HSBC Holdings Regulatory News (HSBA)

5 Mar 2007 12:46

HSBC Holdings PLC05 March 2007 Exhibit 3(ii) HSBC USA INC. BY-LAWS (As Amended and Restated effective February 5, 2007) 207 BY-LAWS OF HSBC USA INC. ARTICLE I OFFICES Section 1.1 The principal office of HSBC USA Inc. (the "Corporation") in theState of Maryland shall be in the City of Baltimore, State of Maryland. Section 1.2 The Corporation may also have offices at such other place or places,both within and without the State of Maryland, as the Board of Directors, or thePresident of the Corporation acting under delegated authority, may from time totime determine. ARTICLE II STOCKHOLDERS Section 2.1 Place of Stockholders' Meetings. Meetings of the Corporation'sstockholders shall be held at such place in the United States as is set fromtime to time by the Corporation's Board of Directors. Section 2.2 Annual Meetings of Stockholders. An annual meeting of theCorporation's stockholders shall be held in April each year. At each annualmeeting, the Corporation's stockholders shall elect a Board of Directors andtransact such other business as may properly be brought before the meeting inaccordance with these By-Laws. Except as the Charter or statute providesotherwise, any business may be considered at an annual meeting without thepurpose of the meeting having been specified in the notice. Failure to hold anannual meeting does not invalidate the Corporation's corporate existence oraffect any otherwise valid corporate acts of the Corporation. Section 2.3 Special Meetings of Stockholders. At any time in the intervalbetween annual meetings, a special meeting of the Corporation's stockholders maybe called by the Chairman of the Board or the President or by a majority of theCorporation's Board of Directors by vote at a meeting or in writing (addressedto the Corporate Secretary of the Corporation) with or without a meeting.Special meetings of the Corporation's stockholders shall be called by theCorporate Secretary on the written request of stockholders of the Corporationentitled to cast at least 25 percent of all the votes entitled to be cast at themeeting. A stockholders' request for a special meeting shall state the purposeof the meeting and the matters proposed to be acted on at it. The CorporateSecretary shall inform the stockholders who make the request of the reasonablyestimated costs of preparing and mailing a notice of meeting and, on payment ofthese costs to the Corporation, notify each stockholder entitled to notice ofthe meeting. Unless requested by stockholders entitled to cast a majority of allthe votes entitled to be cast at the meeting, a special meeting need not becalled to consider any matter which is substantially the same as a matter votedon at any special meeting of stockholders of the Corporation held in thepreceding 12 months. Business transacted at any special meeting of stockholdersshall be limited to the purpose stated in the notice thereof. Section 2.4 Notice of Stockholders' Meetings; Waiver of Notice. Not less than 10days nor more than 90 days before the date of every stockholders' meeting, theCorporate Secretary shall give to each stockholder entitled to vote at suchmeeting written notice stating the time and place of the meeting and, in thecase of a special meeting or if notice of the purpose is required by statute,the purpose or purposes for which the meeting is called, either by mail or bypresenting it to him personally or by leaving it at his residence or usual placeof business. If mailed, such notice shall be deemed to be given when depositedin the United States mail addressed to the stockholder at his address as itappears on the records of the Corporation, with postage thereon prepaid.Notwithstanding the foregoing provisions, a waiver of notice in writing, signedby the person or persons entitled to such notice and filed with the records ofthe meeting, whether before or after the holding thereof, or actual attendanceat the meeting in person or by proxy, shall be deemed equivalent to the givingof such notice to such persons. 208 Section 2.5 Quorum at Stockholders' Meetings; Voting; Adjournments. Unless anystatute or the Charter provides otherwise, at each meeting of the Corporation'sstockholders, the presence in person or by proxy of stockholders entitled tocast a majority of all the votes entitled to be cast at the meeting constitutesa quorum, and a majority of all the votes cast at a meeting at which a quorum ispresent is sufficient to approve any matter which properly comes before themeeting, except that a plurality of all votes cast at a meeting at which aquorum is present is sufficient to elect a director. Whether or not a quorum ispresent, a meeting of stockholders convened on the date for which it was calledmay be adjourned from time to time without further notice by a majority vote ofthe stockholders present in person or by proxy to a date not more than 120 daysafter the original record date. Any business which might have been transacted atthe meeting as originally notified may be deferred and transacted at any suchadjourned meeting at which a quorum is present. Section 2.6 General Right to Vote; Proxies. Unless the Charter provides for agreater or lesser number of votes per share or limits or denies voting rights,each outstanding share of stock, regardless of class, is entitled to one vote oneach matter submitted to a vote at a meeting of stockholders; however, a shareis not entitled to be voted if any installment payable on it is overdue andunpaid. In all elections of directors, each share of stock may be voted for asmany persons as there are directors to be elected and for whose election theshare is entitled to be voted. A stockholder may vote the stock the stockholderowns of record either in person or by proxy. A stockholder may sign a writingauthorizing another person to act as proxy. Signing may be accomplished by thestockholder or the stockholder's authorized agent signing the writing or causingthe stockholder's signature to be affixed to the writing by any reasonablemeans, including facsimile signature. A stockholder may authorize another personto act as proxy by transmitting, or authorizing the transmission of, a telegram,cablegram, datagram, or other means of electronic transmission to the personauthorized to act as proxy or to a proxy solicitation firm, proxy supportservice organization, or other person authorized by the person who will act asproxy to receive the transmission. Unless a proxy provides for a longer period,it is not valid more than eleven months after its date. A proxy is revocable bya stockholder at any time without condition or qualification unless the proxystates that it is irrevocable and the proxy is coupled with an interest. Theinterest with which a proxy may be coupled includes an interest in the stock tobe voted under the proxy or another general interest in the Corporation or itsassets or liabilities. Section 2.7 List of Stockholders. At each meeting of stockholders, a full, trueand complete list of all stockholders entitled to vote at such meeting, showingthe number and class of shares held by each and certified by the transfer agentfor such class or by the Corporate Secretary, shall be furnished by theCorporate Secretary. Section 2.8 Conduct of Voting. At all meetings of stockholders, unless thevoting is conducted by inspectors, the proxies and ballots shall be received,and all questions touching the qualification of voters and the validity ofproxies, the acceptance or rejection of votes and procedures for the conduct ofbusiness not otherwise specified by these By-Laws, the Charter or law, shall bedecided or determined by the chairman of the meeting. If demanded bystockholders, present in person or by proxy, entitled to cast 10% in number ofvotes entitled to be cast, or if ordered by the chairman of the meeting, thevote upon any election or question shall be taken by ballot. Before any meetingof the stockholders, the Board of Directors may appoint persons to act asinspectors of election at the meeting and any adjournment thereof. If noinspectors of election are so appointed, the chairman of the meeting may, and onthe request of stockholders, present in person or by proxy, entitled to cast 10%in number of votes entitled to be cast, shall, appoint inspectors of election atthe meeting. The number of inspectors shall be either one or more. If inspectorsare appointed at a meeting on the request of stockholders, the holders of amajority of shares present in person or by proxy shall determine whether one ormore inspectors are to be appointed. No candidate for election as a director ata meeting shall serve as an inspector thereat. If any person appointed asinspector fails to appear or fails or refuses to act, the chairman of themeeting may, and upon the request of a stockholder shall, appoint a person tofill that vacancy. The inspectors shall determine the number of sharesoutstanding and the voting power of each, the shares represented at the meeting,the existence of a quorum, and the authenticity, validity and effect of proxies;receive votes, ballots or consents; hear and determine all challenges andquestions in any way arising in connection with the right to vote; count andtabulate all votes or consents; determine when polls shall close; determine theresult; and do any other acts that may be proper to conduct the election or votewith fairness to all stockholders. Unless so demanded or ordered, no vote needbe by ballot and voting need not be conducted by inspectors. 209 Section 2.9. Advance Notice Provisions for Election of Directors. Only personswho are nominated in accordance with the following procedures shall be eligiblefor election as directors of the Corporation. Nominations of persons forelection to the Board of Directors may be made at any annual meeting ofstockholders, or at any special meeting of stockholders called for the purposeof electing directors, (a) by or at the direction of the Board of Directors (orany duly authorized committee thereof) or (b) by any stockholder of theCorporation (i) who is a stockholder of record on the date of the giving of thenotice provided for in this Section 2.9 and on the record date for thedetermination of stockholders entitled to vote at such meeting and (ii) whocomplies with the notice procedures set forth in this Section 2.9. To be timely, a stockholder's notice must be delivered to or mailed and receivedby the Corporate Secretary at the principal executive offices of the Corporation(a) in the case of an annual meeting, not less than 120 days nor more than 150days prior to the first anniversary of the preceding year's annual meeting;provided, however, that in the event that the date of the annual meeting isadvanced by more than 30 days or delayed by more than 60 days from suchanniversary date, notice by the stockholder to be timely must be so deliverednot earlier than the 150th day prior to such annual meeting and not later thanthe close of business on the later of the 120th day prior to such annual meetingor the 10th day following the day on which public announcement of the date ofsuch meeting is first made; and (b) in the case of a special meeting ofstockholders called for the purpose of electing directors, not later than theclose of business on the 10th day following the day on which notice of the dateof the special meeting was mailed or public disclosure of the date of thespecial meeting was made, whichever first occurs. To be in proper written form, a stockholder's notice to the Corporate Secretarymust set forth (a) as to each person whom the stockholder proposes to nominatefor election as a director, all information relating to such person that isrequired to be disclosed in connection with solicitations of proxies forelection of directors pursuant to Regulation 14A of the Securities Exchange Actof 1934, as amended (the "Exchange Act"), and the rules and regulationspromulgated thereunder; and (b) as to the stockholder giving the notice, (i) thename and address of such stockholder as they appear on the Corporation's booksand of the beneficial owner, if any, on whose behalf the nomination is made,(ii) the class or series and number of shares of capital stock of theCorporation which are owned beneficially or of record by such stockholder andsuch beneficial owner, (iii) a description of all arrangements or understandingsbetween such stockholder and each proposed nominee and any other person orpersons (including their names) pursuant to which the nomination(s) are to bemade by such stockholder, (iv) a representation that such stockholder intends toappear in person or by proxy at the meeting to nominate the persons named in itsnotice and (v) any other information relating to such stockholder that would berequired to be disclosed in a proxy statement or other filings required to bemade in connection with solicitations of proxies for election of directorspursuant to Regulation 14A of the Exchange Act and the rules and regulationspromulgated thereunder. Such notice must be accompanied by a written consent ofeach proposed nominee to be named as a nominee and to serve as a director ifelected. No person shall be eligible for election as a director of the Corporation unlessnominated in accordance with the procedures set forth in this Section 2.9. Ifthe chairman of the meeting determines that nomination was not made inaccordance with the foregoing procedures, the chairman shall declare to themeeting that the nomination was defective and such defective nomination shall bedisregarded. No adjournment or postponement of a meeting of stockholders shallcommence a new period for the giving of notice of a stockholder proposalhereunder. Section 2.10. Advance Notice Provisions for Business to be Transacted at AnnualMeeting. No business may be transacted at an annual meeting of stockholders,other than business that is either (a) specified in the notice of meeting (orany supplement thereto) given by or at the direction of the Board of Directors(or any duly authorized committee thereof), (b) otherwise properly broughtbefore the annual meeting by or at the direction of the Board of Directors (orany duly authorized committee thereof) or (c) otherwise properly brought beforethe annual meeting by any stockholder of the Corporation (i) who is astockholder of record on the date of the giving of the notice provided for inthis Section 2.10 and on the record date for the determination of stockholdersentitled to vote at such annual meeting and (ii) who complies with the noticeprocedures set forth in this Section 2.10. 210 To be timely, a stockholder's notice must be delivered to or mailed and receivedby the Corporate Secretary at the principal executive offices of the Corporationnot less than 120 days nor more than 150 days prior to the first anniversary ofthe preceding year's annual meeting; provided, however, that in the event thatthe date of the annual meeting is advanced by more than 30 days or delayed bymore than 60 days from such anniversary date, notice by the stockholder to betimely must be so delivered not earlier than the 150th day prior to such annualmeeting and not later than the close of business on the later of the 120th dayprior to such annual meeting or the 10th day following the day on which publicannouncement of the date of such meeting is first made. To be in proper written form, a stockholder's notice to the Corporate Secretarymust set forth as to each matter such stockholder proposes to bring before theannual meeting (i) a brief description of the business desired to be broughtbefore the annual meeting and the reasons for conducting such business at theannual meeting, (ii) the name and address of such stockholder as they appear onthe Corporation's books and of the beneficial owner, if any, on whose behalf theproposal is made, (iii) the class or series and number of shares of capitalstock of the Corporation which are owned beneficially or of record by suchstockholder and such beneficial owner, (iv) a description of all arrangements orunderstandings between such stockholder and any other person or persons(including their names) in connection with the proposal of such business by suchstockholder and any material interest of such stockholder in such business, and(v) a representation that such stockholder intends to appear in person or byproxy at the annual meeting to bring such business before the meeting. No business shall be conducted at the annual meeting of stockholders exceptbusiness brought before the annual meeting in accordance with the procedures setforth in Section 2.09 or in this Section 2.10, provided, however, that oncebusiness has been properly brought before the annual meeting in accordance withsuch procedures, nothing in Section 2.09 nor in this Section 2.10 shall bedeemed to preclude discussion by any stockholder of any such business. If thechairman of an annual meeting determines that business was not properly broughtbefore the annual meeting in accordance with the foregoing procedures, thechairman shall declare to the meeting that the business was not properly broughtbefore the meeting and such business shall not be transacted. No adjournment orpostponement of a meeting of stockholders shall commence a new period for thegiving of notice of a stockholder proposal hereunder. ARTICLE III DIRECTORS Section 3.1 The number of directors of the Corporation which shall constitutethe whole of the Corporation's Board of Directors (the "Board") shall not beless than three nor more than thirty. Within the limits above specified, thenumber of directors constituting the Board shall be determined by resolution ofthe Board or by the Corporation's stockholders at the Annual Meeting, but thetenure of office of a director shall not be affected by any decrease in thenumber of directors so made by the Board. The directors shall be elected at theAnnual Meeting of stockholders, except as provided in Section 3.2 of thisArticle, and each director elected shall hold office until the succeeding AnnualMeeting of stockholders or until his successor is elected and qualified.Directors need not be stockholders. Section 3.2 Vacancies and newly created directorships resulting from anyincrease in the authorized number of directors may be filled by a majority ofthe directors then in office, though less than a quorum, or by a sole remainingdirector, and the directors so chosen shall hold office until the next AnnualMeeting and until their successors are duly elected and shall qualify, unlesssooner displaced. Section 3.3 The business of the Corporation shall be managed by its Board, whichmay exercise all such powers of the Corporation and do all such lawful acts andthings as are not by statute or by the Articles of Incorporation or by theseBy-Laws directed or required to be exercised or done by the stockholders. Thedirectors shall choose from among their number a Chairman of the Board. 211 Section 3.4 At any meeting of stockholders, duly called and at which a quorum ispresent, the stockholders may, by the affirmative vote of the holders of amajority of the votes entitled to be cast on the election or removal of suchdirector, remove any director or directors from office and may elect a successoror successors to fill any resulting vacancies for the unexpired terms of removeddirectors. In case such a removal occurs but the stockholders entitled to votethereon fail to fill any resulting vacancies, such vacancies may be filled bythe Board of Directors pursuant to Section 3.2. MEETINGS OF THE BOARD OF DIRECTORS Section 3.5 The Board may hold meetings, both regular and special, either withinor without the State of Maryland. Section 3.6 After each meeting of stockholders at which a Board of Directorsshall have been elected, the Board of Directors so elected shall meet, as soonas practicable, for the purpose of organization and the transaction of otherbusiness; and, in the event that no other time is designated by thestockholders, the Board of Directors shall meet one hour after the time for suchstockholders' meeting or immediately following the close of such meeting,whichever is later, on the day of such meeting. No notice of such meeting shallbe necessary if held as hereinabove provided. Section 3.7 Regular meetings of the Board shall be held at such time and placeas designated by the Board. No notice of a Regular Meeting shall be required ifthe meeting is held according to a Schedule of Regular Meetings approved by theBoard. Section 3.8 Special Meetings of the Board may be called by the Chairman or thePresident upon notice to each director, either personally, by mail, by telex orby telegram. Special Meetings shall be called by the President or Secretary inlike manner and on like notice upon the written request of three or moredirectors. Notice of the place, day and hour of every Special Meeting shall begiven to each director at least twenty-four (24) hours before the time of themeeting, by delivering the same to him personally, by telephone, by telex, bytelegraph, or by delivering the same at his residence or usual place ofbusiness, or, in the alternative, by mailing such notice at least seventy-two(72) hours before the time of the meeting, postage paid, and addressed to him athis last known post office address, according to the records of the Corporation.Unless required by the By-Laws or by resolution of the Board of Directors, nonotice of any meeting of the Board of Directors need state the business to betransacted thereat. No notice of any meeting of the Board of Directors need begiven to any director who attends, or to any director who, in writing executedand filed with the records of the meeting either before or after the holdingthereof, waives such notice. Any meeting of the Board of Directors, Annual orSpecial, may adjourn from time to time to reconvene at the same or some otherplace, and no notice need be given of any such adjourned meeting other than byannouncement. Section 3.9 One third of the entire Board shall constitute a quorum at anymeeting except as may be otherwise specifically provided by statute or by theArticles of Incorporation. If a quorum shall not be present at any meeting ofthe Board, the directors present thereat may adjourn the meeting from time totime, without notice other than announcement at the meeting, until a quorumshall be present. Members of the Board or any committee designated thereby mayparticipate in a meeting of the Board or any such committee by means of aconference telephone or similar communications equipment by means of which allpersons participating in the meeting can hear each other at the same time andparticipation by such means shall constitute presence in person at such meeting. Section 3.10 Unless otherwise restricted by the Articles of Incorporation orthese By-Laws, any action required or permitted to be taken at any meeting ofthe Board or of any committee thereof may be taken without a meeting, if allmembers of the Board or committee, as the case may be, consent thereto, inwriting or writings and the writing or writings are filed with the minutes ofthe proceedings of the Board or committee. Section 3.11 On any question on which the Board of Directors shall vote, thenames of those voting and their votes shall be entered in the minutes of themeeting when any member of the Board so requests. 212 COMMITTEES OF DIRECTORS Section 3.12 Executive Committee. The Board of Directors may appoint from amongits members an Executive Committee of not less than three directors and one ofwhich shall be appointed Chairman of the Executive Committee. When the Board ofDirectors is not in session, the Executive Committee shall have and mayexercise, in the absence of or subject to any restrictions which the Board ofDirectors may from time to time impose, all of the powers of the Board ofDirectors in the management of the business and affairs of the Corporation,except the power to authorize dividends on stock, elect directors, issue stockother than as provided in the next sentence, recommend to the stockholders anyaction which requires stockholder approval, amend these By-Laws, or approve anymerger or share exchange which does not require stockholder approval. If theBoard of Directors has given general authorization for the issuance of stockproviding for or establishing a method or procedure for determining the numberof shares to be issued, a committee of the Board, in accordance with thatgeneral authorization or any stock option or other plan or program adopted bythe Board of Directors, may authorize or fix the terms of stock subject toclassification or reclassification and the terms on which any stock may beissued, including all terms and conditions required or permitted to beestablished or authorized by the Board of Directors. Section 3.13 Audit Committee. The Board shall designate an Audit Committee,which shall hold office until the next annual meeting of the Board following theannual meeting of stockholders, consisting of not less than three of itsmembers, other than officers of the Corporation, and whose duty it shall be tomake an examination at least once during each calendar year and within 15 monthsof the last such examination into the affairs of the Corporation including theadministration of fiduciary powers, or cause suitable examinations to be made byauditors responsible only to the Board and to report the result of suchexamination in writing to the Board. Such report shall state whether theCorporation is in a sound condition, whether adequate internal controls andprocedures are being maintained and shall recommend to the Board such changes inthe manner of conducting the affairs of the Corporation as shall be deemedadvisable. Section 3.14 Other Committees. The Board of Directors may appoint any othercommittees, each of which shall be composed of one or more directors, asdetermined by the Board from time to time. Such other committees shall have suchpowers, subject to the same limitations as are applicable to the ExecutiveCommittee under Section 3.12, as shall be designated by the Board from time totime. Section 3.15 Committee Procedure. Each committee shall keep minutes of itsproceedings when exercising powers of the Board of Directors and may fix rulesof procedure for its business. A majority of the members of a committee shallconstitute a quorum for the transaction of business and the act of a majority ofthose present at a meeting at which a quorum is present shall be the act of thecommittee. The members of a committee present at any meeting, whether or notthey constitute a quorum, may appoint an eligible director to act in the placeof an absent member. Any action required or permitted to be taken at a meetingof a committee may be taken without a meeting, if an unanimous written consentwhich sets forth the action is signed by each member of the committee and filedwith the minutes of the committee. The members of a committee may conduct anymeeting thereof by conference telephone in accordance with the provisions ofSection 3.9. COMPENSATION OF DIRECTORS Section 3.16 The Board shall fix the amounts to be paid directors for theirservices as directors and for their attendance at the meetings of the Board orof committees or otherwise. No director who receives a salary from theCorporation shall receive any fee for attending meetings of the Board or of anyof its committees. RESIGNATION OF DIRECTORS Section 3.17 Any director may resign at any time either by oral tender of suchresignation at any meeting of the Board or to the Chairman or President or bygiving written notice thereof to the Corporation. Any resignation shall beeffective immediately, unless a date certain is specified for it to take effect. 213 ARTICLE IV OFFICERS Section 4.1 The Corporation shall have a President, a Corporate Secretary and aTreasurer who shall be the Chief Financial Officer, and who need not bedirectors. The Corporation shall also have a Chairman of the Board and aChairman of the Executive Committee, and may have one or more Vice Chairmen,each of whom shall be directors. The Board shall designate who shall serve asChief Executive Officer, who shall have general supervision of the business andaffairs of the Corporation. The Corporation may also have one or moreVice-Presidents, assistant and subordinate officers, other officers notdesignated by these By-Laws, and agents as it shall deem necessary, none of whomneed be a director. A person may hold more than one office in the Corporationexcept that no person may serve concurrently as both President andVice-President of the Corporation. Section 4.2 Chairman of the Board. The Chairman of the Board shall be a directorand shall preside at all meetings of the Board and of the Stockholders at whichhe shall be present. Section 4.3 Chairman of the Executive Committee. The Chairman of the ExecutiveCommittee shall be a director and shall chair meetings of the ExecutiveCommittee, supervise and carry out policies adopted or approved by the Board andexercise such further powers and duties as are, from time to time, conferredupon or assigned to him by the Board. The Chairman of the Executive Committeeshall also serve as Lead Director for the Board. The duties and responsibilitiesof the Chairman of the Executive Committee as Lead Director are as follows: i) The Chairman of the Executive Committee shall be informed by, and counsel, the Chairman and Chief Executive Officer on material strategy, policy, and management matters. ii) The Chairman of the Executive Committee shall be available to advise and counsel the Chief Executive Officer on any matter relating to the Corporation. iii) The Chairman of the Executive Committee shall offer the Chief Executive Officer counsel as to special interests and concerns of Directors and will act as principal liaison between the Independent Directors and the Chairman. iv) In the absence or inability of the Chairman or Chief Executive Officer to act, the Chairman of the Executive Committee shall perform those duties of the Chairman pertaining to Board functions. v) The Chairman of the Executive Committee shall recommend to the Chairman the retention of consultants or other experts who would report directly to the Board. vi) The Chairman of the Executive Committee shall advise the Chairman as to the quality, quantity and timeliness of the flow of information from the Corporation that is necessary for the Directors to effectively and responsibly perform their duties. vii) The Chairman of the Executive Committee shall chair in camera discussions requested by the Independent Directors. viii) The Chairman of the Executive Committee shall serve as an ex-officio member of each of the committees of the Board. ix) The Chairman of the Executive Committee shall work with the Chairman and other independent directors to give advice to the Chairman in the development of Board membership. Section 4.4 Vice Chairman. Each Vice Chairman, if one or more be elected, shallbe a director and shall perform such duties and may have such other powers asare, from time to time, assigned to him by the Board. 214 Section 4.5 President. The President shall be a director. The President mayexecute, in the name of the Corporation, all authorized deeds, mortgages, bonds,contracts or other instruments, except in cases in which the execution thereofshall have been expressly delegated to some other officer or agent of theCorporation. In general, he shall perform such duties usually performed by apresident of a corporation and shall perform such other duties and may have suchother powers as are from time to time assigned to him by the Board. Section 4.6 Chief Executive Officer. The Chief Executive Officer shall exercisegeneral supervision over the policies and business affairs of the Corporationand the carrying out of the policies adopted or approved by the Board. TheChairman of the Board or the President may at the same time be appointed ChiefExecutive Officer. Except as otherwise provided by these By-Laws, he shall havepower to determine the duties to be performed by the officers appointed asprovided in Section 4.9 of these By-Laws, and to employ and discharge officersand employees. Except as otherwise provided by the By-Laws or the Board, heshall be a member ex officio of all committees authorized by these By-Laws orcreated by the Board. In the absence of the Chairman of the Board and thePresident, he shall preside at all meetings of the Board and of shareholders. Section 4.7 Chief Administrative Officer. The Board may appoint a ChiefAdministrative Officer and said officer shall have such powers and duties as maybe assigned by the Board or the Chief Executive Officer. Section 4.8 Corporate Secretary. The Corporate Secretary shall attend allmeetings of the stockholders and all meetings of the Board and record, or causeto be recorded, all the procedures of the meetings of the stockholders and theBoard in books to be kept for that purpose. The Corporate Secretary may performlike duties for the standing committees when required. He shall, as required,give, or cause to be given, notice of all meetings of the stockholders andmeetings of the Board. He shall have custody of the corporate seal of theCorporation and he, or a Deputy or Associate or Assistant Corporate Secretary,shall affix the same to any instrument which is required or desired to be underits seal and when so affixed, it may be attested by his signature or by thesignature of such Deputy or Associate or Assistant Corporate Secretary. TheBoard may give general authority to any other officer to affix the seal of theCorporation and to attest the affixing by his signature. In general, theCorporate Secretary shall perform all duties incident to the office of asecretary of a corporation, and shall perform such other duties and may havesuch other powers as are from time to time assigned to him by the Board, theChief Executive Officer or the President. Section 4.9 Deputy Corporate Secretary, Associate Corporate Secretary andAssistant Corporate Secretary. The Deputy Corporate Secretary or the AssociateCorporate Secretary or the Assistant Corporate Secretary, or if there be morethan one, each of them, may, in the absence of the Corporate Secretary or duringhis inability or refusal to act, perform the duties and exercise the powers ofthe Corporate Secretary and shall perform such other duties and have such otherpowers as are from time to time assigned to each of them by the Board, the ChiefExecutive Officer, the President or the Corporate Secretary. Section 4.10 Treasurer. The Treasurer shall be the Chief Financial Officer andshall have charge of and be responsible for all corporate funds and securitiesand shall keep, or cause to be kept, full and accurate accounts of receipts anddisbursements in books belonging to the Corporation and shall deposit, or causeto be deposited, all moneys and other valuable effects, in the name and to thecredit of the Corporation, in such depositories as may from time to time bedesignated. He shall render to the Board, the Chief Executive Officer or thePresident, when so required, an account of the financial condition of theCorporation. In general, the Treasurer shall perform all the duties incident tothe office of a treasurer of a corporation, and shall perform such other dutiesand may have such other powers as are from time to time assigned to him by theBoard, the Chief Executive Officer or the President. Section 4.11 Executive and Other Senior Officers. The Board shall by resolutiondetermine from time to time those officers whose appointment shall requireapproval by the Board or a committee of the Board. Each such officer shall havesuch powers and duties as may be assigned by the Board, a committee of theBoard, the President or the Chief Executive Officer. 215 Section 4.12 Other Officers. The President or the Chief Executive Officer or hisdesignee may appoint all officers whose appointment does not require approval bythe Board or a committee of the Board, and assign to them such titles, as fromtime to time may appear to be required or desirable to transact the business ofthe Corporation. Each such officer shall have such powers and duties as may beassigned by the Board, the President or the Chief Executive Officer. Section 4.13 Tenure of Office. The Chairman of the Board, the President and theChief Executive Officer shall hold office for the current year for which theBoard was elected, unless they shall resign, become disqualified, or be removed.All other officers shall hold office until their successors have been appointedand qualify unless they shall resign, become disqualified or be removed. TheBoard shall have the power to remove the Chairman of the Board, the Presidentand the Chief Executive Officer. The Board or the President or the ChiefExecutive Officer or his designee shall have the power to remove all otherofficers and employees. Any vacancy occurring in the offices of Chairman of theBoard, President or Chief Executive Officer shall be filled promptly by theBoard. Section 4.14 Compensation. The Board shall by resolution determine from time totime the officers whose compensation will require approval by the Board or acommittee of the Board. The Chief Executive Officer shall fix the compensationof all officers and employees whose compensation does not require approval bythe Board. ARTICLE V CERTIFICATES OF STOCK Section 5.1 Every holder of stock in the Corporation shall be entitled to have acertificate, signed by, or in the name of the Corporation by the Chairman of theBoard or President or a Vice President and the Treasurer or an AssistantTreasurer, or the Secretary or a Deputy or Associate or Assistant Secretary ofthe Corporation, certifying the number of shares owned by him in theCorporation. Section 5.2 Where a certificate is manually countersigned (1) by a transferagent, other than the Corporation or its employee, or, (2) by a registrar, otherthan the Corporation or its employee, any other signature on the certificate maybe facsimile. In case any officer, transfer agent or registrar who has signed orwhose facsimile signature has been placed upon a certificate shall have ceasedto be such officer, transfer agent or registrar before such certificate issigned, it may be issued by the Corporation with the same effect as if he weresuch officer, transfer agent or registrar at the date of issue. LOST CERTIFICATES Section 5.3 The Board may authorize a new certificate or certificates to beissued in place of any certificate or certificates theretofore issued by theCorporation alleged to have been lost, stolen or destroyed, upon the making ofan affidavit of that fact by the person claiming the certificate of stock to belost, stolen or destroyed. When authorizing such issue of a new certificate orcertificates, the Board may, in its discretion and as a condition precedent tothe issuance thereof, require the owner of such lost, stolen or destroyedcertificate or certificates, or his legal representative, to advertise the samein such manner as it shall require and/or to give the Corporation a bond in suchsum as it may direct as indemnity against any claim that may be made against theCorporation with respect to the certificate alleged to have been lost, stolen ordestroyed. TRANSFER OF STOCK Section 5.4 Upon surrender to the Corporation or the transfer agent of theCorporation of a certificate for shares duly endorsed or accompanied by properevidence of succession, assignment or authority to transfer, it shall be theduty of the Corporation to issue a new certificate to the person entitledthereto, cancel the old certificate and record the transaction upon its books. 216 Section 5.5 The Board may, at its discretion, appoint one or more banks or trustcompanies in New York City, and in such other city or cities as the Board maydeem advisable, including any banking subsidiary of the Corporation, from timeto time, to act as transfer agent(s) and registrar(s) of the stock of theCorporation. FIXING RECORD DATE Section 5.6 The Board is hereby empowered to fix, in advance, a date as therecord date for the purpose of determining stockholders, or stockholdersentitled to receive payment of any dividend or the allotment of any rights, orin order to make determination of stockholders for any other proper purpose.Such date in any case shall be not more than ninety (90) days, and in case of ameeting of stockholders, not less than ten (10) days, prior to the date of whichthe particular action, requiring such determination of stockholders is to betaken. In lieu of fixing a record date, the Board may provide that the stocktransfer books shall be closed for a stated period but not to exceed, in anycase, twenty (20) days. If the stock transfer books are closed for the purposeof determining stockholders entitled to notice of or to vote at a meeting ofstockholders, such books shall be closed for at least ten (10) days immediatelypreceding such meeting. STOCK LEDGER Section 5.7 Original or duplicate stock ledgers, containing the name andaddresses of the stockholders of the Corporation and the number of shares ofeach class held by them respectively, shall be kept at the offices of a transferagent for the particular class of stock, within or without the State ofMaryland, or, if none, at a principal office or the principal executive officesof the Corporation. REGISTERED STOCKHOLDERS Section 5.8 The Corporation shall be entitled to recognize the exclusive rightof a person registered on its books as the owner of shares to receive dividends,and to vote as such owner, and to hold liable for calls and assessments a personregistered on its books as the owner of shares, and shall not be bound torecognize any equitable or other claim to or interest in such share or shares onthe part of any other person, whether or not it shall have express or othernotice thereof, except as otherwise provided by the laws of Maryland. ARTICLE VI GENERAL PROVISIONS DIVIDENDS Section 6.1 Subject to the provisions of the Articles of Incorporation,dividends, if any, may be declared by the Board at any meeting, pursuant to thelaw. EXECUTION OF INSTRUMENTS Section 6.2 All agreements, indentures, mortgages, deeds, conveyances,transfers, certificates, declarations, receipts, discharges, releases,satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds,undertakings, proxies and other instruments or documents may be signed,executed, acknowledged, verified, delivered or accepted on behalf of theCorporation by the Chairman of the Board, or the President, or the ChiefExecutive Officer, or the Secretary, or any Vice President, or any other officeror employee designated by the Board or the Chief Executive Officer or hisdesignee. Any such instruments may also be executed, acknowledged, verified,delivered or accepted in behalf of the Corporation in such other manner and bysuch other officers as the Board may from time to time direct. The provisions ofthis Section 6.2 are supplementary to any other provisions of these By-Laws.Each of the foregoing authorizations shall be at the pleasure of the Board, andeach such authorization by the Chief Executive Officer or his designee alsoshall be at the pleasure of the Chief Executive Officer. 217 FISCAL YEAR Section 6.3 The fiscal year of the Corporation shall be the calendar year. SEAL Section 6.4 The Corporation's seal shall have inscribed thereon the name of theCorporation and the words "Corporate Seal, Maryland". The seal may be used bycausing it or a facsimile thereof to be impressed or affixed or reproduced orotherwise. SHARES OF OTHER CORPORATIONS Section 6.5 The Chairman of the Board, the President, any Vice President, andthe Secretary is each authorized to vote, represent and exercise on behalf ofthe Corporation all rights incident to any and all shares of any othercorporation or corporations standing in the name of the Corporation. Theauthority herein granted to said officer to vote or represent on behalf of theCorporation any and all shares held by the Corporation in any other corporationor corporations may be exercised either by said officer in person or by anyother person authorized so to do by proxy or power of attorney duly executed bysaid officers. Notwithstanding the above, however, the Board, in its discretion,may designate by resolution the person to vote or represent said shares of othercorporations. RECORDS Section 6.6 The By-Laws and the proceedings of all meeting of the shareholders,the Board, and standing committees of the Board, shall be recorded inappropriate minute books provided for the purpose. The minutes of each meetingshall be signed by the Secretary or other officer appointed to act as Secretaryof the meeting. EMERGENCY OPERATIONS Section 6.7 In the event of war or warlike damage or disaster of sufficientseverity to prevent the conduct and management of the affairs, business, andproperty of the Corporation by its directors and officers as contemplated bythese By-Laws, any two or more available members of the then incumbent Boardshall constitute a quorum for the full conduct and management of the affairs,business, and property of the Corporation. This By-Law shall be subject toimplementation by resolutions of the Board passed from time to time for thatpurpose, and any provisions of these By-Laws (other than this Section) and anyresolutions which are contrary to the provisions of this Section or to theprovisions of any such implementary resolutions shall be suspended until itshall be determined by any interim Board acting under this Section that it shallbe to the advantage of the Corporation to resume the conduct and management ofits affairs, business, and property under all of the other provisions of theseBy-Laws. 218 RIGHT TO INDEMNIFICATION Section 6.8 (a) . Each person who was or is made a party or is threatened to bemade a party to or is otherwise involved in any action, suit or proceeding,whether civil, criminal, administrative or investigative, by reason of the factthat he is or was a director or officer of the Corporation or, while a directoror officer of the Corporation is or was serving at the request of theCorporation as a director, officer, employee or agent of another corporation orof a partnership, joint venture, trust or other enterprise, including servicewith respect to an employee benefit plan (an "Indemnitee"), whether the basis ofsuch proceeding is alleged action in an official capacity as a director,officer, employee or agent or in any other capacity while serving as a directoror officer, shall be indemnified and held harmless by the Corporation to thefullest extent authorized by the Annotated Code of Maryland, as the same existsor may hereafter be amended, against all expense, liability and loss (includingattorneys' fees, judgments, fines, ERISA excise taxes or penalties and amountspaid in settlement) reasonably incurred or suffered by such Indemnitee inconnection therewith and such indemnification shall continue as to an Indemniteewho has ceased to be a director or officer and shall inure to the benefit of theIndemnitee's heirs, executors and administrators; provided, however, that,except as provided in Section 6.8(b) hereof with respect to proceedings toenforce rights to indemnification, the Corporation shall indemnify any suchIndemnitee in connection with a proceeding (or party thereof) initiated by suchIndemnitee only if such proceeding (or part thereof) was authorized by theBoard. The right to indemnification conferred in this Section 6.8 shall be acontract right and shall include the right to be paid by the Corporation theexpenses incurred in defending any such proceeding in advance of its finaldisposition; provided, however, that, if the Annotated Code of Maryland sorequires, an advancement of expenses incurred by an Indemnitee shall be madeonly upon delivery to the Corporation of an undertaking, by or on behalf of suchIndemnitee, to repay all amounts so advanced if it shall ultimately bedetermined by final judicial decision from which there is no further right toappeal that such Indemnitee is not entitled to be indemnified for such expensesunder this Section or otherwise. (b) Right of Indemnitee to Bring Suit. If a claim under paragraph(a) of this Section 6.8 is not paid in full by the Corporation within sixty daysafter a written claim has been received by the Corporation, except in the caseof a claim for an advancement of expenses, in which case the applicable periodshall be twenty days, the Indemnitee may at any time thereafter bring suitagainst the Corporation to recover the unpaid amount of the claim. If successfulin whole or in part in any such suit, or in a suit brought by the Corporation torecover an advancement of expenses pursuant to the terms of such Indemnitee'sundertaking the Indemnitee shall be entitled to be paid the expense ofprosecuting or defending such suit. In any suit brought by the Indemnitee toenforce a right to indemnification hereunder it shall be a defense that, and inany suit by the Corporation to recover an advancement of expenses pursuant tothe terms of an undertaking the Corporation shall be entitled to recover suchexpenses upon a final adjudication that, the Indemnitee has not met theapplicable standard of conduct set forth in the Annotated Code of Maryland.Neither the failure of the Corporation to have made a determination prior to thecommencement of such suit that indemnification of the Indemnitee is proper inthe circumstances because the Indemnitee has met the applicable standard ofconduct set forth in the Annotated Code of Maryland, nor an actual determinationby the Corporation that the Indemnitee has not met such applicable standard ofconduct, shall create a presumption that the Indemnitee has not met theapplicable standard of conduct or, in the case of such a suit brought by theIndemnitee, be a defense to such suit. In any suit brought by the Indemnitee toenforce a right to indemnification or to an advancement of expenses hereunder,or by the Corporation to recover an advancement of expenses pursuant to theterms of an undertaking by the Indemnitee, the Corporation shall have the burdenof proving that the Indemnitee is not entitled to be indemnified, or to suchadvancement of expenses, under this Section 6.8 or otherwise. (c) Non-Exclusivity of Rights. The rights to indemnification and tothe advancement of expenses conferred in this Section 6.8 shall not be exclusiveof any other right which any person may have or hereafter acquire under anystatute, the Corporation's Certificate of Incorporation, By-Law, agreement, voteof shareholders or disinterested directors or otherwise. (d) Indemnification of Employees and Agents of the Corporation. TheCorporation may, to the extent authorized from time to time by the Board, grantrights to indemnification, and to the advancement of expenses to any employee oragent of the Corporation to the fullest extent of the provisions of this Section6.8 with respect to the indemnification and advancement of expenses of directorsand officers of the Corporation. 219 (e) Insurance. The Corporation may maintain insurance, at itsexpense, to protect itself and any director, officer, employee or agent of theCorporation or another corporation, partnership, joint venture, trust or otherenterprise against any expense, liability or loss, whether or not theCorporation would have the power to indemnify such person against such expenseliability or loss under the Delaware General Corporation Law, as the same existsor may hereafter be amended. ARTICLE VII AMENDMENTS Section 7.1 The By-Laws may be added to, amended, altered or repealed at anyregular meeting of the Board, by a vote of a majority of the total number of thedirectors, or at any meeting of shareholders, duly called and held, by amajority of the stock represented at such meeting. ARTICLE VIII Section 8.1 Notwithstanding any other provision of the charter of theCorporation or these By-Laws, Title 3, Subtitle 7 of the Corporations andAssociations Article of the Annotated Code of Maryland (or any successorstatute) shall not apply to the acquisition of all of the common stock, $5.00par value per share, of the Corporation by HSBC Holdings plc, an English publiclimited company, pursuant to that certain Transaction Agreement and Plan ofMerger, dated May 10, 1999, as amended by Amendment No. 1, dated November 8,1999, and as may be further amended from time to time, by and among HSBCHoldings Plc, the Corporation, Safra Republic Holdings S.A., a societe anonymeorganized and existing under the laws of Luxembourg, and RNYC MergerCorporation, a Maryland corporation, and to the other transactions contemplatedthereby. Section 8.2 Notwithstanding any other provision of the charter of theCorporation or these By-Laws, Title 3, Subtitle 7 of the Corporations andAssociations Article of the Annotated Code of Maryland (or any successorstatute) shall not apply to the grant by the Corporation of the option to HSBCHoldings Plc, an English public limited company, pursuant to that certain StockOption Agreement, dated May 10, 1999, between the Corporation and HSBC of sharesof the Corporation's common stock pursuant thereto. Section 8.3 Notwithstanding any other provision of the charter of theCorporation or these By-Laws, Title 3, Subtitle 7 of the Corporations andAssociations Article of the Annotated Code of Maryland (or any successorstatute) shall not apply to the Stockholders Agreement, dated May 10, 1999, asamended by Amendment No. 1 to the Stockholders Agreement, dated November 8,1999, and as may be further amended from time to time, among HSBC, an Englishpublic limited company, RNYC Holdings Limited, a Gibraltar corporation,Congregation Beit Yaakov, Saban S.A., a Panamanian corporation, Mr. Edmond J.Safra, HSBC North America Inc., a Delaware corporation, and in part, theCorporation, or the exercise by HSBC of its rights thereunder. 220 This information is provided by RNS The company news service from the London Stock Exchange