Hyatt Hotel corporation bylaws and governance documents

Hyatt Hotel Corporation

In which state is the company incorporated?

The company is incorporated in the state of Delaware (Sections 242 and 245 of the Delaware General Corporation Law)

Review all of the articles in the articles of incorporation. Which items are required under state law? Which items are permitted under state law but not required? Explain.

Items required under state law - Section 3.2 Annual Meeting, Stockholder's notice shall be in accordance with the Securities Exchange Act of 1934 and Section 3.8, public announcement shall include pursuant to the Exchange Act and the rules and regulations promulgated.

Items permitted under state law but not required - Section 3.4 Notice of Meetings - notice of meetings shall be given by way of written, printed or electronic notice and Section 3.11 Inspection of Elections -if required by applicable law, the Board of Directors by resolution shall appoint one or more inspectors.

Do the articles and/or bylaws contain any defensive measures against hostile takeovers? If so, what are they? (Hint: You might want to review pages 40-42 in your textbook.)

Yes, the articles contain defensive measures against hostile takeovers. Under these circumstances each share of Class B Common Stock held will automatically convert into one fully paid and non-assessable share of Class A Common Stock upon any change in the trustees (Article IV Section 4).

4. When are board meetings held? Include any information on annual meetings and/or special meetings. What are the notice requirements (if any)?

Section 4.1 Meetings - regular Meetings the Board of Directors are to be held when decided by the Board. No further notice shall be required for regular meetings of the Board of Directors. Special of the Board of Directors may be held at any time and place within or without the State of Delaware, whenever called by the Chairman of the Board, the Chief Executive Officer or any two of the directors. Notice of Special Meetings shall be given to each director at his business or residence in writing, or by facsimile transmission, telephone communication or electronic transmission.

5. What is necessary for the board to act? Specifically, what are the quorum and voting requirements?

Section 4.2 Quorum and Voting - unless the Certificate of Incorporation requires a greater number, a quorum of the Board of Directors shall consist of a majority of the total number of directors constituting the entire Board of Directors.

6. Do the articles and/or bylaws provide for indemnification of directors? If so, are there any restrictions on director indemnification? (Hint: You also may want to review state law regarding director indemnification.)

A director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists.

7. What class (es) of stock are authorized pursuant to the articles? Do the class (es) have any special rights, privileges or preferences? If so, what are they? Do the articles specify the par value of each class? If so, what is par value?

Article IV Section 1 - The total number of shares of stock which the Corporation is authorized to issue is 1,510,000,000 shares, of which 1,000,000,000 shares shall be shares of Class A Common Stock, par value $0.01 per share, 500,000,000 shares shall be shares of Class B Common Stock, par value $0.01 per share and together with the Class A Common Stock and 10,000,000 shares shall be shares of Preferred Stock, par value $0.01 per share

Article IV Section 2 - the holders of Class A Common Stock and Class B Common Stock shall at all times vote together as a single class on all matters (including election of directors) submitted to a vote of the stockholders of the Corporation. Each holder of Class A Common Stock shall be entitled to one vote for each share of Class A Common Stock held. Each holder of Class B Common Stock shall be entitled to ten votes for each share of Class B Common Stock held.

8. When are shareholder meetings held? Include any information on annual and/or special meetings. What are the notice requirements (if any)?

Section 3.1 Place of Meetings - meetings of the stockholders of the Corporation shall be held at such place, either within or without the State of Delaware, as may be designated from time to time by the Board of Directors.

Section 3.2 Annual Meeting - to the extent required by applicable law, an annual meeting of stockholders of the Corporation shall be held each year at such date and time designated by the Board of Directors.

Section 3.3 Special Meetings - special meetings of stockholders of the Corporation may be called, for any purpose or purposes, only by the Chairman of the Board or by the Secretary upon direction of the Board of Directors pursuant to a resolution adopted by a majority of the entire Board of Directors.

Section 3.4 Notice of Meetings - shall be prepared and delivered by the Corporation not less than ten nor more than sixty days before the date of the meeting, either personally, by mail, or in the case of stockholders who have consented to such delivery, by electronic transmission.

9. What is necessary for shareholders to act? Specifically, what are the quorum and voting requirements? Are voting requirements the same for each action taken by the shareholders (for example, are the voting requirements the same for the election of directors and other matters)? Who is eligible to vote (i.e., is there a method for establishing a record date, etc.)?