Transcription
Amended and Restated BylawsUnited Parcel Service, Inc.(a Delaware corporation)November 17, 2017
TABLE OF CONTENTSPageARTICLE I. Offices. 1Section 1.Registered Office . 1Section 2.Other Offices . 1ARTICLE II. Meetings of Stockholders. . 1Section 1.Annual Meetings of Stockholders . 1Section 2.Special Meetings . 1Section 3.Notice of Meetings . 1Section 4.List of Stockholders . 2Section 5.Quorum . 2Section 6.Adjourned or Recessed Meeting . 3Section 7.Organization . 3Section 8.Business and Order of Business . 4Section 9.Voting; Director Nominees . 49.1Generally . 49.2Voting in Director Elections . 49.3Voting on Other Matters . 59.4Submission of Information by Director Nominees . 5Section 10. Notice of Stockholder Business and Nominations. 610.1 Annual Meeting . 610.2 Special Meetings . 910.3 General . 10Section 11. Proxy Access for Director Nominations . 10Section 12. Remote Communications . 17ARTICLE III. Board of Directors. . 18Section 1.General Powers . 18Section 2.Number, Qualifications, Election and Terms of Office . 18Section 3.Quorum and Manner of Action . 18Section 4.Place of Meeting, etc. 18Section 5.RESERVED . 18Section 6.Regular Meetings . 18Section 7.Special Meetings; Notice . 18Section 8.Organization . 19Section 9.Order of Business; Rules and Regulations. 19Section 10. Resignations . 19Section 11. Removal of Directors . 19Section 12. Vacancies . 19Section 13. Fees . 20Section 14. The Chairman of the Board. 20Section 15. The Vice Chairman of the Board . 20ARTICLE IV. Committees. . 20Section 1.How Constituted, Powers, Name . 20i
Section 2.Section 3.Section 4.Section 5.Section 6.Section 7.Section 8.Term of Office and Vacancies . 20Organization . 21Resignations . 21Removal . 21Meetings . 21Quorum and Manner of Acting . 22Fees . 22ARTICLE V. Officers. . 22Section 1.Numbers . 22Section 2.Election, Term of Office and Qualifications. 22Section 3.Subordinate Officers . 22Section 4.Removal . 22Section 5.Resignations . 22Section 6.Vacancies . 23Section 7.The Chief Executive Officer . 23Section 8.The President . 23Section 9.Executive Vice Presidents, Senior Vice Presidents and Vice Presidents . 23Section 10. The Secretary . 23Section 11. Assistant Secretaries . 23Section 12. The Treasurer . 23Section 13. Assistant Treasurers . 24Section 14. Indemnification . 24ARTICLE VI. Contracts, Checks, Drafts, Bank Accounts, etc. . 27Section 1.Signature Authority. 27Section 2.Loans . 27Section 3.Checks, Drafts, etc. . 27Section 4.Deposits. 28Section 5.General and Special Bank Accounts . 28Section 6.Proxies. 28ARTICLE VII. Shares and Their Transfer. . 28Section 1.Stock Certificates . 28Section 2.Transfer of Shares . 29Section 3.Addresses of Stockholders . 29Section 4.Lost, Destroyed and Mutilated Certificates . 29Section 5.Regulations . 29Section 6.Record Date . 29Section 7.Examination of Books by Stockholders . 29Section 8.Treasury Stock . 30ARTICLE VIII. Dividends, Surplus, etc. . 30ARTICLE IX. Seal. 30ARTICLE X. Fiscal Year. . 30ARTICLE XI. Forum for Adjudication of Disputes. . 30ii
Section 1.Section 2.Forum . 30Enforceability. 31ARTICLE XII. Emergency Bylaws. . 31ARTICLE XIII. Amendments. . 31iii
ARTICLE I.Offices.Section 1. Registered Office. The registered office of United Parcel Service, Inc.(hereinafter called the Corporation), in the State of Delaware, shall be in the City of Wilmington,County of New Castle, or at such other location within the State of Delaware as determined bythe Board of Directors of the Corporation. The Corporation’s registered agent in Delaware shallbe Corporation Service Company, subject to change by the Board of Directors which may byresolution appoint, or change, the Corporation’s registered agent in Delaware in the manner andto the extent permitted by Delaware law.Section 2. Other Offices. The Corporation may also have an office or offices at suchother place or places either within or outside the State of Delaware as the Board of Directors mayfrom time to time determine or the business of the Corporation requires.ARTICLE II.Meetings of Stockholders.Section 1. Annual Meetings of Stockholders. The annual meeting of the stockholdersfor the election of directors of the Corporation and for the transaction of such other business asmay properly come before the meeting shall be held at such date, time and place, if any, eitherwithin or without the State of Delaware, as may be designated from time to time by resolution ofthe Board of Directors. The Board of Directors may postpone, reschedule or cancel anypreviously scheduled annual meeting.Section 2. Special Meetings. Subject to the rights of any series of Preferred Stock, aspecial meeting of the stockholders for any purpose or purposes, unless otherwise proscribed bystatute, may be called at any time by the Chairman of the Board or by the Board of Directors.The Board of Directors may postpone, reschedule or cancel any previously scheduled specialmeeting.Section 3. Notice of Meetings. Except as otherwise required by law, notice of eachmeeting of the stockholders, whether annual or special, shall be given not less than ten nor morethan sixty days before the day on which the meeting is to be held, to each stockholder of recordentitled to vote at such meeting by delivering a written or printed notice thereof to him or herpersonally, or by mailing at least ten days before the day on which such meeting is to be held,postage prepaid, to his or her address as it appears on the records of the Corporation. Withoutlimiting the manner by which notice otherwise may be given effectively to stockholders andexcept as otherwise required by law, any notice to stockholders may be given by electronictransmission to the extent permitted by Section 232 of the Delaware General Corporation Law.Every such notice shall state the time and place of the meeting, if any, but need not state thepurposes thereof except as otherwise required by law, the Certificate of Incorporation or theseBylaws. Whenever notice is required to be given by law or under the Certificate of Incorporationor these Bylaws, a written waiver, signed by the person entitled to notice, or a waiver byelectronic transmission by the person entitled to notice, whether before or after the time statedtherein, 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 theexpress purpose of objecting at the beginning of the meeting, to the transaction of any businessbecause the meeting is not lawfully called or convened. Neither the business to be transacted at,nor the purpose of, any regular or special meeting need be specified in any written waiver ofnotice or any waiver by electronic transmission unless so required by the Certificate ofIncorporation or these Bylaws. An affidavit that notice has been given, executed by theSecretary, Assistant Secretary or any transfer agent or other agent of the Corporation, shall beprima facie evidence of the facts stated in the notice in the absence of fraud. Notice of anyadjourned meeting of the stockholders shall not be required to be given, except where expresslyrequired by law.Section 4. List of Stockholders. The Corporation shall prepare, at least ten days beforeevery meeting of the stockholders, a complete list of the stockholders entitled to vote thereat.Such list shall be arranged in alphabetical order, and shall show the address of each stockholderand the number of shares registered in the name of each stockholder, provided that nothing inthis Section 4 shall require the Corporation to include electronic mail addresses or otherelectronic contact information on such list. For said ten days such list shall be open to theexamination of any stockholder for any purpose germane to the meeting (a) on a reasonablyaccessible electronic network, provided that the information required to gain access to such list isprovided with the notice of meeting or (b) during ordinary business hours, at the principal placeof business of the Corporation, and shall, if the meeting is to be held at a place, also be producedand kept at the time and place of the meeting during the whole time thereof, and may beexamined by any stockholder who may be present. If the meeting is to be held solely by meansof remote communication, then the list shall also be open to the examination of any stockholderduring the whole time of the meeting on a reasonably accessible electronic network, and theinformation required to access such list shall be provided with the notice of the meeting. In theevent that the Corporation determines to make the list available on an electronic network, theCorporation may take reasonable steps to ensure that such information is available only tostockholders of the Corporation. Except as otherwise required by law, the original or a duplicatestock ledger shall be the only evidence as to who are the stockholders entitled to examine suchlists or to vote in person or by proxy at such meeting.Section 5. Quorum. At each meeting of the stockholders, the presence, in person or byproxy, of the holders of record of shares of capital stock of the Corporation entitling the holdersthereof to cast a majority of the votes entitled to be cast by the holders of shares of capital stockof the Corporation entitled to vote thereat shall constitute a quorum for the transaction ofbusiness except where otherwise provided by law or by the Certificate of Incorporation; providedthat, in no event shall a quorum consist of less than such number of votes as may be requiredunder the Delaware General Corporation Law. In the absence of a quorum, any person entitled topreside or act as Chairman of such meeting shall have the power to adjourn the meeting fromtime to time, in the manner provided in Section 6 of this Article II, until stockholders holding therequisite amount of voting power shall be present or represented. At any such adjourned meetingat which a quorum may be present, any business may be transacted which might have beentransacted at the meeting as originally called. The absence from any meeting of the numberrequired by law or by the Certificate of Incorporation or by these Bylaws for action upon anygiven matter shall not prevent action at such meetings upon any other matter or matters whichmay properly come before the meeting, if the number of stockholders required in respect of such2
other matter or matters shall be present. Subject to applicable law, if a quorum initially ispresent at any meeting of stockholders, the stockholders may continue to transact business untiladjournment or recess, notwithstanding the withdrawal of enough stockholders to leave less thana quorum, but if a quorum is not present at least initially, no business other than adjournment orrecess may be transacted.Section 6. Adjourned or Recessed Meeting. Any annual or special meeting of thestockholders, whether or not a quorum is present, may be adjourned or recessed for any reasonfrom time to time by the Chairman of such meeting, subject to any rules and regulations adoptedby the Board of Directors pursuant to Section 7(b) of this Article II. Any such meeting may beadjourned for any reason (and may be recessed if a quorum is not present or represented) fromtime to time by a majority of the voting power of the stock present in person or represented byproxy at the meeting and entitled to vote thereon. At any such adjourned or recessed meeting atwhich a quorum may be present, any business may be transacted that might have been transactedat the meeting as originally called.Section 7.Organization.(a)The Chairman of the Board, or in his or her absence, a person designated by theBoard of Directors or by the Chairman of the Board, shall call meetings of the stockholders toorder and shall preside at and act as Chairman thereof. The Secretary, or, in his or her absence,an Assistant Secretary, shall act as secretary at all meetings of the stockholders. In the absencefrom any such meeting of the Secretary and the Assistant Secretary or secretaries, the Chairmanof the meeting may appoint any person present to act as secretary of the meeting.(b)The date and time of the opening and the closing of the polls for each matter uponwhich the stockholders shall vote at a meeting of stockholders shall be announced at the meeting.The Board of Directors may adopt such rules and regulations for the conduct of any meeting ofstockholders as it shall deem appropriate. Except to the extent inconsistent with such rules andregulations as adopted by the Board of Directors, the Chairman of the meeting shall have theauthority to adopt and enforce such rules and regulations for the conduct of any meeting ofstockholders and the safety of those in attendance as, in the judgment of the Chairman, arenecessary, appropriate or convenient for the conduct of the meeting. Rules and regulations forthe conduct of meetings of stockholders, whether adopted by the Board of Directors or by theChairman of the meeting, may include without limitation, establishing: (i) an agenda or order ofbusiness for the meeting; (ii) rules and procedures for maintaining order at the meeting and thesafety of those present; (iii) limitations on attendance at or participation in the meeting tostockholders entitled to vote at the meeting, their duly authorized and constituted proxies andsuch other persons as the Chairman of the meeting shall permit; (iv) restrictions on entry to themeeting after the time fixed for the commencement thereof; (v) limitations on the time allottedfor consideration of each agenda item and for questions and comments by participants; (vi)regulations for the opening and closing of the polls for balloting and matters which are to bevoted on by ballot (if any); and (vii) procedures (if any) requiring attendees to provide theCorporation advance notice of their intent to attend the meeting. Subject to any rules andregulations adopted by the Board of Directors, the Chairman of the meeting may convene and,for any or no reason, from time to time, adjourn and/or recess any meeting of stockholderspursuant to Section 6 of this Article II. The Chairman of the meeting, in addition to making any3
other determinations that may be appropriate to the conduct of the meeting, shall have the powerto declare that a nomination or other business was not properly brought before the meeting if thefacts warrant (including if a determination is made, pursuant to clause (6) of subsection 10.1 ofthis Article II, that a nomination or other business was not made or proposed, as the case may be,in accordance with Section 10 of this Article II), and if such Chairman should so declare, suchnomination shall be disregarded or such other business shall not be transacted.Section 8. Business and Order of Business. At each annual meeting of the stockholderssuch business may be transacted as may properly be brought before such meeting, whether or notsuch business is stated in the notice of such meeting or in a waiver of notice thereof except asotherwise expressly required in the Certificate of Incorporation, these Bylaws or by law. Theorder of business at all meetings of the stockholders shall be determined by the Chairman of themeeting.Section 9.9.1Voting; Director Nominees.Generally.Each stockholder of the Corporation shall, except as otherwise required by law, at everymeeting of the stockholders be entitled to such number of votes, in person or by proxy, for eachshare of the capital stock of the Corporation registered in his or her name on the books of theCorporation, as provided in the Certificate of Incorporation. Any vote on shares may be given bythe stockholder entitled thereto in person or by his or her proxy appointed in any mannerpermitted by law; provided, however, that no proxy shall be voted on after three years from itsdate unless said proxy provides for a longer period. Except as otherwise provided by statute, thevote on any question need not be by ballot.9.2Voting in Director Elections.At every meeting of stockholders for the election of directors, duly called and held atwhich a quorum is present, each director shall be elected by the affirmative vote of the majorityof the votes cast; provided, that if (a) the Secretary receives a notice that a stockholder hasnominated a person for election to the Board of Directors in compliance with the requirementsfor stockholder nominees for director set forth in Section 10 or Section 11 of this Article II, and(b) such nomination has not been withdrawn by such stockholder on or before the date that isfive business days in advance of the date the Corporation files its definitive proxy statement(regardless of whether or not thereafter revised or supplemented) with the Securities andExchange Commission (the “SEC”) such that the number of nominees exceeds the number ofdirectors to be elected, the directors shall be elected by a plurality of the votes of the sharespresent in person or represented by proxy at the meeting and entitled to vote thereon. Forpurposes of this subsection 9.2 of Article II, a majority of the votes cast means that the numberof votes ‘for’ a director nominee must exceed the number of votes ‘against’ that directornominee. If directors are to be elected by a plurality of the votes of the shares present in personor represented by proxy at the meeting and entitled to vote thereon, stockholders shall not bepermitted to vote ‘against’ a director nominee.4
9.3Voting on Other Matters.All matters other than the election of directors shall be decided by the affirmative vote ofa majority of the voting power of the shares present in person or represented by proxy at themeeting and entitled to vote thereon, unless otherwise provided by the rules of any stockexchange upon which the Corporation’s securities are listed or unless otherwise required by law,the Certificate of Incorporation, or these Bylaws.9.4Submission of Information by Director Nominees.(1)To be eligible to be a nominee for election or re-election to the Corporation underclause (2)(c) of subsection 10.1 or under Section 11, a person must deliver to the Secretary of theCorporation at the principal executive offices of the Corporation the following information:(a)a written representation and agreement, which shall be signed by such person andpursuant to which such person shall represent and agree that such person: (1) consents to servingas a director if elected and (if applicable) to being named in the Corporation’s proxy statementand form of proxy as a nominee, and currently intends to serve as a director for the full term forwhich such person is standing for election; (2) is not and will not become a party to anyagreement, arrangement or understanding with, and has not given any commitment or assuranceto, any person or entity: (i) as to how the person, if elected as a director, will act or vote on anyissue or question that has not been disclosed to the Corporation; or (ii) that could limit orinterfere with the person’s ability to comply, if elected as a director, with such person’s fiduciaryduties under applicable law; (3) is not and will not become a party to any agreement,arrangement or understanding with any person or entity other than the Corporation with respectto any direct or indirect compensation, reimbursement or indemnification in connection withservice or action as a director or nominee that has not been disclosed to the Corporation; and(4) if elected as a director, will comply with all of the Corporation’s corporate governance,conflict of interest, confidentiality, and stock ownership and trading policies and guidelines, andany other Corporation policies and guidelines applicable to directors (which will be provided tosuch person promptly following a request therefor); and(b)all completed and signed questionnaires required of the Corporation’s directors(which will be provided to such person promptly following a request therefor).(2)A nominee for election or re-election as a director of the Corporation under clause(2)(c) of subsection 10.1 or under Section 11 shall also provide to the Corporation such otherinformation as it may reasonably request. The Corporation may request such additionalinformation as necessary to permit the Board of Directors to determine the eligibility of suchperson to serve as a director of the Corporation, including information relevant to adetermination whether such person can be considered an independent director.(3)All written and signed representations and agreements and all completed andsigned questionnaires required pursuant to subsection 9.4(1) above, and the additionalinformation described in subsection 9.4(2) above, shall be considered timely if provided to theCorporation by the deadlines specified in subsection 10.1 or Section 11, as applicable. Allinformation provided pursuant to this subsection 9.4 shall be deemed part of the stockholder’s5
notice submitted pursuant to subsection 10.1 or a Stockholder Notice (as defined in Section 11below), as applicable.Section 10. Notice of Stockholder Business and Nominations.10.1Annual Meeting.(1)An annual meeting of the stockholders, for the election of directors and for thetransaction of such other business as may properly come before the meeting, shall be held at suchplace, if any, on such date, and at such time as the Board of Directors shall determine.(2)Nominations of persons for election to the Board of Directors and the proposal ofbusiness other than nominations to be considered by the stockholders may be made at an annualmeeting of stockholders (a) pursuant to the Corporation’s proxy materials with respect to suchmeeting (including the notice of meeting and any supplement thereto), (b) by or at the directionof the Board of Directors, (c) by any stockholder of the Corporation at the time the noticerequired in the following paragraph is delivered to the Secretary, who is entitled to vote at themeeting and who complies with the notice procedures set forth in this subsection 10.1 or (d) byany Eligible Stockholder (as defined in subsection 11.2(2) below) whose Stockholder Nominee(as defined in subsection 11.2(2) below) is included in the Corporation’s proxy materials for therelevant annual meeting of stockholders. For the avoidance of doubt, clauses (c) and (d) aboveshall be the exclusive means for a stockholder to make director nominations and clause (c) abovesha
the Board of Directors of the Corporation. The Corporation's registered agent in Delaware shall be Corporation Service Company, subject to change by the Board of Directors which may by resolution appoint, or change, the Corporation's registered agent in Delaware in the manner and to the extent permitted by Delaware law. Section 2. Other .
