SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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                                   ARTICLE V
 
                                    Officers
 
   SECTION 1. Number; Term of Office. The officers of the Corporation shall be
elected by the Board and shall consist of: a Chairman of the Board, a Chief
Executive Officer, two Chief Operating Officers, a Chief Financial Officer and
one or more Vice Chairmen and Vice Presidents (including, without limitation,
Assistant, Executive, Senior and Group Vice Presidents) and a Treasurer,
Secretary and Controller and such other officers or agents with such titles and
such duties as the Board may from time to time determine, each to have such
authority, functions or duties as in these By-laws provided or as the Board may
from time to time determine, and each to hold office for such term as may be
prescribed by the Board and until such person's successor shall have been
chosen and shall qualify, or until such person's death or resignation, or until
such person's removal in the manner hereinafter provided. The Chairman of the
Board, the Chief Executive Officer and the Vice Chairmen shall be elected from
among the directors. One person may hold the offices and perform the duties of
any two or more of said officers; provided, however, that no officer shall
execute, acknowledge or verify any instrument in more than one capacity if such
instrument is required by law, the Certificate or these By-laws to be executed,
acknowledged or verified by two or more officers. The Board may require any
officer or agent to give security for the faithful performance of such person's
duties.
 
   SECTION 2. Removal. Subject to Section 14 of this Article V, any officer may
be removed, either with or without cause, by the Board at any meeting thereof
called for the purpose or, except in the case of any officer elected by the
Board or as provided in Section 4 of this Article V, by any superior officer
upon whom such power may be conferred by the Board.
 
   SECTION 3. Resignation. Any officer may resign at any time by giving notice
to the Board, the Chief Executive Officer or the Secretary. Any such
resignation shall take effect at the date of receipt of such notice or at any
later date specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
 
   SECTION 4. Chairman of the Board. The Chairman of the Board shall be an
officer of the Corporation, subject to the control of the Board, and shall
report directly to the Board. The Chairman of the Board shall have supervisory
responsibility over the functional areas of global public policy (particularly
with respect to the Internet), technology policy and future innovation,
venture-type investments and philanthropy, operating and discharging those
responsibilities with the assistance of the following officers reporting
directly to the Chairman of the Board: Kenneth Novack, Kenneth Lerer, George
Vradenburg and William Raduchel and their successors (such officers to be
appointed and removed only with the Chairman of the Board's approval or upon
action of the Board), shall play an active role in helping to build and lead
the Corporation, working closely with the Chief Executive Officer to set the
Corporation's strategy, and shall be the co-spokesman for the Corporation along
with the Chief Executive Officer.
 
   SECTION 5. Chief Executive Officer. The Chief Executive Officer shall have
general supervision and direction of the business and affairs of the
Corporation, subject to the control of the Board and the provisions of Section
4 of this Article V, and shall report directly to the Board. The Chief
Executive Officer shall, if present and in the absence of the Chairman of the
Board, preside at meetings of the stockholders and of the Board.
 
   SECTION 6. Chief Operating Officers. Each Chief Operating Officer shall
perform such senior duties in connection with the operations of the Corporation
as the Board or the Chief Executive Officer shall from time to time determine,
and shall report directly to the Chief Executive Officer. Each Chief Operating
Officer, shall, when requested, counsel with and advise the other officers of
the Corporation and shall perform such other duties as may be agreed with the
Chief Executive Officer or as the Board may from time to time determine.
 
 
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