SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
<PAGE>
 
   SECTION 7. Vice Chairman. The Vice Chairman shall, when requested, counsel
with and advise the other officers of the Corporation and shall perform such
other duties as he may agree with the Chief Executive Officer or as the Board
may from time to time determine.
 
   SECTION 8. Chief Financial Officer. The Chief Financial Officer shall
perform all the powers and duties of the office of the chief financial officer
and in general have overall supervision of the financial operations of the
Corporation. The Chief Financial Officer shall, when requested, counsel with
and advise the other officers of the Corporation and shall perform such other
duties as he may agree with the Chief Executive Officer or as the Board may
from time to time determine. The Chief Financial Officer shall report directly
to the Chief Executive Officer.
 
   SECTION 9.  Vice Presidents. Any Vice President shall have such powers and
duties as shall be prescribed by his superior officer or the Board. A Vice
President shall, when requested, counsel with and advise the other officers of
the Corporation and shall perform such other duties as he may agree with the
Chief Executive Officer or as the Board may from time to time determine. A Vice
President need not be an officer of the Corporation.
 
   SECTION 10. Treasurer. The Treasurer, if one shall have been elected, shall
supervise and be responsible for all the funds and securities of the
Corporation; the deposit of all moneys and other valuables to the credit of the
Corporation in depositories of the Corporation; borrowings and compliance with
the provisions of all indentures, agreements and instruments governing such
borrowings to which the Corporation is a party; the disbursement of funds of
the Corporation and the investment of its funds; and in general shall perform
all of the duties incident to the office of the Treasurer. The Treasurer shall,
when requested, counsel with and advise the other officers of the Corporation
and shall perform such other duties as he may agree with the Chief Executive
Officer or as the Board may from time to time determine.
 
   SECTION 11. Controller. The Controller shall be the chief accounting officer
of the Corporation. The Controller shall, when requested, counsel with and
advise the other officers of the Corporation and shall perform such other
duties as he may agree with the Chief Executive Officer or the Chief Financial
Officer or as the Board may from time to time determine.
 
   SECTION 12. Secretary. It shall be the duty of the Secretary to act as
secretary at all meetings of the Board, of the committees of the Board and of
the stockholders and to record the proceedings of such meetings in a book or
books to be kept for that purpose; the Secretary shall see that all notices
required to be given by the Corporation are duly given and served; the
Secretary shall be custodian of the seal of the Corporation and shall affix the
seal or cause it to be affixed to all certificates of stock of the Corporation
(unless the seal of the Corporation on such certificates shall be a facsimile,
as hereinafter provided) and to all documents, the execution of which on behalf
of the Corporation under its seal is duly authorized in accordance with the
provisions of these By-laws; the Secretary shall have charge of the books,
records and papers of the Corporation and shall see that the reports,
statements and other documents required by law to be kept and filed are
properly kept and filed; and in general shall perform all of the duties
incident to the office of Secretary. The Secretary shall, when requested,
counsel with and advise the other officers of the Corporation and shall perform
such other duties as he may agree with the Chief Executive Officer or as the
Board may from time to time determine.
 
   SECTION 13. Assistant Treasurers and Assistant Secretaries. Any Assistant
Treasurers and Assistant Secretaries shall perform such duties as shall be
assigned to them by the Board. Any Assistant Treasurer or Assistant Secretary
shall perform such duties as shall be assigned to them by the Treasurer or
Secretary, respectively, or by the Chief Executive Officer.
 
   SECTION 14. Certain Actions. Notwithstanding anything to the contrary
contained in these By-laws, until December 31, 2003: (i) the removal of Gerald
M. Levin from the office of Chief Executive Officer, any modification to the
provisions of his employment contract which provide for his term of office or
any
 
                                      H-10