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 X
 
                                Waiver of Notice
 
   Whenever any notice whatsoever is required to be given by these By-laws, by
the Certificate or by law, the person entitled thereto may, either before or
after the meeting or other matter in respect of which such notice is to be
given, waive such notice in writing or as otherwise permitted by law, which
shall be filed with or entered upon the records of the meeting or the records
kept with respect to such other matter, as the case may be, and in such event
such notice need not be given to such person and such waiver shall be deemed
equivalent to such notice.
 
                                   ARTICLE XI
 
                                   Amendments
 
   These By-laws may be altered, amended or repealed, in whole or in part, or
new By-laws may be adopted by the stockholders or by the Board at any meeting
thereof; provided, however, that notice of such alteration, amendment, repeal
or adoption of new By-laws is contained in the notice of such meeting of the
stockholders or in the notice of such meeting of the Board and, in the latter
case, such notice is given not less than twenty-four hours prior to the
meeting. Unless a higher percentage is required by the Certificate, all such
amendments must be approved by either the holders of 80% or more of the
combined voting power of the outstanding shares of all classes and series of
capital stock of the Corporation entitled generally to vote in the election of
directors of the Corporation, voting as a single class, or by a majority of the
Board; provided, however, that, notwithstanding the foregoing, until December
31, 2003, the Board may not alter, amend or repeal, or adopt new By-laws in
conflict with, or recommend any such action to stockholders, (i) any provision
of these By-laws which requires a 75% vote of the Whole Board for action to be
taken thereunder or (ii) this Article XI, without the affirmative vote of not
less than 75% of the Whole Board.
 
                                  ARTICLE XII
 
                                 Miscellaneous
 
   SECTION 1. Execution of Documents. The Board or any committee thereof shall
designate the officers, employees and agents of the Corporation who shall have
power to execute and deliver deeds, contracts, mortgages, bonds, debentures,
notes, checks, drafts and other orders for the payment of money and other
documents for and in the name of the Corporation and may authorize (including
authority to redelegate) by written instrument to other officers, employees or
agents of the Corporation. Such delegation may be by resolution or otherwise
and the authority granted shall be general or confined to specific matters, all
as the Board or any such committee may determine. In the absence of such
designation referred to in the first sentence of this Section, the officers of
the Corporation shall have such power so referred to, to the extent incident to
the normal performance of their duties.
 
   SECTION 2. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation or
otherwise as the Board or any committee thereof or any officer of the
Corporation to whom power in respect of financial operations shall have been
delegated by the Board or any such committee or in these By-laws shall select.
 
   SECTION 3. Checks. All checks, drafts and other orders for the payment of
money out of the funds of the Corporation, and all notes or other evidences of
indebtedness of the Corporation, shall be signed on behalf of the Corporation
in such manner as shall from time to time be determined by resolution of the
Board or of any committee thereof or by any officer of the Corporation to whom
power in respect of financial operations shall have been delegated by the Board
or any such committee thereof or as set forth in these By-laws.
 
 
                                      H-17