Industry Expertise I.B.M., according to company bylaws, does not necessarily have to replace the departing directors.

Mr. Carey says company bylaws now stop more chief executives from serving on more than two or three outside boards.

The deadline for nominating alternative board members for this year's annual meeting on April 26 has passed; those had to be submitted by Nov. 29, according to company bylaws.

As a board member, Miss Sills will be prevented by company bylaws from direct involvement in artistic decisions, Mr. Wilson said yesterday.

The company bylaws require that both classes be treated equally in a merger or takeover.

It also revised company bylaws to allow only its directors to convene shareholder meetings; previously, a majority of shareholders could call for meetings.

Sigfried's family has asked that the company hold a shareholder vote by Feb. 7, citing company bylaws, on whether to replace the board.

Mr. Golub is believed to have the support of at least 10 board members, a majority, and by company bylaws, all the votes he needs.

Though Harriman might be able to control the preferred stock, Hill knew the company bylaws allowed for the holders of the common stock to vote to retire the preferred.

Delaware law, which governs A.I.G., permits shareholders to change company bylaws by majority vote.