By Laws [X] Ocean Power Corporation
Page 1
BY-LAWS
FOR
OCEAN POWER CORPORATION
ARTICLE 1
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OFFICES-BOOKS AND RECORDS
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Section 1.1 Offices. The Board of Directors shall fix the location of
the principal executive office of the corporation at any place within or without
the State of Delaware where the corporation is qualified to do business.
Section 1.2 Books and Records. The Corporation shall keep at its
principal executive office the following books and records and, any shareholder
of record for at least six months immediately preceding their demand, or who
shall be the holder of record of at least 5% of the total issued and outstanding
shares of the corporation, upon written demand stating the purpose thereof,
shall have the right to examine, in person, or by agent or attorney, at any
reasonable time or times, for any proper purpose, the same and to make extracts
therefrom:
(a) Its book and records of account.
(b) Its minutes of meetings of the Board of Directors and any
committees thereof.
(c) Its minutes of meetings of the shareholders
(d) Its record of shareholders which shall give their names and
addresses and the number and class of the shares held by each.
(e) Copies of its Articles of Incorporation and By-Laws as originally
executed and adopted together with all subsequent amendments
thereto.
Section 1.3 Financial Statements. Upon the written request of any
shareholder of the corporation, the corporation shall mail to such shareholder
its most recent annual or quarterly financial statements showing in reasonable
detail its assets and liabilities and the results if its operation unless the
shareholder has already received the same. Neither the corporation nor any
director, officer, employee, or agent of the corporation shall be liable to the
shareholder or anyone to whom the shareholder discloses the financial statements
or any information contained therein for any error or omission therein whether
caused without fault, by negligence or by gross negligence, unless (1) the error
or omission is material, (2) the director, officer, employee or agent in
<PAGE>
question knew of the error or omission and intended for the shareholder or other
person to rely thereon to this detriment, (3) the shareholder or other persons
did reasonably rely thereon, and, in addition, (4) they are otherwise liable
under applicable law.
ARTICLE II
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BY-LAWS
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Section 2.1 Amendments. These By-Laws may be altered, amended or
repealed and new By-Laws adopted by the majority approval of the shareholders or
the Board of Directors. Any such action shall be subjected to repeal or change
by action of the shareholders, but the alteration. amendment, repeal, change or
new By-Law (and the repeal of the old By-Law) shall be valid and effective and
no director, officer, shareholder, employee or agent of the corporation shall
incur any liability by reason of any action taken or omitted in reliance on the
same. The power of the shareholders to repeal or change any alteration,
amendment, repeal or new By-Law shall not extend to any original By-Law of the
corporation so long as it is not altered, amended or repealed, but only to
action by the Board thereafter. There shall be no time limit on its exercise.
Section 2.2 By-Law Provisions Additional and Supplemental to Provisions
of Law. All restrictions, limitations, requirements and other provisions if
these By-Laws shall be construed, insofar as possible, as supplemental and
additional to all provisions of law applicable to the subject matter thereof and
shall be fully complied with in addition to the said provisions of law unless
such compliance shall be illegal.
Section 2.3 By-Law Provisions Contrary to or Inconsistent with
Provisions of Law. Any article, section, subsection, subdivision, sentence,
clause or phase of these By-Laws which upon being construed in the manner
provided in Section 2.2 hereof, shall be contrary to or inconsistent with any
applicable provision of law , shall not apply so long as said provisions of law
shall remain in effect, but such result shall not affect the validity or
applicability of any other portions of these By-Laws, it being hereby declared
that these By-Laws would have been adopted and each article, section,
subsection, subdivision, sentence, clauses or phrase thereof, irrespective of
the fact that any or more articles, sections subdivisions, sentences, clauses or
phrases is or are illegal.
ARTICLE III
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MEETINGS OF SHAREHOLDERS
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Section 3.1 Place of Meetings. All meetings of the shareholder, annual
or special, however called, shall be held at the registered office of the
corporation unless the Board of Directors designates another place. The Board of
Directors may designate any place for any meeting, either within or without the
State of Delaware.
<PAGE>
Section 3.2 Annual Meeting. An annual meeting of the shareholders shall
be held on the second Monday in the month of April (unless that day is a legal
holiday, and then on the next succeeding day, that is not a legal holiday) at
10:00 a.m., the local time of the place of the meeting in effect on the day of
the meeting.
The Board of Directors may postpone the time of holding the annual
meeting of shareholders for such period not exceeding ninety (90) days, as they
may deem advisable. Failure to hold the annual meeting at the designated time
shall not work a dissolution of the Corporation nor impair the powers, rights
and duties of the Corporation's Officers and Directors. At annual meetings, the
shareholders shall elect Directors and transact such other business as may
properly be brought before the meeting. If the election of Directors shall not
be held on the day designated herein for any annual meeting of the shareholders
or at any adjournment thereof, the Board of Directors shall cause the election
to be held at a special meeting of the shareholders as soon thereafter as is
convenient.
Section 3.3 Special Meeting. Special meetings of the shareholders may
be called by the Chairman of the Board, the President, the Board of Directors or
the holders of not less than one-tenth of all the shares entitled to vote at the
meeting.
Section 3.4 Notice of Shareholders' Meetings. Written or printed notice
stating the place, day and hour of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than ten (10), nor more than sixty (60) 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 persons calling such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States Mail addressed to the shareholder at his address as it appears on the
stock transfer books of the corporation with postage thereon prepaid.
Section 3.5 Waiver of Notice. Any shareholder may waive notice of any
meeting of shareholders, (however called or noticed, whether or not called or
noticed and whether before, during or after the meeting) by signing a written
waiver of notice or a consent to the holding of such meeting, or in approval of
the minutes thereof. Attendance at a meeting in person or by proxy, shall
constitute waiver of all defects of call or notice regardless of whether waiver,
consent or approval is signed or any objections are made. All such waivers,
consents, or approvals shall be made a part of the minutes of the meeting.
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Section 3.6 Fixing Record Date for Meeting. 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 the shareholders, which date
shall not be more than sixty (60) nor less than ten (10) days before the date of
such meeting, nor more than sixty (60) days prior to any other action. If no
record date is fixed, the record date fir determining shareholders entitled to
notice of or to vote at a meeting of the shareholders shall be at the close of
business on the next preceding the day on which notice is given, or, if notice
is waived, at the close of business on the day next preceding the day on which
the meeting is held. When a determination of shareholders entitled to vote at
any meeting of shareholders has been made under this section , such
determination shall apply to any adjournments thereof, provided, however, that
the Board of Directors may fix a new record date for the adjourned meeting.
Section 3.7 Voting List. The officer or agent having charge of the
stock transfer books for shares of a corporation shall make, at least ten (10)
days before each meeting of shareholders, a complete list of the shareholders
entitled to vote at 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 the meeting, shall be kept on
file at the registered office of the corporation and shall be subject to
inspection by any shareholder at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the whole time of
the meeting. The original stock transfer books shall be the only evidence as to
who are the shareholders entitled to examine such list or transfer books or to
vote at any meeting of shareholders. Failure to comply with the requirements of
this section shall not affect the validity of any action taken at such meeting.
Section 3.8 Quorum of Shareholders, Vote. A majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. If a quorum is present, the affirmative vote of
the majority if the shares represented at the meeting and entitled to vote on
the subject shall be the act of the shareholders, unless the vote of a greater
number or voting by classes is required by the General Corporation Law of the
State of Delaware or the Articles of Incorporation. Shares shall not be counted
to make up a quorum for a meeting if voting of them at the meeting had be
enjoined or for any reason they cannot be lawfully voted at the meeting. The
shareholders present at a duly called or held meeting at which a quorum is
present may continue to do business until adjournment notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.
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Section 3.9 Voting of Shares. Each outstanding share regardless of
class shall be entitled to one vote on each matter submitted to vote at a
meeting of shareholders, except to the extent that the voting rights of the
shares of any class or classes are limited or denied by the Articles of
Incorporation.
Neither treasury shares nor shared held by another corporation if a
majority of the shared entitled to vote for the election of Directors of such
other corporation is held by the corporation, shall be voted at any meeting or
counted in determining the total number of outstanding shares at any given time.
Section 3.10 Action Take Without Meeting. Any action which may be taken
at any annual or special meeting of shareholders may be taken without a meeting
and without prior notice, if one or more consents in writing, setting forth the
action so taken, shall be signed by the holders of outstanding shares having not
less than the minimum number of votes that would be necessary to authorize or
take the action at a meeting at which all shares entitled to vote thereon were
present and voted. Unless the written consent of all shareholders entitled to
vote on a specific proposal have been obtained, the corporation must give prompt
notice of any shareholder approval or action without a meeting. Notice must be
given to those shareholders entitled to vote who have not consented in writing
and to any other shareholders entitle to notice pursuant to the provisions of
the Act. Any shareholder given a written consent shall have the right to revoke
the consent by submitting a signed writing describing the action and stating
that the shareholder's prior to the effectiveness of the action. Any action
taken by written consent as provided herein shall have the same effect as action
taken at a duly convened meeting of shareholders and may be so described in any
document.
Section 3.11 Proxies. A shareholder may vote either in person or by
proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Except as otherwise limited therein, proxies shall entitle the
person named therein to vote at any meeting, or adjournment of such meeting but
shall not be valid after final adjournment of such meeting. Any shareholder
giving a written consent, or his proxy, or his transferee or personal
representative, or their respective proxies, may revoke the same prior to the
time that written consents of the number of shares required to authorize the
proposed action may have been filed with the Secretary of the corporation, but
may not do so thereafter.
<PAGE>
Section 3:12 Inspectors. The Board of Directors may, in advance of any
meeting of stockholders, appoint one or more inspectors to act at such meeting
or any adjournment thereof. If any of the inspectors so appointed shall fail to
appear or act, the chairman of the meeting may, or if inspectors shall not have
been appointed, the Chairman of the meeting shall, appoint one or more
inspectors. Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of inspector at
such meeting with strict impartiality and according to the best of his ability.
The inspectors shall determine the number of shares of capital stock of the
Corporation outstanding and the voting power of each, the number of shares
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to vote, count and
tabulate all votes, ballots or consents, determine the results and do such acts
as are proper to conduct the election or vote with fairness to all stockholders.
On request of the chairman of the meeting, the inspectors shall make a report in
writing of any challenge, request or matter determined by them and shall execute
a certificate of any fact found by them. No directors or candidate for the
office of directors shall act as an inspector of an election of directors.
Section 3.13 Elections of Directors. At each election for Directors
every shareholder entitled to vote at such election shall have the right to
vote, in person or by proxy, the number of shares owned by him for as many
persons as there are Directors to be elected and for whose election he has a
right to vote. The candidates receiving the highest number of votes up to the
number of Directors to be elected shall be declared elected. Elections for
Directors need not be by ballot except upon demand made by a shareholder at the
election and before the voting begins.
Section 3.14 Adjournments. Any shareholders' meeting, whether or not a
quorum is present, may be adjourned from time to time by the vote of a majority
of the shares, the holders of which are either present in person or represented
by proxy thereat, but, except as provided in Section 3.8 hereof, in the absence
of a quorum no other business may be transacted at such meeting. When a meeting
is adjourned for thirty (30) days or more, or if after the adjournment a new
record date is fixed for the adjourned meeting, notice of the adjourned meeting
shall be given as in the case of an original special meeting. Save as aforesaid,
it shall not be necessary to give any notice of the time and place of the
adjourned meeting or of the business to be transacted thereat other than by
announcement at the meeting at which such adjournment is taken.
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ARTICLE IV
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DIRECTORS
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Section 4.1 Exercise if Corporate Power. The business and affairs of
the corporation shall be managed by the Board of Directors.
Section 4.2 Qualifications. Directors need not to be residents of the
State of Delaware or shareholder of the Corporation. They need have no other
qualifications.
Section 4.3 Compensation. The Board of Directors shall have authority
to fix the compensation of Directors. Such compensation so fixed shall be
reported to the shareholders. Any compensation so fixed shall be for services as
a Director only, and a Director who serves the corporation in any other capacity
may receive a separate compensation therefor.
Section 4.4 Number. The total number of Directors of the corporation
shall be no less than one (1) and not more than seven (7). The number if
Directors may be increased or decreased at any time, except as otherwise
provided in the Articles of Incorporation, by the vote of the majority of the
shareholders entitled to vote at any regular meeting or any special meeting of
shareholders, notice of which has been given, and a statement to the effect that
such increase or decrease is to be undertaken is made in such notice.
Section 4.5 Term. The term of each Director shall begin immediately on
his election and shall continue until the date set under these By-Laws for the
next annual meeting of the shareholders. Each Director shall hold office for the
term for which he is elected and until his successor shall have been elected and
qualified.
Section 4.6 Elections. At each annual meeting the shareholders shall
elect Directors, provided that if for any reason said annual meeting or an
adjournment thereof is not held or the Directors are not elected thereat, then
the Directors may be elected at any special meeting of the shareholders called
and held for that purpose.
Section 4.7 Vacancies. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining Directors
though less than a quorum of the Board of Directors. A Director elected to fill
vacancy shall be elected for the unexpired term of his predecessor in office.
The shareholders may elect the successor at the next annual meeting of
shareholders or at any special meeting duly called for that purpose and held
prior to the next annual meeting. Any directorship to be filled by reason of
increase in the number of Directors may be filled by the Board of Directors for
a term of office continuing only until the next election of Directors by the
shareholder.
<PAGE>
Section 4.8 Removal. Any director may be removed for cause by action of
the Board of Directors. At a meeting if shareholders expressly called for that
purpose, one or more Directors may be removed, with or without cause, by a vote
of shareholders representing not less a majority of the voting power of the
issued and outstanding shares entitled to vote at an election of Directors.
Section 4.9 Indemnification. The corporation, through the Board of
Directors, shall have the power to indemnify any director, officer, employee or
agent of the corporation or any person serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise to the fullest extent permitted by the
General Corporation Law of the State of Delaware.
Section 4.10 Regular Meetings. The Board of Directors will meet each
year immediately following the annual meeting of the shareholders to appoint the
members of such committees of the Board of Directors as the Board may deem
necessary or advisable, to elect officers for the ensuing year and to transact
such other business as may properly come before the Board of Directors at such
meeting. No notice of such meeting will be necessary to the newly elected
Directors in order legally to constitute the meeting provided a quorum will be
present. Regular meetings may be held at such other times as shall be designated
by the Board of Directors without notice to the Directors.
Section 4.11 Special Meetings. Special Meetings of the Board of
Directors will be held whenever called by the Chairman of the Board, Chief
Executive Officer, chairman of the Executive Committee or by two or more
Directors. Notice of each meeting shall be given at least three (3) days prior
to the date of the meeting either personally or by telephone or telegraph to
each Director, and will state the purpose, place, day and hour of the meeting.
Waiver by a Director in writing of notice of a Directors meeting, signed by the
Director, whether before or after the time of said meeting, shall be equivalent
to the giving of such notice. Attendance by a Director, whether in person or by
proxy, at a Directors' meeting shall constitute a waiver of notice of such
meeting of which the Director had no notice.
Section 4.12 Quorum. A majority of the number of Directors holding
office shall constitute a quorum for the transaction of business at any meeting
of the Board of Directors, but if less than such majority is present at a
meeting, a majority of the Directors present may adjourn the meeting from time
to time without further notice.
<PAGE>
Section 4:13 Telephone Meetings. Subject to the provisions of
applicable law and these By Laws regarding notice of meetings, the Directors may
participate in and hold a meeting using conference telephone or similar
communications equipment by means of which all persons participating in a
meeting can hear each other, and participation in a meeting pursuant to this
Section shall constitute presence in person at such meeting. A Director so
attending will be deemed present at the meeting for all purposes including the
determination of whether a quorum is present except when a person participates
in the meeting for the express purpose of objecting to the transaction of any
business on the ground the meeting was not lawfully called or convened.
Section 4.14 Manner of Acting. 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.
Section 4.15 Action by Directors Without a Meeting. Any action required
that may be taken at any regular or special meeting of the Board of Directors
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Directors, or all of the members of the
committee, as the case may be. Such consent shall have the same effect as a
unanimous vote.
Section 4:16 Attendance Fees. Directors will not receive any stated
salary, as such, for their services, but by resolution of the Board of Directors
a fixed sum and expenses of attendance may be allowed for attendance at each
regular or special meeting of the Board; however, this provision will not
preclude any Director from serving the Corporation in any other capacity and
receiving compensation therefor.
Section 4.17 Committees. The Board of Directors by resolution adopted
by the majority of the number of Directors fixed by the By-Laws may designate a
committee or committees consisting of one (1) or more Directors, which committee
of committees, to the extent provided in such resolution, shall have and may
exercise all the authority therein provided; but the designation of such
committee or committees and the delegation thereto of authority shall not
operate to relieve the Board of Directors, or any member thereof, of any
responsibility imposed upon it or him by Law.
ARTICLE V
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OFFICERS
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Section 5.1 Election and Qualifications. The officers of this
corporation shall consist of a President, one or more Vice Presidents, a
Secretary and a Treasurer, each of whom shall be elected by the Board of
<PAGE>
Directors at the meeting of the Board of Directors next following the annual
meeting of the shareholders (or at any meeting if an office is vacant) and such
other officers, including a Chairman of the Board of Directors, and assistant
officers and agents, as the Board of Directors shall deem necessary, who shall
be elected and shall hold their offices for such terms as the Board of Directors
shall may prescribe. Any two or more offices may be held by the same person
except those of President and Secretary. Any Vice President, Assistant
Treasurer, or the Secretary, respectively, as directed by the Board of Directors
and shall perform such other duties as are imposed upon him by the By- Laws or
the Board of Directors.
Section 5.2 Term of Office and Compensation. The term of office and
salary of each of officer and the manner and time of the payment of such
salaries shall be fixed and determined by the Board of Directors and may be
altered by said Board from time to time at its pleasure.
Section 5.3 Removal and Vacancies. Any officer or agent of the
corporation may be removed by the Board of Directors at any meeting whenever in
its judgement the best interests of the corporation will be served thereby, but
such removal shall be without prejudice to the contract rights, if any, of the
person so removed. Election or appointment of an officer or agent shall not of
itself create contract rights. If any vacancy occurs in any office of the
corporation, the Board of Directors may elect a successor to fill such vacancy
for the remainder of the unexpired term and until his successor is fully chosen
and qualified.
ARTICLE VI
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CHAIRMAN OF THE BOARD
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Section 6.1 Powers and Duties. The Chairman of the Board of Directors,
if there be one, shall have the power to preside at all meetings of the Board of
Directors and shall have such powers and shall be subject to such other duties
as the Board of Directors may from time to time prescribe.
ARTICLE VII
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PRESIDENT
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Section 7.1 Powers and Duties. The powers and duties of the
President are:
(a) To act as the chief executive officer of the corporation and,
subject to the control of the Board of Directors, to have general
supervision, direction and control of the business and affairs of
the corporation.
(b) To preside at all meetings of the shareholders and, in the
absence of the Chairman of the Board, or if there be none, at all
meetings of the Board of Directors.
<PAGE>
(c) To call meetings of the shareholders and also of the Board of
Directors to be held at such times and subject to the limitations
prescribed by law or by these By-Laws, at such places as he shall
deem proper.
(d) To affix the signature of the corporation to all deeds,
conveyances, mortgages, leases, obligations, bonds, certificates
and other papers and instruments in writing which have been
authorized by the Board of Directors or which, in the judgement
of the President, should be executed on behalf of the corporation
and do not require such authorization, to sign certificates for
shares of stock of the corporation and, subject to the direction
if the Board of Directors, to have general charge of the property
of the corporation and to supervise and control all officers,
agents and employees of the corporation.
(e) The President may appoint or employ and discharge employees
and agents of the Corporation and fix their compensation.
Section 7.2 President pro tem. If neither the Chairman of the Board,
the President, nor the Vice President is present at the time of the meeting of
the Board of Directors, a President Pro Tem may be chosen to preside and act at
such meeting. If neither the President nor the Vice President is present at any
meetings of the shareholders, a President Pro Tem may be chosen to preside at
such meeting.
Section 7.3 Succession.. In case of the absence, disability or death of
the President, the Chairman of the Board of Directors shall exercise all his/her
powers and perform all his/her duties, until such a time as a President is
elected by the Board of Directors.
ARTICLE VIII
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VICE-PRESIDENT
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Section 8.1 Powers and Duties. Each Vice President will perform the
duties prescribed or delegated by the President or by the Board of Directors.
<PAGE>
ARTICLE IX
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SECRETARY
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Section 9.1 Power and Duties. The power and duties of the Secretary
are:
(a) To keep a book of minutes at the principal office of the
corporation or other place as the Board of Directors may order,
or all meetings of its Directors and shareholders with the time
and place of holding, whether regular or special, and, if
special, how authorized, the notice thereof given, the names of
those present at Directors meetings, the number of shares present
or represented at shareholders meeting and the proceedings
thereof.
(b) To keep the seal of the corporation and to affix the same to
all instruments which may require it.
(c) To keep or cause to be kept at the principal office of the
corporation, or at the office of the transfer agent or agents, a
share register, or duplicate share registers, showing the names
of the shareholders and their addresses, the number and classes
of shares held by each, the number and date of certificates
issued for shares, and the number and date of cancellation of
every certificate surrendered for cancellation.
(d) To keep or cause to be kept at the registered office of the
corporation the books and records required by Sections 1.3(b),
(c), (d) and (e) above.
(e) To oversee the supply of certificates for shares of the
corporation, to fill in all certificates issued, and to make
proper record of each such issuance; provided, that so long as
the corporation shall have one or more duly appointed and acting
transfer agents of the shares, or any class or series of shares,
of the corporation, such duties with respect to such shares shall
be performed by such transfer agent or transfer agents.
(f) To transfer upon the share books of the corporation any and
all shares of the corporation; provided, that so long as the
corporation shall have one or more duly appointed and acting
transfer agents of the shares, or any class or series of shares,
of the corporation, such duties with respect to such shares shall
be performed by such transfer agent or transfer agents, and he
<PAGE>
method of transfer of each certificate shall be subject to the
reasonable regulations of the transfer agent to which the
certificate is presented for transfer, and also if the
corporation then has one or more duly appointed and acting
registrars, to the reasonable regulations of the registrar to
which the new certificate is presented to registration; and
provided, further, that no certificate for shares of stock shall
be issued or delivered or, if issued or delivered, shall have any
validity whatsoever until and unless it has been signed or
authenticated in the manner provided in Section 11.5 hereof.
(g) To make service and publication of all notice that may be
necessary or proper, and without command or direction from
anyone. In case of the absence, disability, refusal or neglect of
the Secretary to make service or publication of any notices, then
such notices may be served and/or published by the President or a
Vice President, or by any person thereunto authorized by either
of them or by the Board of Directors or by the holders of a
majority of the outstanding shares of the corporation.
(h) To prepare the voting lists required by Section 3.7
above.
(i) Generally to do and perform all such duties as pertain to his
office and as may be required by the Board of Directors.
ARTICLE X
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TREASURER
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Section 10.1 Powers and Duties.The powers and duties of the Treasurer
are:
(a) To supervise and control the keeping and maintaining of
adequate and correct accounts of the corporation's properties and
business transaction, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital,
surplus and shares. Any surplus, including earned surplus,
paid-in surplus and surplus arising from a reduction of stated
capital, shall be classified according to source and shown in a
separate account. The books of account shall at all reasonable
times be open to inspection by any Director and by any
shareholder as provided in Section 1.3 above.
(b) To keep or cause to be kept at a registered office of the
corporation the books and records required by Section 1.3(a)
above.
(c) To have the custody of all funds, securities, evidences of
indebtedness and other valuable documents of the corporation and
at his discretion, to cause any or all thereof to be deposited
for the account of the corporation with such depository as may be
designated from time to time by the Board of Directors.
<PAGE>
(d) To receive or cause to be received, and to give or cause to
be given, receipts, and acquittance for monies paid in for the
account of the corporation.
(e) To disburse, or cause to disbursed, all funds of the
corporation as may be directed by the Board of Directors, taking
proper vouchers for such disbursements.
(f) To render to the President and to the Board of Directors,
whenever they may require, accounts of all transactions as
Treasurer of the financial condition of the corporation.
(g) Generally to do and perform all such duties as pertain to his
office and as may be required by the Board of Directors.
ARTICLE XI
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SUNDRY PROVISIONS
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Section 11.1 Instruments in Writing. All checks, drafts, demands for
money and notes of the corporation, and all written contracts of the
corporation, shall be signed by such officer or officers, agent or agents, as
the Board of Directors may from time to time by resolution designate. No
officer, agent, or employee of the corporation shall have power to bind the
corporation by contract or otherwise unless authorized to do so by these By-Laws
or by the Board of Directors.
Section 11.2 Fiscal Year. The fiscal year of this corporation shall
be January 1, through December 31. -----------
Section 11.3 Shares Held by the Corporation. Shares in other
corporations standing in the name of this corporation may be voted or
represented and all rights incident thereto may be exercised on behalf of this
corporation by any officer of this corporation authorized so to do by resolution
of the Board of Directors. The corporation may purchase its own shares of
capital stock.
Section 11.4 Dividends. The Board of Directors may from time to time
declare, and the corporation may pay, dividends on it outstanding shares of
capital stock in the manner and upon the terms and conditions provided by law.
<PAGE>
Section 11.5 Certificates of Stock. There shall be issued to each
holder of fully paid shares of the capital stock of the corporation a
certificate or certificates for such shares. Every such certificate shall be
either (a) signed by the President or a Vice President and the Secretary or
Assistant Secretary of the corporation and countersigned by a transfer agent of
the corporation (if the corporation shall then have a transfer agent) and
registered by the registrar of the shares of capital stock of the corporation
(if the corporation shall then have a registrar); or (b) authenticated by
facsimile of the signature of the President and Secretary of the corporation or
by facsimile of the signature of the President and the written signature of the
Secretary or an Assistant Secretary and countersigned by a transfer agent of the
corporation and registrar of the shares of the capital stock of the corporation.
Section 11.6 Lost Certificates. Where the owner of any certificate for
shares of the capital stock of the corporation claims that the certificate has
been lost, destroyed or wrongfully taken, a new certificate shall be issued in
place of the original certificate if the owner (a) so requests before the
corporation has notice that the original certificate has been acquired by a bona
fide purchaser, and (b) files with the corporation an indemnity bond in such
form and in such amount as shall be approved by the President or a Vice
President of the corporation, and (c) satisfies any other reasonable
requirements imposed by the corporation. The Board of Directors may adopt such
other provisions and restrictions with reference to lost certificates, not
inconsistent with applicable laws, as it shall in it discretion deem
appropriate.
Adopted this _________ day of ______________________, 1999.
/s/Joseph P. Maceda
-------------------
JOSEPH P. MACEDA, PRESIDENT
ATTEST:
/s/J. Michael Hopper
-----------------
J. MICHAEL HOPPER, SECRETARY
<PAGE>
CERTIFICATE OF SECRETARY
------------------------
KNOW ALL MEN BY THESE PRESENTS: That the undersigned does hereby
certify that the undersigned is the Secretary of the aforesaid corporation, duly
organized and existing under and by virtue of the laws of the State of Delaware;
that the above and foregoing By-Laws of said corporation were duly and regularly
adopted as such by the Board of Directors of said corporation by unanimous
consent.
DATED this ___________ day of ________________________, 1999.
/s/J. Michael Hopper
--------------------
J. Michael Hopper, Secretary
