<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 31, 1996
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Zimmerman Sign Company
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(Exact name of registrant as specified in its charter)
Texas 0-21737 75-0864498
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(State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
9846 Hwy. 31 East, Tyler, Texas 75705
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (903) 595-7400
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ITEM 1. CHANGE IN CONTROL OF REGISTRANT.
On December 31, 1996 (the "Distribution Date"), Independence Holding
Company ("IHC") distributed 100% of its holdings of the common stock, par value
$.01 per share ("Zimmerman Common Stock"), of Zimmerman Sign Company
("Zimmerman") on a pro rata basis to holders of record of IHC common stock, par
value $1.00 per share ("IHC Common Stock"). At the Distribution Date, IHC held
80.14% of the outstanding shares of Zimmerman Common Stock. This transaction is
hereinafter referred to as the "Distribution." Holders of IHC Common Stock
received one share of Zimmerman Common Stock for each five shares of IHC Common
Stock held on December 20, 1996 (the "Record Date"). Holders of IHC Common
Stock were not required to pay for the shares of Zimmerman Common Stock received
in the Distribution, or to surrender or exchange IHC Common Stock in order to
receive Zimmerman Common Stock in the Distribution.
Approximately 1,486,349 shares of Zimmerman Common Stock were
distributed based on 7,431,748 shares of IHC Common Stock outstanding as of the
Record Date. No fractional shares were issued. Fractional share interests will
be sold by an agent, and the cash proceeds thereof distributed to those
shareholders entitled to a fractional interest. Before the Distribution, a
group consisting of Geneve Holdings, Inc. and its subsidiaries (collectively,
"Geneve") was the beneficial owner of 4,092,906 shares of IHC Common Stock.
Pursuant to the Distribution, Geneve became the beneficial owner of 818,579
shares of Zimmerman Common Stock, which constitutes 44.14% of the currently
outstanding shares of Zimmerman Common Stock. Immediately following the
Distribution, IHC no longer owned any shares of Zimmerman Common Stock.
There are no arrangements known to the Registrant the operation of
which may at a subsequent date result in a change in control of the Registrant.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
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4.1 Amended and Restated Articles of Incorporation of
Zimmerman Sign Company dated December 5, 1996 (1)
4.2 Amended and Restated Bylaws of Zimmerman Sign
Company dated December 3, 1996 (1)
4.3 Distribution Agreement, dated as of November 26,
1996, by and between Zimmerman Sign Company and
Independence Holding Company (2)
4.4 Registration Rights Agreement, dated as of
December 1, 1996, by and between Zimmerman Sign
Company and Geneve Holdings, Inc. (2)
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(1) Filed herewith
(2) Previously filed as an Exhibit to the Registrant's
Registration Statement on Form 10/A, File No. 0-21737,
and incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ZIMMERMAN SIGN COMPANY
Date: January 10, 1997 By: /s/ DAVID E. ANDERSON
------------------------------
David E. Anderson
Chairman
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INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
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4.1 Amended and Restated Articles of Incorporation of Zimmerman Sign
Company dated December 5, 1996 (1)
4.2 Amended and Restated Bylaws of Zimmerman Sign Company dated December
3, 1996 (1)
4.3 Distribution Agreement, dated as of November 26, 1996, by and between
Zimmerman Sign Company and Independence Holding Company (2)
4.4 Registration Rights Agreement, dated as of December 1, 1996, by and
between Zimmerman Sign Company and Geneve Holdings, Inc. (2)
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(1) Filed herewith
(2) Previously filed as an Exhibit to the Registrant's Registration
Statement on Form 10/A, File No. 0-21737, and incorporated herein
by reference.
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AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
ZIMMERMAN SIGN COMPANY
Pursuant to the provisions of Art. 4.07 of the Texas Business Corporation
Act, the undersigned Corporation does hereby adopt the following Amended and
Restated Articles of Incorporation:
ARTICLE ONE
The name of the Corporation is Zimmerman Sign Company.
ARTICLE TWO.
The following amendments to the Articles of Incorporation were adopted by
the shareholders of the Corporation on the 3rd day of December, 1996.
ARTICLE THREE
The following amendment alters Article II of the original Articles of
Incorporation to read as follows:
"ARTICLE II. The purpose for which the Corporation is organized is
the transaction of any or all lawful business for which corporations
may be incorporated under the Texas Business Corporation Act."
This amendment deletes all of Article II of the original Articles of
Incorporation. The article that was deleted read as follows:
"ARTICLE II. This association is formed for the purpose of
transacting any manufacturing business and to purchase and sell goods,
wares and merchandise used for such business as provided in Article
1302, Subdivision No. 34 of the Revised Civil Statutes of the State of
Texas, and being more specifically, classified as manufacture and sale
of signs."
ARTICLE FOUR
The following amendment changes the amount of the stated capital of the
Corporation. This amendment alters Article VI of the original Articles of
Incorporation to read as follows:
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"ARTICLE VI. The aggregate number of shares of capital stock that the
Corporation will have authority to issue is 17,000,000, 15,000,000 of
which will be shares of Common Stock, having a par value of $.01 per
share, and 2,000,000 of which will be shares of preferred stock,
having a par value of $.01 per share.
Preferred stock may be issued in one or more series as may be
determined from time to time by the Board of Directors. All shares of
any one series of preferred stock will be identical except as to the
date of issue and the dates from which dividends on shares of the
series issued on different dates will cumulate, if cumulative.
Authority is hereby expressly granted to the Board of Directors to
authorize the issuance of one or more series of preferred stock, and
to fix by resolution or resolutions providing for the issue of each
such series the voting powers, designations, preferences, and
relative, participating, optional, redemption, conversion, exchange or
other special rights, qualifications, limitations or restrictions of
such series, and the number of shares in each series, to the full
extent now or hereafter permitted by law."
This amendment deletes all of Article VI of the original Articles of
Incorporation. The article that was deleted read as follows:
"ARTICLE VI. The amount of the Capital Stock is One Hundred Thousand
Dollars ($100,000.00) divided into Five Hundred (500) shares of One
Hundred Dollars ($100.00) par each Common Stock and Five Hundred (500)
shares of Non-voting Preferred Stock of the par value of One Hundred
Dollars ($100.00) per share, all of which Capital Stock has been
subscribed and in good faith paid in cash."
ARTICLE FIVE
The following amendments are additions to the original and all subsequent
amendments to the Articles of Incorporation and the full text of the provisions
added reads as follows:
"ARTICLE VII. No shareholder of the Corporation will, solely by
reason of his holding shares of any class, have any preemptive or
preferential right to purchase or subscribe for any shares of the
Corporation, now or hereafter to be authorized, or any notes,
debentures, bonds or other securities convertible into or carrying
warrants, rights or options to purchase shares of any class, now or
hereafter to be authorized, whether or not the issuance of any such
shares or such notes, debentures, bonds or other securities would
adversely affect the dividend, voting or any other rights of such
shareholder. The Board of Directors may authorize the issuance of,
and the Corporation may issue, shares of any class of the Corporation,
or any notes, debentures, bonds or other securities convertible into
or carrying warrants, rights or options to purchase any such shares,
without
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offering any shares of any class to the existing holders of any class
of stock of the Corporation.
ARTICLE VIII. Shareholders of the Corporation will not have the right
of cumulative voting for the election of directors or for any other
purpose.
ARTICLE IX. The Board of Directors is expressly authorized to alter,
amend or repeal the Bylaws of the Corporation or to adopt new Bylaws.
ARTICLE X. (a) The Corporation will, to the fullest extent permitted
by the Texas Business Corporation Act, as the same exists or may
hereafter be amended ("TBCA"), indemnify any and all persons who it
has power to indemnify under such Act from and against any and all of
the expenses, liabilities or other matters referred to in or covered
by the TBCA. Such indemnification may be provided pursuant to any
Bylaw, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his director or officer capacity and
as to action in another capacity while holding such office, will
continue as to a person who has ceased to be a director, officer,
employee or agent, and inure to the benefit of the heirs, executors
and administrators of such a person.
(b) Reasonable expenses incurred by a person who was, is, or is
threatened to be made a named defendant or respondent in a proceeding
shall be paid or reimbursed by the Corporation in advance of the final
disposition of the proceeding (and without any prior determination or
authorization being first required) after (a) the Corporation receives
a written affirmation by such person of his good faith belief that he
has met the standard of conduct necessary for indemnification under
this Article X and the TBCA, and (b) a written undertaking by or on
behalf of such person to repay the amount paid or reimbursed if it is
ultimately determined that he has not met that standard or if it is
ultimately determined that indemnification of such person against
expenses incurred by him in connection with that proceeding is
prohibited by the TBCA. This mandatory payment or reimbursement
provision shall be deemed to constitute authorization of that payment
or reimbursement. The written undertaking must be an unlimited
general obligation of such person that need not be secured and may be
accepted without reference to financial ability to make repayment.
(c) If a claim under this Article is not paid in full by the
Corporation within 30 days after a written claim has been received by
the Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim and,
if successful in whole or in part, the claimant will be entitled to be
paid also the expense of prosecuting such claim. It will be a defense
to any such action (other than an action brought to enforce a claim
for expenses incurred in defending any proceeding in advance of its
final disposition
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where the required undertaking, if any is required, has been tendered to
the Corporation) that the claimant has not met the standards of conduct
that make it permissible under the laws of the State of Texas for the
Corporation to indemnify the claimant for the amount claimed, but the
burden of proving such defense will be on the Corporation. Neither the
failure of the Corporation (including its Board of Directors,
independent legal counsel, or its shareholders) to have made a
determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because
he has met the applicable standard of conduct set forth in the laws of
the State of Texas nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
shareholders) that the claimant has not met such applicable standard of
conduct, will be a defense to the action or create a presumption that
the claimant has not met the applicable standard of conduct.
ARTICLE XI. To the fullest extent permitted by the laws of the State
of Texas as the same exist or may hereafter be amended, a director of
the Corporation will not be liable to the Corporation or its
shareholders for monetary damages for an act or omission in the
director's capacity as a director except for liability for (i) breach
of the duty of loyalty to the Corporation or its shareholders, (ii)
acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) any transaction from
which such director receives an improper personal benefit and (iv) an
act or omission for which the liability of a director is expressly
provided by an applicable statute. If the TBCA is amended to
authorize the further elimination or limitation of the liability of a
director, then the liability of the directors will be eliminated or
limited to the fullest extent permitted by the TBCA, as amended. Any
repeal or modification of this Article XI will not increase the
personal liability of any director of the Corporation for any act or
occurrence taking place before such repeal or modification, or
adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification. The
provisions of this Article XI shall not be deemed to limit or preclude
indemnification of a director by the Corporation for any liability of
a director that has not been eliminated by the provisions of this
Article XI."
ARTICLE SIX
The number of shares of the Corporation outstanding at the time of such
amendments was 480 and the number of shares entitled to vote thereon was 480.
ARTICLE SEVEN
The holders of all of the shares outstanding and entitled to vote on said
amendments have signed a consent in writing adopting said amendments.
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ARTICLE EIGHT
Each amendment herein has been effected in conformity with the provisions
of the Texas Business Corporation Act.
ARTICLE NINE
The following is a restatement of the text of the entire Articles of
Incorporation as amended and supplemented by all certificates of amendment
previously issued by the Secretary of State and as further amended by these
Amended and Restated Articles of Incorporation:
"ARTICLE I. The name of the Corporation is Zimmerman Sign Company.
ARTICLE II. The purpose for which the Corporation is organized is the
transaction of any or all lawful business for which corporations may
be incorporated under the Texas Business Corporation Act.
ARTICLE III. The place of business of this Corporation shall be in
the city of Dallas, Dallas County, Texas, which shall be its principal
office.
ARTICLE IV. The existence of this Corporation shall be perpetual.
ARTICLE V. The business of this Corporation shall be transacted by
three directors, who shall be elected by those holding the common
capital stock, annually. The names and their Post Office Addresses of
the Directors are as follows:
Name Post Office Address
---- -------------------
David E. Anderson Dallas, Texas
Tom E. Boner Tyler, Texas
Steven B. Lapin Stamford, Connecticut
ARTICLE VI. The aggregate number of shares of capital stock that the
Corporation will have authority to issue is 17,000,000, 15,000,000 of
which will be shares of Common Stock, having a par value of $.01 per
share, and 2,000,000 of which will be shares of preferred stock,
having a par value of $.01 per share.
Preferred stock may be issued in one or more series as may be
determined from time to time by the Board of Directors. All shares of
any one series of preferred stock will be identical except as to the
date of issue and the dates from which dividends on shares of the
series issued on different dates will cumulate, if cumulative.
Authority is hereby expressly granted to the Board of Directors to
authorize the issuance of one or more series of preferred stock, and
to fix by
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resolution or resolutions providing for the issue of each such series
the voting powers, designations, preferences, and relative, participating,
optional, redemption, conversion, exchange or other special rights,
qualifications, limitations or restrictions of such series, and the number
of shares in each series, to the full extent now or hereafter permitted
by law.
ARTICLE VII. No shareholder of the Corporation will, solely by reason
of his holding shares of any class, have any preemptive or
preferential right to purchase or subscribe for any shares of the
Corporation, now or hereafter to be authorized, or any notes,
debentures, bonds or other securities convertible into or carrying
warrants, rights or options to purchase shares of any class, now or
hereafter to be authorized, whether or not the issuance of any such
shares or such notes, debentures, bonds or other securities would
adversely affect the dividend, voting or any other rights of such
shareholder. The Board of Directors may authorize the issuance of,
and the Corporation may issue, shares of any class of the Corporation,
or any notes, debentures, bonds or other securities convertible into
or carrying warrants, rights or options to purchase any such shares,
without offering any shares of any class to the existing holders of
any class of stock of the Corporation.
ARTICLE VIII. Shareholders of the Corporation will not have the right
of cumulative voting for the election of directors or for any other
purpose.
ARTICLE IX. The Board of Directors is expressly authorized to alter,
amend or repeal the Bylaws of the Corporation or to adopt new Bylaws.
ARTICLE X. (a) The Corporation will, to the fullest extent permitted
by the Texas Business Corporation Act, as the same exists or may
hereafter be amended ("TBCA"), indemnify any and all persons who it
has power to indemnify under such Act from and against any and all of
the expenses, liabilities or other matters referred to in or covered
by the TBCA. Such indemnification may be provided pursuant to any
Bylaw, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his director or officer capacity and
as to action in another capacity while holding such office, will
continue as to a person who has ceased to be a director, officer,
employee or agent, and inure to the benefit of the heirs, executors
and administrators of such a person.
(b) Reasonable expenses incurred by a person who was, is, or is
threatened to be made a named defendant or respondent in a proceeding
shall be paid or reimbursed by the Corporation in advance of the final
disposition of the proceeding (and without any prior determination or
authorization being first required) after (a) the Corporation receives
a written affirmation by such person of his good faith belief that he
has met the standard of conduct necessary for
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indemnification under this Article X and the TBCA, and (b) a written
undertaking by or on behalf of such person to repay the amount paid or
reimbursed if it is ultimately determined that he has not met that
standard or if it is ultimately determined that indemnification of such
person against expenses incurred by him in connection with that
proceeding is prohibited by the TBCA. This mandatory payment or
reimbursement provision shall be deemed to constitute authorization of
that payment or reimbursement. The written undertaking must be an
unlimited general obligation of such person that need not be secured and
may be accepted without reference to financial ability to make repayment.
(c) If a claim under this Article is not paid in full by the
Corporation within 30 days after a written claim has been received by
the Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim and,
if successful in whole or in part, the claimant will be entitled to be
paid also the expense of prosecuting such claim. It will be a defense
to any such action (other than an action brought to enforce a claim
for expenses incurred in defending any proceeding in advance of its
final disposition where the required undertaking, if any is required,
has been tendered to the Corporation) that the claimant has not met
the standards of conduct that make it permissible under the laws of
the State of Texas for the Corporation to indemnify the claimant for
the amount claimed, but the burden of proving such defense will be on
the Corporation. Neither the failure of the Corporation (including
its Board of Directors, independent legal counsel, or its
shareholders) to have made a determination prior to the commencement
of such action that indemnification of the claimant is proper in the
circumstances because he has met the applicable standard of conduct
set forth in the laws of the State of Texas nor an actual
determination by the Corporation (including its Board of Directors,
independent legal counsel, or its shareholders) that the claimant has
not met such applicable standard of conduct, will be a defense to the
action or create a presumption that the claimant has not met the
applicable standard of conduct.
ARTICLE XI. To the fullest extent permitted by the laws of the State
of Texas as the same exist or may hereafter be amended, a director of
the Corporation will not be liable to the Corporation or its
shareholders for monetary damages for an act or omission in the
director's capacity as a director except for liability for (i) breach
of the duty of loyalty to the Corporation or its shareholders, (ii)
acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) any transaction from
which such director receives an improper personal benefit and (iv) an
act or omission for which the liability of a director is expressly
provided by an applicable statute. If the TBCA is amended to
authorize the further elimination or limitation of the liability of a
director, then the liability of the directors will be eliminated or
limited to the fullest extent permitted by the TBCA, as amended. Any
repeal or modification of this Article
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XI will not increase the personal liability of any director of the
Corporation for any act or occurrence taking place before such repeal or
modification, or adversely affect any right or protection of a director
of the Corporation existing at the time of such repeal or modification.
The provisions of this Article XI shall not be deemed to limit or
preclude indemnification of a director by the Corporation for any
liability of a director that has not been eliminated by the provisions
of this Article XI."
ARTICLE TEN
This instrument accurately copies the Articles of Incorporation of the
Corporation and all amendments thereto that are in effect to date and as further
amended by these Amended and Restated Articles of Incorporation. This
instrument contains no other change in any provision thereof; except that the
current number of directors constituting the board of directors and the names
and addresses of the persons currently serving as directors has been inserted in
lieu of similar information concerning the initial board of directors, and the
names and addresses of each incorporator has been omitted.
EXECUTED as of the 5th day of December, 1996.
/s/ DAVID E. ANDERSON
------------------------------------
David E. Anderson, Chairman
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<PAGE>
AMENDED AND RESTATED BYLAWS
OF
ZIMMERMAN SIGN COMPANY
Adopted as of December 3, 1996
<PAGE>
ARTICLE I
OFFICES
Section 1. REGISTERED OFFICE . . . . . . . . . . . . . . . . . 1
Section 2. OTHER OFFICES . . . . . . . . . . . . . . . . . . . 1
ARTICLE II
SHAREHOLDERS
Section 1. PLACE OF MEETINGS . . . . . . . . . . . . . . . . . 1
Section 2. ANNUAL MEETING. . . . . . . . . . . . . . . . . . . 1
Section 3. LIST OF SHAREHOLDERS. . . . . . . . . . . . . . . . 1
Section 4. SPECIAL MEETINGS. . . . . . . . . . . . . . . . . . 2
Section 5. NOTICE. . . . . . . . . . . . . . . . . . . . . . . 2
Section 6. QUORUM. . . . . . . . . . . . . . . . . . . . . . . 2
Section 7. VOTING. . . . . . . . . . . . . . . . . . . . . . . 2
Section 8. METHOD OF VOTING. . . . . . . . . . . . . . . . . . 2
Section 9. RECORD DATE; CLOSING TRANSFER BOOKS . . . . . . . . 3
ARTICLE III
BOARD OF DIRECTORS
Section 1. MANAGEMENT. . . . . . . . . . . . . . . . . . . . . 3
Section 2. QUALIFICATION; ELECTION; TERM . . . . . . . . . . . 3
Section 3. NUMBER. . . . . . . . . . . . . . . . . . . . . . . 3
Section 4. REMOVAL . . . . . . . . . . . . . . . . . . . . . . 4
Section 5. VACANCIES . . . . . . . . . . . . . . . . . . . . . 4
Section 6. PLACE OF MEETINGS . . . . . . . . . . . . . . . . . 4
Section 7. ANNUAL MEETING. . . . . . . . . . . . . . . . . . . 4
Section 8. REGULAR MEETINGS. . . . . . . . . . . . . . . . . . 4
Section 9. SPECIAL MEETINGS. . . . . . . . . . . . . . . . . . 4
Section 10. QUORUM. . . . . . . . . . . . . . . . . . . . . . . 4
Section 11. INTERESTED DIRECTORS. . . . . . . . . . . . . . . . 5
Section 12. COMMITTEES. . . . . . . . . . . . . . . . . . . . . 5
Section 13. ACTION BY CONSENT . . . . . . . . . . . . . . . . . 5
Section 14. COMPENSATION OF DIRECTORS . . . . . . . . . . . . . 5
ARTICLE IV
NOTICE
Section 1. FORM OF NOTICE. . . . . . . . . . . . . . . . . . . 5
Section 2. WAIVER. . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE V
OFFICERS AND AGENTS
Section 1. IN GENERAL. . . . . . . . . . . . . . . . . . . . . 6
Section 2. ELECTION. . . . . . . . . . . . . . . . . . . . . . 6
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Section 3. OTHER OFFICERS AND AGENTS . . . . . . . . . . . . . 6
Section 4. COMPENSATION. . . . . . . . . . . . . . . . . . . . 6
Section 5. TERM OF OFFICE AND REMOVAL. . . . . . . . . . . . . 6
Section 6. EMPLOYMENT AND OTHER CONTRACTS. . . . . . . . . . . 7
Section 7. CHAIRMAN. . . . . . . . . . . . . . . . . . . . . . 7
Section 8. PRESIDENT . . . . . . . . . . . . . . . . . . . . . 7
Section 9. VICE PRESIDENTS . . . . . . . . . . . . . . . . . . 7
Section 10. SECRETARY . . . . . . . . . . . . . . . . . . . . . 7
Section 11. ASSISTANT SECRETARIES . . . . . . . . . . . . . . . 8
Section 12. TREASURER . . . . . . . . . . . . . . . . . . . . . 8
Section 13. ASSISTANT TREASURERS. . . . . . . . . . . . . . . . 8
Section 14. BONDING . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE VI
CERTIFICATES REPRESENTING SHARES
Section 1. FORM OF CERTIFICATES. . . . . . . . . . . . . . . . 8
Section 2. LOST CERTIFICATES . . . . . . . . . . . . . . . . . 9
Section 3. TRANSFER OF SHARES. . . . . . . . . . . . . . . . . 9
Section 4. REGISTERED SHAREHOLDERS . . . . . . . . . . . . . . 9
ARTICLE VII
GENERAL PROVISIONS
Section 1. DIVIDENDS . . . . . . . . . . . . . . . . . . . . . 10
Section 2. RESERVES. . . . . . . . . . . . . . . . . . . . . . 10
Section 3. TELEPHONE AND SIMILAR MEETINGS. . . . . . . . . . . 10
Section 4. BOOKS AND RECORDS . . . . . . . . . . . . . . . . . 10
Section 5. FISCAL YEAR.. . . . . . . . . . . . . . . . . . . . 10
Section 6. SEAL. . . . . . . . . . . . . . . . . . . . . . . . 11
Section 7. INDEMNIFICATION . . . . . . . . . . . . . . . . . . 11
Section 8. INSURANCE . . . . . . . . . . . . . . . . . . . . . 11
Section 9. RESIGNATION . . . . . . . . . . . . . . . . . . . . 11
Section 10. AMENDMENT OF BYLAWS . . . . . . . . . . . . . . . . 11
Section 11. INVALID PROVISIONS. . . . . . . . . . . . . . . . . 11
Section 12. RELATION TO ARTICLES OF INCORPORATION . . . . . . . 11
ii
<PAGE>
AMENDED AND RESTATED BYLAWS
OF
ZIMMERMAN SIGN COMPANY
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE. The registered office and registered
agent of Zimmerman Sign Company (the "Corporation") will be as from time to time
set forth in the Corporation's Articles of Incorporation.
SECTION 2. OTHER OFFICES. The Corporation may also have offices at
such other places, both within and without the State of Texas, as the Board of
Directors may from time to time determine or the business of the Corporation may
require.
ARTICLE II
SHAREHOLDERS
SECTION 1. PLACE OF MEETINGS. All meetings of the shareholders for the
election of Directors will be held at such place, within or without the State of
Texas, as may be fixed from time to time by the Board of Directors. Meetings of
shareholders for any other purpose may be held at such time and place, within or
without the State of Texas, as may be stated in the notice of the meeting or in
a duly executed waiver of notice thereof.
SECTION 2. ANNUAL MEETING. An annual meeting of the shareholders will
be held at such time as may be determined by the Board of Directors, at which
meeting the shareholders will elect a Board of Directors and transact such other
business as may properly be brought before the meeting.
SECTION 3. LIST OF SHAREHOLDERS. At least ten days before each meeting
of shareholders, a complete list of the shareholders entitled to vote at such
meeting, arranged in alphabetical order, with the address of and the number of
voting shares registered in the name of each, will be prepared by the officer or
agent having charge of the stock transfer books. Such list will be kept on file
at the registered office of the Corporation for a period of ten days prior to
such meeting and will be subject to inspection by any shareholder at any time
during usual business hours. Such list will be produced and kept open at the
time and place of the meeting during the whole time thereof, and will be subject
to the inspection of any shareholder who may be present.
SECTION 4. SPECIAL MEETINGS. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by law, the Articles of
Incorporation or these Bylaws,
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may be called by the President or the Board of Directors, or will be called
by the President or Secretary at the request in writing of the holders of not
less than 10% of all the shares issued, outstanding and entitled to vote
(unless a different percentage is specified in the Articles of
Incorporation). Such request will state the purpose or purposes of the
proposed meeting. Business transacted at all special meetings will be
confined to the purposes stated in the notice of the meeting unless all
shareholders entitled to vote are present and consent.
SECTION 5. NOTICE. Written or printed notice stating the place, day
and hour of any meeting of the shareholders and, in case of a special meeting,
the purpose or purposes for which the meeting is called, will be delivered not
less than ten nor more than sixty days before the date of the meeting, either
personally or by mail, by or at the direction of the President, the Secretary,
or the officer or person calling the meeting, to each shareholder of record
entitled to vote at the meeting. If mailed, such notice will be deemed to be
delivered when deposited in the United States mail, addressed to the shareholder
at his/her address as it appears on the stock transfer books of the Corporation,
with postage thereon prepaid.
SECTION 6. QUORUM. With respect to any matter, the presence in person
or by proxy of the holders of a majority of the shares entitled to vote on that
matter will be necessary and sufficient to constitute a quorum for the
transaction of business except as otherwise provided by law, the Articles of
Incorporation or these Bylaws. If, however, such quorum is not present or
represented at any meeting of the shareholders, the shareholders entitled to
vote thereat, present in person or represented by proxy, will have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum is present or represented. If the adjournment is
for more than 30 days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting will be given to
each shareholder of record entitled to vote at the meeting. At such adjourned
meeting at which a quorum is present or represented, any business may be
transacted that might have been transacted at the meeting as originally
notified.
SECTION 7. VOTING. When a quorum is present at any meeting of the
Corporation's shareholders, the vote of the holders of a majority of the shares
entitled to vote that are actually voted on any question brought before the
meeting will be sufficient to decide such question; provided that if the
question is one upon which, by express provision of law, the Articles of
Incorporation or these Bylaws, a different vote is required, such express
provision shall govern and control the decision of such question.
SECTION 8. METHOD OF VOTING. Each outstanding share of the
Corporation's capital stock, regardless of class or series, will be entitled to
one vote on each matter submitted to a vote at a meeting of shareholders, except
to the extent that the voting rights of the shares of any class or series are
limited or denied by the Articles of Incorporation, as amended from time to
time. At any meeting of the shareholders, every shareholder having the right to
vote will be entitled to vote in person or by proxy executed in writing by such
shareholder and bearing a date not more than 11 months prior to such meeting,
unless such instrument provides for a longer
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period. A telegram, telex, cablegram or similar transmission by the
shareholder, or a photographic, photostatic, facsimile or similar
reproduction of a writing executed by the shareholder, shall be treated as an
execution in writing for purposes of the preceding sentence. Each proxy will
be revocable unless expressly provided therein to be irrevocable and if, and
only so long as, it is coupled with an interest sufficient in law to support
an irrevocable power. Such proxy will be filed with the Secretary of the
Corporation prior to or at the time of the meeting. Voting for directors
will be in accordance with Article III of these Bylaws. Voting on any
question or in any election may be by voice vote or show of hands unless the
presiding officer orders or any shareholder demands that voting be by written
ballot.
SECTION 9. RECORD DATE; CLOSING TRANSFER BOOKS. The Board of Directors
may fix in advance a record date for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such record date
to be not less than ten nor more than sixty days prior to such meeting, or the
Board of Directors may close the stock transfer books for such purpose for a
period of not less than ten nor more than sixty days prior to such meeting. In
the absence of any action by the Board of Directors, the date upon which the
notice of the meeting is mailed will be the record date.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. MANAGEMENT. The business and affairs of the Corporation
will be managed by or under the direction of the Board of Directors, who may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by law, the Articles of Incorporation or these Bylaws directed
or required to be exercised or done by the shareholders.
SECTION 2. QUALIFICATION; ELECTION; TERM. None of the Directors need
be a shareholder of the Corporation or a resident of the State of Texas. The
Directors will be elected by plurality vote at the annual meeting of the
shareholders, except as hereinafter provided, and each Director elected will
hold office until whichever of the following occurs first: his/her successor is
elected and qualified, his/her resignation, his/her removal from office by the
shareholders or his/her death.
SECTION 3. NUMBER. The number of Directors of the Corporation will be
at least one and not more than seven. The number of Directors authorized will
be fixed as the Board of Directors may from time to time designate, or if no
such designation has been made, the number of Directors will be the same as the
number of members of the initial Board of Directors as set forth in the Articles
of Incorporation. No decrease in the number of Directors will have the effect
of shortening the term of any incumbent Director.
SECTION 4. REMOVAL. Any Director may be removed either for or without
cause at any special meeting of shareholders by the affirmative vote of at least
a majority in number of shares
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of the shareholders present in person or represented by proxy at such meeting
and entitled to vote for the election of such Director; provided, that notice
of intention to act upon such matter has been given in the notice calling
such meeting.
SECTION 5. VACANCIES. Any vacancy occurring in the Board of Directors
by death, resignation, removal or otherwise may be filled by an affirmative vote
of at least a majority of the remaining Directors though less than a quorum of
the Board of Directors. A Director elected to fill a vacancy will be elected
for the unexpired term of his/her predecessor in office. A directorship to be
filled by reason of an increase in the number of Directors may be filled by the
Board of Directors for a term of office only until the next election of one or
more Directors by the shareholders.
SECTION 6. PLACE OF MEETINGS. Meetings of the Board of Directors,
regular or special, may be held at such place within or without the State of
Texas as may be fixed from time to time by the Board of Directors.
SECTION 7. ANNUAL MEETING. The first meeting of each newly elected
Board of Directors will be held without further notice immediately following the
annual meeting of shareholders and at the same place, unless by unanimous
consent, the Directors then elected and serving shall change such time or place.
SECTION 8. REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held upon seventy-two hours notice at such time and place as is
from time to time determined by resolution of the Board of Directors.
SECTION 9. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the President upon twenty-four hours oral or written
notice to each Director, given either personally, by telephone, by telegram or
by mail; special meetings will be called by the President or the Secretary in
like manner and on like notice on the written request of at least two Directors.
Except as may be otherwise expressly provided by law, the Articles of
Incorporation or these Bylaws, neither the business to be transacted at, nor the
purpose of, any special meeting need be specified in a notice or waiver of
notice.
SECTION 10. QUORUM. At all meetings of the Board of Directors, the
presence of a majority of the number of Directors then in office will be
necessary and sufficient to constitute a quorum for the transaction of business,
and the affirmative vote of at least a majority of the Directors present at any
meeting at which there is a quorum will be the act of the Board of Directors,
except as may be otherwise specifically provided by law, the Articles of
Incorporation or these Bylaws. If a quorum is not present at any meeting of the
Board of Directors, the Directors present thereat may adjourn the meeting from
time to time without notice other than announcement at the meeting, until a
quorum is present.
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SECTION 11. INTERESTED DIRECTORS. No contract or transaction between
the Corporation and one or more of its Directors or officers, or between the
Corporation and any other corporation, partnership, association or other
organization in which one or more of the Corporation's Directors or officers are
Directors or officers or have a financial interest, will be void or voidable
solely for this reason, solely because the Director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof that
authorizes the contract or transaction, or solely because his/her or their votes
are counted for such purpose, if: (i) the material facts as to his/her
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board of Directors
or committee in good faith authorizes the contract or transaction by the
affirmative vote of a majority of the disinterested Directors, even though the
disinterested Directors be less than a quorum, (ii) the material facts as to
his/her relationship or interest and as to the contract or transaction are
disclosed or are known to the shareholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
shareholders or (iii) the contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified by the Board of Directors,
a committee thereof or the shareholders. Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee that authorizes the contract or transaction.
SECTION 12. COMMITTEES. The Board of Directors may, by resolution
passed by a majority of the entire Board, designate committees, each committee
to consist of two or more Directors of the Corporation, which committees will
have such power and authority and will perform such functions as may be provided
in such resolution. Such committee or committees will have such name or names
as may be designated by the Board and will keep regular minutes of their
proceedings and report the same to the Board of Directors when required.
SECTION 13. ACTION BY CONSENT. Any action required or permitted to be
taken at any meeting of the Board of Directors or any committee of the Board of
Directors may be taken without such a meeting if a consent or consents in
writing, setting forth the action so taken, is signed by all the members of the
Board of Directors or such committee, as the case may be.
SECTION 14. COMPENSATION OF DIRECTORS. Directors will receive such
compensation for their services and reimbursement for their expenses as the
Board of Directors, by resolution, may establish; provided that nothing herein
contained will be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
ARTICLE IV
NOTICE
SECTION 1. FORM OF NOTICE. Whenever by law, the Articles of
Incorporation or these Bylaws, notice is to be given to any Director or
shareholder, and no provision is made as to how such notice is to be given, such
notice may be given: (i) in writing, by mail, postage prepaid,
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<PAGE>
addressed to such director or shareholder at such address as appears on the
books of the Corporation or (ii) in any other method permitted by law. Any
notice required or permitted to be given by mail will be deemed to be given
at the time the same is deposited in the United States mail.
SECTION 2. WAIVER. Whenever any notice is required to be given to any
shareholder or Director of the Corporation as required by law, the Articles of
Incorporation or these Bylaws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated in
such notice, will be equivalent to the giving of such notice. Attendance of a
shareholder or Director at a meeting will constitute a waiver of notice of such
meeting, except where such shareholder or Director attends for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business on the ground that the meeting has not been lawfully called or
convened.
ARTICLE V
OFFICERS AND AGENTS
SECTION 1. IN GENERAL. The officers of the Corporation will be elected
by the Board of Directors and will be a President and a Secretary. The Board of
Directors may also elect a Chairman, a Vice Chairman, Vice Presidents, Assistant
Vice Presidents, a Treasurer, and Assistant Secretaries and Assistant
Treasurers. Any two or more offices may be held by the same person.
SECTION 2. ELECTION. The Board of Directors, at its first meeting
after each annual meeting of shareholders, will elect the officers, none of whom
need be a member of the Board of Directors.
SECTION 3. OTHER OFFICERS AND AGENTS. The Board of Directors may also
elect and appoint such other officers and agents as it deems necessary, who will
be elected and appointed for such terms and will exercise such powers and
perform such duties as may be determined from time to time by the Board.
SECTION 4. COMPENSATION. The compensation of all officers and agents
of the Corporation will be fixed by the Board of Directors or any committee of
the Board, if so authorized by the Board.
SECTION 5. TERM OF OFFICE AND REMOVAL. Each officer of the Corporation
will hold office until his/her death, his/her resignation or removal from
office, or the election and qualification of his/her successor, whichever occurs
first. Any officer or agent elected or appointed by the Board of Directors may
be removed at any time, for or without cause, by the affirmative vote of a
majority of the entire Board of Directors, but such removal will not
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prejudice the contract rights, if any, of the person so removed. If the
office of any officer becomes vacant for any reason, the vacancy may be
filled by the Board of Directors.
SECTION 6. EMPLOYMENT AND OTHER CONTRACTS. The Board of Directors may
authorize any officer or officers or agent or agents to enter into any contract
or execute and deliver any instrument in the name or on behalf of the
Corporation, and such authority may be general or confined to specific
instances. The Board of Directors may, when it believes the interest of the
Corporation will best be served thereby, authorize executive employment
contracts that will have terms no longer than ten years and contain such other
terms and conditions as the Board of Directors deems appropriate. Nothing
herein will limit the authority of the Board of Directors to authorize
employment contracts for shorter terms.
SECTION 7. CHAIRMAN. If the Board of Directors has elected a Chairman,
he will preside at all meetings of the shareholders and the Board of Directors.
The Chairman will be the chief executive officer of the Corporation and, subject
to the control of the Board of Directors, will supervise and control all of the
business and affairs of the Corporation. Except where by law the signature of
the President is required, the Chairman will have the same power as the
President to sign all certificates, contracts and other instruments of the
Corporation. During the absence or disability of the President, the Chairman
will exercise the powers and perform the duties of the President.
SECTION 8. PRESIDENT. The President will, in the absence of a
Chairman, be the chief executive officer of the Corporation and, subject to the
control of the Board of Directors, will supervise and control all of the
business and affairs of the Corporation. He will, in the absence of the
Chairman, preside at all meetings of the shareholders and the Board of
Directors. The President will have all powers and perform all duties incident
to the office of President and will have such other powers and perform such
other duties as the Board of Directors may from time to time prescribe.
SECTION 9. VICE PRESIDENTS. Each Vice President will have the usual
and customary powers and perform the usual and customary duties incident to the
office of Vice President, and will have such other powers and perform such other
duties as the Board of Directors or any committee thereof may from time to time
prescribe or as the President may from time to time delegate to him. In the
absence or disability of the President and the Chairman, a Vice President
designated by the Board of Directors, or in the absence of such designation the
Vice Presidents in the order of their seniority in office, will exercise the
powers and perform the duties of the President.
SECTION 10. SECRETARY. The Secretary will attend all meetings of the
shareholders and record all votes and the minutes of all proceedings in a book
to be kept for that purpose. The Secretary will perform like duties for the
Board of Directors and committees thereof when required. The Secretary will
give, or cause to be given, notice of all meetings of the shareholders and
special meetings of the Board of Directors. The Secretary will keep in safe
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custody the seal of the Corporation. The Secretary will be under the
supervision of the President. The Secretary will have such other powers and
perform such other duties as the Board of Directors may from time to time
prescribe or as the President may from time to time delegate to him.
SECTION 11. ASSISTANT SECRETARIES. The Assistant Secretaries in the
order of their seniority in office, unless otherwise determined by the Board of
Directors, will, in the absence or disability of the Secretary, exercise the
powers and perform the duties of the Secretary. They will have such other
powers and perform such other duties as the Board of Directors may from time to
time prescribe or as the President may from time to time delegate to them.
SECTION 12. TREASURER. The Treasurer will have responsibility for the
receipt and disbursement of all corporate funds and securities, will keep full
and accurate accounts of such receipts and disbursements, and will deposit or
cause to be deposited all moneys and other valuable effects in the name and to
the credit of the Corporation in such depositories as may be designated by the
Board of Directors. The Treasurer will render to the Directors whenever they
may require it an account of the operating results and financial condition of
the Corporation, and will have such other powers and perform such other duties
as the Board of Directors may from time to time prescribe or as the President
may from time to time delegate to him.
SECTION 13. ASSISTANT TREASURERS. The Assistant Treasurers in the order
of their seniority in office, unless otherwise determined by the Board of
Directors, will, in the absence or disability of the Treasurer, exercise the
powers and perform the duties of the Treasurer. They will have such other
powers and perform such other duties as the Board of Directors may from time to
time prescribe or as the President may from time to time delegate to them.
SECTION 14. BONDING. The Corporation may secure a bond to protect the
Corporation from loss in the event of defalcation by any of the officers, which
bond may be in such form and amount and with such surety as the Board of
Directors may deem appropriate.
ARTICLE VI
CERTIFICATES REPRESENTING SHARES
SECTION 1. FORM OF CERTIFICATES. Certificates, in such form as may be
determined by the Board of Directors, representing shares to which shareholders
are entitled, will be delivered to each shareholder. Such certificates will be
consecutively numbered and entered in the stock book of the Corporation as they
are issued. Each certificate will state on the face thereof the holder's name,
the number, CLASS of shares, and the par value of such shares or a statement
that such shares are without par value. They will be signed by the President or
a Vice President and the Secretary or an Assistant Secretary, and may be sealed
with the seal of the Corporation or a facsimile thereof. If any certificate is
countersigned by a transfer agent, or an assistant
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transfer agent or registered by a registrar, either of which is other than
the Corporation or an employee of the Corporation, the signatures of the
Corporation's officers may be facsimiles. In case any officer or officers who
have signed, or whose facsimile signature or signatures have been used on
such certificate or certificates, ceases to be such officer or officers of
the Corporation, whether because of death, resignation or otherwise, before
such certificate or certificates have been delivered by the Corporation or
its agents, such certificate or certificates may nevertheless be adopted by
the Corporation and be issued and delivered as though the person or persons
who signed such certificate or certificates or whose facsimile signature or
signatures have been used thereon had not ceased to be such officer or
officers of the Corporation.
SECTION 2. LOST CERTIFICATES. The Board of Directors may direct that a
new certificate be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate to be lost or
destroyed. When authorizing such issue of a new certificate, the Board of
Directors, in its discretion and as a condition precedent to the issuance
thereof, may require the owner of such lost or destroyed certificate, or his/her
legal representative, to advertise the same in such manner as it may require
and/or to give the Corporation a bond, in such form, in such sum, and with such
surety or sureties as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost or destroyed. When a certificate has been lost, apparently destroyed
or wrongfully taken, and the holder of record fails to notify the Corporation
within a reasonable time after such holder has notice of it, and the Corporation
registers a transfer of the shares represented by the certificate before
receiving such notification, the holder of record is precluded from making any
claim against the Corporation for the transfer of a new certificate.
SECTION 3. TRANSFER OF SHARES. Shares of stock will be transferable
only on the books of the Corporation by the holder thereof in person or by such
holder's duly authorized attorney. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate representing shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it will be the duty of the Corporation or the transfer
agent of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
SECTION 4. REGISTERED SHAREHOLDERS. The Corporation will be entitled
to treat the holder of record of any share or shares of stock as the holder in
fact thereof and, accordingly, will not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it has express or other notice thereof, except as
otherwise provided by law.
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ARTICLE VII
GENERAL PROVISIONS
SECTION 1. DIVIDENDS. Dividends upon the outstanding shares of the
Corporation, subject to the provisions of the Articles of Incorporation, if any,
may be declared by the Board of Directors at any regular or special meeting.
Dividends may be declared and paid in cash, in property, or in shares of the
Corporation, subject to the provisions of the Texas Business Corporation Act and
the Articles of Incorporation. The Board of Directors may fix in advance a
record date for the purpose of determining shareholders entitled to receive
payment of any dividend, such record date to be not more than sixty days prior
to the payment date of such dividend, or the Board of Directors may close the
stock transfer books for such purpose for a period of not more than sixty days
prior to the payment date of such dividend. In the absence of any action by the
Board of Directors, the date upon which the Board of Directors adopts the
resolution declaring such dividend will be the record date.
SECTION 2. RESERVES. There may be created by resolution of the Board
of Directors out of the surplus of the Corporation such reserve or reserves as
the directors from time to time, in their discretion, deem proper to provide for
contingencies, or to equalize dividends, or to repair or maintain any property
of the Corporation, or for such other purpose as the Directors may deem
beneficial to the Corporation, and the directors may modify or abolish any such
reserve in the manner in which it was created. Surplus of the Corporation to
the extent so reserved will not be available for the payment of dividends or
other distributions by the Corporation.
SECTION 3. TELEPHONE AND SIMILAR MEETINGS. Shareholders, directors and
committee members may participate in and hold meetings by means of conference
telephone or similar communications equipment by which all persons participating
in the meeting can hear each other. Participation in such a meeting will
constitute presence in person at the meeting, except where a person participates
in the meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business on the ground that the meeting had
not been lawfully called or convened.
SECTION 4. BOOKS AND RECORDS. The Corporation will keep correct and
complete books and records of account and minutes of the proceedings of its
shareholders and Board of Directors, and will keep at its registered office or
principal place of business, or at the office of its transfer agent or
registrar, a record of its shareholders, giving the names and addresses of all
shareholders and the number and CLASS of the shares held by each.
SECTION 5. FISCAL YEAR. The fiscal year of the Corporation will be
fixed by resolution of the Board of Directors.
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SECTION 6. SEAL. The Corporation may have a seal, and such seal may be
used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise. Any officer of the Corporation will have authority to
affix the seal to any document requiring it.
SECTION 7. INDEMNIFICATION. The Corporation will indemnify its
directors to the fullest extent permitted by the Texas Business Corporation Act
and may, if and to the extent authorized by the Board of Directors, so indemnify
its officers and any other person whom it has the power to indemnify against
liability, reasonable expense or other matter whatsoever.
SECTION 8. INSURANCE. The Corporation may at the discretion of the
Board of Directors purchase and maintain insurance on behalf of the Corporation
and any person whom it has the power to indemnify pursuant to law, the Articles
of Incorporation, these Bylaws or otherwise.
SECTION 9. RESIGNATION. Any director, officer or agent may resign by
giving written notice to the President or the Secretary. Such resignation will
take effect at the time specified therein or immediately if no time is specified
therein. Unless otherwise specified therein, the acceptance of such resignation
will not be necessary to make it effective.
SECTION 10. AMENDMENT OF BYLAWS. These Bylaws may be altered, amended
or repealed at any meeting of the Board of Directors at which a quorum is
present, by the affirmative vote of a majority of the Directors present at such
meeting.
SECTION 11. INVALID PROVISIONS. If any part of these Bylaws is held
invalid or inoperative for any reason, the remaining parts, so far as possible
and reasonable, will be valid and operative.
SECTION 12. RELATION TO ARTICLES OF INCORPORATION. These Bylaws are
subject to, and governed by, the Articles of Incorporation.
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