EXHIBIT 3(b)
REGULATIONS
OF
CLEVELAND-CLIFFS INC
(These Regulations were adopted by the sole shareholder by unanimous written
action pursuant to Section 1701.54 of the Ohio Revised Code on February 25,
1985.)
ARTICLE I
SHAREHOLDERS' MEETINGS
SECTION 1. ANNUAL MEETING
The annual meeting of shareholders shall be held at 3:00 o'clock p.m., on
the fourth Wednesday in April in each year, if not a legal holiday, and if a
legal holiday, then on the next day not a legal holiday, or, if in any
particular year the date and time so determined for the annual meeting shall
not be acceptable to a majority of the Directors, then such annual meeting
shall be held on such other date and time during such year as shall be fixed
and approved by a majority of the Directors, for the election of Directors and
the consideration of reports to be laid before such meeting. Upon due notice,
there may also be considered and acted upon at an annual meeting any matter
which could properly be considered and acted upon at a special meeting, in
which case and for which purpose the annual meeting shall also be considered
as, and shall be, a special meeting. When the annual meeting is not held or
Directors are not elected thereat, they may be elected at a special meeting
called for that purpose.
SECTION 2. SPECIAL MEETINGS
Special meetings of shareholders may be called by the Chairman or the
President or a Vice President, or by the Directors by action at a meeting, or
by three or more of the Director acting without a meeting, or by the person or
persons who hold not less than twenty-five percent of all shares outstanding
and entitled to be voted on any proposal to be subjected at said meeting.
Upon request in writing delivered either in person or by registered mail to
the president or Secretary by any person or persons entitled to call a meeting
of shareholders, such officer shall forthwith cause to be given, to the
shareholders entitled thereto, notice of a meeting to be held not less than
twenty nor more than sixty days after the receipt of such request, as such
officer shall fix. If such notice is not given within twenty days after the
delivery or mailing of such request, the person or persons calling the meeting
may fix the time of meeting and give, or cause to be given, notice in the
manner hereinafter provided.
SECTION 3. PLACE OF MEETINGS
Any meeting of shareholders may be held either at the principal office of
the Company or at such other place within or without the State of Ohio as may
be designated in the notice of said meeting.
SECTION 4. NOTICE OF MEETINGS
Not more than sixty days nor less than twenty days before the date fixed
for a meeting of shareholders, whether annual or special, written notice of the
time, place and purposes of such meeting shall be given by or at the direction
of the Chairman, the President, a Vice President, the Secretary or an Assistant
Secretary. Such notice shall be given either by personal delivery or by mail to
each shareholder of record entitled to notice of such meeting. If such notice
is mailed, it shall be addressed to the shareholders at their respective
addresses as they appear on the records of the
Company, and notice shall be deemed to have been given on the day so mailed.
Notice of adjournment of a meeting need not be given if the time and place to
which it is adjourned are fixed and announced at such meeting.
SECTION 5. SHAREHOLDERS ENTITLED TO NOTICE AND TO VOTE
If the record date shall not be fixed pursuant to statutory authority, the
record date for the determination of the shareholders who are entitled to
notice of a Meeting of shareholders shall be the close of business on the date
next preceding the day on which such notice is given and the record date for
the determination of shareholders who are entitled to vote at such a meeting of
shareholders shall be the close of business on the date next preceding the day
on which the meeting is held.
SECTION 6. QUORUM
To constitute a quorum at any meeting of shareholders, there shall be
present in person or by proxy shareholders of record entitled to exercise not
less than a majority of the voting power of the Company in respect of any one
of the purposes for which the meeting is called.
The shareholders present in person or by proxy, whether or not a quorum be
present, may adjourn the meeting from time to time.
ARTICLE II
DIRECTORS
SECTION 1. ELECTION, NUMBER AND TERM OF OFFICE
The Directors shall be elected at the annual meeting of shareholders, or if
not so elected. at a special meeting of shareholders called for that purpose,
and each Director shall hold office until the date fixed by these Regulations
for the next succeeding annual meeting of shareholders and until his successor
is elected, or until his earlier resignation, removal from office, or death. At
any meeting of shareholders at which Directors are to be elected, only persons
nominated as candidates shall be eligible for election.
The number of Directors, which shall not be less than three, may be fixed
or changed at a meeting of the shareholders called for the purpose of electing
Directors at which a quorum is present, by the affirmative vote of the holders
of a majority of the shares represented at the meeting and entitled to vote on
such proposal. In case the shareholders at any meeting for the election of
Directors shall fail to fix the number of Directors to be elected, the number
elected shall be deemed to be the number of Directors so fixed.
The number of Directors fixed as hereinabove in this Section provided may
also be increased or decreased by the Directors at a meeting or by action
without a meeting, and the number of Directors as so changed shall be the
number of Directors until further changed in accordance with this Section;
provided, that no such decrease in the number of Directors shall result in the
removal of any incumbent Director or in the reduction of the term of any
incumbent Director. Any decrease in the number of Directors to less than the
number of Directors then in office shall become effective as the resignation,
removal from office, death or expiration of the term of any incumbent Director
occurs. In the event that the Directors increase the number of Directors, the
Directors who are in office may fill any vacancy created thereby.
SECTION 2. QUORUM
A majority of the number of Directors then in office shall be necessary to
constitute a quorum for the transaction of business, but if at any meeting of
the Directors there shall be less than a quorum present, a majority of those
present may adjourn the meeting from time to time without notice other than
announcement at the meeting until a quorum shall attend.
SECTION 3. COMMITTEES
The Directors may from time to time create a committee or committees of
Directors to act in the intervals between meetings of the Directors and may
delegate to such committee or committees any of the authority of the Directors
other than that of filling vacancies among the Directors or in any committee of
the Directors. No committee shall consist of less than three Directors. The
Directors may appoint one or more Directors as alternate members of any such
committee, who may take the place of any absent member or members at any
meeting of such committee.
Unless otherwise ordered by the Directors, a majority of the members of any
committee appointed by the Directors pursuant to this Section shall constitute
a quorum at any meeting thereof, and the act of a majority of the members
present at a meeting at which a quorum is present shall be the act of such
committee. Action may be taken by any such committee without a meeting by a
writing or writings signed by all of its members. Any such committee may
prescribe its own rules for calling and holding meetings and its method of
procedure, subject to any rules prescribed by the Directors, and shall keep a
written record of all action taken by it.
ARTICLE III
OFFICERS
SECTION 1. OFFICERS
The Company may have a Chairman and shall have a President (both of whom
shall be Directors), a Secretary and a Treasurer. The Company may also have one
or more Vice Presidents and such other officers and assistant officers as the
Directors may deem necessary. All of the officers and assistant officers shall
be elected by the Directors.
SECTION 2. AUTHORITY AND DUTIES OF OFFICERS
The officers of the Company shall have such authority and shall perform
such duties as are customarily incident to their respective offices, or as may
be specified from time to time by the Directors regardless of whether such
authority and duties are customarily incident to such office.
ARTICLE IV
INDEMNIFICATION AND INSURANCE
SECTION 1. INDEMNIFICATION
The Company shall indemnify, to the full extent then permitted by law, any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was a Director, officer, employee or agent of the Company, or is or was serving
at the request of the Company as a director, trustee, officer, employee or
agent of another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust or other enterprise; provided, however, that
the Company shall indemnify any such agent (as opposed to any director, officer
or employee) of the Company to an extent greater than that required by law only
if and to the extent that the Directors may, in their discretion, so determine.
The indemnification provided hereby shall not be deemed exclusive of any other
rights to which those seeking indemnification may be entitled under any law,
the Articles of Incorporation or any agreement, vote of shareholders or of
disinterested Directors or otherwise, both as to action in official capacities
and as to action in another capacity while he is a Director, officer, employee
or agent, and shall continue as to a person who has ceased to be a Director,
trustee, officer, employee or agent and shall inure to the benefit of heirs,
executors and administrators of such a person.
SECTION 2. INSURANCE
The Company may, to the full extent then permitted by law and authorized by
the Directors, purchase and maintain insurance on behalf of any persons
described in Section 1 of this Article IV against any liability asserted
against and incurred by any such person in any such capacity, or arising out of
his status as such, whether or not the Company would have the power to
indemnify such person against such liability.
ARTICLE V
MISCELLANEOUS
SECTION 1. TRANSFER AND REGISTRATION OF CERTIFICATES
The Directors shall have authority to make or adopt such rules and
regulations as they deem expedient concerning the issuance, transfer and
registration of certificates for shares and the shares represented thereby and
may appoint transfer agents and registrars thereof.
SECTION 2. SUBSTITUTED CERTIFICATES
Any person claiming a certificate for shares to have been lost, stolen or
destroyed shall make an affidavit or affirmation of that fact and, if required
by the Directors, shall give the Company and its registrar or registrars and
its transfer agent or agents a bond of indemnity satisfactory to the Directors
or to the President or a Vice President and the Secretary or the Treasurer,
and, if required by the Directors or such officers, shall advertise the same in
such manner as may be required, whereupon a new certificate may be executed and
delivered of the same tenor and for the same number of shares as the one
alleged to have been lost, stolen or destroyed.
SECTION 3. CORPORATE SEAL
The seal of the Company shall be circular in form with the name of the
Company stamped around the margin and the words "Corporate Seal" stamped across
the center.
SECTION 4. AMENDMENTS
These Regulations may be amended by the affirmative vote of the share
holders of record entitled to exercise a majority of the voting power on such
proposal.