockholder of record\nentitled to notice of the meeting. If mailed, such notice shall be deemed given\nwhen deposited in the United States mail, postage prepaid, directed to the\nstockholder at such stockholder's address as it appears on the records of the\nCorporation. Each such notice shall state the place, date and hour of the\nmeeting, and the purpose or purposes for which the meeting is called. Notice of\nany meeting of stockholders shall not be required to be given to any stockholder\nwho shall attend such meeting in person or by proxy without protesting, prior to\nor at the commencement of the meeting, the lack of proper notice to such\nstockholder, or who shall sign a written waiver of notice thereof, whether\nbefore or after such meeting. Notice of adjournment of a meeting of stockholders\nneed not be given if the time and place to which it is adjourned are announced\nat such meeting, unless the adjournment is for more than 30 days or, after\nadjournment, a new record date is fixed for the adjourned meeting.\n\n         SECTION 5. Quorum. Except as otherwise provided by law or by the\nCertificate, the holders of a majority of the votes entitled to be cast by the\nstockholders entitled to vote generally, present in person or by proxy, shall\nconstitute a quorum for the transaction of business at any meeting of the\nstockholders; provided, however, that in the case of any vote to be taken by\nclasses, the holders of a majority of the votes entitled to be cast by the\nstockholders of a particular class shall constitute a quorum for the transaction\nof business by such class. When a quorum is once present it is not broken by the\nsubsequent withdrawal of any stockholder.\n\n         SECTION 6. Adjournments. The chairman of the meeting or the holders of\na majority of the votes entitled to be cast by the stockholders who are present\nin person or by proxy may adjourn the meeting from time to time whether or not a\nquorum is present. In the event that a quorum does not exist with respect to any\nvote to be taken by a particular class, the chairman of the meeting or the\nholders of a majority of the votes entitled to be cast by the stockholders of\nsuch class who are present in person or by proxy may adjourn the meeting with\nrespect to the vote(s) to be taken by such class. At such adjourned meeting at\nwhich a quorum may be present, any business may be transacted which might have\nbeen transacted at the meeting as originally called.\n\n         SECTION 7. Order of Business. (a) At each meeting of the stockholders,\nthe Chairman of the Board or, in the absence of the Chairman of the Board, such\nperson as shall be selected by the Board shall act as chairman of the meeting.\nThe order of business at each such meeting shall be as determined by the\nchairman of the meeting. The chairman of the meeting shall have the right and\nauthority to prescribe such rules, regulations and procedures and to do all such\nacts and things as are necessary or desirable for the proper conduct of the\nmeeting, including, without limitation, the establishment of procedures for the\nmaintenance of order and safety, limitations on the time allotted to questions\nor comments on the affairs of the Corporation, restrictions on entry to such\nmeeting after the time prescribed for the commencement thereof, and the opening\nand closing of the voting polls.\n\n         (b) At any annual meeting of stockholders, only such business shall be\nconducted as shall have been brought before the annual meeting (i) by or at the\ndirection of the chairman of the meeting, (ii) pursuant to the notice provided\nfor in Section 4 of this Article II or\n\n\n                                  2\n\n(iii) by any stockholder who is a holder of record at the time of the giving of\nsuch notice provided for in this Section 7, who is entitled to vote at the\nmeeting and who complies with the procedures set forth in this Section 7.\n\n         (c) For business properly to be brought before an annual meeting by a\nstockholder, the stockholder must have given timely notice thereof in proper\nwritten form to the Secretary of the Corporation (the 'Secretary') and such\nbusiness must be a proper matter for stockholder action under the Delaware\nGeneral Corporation Law ('DGCL'). To be timely, a stockholder's notice must be\ndelivered to or mailed and received at the principal executive offices of the\nCorporation not less than 60 days nor more than 90 days prior to the first\nanniversary of the date on which the Corporation first mailed its proxy\nmaterials for the preceding year's annual meeting of stockholders; provided,\nhowever, that if the date of the annual meeting is advanced more than 30 days\nprior to or delayed by more than 60 days after the first anniversary of the\npreceding year's annual meeting of stockholders, notice by the stockholder to be\ntimely must be so delivered not earlier than the 120th day prior to such annual\nmeeting and not later than the close of business on the later of the 90th day\nprior to such annual meeting or the 10th day following the day on which public\nannouncement of the date of such meeting is first made. To be in proper written\nform, a stockholder's notice to the Secretary shall set forth in writing as to\neach matter the stockholder proposes to bring before the annual meeting: (i) a\nbrief description of the business desired to be brought before the annual\nmeeting and the reasons for conducting such business at the annual meeting; (ii)\nthe name and address of the stockholder proposing such business and all persons\nor entities acting in concert with the stockholder; (iii) the class and number\nof shares of the Corporation which are beneficially owned by the stockholder and\nall persons or entities acting in concert with such stockholder; and (iv) any\nmaterial interest of the stockholder in such business. The foregoing notice\nrequirements shall be deemed satisfied by a stockholder if the stockholder has\nnotified the Corporation of his or her intention to present a proposal at an\nannual meeting and such stockholder's proposal has been included in a proxy\nstatement that has been prepared by management of the Corporation to solicit\nproxies for such annual meeting; provided, however, that if such stockholder\ndoes not appear or send a qualified representative to present such proposal at\nsuch annual meeting, the Corporation need not present such proposal for a vote\nat such meeting, notwithstanding that proxies in respect of such vote may have\nbeen received by the Corporation. Notwithstanding anything in the Bylaws to the\ncontrary, no business shall be conducted at any annual meeting except in\naccordance with the procedures set forth in this Section 7. The chairman of an\nannual meeting shall, if the facts warrant, determine that business was not\nproperly brought before the annual meeting in accordance with the provisions of\nthis Section 7 and, if the chairman should so determine, the chairman shall so\ndeclare to the annual meeting and any such business not properly brought before\nthe annual meeting shall not be transacted.\n\n         SECTION 8. List of Stockholders. It shall be the duty of the Secretary\nor other officer who has charge of the stock ledger to prepare and make, at\nleast 10 days before each meeting of the stockholders, a complete list of the\nstockholders entitled to vote thereat, arranged in alphabetical order, and\nshowing the address of each stockholder and the number of shares registered in\nsuch stockholder's name. Such list shall be produced and kept available at the\ntimes and places required by law.\n\n\n                                  3\n\n         SECTION 9. Voting. (a) Except as otherwise provided by law or by the\nCertificate, each stockholder of record of any class or series of capital stock\nof the Corporation shall be entitled at each meeting of stockholders to such\nnumber of votes for each share of such stock as may be fixed in the Certificate\nor in the resolution or resolutions adopted by the Board providing for the\nissuance of such stock, registered in such stockholder's name on the books of\nthe Corporation:\n\n                  (i) on the date fixed pursuant to Section 6 of Article VII of\nthese Bylaws as the record date for the determination of stockholders entitled\nto notice of and to vote at such meeting; or\n\n                  (ii) if no such record date shall have been so fixed, then at\nthe close of business on the day next preceding the day on which notice of such\nmeeting is given, or, if notice is waived, at the close of business on the day\nnext preceding the day on which the meeting is held.\n\n         (b) Each stockholder entitled to vote at any meeting of stockholders\nmay authorize not in excess of three persons to act for such stockholder by\nproxy. Any such proxy shall be delivered to the secretary of such meeting at or\nprior to the time designated for holding such meeting. No such proxy shall be\nvoted or acted upon after three years from its date, unless the proxy provides\nfor a longer period.\n\n         (c) At each meeting of the stockholders, all corporate actions to be\ntaken by vote of the stockholders (except as otherwise required by law and\nexcept as otherwise provided in the Certificate or these Bylaws) shall be\nauthorized by a majority of the votes cast affirmatively or negatively by the\nstockholders, and where a separate vote by class is required, a majority of the\nvotes cast affirmatively or negatively by the stockholders of such class shall\nbe the act of such class.\n\n         (d) Unless required by law or determined by the chairman of the meeting\nto be advisable, the vote on any matter, including the election of directors,\nneed not be by written ballot. In the case of a vote by written ballot, each\nballot shall be signed by the stockholder voting, or by such stockholder's\nproxy.\n\n         (e) Any action required or permitted to be taken at any meeting of\nstockholders may, except as otherwise required by law or the Certificate, be\ntaken without a meeting, without prior notice and without a vote, if a consent\nin writing, setting forth the action so taken, shall be signed by the holders of\nrecord of the issued and outstanding capital stock of the Corporation having a\nmajority of votes that would be necessary to authorize or take such action at a\nmeeting at which all shares entitled to vote thereon were present and voted, and\nthe writing or writings are filed with the permanent records of the Corporation.\nPrompt notice of the taking of corporate action without a meeting by less than\nunanimous written consent shall be given to those stockholders who have not\nconsented in writing.\n\n         SECTION 10. Inspectors. The chairman of the meeting may appoint one or\nmore inspectors to act at any meeting of stockholders. If appointed, such\ninspectors shall perform such duties as shall be required by law and as shall be\nspecified by the chairman of the meeting. Inspectors need not be stockholders.\nNo director or nominee for the office of director shall be appointed such\ninspector.\n\n\n                                  4\n\n                                   ARTICLE III\n\n                               BOARD OF DIRECTORS\n\n         SECTION 1. General Powers. The business and affairs of the Corporation\nshall be managed by or under the direction of the Board, which may exercise all\nsuch powers of the Corporation and do all such lawful acts and things as are not\nby law or by the Certificate directed or required to be exercised or done by the\nstockholders.\n\n         SECTION 2. Number, Qualification and Election. (a) Except as otherwise\nfixed by or pursuant to the provisions of Article IV of the Certificate relating\nto the rights of the holders of any class or series of stock having preference\nover the common stock of the Corporation as to dividends or upon liquidation,\nthe number of directors of the Corporation shall be determined from time to time\nby the Board by the affirmative vote of directors constituting at least a\nmajority of the entire Board. The use of the phrase 'entire board' herein refers\nto the total number of directors which the Corporation would have if there were\nno vacancies.\n\n         (b) At the first annual meeting of stockholders of the Corporation held\nafter the consummation of the initial offering and sale by the Corporation of\nshares of common stock pursuant to an effective registration statement under the\nSecurities Act of 1933, as amended, the directors, other than those who may be\nelected by the holders of shares of any class or series of stock having a\npreference over the common stock of the Corporation as to dividends or upon\nliquidation pursuant to the terms of Article IV of the Certificate or any\nresolution or resolutions providing for the issuance of such stock adopted by\nthe Board, shall be divided into three classes, designated Class I, Class II and\nClass III. Initially, Class I directors shall be elected for a one-year term,\nClass II directors for a two-year term, and Class III directors for a three-year\nterm. At each succeeding annual meeting of the stockholders beginning at the\nannual meeting after such first meeting, successors to the class of directors\nwhose term expires at that meeting shall be elected for a three-year term. Any\nadditional director of any class elected to fill a vacancy resulting from an\nincrease in such class shall hold office for a term that shall coincide with the\nremaining term of that class, but in no case will a decrease in the number of\ndirectors shorten the term of any incumbent director. A director shall hold\noffice until the annual meeting for the year in which his or her term expires\nand until his or her successor shall be elected, subject, however, to his or her\nprior death, resignation, retirement or removal from office.\n\n         (c) Each director shall be at least 18 years of age. Directors need not\nbe stockholders of the Corporation.\n\n         (d) In any election of directors held at a meeting of stockholders, the\npersons receiving a plurality of the votes cast by the stockholders entitled to\nvote thereon at such meeting who are present or represented by proxy, up to the\nnumber of directors to be elected in such election, shall be deemed elected.\n\n\n                                  5\n\n         SECTION 3. Notification of Nomination. Subject to the rights of the\nholders of any class or series of stock having a preference over the common\nstock as to dividends or upon liquidation, nominations for the election of\ndirectors may be made by the Board or by any stockholder who is a stockholder of\nrecord at the time of giving of the notice of nomination provided for in this\nSection 3 of this Article III and who is entitled to vote for the election of\ndirectors. Any stockholder of record entitled to vote for the election of\ndirectors at a meeting may nominate persons for election as directors only if\ntimely written notice of such stockholder's intent to make such nomination is\ngiven, either by personal delivery or by United States mail, postage prepaid, to\nthe Secretary. To be timely, a stockholder's notice must be delivered to or\nmailed and received at the principal executive offices of the Corporation (i)\nwith respect to an election to be held at an annual meeting of stockholders, not\nless than 60 days nor more than 90 days prior to the first anniversary of the\ndate on which the Corporation first mailed its proxy materials for the preceding\nyear's annual meeting of stockholders; provided, however, that if the date of\nthe annual meeting is advanced more than 30 days prior to or delayed by more\nthan 60 days after the first anniversary of the preceding year's annual meeting\nof stockholders, notice by the stockholder to be timely must be so delivered not\nearlier than the 120th day prior to such annual meeting and not later than the\nclose of business on the later of the 90th day prior to such annual meeting or\nthe 10th day following the day on which public announcement of the date of such\nmeeting is first made and (ii) with respect to an election to be held at a\nspecial meeting of stockholders for the election of directors, not earlier than\nthe 120th day prior to such special meeting and not later than the close of\nbusiness on the later of the 90th day prior to such special meeting or the 10th\nday following the day on which public announcement is first made of the date of\nthe special meeting and of the nominees proposed by the Board to be selected at\nsuch meeting. Each such notice shall set forth: (i) the name and address of the\nstockholder who intends to make the nomination, of all persons or entities\nacting in concert with the stockholder, and of the person or persons to be\nnominated; (ii) a representation that the stockholder is a holder of record of\nstock of the Corporation entitled to vote at such meeting and intends to appear\nin person or by proxy at the meeting to nominate the person or persons specified\nin the notice; (iii)a description of all arrangements or understandings between\nthe stockholder and each nominee and any other person or entities acting in\nconcert with the stockholder (naming such person or entities) pursuant to which\nthe nomination or nominations are to be made by the stockholder; (iv) such other\ninformation regarding each nominee proposed by the stockholder as would have\nbeen required to be included in a proxy statement filed pursuant to the proxy\nrules of the Securities and Exchange Commission had each nominee been nominated,\nor intended to be nominated, by the Board; (v) the class and number of shares of\nthe Corporation that are beneficially owned by the stockholder and all persons\nor entities acting in concert with the stockholder; and (vi) the consent of each\nnominee to being named in a proxy statement as nominee and to serve as a\ndirector of the Corporation if so elected. Only persons nominated in accordance\nwith this Section shall be qualified to serve as directors. The chairman of the\nmeeting may refuse to acknowledge the nomination of any person not made in\ncompliance with the foregoing procedure. Only such persons who are nominated in\naccordance with the procedures set forth in this Section 3 of this Article III\nshall be eligible to serve as directors of the Corporation.\n\n         Notwithstanding anything in the third sentence of this Section 3 of\nArticle III to the contrary, in the event that the number of directors to be\nelected to the Board is increased and there is no public announcement naming all\nof the nominees for director or specifying the size of the increased Board made\nby the Corporation at least 70 days prior to the first anniversary of date on\n\n\n                                  6\n\nwhich the Corporation first mailed its proxy materials for the preceding year's\nannual meeting of stockholders, a stockholder's notice required by these Bylaws\nshall also be considered timely, but only with respect to nominees for any new\npositions created by such increase, if it shall be delivered to the Secretary at\nthe principal executive offices of the Corporation not later than the close of\nbusiness on the 10th day following the day on which such public announcement is\nfirst made by the Corporation.\n\n         For purposes of the Bylaws, 'public announcement' shall mean disclosure\nin a press release reported by the Dow Jones News Service, Associated Press or a\ncomparable national news service or in a document publicly filed by the company\nwith the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d)\nof the Securities Exchange Act of 1934, as amended.\n\n         SECTION 4. Quorum and Manner of Acting. Except as otherwise provided by\nlaw, the Certificate or these Bylaws, a majority of the entire Board shall\nconstitute a quorum for the transaction of business at any meeting of the Board,\nand, except as so provided, the vote of a majority of the directors present at\nany meeting at which a quorum is present shall be the act of the Board. The\nchairman of the meeting or a majority of the directors present may adjourn the\nmeeting to another time and place whether or not a quorum is present. At any\nadjourned meeting at which a quorum is present, any business may be transacted\nwhich might have been transacted at the meeting as originally called.\n\n         SECTION 5. Place of Meeting. The Board may hold its meetings at such\nplace or places within or without the State of Delaware as the Board may from\ntime to time determine or as shall be specified or fixed in the respective\nnotice or waivers of notice thereof.\n\n         SECTION 6. Regular Meetings. Regular meetings of the Board shall be\nheld at such times and places as the Chairman of the Board or the Board shall\nfrom time to time by resolution determine. If any day fixed for a regular\nmeeting shall be a legal holiday under the laws of the place where the meeting\nis to be held, the meeting which would otherwise be held on that day shall be\nheld at the same hour on the next succeeding business day.\n\n         SECTION 7. Special Meetings. Special meetings of the Board shall be\nheld whenever called by the Chairman of the Board or by a majority of the\ndirectors then in office.\n\n         SECTION 8. Notice of Meetings. Notice of regular meetings of the Board\nor of any adjourned meeting thereof need not be given. Notice of each special\nmeeting of the Board shall be given by overnight delivery service or mailed to\neach director, in either case addressed to such director at such director's\nresidence or usual place of business, at least two days before the day on which\nthe meeting is to be held or shall be sent to such director at such place by\ntelegraph or telecopy or be given personally or by telephone, not later than the\nday before the meeting is to be held, but notice need not be given to any\ndirector who shall, either before or after the meeting, submit a signed waiver\nof such notice or who shall attend such meeting other than for the express\npurpose of objecting, at the beginning of the meeting, to the transaction of any\nbusiness because the meeting was not lawfully called or convened. Every such\nnotice shall state the time and place but need not state the purpose of the\nmeeting.\n\n\n                                  7\n\n         SECTION 9. Organization. At all meetings of the Board, the Chairman, if\nany, or if none or in the Chairman's absence or inability to act the President,\nor in the President's absence or inability to act any Vice-President who is a\nmember of the Board of Directors, or in such Vice-President's absence or\ninability to act a chairman chosen by the directors, shall preside. The\nSecretary of the Corporation shall act as secretary at all meetings of the Board\nwhen present, and, in the Secretary's absence, the presiding officer may appoint\nany person to act as secretary.\n\n         SECTION 10. Rules and Regulations. The Board may adopt such rules and\nregulations not inconsistent with the provisions of law, the Certificate or\nthese Bylaws for the conduct of its meetings and management of the affairs of\nthe Corporation as the Board may deem proper.\n\n         SECTION 11. Participation in Meeting by Means of Communication\nEquipment. Any one or more members of the Board or any committee thereof may\nparticipate in any meeting of the Board or of any such committee by means of\nconference telephone or similar communications equipment by means of which all\npersons participating in the meeting can hear each other, and such participation\nin a meeting shall constitute presence in person at such meeting.\n\n         SECTION 12. Action without Meeting. Any action required or permitted to\nbe taken at any meeting of the Board or any committee thereof may be taken\nwithout a meeting if all of the members of the Board or of any such committee\nconsent thereto in writing and the writing or writings are filed with the\nminutes or proceedings of the Board or of such committee.\n\n         SECTION 13. Resignations. Any director of the Corporation may at any\ntime resign by giving written notice to the Board, the Chairman of the Board,\nthe President or the Secretary. Such resignation shall take effect at the time\nspecified therein or, if the time be not specified therein, upon receipt\nthereof; and, unless otherwise specified therein, the acceptance of such\nresignation shall not be necessary to make it effective.\n\n         SECTION 14. Removal of Directors. Any director (including all members\nof the Board) may be removed from office at any time, but only by the\naffirmative vote of the holders of at least 75% of the voting power of all of\nthe shares of capital stock of the Corporation then entitled to vote generally\nin the election of directors, voting together as a single class; provided,\nhowever, that after the election of directors in accordance with the provisions\nof Section 2(b) of this Article III, such removal shall be only for cause. For\nthe purposes of this Section 14, 'cause' shall mean the wilful failure of a\ndirector to substantially perform such director's duties to the Corporation\n(other than any such failure resulting from incapacity due to physical or mental\nillness) or the wilful engaging by a director in gross misconduct injurious to\nthe Corporation.\n\n         SECTION 15. Vacancies. Except as otherwise required by law and subject\nto the rights of the holders of any class or series of stock having a preference\nover the common stock of the Corporation as to dividends or upon liquidation,\nany vacancy in the Board for any reason and any newly created directorship\nresulting by reason of any increase in the number of directors may be filled\nonly by the Board (and not by the stockholders), by resolution adopted by the\naffirmative vote of a majority of the remaining directors then in office, even\nthough less than a\n\n\n                                  8\n\nquorum (or by a sole remaining director); provided, however, that if not so\nfilled, any such vacancy shall be filled by the stockholders at the next annual\nmeeting or at a special meeting called for that purpose. Any director so\nappointed shall hold office until the next meeting of stockholders at which\ndirectors of the class for which such director has been chosen are to be elected\nand until his or her successor is elected and qualified.\n\n         SECTION 16. Compensation. Each director, in consideration of such\nperson serving as a director, shall be entitled to receive from the Corporation\nsuch amount per annum and such fees for attendance at meetings of the Board or\nof committees of the Board, or both, as the Board shall from time to time\ndetermine. In addition, each director shall be entitled to receive from the\nCorporation reimbursement for the reasonable expenses incurred by such person in\nconnection with the performance of such person's duties as a director. Nothing\ncontained in this Section 16 of this Article III shall preclude any director\nfrom serving the Corporation or any of its subsidiaries in any other capacity\nand receiving proper compensation therefor.\n\n         SECTION 17. Director Emeritus. The Board may at any meeting duly\nconvened elect as Director Emeritus any person who has, in the opinion of the\nBoard, given long and meritorious service as a member of the Board. A Director\nEmeritus shall be entitled to attend and participate in any meeting of the\nBoard; provided, however, that a Director Emeritus shall not be entitled to vote\nat any such meeting and shall not be included in the calculation of a quorum at\nany such meeting; and provided, further, that notice of any meeting of the Board\nshall not be required be given to a Director Emeritus.\n\n\n                                   ARTICLE IV\n\n                      COMMITTEES OF THE BOARD OF DIRECTORS\n\n         SECTION 1. Establishment of Committees of the Board of Directors;\nElection of Members of Committees of the Board of Directors; Functions of\nCommittees of the Board of Directors. The Board may, in accordance with and\nsubject to the DGCL, from time to time establish committees of the Board to\nexercise such powers and authorities of the Board, and to perform such other\nfunctions, as the Board may from time to time determine.\n\n         SECTION 2. Procedure; Meetings; Quorum. Regular meetings of committees\nof the Board, of which no notice shall be necessary, may be held at such times\nand places as shall be fixed by resolution adopted by a majority of the members\nthereof. Special meetings of any committee of the Board shall be called at the\nrequest of a majority of the members thereof. Notice of each special meeting of\nany committee of the Board shall be given by overnight delivery service or\nmailed to each member, in either case addressed to such member at such member's\nresidence or normal place of business, at least two days before the day on which\nthe meeting is to be held or shall be sent to such members at such place by\ntelegraph or telecopy or be given personally or by telephone, not later than the\nday before the meeting is to be held, but notice need not be given to any member\nwho shall, either before or after the meeting, submit a signed waiver of such\nnotice or who shall attend such meeting other than for the express purpose of\nobjecting, at the beginning of the meeting, to the transaction of any business\nbecause the meeting\n\n\n                                  9\n\n\nwas not lawfully called or convened. Any special meeting of any committee of the\nBoard shall be a legal meeting without any notice thereof having been given, if\nall the members thereof shall be present thereat. Notice of any adjourned\nmeeting of any committee of the Board need not be given. Any committee of the\nBoard may adopt such rules and regulations not inconsistent with the provisions\nof law, the Certificate or these Bylaws for the conduct of its meetings as such\ncommittee of the Board may deem proper. A majority of the members of any\ncommittee of the Board shall constitute a quorum for the transaction of business\nat any meeting, and the vote of a majority of the members thereof present at any\nmeeting at which a quorum is present shall be the act of such committee. Each\ncommittee of the Board shall keep written minutes of its proceedings and shall\nreport on such proceedings to the Board.\n\n         SECTION 3. Action by Written Consent. Any action required or permitted\nto be taken at any meeting of any committee of the Board may be taken without a\nmeeting if all the members of the committee consent thereto in writing, and the\nwriting or writings are filed with the minutes of proceedings of the committee.\n\n         SECTION 4. Term; Termination. In the event any person shall cease to be\na director of the Corporation, such person shall simultaneously therewith cease\nto be a member of any committee appointed by the Board.\n\n\n                                    ARTICLE V\n\n                                    OFFICERS\n\n         SECTION 1. Number; Term of Office. The Board shall elect the officers\nof the Corporation, which shall include a President and a Secretary, and may\ninclude, by election or appointment, one of more Vice-Presidents (any one or\nmore of whom may be given an additional designation of rank, such as 'Executive\nVice-President' or 'Senior Vice-President,' or function), a Treasurer and such\nAssistant Secretaries, such Assistant Treasurers and such other officers as the\nBoard may from time to time deem proper. Each officer shall have such powers and\nduties as may be prescribed by these Bylaws and as may be assigned by the Board\nor the President. Any two or more offices may be held by the same person except\nthe offices of President and Secretary; provided, however, that no officer shall\nexecute, acknowledge or verify any instrument in more than one capacity if such\ninstrument is required by law, the Certificate or these Bylaws to be executed,\nacknowledged or verified by two or more officers. The Board may from time to\ntime authorize any officer to appoint and remove any such other officers and\nagents and to prescribe their powers and duties. The Board may require any\nofficer or agent to give security for the faithful performance of such person's\nduties.\n\n         SECTION 2. Term of Office; Removal; Remuneration. Each officer shall\nhold office for such term as may be prescribed by the Board and until such\nperson's successor shall have been chosen and shall qualify, or until such\nperson's death or resignation, or until such person's removal in the manner\nhereinafter provided. Any officer may be removed, either with or without cause,\nby the Board.\n\n\n                                  10\n\n         SECTION 3. Resignation. Any officer may resign at any time by giving\nnotice to the Board, the President or the Secretary. Any such resignation shall\ntake effect at the date of receipt of such notice or at any later date specified\ntherein; and, unless otherwise specified therein, the acceptance of such\nresignation shall not be necessary to make it effective.\n\n         SECTION 4. Vacancies. A vacancy in any office because of death,\nresignation, removal or any other cause may be filled for the unexpired portion\nof the term by the Board.\n\n         SECTION 5. Chairman of the Board; Powers and Duties. The Chairman of\nthe Board shall be the Chief Executive Officer of the Corporation. Subject to\nthe control of the Board, the Chairman of the Board shall supervise and direct\ngenerally all the business and affairs of the Corporation. The Chairman of the\nBoard shall preside at all meetings of the stockholders and the Board. Any\ndocument may be signed by the Chairman of the Board or any other person who may\nbe thereunto authorized by the Board or the Chairman of the Board. The Chairman\nof the Board may appoint such assistant officers as are deemed necessary.\n\n         SECTION 6. President; Chief Executive Officer; Executive Vice\nPresidents, Senior Vice Presidents and Vice Presidents; Powers and Duties. The\nPresident shall be the chief operating officer of the Corporation. The Chief\nExecutive Officer, the President and each Executive Vice President, each Senior\nVice President, and each Vice President shall have such powers and perform such\nduties as may be assigned by the Board or the Chairman of the Board. In case of\nthe absence or disability of the Chairman of the Board or a vacancy in the\noffice, the President, an Executive Vice President, a Senior Vice President, or\na Vice President designated by the Chairman of the Board or the Board shall\nexercise all the powers and perform all the duties of the Chairman of the Board.\nThe Board may elect one or more persons to be the President and\/or Chief\nExecutive Officer of a division or business unit of the Corporation.\n\n         SECTION 7. Secretary and Assistant Secretary; Powers and Duties. The\nSecretary shall attend all meetings of the stockholders and the Board and shall\nkeep the minutes for such meetings in one or more books provided for that\npurpose. The Secretary shall be custodian of the corporate records, except those\nrequired to be in the custody of the Treasurer or the Controller, shall keep the\nseal of the Corporation, and shall execute and affix the seal of the Corporation\nto all documents duly authorized for execution under seal on behalf of the\nCorporation, and shall perform all of the duties incident to the office of\nSecretary, as well as such other duties as may be assigned by the Chairman of\nthe Board or the Board.\n\n         The Assistant Secretaries shall perform such of the Secretary's duties\nas the Secretary shall from time to time direct. In case of the absence or\ndisability of the Secretary or a vacancy in the office, an Assistant Secretary\ndesignated by the Chairman of the Board or by the Secretary, if the office is\nnot vacant, shall perform the duties of the Secretary.\n\n         SECTION 8. Chief Financial Officer; Powers and Duties. The Chief\nFinancial Officer shall be responsible for maintaining the financial integrity\nof the Corporation, shall prepare the financial plans for the Corporation, and\nshall monitor the financial performance of\n\n\n                                  11\n\nthe Corporation and its subsidiaries, as well as performing such other duties as\nmay be assigned by the Chairman of the Board or the Board.\n\n         SECTION 9. Treasurer and Assistant Treasurers; Powers and Duties. The\nTreasurer shall have care and custody of the funds and securities of the\nCorporation, shall deposit such funds in the name and to the credit of the\nCorporation with such depositories as the Treasurer shall approve, shall\ndisburse the funds of the Corporation for proper expenses and dividends, and as\nmay be ordered by the Board, taking proper vouchers for such disbursements. The\nTreasurer shall perform all of the duties incident to the office of Treasurer,\nas well as such other duties as may be assigned by the Chairman of the Board or\nthe Board.\n\n         The Assistant Treasurers shall perform such of the Treasurer's duties\nas the Treasurer shall from time to time direct. In case of the absence or\ndisability of the Treasurer or a vacancy in the office, an Assistant Treasurer\ndesignated by the Chairman of the Board or by the Treasurer, if the office is\nnot vacant, shall perform the duties of the Treasurer.\n\n         SECTION 10. General Counsel; Powers and Duties. The General Counsel\nshall be a licensed attorney at law and shall be the chief legal officer of the\nCorporation. The General Counsel shall have such power and exercise such\nauthority and provide such counsel to the Corporation as deemed necessary or\ndesirable to enforce the rights and protect the property and integrity of the\nCorporation, shall also have the power, authority, and responsibility for\nsecuring for the Corporation all legal advice, service, and counselling, and\nshall perform all of the duties incident to the office of General Counsel, as\nwell as such other duties as may be assigned by the Chairman of the Board or the\nBoard.\n\n         SECTION 11. Controller and Assistant Controllers; Powers and Duties.\nThe Controller shall be the chief accounting officer of the Corporation and\nshall keep and maintain in good and lawful order all accounts required by law\nand shall have sole control over, and ultimate responsibility for, the accounts\nand accounting methods of the Corporation and the compliance of the Corporation\nwith all systems of accounts and accounting regulations prescribed by law. The\nController shall audit, to such extent and at such times as may be required by\nlaw or as the Controller may think necessary, all accounts and records of\ncorporate funds or property, by whomsoever kept, and for such purposes shall\nhave access to all such accounts and records. The Controller shall make and sign\nall necessary and proper accounting statements and financial reports of the\nCorporation, and shall perform all of the duties incident to the office of\nController, as well as such other duties as may be assigned by the Chairman of\nthe Board or the Board.\n\n         The Assistant Controllers shall perform such of the Controller's duties\nas the Controller shall from time to time direct. In case of the absence or\ndisability of the Controller or a vacancy in the office, an Assistant Controller\ndesignated by the Chairman of the Board or the Controller, if the office is not\nvacant, shall perform the duties of the Controller.\n\n         SECTION 12. Salaries. The salaries of all officers of the Corporation\nshall be fixed by the Board, or an authorized committee thereof, or in such\nmanner as the Board, or any authorized committee thereof, shall provide. No\nofficer shall be disqualified from receiving a salary by reason of also being a\ndirector of the Corporation.\n\n\n                                  12\n\n                                   ARTICLE VI\n\n                                 INDEMNIFICATION\n\n         SECTION 1. Scope of Indemnification. (a) Each person who was or is made\na party or is threatened to be made a party to or is otherwise involved in any\naction, suit or proceeding, whether civil, criminal, administrative or\ninvestigative (hereinafter a 'proceeding'), by reason of the fact that he or she\nis or was a director, officer, employee or agent of the Corporation or is or was\nserving at the request of the Corporation as a director, officer, employee or\nagent of another corporation or of a partnership, joint venture, trust or other\nenterprise, including service with respect to an employee benefit plan\n(hereinafter an 'indemnitee'), whether the basis of such proceeding is alleged\naction in an official capacity as a director, officer, employee or agent, shall\nbe indemnified and held harmless by the Corporation to the fullest extent\nauthorized by the DGCL, as the same exists or may hereafter be amended (but, in\nthe case of any such amendment, only to the extent that such amendment permits\nthe Corporation to provide broader indemnification rights than permitted prior\nthereto), against all expense, liability and loss (including attorneys' fees,\njudgments, fines, ERISA excise taxes or penalties and amounts paid in\nsettlement) reasonably incurred or suffered by such indemnitee in connection\ntherewith and such indemnification shall continue as to an indemnitee who has\nceased to be a director, officer, employee or agent and shall inure to the\nbenefit of the indemnitee's heirs, executors and administrators; provided,\nhowever, that, except as provided in Section 3 of this Article VI with respect\nto proceedings to enforce rights to indemnification, the Corporation shall\nindemnify any such indemnitee in connection with a proceeding (or part thereof)\ninitiated by such indemnitee only if such proceeding (or part thereof) was\nauthorized by the Board.\n\n         (b) If an indemnitee is not entitled to indemnification with respect to\na portion of any liabilities to which such person may be subject, the\nCorporation shall nonetheless indemnify such indemnitee to the maximum extent\nfor the remaining portion of the liabilities.\n\n         (c) The termination of a proceeding by judgment, order, settlement,\nconviction, or upon a plea of nolo contendere or its equivalent shall not, of\nitself, create a presumption that the indemnitee is not entitled to\nindemnification.\n\n         (d) To the extent permitted by law, the payment of indemnification\nprovided for by this Article, including the advancement of expenses pursuant to\nSection 2 of this Article VI, with respect to proceedings other than those\nbrought by or in the right of the Corporation, shall be subject to the\nconditions that the indemnitee shall give the Corporation prompt notice of any\nproceeding, that the Corporation shall have complete charge of the defense of\nsuch proceeding and the right to select counsel for the indemnitee, and that the\nindemnitee shall assist and cooperate fully in all matters respecting the\nproceeding and its defense or settlement. The Corporation may waive any or all\nof the conditions set forth in the preceding sentence. Any such waiver shall be\napplicable only to the specific payment for which the waiver is made and shall\nnot in any way obligate the Corporation to grant such waiver at any future time.\nIn the event of a conflict of interest between the indemnitee a the indemnitee\nunder the rules of professional conduct applicable to attorneys, it\n\n\n                                  13\n\nshall be the policy of the Corporation to waive any or all of the foregoing\nconditions subject to such limitations or conditions as the Corporation shall\ndeem to be reasonable in the circumstances.\n\n         SECTION 2. Advancing Expenses. The right to indemnification conferred\nin Section 1 of this Article VI shall include the right to be paid by the\nCorporation the expenses incurred in defending any proceeding for which such\nright to indemnification is applicable in advance of its final disposition\n(hereinafter an 'advancement of expenses'); provided, however, that, an\nadvancement of expenses incurred by an indemnitee shall be made only upon\ndelivery to the Corporation of an undertaking (hereinafter an 'undertaking'), by\nor on behalf of such indemnitee, to repay all amounts so advanced if it shall\nultimately be determined by final judicial decision from which there is no\nfurther right to appeal (hereinafter a 'final adjudication') that such\nindemnitee is not entitled to be indemnified for such expenses under this\nSection or otherwise. No advance shall be made by the Corporation if a\ndetermination is reasonably and promptly made by a majority vote of\ndisinterested directors, even if the disinterested directors constitute less\nthan a quorum, or (if such a quorum is not obtainable or, even if obtainable, a\nquorum of disinterested directors so directs) by independent legal counsel in a\nwritten opinion, that, based upon the facts known to the Board or counsel at the\ntime such determination is made, the indemnitee has acted in such a manner as to\npermit or require the denial of indemnification pursuant to the provisions of\nSection 1 of this Article VI.\n\n         SECTION 3. Right of Indemnitee to Bring Suit. The rights to\nindemnification and to the advancement of expenses conferred in Sections 1 and 2\nof this Article VI shall be contract rights. If a claim under Sections 1 and 2\nof this Article VI is not paid in full by the Corporation within sixty days\nafter a written claim has been received by the Corporation, except in the case\nof a claim for an advancement of expenses, in which case the applicable period\nshall be twenty days, the indemnitee may at any time thereafter bring suit\nagainst the Corporation to recover the unpaid amount of the claim. If successful\nin whole or in part in any such suit, or in a suit brought by the Corporation to\nrecover an advancement of expenses pursuant to the terms of an undertaking, the\nindemnitee shall be entitled to be paid also the expense of prosecuting or\ndefending such suit. In any suit brought by (a) the indemnitee to enforce a\nright to indemnification hereunder (but not in a suit brought by the indemnitee\nto enforce a right to an advancement of expenses) it shall be a defense that the\nindemnitee has not met the applicable standard of conduct and (b) the\nCorporation to recover an advancement of expenses pursuant to the terms of an\nundertaking, the Corporation shall be entitled to recover such expenses upon a\nfinal adjudication that the indemnitee has not met any applicable standard for\nindemnification set forth in the DGCL. Neither the failure of the Corporation\n(including its board of directors, independent legal counsel, or its\nstockholders) to have made a determination prior to the commencement of such\nsuit that indemnification of the indemnitee is proper in the circumstances\nbecause the indemnitee has met the applicable standard of conduct set forth in\nthe DGCL, nor an actual determination by the Corporation (including its board of\ndirectors, independent legal counsel, or its stockholders) that the indemnitee\nhas not met such applicable standard of conduct, shall create a presumption that\nthe indemnitee has not met the applicable standard of conduct or, in the case of\nsuch a suit brought by the indemnitee, be a defense to such suit. In any suit\nbrought by the indemnitee to enforce a right to indemnification or to an\nadvancement of expenses hereunder, or by the Corporation to recover an\nadvancement of expenses pursuant to the terms of an undertaking, the burden of\nproving that the indemnitee is not entitled to\n\n\n                                  14\n\nbe indemnified, or to such advancement of expenses, under this Section or\notherwise shall be on the Corporation.\n\n         SECTION 4. Non-Exclusivity of Rights. The rights to indemnification and\nto the advancement of expenses conferred in this Article VI shall not be\nexclusive of any other right which any person may have or hereafter acquire\nunder any statute, the Certificate, bylaw, agreement, vote of stockholders or\ndisinterested directors or otherwise.\n\n         SECTION 5. Insurance, Contracts and Funding. The Corporation may\npurchase and maintain insurance to protect itself and any indemnitee against any\nexpenses, judgments, fines and amounts payable as specified in this Article VI,\nto the fullest extent permitted by applicable law as then in effect. The\nCorporation may enter into contracts with any indemnitee in furtherance of the\nprovisions of this Article VI and may create a trust fund, grant a security\ninterest or use other means (including, without limitation, a letter of credit)\nto ensure the payment of such amounts as may be necessary to effect\nindemnification as provided in this Article VI.\n\n         SECTION 6. Effects of Amendments. Neither the amendment or repeal of,\nnor the adoption of a provision inconsistent with, any provision of this Article\nVI (including, without limitation, this Section 6) shall adversely affect the\nrights of any indemnitee under this Article VI with respect to any proceeding\ncommenced or threatened prior to such amendment, repeal or adoption of an\ninconsistent provision.\n\n         SECTION 7. Severability. If any provision or provisions of this Article\nVI shall be held to be invalid, illegal or unenforceable for any reason\nwhatsoever: (a) the validity, legality and enforceability of the remaining\nprovisions of this Article VI (including, without limitation, all portions of\nany paragraph of this Article VI containing any such provision held to be\ninvalid, illegal or unenforceable, that are not themselves invalid, illegal or\nunenforceable) shall not in any way be affected or impaired thereby; and (b) to\nthe fullest extent possible, the provisions of this Article VI (including,\nwithout limitation, all portions of any paragraph of this Article VI containing\nany such provision held to be invalid, illegal or unenforceable, that are not\nthemselves invalid, illegal or unenforceable) shall be construed so as to give\neffect to the intent manifested by the provision held invalid, illegal or\nunenforceable.\n\n\n                                   ARTICLE VII\n\n                                  CAPITAL STOCK\n\n         SECTION 1. Share Ownership. (a) Holders of shares of stock of each\nclass of the Corporation shall be recorded on the books of the Corporation and\nownership of such stock shall be evidenced by a certificate or other form as\nshall be approved by the Board. Certificates representing shares of stock of\neach class shall be signed by, or in the name of, the Corporation by the\nChairman or Vice-Chairman of the Board, or the President or any Vice President\nand by the Secretary or any Assistant Secretary or the Treasurer or any\nAssistant Treasurer of the Corporation, and sealed with the seal of the\nCorporation, which may be a facsimile thereof. Any or all such signatures and\nthe signatures of any transfer agent or registrar may be facsimiles. Although\nany\n\n\n                                  15\n\nofficer, transfer agent or registrar whose manual or facsimile signature is\naffix ed to such a certificate ceases to be such officer, transfer agent or\nregistrar before such certificate has been issued, the certificate may\nnevertheless be issued by the Corporation with the same effect as if such\nofficer, transfer agent or registrar were still such at the date of its issue.\n\n         (b) The stock ledger and blank share certificates shall be kept by the\nSecretary or by a transfer agent or by a registrar or by any officer or agent\ndesignated by the Board.\n\n         SECTION 2. Transfer of Shares. Transfers of shares of stock of each\nclass of the Corporation shall be made only on the books of the Corporation by\nthe holder thereof, or by such holder's attorney thereunto authorized by a power\nof attorney duly executed and filed with the Secretary or a transfer agent for\nsuch stock, if any, and on surrender of the certificate or certificates, if any,\nfor such shares properly endorsed or accompanied by a duly executed stock\ntransfer power (or by proper evidence of succession, assignment or authority to\ntransfer) and the payment of any taxes thereon; provided, however, that the\nCorporation shall be entitled to recognize and enforce any lawful restriction on\ntransfer. The person in whose name shares are registered on the books of the\nCorporation shall be deemed the owner thereof for all purposes as regards the\nCorporation; provided, however, that whenever any transfer of shares shall be\nmade for collateral security and not absolutely, and written notice thereof\nshall be given to the Secretary or to such transfer agent, such fact shall be\nstated in the entry of the transfer. No transfer of shares shall be valid as\nagainst the Corporation, its stockholders and creditors for any purpose, until\nit shall have been entered in the stock records of the Corporation by an entry\nshowing from and to whom transferred.\n\n         SECTION 3. Registered Stockholders and Addresses of Stockholders. (a)\nThe Corporation shall be entitled to recognize the exclusive right of a person\nregistered on its records as the owner of shares of stock to receive dividends\nand to vote as such owner, and shall not be bound to recognize any equitable or\nother claim to, or interest in, such share or shares of stock on the part of any\nother person, whether or not it shall have express or other notice thereof,\nexcept as otherwise provided by applicable law.\n\n         (b) Each stockholder shall designate to the Secretary or transfer agent\nof the Corporation an address at which notices of meetings and all other\ncorporate notices may be delivered or mailed to such person, and, if any\nstockholder shall fail to designate such address, corporate notices may be\ndelivered to such person by mail directed to such person at such person's post\noffice address, if any, as the same appears on the stock record books of the\nCorporation or at such person's last known post office address.\n\n         SECTION 4. Lost, Stolen, Destroyed and Mutilated Certificates. The\nCorporation may issue to any holder of shares of stock the certificate for which\nhas been lost, stolen, destroyed or mutilated a new certificate or certificates\nfor shares, upon the surrender of the mutilated certificate or, in the case of\nloss, theft or destruction of the certificate, upon satisfactory proof of such\nloss, theft or destruction. The Board, or a committee designated thereby, or the\ntransfer agents and registrars for the stock, may, in their discretion, require\nthe owner of the lost, stolen or destroyed certificate, or such person's legal\nrepresentative, to give the Corporation a bond in such sum and with such surety\nor sureties as they may direct to indemnify the Corporation and \n\n\n                                       16\n\nsaid transfer agents and registrars against any claim that may be made on\naccount of the alleged loss, theft or destruction of any such certificate or the\nissuance of such new certificate.\n\n         SECTION 5. Regulations. The Board may make such additional rules and\nregulations as it may deem expedient concerning the issue and transfer of\ncertificates representing shares of stock of each class of the Corporation and\nmay make such rules and take such action as it may deem expedient concerning the\nissue of certificates in lieu of certificates claimed to have been lost,\ndestroyed, stolen or mutilated.\n\n         SECTION 6. Fixing Date for Determination of Stockholders of Record. (a)\nIn order that the Corporation may determine the stockholders entitled to notice\nof or to vote at any meeting of stockholders or any adjournment thereof, or\nentitled to receive payment of any dividend or other distribution or allotment\nor any rights, or entitled to exercise any rights in respect of any change,\nconversion or exchange of stock or for the purpose of any other lawful action,\nthe Board may fix, in advance, a record date, which shall not be more than 60\nnor less than 10 days before the date of such meeting, nor more than 60 days\nprior to any other action. A determination of stockholders entitled to notice of\nor to vote at a meeting of the stockholders shall apply to any adjournment of\nthe meeting; provided, however, that the Board may fix a new record date for the\nadjourned meeting.\n\n         (b) In order that the Corporation may determine the stockholders\nentitled to consent to corporate action in writing without a meeting, the Board\nmay fix a record date, which record date shall not precede the date upon which\nthe resolution fixing the record date is adopted by the Board, and which date\nshall not be more than 10 days after the date upon which the resolution fixing\nthe record date is adopted by the Board. Any stockholder of record seeking to\nhave the stockholders authorize or take corporate action by written consent\nshall, by written notice to the Secretary, request the Board to fix a record\ndate. The Board shall promptly, but in all events within 10 days after the date\non which such a request is received, adopt a resolution fixing the record date.\nIf no record date has been fixed by the Board within 10 days of the date on\nwhich such a request is received, the record date for determining stockholders\nentitled to consent to corporate action in writing without a meeting, when no\nprior action by the Board is required by applicable law, shall be the first date\non which a signed written consent setting forth the action taken or proposed to\nbe taken is delivered to the Corporation by delivery to its registered office in\nthe State of Delaware, its principal place of business, or any officer or agent\nof the Corporation having custody of the book in which proceedings of meetings\nof stockholders are recorded. Delivery made to the Corporation's registered\noffice shall be by hand or by certified or registered mail, return receipt\nrequested. If no record date has been fixed by the Board and prior action by the\nBoard is required by applicable law, the record date for determining\nstockholders entitled to consent to corporate action in writing without a\nmeeting shall be at the close of business on the date on which the board adopts\nthe resolution taking such prior action.\n\n         SECTION 7. Transfer Agents and Registrars. The Board may appoint, or\nauthorize any officer or officers to appoint, one or more transfer agents and\none or more registrars.\n\n\n                                       17\n\n                                  ARTICLE VIII\n\n                                    DIVIDENDS\n\n         Subject always to the provisions of law and the Certificate, the Board\nshall have full power to determine whether any, and, if any, what part of any,\nfunds legally available for the payment of dividends shall be declared as\ndividends and paid to stockholders; the division of the whole or any part of\nsuch funds of the Corporation shall rest wholly within the lawful discretion of\nthe Board, and it shall not be required at any time, against such discretion, to\ndivide or pay any part of such funds among or to the stockholders as dividends\nor otherwise; and before payment of any dividend, there may be set aside out of\nany funds of the Corporation available for dividends such sum or sums as the\nBoard from time to time, in its absolute discretion, thinks proper as a reserve\nor reserves to meet contingencies, or for equalizing dividends, or for repairing\nor maintaining any property of the Corporation, or for such other purpose as the\nBoard shall think conducive to the interest of the Corporation, and the Board\nmay modify or abolish any such reserve in the manner in which it was created.\n\n\n                                   ARTICLE IX\n\n                                 CORPORATE SEAL\n\n         The Board shall provide a corporate seal which shall have inscribed\nthereon the name of the Corporation and the year of its incorporation, and shall\nbe in such form and contain such other words and\/or figures as the Board shall\ndetermine. The corporate seal may be used by printing, engraving, lithographing,\nstamping or otherwise making, placing or affixing, or causing to be printed,\nengraved, lithographed, stamped or otherwise made, placed or affixed, upon any\npaper or document, by any process whatsoever, an impression, facsimile or other\nreproduction of said corporate seal.\n\n\n                                    ARTICLE X\n\n                                   FISCAL YEAR\n\n         The fiscal year of the Corporation shall be fixed, and shall be subject\nto change, by the Board. Unless otherwise fixed by the Board, the fiscal year of\nthe Corporation shall be the twelve-month period beginning July 1 and ending\nJune 30.\n\n\n                                       18\n\n                                   ARTICLE XI\n\n                                WAIVER OF NOTICE\n\n         Whenever notice is required to be given by these Bylaws or by the\nCertificate of Incorporation or by law, a written waiver thereof, signed by the\nperson or persons entitled to said notice, whether before or after the time\nstated therein, shall be deemed equivalent to notice.\n\n\n                                   ARTICLE XII\n\n                     BANK ACCOUNTS, DRAFTS, CONTRACTS, ETC.\n\n         SECTION 1. Bank Accounts and Drafts. In addition to such bank accounts\nas may be authorized by the Board, the primary financial officer or any person\ndesignated by said primary financial officer, whether or not an employee of the\nCorporation, may authorize such bank accounts to be opened or maintained in the\nname and on behalf of the Corporation as he may deem necessary or appropriate,\npayments from such bank accounts to be made upon and according to the check of\nthe Corporation in accordance with the written instructions of said primary\nfinancial officer, or other person so designated by the Treasurer.\n\n         SECTION 2. Contracts. The Board may authorize any person or persons, in\nthe name and on behalf of the Corporation, to enter into or execute and deliver\nany and all deeds, bonds, mortgages, contracts and other obligations or\ninstruments, and such authority may be general or confined to specific\ninstances.\n\n         SECTION 3. Proxies; Powers of Attorney; Other Instruments. The\nChairman, the President or any other person designated by either of them shall\nhave the power and authority to execute and deliver proxies, powers of attorney\nand other instruments on behalf of the Corporation in connection with the rights\nand powers incident to the ownership of stock by the Corporation. The Chairman,\nthe President or any other person authorized by proxy or power of attorney\nexecuted and delivered by either of them on behalf of the Corporation may attend\nand vote at any meeting of stockholders of any company in which the Corporation\nmay hold stock, and may exercise on behalf of the Corporation any and all of the\nrights and powers incident to the ownership of such stock at any such meeting,\nor otherwise as specified in the proxy or power of attorney so authorizing any\nsuch person. The Board, from time to time, may confer like powers upon any other\nperson.\n\n         SECTION 4. Financial Reports. The Board may appoint the primary\nfinancial officer or other fiscal officer and\/or the Secretary or any other\nofficer to cause to be prepared and furnished to stockholders entitled thereto\nany special financial notice and\/or financial statement, as the case may be,\nwhich may be required by any provision of law.\n\n\n                                       19\n\n                                  ARTICLE XIII\n\n                                   AMENDMENTS\n\n         The Board shall have the power to adopt, amend or repeal these Bylaws\nby the affirmative vote of at least a majority of the members then in office.\nThe affirmative vote of the holders of not less than seventy-five (75%) of the\nvoting power of all shares of capital stock of the Corporation then entitled to\nvote generally in the election of directors, voting as a single class shall be\nrequired to adopt, amend or repeal these Bylaws (notwithstanding the fact that\napproval by a lesser percentage may be permitted by the DGCL).\n\n\n                                       20\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7474],"corporate_contracts_industries":[9395],"corporate_contracts_types":[9573,9574],"class_list":["post-41570","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-estee-lauder-cos-inc","corporate_contracts_industries-consumer__cleaning","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41570","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41570"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41570"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41570"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41570"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}