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BY-LAWS OF
EC POWER, INC.
ARTICLE I
Section 1. The following paragraphs contain provisions for the
regulation and management of EC POWER, INC., a Delaware corporation.
Section 2. In the event that there is a conflict between a provision
of these By-Laws and a mandatory provision of the Articles of Incorporation of
this corporation, then said mandatory provision of the Articles of
Incorporation of this corporation shall control.
ARTICLE II
PLACE OF BUSINESS
Section 1. The registered office of the corporation, which shall also
be the principal office of said corporation, shall be The Corporation Trust
Company, 1209 Orange Street, Wilmington, Delaware 19801, County of Newcastle.
This designation shall be without prejudice to the power and right of the
corporation to conduct and transact any of its affairs or business in other
cities, states, territories, countries, or places.
Section 2. The registered agent of the corporation in the State of
Delaware shall be The Corporation Trust Company.
Section 3. The registered office and registered agent of the
corporation may be changed from time to time in the manner prescribed by law
without amending these By-Laws.
ARTICLE III
OFFICERS
Section 1. NUMBER. The officers of this corporation may consist of a
President, a Secretary, a Treasurer, and such other officers, including one or
more Vice Presidents, and, if desired, a Chief Executive Officer, as may be
appointed in accordance with the provisions of Section 3 of this Article. One
person may hold any two of said offices, but no such officer shall execute,
acknowledge, or verify any instrument in more than one capacity if such
instrument is required by law or by these By-Laws or by a resolution of the
Board of Directors to be executed, acknowledged or verified by any two or more
officers.
Section 2. ELECTION, TERM OF OFFICE AND QUALIFICATIONS. The officers
of this corporation shall be chosen annually by the Board of Directors. Each
officer, except such officer as may be appointed in accordance with the
provisions of Section 3 of this Article, shall hold his office until his
successors shall have been removed in the manner hereinafter provided.
Section 3. SUBORDINATE OFFICERS. The Board of Directors may appoint
such other officers to hold office for such period, have such authority and
perform such duties as the Board of Directors may from time to time determine.
The Board of Directors may delegate to any officer the power to appoint any
such subordinate officers.
Section 4. REMOVAL. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the corporation would be served thereby, but
such removal shall be without prejudice to the contract rights, if any, of the
person so removed. Such removal shall be by vote of a majority of the whole
Board of Directors at a regular meeting or a special meeting of the Board of
Directors called for this purpose.
Section 5. RESIGNATIONS. Any officer may resign at any time by
giving written notice to the Board of Directors or to the President or
Secretary of the corporation. Any such resignation shall take effect at the
time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Section 6. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer
shall be the principal executive officer of the corporation and, subject to
the control of the Board of Directors, shall in general supervise and control
all of the business and affairs of the corporation. He shall preside at all
meetings of the shareholders and all meetings of the Board of Directors; and
shall have general supervision over the affairs of the corporation and over
the other officers.
Section 7. PRESIDENT. The President shall be the chief operating
officer of the corporation. The President shall perform all duties incident
to the office of the President; shall sign all stock certificates and written
contracts of the corporation; and shall perform all such other duties as are
assigned to him from time to time by resolution of the Board of Directors or
the Chief Executive Officer.
Section 8. VICE PRESIDENT. In the absence of the President or in the
event of his death, inability or refusal to act, the Vice President shall
perform the duties of the President, and when so acting, shall have all the
powers of, and be subject to, all of the restrictions upon the President. The
Vice President shall perform such other duties as from time to time may be
assigned to him by the President or by the Board of Directors.
Section 9. SECRETARY. The secretary shall be sworn to the faithful
discharge of his duty. He shall:
a. Keep the minutes of the meetings of the shareholders and of the
Board of Directors in books provided for that purpose;
b. See that all notices are duly given in accordance with the
provisions of these By-Laws or as required by law;
c. Be custodian of the records and of the seal of the corporation and
see that such seal is affixed to all stock certificates prior to
their issue and to all documents, the execution of which on behalf
of the corporation under its seal is duly authorized in accordance
with the provisions of these By-Laws.
d. Have charge of the stock books of the corporation and keep or cause
to be kept the stock and transfer books in such manner as to show at
any time the amount of the stock of the corporation issued and
outstanding, the manner in which and the time when such stock was
paid for, the names, alphabetically arranged, and the addresses of
the holders of record; and exhibit during the usual business hours
of the corporation to any director, upon application, the original
or duplicate stock ledger;
e. Sign with the President, or a Vice President, certificates of stock
of the corporation;
f. See that the books, reports, statements, certificates, and all other
documents and records of the corporation required by law are
properly kept and filed;
g. In general, perform all duties incident to the office of Secretary
and such other duties as, from time to time, may be assigned to him
by the Board of Directors or by the President.
Section 10. TREASURER. The Treasurer shall:
a. Have charge and custody of, and be responsible for, all funds and
securities of the corporation;
b. From time to time render a statement of the condition of the
finances of the corporation at the request of the Board of
Directors;
c. Receive and give receipt for monies due and payable to the
corporation from any source whatsoever;
d. In general, perform all duties incident to the office of Treasurer,
and such other duties as from time to time may be assigned to him by
the Board of Directors or by the President.
Section 11. Salaries. Salaries of the officers shall be fixed from time
to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a Director of the
corporation.
ARTICLE IV
DIRECTORS
Section 1. GENERAL POWERS. The business and affairs of this
corporation and the management thereof shall be vested in a Board of Directors
consisting of not less than one (1) nor more than ten (10) members.
Section 2. NUMBER AND QUALIFICATION. The number of directors of this
corporation shall be not less than one (1) and not more than ten (10). The
number of directors may be increased or decreased from time to time within the
limits stated above by the action of the majority or the whole Board of
Directors. Directors shall be elected for a term of one (1) year and shall
serve until the election and qualification of their successors, unless they
sooner resign. At the first annual meeting of the stockholders and at each
annual meeting thereafter, the stockholders shall so elect directors to hold
office until the next succeeding annual meeting. The directors need not be
residents of the State of Delaware or stockholders of the corporation.
Section 3. EXECUTIVE COMMITTEE. The Board of Directors by resolution
passed by a majority of the whole Board may designate two or more of their
number to constitute an executive committee, which shall have and exercise,
subject to limitations, if any, as may be prescribed herein or by resolution
of the Board of Directors, the powers of the Board of Directors and the
management of the business and affairs of the corporation; provided such
executive committee shall act only at such times as the Board of Directors is
not in session and in no event to the exclusion of the Board of Directors at
any time to act as a Board upon any business of the corporation.
Section 4. VACANCY. Any director may resign at any time by giving
written notice to the President or to the Secretary of the corporation. Such
resignation shall take effect at the time specified therein; and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective. Any vacancy occurring in the Board of
Directors maybe filled by the affirmative majority vote of the whole Board of
Directors. A director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office. A director chosen to fill a
position resulting from a vacancy or an increase in the number of directors
shall hold office until the next annual meeting of stockholders.
Section 5. REMOVAL. Any director may be removed from office, either
with or without cause, at any time, and another person may be elected to his
place, to serve for the remainder of his term, at any special meeting of
shareholders called for that purpose, by a majority of all of the shares of
stock outstanding and entitled to vote. In case any vacancy so created shall
not be filled by the shareholders at such meeting, such vacancy may be filled
by the affirmative vote of a majority of the remaining directors though less
than a quorum.
Section 6. MEETINGS. The regular meeting of the Board of Directors
shall be held immediately following the annual shareholder's meeting. The
Board of Directors shall meet at such other time or times as they may from
time to time determine.
Section 7. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by or at the request of the President or any two
directors. The person or persons authorized to call special meetings of the
Board of Directors may fix the place for holding any special meeting of the
Board of Directors called by them.
Section 8. PLACE OF MEETINGS. The Board of Directors may hold its
meetings at such place or places within or without the State of Delaware as
the Board may from time to time determine, or, with respect to its meetings,
as shall be specified or fixed in respective notices or waivers of notice of
such meetings.
Section 9. SPECIAL MEETINGS: NOTICE. Special meetings of the Board
of Directors shall be held whenever called by the President or by two of the
directors. Notice of the time and place of holding said special meeting of
the Board of Directors shall be given to each director by either
(i) registered mail, return receipt requested, deposited in the mail at least
ten (10) days prior to the date of said special meeting, or (ii) guaranteed
overnight delivery by a nationally-used courier service at least three (3)
days prior to the date of said special meeting, or (iii) by telex or facsimile
copy sent at least forty-eight (48) hours prior to the time and date of such
special meeting. Attendance of a director at such special meeting shall
constitute a waiver of notice of such special meeting, except where a director
attends the meeting for the express purpose of objecting to the transacting of
any business because the meeting is not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of, any regular meeting or
special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.
Section 10. PRESENCE OF MEETINGS. Members of the Board, or of any
committee thereof, may participate in a meeting of the Board or such committee
by means of conference telephone or similar communications equipment, by means
of which all persons participating in the meeting can hear one another.
Participation in a meeting pursuant to this Section 10 shall constitute
presence in person at such meeting.
Section 11. QUORUM AND MANNER OF ACTING. A majority of the members of
the Board of Directors shall form a quorum for the transaction of business at
any regular or special meeting of the Board of Directors. The act of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors. If the vote of a lesser number is
required for a specific act by the Articles of Incorporation, or by another
provision of these By-Laws, then that lesser number shall govern. In the
absence of a quorum, a majority of the directors present may adjourn the
meeting from time to time until a quorum be had.
Section 12. COMPENSATION. By resolution of the Board of Directors,
the directors may be paid their expenses, if any, for attendance at each
meeting of the Board of Directors and may be paid a fixed sum for attendance
at each meeting of the Board of Directors or a stated salary as director. No
such payment shall preclude any director from serving the corporation in any
other capacity and receiving compensation therefor.
Section 13. ELECTION OF OFFICERS. At the first meeting of the Board
of Directors after the annual election, the President, Vice President, and
Secretary and Treasurer shall be elected to serve for the ensuing year and
until the election of their respective successors, and an executive committee
may be elected. Election shall be by ballot, and the majority of the votes
cast shall be necessary to elect. Any vacancies that occur may be filled by
the Board of Directors for the unexpired term. An officer may be removed at
any time by the majority vote of the directors present at any regular or
special meeting of said Board of Directors at which a quorum is present. The
Board of Directors shall have the power to fill officer vacancies, create new
officer positions, and adjust salaries of officers as said Board from time to
time shall deem necessary, all in accordance with the Articles of
Incorporation.
Section 14. REPORTING. At each annual stockholder's meeting, the
directors shall submit a statement of business done during the preceding year,
together with a report of the general financial condition of the corporation,
and of the condition of its tangible property.
ARTICLE V
BOOKS AND RECORDS
Section 1. The corporation shall keep either within or without the
State of Delaware, complete books and records of account and shall keep
minutes of the proceedings of its stock holders and the Board of Directors.
Section 2. The corporation shall keep at its registered office or
principal place of business, a record of its stock holders, giving the names
and addresses of all of the stock holders and the number and class of the
shares held by each.
Section 3. The books, records of account, financial statements and
other documents of the corporation shall be available to such persons who have
been designated by law as having a right thereto, and said books, records of
account, financial statements and documents shall be made available to such
persons in the manner and in accordance with the procedures established by
law.
ARTICLE VI
STOCK
Section 1. AUTHORIZATION. The authorized shares of stock of the
corporation shall be as provided by the Articles of Incorporation.
Section 2. CERTIFICATE OF SHARES. The shares of stock of the
corporation shall be represented by certificates signed by the Chief Executive
Officer, President or the Vice President and the Secretary or an assistant
Secretary of the corporation, and may be sealed with the seal of the
corporation or a facsimile thereof. The signatures of the President or Vice
President and the Secretary or Assistant Secretary upon a certificate may be
facsimile if the certificate is countersigned by a transfer agent, or
registered by a registrar, other than the corporation itself or an employee of
the corporation. In case any officer who has signed or whose facsimile
signature has been placed upon such certificate shall have ceased to be such
officer before such certificate is issued, it may be issued by the corporation
with the same effect as if he were such officer at the date of its issue.
Section 3. ISSUANCE OF CERTIFICATES. Each certificate representing
shares shall state upon the face of same that the corporation is organized
under the laws of the State of Delaware, the name of the person to whom the
certificate is issued, the number and class of shares, and the designation of
the series, if any, which such certificate represents. No certificate shall
be issued for any shares until such shares are fully paid and when issued
shall bear the notation that the certificate is issued as a fully paid and
non-assessable certificate of stock.
Section 4. TRANSFER OF SHARES. Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the
holder of record thereof or by his legal representative, who shall furnish
proper evidence of authority to transfer, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the secretary of
the corporation, and on surrender for cancellation of the certificate for such
shares. Upon surrender to the corporation or to a transfer agent of the
corporation of a certificate of stock duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate. Every such transfer of shares shall
be entered on the stock book of the corporation which shall be kept at its
principal office, or by its registrar duly appointed.
Section 5. TRANSFER AGENT. The secretary of the corporation shall
act as transfer agent of the certificates representing the shares of the
corporation. The Secretary shall maintain a stock transfer book, the stubs in
which shall set forth, among other things, the names and addresses of the
holders of all issued shares of the corporation, the number of shares held by
each, the certificate numbers representing such shares, the date of issue of
the certificates representing such shares, and whether or not such shares
originate from original issue or from transfer. The names and addresses of
the shareholders as they appear on the stubs of the stock transfer book shall
be conclusive evidence as to who are the shareholders of record and as such
entitled to receive notice of the meetings of shareholders; to vote at such
meetings; to examine the list of the shareholders entitled to vote at
meetings; to receive dividends; and to own, enjoy and exercise any other
property rights deriving from such shares against the corporation. Each
shareholder shall be responsible for notifying the secretary in writing of any
change in his name or address and failure so to do will relieve the
corporation, its directors, officers and agents, from liability for failure to
direct notices or other documents, or to pay over or transfer dividends or
other property or rights, to a name and address other than the name and
address appearing on the stub of the stock transfer book.
The Board of Directors may at its discretion, appoint instead
of the secretary of the corporation, one or more transfer agents, registrars
and agents outside the corporation for making payment upon any class of stock,
bond, debenture, or other security of the corporation. Such agents and
registrars may be located either within or outside the State of Delaware.
They shall have such rights and duties and shall be entitled to such
compensation as may be agreed.
Section 6. FRACTIONAL SHARES. The corporation may, but shall not be
obliged to, issue a certificate for a fractional share, and by action by its
Board of Directors, may issue in lieu thereof scrip in register or bearer form
which shall entitle the holder to receive a certificate for a full share upon
the surrender of such scrip aggregated to a full share. The rights and
obligations of persons holding said fractional shares or scrip shall be as are
contained in any applicable provision of these By-Laws, Articles of
Incorporation, or laws of the State of Delaware.
Section 7. TREASURY SHARES. Treasury shares of stock shall be held
by the corporation subject to the disposal of the Board of Directors and shall
neither vote nor participate in dividends.
Section 8. LIEN. The corporation shall have a first lien on all
shares of its stock and upon all dividends declared upon same for any
indebtedness of the respective holders thereof of the corporation.
Section 9. LOST CERTIFICATES. In cases of loss or destruction of a
certificate of stock, no new certificates shall be issued in lieu thereof
except upon satisfactory proof to the Board of Directors of such loss or
destruction, and, at the election of a majority of the Board of Directors,
upon giving satisfactory security by bond or otherwise, against loss to the
corporation. Any such new certificate shall be plainly marked "Duplicate" on
its face.
Section 10. CONSIDERATION AND PAYMENT FOR SHARES. Shares having a par
value shall be issued for such consideration, expressed in dollars but not
less than the par value thereof, as shall be fixed from time to time by the
Board of Directors. Shares without par value shall be issued for such
consideration expressed in dollars as shall be fixed from time to time by the
Board of Directors. Treasury shares shall be disposed of for such
consideration expressed in dollars as may be fixed from time to time by the
Board of Directors. Such consideration may consist, in whole or in part, of
money, other property, tangible or intangible, or labor or services actually
performed for the corporation, but neither promissory notes nor future
services shall constitute payment or part payment for shares.
ARTICLE VII
SHAREHOLDERS
Section 1. ANNUAL MEETING. The regular meeting of the shareholders
of the corporation shall be held at a time and place to be designated by the
President, Vice President, or the Board of Directors, provided, however, that
whenever such day shall fall upon a Sunday or a legal holiday, the meeting
shall be held on the next succeeding business day. At the regular annual
meeting of the shareholders, the directors for the ensuing year shall be
elected. The officers of the corporation shall present their annual reports
and the Secretary shall have on file for inspection and reference, an
authentic list of the stockholders, giving the amount of stock held by each as
shown by the stock books of the corporation ten (10) days before the annual
meeting.
Section 2. SPECIAL MEETING. Special meetings of the shareholders may
be called at any time by the President, any member of the Board of Directors,
or by the holders of not less than ten (10%) percent of all of the shares
entitled to vote at said special meeting. The Board of Directors may
designate any place as the place for any annual meeting or for any special
meeting called by the Board of Directors. If a special meeting shall be
called otherwise than by the Board of Directors, the place of meeting shall be
the principal office of the corporation.
Section 3. NOTICE OF MEETINGS. Written or printed notice stating the
place, day and hour of the meeting, and in case of special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not
less than ten (10) nor more than fifty (50) days before the date of the
meeting, either personally, or by mail, by or at the discretion of the
President, the Secretary, or the director or the person calling the meeting,
to each stockholder of record entitled to vote at such meeting, except that if
the authorized capital stock is to be increased, at least thirty (30) days
notice shall be given. If mailed, such notice shall be deemed to be delivered
when deposited in the U.S. Mails and addressed to the stockholder at his
address as it appears on the stock transfer books of the corporation, with
postage thereon prepaid.
Section 4. CLOSING TRANSFER BOOKS. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders
or any adjournment thereof, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shares for any other purpose,
the Board of Directors may provide that the stock transfer books shall be
closed for any stated period not exceeding fifty (50) days. If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, shall be closed
for at least ten (10) days immediately preceding such meeting. In lieu of
closing the stock transfer books, the Board of Directors may fix in advance a
date as the record date for any such determination of such shareholders, such
date in any case to be not more than fifty (50) days and in the case of a
meeting of shareholders, not less than ten (10) days prior to the date on
which the particular action, requiring such determination of shareholders, or
shareholders entitled to receive payment of a dividend, the day on which
notice of the meeting is mailed or the date on which the resolution of the
Board of Directors declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of shareholders. When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this section, such a determination shall apply to
any adjournment thereof. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make, at least ten (10)
days before each meeting of shareholders, a complete list of shareholders
entitled to vote at any such meeting, or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each,
which list for a period of ten (10) days prior to such meeting, shall be kept
on file at the principal office of the corporation. The original stock
transfer books shall be prima facie evidence as to who are the shareholders
entitled to examine such list or transfer books or to vote at any meeting of
shareholders.
Section 5. ELECTION OF DIRECTORS. At each annual meeting of the
shareholders of the corporation, the directors shall be elected who shall
serve until their successors are duly elected and qualified, unless they
sooner resign. Election of directors shall be by such of the shareholders as
attend the annual meeting, either in person or by proxy, provided that if the
majority of stock is not represented, said meeting may be adjourned by the
shareholders present for a period not exceeding sixty (60) days at any one
adjournment. At each election of directors, cumulative voting shall not be
allowed.
Section 6. QUORUM. A majority of the outstanding stock exclusive of
treasury stock, shall be necessary to constitute a quorum at meetings of the
shareholders. If a quorum is present at any meeting, a matter other than the
election of directors shall be approved if the votes cast favoring the action
exceed the votes cast opposing the action, unless a greater number is required
by the Articles of Incorporation of the Company. In the absence of a quorum,
those present may adjourn the meeting from day to day but not exceeding sixty
(60) days.
Section 7. PROXIES. Any shareholder entitled to vote may be
represented at any regular or special meeting of the shareholders by a duly
executed proxy.
ARTICLE VIII
WAIVER OF NOTICE
Section 1. DIRECTORS AND OFFICERS. Unless otherwise provided by law,
whenever any notice is required to be given to any director or officer of the
corporation under the provisions of these By-Laws or under the provisions of
the Articles of Incorporation, a waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.
Section 2. SHAREHOLDERS. No notice of the time, place or purpose of
any annual, regular, or special meeting of the shareholders need be given if
all shareholders of record on the date said meeting is held waive such notice
in writing either before or after the regular, or special meeting of the
shareholders, such meeting shall be deemed to have been legally and duly
called, noticed, held, and conducted.
ARTICLE IX
ACTION WITHOUT A MEETING
Section 1. Any action required by the laws of the State of Delaware,
the Articles of Incorporation, or by these By-Laws, to be taken at a meeting
of the directors or stockholders of this corporation, or any action which may
be taken at a meeting of the directors or stockholders, may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all the directors or stockholders entitled to vote with respect to
the subject matter thereof. Such consent shall have the same force and effect
as a unanimous vote of the directors or stockholders, and may be stated as
such in any Articles or documents filed with the Secretary of State under the
law of the State of Delaware.
ARTICLE X
CONTRACT, LOANS, CHECKS AND DEPOSITS
Section 1. CONTRACTS. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute
and deliver any instrument in the name of and on behalf of the corporation,
and such authority may be general or confined to specific instances.
Section 2. LOANS. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name
unless authorized by a resolution of the Board of Directors. Such authority
may be general or confined to specific instances.
Section 3. 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
determined by resolution of the Board of Directors.
Section 4. DEPOSITS. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositories as the Board of Directors
may select.
ARTICLE XI
EXECUTION OF INSTRUMENTS
Section 1. EXECUTION OF INSTRUMENTS. The President shall have power
to execute on behalf and in the name of the corporation any deed, contract,
bond, debenture, note or other obligations or evidences or indebtedness, or
proxy, or other instrument requiring the signature of an officer of the
corporation, except where the signing and execution thereof shall be expressly
delegated by the Board of Directors to some other officer or agent of the
corporation. Unless so authorized, no officer, agent or employee shall have
any power or authority to bind the corporation in any way, to pledge its
credit or to render it liable pecuniarily for any purpose or in any amount.
Section 2. CHECKS AND ENDORSEMENTS. All checks and drafts upon the
funds to the credit of the corporation in any of its depositories shall be
signed by such of its officers or agents as shall from time to time be
determined by resolution of the Board of Directors which may provide for the
use of facsimile signatures under specified conditions, and all notes, bills
receivable, trade acceptances, drafts, and other evidences of indebtedness
payable to the corporation shall, for the purposes of deposit, discount or
collection, be endorsed by such officers or agents of the corporation or in
such manner as shall from time to time be determined by resolution of the
Board of Directors.
ARTICLE XII
LOANS TO DIRECTORS AND OFFICERS
Loans to employees or officers of the corporation, guarantees of their
obligations or other similar assistance to these employees or officers (except
those employees or officers who are directors of the corporation), shall be
contracted on behalf of the corporation only upon the specific authorization
of the Board of Directors of the corporation. Unless otherwise provided in
the Articles of Incorporation, loans to directors, guarantees of their
obligations, or other similar assistance to the directors shall be contracted
on behalf of the corporation only upon the specific authorization of the Board
of Directors and the affirmative vote of the holders of two-thirds (2/3) of
the outstanding shares of the corporation which are entitled to vote for
directors. No such loans or guarantees shall be secured by the shares of this
corporation.
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ARTICLE XIII
MISCELLANEOUS
Section 1. CORPORATE SEAL. The Board of Directors shall provide a
corporate seal which shall be circular in form and shall have inscribed
thereon the name of the corporation, the state of incorporation, and the words
"Corporate Seal".
Section 2. FISCAL YEAR. The fiscal year of the corporation shall be
as established by the Board of Directors.
Section 3. AMENDMENTS. Subject to repeal or change by action of the
shareholders, the Board of Directors shall have the power to alter, amend, or
repeal the by-laws of the corporation and to make and adopt new by-laws at any
regular meeting of the Board or at any special meeting called for that
purpose.
Section 4. DIVIDENDS. The Board of Directors may, from time to time,
declare, and the corporation may pay, dividends on its outstanding shares in
the manner and upon the terms and conditions provided by law and its Articles
of Incorporation.
ADOPTED BY THE BOARD OF DIRECTORS this ____ day of March, 1999.
DIRECTOR:
_____________________________________________
William J. Potter
