EXHIBIT 3(II)
Published on October 29, 2009
Exhibit
3(ii)
Amendment
to Bylaws
Article Four, Sections A through D are
deleted and replaced with the following Sections A through E, and the
subsequent Sections thereof are renumbered consecutively:
Section A. Election
and Term of Office. The officers of the corporation shall be
elected by the board of directors at the regular annual meeting of the board,
unless the board shall otherwise determine, and shall consist of a chairman of
the board of directors, if so designated as an officer by the board, a chief
executive officer, a president, one or more vice presidents (any one or more of
whom may be designated “corporate,” “group,” or other functionally described
vice president), a corporate secretary, a treasurer, a controller, and may
include a vice-chairman of the board of directors and one or more assistant
secretaries and assistant treasurers. The board of directors may,
from time to time, designate a chief operating officer and a chief financial
officer from among the officers of the corporation. At any one time a
person may hold more than one office of the corporation. Only the
chairman and any vice-chairman of the board must be a director of the
corporation. Each officer shall continue in office until his
successor shall have been duly elected and qualified or until removed with or
without cause by the board of directors. Vacancies in any of such
offices may be filled for the unexpired portion of the term by the board of
directors.
Section B. Chairman
of the Board. The chairman of the board shall preside at all
meetings of the board of directors and of the shareholders. He shall
confer from time to time with members of the board and the officers of the
corporation and shall perform such other duties as may be assigned to him by the
board. Except where by law the signature of another officer is
required, the chairman of the board shall possess the power to sign all
certificates, deeds, mortgages, bonds, contracts and other instruments of the
corporation which may be authorized by the board of directors. During
the absence or inability to act of the chief executive officer, the chairman of
the board shall act as the chief executive officer of the corporation and shall
exercise all the powers and discharge all the duties of the chief executive
officer.
Section C. Vice-Chairman
of the Board. The vice-chairman of the board, if elected,
shall, in the absence of the chairman of the board, preside at all meetings of
the board of directors and of the shareholders. He shall have and
exercise the powers and duties of the chairman of the board in the event of the
chairman’s absence or inability to act or during a vacancy in the office of
chairman of the board. He shall possess the same power as the
chairman to sign all certificates, contracts, and other instruments of the
corporation which may be authorized by the board of directors. He
shall also have such other duties and responsibilities as shall be assigned to
him by the board of directors or the chairman.
Section D. The Chief
Executive Officer. The chief executive officer shall have
general charge, supervision and management of the business, affairs and
operations of the corporation in all respects, subject to such directions as the
board of directors may from time to time provide. The chief executive
officer shall be the senior executive officer of the corporation, shall perform
such other duties as are customarily incident to such office and shall have full
power and authority to see that all directions and resolutions of the board of
directors are carried out and, without limitation, the power and authority to
determine and direct:
|
|
(a)
|
the
management, supervision and coordination of all business divisions and
functional areas;
|
|
|
(b)
|
the
implementation of strategic objectives, the setting of operating
priorities and the allocation of human and material
resources;
|
|
|
(c)
|
the
management, supervision and coordination of all other executive officers
and all business division heads;
and
|
|
|
(d)
|
the
briefing of the directors at meetings of the board of directors concerning
the corporation's business, affairs and
operations.
|
The chief executive officer shall have
the power to sign and execute all certificates, deeds, mortgages, bonds,
contracts, and other instruments of the corporation as authorized by the board
of directors, except in cases where the signing and execution thereof shall be
expressly designated by the board of directors or by these bylaws to some other
officer or agent of the corporation.
Section E. The
President. The president shall perform such duties as the
board of directors or the chief executive officer shall from time to time
specify and other duties incident to the office of president and as are required
of him by these bylaws. The president shall have the power to sign
and execute all certificates, deeds, mortgages, bonds, contracts and other
instruments of the corporation as authorized by the board of directors, except
in cases where the signing and execution thereof shall be expressly designated
by the board of directors or by these bylaws to some other officer or agent of
the corporation.