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 operations of and policies pertaining to any present or future stock
option, incentive compensation or employee benefit plan of the Corporation that
the compensation committee shall from time to time consider appropriate. None
of the members of the compensation committee shall be an officer or full-time
employee of the Corporation or of any subsidiary or affiliate of the
Corporation.
 
   (e) The values and human development committee shall have the following
powers and authority: (i) developing and articulating the Corporation's core
values, commitments and social responsibilities, (ii) developing strategies for
ensuring the Corporation's involvement in the communities in which it does
business, (iii) establishing a strategy for developing its human resources and
leadership for the future and (iv) finding practical ways to increase workforce
diversity at all levels and to evaluate the Corporation's performance in
advancing the goal of greater workforce diversity.
 
   (f) Any modification to the power and authority of any committee shall
require the affirmative vote of not less than 75% of the Whole Board.
 
   (g) In addition, the Board may, with the affirmative vote of not less than
75% of the Whole Board and in accordance with and subject to the General
Corporation Law of the State of Delaware (the "DGCL"), from time to time
establish additional committees of the Board to exercise such powers and
authorities of the Board, and to perform such other functions, as the Board may
from time to time determine.
 
   (h) The Board may remove a director from a committee, change the size of any
committee or terminate any committee or change the chairmanship of a committee
only with the affirmative vote of not less than 75% of the Whole Board.
 
   (i) The Board may designate one or more directors as new members of any
committee to fill any vacancy on a committee and to fill a vacant chairmanship
of a committee occurring as a result of a member or chairman leaving the
committee, whether through death, resignation, removal or otherwise; provided
that any such designation or any designation by the Board of a director as an
alternate member of any committee in accordance with Section 141(c)(2) of the
DGCL may only be made with the affirmative vote of not less than 75% of the
Whole Board.
 
   SECTION 2. Procedure; Meetings; Quorum. Regular meetings of committees of
the Board, of which no notice shall be necessary, may be held at such times and
places as shall be fixed by resolution adopted by a majority of the authorized
members thereof. Special meetings of any committee of the Board shall be called
at the request of any member thereof. Notice of each special meeting of any
committee of the Board shall be sent by overnight delivery service, or mailed
to each member thereof, in either case addressed to such member at such
member's residence or usual place of business, at least two days before the day
on which the meeting is to be held or shall be sent to such member at such
place by telecopy or by electronic transmission or be given personally or by
telephone, not later than the day before the meeting is to be held, but notice
need not be given to any member who shall, either before or after the meeting,
submit a waiver of such notice or who shall attend such meeting without
protesting, prior to or at its commencement, the lack of such notice to such
member. Any special meeting of any committee of the Board shall be a legal
meeting without any notice thereof having been given, if all the members
thereof shall be present thereat and no member shall protest the lack of notice
to such member. Notice of any adjourned meeting of any committee of the Board
need not be given. Any committee of the Board may adopt such rules and
regulations not inconsistent with the provisions of law, the Certificate or
these By-laws for the conduct of its meetings as such committee of the Board
may deem proper. A majority of the authorized members of any committee of the
Board shall constitute a quorum for the transaction of business at any meeting,
and the vote of a majority of the members thereof present at any meeting at
which a quorum is present shall be the act of such committee. Each committee of
the Board shall keep written minutes of its proceedings and shall report on
such proceedings to the Board.
 
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