EXXON MOBIL CORPORATION
INCORPORATED IN NEW JERSEY
Meetings of Shareholders
1. Meetings of shareholders may be held on such date and at such
time and place, within or without the State of New Jersey, as may be fixed by
the board of directors and stated in the notice of meeting.
2. The date for each annual meeting of shareholders, fixed as
provided in Section 1 of this Article I, shall be a date not more than thirteen
months after the date on which the last annual meeting of shareholders was
held. The directors shall be elected at the annual meeting of shareholders.
3. Special meetings of the shareholders may be called by the
board of directors, the chairman of the board or the president.
4. Except as otherwise provided by statute, written notice of
the date, time, place and purpose or purposes of every meeting of shareholders
shall be given not less than ten nor more than sixty days before the date of
the meeting, either personally or by mail, to each shareholder of record
entitled to vote at the meeting. The business transacted at meetings shall be
confined to the purposes specified in the notice.
5. Unless otherwise provided by statute the holders of shares
entitled to cast a majority of votes at a meeting, present either in person or
by proxy, shall constitute a quorum at such meeting. Less than a quorum may
6. For the purpose of determining the shareholders entitled to
notice of or to vote at any meeting of shareholders or any adjournment thereof,
or for the purpose of determining shareholders entitled to receive payment of
any dividend or allotment of any right, or for the purpose of any other action,
the board of directors may fix in advance a date as the record date for any
such determination of shareholders. Such date shall not be more than sixty nor
less than ten days before the date of such meeting, nor more than sixty days
prior to any other action.
7. The board of directors may, in advance of any shareholders'
meeting, appoint one or more inspectors to act at the meeting or any
adjournment thereof. If inspectors are not so appointed by the board or shall
fail to qualify, the person presiding at a shareholders' meeting may, and at
the request of any shareholder entitled to vote thereat, shall, make such
appointment. In case any person appointed as inspector fails to appear or act,
the vacancy may be filled by appointment made by the board in advance of the
meeting or at the meeting by the person presiding at the meeting. Each
inspector, before entering upon the discharge of the duties of inspector, shall
take and sign an oath faithfully to execute such duties at such meeting with
strict impartiality and according to the best of the inspector's ability.
The inspectors shall determine the number of shares
outstanding and the voting power of each, the shares represented at the
meeting, the existence of a quorum, the validity and effect of proxies, and
shall receive votes or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate all
votes or consents, determine the result, and do such acts as are proper to
conduct the election or vote with
fairness to all shareholders. If there are three or more inspectors, the act
of a majority shall govern. On request of the person presiding at the meeting
or any shareholder entitled to vote thereat, the inspectors shall make a report
in writing of any challenge, question or matter determined by them. Any report
made by them shall be prima facie evidence of the facts therein stated, and
such report shall be filed with the minutes of the meeting.
Board of Directors
1. The business and affairs of the corporation shall be managed
by its board of directors consisting of not less than ten nor more than
nineteen members, who shall hold office until the next annual meeting and until
their successors shall have been elected and qualified. The actual number of
directors shall be determined from time to time by resolution of the board. If
at any time, except at the annual meeting, the number of directors shall be
increased, the additional director or directors may be elected by the board, to
hold office until the next annual meeting and until their successors shall have
been elected and qualified.
2. The organization meeting of the board of directors, for the
purpose of organization or otherwise, shall be held without further notice on
the day of the annual meeting of shareholders, at such time and place as shall
be fixed from time to time pursuant to resolution of the board. Other regular
meetings of the board may be held without further notice at such times and
places as shall be fixed from time to time pursuant to resolution of the
board. The chairman of the board, the president, any vice president who is a
member of the board, or the secretary may change the day or hour or place of
any single regular meeting from that determined by the board upon causing that
prior notice of such change be transmitted to all directors.
Special meetings of the board may be called at the direction
of the chairman of the board, of the president or of any vice president who is
a member of the board, or, in the absence of such officers, at the direction of
any one of the directors. Any such meeting shall be held on such date and at
such time and place as may be designated in the notice of the meeting.
Notices required under this section may be transmitted in
person, in writing, or by telephone, telegram, cable or radio, and shall be
effective whether or not actually received, provided they are duly transmitted
not less than forty-eight hours in advance of the meeting. Notice may be
waived in writing before or after a meeting. No notice or waiver need specify
the business scheduled for any board meeting and any business may be transacted
at either a regular or special meeting.
3. Five directors shall constitute a quorum for the transaction
of business, except that any directorship not filled at the annual meeting and
any vacancy, however caused, occurring in the board may be filled by the
affirmative vote of a majority of the remaining directors even though less than
a quorum of the board, or by a sole remaining director. At any meeting of the
board, whether or not a quorum is present, a majority of those present may
adjourn the meeting. Notice of an adjourned meeting need not be given if the
time and place are fixed at the meeting adjourning and if the period of
adjournment does not exceed ten days in any one adjournment.
4. (a) The provisions of this Section 4 of Article II shall be
operative during any emergency in the conduct of the business of the
corporation resulting from an attack on the United States or any nuclear or
atomic disaster or from the imminent threat of such an attack or disaster. For
the purpose of this Section 4 of Article II, such an emergency is defined
as any period following (i) an enemy attack on the
continental United States or any nuclear or atomic disaster as a result and
during the period of which the means of communication or travel within the
continental United States are disrupted or made uncertain or unsafe, or (ii) a
determination as herein provided that such an attack or disaster is imminent or
has occurred. The commencement and termination of the period of any such
emergency may be determined by the chairman of the board or, in the event of
the death, absence or disability of the chairman of the board, by the
president, or in the event of the death, absence or disability of both the
chairman of the board and the president, by such person or persons as the board
of directors may from time to time designate, but in the absence of such
specific designation, by the executive or senior vice president who has been
designated pursuant to the authority of Section 6 of Article IV of these
by-laws to exercise the powers and perform the duties of the chairman of the
board and the president. To the extent not inconsistent with the provisions of
this Section 4 of Article II, the by-laws in their entirety shall remain in
effect during any such emergency.
(b) Before or during any such emergency, the board may change
the head office or designate several alternative head offices or regional
offices, or authorize the officers to do so, said change to be effective during
(c) The officers or other persons designated by title in a
list approved by the board before or during the emergency, all who are known to
be alive and available to act in such order of priority and subject to such
conditions and for such period of time, not longer than reasonably necessary
after the termination of the emergency, as may be provided in the resolution of
the board approving the list, shall, to the extent required to provide a quorum
at any meeting of the board, be deemed and shall have all the powers of
directors for such meeting. Unless so designated, an officer who is not a
director shall not be deemed a director for the foregoing purpose.
(d) Meetings of the board may be called by any officer or
director or in the absence of all officers and directors by any person
designated in a list approved by the board pursuant to subsection (c) of this
Section 4. Any such meeting shall be held on such date and at such time and
place as may be designated in the notice of the meeting. Notice of any such
meeting need be given only to such of the directors as it may be feasible to
reach at the time and such of the persons designated in such list as is
considered advisable in the judgment of the person calling the meeting. Any
such notice may be transmitted in person, in writing, or by telephone,
telegram, cable or radio, or by such other means as may be feasible at the
time, shall be effective whether or not actually received and shall be given at
such time in advance of the meeting as, in the judgment of the person calling
the meeting, circumstances permit.
(e) Three directors shall constitute a quorum for the
transaction of business.
(f) Before or during any such emergency, the board by
resolution may (i) appoint one or more committees in addition to or in
substitution for one or more of those appointed pursuant to the provisions of
Article III of these by-laws to act during such emergency and (ii) take any of
the actions listed in Section 2 of Article III of these by-laws in regard to
any committee established pursuant to (i) of this subsection (f). Each such
committee shall have at least three members, none of whom need be a director.
To the extent provided in such resolution, each such committee shall have and
may exercise all the authority of the board, except that no such committee
shall take the action which Section 1 of Article III of these by-laws prohibits
committees of the board to take.
(g) Before or during any such emergency, the board may provide and
from time to time modify, lines of succession in the event that during such an
emergency any or all officers or agents of the corporation or any or all
members of any committee of the board shall for any reason be rendered
incapable of discharging their duties.
(h) No officer, director or employee acting in accordance
with this Section 4 of Article II shall be liable except for willful
misconduct. No officer, director or employee shall be liable for any action
taken in good faith in such an emergency in furtherance of the ordinary
business affairs of the corporation even though not authorized by the by-laws
then in effect.
(i) Persons may conclusively rely upon a determination made
pursuant to subsection (a) of this Section 4 that an emergency as therein
defined exists regardless of the correctness of such determination.
5. No contract or other transaction between the corporation and
one or more of its directors or between the corporation and any other
corporation, firm or association of any type or kind in which one or more of
its directors are directors or are otherwise interested, shall be void or
voidable solely by reason of such common directorship or interest, or solely
because such director or directors are present at the meeting of the board or a
committee thereof which authorizes or approves the contract or transaction, or
solely because such director's or directors' votes are counted for such
purpose, if (a) the contract or other transaction is fair and reasonable as to
this corporation at the time it is authorized, approved or ratified, or (b) the
fact of the common directorship or interest is disclosed or known to the board
or committee and the board or committee authorizes, approves or ratifies the
contract or transaction by unanimous written consent, provided at least one
director so consenting is disinterested, or by affirmative vote of a majority
of the disinterested directors, even though the disinterested directors be less
than a quorum, or (c) the fact of the common directorship or interest is
disclosed or known to the shareholders and they authorize, approve or ratify
the contract or transaction.
Committees of the Board
1. The board, by resolution adopted by a majority of the entire
board, may appoint from among its members an executive committee and one or
more other committees, each of which shall have at least three members. To the
extent provided in such resolution, each such committee shall have and may
exercise all the authority of the board, except that no such committee shall
(a) make, alter or repeal any by-law of the corporation; (b) elect any
director, or remove any officer or director; (c) submit to shareholders any
action that requires shareholders' approval; or (d) amend or repeal any resolution
theretofore adopted by the board which by its terms is amendable or repealable
only by the board.
2. The board, by resolution adopted by a majority of the entire
board, may (a) fill any vacancy in any such committee; (b) appoint one or more
directors to serve as alternate members of any such committee, to act in the
absence or disability of members of any such committee with all the powers of
such absent or disabled members; (c) abolish any such committee at its
pleasure; (d) remove any director from membership on such committee at any
time, with or without cause; and (e) establish as a quorum for any such
committee less than a majority of the entire committee, but in no case less
than the greater of two persons or one-third of the entire committee.
3. Actions taken at a meeting
of any such committee shall be reported to the board at its next meeting
following such committee meeting; except that, when the meeting of the board is
held within two days after the committee meeting, such report shall, if not made
at the first meeting, be made to the board at its second meeting following such
1. The board of directors at the organization meeting on the day
of the annual election of directors shall elect a chairman of the board, a
president, one or more vice presidents as the board may determine, any one or
more of whom may be designated as executive vice president or as senior vice
president or in such special or limiting style as the board may determine, a
secretary, a treasurer, a controller, a general counsel, and a general tax
counsel. The chairman of the board and the president shall each be a director,
but the other officers need not be members of the board.
2. The board of directors may from time to time elect, or
authorize an officer of the corporation to appoint in writing, assistant
secretaries, assistant treasurers, assistant controllers, and such other
officers as the board may designate.
3. All officers of the corporation, as between themselves and
the corporation, shall have such authority and perform such duties in the
management of the corporation as may be provided in these by-laws, or as may be
determined by resolution of the board not inconsistent with these by-laws.
4. The chairman of the board shall be chief executive officer of
the corporation and shall preside at all meetings of shareholders and
directors. Subject to the board of directors, the chairman of the board shall
have general care and supervision of the business and affairs of the
corporation. In the absence of the president, the chairman of the board shall
exercise the powers and perform the duties of the president.
5. The president shall, subject to the board of directors,
direct the current administration of the business and affairs of the
corporation. In the absence of the chairman of the board, the president shall
preside at meetings of the shareholders and directors and exercise the other
powers and duties of the chairman.
6. In the event of the death, absence, or disability of the
chairman of the board and the president, an executive or senior vice president
may be designated by the board to exercise the powers and perform the duties of
7. The secretary shall give notice of all meetings of the
shareholders and of the board of directors. The secretary shall keep records
of the votes at elections and of all other proceedings of the shareholders and
of the board. The secretary shall have all the authority and perform all the
duties normally incident to the office of secretary and shall perform such
additional duties as may be assigned to the secretary by the board, the
chairman of the board or the president.
The assistant secretaries shall perform such of the duties of
the secretary as may be delegated to them by the secretary.
8. The treasurer shall, unless
the board of directors specifies otherwise, be the principal financial officer
of the corporation. The treasurer shall have charge and custody of all funds
and securities of the corporation; receive and give receipts for monies paid to
the corporation, and deposit such monies in the corporation's name in such
banks or other depositories as shall be selected for the purpose; and shall
cause money to be paid out as the corporation may require. The treasurer shall
have all the authority and perform all the duties normally incident to the
office of treasurer and shall perform such additional duties as may be assigned
to the treasurer by the board of directors, the chairman of the board or the
The assistant treasurers shall perform such of the duties of
the treasurer as may be delegated to them by the treasurer.
9. The controller shall be the principal accounting and
financial control officer of the corporation. The controller shall be
responsible for the system of financial control of the corporation, including
internal audits, the maintenance of its accounting records, and the preparation
of the corporation's financial statements. The controller shall periodically
inform the board of directors of the corporation's financial results and position.
The controller shall have all the authority and perform all the duties normally
incident to the office of controller and shall perform such additional duties
as may be assigned to the controller by the board of directors, the chairman of
the board or the president.
The assistant controllers shall perform such of the duties of
the controller as may be delegated to them by the controller.
10. The general counsel shall advise the board of directors and
officers on legal matters, except those relating to taxes. The general tax
counsel shall advise the board of directors and officers on legal matters
relating to taxes. Each shall perform such additional duties as may be
assigned to either of them by the board of directors, the chairman of the board
or the president.
11. Any vacancy occurring among the officers, however caused, may
be filled by the board of directors except that any vacancy in the office of an
assistant secretary, assistant treasurer or assistant controller appointed by
an officer of the corporation may be filled by the officer, if any, then
authorized by the board to make appointments to such office.
12. Any officer may be removed by the board with or without
cause, and any assistant secretary, assistant treasurer or assistant controller
appointed by an officer of the corporation may be removed with or without cause
by the officer, if any, then authorized by the board to make appointments to
Divisions and Division Officers
1. The board of directors may from time to time establish one or
more divisions of the corporation and assign to such divisions responsibilities
for such of the corporation's business, operations and affairs as the board may
2. The board of directors may appoint or authorize an officer of
the corporation to appoint in writing officers of a division. Unless elected
or appointed an officer of the corporation by the board of directors or
pursuant to authority granted by the board, an officer of a division shall not
as such be an officer of the corporation, except that such person shall be an
officer of the corporation for the purposes of executing and
delivering documents on behalf of
the corporation or for other specific purposes, if and to the extent that such
person may be authorized to do so by the board of directors. Unless otherwise
provided in the writing appointing an officer of a division, such person's term
of office shall be for one year and until that person's successor is appointed
and qualified. Any officer of a division may be removed with or without cause
by the board of directors or by the officer, if any, of the corporation then
authorized by the board of directors to appoint such officer of a division.
3. The board of directors may prescribe or authorize an officer
of the corporation or an officer of a division to prescribe in writing the
duties and powers and authority of officers of divisions.
Transfer of Shares
1. Shares of the corporation shall be transferable on the records
of the corporation in accordance with the provisions of Chapter 8 of the
Uniform Commercial Code (New Jersey Statutes 12A:8-101 et seq.), as amended
from time to time, except as otherwise provided in the New Jersey Business
Corporation Act (New Jersey Statutes 14A:l-l et seq.).
2. In the case of lost, destroyed or wrongfully taken
certificates, transfer shall be made only after the receipt of a sufficient
indemnity bond, if required by the board of directors, and satisfaction of
other reasonable requirements imposed by the board.
3. The board of directors may from time to time appoint one or
more transfer agents and one or more registrars of transfers. All share
certificates shall bear the signature, which may be a facsimile, of a transfer
agent and of a registrar. The functions of transfer agents and registrars
shall conform to such regulations as the board may from time to time
prescribe. The board may at any time terminate the appointment of any transfer
agent or registrar.
The fiscal year of the corporation shall be the calendar
1. The corporate seal is, and until otherwise ordered by the
board of directors shall be, a circle containing the words "EXXON MOBIL
CORPORATION, CORPORATE SEAL, 1882, NEW JERSEY" and may be an impression
thereof or printed or other facsimile reproduction.
2. The impression of the seal may be made and attested by either
the secretary or an assistant secretary for the authentication of contracts and
other papers requiring the seal.
The board of directors shall have the power to make, alter
and repeal the by-laws of the corporation, but by-laws made by the board may be
altered or repealed, and new by-laws made, by the shareholders.
1. The corporation shall indemnify to the full extent from time
to time permitted by law any director or former director or officer or former
officer made, or threatened to be made, a party to, or a witness or other
participant in, any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, arbitrative, legislative,
investigative, or of any other kind, by reason of the fact that such person is
or was a director, officer, employee or other corporate agent of the
corporation or any subsidiary of the corporation or serves or served any other
enterprise at the request of the corporation (including service as a fiduciary
with respect to any employee benefit plan of the corporation or any subsidiary
of the corporation) against expenses (including attorneys' fees), judgments,
fines, penalties, excise taxes and amounts paid in settlement, actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, or any appeal therein. No indemnification pursuant to this Article
X shall be required with respect to any settlement or other nonadjudicated
disposition of any threatened or pending action or proceeding unless the
corporation has given its prior consent to such settlement or other
2. As any of the foregoing expenses are incurred, they shall be
paid by the corporation for the director or former director or officer or
former officer in advance of the final disposition of the action, suit or
proceeding promptly upon receipt of an undertaking by or on behalf of such
person to repay such payments if it shall ultimately be determined that such
person is not entitled to be indemnified by the corporation.
3. The foregoing indemnification and advancement of expenses
shall not be deemed exclusive of any other rights to which any person
indemnified may be entitled.
4. The rights provided to any person by this Article X shall be
enforceable against the corporation by such person, who shall be presumed to
have relied upon it in serving or continuing to serve as a director or in any
of the other capacities set forth in this Article X. No elimination of or
amendment to this Article X shall deprive any person of rights hereunder
arising out of alleged or actual occurrences, acts or failures to act occurring
prior to notice to such person of such elimination or amendment. The rights
provided to any person by this Article X shall inure to the benefit of such
person's legal representative.