SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of
the Securities Exchange Act of 1934 or any successor provisions thereto.
 
                                  ARTICLE III
 
                               Board of Directors
 
   SECTION 1. General Powers. The business and affairs of the Corporation shall
be managed by or under the direction of the Board, which may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
law or by the Certificate directed or required to be exercised or done by the
stockholders.
 
   SECTION 2. Number, Qualification and Election. Except as otherwise fixed by
or pursuant to the provisions of Article IV of the Certificate relating to the
rights of the holders of any series of Preferred Stock or Series Common Stock
or any class or series of stock having preference over the Common Stock as to
dividends or upon dissolution, liquidation or winding up, subject to Section 15
of this Article III, the number of directors constituting the Whole Board shall
be determined from time to time by the Board and shall initially be 16. The
term "Whole Board" shall mean the total number of authorized directors, whether
or not there exist any vacancies or unfilled previously authorized
directorships.
 
   The directors, other than those who may be elected by the holders of shares
of any series of Preferred Stock or Series Common Stock or any class or series
of stock having a preference over the Common Stock of the Corporation as to
dividends or upon dissolution, liquidation or winding up pursuant to the terms
of Article IV of the Certificate or any resolution or resolutions providing for
the issuance of such stock adopted by the Board, shall be elected by the
stockholders entitled to vote thereon at each annual meeting of the
stockholders, and shall hold office until the next annual meeting of the
stockholders and until each of their successors shall have been duly elected
and qualified.
 
   Each director shall be at least 21 years of age. Directors need not be
stockholders of the Corporation.
 
   In any election of directors, the persons receiving a plurality of the votes
cast, up to the number of directors to be elected in such election, shall be
deemed elected.
 
   A majority of the members of the Board shall be persons determined by the
Board to be eligible to be classified as independent directors. In its
determination of a director's eligibility to be classified as an independent
director pursuant to this Section 2, the Board shall consider, among such other
factors as it may in any case deem relevant, that the director: (i) has not
been employed by the Corporation as an executive officer within the past three
years; (ii) is not a paid adviser or consultant to the Corporation and derives
no financial benefit from any entity as a result of advice or consultancy
provided to the Corporation by such entity; (iii) is not an executive officer,
director or significant stockholder of a significant customer or supplier of
the Corporation; (iv) has no personal services contract with the Corporation;
(v) is not an executive officer or director of a tax-exempt entity receiving a
significant part of its annual contributions from the Corporation; (vi) is not
a member of the immediate family of any director who is not considered an
independent director; and (vii) is free of any other relationship that would
interfere with the exercise of independent judgment by such director.
 
   SECTION 3. Notification of Nominations. Subject to the rights of the holders
of any series of Preferred Stock or Series Common Stock or any class or series
of stock having a preference over the Common Stock as to dividends or upon
dissolution, liquidation or winding up, nominations for the election of
directors may be made by the Board or by any stockholder who is a stockholder
of record at the time of giving of the notice of nomination provided for in
this Section 3 and who is entitled to vote for the election of directors. Any
stockholder of record entitled to vote for the election of directors at a
meeting may nominate persons for election as directors only if timely written
notice of such stockholder's intent to make such nomination is
 
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