BYLAWS
OF
THE WITCH HAZEL COMPANY
A VERMONT CORPORATION
ARTICLE 1: OFFICES
1. PRINCIPAL OFFICE. The location of the corporation's principal
executive office shall be as designated at the end of this paragraph. The board
of directors may change the location of the principal executive office to any
place within or outside the State of Vermont.
The principal executive office is located at:
RR2 Box 57D, Norwich, Vermont 05055
2. OTHER OFFICES. Branch or subordinate offices may be established at
any time and at any place by the board of directors.
ARTICLE 2: SHAREHOLDERS
1. PLACE OF MEETINGS. Meetings of shareholders shall be held at any
place within or outside the State of Vermont designated by the board of
directors and stated in the notice of the meeting. If no place is so specified,
shareholders' meetings shall be held at the corporation's principal executive
office.
2. ANNUAL MEETING. Annual meetings of the shareholders shall be held on
the date and time specified below. However, if this date falls on a weekend or
legal holiday, then the meeting shall be held at the same time and place on the
next succeeding full business day. At this meeting, directors shall be elected
by a plurality, and any other proper business within the power of the
shareholders may be transacted.
Date: September 10
Time: 10:00 a.m.
3. SPECIAL MEETINGS; HOW CALLED. A special meeting of the shareholders
may be called at any time, for any purpose permitted by the Vermont Corporations
Law, by any of the following: The board of directors, the chairman of the board,
the president, any vice president, or one or more shareholders holding shares
that in the aggregate are entitled to cast no less than 10 percent of the votes
at that meeting. For special meetings called by anyone other than the board of
writing to the chairman of the board, the president, vice president, or
secretary, specifying a time and date for the proposed meeting (which is not
less than 35 nor more than 60 days after receipt of the request) and the general
nature of the business to be transacted. Within 20 days after receipt' the
officer receiving the request shall cause notice to be given to the shareholders
-entitled to vote at the meeting. The notice shall state that a meeting will be
held at the time requested by the person(s) calling the meeting, and shall state
the general nature of the business proposed to be transacted. If notice is not
given within 20 days after receipt of the request, the person or persons
requesting the meeting may give the notice. Nothing in this paragraph shall
limit, FIX, or affect the time or notice requirements for shareholder meetings
called by the board of directors.
4. NOTICE OF MEETINGS; TIME AND CONTENTS. Notice of meetings of
shareholders shall be sent or otherwise given to each shareholder entitled to
vote not less than 10 nor more than 60 days before the meeting date. The notice
shall specify the place, date, and hour of the meeting. It shall also state (a)
for special meetings, the general nature of the proposed business (and no other
business my be transacted at the meeting), or (b) for annual meetings, those
matters which the board of directors at the time of giving the notice intends to
present for action by the shareholders. If directors are to be elected, the
notice shall include the names of all nominees and persons whom the board
intends to present for election, as of the date of the notice. The notice shall
also state the general nature of any proposed action at the meeting to approve:
(a) A transaction in which a director has a financial interest;
(b) An amendment of the Articles of Incorporation;
(c) A reorganization;
(d) A voluntary dissolution of the corporation; or
(e) A distribution in dissolution that requires approval of the outstanding
shares.
The manner of giving notice and the determination of shareholders entitled
to receive notice shall be in accordance with these bylaws.
5. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any
shareholders' meeting shall be given either (a) personally, or (b) by
first-class mail or by telegraphic or other written communication, charges
prepaid, addressed to the shareholder at the address appearing on the
corporation's books or supplied by the shareholder for purposes of notice. If
the corporation has no such address for a shareholder, notice shall be either
(a) sent by first- class mail addressed to the shareholder at the corporation's
principal executive office, or (b) published at least once in a newspaper of
general circulation in the county where the corporation's principal executive
office is located. Notice is deemed to have been given at the time it was
delivered personally, deposited in the mail, or sent by other means of written
communication.
If any notice or report mailed to a shareholder at the shareholder's
address (as specified in the preceding paragraph) is returned marked "unable to
deliver" at that address, subsequent notices or reports shall be deemed to have
been duly given without further mailing if the corporation holds the document
available for the shareholder on written demand at its principal executive
office for one year from the date on which the notice or report was sent to the
other shareholders.
An affidavit, certificate, or declaration of mailing (or other authorized
means of delivery) of any notice of shareholders' meeting, report, or other
document sent to shareholders shall be executed by the corporate secretary,
assistant secretary, or transfer agent, and filed in the corporation's minute
book.
6. ADJOURNED MEETINGS; NOTICE. Shareholders' meetings (either annual
or special) may be adjourned from time to time by a vote of the majority of the
shareholders represented at that meeting in person or by proxy, whether or not a
quorum is present; however, in the absence of a quorum, no other business may be
transacted, except as specifically authorized in these bylaws.
If a meeting is adjourned to another time or place, new notice is not
required if the new time and place were announced at the original meeting,
unless (a) the board sets a new record date for this purpose, or (b) the
adjournment is for more than 45 days from the original meeting date, in which
case the board must set a new record date. If a new record date is set, new
notice shall be given to the shareholders of record as of that date, in the same
manner as other notices of meetings. At an adjourned meeting, the corporation
may transact any business that would be proper at the original meeting.
7. WAIVER OF NOTICE OR CONSENT BY ABSENTEES. The transactions of any
shareholders' meeting, either annual or special, however called and noticed and
wherever held, shall be as valid as though they were had at a meeting duly held
after regular call and notice, if a quorum is present either in person or by
proxy, and if each person entitled to vote but not present at the meeting signs
a written waiver of notice, a consent to holding the meeting, or an approval of
the minutes. Shareholders' signatures may be obtained either before or after
the meeting. The waiver of notice or consent need not specify either the
intended business or the purpose of the meeting, except where required by law,
the general nature of the action or proposed action must be stated in the waiver
of notice or consent. All written waivers, consents, and approvals shall be
filed with the corporate records or made a part of the minutes of the meeting.
Notice is also waived by a shareholder's attendance at the meeting, unless the
shareholder at the beginning of the meeting objects to the transaction of any
business on the ground that the meeting was not lawfully called or convened.
Attendance and failure to object to the validity of the meeting, however, does
not constitute a waiver of any right to object expressly, at a meeting, to
consideration of matters required by law to be included in the notice of the
meeting which were not so included.
8. ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action that could
be taken at an annual or special meeting of shareholders, except for the
election of directors (see following paragraph), may be taken without a meeting
and without prior notice, if a consent in writing, setting forth the action so
taken, is signed by the holders of outstanding shares having at least the
minimum number of votes necessary to authorize or take that action at a meeting
at which all shares entitled to vote on that action were present and voting.
Directors may be elected without a meeting only by the unanimous written
consent of all shares entitled to vote for the election of directors, except
that vacancies the board is entitled to fill (vacancies-other than those caused
by removal of a director) may be filled by the written -consent of a majority of
the outstanding shares entitled to vote.
All written consents shall be filed with the secretary of the corporation
and maintained in the corporate records. Anyone who has given a written consent
may revoke it by a writing received by the secretary of the corporation before
written consents of the number of shares required to authorize the proposed
action have been filed with the secretary.
Unless the consents of all shareholders entitled to vote have been
solicited in writing, the secretary shall give prompt notice of any corporate
action approved by the shareholders without a meeting by less than unanimous
consent, to those shareholders entitled to vote who have not consented in
writing. As to approvals required by the Vermont Corporations Code, notice of
the approval shall be given at least ten days before the consummation of any
action authorized by the approval. Notice shall be given in the manner
specified in these bylaws for notice of shareholders' meetings.
9. RECORD DATE FOR SHAREHOLDER NOTICE AND VOTING.
(a) For purposes of determining the shareholders entitled to receive
notice of and vote at a shareholders meeting or give written consent to
corporate action without a meeting, the board may fix in advance a record date
that is not more than 60 days nor less than 10 days before the date of any such
meeting, or not more than 60 days before any such action without a meeting.
(b) If no record date has been fixed:
(i) The record date for determining shareholders entitled to
receive notice of and vote at a shareholders' meeting shall be the business day
next preceding the day on which notice is given, or if notice is waived as
provided in these bylaws, the business day next preceding the day on which the
meeting is held;
(ii) The record date for determining shareholders entitled to
give written consent to corporate action without a meeting shall be the day on
which the action to be approved was taken by the board, or, if the board has not
yet acted, the day on which the first written consent is given; and
(ii) The record date for any other purpose shall be as set forth in
the section of these bylaws regarding record date for purposes other than notice
and voting.
(c) A determination of shareholders of record entitled to receive
notice of and vote at a shareholders' meeting shall apply to any adjournment of
the meeting unless the board fixes a new record date for the adjourned meeting.
However, the board shall fix a new record date if the adjournment is to a date
more than 45 days after the date set for the original meeting.
(d) Except as otherwise required by law, only shareholders of record
on the corporation's books at the close of business on the record date shall be
entitled to any of the notice and voting rights listed in subsection (a) of this
section, notwithstanding any transfer of shares on the corporation's books after
the record date.
10. QUORUM. The presence in person or by proxy of the holders of a
majority of the -.shares entitled to vote at any meeting of shareholders shall
constitute a quorum for the transaction of business. The shareholders present
at a duly called or held meeting at which a quorum was initially present may
continue to do business unfit adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum; however, any action taken
(other than adjournment) must be approved by at least a majority of the shares
required to constitute a quorum.
The shareholders present at a duly called or held meeting at which a quorum
was initially present may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum; however, any action taken (other than adjournment) must be approved by
at least a majority of the shares required to constitute a quorum.
This provision cannot be amended or repeated unless the corresponding provision
in the Articles of Incorporation is likewise amended or repealed.
11. VOTING. The corporation shall determine the shareholders entitled to vote
at any shareholders' meeting in accordance with bylaw provisions for record
date, subject to applicable provisions of the Vermont Corporations Code
(concerning the voting of shares held by a fiduciary, a corporation, or joint
owners). Except as otherwise provided by law or as otherwise _provided in the
Articles of Incorporation, each outstanding share shall be entitled to one vote
on each matter submitted to a vote of the shareholders.
The shareholders may vote by voice vote or by ballot, except that if any
shareholder so demands before the voting begins, any election for directors must
be by ballot. On any matter other than the election of directors, a shareholder
may vote part of his or her shares in favor of the proposal and refrain from
voting the remaining shares or vote them against the proposal. If a shareholder
does not specify the number of shares being voted, it will be conclusively
presumed that the shareholder's vote covers all shares which that shareholder is
entitled to vote.
If a quorum is present (or if a quorum had been present earlier at the
meeting but some -shareholders have withdrawn), the affirmative vote of a
majority of the shares represented and voting, provided such affirmative vote
also constitutes a majority of the number of shares required for a quorum, shall
be the act of the shareholders unless the vote of a greater number or voting by
classes is required by statute or by the Articles of Incorporation.
12. CUMULATIVE VOTING. Cumulative voting for the election of directors
is permitted if one or more shareholders present at the meeting give notice,
before the voting begins, of their intention to cumulate votes (i.e., cast for
any candidate a number of votes greater than the number of votes which that
shareholder would normally be entitled to cast). If any shareholder has given
such notice, and if the candidates' names have been placed in nomination, then
all shareholders entitled to vote may cumulate their votes, giving any nominated
candidate a number of votes equal to the number of directors to be elected
multiplied by the number of votes to which that shareholder's shares are
normally entitled, or distributing the cumulative number of votes among any or
all of the candidates. The elected directors shall be those candidates (up to
the number of directorships open for election) receiving the most votes.
13. PROXIES. Every person entitled to vote for directors or on any
other matter shall have the right to do so either in person or by one or more
agents authorized by a written proxy signed by the person and filed with the
secretary of the corporation. A proxy shall be deemed signed if the
shareholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission, or otherwise) by the shareholder or the
shareholder's attorney in fact.
A validly executed proxy that does not state that it is irrevocable shall
continue in full force and effect unless (a) it is revoked by the person who
executed the proxy, either by a writing delivered to the corporation before the
proxy has been voted, or by attendance at the meeting; or (b) the corporation
receives written notice of the shareholder's death or incapacity before the vote
pursuant to that proxy has been counted- provided, however, that no proxy shall
be valid after the expiration of I I months from the date of the proxy unless
the proxy itself provides otherwise.
Proxies stating on their face that they are irrevocable shall be governed by the
relevant sections of the Vermont Corporations Code.
14. VOTING TRUSTS. If any shareholders FILE a voting trust agreement
with the corporation, the corporation shall take notice of its terms and trustee
limitations.
15. - ELECTION INSPECTORS. Before any shareholders' meeting, the
board of directors may appoint any persons other than nominees for office to act
as election inspectors.
The number of inspectors shall be either I or 3. If any inspector fails to
appear or fails or refuses to act, the chairman of the meeting may appoint a
person to FILL that vacancy. These inspectors shall (a) determine the number of
shares outstanding and the voting power of each, the shares represented at the
meeting, the existence of a quorum, and the authenticity, validity, and effect
of proxies; (b) receive votes, ballots, or consents; (c) hear and determine all
challenges and questions in any way arising in connection with the right to
vote; (d) count and tabulate all votes or consents; (e) determine when the polls
shall close; (f) determine the result; and (g) do any other acts that may be
proper to conduct the election or vote with fairness to all shareholders.
ARTICLE 3: DIRECTORS
1. POWERS. Subject to the provisions of the Vermont Corporations Code
and any limitations in the Articles of Incorporation and these bylaws relating
to actions requiring approval by the shareholders or by the outstanding shares,
the business and affairs of the corporation shall be managed and all corporate
powers shall be exercised by or under the direction of the board of directors.
Without prejudice to these general powers, and subject to the same
limitations, the board of directors shall have the power to:
(a) Select and remove all officers, agents, and employees of the
corporation; prescribe any powers and duties for them that are consistent with
law, with the Articles of Incorporation, and with these bylaws; fix their
compensation; and require from them security for faithful service;
(b) Change the principal executive office or the principal business
office in the State of Vermont from onejocation to another; qualify the
corporation to do business in any other state, ,-territory, dependency, or
country; conduct business within or outside the State of Vermont; and designate
any place within or outside the State of Vermont for the holding of any
shareholders' meeting;
(c) Adopt, make and use a corporate sea]; prescribe the forms of
certificates of stock; and alter the form of the seal and certificates;
(d) Authorize the issuance of shares of corporate stock on any lawful
terms, in consideration of money paid, labor done, services actually rendered,
debts or securities canceled, or tangible or intangible property actually
received; and
(e) Borrow money and incur indebtedness on behalf of the corporation,
and cause to be executed and delivered for the corporation's purposes, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations, and other evidences of debt and securities.
2. NUMBER OF DIRECTORS.
See Ammendment
3. ELECTION AND TERM OF DIRECTORS. Directors shall be elected at each
annual shareholders' meeting, to hold office until the next annual meeting.
Election of directors by written consent without a meeting requires the
unanimous written consent of the outstanding shares entitled to vote. Each
director, including a director elected to fill a vacancy, shall hold office
until the expiration of the term for which elected and until a successor has
been elected and qualified.
No reduction of the authorized number of directors shall have the effect of
removing any director before his or her term of office expires.
4. VACANCIES. A vacancy in the board of directors shall be deemed to
exist (a) if a director dies, resigns, or is removed by the shareholders or an
appropriate court, as provided in the relevant sections of the Vermont
Corporations Code; (b) if the board of directors declares vacant the office of a
director who has been convicted of a felony or declared of unsound mind by an
order of court; (c) if the authorized number of directors is increased; or (d)
if at a shareholders' meeting the shareholders fail to elect the full authorized
number of directors. Vacancies (except for those caused by a director's
removal) may be filled by approval of the board, or, if the number of directors
then in office Is less than a quorum, by (1) the unanimous written consent of
the directors then in office, (2) the affirmative vote of a majority of the
directors then in office at a meeting held pursuant to notice or waivers of
notice complying with the Vermont Corporations Code, or (3) a sole remaining
director.
Vacancies on the board caused by the removal of a director (except for
vacancies created when the board declares the office of a director vacant as
provided in clause (b) of the first paragraph of this section) may be filled
only by the shareholders, either by majority vote of the shares represented --
and voting at a meeting at which a quorum is present, or by the unanimous
-written consent of all shares entitled to vote.
Any director may resign effective on giving written notice to the chairman
of the board, the president, the secretary, or the board of directors, unless
the notice specifies a later effective date. If the resignation is effective at
a future time, the board of directors may elect a successor to take office when
the resignation becomes effective.
The shareholders may elect a director at any time to fill a vacancy not
filled by the board of directors.
The term of office of a director elected to fill a vacancy shall run until
the next annual shareholders' meeting, and the director shall hold office until
a successor is elected and qualified.
5. PLACE OF MEETINGS. Regular meetings of the board of directors may
be held at any place within or outside the State of Vermont as designated from
time to time by the board. In the absence of a - designation, regular meetings
shall be held at the principal executive office -of the corporation. Special
meetings of the board may be held at any place within or outside the State of
Vermont designated in the notice of the meeting, or if the notice does not state
a place, at the principal executive office of the corporation. Any meeting,
regular or special, may be held by conference telephone or similar communication
equipment, provided that all directors participating can hear one another.
6. ANNUAL DIRECTORS' MEETING. Immediately after each annual
shareholders' meeting, the board of directors shall hold a regular meeting at
the same place or at any other place designated by the board, to elect officers
and transact other necessary business as desired. Notice of this meeting shall
not be required unless some place other than the place of the annual
shareholders' meeting has been designated.
7. OTHER REGULAR MEETINGS. Other regular meetings of the board of
directors shall be held without call at times to be fixed by the board of
directors from time to time. Such regular meetings may be held without
notice.
8. SPECIAL MEETINGS. Special meetings of the board of directors may be
called for any purpose or purposes at any time by the chairman of the board, the
president, any vice president, the secretary, or any two directors.
Special meetings shall be held on 4 days' notice by mail or 48 hours'
notice delivered personally or by telephone or telegraph. Oral notice given
personally or by telephone may be transmitted either to the director or to a
person at the director's office who can reasonably be expected to communicate it
promptly to the director. Written notice, if used, shall be addressed to each
director at his or her address shown on the corporate records. The notice need
not specify the purpose of the meeting, nor need it specify the place if the
meeting is to be held at the principal executive office of the corporation.
9. WAIVER OF NOTICE. Notice of a meeting, if otherwise required, need
not be given to any director who (a) either before or after the meeting signs a
waiver of notice or a consent to holding the meeting without being given notice,
(b) signs an approval of the minutes of the meeting, or (c) attends the meeting
without protesting the lack of notice before or at the beginning of the meeting.
Waivers of notice or consents need not specify the purpose of the meeting. All
such waivers, consents, and approvals of the minutes, if written, shall be filed
with the corporate records or made a part of the minutes of the meeting.
10. QUORUM. A majority of the authorized number of directors shall
constitute a quorum for the transaction of business, except for adjournment.
Except as otherwise required by the Vermont Corporations Code, every act
done or decision made by a majority of the directors present at a meeting duly
held at which a quorum is present shall be deemed the act of the board of
directors, unless a different requirement is imposed by the Articles of
Incorporation.
A meeting at which a quorum was initially present may continue to transact
business despite the withdrawal of directors, if the action taken is approved by
at least a majority of the quorum required for that meeting.
I 1. ADJOURNMENT TO ANOTHER TIME OR PLACE. Whether or not a quorum is
present, a majority of the directors present may adjourn any meeting to another
time and place.
12. NOTICE OF ADJOURNED MEETING. Notice of the time and place of
resuming an adjourned meeting need not be given if the adjournment is for 24
hours or less. If the adjournment is for more than 24 hours, notice of the new
time and place shall be given, before the time set for resuming the meeting,
to any directors who were not present at the time of adjournment, but need not
be given to directors who were present at the time of adjournment.
13. ACTION WITHOUT A MEETING BY WRITTEN CONSENT. Any action required or
permitted to be taken by the board of directors may be taken without a meeting,
if all members of the board individually or collectively consent in writing to
that action. Any action by written consent shall have the same effect as a
unanimous vote of the board of directors. All such written consents shall be
filed with the minutes of the proceedings of the board of directors.
14. COMPENSATION OF DIRECTORS. Directors and members of committees of
the board may be compensated for their services, and shall be reimbursed for
expenses, as fixed or determined by resolution of the board of directors. This
section shall not preclude any director from serving the corporation as an
officer, agent, employee, or in any other capacity, and receiving compensation
for those services.
15. REIMBURSEMENT OF NONDEDUCTIBLE COMPENSATION. If all or part of the
compensation, including expenses, paid by the corporation to a director,
officer, employee, or agent is finally determined not to be allowable to the
corporation as a federal or state income tax deduction, the director, officer,
employee, or agent to whom the payment was made shall repay to the corporation
the amount disallowed. The board of directors shall enforce repayment of each
such amount disallowed by the taxing authorities.
ARTICLE 4: COMMITTEES
1. EXECUTIVE AND OTHER COMMITTEES OF THE BOARD. The board of
directors, by resolution adopted by a majority of the authorized number of
directors, may create one or more committees with the authority of the board
("board committees" or "committees of the board"), including an executive
committee. Each board committee shall consist of two or more directors, and may
have one or more alternate members, also directors. Appointment of members and
alternate members requires the affirmative vote of a majority of the authorized
number of directors. Committees of the board, to the extent provided in the
board resolution establishing the committee, may be granted any or all of the
powers and authority of the board except for the following:
(a) Approving any action for which the Vermont Corporations Code also
requires the approval of the shareholders or of the outstanding shares;
(b) Filling vacancies on the board of directors or any committee of
the board;
(c) Fixing directors' compensation for serving on the board or a
committee of the board;
(d) Adopting, amending, or repealing bylaws;
(e) Amending or repealing any resolution of the board of directors
which by its express terms is not so amendable or repealable;
(f) Making distributions to shareholders, except at a rate or in a
periodic amount or within a price range determined by the board of directors; or
(g) Appointing other committees of the board or their members.
2. MEETINGS AND ACTIONS OF BOARD COMMITTEES. Meetings and actions of
committees of the board shall be governed by the bylaw provisions applicable to
meetings and actions of the board of directors as to place of meetings, regular
meetings, special meetings, waiver of notice, quorum, adjournment, notice of
adjournment, and action by written consent without a meeting, with such changes
in the context of those bylaws as are necessary to substitute the committee and
its members for the board of directors and its members, except that (a) the time
of regular committee meetings may be determined either by resolution of the
board of directors or by resolution of the committee; (b) special committee
meetings may also be called by resolution of the board of directors; (c) notice
of special committee meetings shall also be given to all alternate members; and
(d) alternate members shall have the right to attend all meetings of- ffie
committee. The board may adopt rules, not inconsistent with the bylaws, for
-the governance of committees of the board.
3. NON-BOARD COMMITTEES. One or more committees without the power and
authority of the board ("non-board" committees) may be created by board
resolution, for investigative and other appropriate purposes. Membership on
non-board committees is not limited to directors. To bind the corporation,
actions of non-board committees must be ratified by the board of directors.
ARTICLE 5: OFFICERS
1. OFFICERS; ELECTION. The corporation shall have a Chairman of the
Board or a President, or both, a Secretary, and a Chief Financial Officer.
There may also be other officers as specified in the bylaws or designated by the
board. Any number of offices may be held by the same person. The officers of
the corporation (except for subordinate officers appointed in accordance with
the provisions below) shall be elected annually by the board of directors. All
officers shall serve at the pleasure of the board.
2. PRESIDENT. Except to the extent that the bylaws or the board of
directors assign specific powers and duties to the chairman of the board, if
there be such an officer, the president shall serve as general manager and
president of the corporation and shall have general supervision, direction, and
control over the corporation's business and its officers, with all the general
powers and duties of management usually vested in a corporation's chief
executive officer or president.
The president shall preside at all shareholders' meetings, and shall
exercise and perform such other powers and duties as prescribed by the bylaws or
by the board of directors. The president shall also preside at board meetings
if there is no chairman of the board or if the chairman is absent.
3. SECRETARY AND ASSISTANT SECRETARIES. The secretary shall have the
following duties:
(a) MINUTES. The secretary shall be present at and take the minutes of
all meetings of the shareholders, the board of directors, and committees of the
board. If the secretary is unable to be present, the secretary or the presiding
officer of the meeting shall designate another person to take the minutes of the
meeting. The secretary shall keep, or cause to be kept, at the principal
executive office or such other place as designated by the board of directors, a
book of minutes of all meetings and actions of the shareholders, the board of
directors, and committees of the board. The minutes of each meeting shall state
the following: The time and place of the meeting; whether it was regular or
special; if special, how it was called or authorized; the notice given or
waivers or consents obtained-, the names of directors present at board or
committee meetings; the number of shares present or represented at shareholders'
meetings, and an accurate account of the proceedings. ,
(b) RECORD OF SHAREHOLDERS. The secretary shall keep or cause to be
kept, at the principal executive office or at the office of the transfer agent
or registrar, a record or duplicate record of shareholders. This record shall
show the names of all shareholders and their addresses, the number and classes
of shares held by each, the number and date of share -certificates issued to
each shareholder, and the number and date of cancellation of any certificates
surrendered for cancellation.
(c) NOTICE OF MEETINGS. The secretary shall give notice, or cause
notice to be given, of all shareholders' meetings, board meetings, and committee
meetings for which notice is required by statute or by the bylaws. If the
secretary or other person authorized by the secretary to give notice falls to
act, notice of any meeting may be given by any other officer of the corporation,
The secretary shall maintain records of the mailing or other delivery of notices
and documents to shareholders or directors, as prescribed by the bylaws or by
the board of directors.
(d) OTHER DUTIES. The secretary shall keep the seal of the
corporation, if any, in safe custody. The secretary shall have such other
powers and perform such other duties as prescribed by the bylaws or by the board
of directors.
(e) ASSISTANT SECRETARIES. In the absence or disability of the
secretary, the assistant secretary shall perform the duties and exercise the
powers of the secretary and shall perform such other duties as may be prescribed
by the Board of Directors, the president or the secretary.
4. CHIEF AND SUBORDINATE FINANCIAL OFFICERS. The chief financial
officer shall keep or cause to be kept adequate and correct books and records of
accounts of the properties and business transactions of the corporation,
including accounts of its assets, liabilities, receipts, disbursements, gains,
losses, capital, retained earnings, and shares. The books of account shall at
all reasonable times be open to inspection by any director.
The chief financial officer shall (1) deposit corporate funds and other
valuables in the corporation's name and to its credit with depositories
designated by the board; (2) disburse corporate funds as authorized by the
board; (3) whenever requested by the board or the presi 'dent, render -a
statement of the corporation's financial condition and an account of all
-transactions he or she has conducted as chief financial officer; and (4)
exercise such other powers and perform such other duties as prescribed by the
bylaws or by the board of directors.
The subordinate financial officers, which may be a treasurer, a controller and
one or more assistant treasurers and assistant controllers, shall perform such
duties and exercise such powers as shall be delegated to them by the board of
directors or the chief financial officer.
5. VICE PRESIDENTS. There may be one or more vice presidents, as
determined by the board. In the absence or disability of the president, the
president's duties and responsibilities shall be carried out by the
highest-ranking available vice president, or if there are two or more unranked
vice presidents, by a vice president designated by the board of directors, When
so acting, a vice president shall have all the powers of and be subject to all
the restrictions on the president. Vice presidents shall have such other powers
and perform such other duties as prescribed by the bylaws or assigned from time
to time by the board of directors or the president.
6. SUBORDINATE OFFICERS. The board of directors may appoint, and may
empower the president to appoint, subordinate officers as required by the
corporation's business, whose duties shall be as provided in the bylaws or as
determined from time to time by the board of directors or the president.
7. REMOVAL AND RESIGNATION OF OFFICERS. Any officer chosen by the
board of directors may be removed by the board at any time, with or without
cause or notice. Subordinate officers appointed by persons other than the board
may be removed at any time, with or without cause or notice, by the board or by
the person by whom appointed. A removed officer shall have no claim against the
corporation or individual officers or board members arising from such removal
(other than any rights he or she may have to monetary compensation or damages
under an employment contract).
Any officer may resign at any time by giving the corporation written
notice. Unless otherwise specified in the notice, resignations shall take
effect on the date the notice is received, and acceptance of the resignation is
not necessary to make it effective. An officer's resignation or its acceptance
by the corporation shall not prejudice any rights the corporation may have to
monetary damages under an employment contract.
8. VACANCIES IN OFFICES. Vacancies in offices resulting from an
officer's death, resignation, removal, disqualification, or any other cause
shall be FILLED by the board or by the if any, authorized by the bylaws or the
board to make an appointment to that office. person, 1
9. COMPENSATION. Salaries of officers and other shareholders employed
by the corporation shall be fixed from time to time by the board of directors
or established under employment agreements approved by the board of directors.
No officer shall be prevented from receiving this salary because he or she is
also a director of the corporation,
10. REIMBURSEMENT OF NONDEDUCTIBLE COMPENSATION. If all or part of the
compensation, including expenses, paid by the corporation to a director,
officer, employee, or agent is finally determined not to be allowable to the
corporation as a federal or state income tax deduction, the--director, officer,
employee, or agent to whom the payment was made shall repay to the corporation
the amount disallowed. The board of directors shall enforce repayment of each
such amount disallowed by the taxing authorities.
ARTICLE 6: INDEMNIFICATION
1. INDEMNIFICATION OF AGENT. (a) DEFINITIONS. For the purposes of this
section, "agent" means any person who is or was a director, officer, employee,
in-house counsel, or other agent of this corporation or its predecessor, and any
person who is or was serving as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust or other enterprise at
the request of this corporation or its predecessor; "proceeding" means any
threatened, pending, or completed action or proceeding, whether civil, criminal,
administrative, or investigative; and "expenses" include but are not limited to
attorneys' fees and any expenses of establishing a right to indemnification
under this section.
(b) LAWSUITS OTHER THAN BY THE CORPORATION. This corporation shall
have the power to indemnify any person who was or is a party, or is threatened
to be made a party to any proceeding (other than an action by or in the right of
this corporation to procure a judgment in its favor) by reason of the fact that
such person is or was an agent of this corporation, against expenses, judgments,
fines, settlements, and other amounts actually and reasonably incurred in
connection with such proceeding, if the agent acted in good faith and in a
manner the agent reasonably believed to be in the best interests of this
corporation. If there are criminal charges, the agent must have had no
reasonable cause to believe that his or her conduct was unlawful. The
termination of any proceeding by judgment, order, settlement, conviction, or
plea of nolo contenders or its equivalent shall not, of itself, create a
presumption that the agent did not act in good faith and in a manner that the
agent reasonably believed to be in the best interests of this corporation, or
that the agent had reasonable cause to believe that his or her conduct was
unlawful.
(c) LAWSUITS BY OR ON BEHALF OF THE CORPORATION. This corporation
shall -have the power to indemnify any person who was, is, or is threatened to
be made a party by reason of the fact that that person is or was an agent of
this corporation, to any threatened, pending, or completed legal action by or in
the right of this corporation to procure a judgment in its favor, against
expenses actually and reasonably incurred by the agent in connection with the
defense or settlement of that action, if the agent acted in good faith, in a
manner the agent believed to be in the best interests of this corporation and
its shareholders, and with such care, including reasonable inquiry, as an
ordinarily prudent person would use under similar circumstances. However, the
corporation shall not indemnify:
(1) Any amount paid with respect to a claim, issue, or matter for which
the agent has been adjudged liable to this corporation and its shareholders in
the performance of his or her duty, except for any expenses (exclusive of
judgment or settlement amount) specifically authorized by the court in which the
proceeding is or was pending, in accordance with statutory requirements;
(2) Any amount paid in settling or otherwise disposing of a threatened
or pending lawsuit, with or without court approval;
(3),Any expenses incurred in defending a threatened or pending action that
is -settled or otherwise disposed of without court approval.
(d) SUCCESSFUL DEFENSE BY AGENT. If the agent is successful on the
merits, the corporation shall indemnify the agent for expenses actually and
reasonably incurred.
(e) APPROVAL; WHEN REQUIRED. Unless indemnification is mandatory
because of the agent'ssuccessful defense on the merits, indemnification can be
made only as to a specific case, upon a determination that indemnification is
proper in the circumstances because the agent has met the applicable standard of
conduct, and must be authorized by one of the following: (1) a majority vote
of the board with a quorum consisting of directors who are not parties to the
proceeding; (2) independent legal counsel in a written opinion if a quorum of
directors who are not parties to the proceeding is not available; (3) the
affirmative vote of a majority of the outstanding shares entitled to vote and
present or represented at a duly held meeting at which a quorum is present or by
the written consent of a majority of the outstanding shares entitled to vote
(without counting shares owned by the person seeking indemnification as either
outstanding or entitled to vote); or (4) the court in which the proceeding
is or was pending, upon application by the corporation, the agent, the agent's
attorney, or other person rendering services in connection with the defense,
regardless of whether the corporation opposes the application.
(f) ADVANCING EXPENSES. Expenses incurred or to be incurred in
defending any proceeding may be advanced by this corporation before the final
disposition of the proceeding, on receipt of an undertaking by or on behalf of
the agent to repay the amount of the advance, unless it shall be determined
ultimately that the agent is entitled to be indemnified as authorized in this
section.
(g) OTHER CONTRACTUAL RIGHTS. The indemnification provided by this
section shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of shareholders
or disinterested directors or otherwise, both as to action in an official
capacity and as to action in another capacity while holding such office, to the
extent such additional rights to indemnification are authorized in the Articles
of Incorporation. The rights to indemnity under this section shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of the
person. Nothing contained in this section shall affect any right to
indemnification to which persons other than directors and officers of this
corporation or any subsidiary may be entitled by contract or otherwise.
(h) LIMITATIONS. No indemnification or advance shall be made under
this section (except where indemnification is required because of the agent's
successful defense on the merits) if it would be inconsistent with (i) a
provision of the Articles of Incorporation or bylaws, a resolution of the
directors or shareholders, or an agreement in effect at the time the alleged
cause of action accrued which prohibits or limits indemnification, or (ii) a
condition expressly imposed by a court in approving a settlement.
(i) INSURANCE. If the board of directors so decides, the corporation
may purchase and maintain insurance on behalf of any agent of the corporation
against any liability asserted against or incurred by the agent in that capacity
or arising out of the agent's status as such, whether or not the corporation
would have the power to indemnify the agent against that liability.
Notwithstanding the foregoing, if the corporation owns all or a portion of the
shares of the company issuing the policy of insurance, the insuring company and
the policy or both shall meet the conditions set forth in Section 317(i) of the
Corporations Code
FIDUCIARIES OF EMPLOYEE BENEFIT PLAN. The requirements and limitations
imposed by this section do not apply to any proceeding against any trustee,
investment manager, or other fiduciary of an employee benefit plan in that
person's capacity as such, even though that person may also be an agent of the
corporation. The corporation shall have the power to indemnify, and to purchase
and maintain insurance on behalf of, any such trustee, investment manager, or
other fiduciary of any benefit plan for any of the corporation's directors,
officers, or employees or those of any of its subsidiary or affiliated
corporations. Furthermore, this section shall not limit any right to
indemnification that such a trustee, investment manager, or other fiduciary may
have as a contract right enforceable by law.
(k) SURVIVAL OF RIGHTS. The rights provided by this section shall
continue as to a person who has ceased to be an agent, and shall inure to the
benefit of the heirs, executors, and administrators of such person.
(l) EFFECT OF AMENDMENT. Any amendment, repeal, or modification of
this section shall not adversely affect an agent's right or protection existing
at the time of such amendment, repeal, or modification.
(m) SETTLEMENT OF CLAIMS. The corporation shall not be liable to
indemnify any agent under this section for (a) any amounts paid in settlement
of an action or claim effected without the corporation's written consent, for
which consent shall not be unreasonably withheld, or,
(b) any judicial award, if the corporation was not given a reasonable
and timely opportunity
to participate, at its expense, in the defense of such action.
(n) SUBROGATION. In the event of payment under this section, the
corporation shall be subrogated to the extent of such payment to all of the
rights of recovery of the agent, who shall execute all papers required and shall
do everything that may be necessary to secure these rights, including the
execution of such documents as may be necessary to enable the corporation
-effectively to bring suit to enforce such rights.
(o) NO DUPLICATION OF PAYMENTS. The corporation shall not be
liable under this section to make any payment in connection with any claim made
against the agent to the extent the agent has otherwise actually received
payment, whether under a policy of insurance, agreement, vote, or otherwise, of
the amounts otherwise indemnifiable under this section.
ARTICLE 7: RECORDS AND REPORTS
1. SHAREHOLDER LISTS; INSPECTION BY SHAREHOLDERS. The corporation shall
keep at its principal executive office or at the office of its transfer agent or
registrar, as the board shall determine, a record of the names and addresses of
all shareholders and the number and class of shares held by each.
A shareholder or group of shareholders holding 5 percent or more of the
outstanding voting shares of the corporation may (a) inspect and copy the record
of shareholders' names and addresses and shareholdings during usual business
hours, on 5 days' prior written demand on the corporation; and/or (b) obtain
from the corporation's transfer agent, on written demand and tender of the
transfer agent's usual charges for this service, a list of the names and
addresses of shareholders entitled to vote for the election of directors and
their shareholdings, as of the most recent date for which a record has been
compiled or as of a specified date which is later than the date of demand. This
list shall be made available within 5 days after demand or within 5 days after
the specified later date as of which the list is to be compiled.
The record of shareholders shall also be open to inspection during usual
business hours, on the written demand of any shareholder or holder of a voting
trust certificate, for a purpose reasonably related to the holder's interest in
the corporation. Any inspection or copying under this section may be made in
person or by the holder's agent or attorney.
2. MAINTENANCE OF BYLAWS. The corporation shall keep at its principal
executive office, or if its principal executive office is not in Vermont, at its
principal business office in this state, the original or a copy of the bylaws as
amended to date, which shall be open to inspection by the shareholders at all
reasonable times during office hours. If the principal executive office of the
corporation is outside of Vermont and the corporation has no principal business
office in this state, the secretary shall, upon a shareholder's written request,
furnish to that shareholder a copy of the bylaws as amended to date.
3. MINUTES AND ACCOUNTING RECORDS. The minutes of proceedings of the
shareholders, board of directors, and committees of the board, and the
accounting books and records shall be kept at the principal executive office of
the corporation, or at such other place or places as designated by the board of
directors. The minutes shall be kept in written form, and the accounting books
and records shall be kept either in written form or in a form capable of being
converted into written form. The minutes and accounting books and records shall
be open to inspection during usual business hours on the written demand of any
shareholder or holder of a voting trust certificate, for a purpose reasonably
related to the holder's interests in the corporation. The inspection may be
made in person or by an agent or attorney, and includes the right to copy and
make extracts. These rights of inspection shall extend to the records of each
subsidiary of the corporation.
4. INSPECTION BY DIRECTORS. Every director shall have the absolute
right at any reasonable time to inspect all books, records, and documents of
every kind and the physical properties of the corporation and each of its
subsidiary corporations. This inspection may be made by the director in person
or by an agent or attorney, and the right of inspection includes the right to
copy and make extracts of documents.
5. ANNUAL REPORT TO SHAREHOLDERS. Inasmuch as, and for as long as,
there are less than 100 shareholders, the requirement of an annual report to
shareholders referred to in the relevant sections of the Vermont Corporations
Code is expressly waived. However, -,nothing in this provision shall be
interpreted as prohibiting the board of directors from issuing annual or other
periodic reports to the shareholders, as the board considers appropriate.
6. FINANCIAL STATEMENTS. The corporation shall keep a copy of any
annual financial statement, quarterly or other periodic income statement, and
accompanying balance sheets on file in its principal executive office for 12
months; these documents shall be exhibited (or copies provided) to shareholders
at all reasonable times. If no annual report for the last fiscal year has been
sent to shareholders, on written request of any shareholder made more than 120
days after the close of the fiscal year, the corporation shall deliver or mail
to the shareholder, within 30 days after receipt of the request, a balance sheet
as of the end of that fiscal year and an income statement and statement of
changes in financial position for that fiscal year.
A shareholder or shareholders holding 5 percent or more of the outstanding
shares of any class of stock of the corporation may request in writing an income
statement for the most recent three-month, six-month, or nine-month period
(ending more than 30 days before the date of the request) of the current fiscal
year, and a balance sheet as of the end of that period. If such documents are
not already prepared, the chief financial officer shall cause them to be
prepared and shall deliver them personally or by mail to the requesting
shareholders within 30 days after the receipt of the request. A balance sheet,
income statement, and statement of changes in financial position for the last
fiscal year shall also be included, unless the corporation has sent 'the
shareholders an annual report for the last fiscal year.
Quarterly income statements and balance sheets referred to in this section
shall be accompanied by the report, if any, of independent accountants engaged
by the corporation, or a certificate by the authorized corporate officer stating
that the financial statements were prepared without audit from the corporation's
books and records.
7. ANNUAL INFORMATION STATEMENT. (a) Every year, during the calendar
month in which the original Articles of Incorporation were filed with the
Vermont Secretary of State or during the preceding five calendar months, the
corporation shall file a statement with the Secretary of State on the prescribed
form, setting forth the authorized number of directors; the names and complete
business or residence addresses of the president, the secretary, and the chief
financial officer; the street address of the corporation's principal executive
office or principal business office in this state; a statement of the general
type of business constituting the principal business activity of the
corporation, and a designation of the cort)oration's agent for service of
process, all in compliance with relevant sections of the Vermont Corporations
Code.
(b) Notwithstanding the provisions of paragraph (a) of this section, if
there has been no change in the-inf6rmation contained in the corporation's last
annual statement on file in the Secretary of State's office, the corporation
may, in lieu of filing the annual statement, advise the Secretary of State, on
the appropriate form, that no changes in the required information have occurred
during the applicable period.
ARTICLE 8: GENERAL CORPORATE MATTERS
1. RECORD DATE FOR DIVIDENDS AND DISTRIBUTIONS. For purposes of
determining the shareholders entitled to receive payment of dividends or
other distributions or
allotment of rights, or entitled to exercise any rights in respect of any
other lawful action (other
than voting at and receiving notice of shareholders' meetings and giving written
consent of the shareholders without a meeting), the board of directors may fix
in advance a record date not more than 60 nor less than 10 days before the date
of the dividend payment, distribution, allotment, or other action. If a record
date is so fixed, only shareholders of record at the close of business on that
date shall be entitled to receive the dividend, distribution, or allotment of
rights, or to exercise the other rights, as the case may be, notwithstanding any
transfer of any shares on the corporate books after the record date, except as
otherwise provided by statute.
If the board of directors does not so fix a record date in advance, the
record date for these purposes shall be at the close of business on the later of
(a) the day on which the board of directors adopts the applicable resolution or
(b) the 60th day before the date of the dividend payment, distribution,
allotment of rights, or other action.
2. AUTHORIZED SIGNATORIES FOR CHECKS. All checks, drafts, or other
orders for payment of money, notes, and other evidences of indebtedness issued
in the name of or payable to the corporation shall be signed or endorsed in the
manner and by the persons authorized by the board of directors.
3. EXECUTING CONTRACTS AND INSTRUMENTS. The board of directors may
authorize any of its officers or agents to enter into any contract or execute
any instrument in the name of and on behalf of the corporation. This authority
may be general or it may be confined to one or more specific matters. No
officer, agent, employee, or other person purporting to act on behalf of the
corporation shall have any power or authority to bind the corporation in any
way, pledge its credit, or render it liable for any purpose in any amount,
unless that person was acting with authority duly granted by the board of
directors as provided in these bylaws, or unless an unauthorized act was later
ratified by the corporation.
4. SHARE CERTIFICATES. One or more certificates for shares of the
capital stock of the corporation shall be issued to each shareholder when any of
the shareholder's shares are fully paid.
All certificates shall certify the number of shares and the class or series
of shares represented by the certificate. All certificates shall be signed in
the name of the corporation by (a) one of the following: the chairman or vice
chairman of the board of directors, the president, or ANY vice president; and
(b) one of the following: the chief financial officer, any assistant treasurer,
the secretary, or any assistant secretary. Any of the signatures on the
certificate may be facsimile. If a party who has signed share certificates
ceases to be an officer or other agent before the certificate is issued, the
corporation may issue the certificate with the same effect as if that person
-were an officer, transfer agent, or registrar at the date of issue.
The share certificates shall state, by way of appropriate legend, any
restrictions on share ownership or transfer, and any other statements required
by applicable federal or state securities regulations.
5. LOST OR DESTROYED CERTIFICATES. Except as provided in this section,
no new certificates for shares shall be issued to replace old certificates
unless the old certificates are surrendered to the corporation for cancellation
at the same time. If share certificates or certificates for any other security
have been lost, stolen, or destroyed, the board of directors may authorize the
issuance of replacement certificates on terms and conditions as the board may
require, which may include a requirement that the owner give the corporation a
bond or other adequate security sufficient to protect the corporation against
any claim that may be made against -it (including any expenses or liability) on
account of the alleged loss, theft, or destruction of the old certificate or the
issuance of the replacement certificate, or a requirement that the person
claiming the certificate for shares was lost or stolen make an affidavit of that
fact.
6. SHARES OF OTHER CORPORATIONS: HOW VOTED. Shares of other
corporations standing in the name of this corporation shall be voted by the
president or a person designated by the president. If neither of them is able
to act, the shares may be voted by a person designated by the board of
directors. The authority to vote shares includes the authority to execute a
proxy in the corporation's name for purposes of voting the shares.
7. REIMBURSEMENT OF NONDEDUCTIBLE COMPENSATION. If all or part of the
compensation, including expenses, paid by the corporation to a director,
officer, employee, or agent is finally determined not to be allowable to the
corporation as a federal or state income tax deduction, the director, officer,
employee, or agent to whom the payment was made shall repay to the corporation
the amount disallowed. The board of directors shall enforce repayment of each
such amount disallowed by the taxing authorities.
8. CONSTRUCTION AND DEFINITIONS. Unless the context requires otherwise,
the general provisions, rules of construction, and definitions in the Vermont
Corporations Code shall -govern the construction of these bylaws. Without
limiting the generality of this provision, the singular number includes the
plural, the plural number includes the singular, and the term it person"
includes a corporation and a natural person.
9. TRANSFER RESTRICTIONS; RIGHT OF FIRST REFUSAL. (a) Any shareholder
wishing to sell or transfer shares of the corporation (Transferring
shareholder") must first notify the secretary of the corporation by means of a
writing (the "original notification") that states the number and class of
shares, and the price per share, terms of the sale, and name of the proposed
transferee, if any. The corporation shall then have the right to purchase all
of those shares at that price and on those terms. The corporation shall also
have the right to purchase any number of those shares, provided that
shareholders other than the transferring shareholder (the "other shareholders")
agree to purchase the remainder of the shares which the transferring shareholder
wishes to sell or transfer. The corporation shall exercise either of these
rights by a written election to purchase ("corporation's election to purchase")
delivered to the shareholder on or before the "corporation's election date, "
which is 60 days after receipt of the original notification.
(b) If the corporation fails to elect to purchase within the prescribed
period, or if it elects to purchase fewer than all of the shares specified in
the original notification, the secretary, within 10 days after the corporation's
election date, shall send or deliver to each of the other shareholders a copy of
the transferring shareholder's original notification and a statement of the
number of shares not being purchased by the corporation ("secretary's
statement"). Each of the other shareholders shall then have a right (contingent
on the subscription by the corporation and shareholders of the total number of
shares specified in the original notification) to purchase part or all of the
available number of shares at the price and on the terms stated in the original
notification. A shareholder wishing to exercise this right shall return to the
secretary, within 30 days after the corporation's election date, a written
shareholder's "notice of intent to purchase."
(c) If the total number of shares specified by the other shareholders
in their respective notices of intent to-purchase exceeds the number of
available shares specified in the secretary's -statement, each purchasing
shareholder shall be entitled to purchase a fraction of the number of shares
specified in that shareholder's notice of intent to purchase, which fraction
shall be equal to the number of shares already held by that shareholder divided
by the total number of shares held by all shareholders who have returned a
notice of intent to purchase.
(d) If fewer than all the shares specified in the original notification
are subscribed to under paragraphs (a) and (b) above, each shareholder who
desires additional shares shall be entitled to purchase a fraction of the shares
not subscribed to, which fraction shall be equal to the number of shares already
held by that shareholder divided by the total number of shares held by all
shareholders who desire to purchase the remaining shares.
(e) Any notice of intent to purchase given under paragraph (b) above,
unless the shareholder specifically states otherwise on the notice, shall also
be considered an offer to purchase the number of shares to which the shareholder
may be entitled under paragraph (c) or paragraph (d).
(f) If fewer than all of the shares specified in the original
notification are subscribed to under paragraphs (a), (b), (c), or (d) above, the
transferring shareholder shall not be required to sell the specified shares, or
any of them, to the corporation or to the other shareholders, but may sell or
transfer all the specified shares to the proposed transferee under the terms and
for the price stated in the original notification; provided, however, (i) that
any such transaction is null and void if it would have the effect of
increasing the corporation's total number of shareholders to more than 35;
(ii) that the transaction is null and void if it purports to sell or transfer
the specified shares, or any of them, at a lower price or on terms more
favorable to the transferee than those specified in the original notification;
and (iii) that the sale or transfer, if any, must take place within 6 months
after the date of the original notification.
(g) Unless otherwise prohibited by law or by the Articles of
Incorporation, the corporation -may purchase its own shares from any offering
shareholder; provided, however, that -the corporation shall not purchase all of
its outstanding voting stock. Any sale or transfer, or purported sale or
transfer, of the corporation's shares by any shareholder shall be null and void
unless the terms, conditions, and provisions set forth herein are strictly
followed.
(h) Each offer, notice, or statement provided for above shall be
considered given when it is personally delivered to the person to whom it is to
be given, or when it is deposited in the United States mail, by first-class mail
properly addressed to such person and with all postage or other charges fully
prepaid.
(i) Each share certificate to which the above restrictions are
applicable shall bear the following legend: "Ownership of this certificate and
the shares evidenced by this certificate may be sold, assigned, transferred,
pledged, or otherwise disposed of or alienated only under and subject to the
provisions in the article on transfer restrictions in this corporation's
Articles of Incorporation.
10. CORPORATE SEAL. The corporate seal shall be circular in form, and
shall have inscribed thereon the name of the corporation, the date of its
incorporation, and the word
"Vermont.
ARTICLE 9: AMENDMENTS
1. AMENDMENT OF ARTICLES OF INCORPORATION. Unless otherwise provided
under the Vermont Corporations Code, amendments to the Articles of
Incorporation may be
adopted if approved by the board and approved by a majority of the
outstanding shares entitled
to vote, either before or after approval by the board. An amendment to the
Articles of Incorporation shall be effective as of the date that the appropriate
certificate of amendment is filed with the Secretary of State.
2. AMENDMENT OF BYLAWS. Except as otherwise required by law or by the
Articles of Incorporation, these bylaws may be amended or repealed, and new
bylaws may be adopted, by the board of directors or by a majority of the
outstanding shares entitled to vote.
CERTIFICATE OF SECRETARY
------------------------
THIS IS TO CERTIFY that I am the duly elected, qualified and acting
Secretary of the WITCH HAZEL CONVANY and that the above and foregoing Bylaws,
constituting a true original copy, were duly adopted as the Bylaws of said
corporation on September 10, 1994, by the directors of said corporation.
IN WITNIESS WHEREOF, I have hereunto set my hand.
Dated: September 10, 1994.
Megan Noiray
AMENDMENT TO THE BYLAWS
OF
VERMONT WITCH HAZEL COMPANY
Effective as of September 10, 1996, Article 111, Paragraph 2 of the Bylaws is
deleted in its entirety and replaced with the following:
ARTICLE 3: DIRECTORS
2. NUMBER OF DIRECTORS. The authorized number of directors shall be
---------------------
three (3). This number can be changed by an amendment to the Articles of
Incorporation or an amendment to this bylaw adopted by the vote or written
consent of a majority of the outstanding shares entitled to vote. However, if
the number of directors is five or more, an amendment that would reduce the
number of directors to a number less than five cannot be adopted if the votes
cast against its adoption at a meeting or the shares not consenting to an action
by written consent are equal to more --than one sixth (1 6 2/3 percent) of the
outstanding shares entitled to vote.
