EXHIBIT 99.2
PAWNBROKER.COM, INC.
Incorporated Under the Laws of
the State of Delaware
BYLAWS
ARTICLE I
OFFICES
The registered office of the Corporation in Delaware shall be at 1209
Orange Street in the City of Wilmington, County of New Castle, in the State of
Delaware, and The Corporation Trust Company shall be the resident agent of this
Corporation in charge thereof. The Corporation may also have such other offices
at such other places, within or without the State of Delaware, as the Board of
Directors may from time to time designate or the business of the Corporation may
require.
ARTICLE II
STOCKHOLDERS
Section 1. Annual Meeting. The annual meeting of stockholders for the
election of directors and the transaction of any other business shall be held on
the third Thursday of May each year, or as soon after such date as may be
practicable, in such city and state and at such time and place as may be
designated by the Board of Directors, and set forth in the notice of such
meeting. If said day be a legal holiday, said meeting shall be held on the next
succeeding business day. At the annual meeting any business may be transacted
and any corporate action may be taken, whether stated in the notice of meeting
or not, except as otherwise expressly provided by statute or the Certificate of
Incorporation.
Section 2. Special Meetings. Special meetings of the stockholders for any
purpose may be called at any time by the Board of Directors, by the Chief
Executive Officer or by the President, and shall be called by the Chief
Executive Officer at the request of the holders of a majority of the outstanding
shares of capital stock entitled to vote. Special meetings shall be held at such
place or places within or without the State of Delaware as shall from time to
time be designated by the Board of Directors and stated in the notice of such
meeting. At a special meeting no business shall be transacted and no corporate
action shall be taken other than that stated in the notice of the meeting.
Section 3. Notice of Meetings. Written notice of the date, time and place
of any stockholder's meeting, whether annual or special, shall be given to each
stockholder entitled to vote thereat, by personal delivery or by mailing the
same to him at his address, as the same appears upon the records of the
Corporation, at least ten (10) days but not more than sixty (60) days before the
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day of the meeting. Notice of a special meeting must also state the purpose or
purposes for which the meeting is called. Notice of any adjourned meeting need
not be given except by announcement at the meeting so adjourned, unless
otherwise ordered in connection with such adjournment. Such further notice, if
any, shall be given as may be required by law.
Section 4. Quorum. Any number of stockholders, together holding at least
one-third of the capital stock of the Corporation issued and outstanding and
entitled to vote, who shall be present in person or represented by proxy at any
meeting duly called, shall constitute a quorum for the transaction of all
business, except as otherwise provided by law, by the Certificate of
Incorporation or by these Bylaws.
Section 5. Adjournment of Meetings. If less than a quorum shall attend at
the time for which a meeting shall have been called, the meeting may adjourn
from time to time by a majority vote of the stockholders present or represented
by proxy and entitled to vote without notice other than by announcement at the
meeting until a quorum shall attend. Any meeting at which a quorum is present
may also be adjourned in like manner and for such time or upon such call as may
be determined by a majority vote of the stockholders present or represented by
proxy and entitled to vote. At any adjourned meeting at which a quorum shall be
present, any business may be transacted and any corporate action may be taken
which might have been transacted at the meeting as originally called.
Section 6. Voting List. The Secretary shall prepare and make, at least ten
(10) days before every election of directors, a complete list of the
stockholders entitled to vote, arranged in alphabetical order and showing the
address of each stockholder and the number of shares of each stockholder. Such
list shall be open at the place where the election is to be held for said ten
days, to the examination of any stockholder, and shall be produced and kept at
the time and place of election during the whole time thereof, and subject to the
inspection of any stockholder who may be present.
Section 7. Voting. Each stockholder entitled to vote at any meeting may
vote either in person or by proxy, but no proxy shall be voted on or after three
(3) years from its date, unless said proxy provides for a longer period. Each
stockholder entitled to vote shall at every meeting of the stockholders be
entitled to one vote for each share of stock registered in his name on the
record of stockholders. At all meetings of stockholders all matters, except as
otherwise provided by statute, shall be determined by the affirmative vote of
the majority of shares present in person or by proxy and entitled to vote on the
subject matter. Voting at meetings of stockholders need not be by written
ballot.
Section 8. Record Date of Stockholders. The Board of Directors is
authorized to fix in advance a date not exceeding sixty (60) days nor less than
ten (10) days preceding the date of any meeting of stockholders, and not
exceeding sixty (60) days preceding the date for the payment of any dividend, or
the date for the allotment of rights, or the date when any change or conversion
or exchange of capital stock shall go into effect, or a date in connection with
obtaining the consent of stockholders for any purposes, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting, and any adjournment thereof, or entitled to receive payment of any
such dividend, or to any such allotment of rights, or to exercise the rights in
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respect of any such change, conversion or exchange of capital stock, or to give
such consent, and, in such case, such stockholders and only such stockholders as
shall be stockholders of record on the date so fixed shall be entitled to such
notice of, and to vote at, such meeting, and any adjournment thereof, or to
receive payment of such dividend, or to receive such allotment of rights, or to
exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation, after
such record date fixed as aforesaid.
Section 9. Action Without Meeting. Any action required or permitted to be
taken at any annual or special meeting of stockholders may be taken without a
meeting, without prior notice and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted and shall be delivered to the
Corporation by delivery to its registered office in the State of Delaware, its
principal place of business, or an officer or agent of the Corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested. Prompt notice of
the taking of the corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented in
writing.
Section 10. Conduct of Meetings. The Chief Executive Officer, or in his
absence the President, shall preside at all regular or special meetings of
stockholders. To the maximum extent permitted by law, such presiding person
shall have the power to set procedural rules, including but not limited to rules
respecting the time allotted to stockholders to speak, governing all aspects of
the conduct of such meetings.
ARTICLE III
DIRECTORS
The business and affairs of the Corporation shall be managed by, or under
the direction of, a Board of Directors.
Section 1. Number and Qualifications. The number of directors shall be not
less than three and not more than twelve, the exact number within such minimum
and maximum limits to be fixed and determined from time to time by resolution of
a majority of the Board of Directors or by the affirmative vote of the holders
of at least a majority of all outstanding shares entitled to be voted in the
election of directors, voting together as a single class. The directors need not
be stockholders.
Section 2. Staggered Election of Directors. The Board of Directors shall be
divided into three classes, each consisting, as nearly as may be possible, of
one-third of the total number of directors constituting the entire Board of
Directors. At the annual meeting of shareholders in 2000, at which the staggered
board shall be elected, the first class of directors shall be elected for a year
term expiring upon the next following annual meeting of shareholders and upon
the election and qualification of their respective successors, the second class
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of directors shall be elected for a term expiring upon the second next annual
meeting of shareholders and upon the election and qualification of their
respective successors, and the third class of directors shall be elected for a
term expiring upon the third next annual meeting of shareholders and upon the
election and qualification of their respective successors. At each succeeding
annual meeting of shareholders, successors to the class of directors whose term
expires at that annual meeting of shareholders shall be elected for a three-year
term. If the number of directors has changed, any increase or decrease shall be
apportioned among the classes so as to maintain the number of directors in each
class as nearly equal as possible, and any additional director of any class
elected to fill a vacancy resulting from an increase in such a class shall hold
office for a term that shall coincide with the remaining term of that class,
unless otherwise required by law, but in no case shall a decrease in the number
of directors for a class shorten the term of an incumbent director.
Section 3. Removal and Resignation of Directors. Any director may be
removed from the Board of Directors, with or without cause, by the holders of a
majority of the shares of capital stock entitled to vote at an election of
directors, either by written consent or consents or at any special meeting of
the stockholders called for that purpose, and the office of such director shall
forthwith become vacant.
Any director may resign at any time upon written notice to the Corporation.
Such resignation shall take effect at the time specified therein, and if no time
be specified, at the time of its receipt by the President or Secretary. The
acceptance of a resignation shall not be necessary to make it effective, unless
so specified therein.
Section 4. Filling of Vacancies. Any vacancy among the directors, occurring
from any cause whatsoever, may be filled by a majority of the remaining
directors, though less than a quorum, provided, however, that the stockholders
removing any director may at the same meeting fill the vacancy caused by such
removal, and provided further, that if the directors fail to fill any such
vacancy, the stockholders may at any special meeting called for that purpose
fill such vacancy. In case of any increase in the number of directors, the
additional directors may be elected by the directors in office before such
increase.
Any person elected to fill a vacancy shall hold office, subject to the
right of removal as herein before provided, until his successor is elected and
qualified.
Section 5. Regular Meetings. The Board of Directors shall hold an annual
meeting for the purpose of organization and the transaction of any business
immediately after the annual meeting of the stockholders, provided a quorum of
directors is present. Other regular meetings may be held at such times as may be
determined from time to time by resolution of the Board of Directors.
Section 6. Special Meetings. Special meetings of the Board of Directors may
be called by the Chairman of the Board of Directors, by the Chief Executive
Officer, or by the President.
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Section 7. Notice and Place of Meetings. Meetings of the Board of Directors
may be held at the principal office of the Corporation, or at such other place
as shall be stated in the notice of such meeting. Notice of any special meeting,
and, except as the Board of Directors may otherwise determine by resolution,
notice of any regular meeting also, shall be mailed to each director addressed
to him at his residence or usual place of business at least two days before the
day on which the meeting is to be held, or if sent to him at such place by
telegraph or cable, or delivered personally or by telephone, not later than the
day before the day on which the meeting is to be held. No notice of the annual
meeting of the Board of Directors shall be required if it is held immediately
after the annual meeting of the stockholders and if a quorum is present.
Section 8. Business Transacted at Meetings, etc. Any business may be
transacted and any corporate action may be taken at any regular or special
meeting of the Board of Directors at which a quorum shall be present, whether
such business or proposed action be stated in the notice of such meeting or not,
unless special notice of such business or proposed action shall be required by
statute.
Section 9. Quorum. A majority of the Board of Directors at any time in
office shall constitute a quorum. At any meeting at which a quorum is present,
the vote of a majority of the members present shall be the act of the Board of
Directors unless the act of a greater number is specifically required by law or
by the Certificate of Incorporation or these Bylaws. The members of the Board
shall act only as the Board and the individual members thereof shall not have
any powers as such.
Section 10. Compensation. The directors shall not receive any stated salary
for their services as directors, but by resolution of the Board of Directors a
fixed fee and expenses of attendance may be allowed for attendance at each
meeting. Nothing herein contained shall preclude any director from serving the
Corporation in any other capacity, as an officer, agent or otherwise, and
receiving compensation therefor.
Section 11. Action Without a Meeting. Any action required or permitted to
be taken at any meeting of the Board of Directors, or of any committee thereof,
may be taken without a meeting if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of the proceedings of the Board or committee.
Section 12. Meetings Through Use of Communications Equipment. Members of
the Board of Directors, or any committee designated by the Board of Directors,
shall, except as otherwise provided by law, the Certificate of Incorporation or
these Bylaws, have the power to participate in a meeting of the Board of
Directors, or any committee, by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation shall constitute presence in
person at the meeting.
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ARTICLE IV
COMMITTEES
Section 1. Executive Committee. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one (1) or more of their
number to constitute an Executive Committee to hold office at the pleasure of
the Board, which Committee shall, during the intervals between meetings of the
Board of Directors, have and exercise all of the powers of the Board of
Directors in the management of the business and affairs of the Corporation,
subject only to such restrictions or limitations as the Board of Directors may
from time to time specify, or as limited by the Delaware General Corporation
Law, and shall have power to authorize the seal of the Corporation to be affixed
to all papers which may require it.
Any member of the Executive Committee may be removed at any time, with or
without cause, by a resolution of a majority of the whole Board of Directors.
Any person ceasing to be a director shall ipso facto cease to be a member
of the Executive Committee.
Any vacancy in the Executive Committee occurring from any cause whatsoever
may be filled from among the directors by a resolution of a majority of the
whole Board of Directors.
Section 2. Other Committees. Other committees, whose members shall include
at least one (1) director, may be appointed by the Board of Directors or the
Executive Committee, which committees shall hold office for such time and have
such powers and perform such duties as may from time to time be assigned to them
by the Board of Directors or the Executive Committee.
Any member of such a committee may be removed at any time, with or without
cause, by the Board of Directors or the Executive Committee. Any vacancy in a
committee occurring from any cause whatsoever may be filled by the Board of
Directors or the Executive Committee.
Section 3. Resignation. Any member of a committee may resign at any time.
Such resignation shall be made in writing and shall take effect at the time
specified therein, or, if no time be specified, at the time of its receipt by
the Chief Executive Officer, the President or the Secretary. The acceptance of a
resignation shall not be necessary to make it effective unless so specified
therein.
Section 4. Quorum. A majority of the members of a committee shall
constitute a quorum. The act of a majority of the members of a committee present
at any meeting at which a quorum is present shall be the act of such committee.
The members of a committee shall act only as a committee, and the individual
members thereof shall not have any powers as such.
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Section 5. Record of Proceedings, etc. Each committee shall keep a record
of its acts and proceedings, and shall report the same to the Board of Directors
when and as required by the Board of Directors.
Section 6. Organization, Meetings, Notices, etc. A committee may hold its
meetings at the principal office of the Corporation, or at any other place which
a majority of the committee may at any time agree upon. Each committee may make
such rules as it may deem expedient for the regulation and carrying on of its
meetings and proceedings. Unless otherwise ordered by the Executive Committee,
any notice of a meeting of such committee may be given by the Secretary of the
Corporation or by the chairman of the committee and shall be sufficiently given
if mailed to each member at his residence or usual place of business at least
two days before the day on which the meeting is to be held, or if sent to him at
such place by telegraph or cable, or delivered personally or by telephone not
later than 24 hours before the time at which the meeting is to be held.
Section 7. Compensation. The members of any committee shall be entitled to
such compensation as may be allowed them by resolution of the Board of
Directors.
ARTICLE V
OFFICERS
Section 1. Number. The officers of the Corporation shall be a Chief
Executive Officer, a President, a Secretary, and such other officers as may be
appointed in accordance with the provisions of Section 3 of this Article V. The
Board of Directors in its sole discretion may also elect a Chairman of the Board
of Directors.
Section 2. Election, Term of office and Qualifications. The officers,
except as provided in Section 3 of this Article V, shall be chosen annually by
the Board of Directors. Each such officer shall, except as herein otherwise
provided, hold office until his successor shall have been elected and qualified
or until his earlier resignation or removal. The Chairman of the Board of
Directors, if any, and the Chief Executive Officer shall be directors of the
Corporation, and should any one of them cease to be a director, he shall ipso
facto cease to be such officer, except as otherwise provided by a majority of
the Board of Directors. Except as otherwise provided by law, any number of
offices may be held by the same person.
Section 3. Other Officers. Other officers, including a Chief Financial
Officer, one or more Vice-Presidents or one or more Assistant Secretaries,
Treasurers or Assistant Treasurers, may from time to time be appointed by the
Board of Directors, which other officers shall have such powers and perform such
duties as may be assigned to them by the Board of Directors or the officer or
committee appointing them.
Section 4. Removal of Officers. Any officer of the Corporation may be
removed from office, with or without cause, by a vote of a majority of the Board
of Directors.
Section 5. Resignation. Any officer of the Corporation may resign at any
time. Such resignation shall be in writing and shall take effect at the time
specified therein, and
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if no time be specified, at the time of its receipt by the Chief Executive
Officer, President or Secretary. The acceptance of a resignation shall not be
necessary in order to make it effective, unless so specified therein.
Section 6. Filling of Vacancies. A vacancy in any office shall be filled by
the Board of Directors or by the authority appointing the predecessor in such
office.
Section 7. Compensation. The compensation of the officers shall be fixed by
the Board of Directors, or by any committee upon whom power in that regard may
be conferred by the Board of Directors.
Section 8. Chairman of the Board of Directors. The Chairman of the Board of
Directors shall be a director and shall preside at all meetings of the Board of
Directors at which he shall be present, and shall have such power and perform
such duties as may from time to time be assigned to him by the Board of
Directors.
Section 9. The Chief Executive Officer. The Chief Executive Officer of the
Corporation shall, subject to the direction and control of the Board of
Directors, have general control and management of the business affairs and
policies of the Corporation. The Chief Executive Officer shall be generally
responsible for the proper conduct of the business of the Corporation. The Chief
Executive Officer shall act as liaison from and as spokesman for the Board of
Directors. The Chief Executive Officer shall participate in long-range planning
for the Corporation and shall be available to the other officers of the
Corporation for consultation. Except where the signature of the President is
required by law, the Chief Executive Officer shall posses the same power as the
President to sign all certificates, contracts or other instruments of the
Corporation. During the absence or disability of the President, the Chief
Executive Officer shall exercise all the powers and discharge all the duties of
the President. The Chief Executive Officer shall preside at all meetings of the
stockholders at which he or she is present and, in the absence of the Chief
Executive Officer, President shall preside at such meetings. The Chief Executive
Officer shall have such other powers and perform such other duties as from time
to time may be conferred or imposed upon the Chief Executive Officer by the
Board of Directors.
Section 10. The President. The President of the Corporation shall be the
principal administrative officer of the Corporation. During absence or
disability of the Chief Executive Officer, the President shall exercise all the
powers and discharge all the duties of the Chief Executive Officer; except as
otherwise provided by the Board of Directors. The President shall possess power
to sign all certificates, contracts and other instruments of the Corporation. In
the absence of the Chief Executive Officer, the President shall preside at all
meetings of the shareholders and of the Board of Directors. The President shall
perform all such other duties as are incident to the office of President or are
properly required by the Board of Directors.
Section 11. Vice Presidents. During the absence or disability of the
President, the Senior Vice Presidents, if any, and the Vice Presidents, if any,
in the order designated by the Board of Directors, shall exercise all the
functions of the President. Each Vice President shall have such powers and
discharge such duties as may be assigned from time to time by the Board of
Directors.
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Section 12. The Secretary. The Secretary shall issue notices for all
meetings, except for notices for special meetings of the shareholders and
special meetings of the directors which are called by the requisite percentage
of shareholders or number of directors, shall keep minutes of all meetings,
shall have charge of the seal and the Corporation's books and shall make such
reports and perform such other duties as are incident to the office of
Secretary, or are properly required of him or her by the Board of Directors.
Section 13. The Chief Financial Officer - Treasurer. The Treasurer, who may
also hold the title "Chief Financial Officer," shall have the custody of all
moneys and securities of the Corporation and shall keep regular books of
account. The Treasurer shall disburse the funds of the Corporation in payment of
the just demands against the Corporation or as may be ordered by the Board of
Directors, taking proper vouchers or receipts for such disbursements, and shall
render to the Board of Directors from time to time as may be required an account
of all transactions as Treasurer and of the financial condition of the
Corporation. The Treasurer shall perform such other duties incident to his or
her office or that are properly required of him or her by the Board of
Directors.
ARTICLE VI
CAPITAL STOCK
Section 1. Issue of Certificates of Stock. Certificates of capital stock
shall be in such form as shall be approved by the Board of Directors. They shall
be numbered in the order of their issue and shall be signed by the Chairman of
the Board of Directors, the Chief Executive Officer or the President, and the
Secretary or any Assistant Secretary and the seal of the Corporation or a
facsimile thereof shall be impressed or affixed or reproduced thereon, provided,
however, that where such certificates are signed by a transfer agent or an
assistant transfer agent or by a transfer clerk acting on behalf of the
Corporation and a registrar, the signature of any such Chairman of the Board of
Directors, Chief Executive Officer, President, Secretary or Assistant Secretary,
may be facsimile. In case any officer or officers who shall have signed, or
whose facsimile signature or signatures shall have been used on any such
certificate or certificates shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by the Corporation, 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 shall
have been used thereon have not ceased to be such officer or officers of the
Corporation.
Section 2. Registration and Transfer of Shares. The name of each person
owning a share of the capital stock of the Corporation shall be entered on the
books of the Corporation together with the number of shares held by him, the
numbers of the certificates covering such shares and the dates of issue of such
certificates. The shares of stock of the Corporation shall be transferable on
the books of the Corporation by the holders thereof in person, or by their duly
authorized attorneys or legal representatives, on surrender and cancellation of
certificates for a like number of shares, accompanied by an assignment or power
of transfer endorsed thereon or attached thereto, duly executed, and with such
proof of the
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authenticity of the signature as the Corporation or its agents may reasonably
require. A record shall be made of each transfer.
The Board of Directors may make other and further rules and regulations
concerning the transfer and registration of certificates for stock and may
appoint a transfer agent or registrar or both and may require all certificates
of stock to bear the signature of either or both.
Section 3. Lost, Destroyed and Mutilated Certificates. The holder of any
stock of the Corporation shall immediately notify the Corporation of any loss,
theft, destruction or mutilation of the certificates therefor. The Corporation
may issue a new certificate of stock in the place of any certificate theretofore
issued by it alleged to have been lost, stolen or destroyed, and the Board of
Directors may, in its discretion, require the owner of the lost, stolen or
destroyed certificate, or his legal representatives, to give the Corporation a
bond, in such sum not exceeding double the value of the stock and with such
surety or sureties as they may require, to indemnify it against any claim that
may be made against it by reason of the issue of such new certificate and
against all other liability in the premises, or may remit such owner to such
remedy or remedies as he may have under the laws of the State of Delaware.
ARTICLE VII
DIVIDENDS, SURPLUS, ETC.
Section 1. General Discretion of Directors. The Board of Directors shall
have power to fix and vary the amount to be set aside or reserved as working
capital of the Corporation, or as reserves, or for other proper purposes of the
Corporation, and, subject to the requirements of the Certificate of
Incorporation, to determine whether any, if any, part of the surplus or net
profits of the Corporation shall be declared as dividends and paid to the
stockholders, and to fix the date or dates for the payment of dividends.
ARTICLE VIII
MISCELLANEOUS PROVISIONS.
Section 1. Fiscal Year. Effective January 1, 2001, the fiscal year of the
Corporation shall commence on the first day of January and end on the last day
of December in each year.
Section 2. Corporate Seal. The corporate seal shall be in such form as
approved by the Board of Directors and may be altered at their pleasure. The
corporate seal may be used by causing it or a facsimile thereof to be impressed
or affixed or reproduced or otherwise.
Section 3. Notices. Except as otherwise expressly provided, any notice
required by these Bylaws to be given shall be sufficient if given by depositing
the same in a post office or letter box in a sealed postpaid wrapper addressed
to the person entitled thereto at his address, as the same appears upon the
books of the Corporation, or by telegraphing or cabling the same to such person
at such addresses; and such notice shall be deemed to be given at the time it is
mailed, telegraphed or cabled.
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Section 4. Waiver of Notice. Any stockholder or director may at any time,
by writing or by telegraph or by cable, waive any notice required to be given
under these Bylaws, and if any stockholder or director shall be present at any
meeting for any purpose other than objecting at the beginning of the meeting to
the transaction of any business because the meeting is not lawfully called or
convened, his presence shall constitute a waiver of such notice.
Section 5. Checks, Drafts, etc. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation, shall be signed by such officer or officers, agent or agents of
the Corporation, and in such manner, as shall from time to time be designated by
resolution of the Board of Directors.
Section 6. Deposits. All funds of the Corporation shall be deposited from
time to time to the credit of the Corporation in such bank or banks, trust
companies or other depositories as the Board of Directors may select, and, for
the purpose of such deposit, checks, drafts, warrants and other orders for the
payment of money which are payable to the order of the Corporation, may be
endorsed for deposit, assigned and delivered by any officer of the Corporation,
or by such agents of the Corporation as the Board of Directors or the President
may authorize for that purpose.
Section 7. Voting Stock of Other Corporations. Except as otherwise ordered
by the Board of Directors or the Executive Committee, the President or the
Treasurer shall have full power and authority on behalf of the Corporation to
attend and to act and to vote at any meeting of the stockholders of any
corporation of which the Corporation is a stockholder and to execute a proxy to
any other person to represent the Corporation at any such meeting, and at any
such meeting the President or the Treasurer or the holder of any such proxy, as
the case may be, shall possess and may exercise any and all rights and powers
incident to ownership of such stock and which, as owner thereof, the Corporation
might have possessed and exercised if present. The Board of Directors or the
Executive Committee may from time to time confer like powers upon any other
person or persons.
Section 8. Indemnification of Officers and Directors. The Corporation shall
indemnify any and all of its directors or officers, including former directors
or officers, and any employee, who shall serve as an officer or director of any
corporation at the request of this Corporation, to the fullest extent permitted
under and in accordance with the laws of the State of Delaware.
ARTICLE IX
AMENDMENTS
The Board of Directors shall have the power to make, rescind, alter, amend
and repeal these Bylaws, provided, however, that the stockholders shall have
power to rescind, alter, amend or repeal any Bylaws made by the Board of
Directors, and to enact Bylaws which if so expressed shall not be rescinded,
altered, amended or repealed by the Board of Directors. No change of the time or
place for the annual meeting of the stockholders for the election of directors
shall be made except in accordance with the laws of the State of Delaware.
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Adopted by the Board of Directors and approved by the shareholders on this
3rd day of May, 2000.
/s/ William Galine
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William Galine, Secretary
