{"id":41571,"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-walt-disney-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-the-walt-disney-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-the-walt-disney-co.html","title":{"rendered":"Bylaws &#8211; The Walt Disney Co."},"content":{"rendered":"<pre>\n                                AMENDED BYLAWS\n\n                                      OF\n\n                            THE WALT DISNEY COMPANY\n\n                    (hereinafter called the 'Corporation')\n\n\n                                   ARTICLE I\n\n                                    OFFICES\n                                    -------\n\n          Section 1.    Registered Office.  The registered office of the\n          ---------     -----------------                               \nCorporation shall be in the City of Wilmington, County of New Castle, Delaware.\n\n          Section 2.    Principal Place of Business.  The principal place of\n          ---------     ---------------------------                         \nbusiness of the Corporation is hereby fixed and located at 500 South Buena Vista\nStreet, Burbank, California 91521.\n\n          Section 3.    Other Offices.  The Corporation may also have offices at\n          ---------     -------------                                           \nsuch other places both within and without the State of Delaware as the Board of\nDirectors may from time to time determine.\n\n\n                                  ARTICLE II\n\n                           MEETINGS OF STOCKHOLDERS\n                           ------------------------\n\n          Section 1.  Place of Meetings.  Meetings of the stockholders for the\n          ---------   -----------------                                       \nelection of directors or for any other purpose shall be held at such time and\nplace, either within or without the State of Delaware, as shall be designated\nfrom time to time by the Board of Directors (and in the case of a special\nmeeting, by the Board of Directors or the person calling the special meeting as\nauthorized by Section 3 of this Article II) and stated in the notice of the\nmeeting or in a duly executed waiver of notice thereof.\n\n                                      -1-\n\n \n          Section 2.  Annual Meetings.  The Annual Meetings of Stockholders\n          ---------   ---------------                                      \nshall be held on such date and at such time and place as may be fixed by the\nBoard of Directors and stated in the notice of the meeting, for the purpose of\nelecting directors and for the transaction of such other business as is properly\nbrought before the meeting in accordance with these Bylaws.\n\n          Section 3.  Special Meetings.  Special meetings of stockholders, for\n          ---------   ----------------                                        \nany purpose or purposes, may be called by the Board of Directors, the Chairman\nof the Board of Directors, or the President.  Special meetings of stockholders\nmay not be called by any other person or persons. Written notice of a special\nmeeting stating the place, date and hour of the meeting and the purpose or\npurposes for which the meeting is called shall be given not less than 10 nor\nmore than 60 days before the date of the meeting to each stockholder entitled to\nvote at such meeting, and only such business as is stated in such notice shall\nbe acted upon thereat.\n\n          Section 4.  Quorum.  Except as may be otherwise provided by law or by\n          ---------   ------                                                   \nthe Certificate of Incorporation, the holders of a majority in voting power of\nthe capital stock issued and outstanding and entitled to vote thereat, present\nin person or represented by proxy, shall constitute a quorum at all meetings of\nthe stockholders for the transaction of business.  If, however, such quorum\nshall not be present or represented at any meeting of the stockholders, a\nminority of the stockholders entitled to vote thereat, present in person or\nrepresented by proxy, shall have power to adjourn the meeting from time to time,\nwithout notice other than announcement at the meeting, until a quorum shall be\npresent or represented.  At such adjourned meeting at which a quorum shall be\npresent or represented, any business may be transacted which might have been\ntransacted at the meeting as originally noticed.  If the adjournment is for more\nthan 30 days, or if after the adjournment a new record date is fixed for the\nadjourned meeting, a notice of the adjourned meeting shall be given to each\nstockholder entitled to vote at the meeting.\n\n          Section 5.  Voting. Unless otherwise required by law, the Certificate\n          ---------   ------                                                   \nof Incorporation or these Bylaws, (i) at all meetings of stockholders for the\nelection of directors, a plurality of votes cast shall be sufficient to elect,\nand (ii) any other question brought before any meeting of stockholders shall be\ndecided by the vote of the holders of a majority in voting power of the stock\nrepresented and entitled to vote thereon.  Unless otherwise provided in the\nCertificate of Incorporation, each stockholder represented at a meeting of\nstockholders shall be entitled to cast one vote for each share of the capital\nstock entitled to vote thereat held by such stockholder.  The Board of\nDirectors, in its discretion, or the officer of the Corporation presiding at a\nmeeting of stockholders, in his discretion, may require that any votes cast at\nsuch meeting shall be cast by written ballot.\n\n          Section 6.  Organization.\n          ---------   ------------ \n\n                 (a)  All meetings of the stockholders shall be presided over by\nthe Chairman of the Board of Directors or, if he is not present, by the Vice\nChairman of the Board of Directors, and if he is not present, by such officer or\ndirector as is designated by the Board of\n\n                                      -2-\n\n \nDirectors. The Secretary of the Corporation or, if he is not present, any\nAssistant Secretary or other person designated by the presiding officer shall\nact as secretary of the meeting.\n\n               (b)  The date and time of the opening and the closing of the\npolls for each matter upon which the stockholders will vote at a meeting shall\nbe announced at the meeting by the person presiding over the meeting. The Board\nof Directors may adopt by resolution such rules and regulations for the conduct\nof the meeting of stockholders as it shall deem appropriate. Except to the\nextent inconsistent with such rules and regulations as adopted by the Board of\nDirectors, the chairman of any meeting of stockholders shall have the right and\nauthority to prescribe such rules, regulations and procedures and to do all such\nacts as, in the judgment of such chairman, are appropriate for the proper\nconduct of the meeting. Such rules, regulations or procedures, whether adopted\nby the Board of Directors or prescribed by the chairman of the meeting, may\ninclude, without limitation, the following (i) the establishment of an agenda or\norder of business for the meeting; (ii) rules and procedures for maintaining\norder at the meeting and the safety of those present; (iii) limitations on\nattendance at or participation in the meeting to stockholders of record of the\nCorporation, their duly authorized and constituted proxies or such other persons\nas the chairman of the meeting shall determine; (iv) restrictions on entry to\nthe meeting after the time fixed for the commencement thereof; and (v)\nlimitations on the time allotted to questions or comments by participants.\nUnless and to the extent determined by the Board of Directors or the chairman of\nthe meeting, meetings of stockholders shall not be required to be held in\naccordance with the rules of parliamentary procedure.\n\n          Section 7.   List of Stockholders Entitled to Vote.  The officer of\n          ---------    -------------------------------------                 \nthe Corporation who has charge of the stock ledger of the Corporation shall\nprepare and make, at least 10 days before every meeting of stockholders, a\ncomplete list of the stockholders entitled to vote at the meeting, arranged in\nalphabetical order, and showing the address of each stockholder and the number\nof shares registered in the name of each stockholder.  Such list shall be open\nto the examination of any stockholder, for any purpose germane to the meeting,\nduring ordinary business hours, for a period of at least 10 days prior to the\nmeeting, either at a place within the city where the meeting is to be held,\nwhich place shall be specified in the notice of the meeting, or, if not so\nspecified, at the place where the meeting is to be held.  The list shall also be\nproduced and kept at the time and place of the meeting during the whole time\nthereof, and may be inspected by any stockholder of the Corporation who is\npresent.\n\n          Section 8.   Stock Ledger.  The stock ledger of the Corporation shall\n          ---------    ------------                                            \nbe the only evidence as to who are the stockholders entitled to examine the\nstock ledger, the list required by Section 7 of this Article II or the books of\nthe Corporation, or to vote in person or by proxy at any meeting of\nstockholders.\n\n          Section 9.   Inspectors of Election.  Before any meeting of\n          ---------    ----------------------                        \nstockholders, the Board of Directors shall appoint one or more inspectors to act\nat the meeting and make a written report thereof.  The Board of Directors may\ndesignate one or more persons as alternate inspectors to replace any inspector\nwho fails to act.  If no inspector or alternate is able to act at a meeting of\n\n                                      -3-\n\n \nstockholders, the person presiding at the meeting shall appoint one or more\ninspectors to act at the meeting.  Each inspector, before entering upon the\ndischarge of his duties, shall take and sign an oath faithfully to execute the\nduties of inspector with strict impartiality and according to the best of his\nability.\n\n          The inspectors shall:\n\n               (a)  ascertain the number of shares outstanding and the voting\n     power of each,\n\n               (b)  determine the shares represented at the meeting and the\n     validity of proxies and ballots,\n\n               (c)  count all votes and ballots,\n\n               (d)  determine and retain for a reasonable period a record of the\n     disposition of any challenges made to any determination made by the\n     inspectors, and\n\n               (e)  certify their determination of the number of shares\n     represented at the meeting, and their count of all votes and ballots.\n\n     The inspectors may appoint or retain other persons or entities to assist\nthe inspectors in the performance of the duties of the inspectors.  In\ndetermining the validity and counting of proxies and ballots, the inspectors\nshall act in accordance with applicable law.\n\n          Section 10.  Notice of Stockholder Business and Nominations.\n          ----------   ---------------------------------------------- \n\n          (a)  Annual Meetings of Stockholders.\n               ------------------------------- \n\n               (1)  Nominations of persons for election to the Board of\nDirectors of the Corporation and the proposal of business to be considered by\nthe stockholders may be made at an annual meeting of stockholders only (a)\npursuant to the Corporation's notice of meeting (or any supplement thereto), (b)\nby or at the direction of the Board of Directors or (c) by any stockholder of\nthe Corporation who was a stockholder of record of the Corporation at the time\nthe notice provided for in this Section 10 is delivered to the Secretary of the\nCorporation, who is entitled to vote at the meeting and who complies with the\nnotice procedures set forth in this Section 10.\n\n               (2)  For nominations or other business to be properly brought\nbefore an annual meeting by a stockholder pursuant to clause (c) of paragraph\n(a)(1) of this Section 10, the stockholder must have given timely notice thereof\nin writing to the Secretary of the Corporation and any such proposed business\nother than the nomination of persons for election to the Board of Directors must\nconstitute a proper matter for stockholder action. To be timely, a stockholder's\n\n                                      -4-\n\n \nnotice shall be delivered to the Secretary at the principal executive offices of\nthe Corporation not later than the close of business on the ninetieth day nor\nearlier than the close of business on the one hundred twentieth day prior to the\nfirst anniversary of the preceding year's annual meeting (provided, however,\nthat in the event that the date of the annual meeting is more than thirty days\nbefore or more than seventy days after such anniversary date, notice by the\nstockholder must be so delivered not earlier than the close of business on the\none hundred twentieth day prior to such annual meeting or the tenth day\nfollowing the day on which public announcement of the date of such meeting is\nfirst made by the Corporation). In no event shall the public announcement of an\nadjournment or postponement of an annual meeting commence a new time period (or\nextend any time period) for the giving of a stockholder's notice as described\nabove. Such stockholder's notice shall set forth: (a) as to each person whom the\nstockholder proposes to nominate for election as a director all information\nrelating to such person that is required to be disclosed in solicitations of\nproxies for election of directors in an election contest, or is otherwise\nrequired, in each case pursuant to Regulation 14A under the Securities Exchange\nAct of 1934, as amended (the 'Exchange Act') and Rule 14a-11 thereunder (and\nsuch person's written consent to being named in the proxy statement as a nominee\nand to serving as a director if elected); (b) as to any other business that the\nstockholder proposes to bring before the meeting, a brief description of the\nbusiness desired to be brought before the meeting, the text of the proposal or\nbusiness (including the text of any resolutions proposed for consideration and\nin the event that such business includes a proposal to amend the Bylaws of the\nCorporation, the language of the proposed amendment), the reasons for conducting\nsuch business at the meeting and any material interest in such business of such\nstockholder and the beneficial owner, if any, on whose behalf the proposal is\nmade; and (c) as to the stockholder giving the notice and the beneficial owner,\nif any, on whose behalf the nomination or proposal is made (i) the name and\naddress of such stockholder, as they appear on the Corporation's books, and of\nsuch beneficial owner, (ii) the class and number of shares of capital stock of\nthe Corporation which are owned beneficially and of record by such stockholder\nand such beneficial owner, (iii) a representation that the stockholder is a\nholder of record of stock of the Corporation entitled to vote at such meeting\nand or by proxy at the meeting to propose such business or nomination, and (iv)\na representation whether the stockholder or the beneficial owner, if any,\nintends or is part of a group which intends (a) to deliver a proxy statement\nand\/or form of proxy to holders of at least the percentage of the Corporation's\noutstanding capital stock required to approve or adopt the proposal or elect the\nnominee and\/or (b) otherwise to solicit proxies from stockholders in support of\nsuch proposal or nomination. The Corporation may require any proposed nominee to\nfurnish such other information as it may reasonably require to determine the\neligibility of such proposed nominee to serve as a director of the Corporation.\n\n\n               (3)  Notwithstanding anything in the second sentence of paragraph\n(a)(2) of this Section 10 to the contrary, in the event that the number of\ndirectors to be elected to the Board of Directors of the Corporation at an\nannual meeting is increased and there is no public announcement by the\nCorporation naming the nominees for the additional directorships at least one\nhundred days prior to the first anniversary of the preceding year's annual\nmeeting, a stockholder's notice required by this Section 10 shall also be\nconsidered timely, but only with\n\n                                      -5-\n\n \nrespect to nominees for the additional directorships, if it shall be delivered\nto the Secretary at the principal executive offices of the Corporation not later\nthan the close of business on the tenth day following the day on which such\npublic announcement is first made by the Corporation.\n\n\n          (b)  Special Meetings of Stockholders.  Only such business shall be\n               --------------------------------                              \nconducted at a special meeting of stockholders as shall have been brought before\nthe meeting pursuant to the Corporation's notice of meeting.  Nominations of\npersons for election to the Board of Directors may be made at a special meeting\nof stockholders at which directors are to be elected pursuant to the\nCorporation's notice of meeting (1) by or at the direction of the Board of\nDirectors of (2) provided that the Board of Directors has determined that\ndirectors shall be elected at such meeting, by any stockholder of the\nCorporation who is a stockholder of record at the time the notice provided for\nin this Section 10 is delivered to the Secretary of the Corporation, who is\nentitled to vote at the meeting and upon such election and who complies with the\nnotice procedures set forth in this Section 10.  In the event the Corporation\ncalls a special meeting of stockholders for the purpose of electing one or more\ndirectors to the Board of Directors, any such stockholder entitled to vote in\nsuch election of directors may nominate a person or persons (as the case may be)\nfor election to such position(s) as specified in the Corporation's notice of\nmeeting, if the stockholder's notice required by paragraph (a)(2) of this\nSection 10 shall be delivered to the Secretary at the principal executive\noffices of the Corporation not earlier than the close of business on the one\nhundred twentieth day prior to such special meeting and not later than the close\nof business on the later of the ninetieth day prior to such special meeting or\nthe tenth day following the day on which public announcement is first made of\nthe date of the special meeting and of the nominees proposed by the Board of\nDirectors to be elected at such meeting.  In no event shall the public\nannouncement of an adjournment or postponement of a special meeting commence a\nnew time period (or extend any time period) for the giving of a stockholder's\nnotice as described above.\n\n          (c)  General.  (1) Only such persons who are nominated in accordance\n               -------                                                        \nwith the procedures set forth in this Section 10 shall be eligible to be elected\nat an annual or special meeting of stockholders of the Corporation to serve as\ndirectors and only such business shall be conducted at a meeting of stockholders\nas shall have been brought before the meeting in accordance with the procedures\nset forth in this Section 10.  Except as otherwise provided by law, the chairman\nof the meeting shall have the power and duty (a) to determine whether a\nnomination or any business proposed to be brought before the meeting was made or\nproposed, as the case may be, in accordance with the procedures set forth in\nthis Section 10 (including whether the stockholder or beneficial owner, if any,\non whose behalf the nomination or proposal is made solicited (or is part of a\ngroup which solicited) or did not so solicit, as the case may be, proxies in\nsupport of such stockholder's nominee or proposal in compliance with such\nstockholder's representation as required by clause (a)(2)(c)(iv) of this Section\n10) and (b) if any proposed nomination or business was not so made or proposed\nin compliance with this Section 10 to declare that such nomination shall be\ndisregarded or that such proposed business shall not be transacted.\n\n                                      -6-\n\n \n               (2)  For purposes of this Section 10, 'public announcement' shall\nmean disclosure in a press release reported by the Dow Jones News Service,\nAssociated Press or comparable national news service or in a document publicly\nfiled by the Corporation with the Securities and Exchange Commission pursuant to\nSection 13, 14 or 15(d) of the Exchange Act.\n\n               (3)  Notwithstanding the foregoing provisions of this Section 10,\na stockholder shall also comply with all applicable requirements of the Exchange\nAct and the rules and regulations thereunder with respect to the matters set\nforth in this Section 10. Nothing in this Section 10 shall be deemed to affect\nany rights (a) of stockholders to request inclusion of proposals in the\nCorporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or\n(b) of the holders of any series of Preferred Stock to elect directors pursuant\nto any applicable provisions of the Certificate of Incorporation.\n\n\n                                  ARTICLE III\n\n                                   DIRECTORS\n                                   ---------\n                                        \n          Section 1.  Number and Election of Directors.  Subject to the rights,\n          ---------   --------------------------------                         \nif any, of holders of preferred stock of the Corporation to elect directors of\nthe Corporation, the Board of Directors shall consist of not less than nine nor\nmore than 21 members with the exact number of directors to be determined from\ntime to time solely by resolution duly adopted by the Board of Directors.\nDirectors shall be elected by a plurality of the votes cast at Annual Meetings\nof stockholders, and each director so elected shall hold office as provided by\nArticle FIFTH of the Certificate of Incorporation.  Directors need not be\nstockholders.\n\n          Section 2. Resignation of Directors. Any director may resign at any\n          ---------  ------------------------                                \ntime effective upon giving written notice to the Corporation, unless the notice\nspecifies a later time for the effectiveness of such resignation.\n\n          Section 3.  Vacancies.  Any vacancy on the Board of Directors,\n          ---------   ---------                                         \nhowsoever resulting, may be filled by a majority of the directors then in\noffice, even if less than a quorum, or by a sole remaining director.  Any\ndirector elected to fill a vacancy shall hold office for a term as specified in\nArticle FIFTH of the Certificate of Incorporation.\n\n          Section 4.  Duties and Powers.  The business of the Corporation shall\n          ---------   -----------------                                        \nbe managed by or under the direction of the Board of Directors which may\nexercise all such powers of the Corporation and do all such lawful acts and\nthings as are not by statute or by the Certificate of Incorporation or by these\nBylaws directed or required to be exercised or done by the stockholders.\n\n          Section 5.  Meetings.  The Board of Directors of the Corporation may\n          ---------   --------                                                \nhold meetings, both regular and special, either within or without the State of\nDelaware. Regular\n\n                                      -7-\n\n \nmeetings of the Board of Directors may be held without notice at such time and\nat such place as may from time to time be determined by the Board of Directors.\nSpecial meetings of the Board of Directors may be called by the Chairman of the\nBoard of Directors, the President, or by a majority of the Board of Directors.\nNotice thereof, stating the place, date and hour of the meeting, shall be given\nto each director either by mail not less than four days before the date of the\nmeeting, or personally or by telephone, telegram, telex or similar means of\ncommunication on 12 hours notice, or on such shorter notice as the person or\npersons calling such meeting may deem necessary or appropriate in the\ncircumstances.\n\n          Section 6.  Quorum; Action of Board of Directors.  Except as may be\n          ---------   ------------------------------------                   \notherwise specifically provided by law, the Certificate of Incorporation or\nthese Bylaws, at all meetings of the Board of Directors, a majority of the\nentire Board of Directors shall constitute a quorum for the transaction of\nbusiness and the act of a majority of the directors present at any meeting at\nwhich there is a quorum shall be the act of the Board of Directors.  If a quorum\nshall not be present at any meeting of the Board of Directors, the directors\npresent thereat may adjourn the meeting from time to time, without notice other\nthan announcement at the meeting, until a quorum shall be present.\n\n          Section 7.  Action by Written Consent.  Any action required or\n          ---------   -------------------------                         \npermitted to be taken at any meeting of the Board of Directors or of any\ncommittee thereof may be taken without a meeting, if all the members of the\nBoard of Directors or committee, as the case may be, consent thereto in writing,\nand the writing or writings are filed with the minutes of proceedings of the\nBoard of Directors or committee.\n\n          Section 8.  Meetings by Means of Conference Telephone.  Members of\n          ---------   -----------------------------------------             \nthe Board of Directors of the Corporation, or any committee designated by the\nBoard of Directors, may participate in a meeting of the Board of Directors or\nsuch committee by means of a conference telephone or similar communications\nequipment by means of which all persons participating in the meeting can hear\neach other, and participation in a meeting pursuant to this Section 8 shall\nconstitute presence in person at such meeting.\n\n          Section 9.  Committees.  The Board of Directors may, by resolution\n          ---------   ----------                                            \npassed by a majority of the whole Board of Directors, designate one or more\ncommittees, each committee to consist of one or more of the directors of the\nCorporation.  The Board of Directors may designate one or more directors as\nalternate members of any committee, who may replace any absent or disqualified\nmember at any meeting of any such committee.  In the absence or disqualification\nof a member of a committee, and in the absence of a designation by the Board of\nDirectors of an alternate member to replace the absent or disqualified member,\nthe member or members thereof present at any meeting and not disqualified from\nvoting, whether or not he or they constitute a quorum, may unanimously appoint\nanother member of the Board of Directors to act at the meeting in the place of\nany absent or disqualified member.  Any committee, to the extent allowed by law\nand provided in the resolution establishing such committee, shall have and may\nexercise all the powers and authority of the Board of Directors in the\nmanagement of the business and\n\n                                      -8-\n\n \naffairs of the Corporation. The Board of Directors shall have the power to\nprescribe the manner in which proceedings of any such committee shall be\nconducted. In the absence of any such prescription, such committee shall have\nthe power to prescribe the manner in which its proceedings shall be conducted.\nUnless the Board of Directors or such committee shall otherwise provide, regular\nand special meetings and other actions of any such committee shall be governed\nby the provisions of this Article III applicable to meetings and actions of the\nBoard of Directors. Each committee shall keep regular minutes and report to the\nBoard of Directors when required.\n\n          Section 10.  Fees and Compensation.  Directors and members of\n          ----------   ---------------------                           \ncommittees may receive such compensation, if any, for their services, and such\nreimbursement for expenses, as may be fixed or determined by the Board of\nDirectors.\n\n\n                                  ARTICLE IV\n\n                                   OFFICERS\n                                   --------\n\n          Section 1.   General.  The officers of the Corporation shall be chosen\n          ---------    -------                                                  \nby the Board of Directors and shall be a Chairman of the Board of Directors (who\nmust be a director), a President, a Secretary and a Treasurer.  The Board of\nDirectors, in its sole discretion, may also choose a Vice Chairman of the Board\nof Directors (who must be a director), one or more Executive Vice Presidents,\nSenior Vice Presidents, Vice Presidents, Assistant Secretaries, Assistant\nTreasurers and other officers.  Any number of offices may be held by the same\nperson, unless otherwise prohibited by law, the Certificate of Incorporation or\nthese Bylaws.\n\n          Section 2.   Election.  The Board of Directors at its first meeting\n          ---------    --------                                              \nheld after each Annual Meeting of stockholders shall elect the officers of the\nCorporation who shall hold their offices for such terms and shall exercise such\npowers and perform such duties as shall be determined from time to time solely\nby the Board of Directors, which determination may be by resolution of the Board\nof Directors or in any bylaw provision duly adopted or approved by the Board of\nDirectors; and all officers of the Corporation shall hold office until their\nsuccessors are chosen and qualified, or until their earlier resignation or\nremoval.  Any officer elected by the Board of Directors may be removed at any\ntime by the Board of Directors with or without cause. Any vacancy occurring in\nany office of the Corporation may be filled only by the Board of Directors.\n\n          Section 3.   Chairman of the Board of Directors.  The Chairman of the\n          ---------    ----------------------------------                      \nBoard of Directors shall be the Chief Executive Officer of the Corporation,\nshall preside at all meetings of the Board of Directors and of stockholders and\nshall, subject to the provisions of the Bylaws and the control of the Board of\nDirectors, have general and active management, direction, and supervision over\nthe business of the Corporation and over its officers.  He shall perform all\nduties incident to the office of chief executive and such other duties as from\ntime to time may be\n\n                                      -9-\n\n \nassigned to him by the Board of Directors. He shall have the right to delegate\nany of his powers to any other officer or employee.\n\n          Section 4.   President.  The President shall report and be responsible\n          ---------    ---------                                                \nto the Chairman of the Board.  The President shall have such powers and perform\nsuch duties as from time to time may be assigned or delegated to him by the\nBoard of Directors or are incident to the office or President.\n\n          During the absence, disability, or at the request of the Chairman of\nthe Board of Directors, the President shall perform the duties and exercise the\npowers of the Chairman of the Board of Directors.  In the absence or disability\nof both the President and the Chairman of the Board of Directors, the person\ndesignated by the Board of Directors shall perform the duties and exercise the\npowers of the President, and unless otherwise determined by the Board, the\nduties and powers of the Chairman.\n\n          Section 5.   Executive Vice Presidents.  The Executive Vice Presidents\n          ---------    -------------------------                                \nshall have such powers and perform such duties as from time to time may be\nprescribed for them respectively by the Board of Directors or are incident to\nthe office of Executive Vice President.\n\n          Section 6.   Senior Vice Presidents.  The Senior Vice Presidents shall\n          ---------    ----------------------                                   \nhave such powers and perform such duties as from time to time may be prescribed\nfor them respectively by the Board of Directors or are incident to the office of\nSenior Vice President.\n\n          Section 7.   Vice Presidents.  The Vice Presidents shall have such\n          ---------    ---------------                                      \npowers and perform such duties as from time to time may be prescribed for them\nrespectively by the Board of Directors or are incident to the office of Vice\nPresident.\n\n          Section 8.   Secretary.  The Secretary shall keep or cause to be kept,\n          ---------    ---------                                                \nat the principal executive office or such other place as the Board of Directors\nmay order, a book of minutes of all meetings of stockholders, the Board of\nDirectors and its committees, with the time and place of holding, whether\nregular or special, and if special, how authorized, the notice thereof given,\nthe names of those present at Board of Directors and committee meetings, the\nnumber of shares present or represented at stockholders' meetings, and the\nproceedings thereof.  The Secretary shall keep, or cause to be kept, a copy of\nthe Bylaws of the Corporation at the principal executive office or business\noffice of the Corporation.\n\n          The Secretary shall keep, or cause to be kept, at the principal\nexecutive office or at the office of the Corporation's transfer agent or\nregistrar, if one be appointed, a stock register, or a duplicate stock register,\nshowing the names of the stockholders and their addresses, the number and\nclasses of shares held by each, the number and date of certificates issued for\nthe same, and the number and date of cancellation of every certificate\nsurrendered for cancellation.\n\n                                      -10-\n\n \n          The Secretary shall give, or cause to be given, notice of all meetings\nof the stockholders and of the Board of Directors and any committees thereof\nrequired by these Bylaws or by law to be given, shall keep the seal of the\nCorporation in safe custody, and shall have such other powers and perform such\nother duties as may be prescribed by the Board of Directors.\n\n          Section 9.   Treasurer.  The Treasurer shall have the custody of the\n          ---------    ---------                                              \ncorporate funds and securities of the Corporation and shall keep and maintain,\nor cause to be kept and maintained, adequate and correct accounts of the\nproperties and business transactions of the Corporation, and shall send or cause\nto be sent to the stockholders of the Corporation such financial statements and\nreports as are by law or these Bylaws required to be sent to them.\n\n          The Treasurer shall deposit all moneys and valuables in the name and\nto the credit of the Corporation with such depositaries as may be designated by\nthe Board of Directors.  The Treasurer shall disburse the funds of the\nCorporation as may be ordered by the Board of Directors, shall render to the\nPresident and directors, whenever they request it, an account of all\ntransactions and of the financial condition of the Corporation, and shall have\nsuch other powers and perform such other duties as may be prescribed by the\nBoard of Directors.\n\n          Section 10.  Other Officers.  Such other officers or assistant\n          ----------   --------------                                   \nofficers as the Board of Directors may choose shall perform such duties and have\nsuch powers as from time to time may be assigned to them by the Board of\nDirectors.  The Board of Directors may delegate to any other officer of the\nCorporation the power to choose such other officers and to prescribe their\nrespective duties and powers.\n\n          Section 11.  Execution of Contracts and Other Documents.  Each officer\n          ----------   ------------------------------------------               \nof the Corporation may execute, affix the corporate seal and\/or deliver, in the\nname and on behalf of the Corporation, deeds, mortgages, notes, bonds,\ncontracts, agreements, powers of attorney, guarantees, settlements, releases,\nevidences of indebtedness, conveyances, or any other document or instrument\nwhich is authorized by the Board of Directors or is required to be executed in\nthe ordinary course of business, except in cases where the execution, affixation\nof the corporate seal and\/or delivery thereof shall be expressly and exclusively\ndelegated by the Board of Directors to some other officer or agent of the\nCorporation.\n\n\n                                   ARTICLE V\n\n                                     STOCK\n                                     -----\n\n          Section 1.   Form of Certificates.  Every holder of stock in the\n          ---------    --------------------                               \nCorporation shall be entitled to have a certificate signed, in the name of the\nCorporation (i) by the Chairman or Vice Chairman of the Board of Directors, the\nPresident or any Executive Vice President, Senior Vice President or Vice\nPresident and (ii) by the Treasurer or an Assistant Treasurer or the\n\n                                      -11-\n\n \nSecretary or an Assistant Secretary of the Corporation, certifying the number of\nshares owned by him in the Corporation.\n\n          Section 2.   Signatures.  Where a certificate is countersigned by (i)\n          ---------    ----------                                              \na transfer agent or (ii) a registrar, any other signature on the certificate may\nbe a facsimile.  In case any officer, transfer agent or registrar who has signed\nor whose facsimile signature has been placed upon a certificate shall have\nceased to be such officer, transfer agent or registrar before such certificate\nis issued, it may be issued by the Corporation with the same effect as if he\nwere such officer, transfer agent or registrar at the date of issue.\n\n          Section 3.   Lost Certificates.  The Board of Directors may direct a\n          ---------    -----------------                                      \nnew certificate to be issued in place of any certificate theretofore issued by\nthe Corporation alleged to have been lost, stolen or destroyed, upon the making\nof an affidavit of that fact by the person claiming the certificate of stock to\nbe lost, stolen or destroyed.  When authorizing such issue of a new certificate,\nthe Board of Directors may, in its discretion and as a condition precedent to\nthe issuance thereof, require the owner of such lost, stolen or destroyed\ncertificate, or his legal representative, to advertise the same in such manner\nas the Board of Directors shall require and\/or to give the Corporation a bond in\nsuch sum as it may direct as indemnity against any claim that may be made\nagainst the Corporation with respect to the certificate alleged to have been\nlost, stolen or destroyed.\n\n          Section 4.   Transfers.  Transfers of shares of capital stock of the\n          ---------    ---------                                              \nCorporation shall be made only on the stock record of the Corporation by the\nholder of record thereof or by his attorney thereunto authorized by the power of\nattorney duly executed and filed with the Secretary of the Corporation or the\ntransfer agent thereof, and only on surrender of the certificate or certificates\nrepresenting such shares, properly endorsed or accompanied by a duly executed\nstock transfer power.  The Board of Directors may make such additional rules and\nregulations as it may deem expedient concerning the issue and transfer of\ncertificates representing shares of the capital stock of the Corporation.\n\n          Section 5.   Record Date.\n          ---------    ----------- \n\n                 (a)   In order that the Corporation may determine the\nstockholders entitled to notice of or to vote at any meeting of stockholders or\nany adjournment thereof, or entitled to receive payment of any dividend or other\ndistribution or allotment of any rights, or entitled to exercise any rights in\nrespect of any change, conversion or exchange of stock, or for the purpose of\nany other lawful action, the Board of Directors may fix, in advance, a record\ndate, which shall not be more than 60 days nor less than 10 days before the date\nof such meeting, nor more than 60 days prior to any other action. A\ndetermination of stockholders of record entitled to notice of or to vote at a\nmeeting of stockholders shall apply to any adjournment of the meeting; provided,\nhowever, that the Board of Directors may fix a new record date for the adjourned\nmeeting.\n\n                                      -12-\n\n \n               (b)  Notwithstanding Section 5(a) of Article V of these Bylaws,\nthe record date for determining stockholders entitled to express consent to\ncorporate action in writing without a meeting shall be as fixed by the Board of\nDirectors or as otherwise established under this Section 5(b). Any person\nseeking to have the stockholders authorize or take corporate action by written\nconsent without a meeting shall, by written notice addressed to the Secretary\nand delivered to the Corporation, request that a record date be fixed for such\npurpose. The Board of Directors may fix a record date for such purpose which\nshall be no more than 10 days after the date upon which the resolution fixing\nthe record date is adopted by the Board and shall not precede the date such\nresolution is adopted. If the Board of Directors fails within 10 days after the\nCorporation receives such notice to fix a record date for such purpose, the\nrecord date shall be the day on which the first written consent is delivered to\nthe Corporation in the manner described in Section 5(c) below unless prior\naction by the Board of Directors is required under the General Corporation Law\nof the State of Delaware, in which event the record date shall be at the close\nof business on the day on which the Board of Directors adopts the resolution\ntaking such prior action.\n\n               (c)  Every written consent purporting to take or authorizing the\ntaking of corporate action and\/or related revocations (each such written consent\nand related revocation is referred to in this Section 5(c) of Article V of the\nBylaws as a 'Consent') shall bear the date of signature of each stockholder who\nsigns the Consent, and no Consent shall be effective to take the corporate\naction referred to therein unless, within 60 days of the earliest dated Consent\ndelivered in the manner required by this Section 5(c), Consents signed by a\nsufficient number of stockholders to take such action are so delivered to the\nCorporation.\n\n          A Consent shall be delivered to the Corporation by delivery to its\nregistered office in the State of Delaware, its principal place of business, or\nan officer or agent of the Corporation having custody of the book in which\nproceedings of meetings of stockholders are recorded.  Delivery to the\nCorporation's registered office shall be made by hand or by certified or\nregistered mail, return receipt requested.\n\n          In the event of the delivery to the Corporation of a Consent, the\nSecretary of the Corporation shall provide for the safe-keeping of such Consent\nand shall promptly conduct such ministerial review of the sufficiency of the\nConsents and of the validity of the action to be taken by stockholder consent as\nhe deems necessary or appropriate, including, without limitation, whether the\nholders of a number of shares having the requisite voting power to authorize or\ntake the action specified in the Consent have given consent; provided, however,\nthat if the corporate action to which the Consent relates is the removal or\nreplacement of one or more members of the Board of Directors, the Secretary of\nthe Corporation shall promptly designate two persons, who shall not be members\nof the Board of Directors, to serve as inspectors with respect to such Consent\nand such inspectors shall discharge the functions of the Secretary of the\nCorporation under this Section 5(c).  If after such investigation the Secretary\nor the inspectors (as the case may be) shall determine that the Consent is valid\nand that the action therein specified has been validly authorized, that fact\nshall forthwith be certified on the records of the Corporation kept for\n\n                                      -13-\n\n \nthe purpose of recording the proceedings of meetings of stockholders, and the\nConsent shall be filed in such records, at which time the Consent shall become\neffective as stockholder action. In conducting the investigation required by\nthis Section 5(c), the Secretary or the inspectors (as the case may be) may, at\nthe expense of the Corporation, retain special legal counsel and any other\nnecessary or appropriate professional advisors, and such other personnel as they\nmay deem necessary or appropriate to assist them, and shall be fully protected\nin relying in good faith upon the opinion of such counsel or advisors.\n\n          Section 6.   Beneficial Owners.  The Corporation shall be entitled to\n          ---------    -----------------                                       \nrecognize the exclusive right of a person registered on its books as the owner\nof shares to receive dividends, and to vote as such owner, and to hold liable\nfor calls and assessments a person registered on its books as the owner of\nshares, and shall not be bound to recognize any equitable or other claim to or\ninterest in such share or shares on the part of any other person, whether or not\nit shall have express or other notice thereof, except as otherwise provided by\nlaw.\n\n\n                                  ARTICLE VI\n\n                                    NOTICES\n                                    -------\n\n          Section 1.   Notices.  Whenever written notice is required by law, the\n          ---------    -------                                                  \nCertificate of Incorporation or these Bylaws, to be given to any director or\nstockholder, such notice may be given by mail, addressed to such director or\nstockholder, at his address as it appears on the records of the Corporation,\nwith postage thereon prepaid, and such notice shall be deemed to be given at the\ntime when the same shall be deposited in the United States mail.  Written notice\nmay also be given personally or by telegram, telex, cable or facsimile\ntransmission followed, if required by law, by deposit in the United States mail,\nwith postage prepaid.\n\n          Section 2.   Waivers of Notice.  Whenever any notice is required by\n          ---------    -----------------                                     \nlaw, the Certificate of Incorporation or these Bylaws, to be given to any\ndirector or stockholder, a waiver thereof in writing, signed by the person or\npersons entitled to said notice, whether before or after the time stated\ntherein, shall be deemed equivalent thereto.\n\n\n                                  ARTICLE VII\n\n                              GENERAL PROVISIONS\n                              ------------------\n\n          Section 1.   Disbursements.  All checks or demands for money and notes\n          ---------    -------------                                            \nof the Corporation shall be signed by such officer or officers or such other\nperson or persons as the Board of Directors may from time to time designate.\n\n                                      -14-\n\n \n          Section 2.   Fiscal Year.  The fiscal year of the Corporation shall be\n          ---------    -----------                                              \nfixed by resolution of the Board of Directors.\n\n          Section 3.   Voting Securities Owned by the Corporation.  Powers of\n          ---------    ------------------------------------------            \nattorney, proxies, waivers of notice of meeting, consents and other instruments\nrelating to securities owned by the Corporation may be executed in the name of\nand on behalf of the Corporation by the Chairman of the Board of Directors or\nthe President or any other officer or officers authorized by the Board of\nDirectors, the Chairman of the Board of Directors or the President, and any such\nofficer may, in the name of and on behalf of the Corporation, vote, represent\nand exercise on behalf of the Corporation all rights incident to any and all\nshares of any other corporation or corporations standing in the name of the\nCorporation and take all such action as any such officer may deem advisable to\nvote in person or by proxy at any meeting of security holders of any corporation\nin which the Corporation may own securities and at any such meeting shall\npossess and may exercise any and all rights and power incident to the ownership\nof such securities and which, as the owner thereof, the Corporation might have\nexercised and possessed if present.  The Board of Directors may, by resolution,\nfrom time to time confer like powers upon any other person or persons.\n\n\n                                 ARTICLE VIII\n\n                                INDEMNIFICATION\n                                ---------------\n\n          Section 1.   General.  The Corporation shall indemnify to the full\n          ---------    -------                                              \nextent authorized or permitted by law (as now or hereafter in effect) any person\nmade, or threatened to be made, a defendant or witness to any action, suit or\nproceeding (whether civil or criminal or otherwise) by reason of the fact that\nhe, his testator or intestate, is or was a director or officer of the\nCorporation or by reason of the fact that such director or officer, at the\nrequest of the Corporation, is or was serving any other corporation,\npartnership, joint venture, trust, employee benefit plan or other enterprise, in\nany capacity.  Nothing contained herein shall affect any rights to\nindemnification to which employees other than directors and officers may be\nentitled by law.  No amendment or repeal of this Section 1 shall apply to or\nhave any effect on any right to indemnification provided hereunder with respect\nto any acts or omissions occurring prior to such amendment or repeal.\n\n          Section 2.   Further Assurance.  In furtherance and not in limitation\n          ---------    -----------------                                       \nof the powers conferred by statute:\n\n                  (a)  the Corporation may purchase and maintain insurance on\nbehalf of any person who is or was a director, officer, employee or agent of the\nCorporation, or is serving at the request of the Corporation as a director,\nofficer, employee or agent of another corporation, partnership, joint venture,\ntrust, employee benefit plan or other enterprise against any liability asserted\nagainst him and incurred by him in any such capacity, or arising out of his\nstatus as\n\n                                      -15-\n\n \nsuch, whether or not the Corporation would have the power to indemnify him\nagainst such liability under the provisions of law; and\n\n                  (b)  the Corporation may create a trust fund, grant a security\ninterest and\/or use other means (including, without limitation, letters of\ncredit, surety bonds and\/or other similar arrangements), as well as enter into\ncontracts providing indemnification to the full extent authorized or permitted\nby law and including as part thereof provisions with respect to any or all of\nthe foregoing to ensure the payment of such amounts as may become necessary to\neffect indemnification as provided therein, or elsewhere.\n\n\n                                  ARTICLE IX\n\n                                  AMENDMENTS\n                                  ----------\n\n          Section 1.   General.  These Bylaws may be altered, amended or\n          ---------    -------                                          \nrepealed, in whole or in part, or new Bylaws may be adopted by either the\nholders of 66-2\/3% of the outstanding capital stock entitled to vote thereon or\nby the Board of Directors.\n\n\n                                   ARTICLE X\n\n                             EMERGENCY PROVISIONS\n                             --------------------\n\n          Section 1.   General.  The provisions of this Article X shall be\n          ---------    -------                                            \noperative only during a national emergency declared by the President of the\nUnited States or the person performing the President's functions, or in the\nevent of a nuclear, atomic or other attack on the United States or a disaster\nmaking it impossible or impracticable for the Corporation to conduct its\nbusiness without recourse to the provisions of this Article X.  Said provisions\nin such event shall override all other Bylaws of the Corporation in conflict\nwith any provisions of this Article X, and shall remain operative so long as it\nremains impossible or impracticable to continue the business of the Corporation\notherwise, but thereafter shall be inoperative; provided that all actions taken\nin good faith pursuant to such provisions shall thereafter remain in full force\nand effect unless and until revoked by action taken pursuant to the provisions\nof the Bylaws other than those contained in this Article X.\n\n          Section 2.   Unavailable Directors.  All directors of the Corporation\n          ---------    ---------------------                                   \nwho are not available to perform their duties as directors by reason of physical\nor mental incapacity or for any other reason or who are unwilling to perform\ntheir duties or whose whereabouts are unknown shall automatically cease to be\ndirectors, with like effect as if such persons had resigned as directors, so\nlong as such unavailability continues.\n\n                                      -16-\n\n \n          Section 3.   Authorized Number of Directors.  The authorized number of\n          ---------    ------------------------------                           \ndirectors shall be the number of directors remaining after eliminating those who\nhave ceased to be directors pursuant to Section 2 of this Article X, or the\nminimum number required by law, whichever number is greater.\n\n          Section 4.   Quorum.  The number of directors necessary to constitute\n          ---------    ------                                                  \na quorum shall be one-third of the authorized number of directors as specified\nin Section 3 of this Article X, or such other minimum number as, pursuant to the\nlaw or lawful decree then in force, it is possible for the Bylaws of a\nCorporation to specify.\n\n          Section 5.   Creation of Emergency Committee.  In the event the number\n          ---------    -------------------------------                          \nof directors remaining after eliminating those who have ceased to be directors\npursuant to Section 2 of this Article X is less than the minimum number of\nauthorized directors required by law, then until the appointment of additional\ndirectors to make up such required minimum, all the powers and authorities which\nthe Board of Directors could by law delegate including all powers and\nauthorities which the Board of Directors could delegate to a committee, shall be\nautomatically vested in an emergency committee, and the emergency committee\nshall thereafter manage the affairs of the Corporation pursuant to such powers\nand authorities and shall have all other powers and authorities as may by law or\nlawful decree be conferred on any person or body of persons during a period of\nemergency.\n\n          Section 6.   Constitution of Emergency Committee.  The emergency\n          ---------    -----------------------------------                \ncommittee shall consist of all the directors remaining after eliminating those\nwho have ceased to be directors pursuant to Section 2 of this Article X,\nprovided that such remaining directors are not less than three in number.  In\nthe event such remaining directors are less than three in number, the emergency\ncommittee shall consist of three persons, who shall be the remaining director or\ndirectors and either one or two officers or employees of the Corporation, as the\nremaining director or directors may in writing designate.  If there is no\nremaining director, the emergency committee shall consist of the three most\nsenior officers of the Corporation who are available to serve, and if and to the\nextent that officers are not available, the most senior employees of the\nCorporation.  Seniority shall be determined in accordance with any designation\nof seniority in the minutes of the proceedings of the Board, and in the absence\nof such designation, shall be determined by rate of remuneration.  In the event\nthat there are no remaining directors and no officers or employees of the\nCorporation available, the emergency committee shall consist of three persons\ndesignated in writing by the stockholder owning the largest number of shares of\nrecord as of the date of the last record date.\n\n          Section 7.   Powers of Emergency Committee.  The emergency committee,\n          ---------    -----------------------------                           \nonce appointed, shall govern its own procedures and shall have power to increase\nthe number of members thereof beyond the original number, and in the event of a\nvacancy or vacancies therein, arising at any time, the remaining member or\nmembers of the emergency committee shall have the power to fill such vacancy or\nvacancies.  In the event at any time after its appointment all members of the\nemergency committee shall die or resign or become unavailable to act for any\n\n                                      -17-\n\n \nreason whatsoever, a new emergency committee shall be appointed in accordance\nwith the foregoing provisions of this Article X.\n\n          Section 8.   Directors Becoming Available.  Any person who has ceased\n          ---------    ----------------------------                            \nto be a director pursuant to the provisions of Section 2 of this Article X and\nwho thereafter becomes available to serve as a director shall automatically\nbecome a member of the emergency committee.\n\n          Section 9.   Election of Board of Directors.  The emergency committee\n          ---------    ------------------------------                          \nshall, as soon after its appointment as is practicable, take all requisite\naction to secure the election of a board of directors, and upon such election\nall the powers and authorities of the emergency committee shall cease.\n\n          Section 10.  Termination of Emergency Committee.  In the event, after\n          ----------   ----------------------------------                      \nthe appointment of an emergency committee, a sufficient number of persons who\nceased to be directors pursuant to Section 2 of this Article X become available\nto serve as directors, so that if they had not ceased to be directors as\naforesaid, there would be enough directors to constitute the minimum number of\ndirectors required by law, then all such persons shall automatically be deemed\nto be reappointed as directors and the powers and authorities of the emergency\ncommittee shall be at an end.\n\n                                      -18-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7331],"corporate_contracts_industries":[9532],"corporate_contracts_types":[9573,9574],"class_list":["post-41571","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-disney-walt-co","corporate_contracts_industries-travel__services","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\/41571","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=41571"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41571"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41571"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41571"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}