22 September 2006
http://www.sec.gov/Archives/edgar/data/47217/000110465906062623/0001104659-06-062623-index.htm
September
22, 2006
HEWLETT-PACKARD
COMPANY
(Exact name
of registrant as specified in its charter)
DELAWARE
1-4423
94-1081436
(State or
other jurisdiction
(Commission
File Number)
(I.R.S.
Employer
of
incorporation)
Identification
No.)
3000
HANOVER STREET, PALO ALTO, CA
94304
(Address
of principal executive offices)
(Zip
code)
(650) 857-1501
(Registrants
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal
Officers.
(b)
On September 22, 2006, the Board of Directors of Hewlett-Packard Company
(HP) accepted the resignation of Patricia C. Dunn as
non-executive Chairman of the Board and director, effective immediately.
Ms. Dunn has confirmed to the HP Board that she does not have any
disagreement with HPs operations, policies or practices. Ms. Dunn
also has stated to the HP Board that she expects that the independent review
of investigative methods and HPs Standards of Business Conduct previously
announced by HP will be completed. The text of HPs press release entitled
Patricia Dunn Resigns from HP Board is filed with this report
as Exhibit 99.1.
The HP Board
also has appointed Mark V. Hurd, Chief Executive Officer and President of
HP, as Chairman of the Board, effective immediately. In addition, the
independent directors of the HP Board have designated Richard A. Hackborn,
a member of the HP Board since 1992, as lead independent director, effective
immediately. The text of HPs press release entitled Mark
Hurd Named HP Chairman, in Addition to His Roles as President and CEO
is filed with this report as Exhibit 99.2.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal
Year.
(a)
In connection with, and immediately prior to, Mr. Hurds appointment
as Chairman and Mr. Hackborns designation as lead independent director,
the Board of Directors of HP approved amendments to Section 5.6 of Article
V of HPs Bylaws to provide that the Chairman of the Board may be an
officer of HP and Section 3.16 of Article III of HPs Bylaws to provide
that executive sessions of the HP Board shall be presided over by a lead
independent director selected by a majority of independent directors, effective
immediately. Prior to these amendments, Section 5.6 of Article V of
HPs Bylaws provided that the Chairman of the Board may not be an officer
of HP, and Section 3.16 of Article III of HPs Bylaws did not provide
for a lead independent director or for any one director to preside over executive
sessions of the HP Board.
HP also has
made changes to its Corporate Governance Guidelines to provide that, when
the CEO serves as Chairman, the independent directors will select a lead
independent director who will then be responsible for certain functions that
would have been performed by the Chairman if the positions of CEO and Chairman
were held by different persons.
In addition,
in connection with, and immediately following, Ms. Dunns resignation
as a director, the Board of Directors of HP approved an amendment to
Section 3.2 of Article III of HPs Bylaws decreasing the number
of HP directors from nine (9) to eight (8), effective immediately.
The Amended
and Restated Bylaws of HP reflecting such amendments are filed with this
report as Exhibit 99.3.
2
Item
9.01. Financial Statements and Exhibits.
Exhibit
Description
99.1
Text of press
release issued by Hewlett-Packard Company, dated September 22, 2006,
entitled Patricia Dunn Resigns from HP Board (filed
herewith)
99.2
Text of press
release issued by Hewlett-Packard Company, dated September 22, 2006,
entitled Mark Hurd Named HP Chairman, in Addition to His Roles as President
and CEO (filed herewith)
99.3
Amended and
Restated Bylaws of Hewlett-Packard Company (filed herewith).
3
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
HEWLETT-PACKARD
COMPANY
DATE: September
22, 2006
By:
/s/ CHARLES
N. CHARNAS
Name:
Charles N. Charnas
Title:
Vice President, Deputy General Counsel
4
EXHIBIT
INDEX
Exhibit
Description
99.1
Text of press
release issued by Hewlett-Packard Company, dated September 22, 2006,
entitled Patricia Dunn Resigns from HP Board (filed
herewith)
99.2
Text of press
release issued by Hewlett-Packard Company, dated September 22, 2006,
entitled Mark Hurd Named HP Chairman, in Addition to His Roles as President
and CEO (filed herewith)
99.3
Amended and
Restated Bylaws of Hewlett-Packard Company (filed herewith).
5
EXHIBIT
99.1
News
release
Patricia
Dunn Resigns from HP Board
Editorial
contacts:
Robert
Sherbin
+1 650 857
2381
robert.sherbin@hp.com
Ryan J.
Donovan
+1 650 857
8410
ryan.j.donovan@hp.com
Michael
Moeller
+1 650 236
3028
michael.moeller@hp.com
Hewlett-Packard
Company
3000 Hanover
Street
Palo Alto,
CA 94304
www.hp.com
PALO ALTO,
Calif., Sept. 22, 2006 HP today announced that Patricia Dunn,
chairman of the board and director, has resigned, effective immediately.
Statement
from the HP Board of Directors:
Pattie
Dunn has been a valuable director of HP for many years. We acknowledge all
of the good work that Pattie has accomplished on behalf of HP. She helped
stabilize the business during the CEO transition. She led the search committee
for our new chief executive officer, which led to our hiring of Mark Hurd
and the outstanding performance of the business over the last 18 months.
She served our board with distinction as chairman for the last year and a
half. The board felt it was important to find the sources of the leaks of
HP confidential information, and she informed the board that she had taken
steps to do so. We have never questioned her intentions, her integrity or
her ethics. To move forward, we believe it is in the Companys best
interest that she now step aside given the distraction her presence on our
board continues to create. We regret that we will lose her contributions
to the board and appreciate that she has agreed to our request.
Statement
from Mark Hurd:
Patties
agreement to step down from the board to ensure that her presence does not
serve as a distraction is a testament to her deep commitment to HPs
success and her ability to put the interests of HP before her personal interests.
She has contributed greatly to our company during a period of unprecedented
growth and development. We intend to continue our investigation until we
determine the root causes of the failure. We will introduce process changes
to correct the situation.
I want
to thank Pattie for her eight years of service on HPs board and the
actions she has taken to strengthen its composition and governance capabilities.
There is no doubt in my mind that she had the best interests of HP in mind
throughout her time on our Board.
Statement
from Ms. Dunn:
I have
resigned today at the request of the board. The unauthorized disclosure of
confidential information was a serious violation of our code of conduct.
I followed the proper processes by seeking the assistance of HP security
personnel. I did not select the people who conducted the investigation, which
was undertaken after consultation with board members. I accepted the
responsibility to identify the sources of those leaks, but I did not propose
the specific methods of the investigation. I was a full subject of the
investigation myself and my phone records were examined along with others.
Unfortunately, the people HP relied upon to conduct this type of investigation
let me and the company down. I continue to have the best interests of HP
at heart and thus I have accepted the boards request to resign. I look
forward to appearing before Congress next week to answer their questions
and help the company put this unfortunate event behind it.
About
HP
HP is a
technology solutions provider to consumers, businesses and institutions globally.
The companys offerings span IT infrastructure, global services, business
and home computing, and imaging and printing. For the four fiscal quarters
ended July 31, 2006, HP revenue totaled $90.0 billion. More information about
HP (NYSE, Nasdaq: HPQ) is available at www.hp.com.
© 2006
Hewlett-Packard Development Company, L.P. The information contained herein
is subject to change without notice. HP shall not be liable for technical
or editorial errors or omissions contained herein.
EXHIBIT
99.2
News
release
Mark Hurd
Named HP Chairman, In Addition to His Roles as President and CEO
Editorial
contacts:
Robert
Sherbin
+1 650 857
2381
robert.sherbin@hp.com
Ryan J.
Donovan
+1 650 857
8410
ryan.j.donovan@hp.com
Michael
Moeller
+1 650 236
3028
michael.moeller@hp.com
Hewlett-Packard
Company
3000 Hanover
Street
Palo Alto,
CA 94304
www.hp.com
PALO ALTO,
Calif., September 22, 2006 HP today announced that Mark Hurd, HP chief
executive officer and president, has been appointed to the additional role
of chairman, succeeding Patricia Dunn, who is leaving the companys
board, effective immediately.
In addition,
Richard Hackborn has been named independent lead director of the company,
also effective immediately.
These
appointments accelerate plans announced last week when Dunn said she would
step down as chairman in January 2007 with the intention of continuing to
serve as a director.
In other
news, the company announced that:
· It is seeking
to take appropriate action in connection with the investigation into leaks
from its boardroom.
· It has appointed
Bart M. Schwartz, a former U.S prosecutor, as counsel, to perform an independent
review of investigative methods and the company's Standards of Business Conduct
processes, and to make future recommendations for implementing best practices.
He will report in this assignment to Hurd and to Bob Wayman, HP chief financial
officer.
· It is providing
today at a press briefing a detailed description of events surrounding the
investigations into leaks of confidential information, as well the probe
into how those investigations were conducted.
Hurd said,
We have spent the past few weeks getting further clarity as to what
happened in the investigation into the disclosure of unauthorized material
from the board. While this process is not yet complete, it is clear that
inappropriate steps were taken in conducting this work.
I wish
to apologize both personally and on behalf of HP to each of those who were
affected. We believe these unacceptable measures were isolated instances
that do not reflect the broader behavior and values of HP, its employees
or its board. But they cannot occur here again. Our actions today are intended
to ensure that they never do.
About
HP
HP is a
technology solutions provider to consumers, businesses and institutions globally.
The companys offerings span IT infrastructure, global services, business
and home computing, and imaging and printing. For the four fiscal quarters
ended July 31, 2006, HP revenue totaled $90.0 billion. More information
about HP (NYSE, Nasdaq: HPQ) is available at www.hp.com.
© 2006
Hewlett-Packard Development Company, L.P. The information contained herein
is subject to change without notice. HP shall not be liable for technical
or editorial errors or omissions contained herein.
8/2006
Exhibit
99.3
AMENDED AND
RESTATED
BYLAWS
OF
HEWLETT-PACKARD
COMPANY
ARTICLE I
CORPORATE
OFFICES
1.1
REGISTERED OFFICE. The registered office of Hewlett-Packard
Company (HP) will be fixed in the Certificate of Incorporation
of HP.
1.2
OTHER OFFICES. The Board of Directors may at any time establish
branch or subordinate offices at any place or places where HP is qualified
to do business.
ARTICLE II
MEETINGS
OF STOCKHOLDERS
2.1
PLACE OF MEETINGS. Meetings of stockholders will be held at
any place within or outside the State of Delaware designated by the Board
of Directors. In lieu of holding a stockholders meeting at a
designated place, the Board of Directors, in its sole discretion, may determine
that any stockholders meeting may be held solely by means of remote
communication. In the absence of any such designation, stockholders
meetings will be held at the registered office of HP.
2.2
ANNUAL MEETING.
(a)
The annual meeting of stockholders will be held each year on a date and at
a time designated by the Board of Directors or its delegate. At the
meeting, directors will be elected, and any other proper business may be
transacted.
(b)
At an annual meeting of the stockholders, only such business will be conducted
as will have been properly brought before the meeting. To be properly
brought before an annual meeting, business must be: (i) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the Board of Directors, (ii) otherwise properly brought before the
meeting by or at the direction of the Board of Directors, or
(iii) otherwise properly brought before the meeting by a stockholder
of record at the time of giving notice provided for in these Bylaws, who
is entitled to vote at the meeting and who complies with the notice procedures
set forth in this Section 2.2.
(c)
For business to be properly brought before an annual meeting by a stockholder,
the stockholder must have given timely notice thereof in writing to the secretary
of HP. To be timely, a stockholders notice must be delivered
to or mailed and received at the principal executive offices of HP (A) not
later than the close of business on the ninetieth (90th) day nor earlier
than the close of business on the one hundred twentieth (120th) day prior
to the first anniversary of the preceding years annual meeting, or
(B) not less than the later of the close of business on the forty-fifth
(45th) day nor earlier than the close of business on the seventy-fifth (75th)
day prior to the first anniversary of the date on which HP first sent or
gave its proxy statement to stockholders for the preceding years annual
meeting, whichever period described in clause (A) or (B) of
this sentence first occurs; provided, however, that in the event that no
annual meeting was held in the previous year or the date of the annual meeting
is more than thirty (30) days before or more than sixty (60) days after the
anniversary date of the previous years annual meeting, notice by the
stockholder to be timely must be so received not earlier than the close of
business on the one hundred twentieth (120th) day prior to the annual meeting
and not later than the close of business on the later of (x) the ninetieth
(90th) day prior to the annual meeting and (y) the tenth (10) day
following the date on which public announcement of the date of such meeting
is first made. For purposes of this Section 2.2, a public
announcement will mean disclosure in a press release reported by the
Dow Jones News Service, Associated Press or a comparable national news service
or in a document publicly filed by HP with the Securities and Exchange
Commission, or in a notice pursuant to the applicable rules of an exchange
on which the securities of HP are listed. In no event will the public
announcement of an adjournment of a stockholders meeting commence a new time
period for the giving of a stockholders notice as described above.
(d)
A stockholders notice to the secretary will set forth as to each matter
the stockholder proposes to bring before the annual meeting: (1) a brief
description of the business desired to be brought before the annual meeting
and the reasons for conducting such business at the annual meeting, (2) the
name and address, as they appear on HPs books, of the stockholder proposing
such business, (3) the class and number of shares of HP which are owned
by the stockholder, including shares beneficially owned and shares held of
record, (4) any material interest of the stockholder in such business,
and (5) any other information that is required to be provided by the
stockholder pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the 1934 Act), in his or her capacity
as a proponent of a stockholder proposal.
Notwithstanding
the foregoing, in order to include information with respect to a stockholder
proposal in the proxy statement and form of proxy for an annual meeting,
stockholders must provide notice as required by the regulations promulgated
under the 1934 Act. Notwithstanding anything in these Bylaws to the
contrary, no business will be conducted at any annual meeting except in
accordance with the procedures set forth in this Section 2.2. The chairman
of the annual meeting may determine and declare, if the facts warrant, at
the meeting that business was not properly brought before the meeting and
in accordance with the provisions of this Section 2.2, and, if he or she
should so determine, he or she will so declare at the meeting that any such
business not properly brought before the meeting will not be transacted.
2
(e)
Only persons who are nominated in accordance with the procedures set forth
in this paragraph (e) will be eligible for election as
directors. Nominations of persons for election to the Board of Directors
of HP may be made at an annual meeting of stockholders by or at the direction
of the Board of Directors or by any stockholder of record of HP at the time
of giving notice provided for in these Bylaws, who is entitled to vote in
the election of directors at the annual meeting and who complies with the
notice procedures set forth in this Section 2.2.
(f)
Such nominations, other than those made by or at the direction of the Board
of Directors, will be made pursuant to timely notice in writing to the secretary
of HP in accordance with the provisions of paragraph (c) of this
Section 2.2. Such stockholders notice will set forth
(i) as to each person, if any, whom the stockholder proposes to nominate
for election or re-election as a director: (A) the name, age,
business address and residence address of such person, (B) the principal
occupation or employment of such person, (C) the class and number of
shares of HP which are owned by such person, and including shares beneficially
owned and shares held of record, (D) a description of all arrangements
or understandings between the stockholder and each nominee and any other
person or persons (naming such person or persons) pursuant to which the
nominations are to be made by the stockholder, and (E) any other information
relating to such person that is required to be disclosed in solicitations
of proxies for elections of directors, or is otherwise required, in each
case pursuant to Regulation 14A under the 1934 Act (including without
limitation such persons written consent to being named in the proxy
statement, if any, as a nominee and to serving as a director if elected);
(ii) as to such stockholder giving notice, the information required
to be provided pursuant to paragraph (d) of this Section 2.2;
and (iii) a written statement executed by such nominee acknowledging
that, as a director of such corporation, such person will owe a fiduciary
duty, under the General Corporation Law of the State of Delaware, exclusively
to HP and its stockholders. At the request of the Board of Directors
or the chairman of the Board of Directors, any person nominated by a stockholder
for election as a director will furnish to the secretary of HP that information
required to be set forth in the stockholders notice of nomination which
pertains to the nominee. No person will be eligible for election as
a director of HP unless nominated in accordance with the procedures set forth
in this paragraph (f).
(g)
The chairman of the meeting may determine and declare, if the facts warrant,
at the meeting that a nomination was not made in accordance with the procedures
prescribed by these Bylaws, and in such event the defective nomination will
be disregarded.
2.3
SPECIAL MEETING. A special meeting of the stockholders may be
called at any time by the Board of Directors, or by any of the following
persons with the concurrence of a majority of the Board of Directors: the
chairman of the Board of Directors, or the chief executive officer or the
secretary, but such special meetings may not be called by any other person
or persons except as provided in Section 3.4 below. Only such
business will be considered at a special meeting of stockholders as will
have been stated in the notice for such meeting.
2.4
ORGANIZATION. Meetings of stockholders shall be presided over
by the chairman of the Board of Directors, if any, or in his or her absence
by a person designated by the Board of Directors, or, in the absence of a
person so designated by the Board of Directors, by the chief executive officer,
or in his or her absence by the chief financial officer, or in his or her
absence
3
by the secretary,
if any, or in his or her absence by a chairman chosen at the meeting by the
vote of a majority in interest of the stockholders present in person or
represented by proxy and entitled to vote thereat. The secretary, or
in his or her absence, an assistant secretary, or, in the absence of the
secretary and all assistant secretaries, a person whom the chairman of the
meeting will appoint will act as secretary of the meeting and keep a record
of the proceedings thereof.
The Board
of Directors of HP will be entitled to make such rules or regulations
for the conduct of meetings of stockholders as it will deem necessary,
appropriate or convenient. Subject to such rules and regulations
of the Board of Directors, if any, the chairman of the meeting will have
the right and authority to prescribe such rules, regulations and procedures
and to do all such acts as, in the judgment of such chairman, are necessary,
appropriate or convenient for the proper conduct of the meeting, including,
without limitation, establishing an agenda or order of business for the meeting,
rules and procedures for maintaining order at the meeting and the safety
of those present, limitations on participation in such meeting to stockholders
of record of HP and their duly authorized and constituted proxies, and such
other persons as the chairman will permit, restrictions on entry to the meeting
after the time fixed for the commencement thereof, limitations on the time
allotted to questions or comments by participants and regulation of the opening
and closing of the polls for balloting and matters which are to be voted
on by ballot. Unless and to the extent determined by the Board of Directors
or the chairman of the meeting, meetings of stockholders will not be required
to be held in accordance with rules of parliamentary procedure.
2.5
NOTICE OF STOCKHOLDERS MEETINGS. All notices of meetings
of stockholders will be sent or otherwise given in accordance with Section
2.6 of these Bylaws not less than ten (10) nor more than sixty (60)
days before the date of the meeting. The notice will specify the place
(if any), date, and hour of the meeting and the means of remote communications,
if any, by which stockholders and proxyholders may be deemed to be present
in person and vote at the meeting and (i) in the case of a special meeting,
the general nature of the business to be transacted (no business other than
that specified in the notice may be transacted) or (ii) in the case
of the annual meeting, those matters which the Board of Directors, at the
time of giving the notice, intends to present for action by the stockholders
(but any matter properly may be presented at the meeting for such action).
The notice of any meeting at which directors are to be elected will include
the name of any nominee or nominees who, at the time of the notice, the Board
of Directors intends to present for election. Any previously scheduled
meeting of the stockholders may be postponed, and (unless the Certificate
of Incorporation otherwise provides) any meeting of the stockholders may
be cancelled, by resolution of the Board of Directors upon public notice
given prior to the date previously scheduled for such meeting of
stockholders.
2.6
MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any
meeting of stockholders will be given either personally, by mail, express
mail, courier service or, with the actual or constructive consent of the
stockholder entitled to receive such notice, by facsimile, electronic mail
or other means of electronic transmission. If sent by mail, express
mail or courier service, such notice will be sent postage or charges prepaid
and will be addressed to the stockholder at the address of that stockholder
appearing on the books of HP or given by the stockholder to HP for the purpose
of notice, and such notice will be deemed to have been given. Notice
given by electronic transmission pursuant to this subsection will be deemed
given: (a) if
4
by facsimile
telecommunication, when directed to a facsimile telecommunication number
at which the stockholder has actually or constructively consented to receive
notice; (2) if by electronic mail, when directed to an electronic mail address
at which the stockholder has actually or constructively consented to receive
notice; (3) if by posting on an electronic network together with separate
notice to the stockholder of such specific posting, upon the later of (A)
such posting and (B) the giving of such separate notice, and (4) if by any
other form of electronic transmission, when directed to the stockholder.
An affidavit
of the mailing or other means of giving any notice of any stockholders
meeting, executed by the secretary, assistant secretary or any transfer agent
or mailing agent of HP giving the notice, will be prima facie evidence of
the giving of such notice or report.
2.7
QUORUM. The holders of a majority in voting power of the stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, will constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided
by statute or the Certificate of Incorporation. If, however, such quorum
is not present or represented at any meeting of the stockholders, then either
(i) the chairman of the meeting or (ii) the stockholders by the
vote of the holders of a majority of the stock present in person or represented
by proxy at the meeting, will have power to adjourn the meeting from time
to time in accordance with Section 2.8, each without notice other than
announcement at the meeting, until a quorum is present or represented.
At such adjourned meeting at which a quorum is present or represented, any
business may be transacted that might have been transacted at the meeting
as originally noticed.
When a quorum
is present at any meeting, the vote of the holders of a majority of the stock
having voting power present in person or represented by proxy will decide
any matter properly brought before such meeting, unless (i) the matter is
one upon which, by express provision of the laws of the State of Delaware
or of the Certificate of Incorporation or these Bylaws, a vote of a greater
number or voting by classes is required, in which case such express provision
will govern and control the decision of the matter, or (ii) the matter is
brought pursuant to the rules of an exchange upon which the securities of
HP are listed, in which case such rules will determine the vote
required.
If a quorum
be initially present, the stockholders may continue to transact business
until adjournment, notwithstanding the withdrawal of enough stockholders
to leave less than a quorum.
2.8
ADJOURNED MEETING; NOTICE. Any meeting of stockholders, annual
or special, whether or not a quorum is present, may be adjourned for any
reason from time to time by either (i) the chairman of the meeting or
(ii) the stockholders by the vote of the holders of a majority of the
stock represented at the meeting, either in person or by proxy. In
the absence of a quorum, no other business may be transacted at that meeting
except as provided in Section 2.7 of these Bylaws.
When any
meeting of stockholders, either annual or special, is adjourned to another
time or place (if any), notice need not be given of the adjourned meeting
if the time and place, if any
5
thereof and
the means of remote communications, if any, by which stockholders and
proxyholders may be deemed to be present in person and vote at such adjourned
meeting are announced at the meeting at which the adjournment is taken.
However, if a new record date for the adjourned meeting is fixed or if the
adjournment is for more than thirty (30) days from the date set for the original
meeting, then notice of the adjourned meeting will be given. Notice
of any such adjourned meeting will be given to each stockholder of record
entitled to vote at the adjourned meeting in accordance with the provisions
of Sections 2.5 and 2.6 of these Bylaws. At any adjourned meeting HP
may transact any business which might have been transacted at the original
meeting.
2.9
VOTING. The stockholders entitled to vote at any meeting of
stockholders will be determined in accordance with the provisions of
Section 2.12 of these Bylaws.
Except as
may be otherwise provided in the Certificate of Incorporation, by these Bylaws
or as required by law, each stockholder will be entitled to one vote for
each share of capital stock registered in such stockholders name on
the books of HP on the record date fixed for determination of stockholders
entitled to vote at such meeting.
Any stockholder
entitled to vote on any matter may vote part of such stockholders shares
in favor of the proposal and refrain from voting part or all of such
stockholders remaining shares or, except when the matter is the election
of directors, may vote part or all of them against the proposal; but if the
stockholder fails to specify the number of shares which the stockholder is
voting affirmatively, it will be conclusively presumed that the
stockholders vote is with respect to all shares which the stockholder
is entitled to vote.
2.10
VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT. The transactions
of any meeting of stockholders, either annual or special, however called
and noticed, and wherever held, will be as valid as though they had been
taken at a meeting duly held after regular call and notice, if a quorum be
present either in person or by proxy.
Attendance
by a person at a meeting also will constitute a waiver of notice of and presence
at that meeting, except when the person objects at the beginning of the meeting
to the transaction of any business because the meeting is not lawfully called
or convened. Attendance at a meeting is not a waiver of any right to
object to the consideration of matters required by law to be included in
the notice of the meeting but not so included, if that objection is expressly
made at the meeting.
2.11
ACTION BY WRITTEN CONSENT. Subject to the rights of the holders
of the shares of any series of Preferred Stock or any other class of stock
or series thereof having a preference over the Common Stock as to dividends
or upon liquidation, any action required or permitted to be taken by the
stockholders of HP must be effected at a duly called annual or special meeting
of stockholders of HP and may not be effected by any consent in writing by
such stockholders.
2.12
RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS.
For purposes of determining the stockholders entitled to notice of any meeting
or to vote thereat, the Board of Directors may fix, a record date, which
will not precede the date upon which the
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resolution
fixing the record date is adopted by the Board of Directors and will not
be more than sixty (60) days nor less than ten (10) days before the
date of any such meeting, and in such event only stockholders of record on
the date so fixed are entitled to notice and to vote, notwithstanding any
transfer of any shares on the books of HP after the record date, except as
otherwise provided in the Certificate of Incorporation, by these Bylaws,
by agreement or by applicable law.
If the Board
of Directors does not so fix a record date, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders
will be at the close of business on the day next preceding the day on which
notice is given, or, if notice is waived, at the close of business on the
day next preceding the day on which the meeting is held.
A determination
of stockholders of record entitled to notice of or to vote at a meeting of
stockholders will apply to any adjournment of the meeting unless the Board
of Directors fixes a new record date for the adjourned meeting, but the Board
of Directors will fix a new record date if the meeting is adjourned for more
than thirty (30) days from the date set for the original meeting.
The record
date for any other purpose will be as provided in Section 8.1 of these
Bylaws.
2.13
PROXIES. Every person entitled to vote for directors, or on
any other matter, shall have the right to do so either in person or by one
or more agents authorized by a written proxy, which may be in the form of
a facsimile or other means of electronic transmission, signed by the person
and submitted to the secretary of HP or HPs proxy solicitor, but no
such proxy will be voted or acted upon after three (3) years from its
date, unless the proxy provides for a longer period. A proxy will be
deemed signed if the stockholders name is placed on the proxy (whether
by manual signature, typewriting, facsimile signature or otherwise) by the
stockholder or the stockholders attorney-in-fact or, in the case of
an electronically transmitted proxy, the submission has been properly
authorized. A duly executed proxy will be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder
may revoke any proxy which is not irrevocable by attending the meeting and
voting in person or by filing an instrument in writing revoking the proxy
or by submitting another duly executed proxy bearing a later date with the
secretary.
A proxy is
not revoked by the death or incapacity of the maker unless, before the vote
is counted, written notice of such death or incapacity is received by
HP.
2.14
INSPECTORS OF ELECTION. Before any meeting of stockholders,
the Board of Directors will appoint an inspector or inspectors of election
to act at the meeting or its adjournment. The number of inspectors
will be either one (1) or three (3). If any person appointed as
inspector fails to appear or fails or refuses to act, then the chairman of
the meeting may, and upon the request of any stockholder or a stockholders
proxy will, appoint a person to fill that vacancy.
Such inspectors
will:
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(a)
determine the number of shares outstanding and the voting power of each,
the number of shares represented at the meeting, the existence of a quorum,
and the validity of proxies;
(b)
receive votes and ballots;
(c)
hear and determine all challenges and questions in any way arising in connection
with the votes and ballots submitted that may be resolved by an inspector
of elections during a review and challenge process; and
(d)
count and tabulate all votes and ballots.
The inspectors
of election will perform their duties impartially, in good faith, to the
best of their ability and as expeditiously as is practical. If there
are three (3) inspectors of election, the decision, act or certificate
of a majority is effective in all respects as the decision, act or certificate
of all. Any report or certificate made by the inspectors of election
is prima facie evidence of the facts stated therein.
ARTICLE III
DIRECTORS
3.1
POWERS. Subject to the provisions of the General Corporation
Law of Delaware and to any limitations in the Certificate of Incorporation
or these Bylaws relating to action required to be approved by the stockholders
or by the outstanding shares, the business and affairs of HP will be managed
and will be exercised by or under the direction of the Board of Directors.
In addition to the powers and authorities these Bylaws expressly confer upon
them, the Board of Directors may exercise all such powers of HP and do all
such lawful acts and things as are not by the General Corporation Law of
Delaware or by the Certificate of Incorporation or by these Bylaws required
to be exercised or done by the stockholders.
3.2
NUMBER AND TERM OF OFFICE. The authorized number of directors
will be not less than eight (8) nor more than seventeen (17). Within
such limits, the exact number of directors will be eight (8).
3.3
ELECTION AND TERM OF OFFICE OF DIRECTORS. Except as provided
in Section 3.4 of these Bylaws, at each annual meeting of stockholders,
directors elected to succeed those directors whose terms then expire will
be elected for a term of office to expire at the succeeding annual meeting
of stockholders after their election, with each director to hold office until
such directors successor will have been duly elected and qualified
or until his or her earlier resignation or removal.
Directors
need not be stockholders unless so required by the Certificate of Incorporation
or by these Bylaws, wherein other qualifications for directors may be
prescribed. Each director, including a director elected to fill a vacancy,
will hold office until his or her successor is elected and qualified or until
his or her earlier resignation or removal.
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Election
of directors at all meetings of the stockholders at which directors are to
be elected will be by ballot, and, a plurality of the votes cast thereat
will elect directors.
3.4
RESIGNATION AND VACANCIES. Any director may resign effective
upon giving notice in writing or by electronic transmission to the chairman
of the Board of Directors, the chief executive officer, the secretary or
the entire Board of Directors, unless the notice specifies a later time for
that resignation to become effective; provided, however, that if such notice
is given by electronic transmission, such electronic transmission must either
set forth or be submitted with information from which it can be determined
that the electronic transmission was authorized by the director. If
the resignation of a director is effective at a future time, the Board of
Directors, including such resigning director, may elect a successor to take
office when the resignation becomes effective. Acceptance of such
resignation shall not be necessary to make it effective.
Unless otherwise
provided in the Certificate of Incorporation or by these Bylaws, vacancies
on the Board of Directors may be filled by a majority of the remaining directors,
even if less than a quorum, or by a sole remaining director; however, a vacancy
created by the removal of a director by the vote of the stockholders or by
court order may be filled only by the affirmative vote of a majority of the
voting power of shares represented and voting at a duly held meeting at which
a quorum is present (which shares voting affirmatively also constitute a
majority of the required quorum). Each director so elected will hold
office until the next annual meeting of the stockholders and until a successor
has been elected and qualified or until his or her earlier resignation or
removal.
Unless otherwise
provided in the Certificate of Incorporation or these Bylaws:
(i)
Vacancies and newly created directorships resulting from any increase in
the authorized number of directors elected by all of the stockholders having
the right to vote as a single class may be filled by a majority of the directors
then in office, although less than a quorum, or by a sole remaining
director.
(ii)
Whenever the holders of any class or classes of stock or series thereof are
entitled to elect one or more directors by the provisions of the Certificate
of Incorporation, vacancies and newly created directorships of such class
or classes or series may be filled by a majority of the directors elected
by such class or classes or series thereof then in office, or by a sole remaining
director so elected.
Any directors
chosen pursuant to this Section 3.4 will hold office for a term expiring
at the next annual meeting of stockholders and until such directors
successor will have been duly elected and qualified or until such
directors earlier resignation or removal.
If at any
time, by reason of death or resignation or other cause, HP should have no
directors in office, then any officer or any stockholder or an executor,
administrator, trustee or guardian of a stockholder, or other fiduciary entrusted
with like responsibility for the person or estate of a stockholder, may call
a special meeting of stockholders in accordance with the
9
provisions
of the Certificate of Incorporation or these Bylaws, or may apply to the
Court of Chancery for a decree summarily ordering an election as provided
in Section 211 of the General Corporation Law of Delaware.
If, at the
time of filling any vacancy or any newly created directorship, the directors
then in office constitute less than a majority of the whole Board of Directors
(as constituted immediately prior to any such increase), then the Court of
Chancery may, upon application of any stockholder or stockholders holding
at least ten percent (10%) of the total number of the then outstanding shares
having the right to vote for such directors, summarily order an election
to be held to fill any such vacancies or newly created directorships, or
to replace the directors chosen by the directors then in office as aforesaid,
which election will be governed by the provisions of Section 211 of
the General Corporation Law of Delaware as far as applicable.
3.5
REMOVAL. Unless otherwise restricted by statute or by the
Certificate of Incorporation, any director or the entire Board of Directors
may be removed, with or without cause, by the holders of a majority of the
shares then entitled to vote at an election of directors; provided, however,
that, if and so long as stockholders of HP are entitled to cumulative voting,
if less than the entire Board of Directors is to be removed, no director
may be removed without cause if the votes cast against his or her removal
would be sufficient to elect him or her if then cumulatively voted at an
election of the entire Board of Directors.
3.6
PLACE OF MEETINGS; MEETINGS BY TELEPHONE. Regular meetings of
the Board of Directors may be held at any place within or outside the State
of Delaware that has been designated from time to time by resolution of the
Board of Directors. In the absence of such a designation, regular meetings
will be held at any place within or outside the State of Delaware that has
been designated in the notice of the meeting or, if not stated in the notice
or if there is no notice, at the principal executive office of HP.
Special meetings of the Board of Directors may be held at any place within
or outside the State of Delaware that has been designated in the notice of
the meeting or, if not stated in the notice or if there is no notice, at
the principal executive office of HP.
Any meeting,
regular or special, may be held by conference telephone or similar communication
equipment, so long as all directors participating in the meeting can hear
one another; and all such directors shall be deemed to be present in person
at the meeting.
3.7
REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held without notice if the times of such meetings are fixed by the
Board of Directors.
3.8
SPECIAL MEETINGS; NOTICE. Special meetings of the Board of Directors
for any purpose or purposes may be called at any time by the chairman of
the Board of Directors, the chief executive officer, the secretary or a majority
of the members of the Board of Directors then in office.
The person
or persons authorized to call special meetings of the Board of Directors
may fix the place and time of the meetings. The chairman of the Board
of Directors, the chief executive officer, secretary or any assistant secretary
or their delegates will give notice of any
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special meeting
to each director personally or by telephone to each director or sent by mail,
express mail, courier service, confirmed facsimile, electronic mail
or other means of electronic transmission, postage or charges prepaid, addressed
to each director at that directors address as it is shown on the records
of HP or if the address is not readily ascertainable, notice will be addressed
to the director at the city or place in which the meetings of directors are
regularly held. If the notice is by mail, such notice will be deposited
in the United States mail at least four (4) days prior to the time set
for such meeting. If the notice is by express mail or courier service,
such notice will be deemed adequately delivered when the notice is delivered
to the overnight mail or courier service company at least twenty-four (24)
hours prior to the time set for such meeting. If the notice is by facsimile
transmission, electronic mail or other means of electronic transmission,
such notice will be deemed adequately delivered when the notice is transmitted
a reasonable time prior to the time set for such meeting. If the notice
is by telephone or by hand delivery, such notice will be deemed adequately
delivered when the notice is given a reasonable time (which need not be more
than twenty-four hours and may be less depending upon the circumstances)
prior to the time set for such meeting. Any oral notice given personally
or by telephone may be communicated either to the director or to a person
at the office of the director whom the person giving the notice has reason
to believe will promptly communicate it to the director. If the meeting
is to be held at the principal executive office of HP, the notice need not
specify the place of the meeting. Moreover, a notice of meeting need
not state the purpose of such meeting, and, unless indicated in the notice
thereof, any and all business may be transacted at a meeting.
3.9
QUORUM. A majority of the authorized number of directors will
constitute a quorum for the transaction of business, except to fill vacancies
in the Board of Directors as provided in Section 3.4 and to adjourn
as provided in Section 3.11 of these Bylaws. Every act or decision
done or made by a majority of the directors present at a duly held meeting
at which a quorum is present will be regarded as the act of the Board of
Directors, subject to the provisions of the Certificate of Incorporation
and applicable law.
A meeting
at which a quorum is initially present may continue to transact business,
notwithstanding the withdrawal of enough directors to leave less than a
quorum.
3.10
WAIVER OF NOTICE. Notice of a meeting need not be given to any
director (i) who provides a written or electronic waiver of notice or
a consent to holding the meeting or who approves the minutes thereof, whether
before or after the meeting, or (ii) who attends the meeting without
protesting, prior thereto or at its commencement, the lack of notice to such
directors. If waiver of notice is given by electronic transmission,
such electronic transmission must either set forth or be submitted with
information from which it can be determined that the electronic transmission
was authorized by the director. The transactions of any meeting of
the Board of Directors, however called and noticed or wherever held, are
as valid as though taken at a meeting duly held after regular call and notice
if a quorum is present and if, either before or after the meeting, each of
the directors not present who did not receive notice of such meeting
provides a written or electronic waiver of notice pursuant to this Section
3.10. A waiver of notice need not specify the purpose of any regular
or special meeting of the Board of Directors.
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3.11
ADJOURNMENT. A majority of the directors present, whether or
not constituting a quorum, may adjourn any meeting to another time and
place.
3.12
NOTICE OF ADJOURNMENT. Notice of the time and place of holding
an adjourned meeting need not be given if announced unless the meeting is
adjourned for more than twenty-four (24) hours. If the meeting is adjourned
for more than twenty-four (24) hours, then notice of the time and place of
the adjourned meeting will be given before the adjourned meeting takes place,
in the manner specified in Section 3.8 of these Bylaws, to the directors
who were not present at the time of the adjournment.
3.13
BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action
required or permitted to be taken by the Board of Directors may be taken
without a meeting, provided that all members of the Board of Directors
individually or collectively provide written or electronic consent to that
action; provided however, that, if such consent is effected by electronic
transmission, such electronic transmission was authorized by the director.
Such action by written consent will have the same force and effect as a unanimous
vote of the Board of Directors. Such written consent and any counterparts
thereof will be filed with the minutes of the proceedings of the Board of
Directors.
3.14
ORGANIZATION. Meetings of the Board of Directors will be presided
over by the chairman of the Board of Directors, if any. In his or her
absence, a majority of the directors present at the meeting, assuming a quorum,
will designate a president pro tem of the meeting who, if any such person
be present, will be a chairman of a committee of the Board of Directors and
who will preside at the meeting. The secretary, or in his or her absence
the assistant secretary, will act as secretary of the meeting, but in the
absence of such persons the chairman of the meeting may appoint any person
to act as secretary of the meeting.
3.15
FEES AND COMPENSATION OF DIRECTORS. Directors and members of
committees may receive such compensation, if any, for their services and
such reimbursement of expenses as may be fixed or determined by resolution
of the Board of Directors. This Section 3.15 will not be construed
to preclude any director from serving HP in any other capacity as an officer,
agent, employee or otherwise and receiving compensation for those
services.
3.16
EXECUTIVE SESSION. It is the intent of the Board of Directors
that the members of the Board of Directors who are not employees of HP will
confer in executive session at least three times per year. Such directors
may confer in additional executive sessions from time to time throughout
the year, as determined by a majority of such directors. The executive sessions
shall be presided over by a lead independent director, selected by a majority
of such independent directors, as determined by HPs independence
standards.
ARTICLE IV
COMMITTEES
4.1
COMMITTEES OF DIRECTORS. The Board of Directors may designate
one (1) or more committees, each consisting of one (1) or more directors,
to serve at the pleasure of the Board of Directors. The Board of Directors
may designate one (1) or more directors as alternate
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members of
any committee, who may replace any absent member at any meeting of the
committee. Any committee, unless limited by resolution of the Board
of Directors or any applicable laws or listing standards, will have all the
authority of the Board of Directors, but no such committee will have the
power or authority to (i) approve or adopt or recommend to the stockholders
any action or matter (other than the election or removal of directors) that
requires the approval of the stockholders under applicable law or
(ii) adopt, amend or repeal any Bylaw of HP.
4.2
MEETINGS AND ACTION OF COMMITTEES. Meetings and actions of
committees will be governed by, and held and taken in accordance with, the
provisions of Article III of these Bylaws, Section 3.6 (place of
meetings; meetings by telephone), Section 3.7 (regular meetings),
Section 3.8 (special meetings; notice), Section 3.9 (quorum),
Section 3.10 (waiver of notice), Section 3.11 (adjournment),
Section 3.12 (notice of adjournment), and Section 3.13 (action
by written consent), with such changes in the context of those Bylaws as
are necessary to substitute the committee and its members for the Board of
Directors and its members; provided, however, that the time of regular meetings
of committees may be determined either by resolution of the Board of Directors
or by resolution of the committee, that special meetings of committees may
also be called by resolution of the Board of Directors, and that notice of
special meetings of committees will also be given to all alternate members,
who will have the right to attend all meetings of the committee. The
Board of Directors may adopt rules for the government of any committee
not inconsistent with the provisions of these Bylaws.
4.3
EXECUTIVE COMMITTEE. In the event that the Board of Directors
appoints an executive committee, such executive committee, in all cases in
which specific directions to the contrary have not been given by the Board
of Directors, will have and may exercise, during the intervals between the
meetings of the Board of Directors, all the powers and authority of the Board
of Directors in the management of the business and affairs of HP (except
as provided in Section 4.1 hereof) in such manner as the executive committee
may deem in the best interests of HP.
ARTICLE V
OFFICERS
AND CHAIRMAN OF THE BOARD
5.1
OFFICERS. The officers of HP shall consist of a chief executive
officer, a chief financial officer, one or more vice presidents, a secretary,
one or more assistant secretaries, who will be elected by the Board of Directors
and such other officers, including but not limited to a president and a
treasurer, as the Board of Directors deems expedient, who will be elected
in such manner and hold their offices for such terms as the Board of Directors
may prescribe. Any two of such offices may be held by the same
person. The Board of Directors may designate one or more elected vice
presidents as executive vice presidents or senior vice presidents, and the
chief executive officer may designate one or more elected vice presidents
as senior vice presidents. The Board of Directors may from time to
time designate the chief executive officer, president or any executive vice
president as the chief operating officer of HP.
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5.2
APPOINTMENT OF OFFICERS. In addition to officers elected by
the Board of Directors in accordance with Sections 5.1 and 5.3, HP may have
one or more appointed vice presidents. Such appointed vice presidents
may be appointed by the Board of Directors, the chairman of the Board of
Directors or the chief executive officer and will have such duties as may
be established by the Board of Directors, the chairman of the Board of Directors
or the chief executive officer. The Board of Directors may designate
one or more appointed vice presidents as executive vice presidents or senior
vice presidents, and the chief executive officer may designate one or more
appointed vice presidents as senior vice presidents. Vice presidents
appointed pursuant to this Section 5.2 may be removed in accordance
with Section 5.5.
5.3
ELECTION OF SECTION 16 OFFICERS BY BOARD OF DIRECTORS. The Board
of Directors will designate officers for purposes of Section 16 of the 1934
Act (executive officers).
5.4
TERMS OF OFFICE AND COMPENSATION. The term of office of each
of such executive officers will be fixed and determined by the Board of Directors
and may be altered by the Board of Directors from time to time at its pleasure,
subject to the rights, if any, of such executive officers under any contract
of employment. The compensation of such executive officers shall be
determined by the HR & Compensation Committee of the Board of Directors
in consultation with the full Board of Directors, as appropriate.
5.5
REMOVAL; RESIGNATION OF OFFICERS AND VACANCIES. Any officer
of HP may be removed at the pleasure of the Board of Directors at any meeting
or at the pleasure of any officer who may be granted such power by a resolution
of the Board of Directors. Any officer may resign at any time upon
written or electronic notice to HP without prejudice to the rights, if any,
of HP under any contract to which the officer is a party; provided that,
if such notice is given by electronic transmission, such transmission must
either set forth or be submitted with information from which it can be determined
that the electronic transmission was authorized by the officer. Such
resignation shall take effect at the date of receipt of such notice or at
any later time specified therein and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it
effective. If any vacancy occurs in any office of HP the Board of Directors
may elect a successor to fill such vacancy for the remainder of the unexpired
term and until a successor is duly chosen and qualified.
5.6
CHAIRMAN OF THE BOARD. The chairman of the Board of Directors,
who may be an officer of HP, will, if present, preside at meetings of the
Board of Directors and stockholders; and may call meetings of the stockholders
and also of the Board of Directors to be held, subject to the limitations
prescribed by law or by these Bylaws, at such times and at such places as
the chairman of the Board of Directors may deem proper. The chairman
of the Board of Directors will exercise and perform such other duties as
may from time to time be agreed to by the Board of Directors. The chairman
of the Board of Directors will report to the Board of Directors.
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5.7
CHAIRMAN OF EXECUTIVE COMMITTEE. The chairman of the executive
committee, if there be one, will have other powers and be subject to such
duties as the Board of Directors may from time to time prescribe.
5.8
CHIEF EXECUTIVE OFFICER. The powers and duties of the chief
executive officer are:
(a)
To have and provide general supervision, direction and control of HPs
business and its officers;
(b)
To call meetings of the Board of Directors to be held, subject to the limitations
prescribed by law or by these Bylaws, at such times and at such places as
the chief executive officer deems proper;
(c)
To affix the signature of HP to all deeds, conveyances, mortgages, leases,
obligations, bonds, certificates and other papers and instruments in writing
(Contracts) which have been authorized by the Board of Directors
or which, in the judgment of the chief executive officer, should be executed
on behalf of HP;
(d)
To delegate the power to affix the signature of HP to Contracts to other
officers of HP; and
(e)
To have such other powers and be subject to such other duties as the Board
of Directors may from time to time prescribe.
In case of
the disability or death of the chief executive officer, the Board of Directors
will meet promptly to confer the powers of the chief executive officer on
another elected officer. Until the Board of Directors takes such action,
the chief financial officer will exercise all the powers and perform all
the duties of the chief executive officer.
5.9
PRESIDENT. Subject to the discretion of the Board of Directors
to elect or not elect a president and to the supervisory powers of the chief
executive officer in the event of such election, the president, if any, will
act in a general executive capacity and will assist the chief executive officer
in the administration and operation of HPs business and general supervision
of its policies and affairs. The president will have the power to sign
certificates for shares of stock of HP. The president will have the
power to affix the signature of HP to all Contracts unless otherwise limited
by HP policy or by the Board of Directors or the chief executive officer.
The president will have such other powers and be subject to such other duties
as the Board of Directors or the chairman of the Board of Directors or the
chief executive officer may from time to time prescribe.
5.10
VICE PRESIDENTS. Vice Presidents may be elected by the Board
of Directors or appointed pursuant to Section 5.2. Elected vice presidents
will have the power to affix the signature of HP to all Contracts, unless
otherwise limited by HP policy or by the Board of Directors or the officer
to whom such elected vice president directly or indirectly reports.
15
Elected vice
presidents will have such other powers and perform such other duties as may
be granted or prescribed by the Board of Directors.
Vice presidents
appointed pursuant to Section 5.2 will have such powers and duties as
may be fixed in accordance with Section 5.2, except that such appointed
vice presidents may not exercise the powers and duties of the chief executive
officer or president.
5.11
SECRETARY. The powers and duties of the secretary are:
(a)
To keep a book of minutes at the principal office of HP, or such other place
as the Board of Directors may order, of all meetings of its directors and
stockholders with the time and place of such meetings, whether regular or
special, and, if special, how authorized, the notice thereof given, the names
of those present at directors meetings, the number of shares present
or represented at stockholders meetings and the proceedings
thereof.
(b)
To keep the seal of HP and affix the same to all instruments which may require
it.
(c)
To keep or cause to be kept at the principal executive office of HP, or at
the office of the transfer agent or agents, a share register, or duplicate
share registers, showing the names of the stockholders and their addresses,
the number of and classes of shares, and the number and date of cancellation
of every certificate surrendered for cancellation.
(d)
To keep a supply of certificates for shares of HP, to fill in all certificates
issued, and to make a proper record of each such issuance; provided, that
so long as HP will have one or more duly appointed and acting transfer agents
or exchange agents with respect to the shares, or any class or series of
shares, of HP, such duties with respect to such shares will be performed
by such agent or agents.
(e)
To transfer upon the share books of HP any and all shares of HP; provided,
that so long as HP will have one or more duly appointed and acting transfer
agents or exchange agents with respect to the shares, or any class or series
of shares, of HP, such duties with respect to such shares will be performed
by such agent or agents, and the method of transfer of each certificate will
be subject to the reasonable regulations of the agent to which the certificate
is presented for transfer, and also, if HP then has one or more duly appointed
and acting agents, to the reasonable regulations of the agent to which the
new certificate is presented for registration; and provided, further that
no certificate for shares of stock will be issued or delivered or, if issued
or delivered, will have any validity whatsoever until and unless it has been
signed or authenticated in the manner provided in Section 8.5
hereof.
(f)
To make service and publication of all notices that may be necessary or proper.
In case of the absence, disability, refusal, or neglect of the secretary
to make service or publication of any notices, then such notices may be served
and/or published by the chief executive officer, the president or a vice
president, or by any person thereunto authorized by any of them or by the
Board of Directors or by the holders of a majority of the outstanding shares
of HP.
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(g)
Generally to do and perform all such duties as pertain to the office of secretary
and as may be required by the Board of Directors.
5.12
CHIEF FINANCIAL OFFICER. The powers and duties of the chief
financial officer are:
(a)
To supervise the corporate-wide treasury functions and financial reporting
to external bodies.
(b)
To have the custody of all funds, securities, evidence of indebtedness and
other valuable documents of HP and, at the chief financial officers
discretion, to cause any or all thereof to be deposited for account of HP
at such depositary or depositaries as may be designated from time to time
by the Board of Directors or the chairman of the Board of Directors or the
chief executive officer, or as the chief financial officer deems
appropriate.
(c)
To receive or cause to be received, and to give or cause to be given, receipts
and acceptances for monies paid in for the account of HP.
(d)
To disburse, or cause to be disbursed, all funds of HP subject to such limits
as may be directed by the Board of Directors, the chairman of the board or
the chief executive officer, taking proper vouchers for such
disbursements.
(e)
To render to the chief executive officer and to the Board of Directors, whenever
they may require, accounts of all transactions and of the financial condition
of HP.
(f)
Generally to do and perform all such duties as pertain to the office of chief
financial officer and as may be required by the Board of Directors.
ARTICLE VI
INDEMNIFICATION
OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS
6.1
INDEMNIFICATION OF DIRECTORS AND OFFICERS. HP will indemnify
and hold harmless each person who was or is made a party or is threatened
to be made a party to or is involved in any action, suit, or proceeding,
whether civil, criminal, administrative or investigative (hereinafter a
proceeding), by reason of the fact that he or she or a person
of whom he or she is the legal representative is or was a director or officer
of HP (or any predecessor) or is or was serving at the request of HP (or
any predecessor) as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise (or any predecessor
of any of such entities), including service with respect to employee benefit
plans maintained or sponsored by HP (or any predecessor), whether the basis
of such proceeding is alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while serving as a director,
officer, employee or agent, to the fullest extent authorized by the General
Corporation Law of the State of Delaware, as the same exists or may hereafter
be amended, against all expenses, liabilities and losses (including
attorneys fees, judgments, fines, ERISA excise taxes or penalties and
amounts paid or to be paid in settlement) reasonably incurred or suffered
by such person in connection therewith and such
17
indemnification
will continue as to a person who has ceased to be a director, officer, employee
or agent and will inure to the benefit of his or her heirs, executors and
administrators; provided, however, that except as provided in the third paragraph
of this Section 6.1, HP will indemnify any such person seeking indemnification
in connection with a proceeding (or part thereof) initiated by such person
only if such proceeding (or part thereof) was authorized by the Board of
Directors. The right to indemnification conferred in this Section 6.1
will be a contract right and, in accordance with and subject to the provisions
of Section 6.4, will include the right to be paid by HP the expenses incurred
in defending any such proceeding in advance of its final disposition.
To obtain
indemnification under this Section 6.1, a claimant will submit to the secretary
of HP a written request, including therein or therewith such documentation
and information as is reasonably available to the claimant and is reasonably
necessary to determine whether and to what extent the claimant is entitled
to indemnification. Upon written request by a claimant for indemnification
pursuant to the preceding sentence, a determination, if required by applicable
law, with respect to the claimants entitlement thereto will be made
as follows: (i) if requested by the claimant, by Independent Counsel
(as hereinafter defined), or (ii) if no request is made by the claimant
for a determination by Independent Counsel, (A) by the Board of Directors
by a majority vote of Disinterested Directors (as hereinafter defined), even
though less than a quorum or (B) if there are no Disinterested Directors
or if the Disinterested Directors so direct, by Independent Counsel in a
written opinion to the Board of Directors, a copy of which will be delivered
to the claimant, or (C) by a majority vote of a committee of Disinterested
Directors designated by a majority vote of the Disinterested Directors, or
(D) if a majority of the Disinterested Directors so direct, by the
stockholders of HP. In the event the determination of entitlement to
indemnification is to be made by Independent Counsel at the request of the
claimant, the Board of Directors will select Independent Counsel unless
there has occurred within two years prior to the date of the commencement
of the action, suit or proceeding for which indemnification is claimed a
Change of Control (as hereinafter defined), in which case the
claimant will select Independent Counsel unless the claimant requests that
the Board of Directors makes such selection. If it is so determined
that the claimant is entitled to indemnification, HP will pay within ten
(10) days after such determination.
If HP does
not pay in full a claim for indemnification under this Section 6.1 within
thirty (30) days after a written claim pursuant to the preceding paragraph
of this Section 6.1 has been received by HP, the claimant may at any time
thereafter bring suit against HP to recover the unpaid amount of the claim
and, if successful in whole or in part, the claimant will be entitled to
be paid also the expense of prosecuting such claim. It will be a defense
to any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition
where the required undertaking, if any is required, has been tendered to
HP) that the claimant has not met the standard of conduct which makes it
permissible under the General Corporation Law of the State of Delaware for
HP to indemnify the claimant for the amount claimed, but the burden of proving
such defense will be on HP. Neither the failure of HP (including its
Board of Directors, Independent Counsel or stockholders) to have made a
determination prior to the commencement of such action that indemnification
of the claimant is proper in the circumstances because he or she has met
the applicable standard of conduct set forth in the General Corporation Law
of the State of Delaware, nor an actual determination by HP (including its
Board of Directors, Independent Counsel or stockholders)
18
that the
claimant has not met such applicable standard of conduct, shall be a defense
to the action or create a presumption that the claimant has not met the
applicable standard of conduct.
If a
determination is made pursuant to this Section 6.1 that the claimant is entitled
to indemnification, HP will be bound by such determination in any judicial
proceeding commenced pursuant to the preceding paragraph of this Section
6.1. HP will be precluded from asserting in any judicial proceeding
commenced pursuant to the third paragraph of this Section 6.1 that the procedures
and presumptions of this Article VI are not valid, binding and enforceable
and will stipulate in such proceeding that HP is bound by all the provisions
of this Article VI. The right to indemnification and the payment of
expenses incurred in defending a proceeding in advance of its final disposition
conferred in this Section 6.1 will not be exclusive of any other right which
any person may have or hereafter acquire under any statute, provision of
the Certificate of Incorporation, Bylaws, agreement, vote of stockholders
or Disinterested Directors or otherwise. No repeal or modification
of this Article VI will in any way diminish or adversely affect the rights
of any director, officer, employee or agent of HP hereunder in respect of
any occurrence or matter arising prior to any such repeal or
modification.
6.2
INDEMNIFICATION OF OTHERS. HP will have the power, to the maximum
extent and in the manner permitted by the General Corporation Law of Delaware,
to indemnify each of its employees and agents (other than present and former
directors and officers) against expenses (including attorneys fees),
judgments, fines, settlements and other amounts actually and reasonably incurred
or suffered in connection with any proceeding, arising by reason of the fact
that such person is or was an employee or agent of HP. For purposes
of this Section 6.2, an employee or agent of
HP (other than a director or officer) includes any person (i) who is
or was an employee or agent of HP, (ii) who is or was serving at the
request of HP as an employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, or (iii) who was an employee
or agent of a corporation which was a predecessor corporation of HP or of
another enterprise at the request of such predecessor corporation.
To obtain indemnification under this Section 6.2, a claimant will submit
to the secretary of HP a written request, including therein or therewith
such documentation and information as is reasonably available to the claimant
and is reasonably necessary to determine whether and to what extent the claimant
will be granted indemnification.
6.3
INSURANCE. HP may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of HP,
or is or was serving at the request of HP as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him or her and incurred
by him or her in any such capacity, or arising out of his or her status as
such, whether or not HP would have the power to indemnify him or her against
such liability under the provisions of the General Corporation Law of
Delaware.
6.4
EXPENSES. HP will advance to any person eligible for indemnification
pursuant to Section 6.1 hereof, and may advance to any person eligible for
indemnification pursuant to Section 6.2 hereof, prior to the final disposition
of the proceeding, all expenses reasonably incurred by any such person in
connection with defending such proceeding, upon receipt of a request therefor
and an undertaking by or on behalf of such person to repay such amounts if
it
19
should be
determined ultimately that such person is not entitled to be indemnified
under this Article VI or otherwise, such advances to be paid by HP within
twenty (20) days after the receipt by HP of a statement or statements from
the claimant requesting such advance or advances from time to time.
Notwithstanding the foregoing, HP will not be required to advance expenses
in connection with any proceeding (or part thereof) initiated by any person
unless the proceeding was authorized in advance by the Board of Directors
of HP.
Notwithstanding
the foregoing, unless otherwise determined pursuant to Section 6.5,
HP will not advance or continue to advance expenses to any person (except
by reason of the fact that such person is or was a director of HP in which
event this paragraph will not apply) in any proceeding if a determination
is reasonably and promptly made (i) by the Board of Directors by a majority
vote of Disinterested Directors, even though less than a quorum
(ii) if there are no Disinterested Directors or the Disinterested Directors
so direct, by Independent Counsel in a written opinion or (iii) by a majority
vote of a committee of Disinterested Directors designated by a majority vote
of Disinterested Directors, that the facts known to the decision-making party
at the time such determination is made demonstrate clearly and convincingly
that such person acted in bad faith or in a manner that such person did not
believe to be in or not opposed to the best interests of HP.
6.5
NON-EXCLUSIVITY OF RIGHTS. The rights conferred on any person
by this Article VI will not be exclusive of any other right which such person
may have or hereafter acquire under any statute, provision of the Certificate
of Incorporation, Bylaws, agreement, vote of stockholders or Disinterested
Directors or otherwise, both as to action in his or her official capacity
and as to action in another capacity while holding office. HP is
specifically authorized to enter into individual contracts with any or all
of its directors, officers, employees or agents respecting indemnification
and advances, to the fullest extent not prohibited by the General Corporation
Law of Delaware.
6.6
SURVIVAL OF RIGHTS. The rights conferred on any person by this
Article VI will continue as to a person who has ceased to be a director,
officer, employee or other agent and will inure to the benefit of the heirs,
executors and administrators of such a person.
6.7
AMENDMENTS. Any repeal or modification of this Article VI will
only be prospective and will not affect the rights under this Article VI
in effect at the time of the alleged occurrence of any action or omission
to act that is the cause of any proceeding against any agent of HP.
6.8
SEVERABILITY. If any provision or provisions of this Article
VI will be held to be invalid, illegal or unenforceable for any reason
whatsoever: (i) the validity, legality and enforceability of the remaining
provisions of this Article VI (including, without limitation, each portion
of any paragraph of this Article VI containing any such provision held to
be invalid, illegal or unenforceable, that is not itself held to be invalid,
illegal or unenforceable) will not in any way be affected or impaired thereby;
and (ii) to the fullest extent possible, the provisions of this Article
VI (including, without limitation, each such portion of any paragraph of
this Article VI containing any such provision held to be invalid, illegal
or unenforceable) will be construed so as to give effect to the intent manifested
by the provision held invalid, illegal or unenforceable.
20
6.9
NOTICE. Any notice, request or other communication required
or permitted to be given to HP under this Article VI will be in writing and
either delivered in person or sent by confirmed telecopy, electronic mail,
overnight mail or courier service, or certified or registered mail, postage
or charges prepaid, return copy requested, to the secretary of HP and will
be effective only upon receipt by the secretary.
6.10
DEFINITIONS. For the purpose of this Article VI, a Change
of Control will mean:
(1)
the acquisition by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the 1934 Act (a
Person) of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the 1934 Act) of 20% or more of either
(i) the then outstanding shares of common stock of HP (the
Outstanding Corporation Common Stock) or (ii) the combined
voting power of the then outstanding voting securities of HP entitled to
vote generally in the election of directors (the Outstanding Corporation
Voting Securities). Notwithstanding the foregoing, for
purposes of this part (1), the following acquisitions will not constitute
a Change of Control: (i) any acquisition directly from HP or any acquisition
from other stockholders where (A) such acquisition was approved in advance
by the Board of Directors of HP, and (B) such acquisition would not
constitute a Change of Control under the first sentence of part (1) of
this definition, (ii) any acquisition by HP, (iii) any acquisition
by any employee benefit plan (or related trust) sponsored or maintained by
HP or any corporation controlled by HP, or (iv) any acquisition by any
corporation pursuant to a transaction which complies with clauses (i),
(ii) and (iii) of the second sentence of part (1) of this
definition; or
(2)
individuals who, as of the date hereof, constitute the Board of Directors
(the Incumbent Board) cease for any reason to constitute at least
a majority of the Board of Directors; provided, however, that any individual
becoming a director subsequent to the date hereof whose election, or nomination
for election by the stockholders, was approved by a vote of at least a majority
of the directors then comprising the Incumbent Board will be considered as
though such individual were a member of the Incumbent Board, but excluding,
for this purpose, any such individual whose initial assumption of office
occurs as a result of an actual or threatened election contest with respect
to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than
the Board of Directors; or
(3)
consummation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of HP (a Business
Combination), in each case, unless, following such Business Combination,
(i) all or substantially all of the individuals and entities who were
the beneficial owners, respectively, of the Outstanding Corporation Common
Stock and Outstanding HP Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote generally
in the election of directors, as the case may be, of HP resulting from such
Business Combination (including, without limitation, a corporation which
as a result of such transaction owns HP or all or substantially all of HPs
assets either directly or through one or more subsidiaries) in substantially
the same proportions as their ownership,
21
immediately
prior to such Business Combination of the Outstanding HP Common Stock and
Outstanding HP Voting Securities, as the case may be, (ii) no Person
(excluding any corporation resulting from such Business Combination or any
employee benefit plan (or related trust) of HP or such corporation resulting
from such Business Combination) beneficially owns, directly or indirectly,
20% or more of, respectively, the then outstanding shares of common stock
of the corporation resulting from such Business Combination or the combined
voting power of the then outstanding voting securities of such corporation
except to the extent that such ownership existed prior to the Business
Combination, and (iii) at least a majority of the members of the Board
of Directors of HP resulting from such Business Combination were members
of the Incumbent Board at the time of the execution of the initial agreement,
or of the action of the Board of Directors, providing for such Business
Combination; or
(4)
approval by the stockholders of a complete liquidation or dissolution of
HP.
For purposes
of this Bylaw:
Disinterested
Director will mean a director of HP who is not and was not a party
to the matter in respect of which indemnification is sought by the
claimant.
Independent
Counsel will mean a law firm, a member of a law firm, or an independent
practitioner, that is experienced in matters of corporation law and will
include any person who, under the applicable standards of professional conduct
then prevailing, would not have a conflict of interest in representing either
HP or the claimant in an action to determine the claimants rights under
this Article VI.
ARTICLE VII
RECORDS
AND REPORTS
7.1
MAINTENANCE AND INSPECTION OF RECORDS. HP will, either at its
principal executive office or at such place or places as designated by the
Board of Directors or the secretary, keep a record of its stockholders listing
their names and addresses and the number and class of shares held by each
stockholder, a copy of these Bylaws as amended to date, accounting books
and other records.
Any stockholder
of record or beneficial owner of shares held either in a voting trust or
by a nominee on behalf of such person, in person or by attorney or other
agent, will, upon written demand under oath stating the purpose thereof,
have the right during the usual hours for business to inspect for any proper
purpose HPs stock ledger, a list of its stockholders, and its other
books and records and to make copies or extracts therefrom. In every
instance where the stockholder is other than a record holder of stock in
HP, the demand under oath will state the persons status as a stockholder,
be accompanied by documentary evidence of beneficial ownership of the stock
and state that such documentary evidence is a true and correct copy of what
it purports to be. A proper purpose will mean a purpose reasonably
related to such persons interest as a stockholder. In every instance
where an attorney or other agent is the person who seeks the right
22
to inspection,
the demand under oath will be accompanied by a power of attorney or such
other writing that authorizes the attorney or other agent to so act on behalf
of the stockholder. The demand under oath will be directed to HP at
its registered office in Delaware or to the secretary of HP at HPs
principal place of business. For purposes of this Section 7.1, under
oath will include statements the declarant affirms to be true under
penalty of perjury under the laws of the United States or any state
thereof.
7.2
INSPECTION BY DIRECTORS. Any director will have the right to
examine HPs stock ledger, a list of its stockholders and its other
books and records for a purpose reasonably related to his or her position
as a director. The burden of proof will be upon HP to establish that
the inspection such director seeks is for an improper purpose. The
Court of Chancery is hereby vested with the exclusive jurisdiction to determine
whether a director is entitled to the inspection sought. The Court
may summarily order HP to permit the director to inspect any and all books
and records, the stock ledger, and the stock list and to make copies or extracts
therefrom. The Court may, in its discretion, prescribe any limitations
or conditions with reference to the inspection, or award such other and further
relief as the Court may deem just and proper.
7.3
REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The chief executive
officer or any other officer of HP who serves on the Board of Directors of
another entity at the request of or with the approval of HP or who is otherwise
duly authorized may vote, represent, and exercise on behalf of HP all rights
incident to any and all shares or other equity interest of any other entity
or corporations standing in the name of HP; provided, however, that the granting
of any proxy in connection with an annual meeting of stockholders of any
such entity will be subject to prior review by the secretary or assistant
secretary of HP, and, provided further, that the granting of any proxy in
connection with an annual meeting of stockholders of any entity in which
an HP employee benefit plan is a stockholder will be determined by the Investment
Review Committee of HP or its delegate. The authority herein granted
may be exercised either by such person directly or by any other person authorized
to do so by such person having the authority.
ARTICLE VIII
GENERAL
MATTERS
8.1
RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. For purposes
of determining the stockholders entitled to receive payment of any dividend
or other distribution or allotment of any rights or the stockholders entitled
to exercise any rights in respect of any other lawful action, the Board of
Directors may fix a record date, which will not be more than sixty (60) days
before any such action, and which record date will not precede the date upon
which the resolution fixing the record date is adopted. In that case,
only stockholders of record at the close of business on the date so fixed
are entitled to receive the dividend, distribution or allotment of rights,
or to exercise such rights, as the case may be, notwithstanding any transfer
of any shares on the books of HP after the record date so fixed, except as
otherwise provided in the Certificate of Incorporation, by these Bylaws,
by agreement or by law.
23
If the Board
of Directors does not so fix a record date, then the record date for determining
stockholders for any such purpose will be at the close of business on the
day on which the Board of Directors adopts the applicable resolution.
8.2
CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS. From time to time,
the Board of Directors or its delegate will determine by resolution which
person or persons may sign or endorse all checks, drafts, other orders for
payment of money, notes or other evidences of indebtedness that are issued
in the name of or payable to HP, and only the persons so authorized will
sign or endorse those instruments.
8.3
CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The Board
of Directors may authorize any officer or officers, or agent or agents, to
enter into any contract or execute any instrument in the name of and on behalf
of HP; such authority may be general or confined to specific instances.
Unless so authorized or ratified by the Board of Directors, provided in these
Bylaws or within the agency power of an officer, no officer, agent or employee
will have any power or authority to bind HP by any contract or engagement
or to pledge its credit or to render it liable for any purpose or for any
amount.
8.4
FISCAL YEAR. The fiscal year of HP will begin on the first day
of November of each year and end on the last day of October of
the following year.
8.5
STOCK CERTIFICATES. There will be issued to each holder of fully
paid shares of the capital stock of HP a certificate or certificates for
such shares, if so requested by the holder (in the absence of such request,
shares may be issued in book-entry form). To the extent required by
the General Corporation Law of the State of Delaware, every holder of shares
of HP will be entitled to have a certificate signed by, or in the name of
HP by, the president and by the treasurer or an assistant treasurer, or the
secretary or an assistant secretary of HP representing the number of shares
registered in certificate form. Any or all of the signatures on the
certificate may be a facsimile. In case any officer, transfer agent
or registrar who has signed or whose facsimile signature has been placed
upon a certificate has ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by HP with the same effect
as if he or she were such officer, transfer agent or registrar at the date
of issue.
8.6
SPECIAL DESIGNATION ON CERTIFICATES. If HP is authorized to
issue more than one class of stock or more than one series of any class,
then the powers, the designations, the preferences, and the relative,
participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights will be set forth in full or summarized on the
face or back of the certificate that HP will issue to represent such class
or series of stock; provided, however, that, except as otherwise provided
in Section 202 of the General Corporation Law of Delaware, in lieu of
the foregoing requirements there may be set forth on the face or back of
the certificate that HP will issue to represent such class or series of stock
a statement that HP will furnish without charge to each stockholder who so
requests the powers, the designations, the preferences, and the relative,
participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.
24
8.7
LOST CERTIFICATES. HP, directly or through its transfer or exchange
agent, may issue a new share certificate or new certificate for any other
security in the place of any certificate theretofore issued by it, alleged
to have been lost, stolen or destroyed, and HP, directly or through its transfer
or exchange agent, may require the owner of the lost, stolen or destroyed
certificate or the owners legal representative to give HP a bond (or
other adequate security) sufficient to indemnify it against any claim that
may be made against it (including any expense or liability) on account of
the alleged loss, theft or destruction of any such certificate or the issuance
of such new certificate. The Board of Directors may adopt such other
provisions and restrictions with reference to lost certificates, not inconsistent
with applicable law, as appropriate.
8.8
CONSTRUCTION; DEFINITIONS. Unless the context requires otherwise,
the general provisions, rules of construction, and definitions in the
General Corporation Law of Delaware will govern the construction of these
Bylaws. Without limiting the generality of this provision, the singular
number includes the plural, the plural number includes the singular, and
the term person includes both a corporation and a natural
person.
8.9
PROVISIONS CONTRARY TO PROVISIONS OF LAW. Any article, section,
subsection, subdivision, sentence, clause or phrase of these Bylaws which
upon being construed in the manner provided in Section 8.9 hereof, is
contrary to or inconsistent with any applicable provisions of law, will not
apply so long as such provisions of law remain in effect, but such result
will not affect the validity or applicability of any other portions of these
Bylaws, it being hereby declared that these Bylaws would have been adopted
and each article, section, subsection, subdivision, sentence, clause or phrase
thereof, irrespective of the fact that any one or more articles, sections,
subsections, subdivisions, sentences, clauses or phrases is or are
illegal.
8.10
NOTICES. Any reference in these Bylaws to the time a notice
is given or sent means, unless otherwise expressly provided, the time a written
notice by mail is deposited in the United States mails, postage prepaid;
or the time any other written notice is personally delivered to the recipient
or is delivered to a carrier for transmission, or actually transmitted by
the person giving the notice by facsimile, electronic mail or other electronic
means, to the recipient; or the time any oral notice is communicated, in
person or by telephone, to the recipient or to a person at the office of
the recipient who the person giving the notice has reason to believe will
promptly communicate it to the recipient.
8.11
REMOTE COMMUNICATION. For the purposes of these Bylaws, if
authorized by the Board of Directors in its sole discretion, and subject
to such guidelines and procedures as the Board of Directors may adopt,
stockholders and proxyholders may, by means of remote communication:
(a)
participate in a meeting of stockholders; and
(b)
be deemed present in person and vote at a meeting of stockholders whether
such meeting is to be held at a designated place or solely by means of remote
communication, provided that (i) HP will implement reasonable measures to
verify that each person deemed present and permitted to vote at the meeting
by means of remote communication is a stockholder
25
or proxyholder,
(ii) HP will implement reasonable measures to provide such stockholders and
proxyholders a reasonable opportunity to participate in the meeting and to
vote on matters submitted to the stockholder, including an opportunity to
read or hear the proceedings of the meeting substantially concurrently with
such proceedings, and (iii) if any stockholder or proxyholder votes or takes
other action at the meeting by means of remote communication, HP or its agent
will maintain a record of such vote or other action.
8.12
ELECTRONIC TRANSMISSION. For purposes of these Bylaws,
electronic transmission means any form of communication, not
directly involving the physical transmission of paper, that creates a record
that may be retained, retrieved, and reviewed by a recipient thereof, and
that may be directly reproduced in paper form by such a recipient through
an automated process.
ARTICLE IX
AMENDMENTS
The Bylaws
of HP may be adopted, amended or repealed by the stockholders entitled to
vote; provided, however, that HP may, in its Certificate of Incorporation,
confer the power to adopt, amend or repeal bylaws upon the directors; and,
provided further, that any proposal by a stockholder to amend these Bylaws
will be subject to the provisions of Article II and Article VI hereof.
The fact that such power has been so conferred upon the directors will not
divest the stockholders of the power, nor limit their power to adopt, amend
or repeal bylaws. Notwithstanding the foregoing, amendment or deletion
of all or any portion of Article II hereof, Section 3.2 hereof,
Section 3.3 hereof, Section 3.4 hereof, Section 6.1 and 6.4
hereof or this Article IX by the stockholders of HP will require the
affirmative vote of sixty-six and two-thirds percent (66 2/3%) of the outstanding
shares entitled to vote thereon.
Amended and
restated effective September 22, 2006.
26
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549-1004
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported)
Number
SIGNATURES
and Assistant Secretary
Number
8/2006
(A DELAWARE CORPORATION)