WDR » Topics » ARTICLE 10 Miscellaneous

This excerpt taken from the WDR 8-K filed Feb 28, 2006.

ARTICLE VI.  MISCELLANEOUS

Section 1.               Certificates of Stock:

A certificate of stock or certificates of stock, signed by the Chairman of the Board or Vice Chairman of the Board, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, shall be adopted by the Board of Directors and shall be issued to each stockholder certifying the number of shares owned by such stockholder in the Corporation.  Any or all of the signatures may be facsimiles.

Section 2.               Lost Certificates:

The Board of Directors may order a new certificate or certificates of stock to be issued in the place of any certificate(s) of the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be

 

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lost, stolen or destroyed.  When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate(s), or his legal representative, to advertise the same in such manner as it shall require and/or give the Corporation or its authorized agent a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate(s) alleged to have been lost, stolen or destroyed.  Notwithstanding the foregoing, the Board of Directors may, at their discretion refuse to replace any certificate of stock save upon the order of some court having jurisdiction in such matter and may cause such legend to be inscribed on the new certificate(s) as in the Board of Directors’ discretion may be necessary to prevent loss to the Corporation.

Section 3.               Transfer of Shares:

(a)           The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to the authorized agent of the Corporation, by whom they shall be canceled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the stock and transfer books.

(b)           The Corporation may decline to register on its stock books transfers of stock standing in the name of infants, unless (i) the law of the state of which the infant is a resident relieves the Corporation of all liability therefore in case the infant or anyone acting for him thereafter elects to rescind such transfer, or (ii) a court having jurisdiction of the infant and the subject matter enters a valid decree authorizing such transfer.

Section 4.               Fractional Shares:

No fractional part of a share of stock shall ever be issued by the Corporation.

Section 5.               Stockholders Record Date:

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than 60 nor less than ten days before the date of such meeting, nor more than 60 days prior to any other action.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 6.               Dividends:

Subject to the provisions of the Certificate of Incorporation, the Board of Directors may, out of funds legally available therefore at any regular or special meeting, declare dividends upon

 

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the capital stock of the Corporation as and when they deem expedient.  Before declaring any dividend there may be set apart out of any fund of the Corporation available for dividends, such sum(s) as the directors from time to time in their discretion deem proper for working capital or to serve as a fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the Corporation.  The Corporation may decline to pay cash dividends to infant stockholders except where full and valid release may be granted by the infant or under a decree of court of competent jurisdiction.

Section 7.               Seal:

The corporate seal shall consist of two concentric circles between which shall be “WADDELL & REED FINANCIAL, INC.” with a representation of the Corporate Logogram in the center.

Section 8.               Fiscal Year:

The fiscal year of the Corporation shall be the calendar year or such other period as shall be determined by resolution of the Board of Directors.

Section 9.               Checks:

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer(s) or agent(s) of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 10.             Form of Records:

Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books may be kept on or by means of, or be in the form of, diskettes or any other information storage device or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time.  The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to any provision of the Delaware General Corporation Law.

Section 11.             Notice:

(a)  Except as otherwise specifically provided in these Bylaws (including, without limitation, the provisions of Article VI, Section 11(b) below) or required by law, all notices required to be given pursuant to these Bylaws shall be in writing and may in every instance be effectively given by hand delivery (including use of a delivery service), by depositing such notice in the United States mail, postage prepaid, or by sending such notice by prepaid telegram, telex, overnight express courier, mailgram or facsimile.  Any such notice shall be addressed to the person to whom notice is to be given at such person’s address as it appears on the records of the Corporation.  The notice shall be deemed given (i) in the case of hand delivery, when received by the person to whom notice is to be given or by any person accepting such notice on behalf of such person, (ii) in the case of delivery by mail, upon deposit in the mail, (iii) in the

 

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case of delivery by overnight express courier, when dispatched, and (iv) in the case of delivery via telegram, telex, mailgram or facsimile, when dispatched.

(b) Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under any provision of the Delaware General Corporation Law, the Certificate of Incorporation, or these Bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be in accordance with Delaware General Corporation Law and shall be revocable by the stockholder by written notice to the Corporation. Any such consent shall be deemed revoked if (i) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent, and (ii) such inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.  Notice given pursuant to this Article VI, Section 11(b) shall be deemed given: (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting or (B) the giving of such separate notice; and (iv) if by any other form of electronic transmission, when directed to the stockholder.

(c) An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the Corporation that the notice has been given in writing or by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

Section 12.             Waiver of Notice:

Whenever notice is required to be given under any provision of these Bylaws, a written waiver of notice, signed by the person entitled to notice, or waiver by electronic transmission by such person, whether before or after the time stated therein, shall be deemed equivalent to notice.  Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any waiver of notice.

These excerpts taken from the WDR 10-Q filed Nov 1, 2005.

Miscellaneous

 

Section 10.1Withholding.  If any Award granted under the Plan is or becomes subject to any withholding requirement, the Committee may require the Awardee to remit such withholding as a condition to exercising an Option or any portion thereof, or to receiving any Shares underlying an Award of Restricted Stock or the lapsing of restrictions thereon.

 

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Section 10.2Compliance with SEC Regulations.  All grants, vesting, lapsing of restrictions, and exercises of Awards under the Plan shall be executed in accordance with the requirements of Section 16 of the Exchange Act, and any regulations promulgated thereunder, to the extent applicable.  To the extent that any of the provisions contained herein do not conform with Rule 16b-3 of the Exchange Act or any amendments thereto or any successor regulations, then the Committee may make such modifications so as to conform the Plan and any Awards granted thereunder to the requirements of Rule 16b-3.

Section 10.3Validity.  In the event that any provision of the Plan or any related Award Agreement is held to be invalid, void or unenforceable, the same shall not affect, in any respect whatsoever, the validity of any other provision of the Plan or any related Award Agreement.

Section 10.4Inurement of Rights and Obligations.  The rights and obligations under the Plan and any related agreements shall inure to the benefit of, and shall be binding upon the Company, its successors and assigns, and the Non-Employee Directors and their beneficiaries.

Section 10.5Titles.  Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of the Plan.

Section 10.6Governing Law.  The Plan shall be construed, governed and enforced in accordance with the laws of the State of Delaware, except as such laws are preempted by applicable Federal law.

Section 10.7.  Tax Status of Plan.  The Plan is not intended to be a “nonqualified deferred compensation plan” under Section 409A of the Code and shall be construed and administered accordingly.  If any term or provision contained herein would otherwise cause the Plan to be characterized as a “nonqualified deferred compensation plan” under Section 409A of the Code, then, without further action by the Company, such term or provision shall automatically be modified to the extent necessary to avoid such characterization.

ARTICLE 10
Miscellaneous

Section 10.1.  Withholding.  If any Award granted under the Plan is or becomes subject to any withholding requirement, the Committee may require the Awardee to remit such withholding as a condition to exercising an Option or any portion thereof, or to receiving any Shares underlying an Award of Restricted Stock or the lapsing of restrictions thereon.

Section 10.2.  Compliance with SEC Regulations.  All grants, vesting, lapsing of restrictions, and exercises of Awards under the Plan shall be executed in accordance with the requirements of Section 16 of the Exchange Act, and any regulations promulgated thereunder, to the extent applicable.  To the extent that any of the provisions contained herein do not conform with Rule 16b-3 of the Exchange Act or any amendments thereto or any successor regulations, then the Committee may make such modifications so as to conform the Plan and any Awards granted thereunder to the requirements of Rule 16b-3.

Section 10.3.  Validity.  In the event that any provision of the Plan or any related Award Agreement is held to be invalid, void or unenforceable, the same shall not affect, in any respect whatsoever, the validity of any other provision of the Plan or any related Award Agreement.

Section 10.4.  Inurement of Rights and Obligations.  The rights and obligations under the Plan and any related agreements shall inure to the benefit of, and shall be binding upon the Company, its successors and assigns, and the Eligible Executives and their beneficiaries.

Section 10.5.  Titles.  Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of the Plan.

Section 10.6.  Governing Law.  The Plan shall be construed, governed and enforced in accordance with the laws of the State of Delaware, except as such laws are preempted by applicable Federal law.

 

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Section 10.7.  Tax Status of Plan.  The Plan is not intended to be a “nonqualified deferred compensation plan” under Section 409A of the Code and shall be construed and administered accordingly.  If any term or provision contained herein would otherwise cause the Plan to be characterized as a “nonqualified deferred compensation plan” under Section 409A of the Code, then, without further action by the Company, such term or provision shall automatically be modified to the extent necessary to avoid such characterization.

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