By-Laws. The corporate by-laws are the basic rules that are laid down by the stockholders to govern the management of the administrative affairs of the corporation. In small corporations, where practically all of the stockholders are also the directors, by-laws are usually reduced to a minimum or are dispensed with entirely. However, in large corporations they are extremely important because they serve as a grant of authority to the directors and officers and also, in a measure, set forth their duties and obligations. With the exception of special features and arrangements, by-laws have become more or less standardized, at least in so far as the general topics treated are concerned. In this respect the by-laws of the United States Steel Corporation may be looked upon as a standard. FORM 29 BY-LAWS OF UNITED STATES STEEL CORPORATION AS ON SEPTEMBER 24, 1918 1 ARTICLE I STOCKHOLDERS SECTION 1. Annual Meeting. The annual meeting of the stockholders of the Company shall be held annually at the principal Stock- office of the Company in the State of New Jersey, at twelve o'clock noon, on the third Monday in April in each year, if not a legal holiday, and if a legal holiday then on the next succeeding Monday not a legal holiday, for the purpose of electing directors, and for the transaction of such other business as may be brought before the meeting; and the terms of office of the directors of the several classes shall continue until the election of their successors at such meeting as provided in Article II. hereof. Date of 1 By courtesy of the United States Steel Corporation. It shall be the duty of the Secretary to cause notice of each annual meeting to be published once in each of the four calendar weeks next preceding the meeting in at least one Advertising Notice of newspaper in each of the following places: Jersey Meeting. City, N. J., New York, N. Y., Chicago, Ill., and Pittsburgh, Pa. Nevertheless, a failure to publish such notice, or any irregularity in such notice, or in the publication thereof, shall not affect the validity of any annual meeting, or of any proceedings at any such meeting. SECTION 2. Special Meetings. Special meetings of the stockholders may be held at the principal office of the Company in the State of New Jersey, whenever called in writing, or by vote by a majority of the Board of Directors. Special Notice of each special meeting, indicating briefly the object or objects thereof, shall by the Secretary be published once in each of the four calendar weeks next preceeding the Advertising Notice of meeting, in at least one newspaper in each of the Meetings. following places: Jersey City, N. J., New York, N. Y., Chicago, Ill., and Pittsburgh, Pa. Nevertheless if all the stockholders shall waive notice of a special meeting, no notice of such meeting shall be required; and whenever all the stockholders shall meet in person or by proxy, such meeting shall be valid for all purposes without call or notice, and at such meeting any corporate action may be taken. SECTION 3. Quorum. At any meeting of the stockholders the holders of one-third of all of the shares of the capital stock of the Company, present in person or represented by Quorum. proxy, shall constitute a quorum of the stockholders for all purposes, unless the representation of a larger number shall be required by law, and, in that case, the representation of the number so required, shall constitute a quorum. If the holders of the amount of stock necessary to constitute a quorum shall fail to attend in person or by proxy at the time and place fixed by these by-laws for an annual meeting, or fixed by notice as above provided for a special meeting called by the directors, a majority in interest of the stockholders present in person or by proxy may adjourn, from time to time, without notice other than by announcement at the meeting, until holders of the amount of stock requisite to constitute a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. SECTION 4. Organization. The Chairman of the Board and in his absence, the Chairman of the Finance Committee, and in the absence of both, the President, shall call meetings of the stockholders to order, and shall act as chairman of such meetings. The Board of Directors or Finance Committee may appoint any stockholder to act Organization. Chairman. as chairman of any meeting in the absence of the Chairman of the Board and of the Chairman of the Finance Committee and of the President. The Secretary of the Company shall act as secretary at all meetings of the stockholders: but in the absence of the secretary at any meeting of the stockholders the presiding officer may appoint any person to act as secretary of the meeting. Secretary. SECTION 5. Voting. At each meeting of the stockholders, every stockholder shall be entitled to vote in person, or by proxy appointed by instrument in writing, subscribed by Voting. such stockholder or by his duly authorized attorney, and delivered to the inspectors at the meeting; and he shall have one vote for each share of stock standing registered in his name at the time of the closing of the transfer books for said meeting. The votes for directors, and, upon demand of any stockholder, the votes upon any question before the meeting, shall be by ballot. At each meeting of the stockholders, a full, true and complete list, in alphabetical order, of all of the stockholders, entitled to vote at such meeting, and indicating the number List of Stock- of shares held by each, certified by the Secretary or holders. by the Treasurer, shall be furnished. Only the persons in whose names shares of stock stand on the books of the Company at the time of the closing of the transfer books for such meeting, as evidenced by the list of stockholders so furnished, shall be entitled to vote in person or by proxy on the shares so standing in their names. Prior to any meeting, but subsequent to the time of closing the transfer books for such meeting, any proxy may submit his powers of attorney to the Secretary, or to the Treasurer, for examination. The certificate of the Secretary, or of the Treas urer, as to the regularity of such powers of attorney, and as to the number of shares held by the persons who severally and respectively executed such powers of attorney, shall be received as prima facie evidence of the number of shares represented by the holder of such powers of attorney for the purpose of establishing the presence of a quorum at such meeting and of organizing the same, and for all other purposes. Inspectors SECTION 6. Inspectors. At each meeting of the stockholders, the polls shall be opened and closed, the proxies and ballots shall be received and be taken in charge, and all questions touching the qualification of voters and the validity of Election. of proxies and the acceptance or rejection of votes, shall be decided by three inspectors. Such inspectors shall be appointed by the Board of Directors before or at the meeting, or, if no such appointment shall have been made, then by the presiding officer at the meeting. If for any reason any of the inspectors previously appointed shall fail to attend or refuse or be unable to serve, inspectors in place of any so failing to attend or refusing or unable to attend, shall be appointed in like manner. SECTION 1. Directors. ARTICLE II BOARD OF DIRECTORS Number, Classification and Term of Office. The business and the property of the Company shall be managed and controlled by the Board of Directors. As provided in the certificate of incorporation, the directors shall be classified in respect of the time for which they shall severally hold office, by dividing them into three classes, each class consisting of one-third of the whole number of the Board of Directors. The directors of the first class shall be elected for a term of one year; the directors of the second class shall be elected for a term of two years, and the directors of the third class shall be elected for Classification. a term of three years. At each annual election, the successors to the directors of the class whose term shall expire in that year, shall be elected to hold office for the term of three years, so that the term of office of one class of directors shall expire in each year. Terms of each Class. Number of The number of directors shall be fifteen; but the number of directors may be altered from time to Directors. time by the alteration of these by-laws. In case of any increase of the number of directors, the additional directors shall be elected by the directors then in office; one-third of such additional directors for the unexpired portion of the term of one year; one-third for the unexpired portion of of the term of two years, and one-third for the unexpired portion of the term of three years, so that each class of directors shall be increased equally. Every director shall be a holder of at least one share of the capital stock of the Company. Each director shall serve for the term for which he shall have been elected, and until his successor shall have been duly chosen. Directors must be Stockholders. Polls open one hour. At all elections of the directors, the polls shall remain open for at least one hour, unless every registered owner of shares has sooner voted in person or by proxy, or in writing has waived the statutory provision. SECTION 2. Vacancies. In case of any vacancy in the directors of any class through death, resignation, disqualification or other cause, the remaining directors, by affirmative vote of the majority thereof, may elect a successor to hold office for the unexpired portion of the term of the director whose place shall be vacant, and until the election of his successor. Such vacancy shall be filled upon and after nominations therefor shall have been made by the Finance Committee. Vacancies in Board. SECTION 3. Place of Meeting, etc. The directors may hold their meetings, and may have an office and keep the books of the Company (except as otherwise may be provided for by law) in such place or places in the State of New Jersey or outside of the State of New Jersey, Place of as the Board from time to time may determine. |