BY-LAWS OF
TRAVELER'S INFOCENTER, INC.
(A Delaware Corporation)
ARTICLE 1
Meetings of Stockholders
1. Annual Meeting.
The annual meeting of the stockholders of Traveler's Infocenter, Inc.
(hereinafter called the "Corporation") for the election of directors and for
the transaction of such other business as may come before the meeting
shall be held in the fifth month forthwith, the close of the Corporation's
fiscal year, at such date and time as shall be designated by the Board or
Chairman of the Board or the President,, or at such other date and time as
the
Board shall designate.
2. Special Meeting
Special meetings of the stockholders, unless otherwise prescribed by statute,
may be called at any time by the Board or the Chairman of the Board or the
President. The Board of Directors shall call a special meeting of the
stockholders -when requested in writing. by stockholders holding not less
than
20% of the outstanding stock of the corporation; such
written request shall state the object of the meeting proposed to be held.
3. Notice of Meetings
Notice of the place, date and time of the holding of each annual and special
meeting of the stockholders and, in the case of a special meeting, the
purpose
or purposes thereof shall be given personally or by mail in a postage prepaid
envelope to each stockholder entitled to vote at such meeting, not less than
ten (I 0) nor more than sixty (60) days before the date of such meeting, and,
if mailed, it shall be directed to such stockholder at his address as it
appears on the records of the Corporation, unless he shall have with the
Secretary of the Corporation a written request that notices to him be mailed
to
some other address, in which case it shall be directed to him at some other
address. If mailed, such notice shall be deemed to be delivered when
deposited in United States mail so addressed with postage thereon prepaid.
Notice of any meeting of stockholders shall not be required to be given to
any stockholder who shall attend such meeting in person or by proxy and shall
not, at the beginning of such meeting, object to the transaction of any
business
because the meeting is not called or convened, or who shall, either
before or after the meeting, submit a signed waiver of notice, in person or
by
proxy. Unless the Board shall fix after the adjournment a new record date
for
an adjourned meeting, notice of such adjourned meeting
need not be given if the time and place to which the meeting shall be
adjourned
were announced at the meeting at which the adjournment is taken.
At the adjourned meeting the Corporation may transact any business which
might
have
been transacted at the original meeting. If the adjournment is for more than
thirty days, if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting..
4. Place of Meetings.
Meetings of the stockholders may be held at such place, within or without the
State of Delaware, as the Board or other officer calling the same shall
specify
in the notice of such meeting, or in a duly executed waiver of notice thereof
5. Quorum
At all meetings of the stockholders the holders of a majority of the votes of
the shares of stock of the Corporation issued and outstanding and entitled to
vote shall be present in person or by proxy to constitute a quorum for the
transaction of any business, except when stockholders are required to vote by
class, in which event a majority of the issued and outstanding shares of the
appropriate class shall be present in person or by proxy, or except as
otherwise provided by statute or in the Certificate of Incorporation- In the
absence of a quorum, the holders of a majority of the votes of the shares of
stock present in person or by proxy and entitled to vote, or if no
stockholder
entitled to vote is present then any officer of the Corporation may adjourn
the meeting from time to time. At any such adjourned meeting at which a
quorum may be present any business may be transacted which might have been
transacted at the meeting as originally called.-
6. Organization.
At each meeting of the stockholders the Chairman of the Board, or in his
absence or inability to act, the President or in the absence or inability to
act of the Chairman of the Board and the President, a Vice President, or in
the absence of all the foregoing, any person chosen by a majority of those
stockholders present shall act as chairman of the meeting. The Secretary,
or,
in his absence or inability to act, the Assistant Secretary or any person
appointed by the chairman of the meeting, shall act as secretary of the
meeting and keep the minutes thereof
7- Order of Business
The order of business at all meetings of the stockholders shall be as
determined by the chairman of the meeting.
8.
Except as otherwise provided by statute, the Certificate of Incorporation, or
any certificate duly filed in the office of the Department of State of
Delaware, each holder of record of shares of stock of the Corporation having
voting power shall be entitled at each meeting of the stockholders to one vow
for every share of such stock standing in his name on the record of
stockholders of the Corporation on the date fixed by the Board as the record
date for the determination of the stock-holders who shall be entitled to
notice of and to vote at such meeting; or if such record date shall not have
been so fixed, then at the close of business on the day preceding the day
on which the meeting is held; or each stockholder entitled to vote at any
meeting of stockholders may authorize another person or persons to act for
him by a proxy signed by such stockholder or his attorney-in-fact. Any such
proxy shall be delivered to the secretary of such meeting at or prior to the
time designated in the order of business for so delivering such pro)des. No
proxy shall be valid after the expiration of three years from the date
thereof, unless otherwise provided in the proxy. Every proxy shall be
revocable at the pleasure of the Stockholder executing it except in those
cases where an irrevocable proxy is permitted by law. Except as otherwise
provided by statute, these By-Laws, or the Certificate of Incorporation any
corporate action to be taken by vote of the stockholders shall be authorized
by a majority of the total votes, or when stockholders are required to vote
by
class by a majority of the votes of the appropriate class, cast at a meeting
of stockholders by the holders of shares present in person or represented by
proxy and entitled to vote on such Unless required by statute, or
determined by the chairman of the meeting to be advisable, the vote on any
question need not be by written ballot On a vote by written ballot each
ballot shall be signed by the stockholder voting, or by his proxy, if there be
such proxy, and shall state the number of shares voted.
9. List of Stockholders
The officer who has charge of the stock ledger of the Corporation, or the
transfer agent of the Corporation's stock, There be one then acting,
shall prepare and make, at least ten days be every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged
in alphabetical order, and showing the address of each stockholder and the
number of shares registered in the name of each stockholder. Such list shall
be open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten days
prior to the meeting, either at a place within the city where the meeting is
to be held, at the place where the meeting is to be held, or at the office of
the transfer agent. The list shall also be produced and kept at the time:
and
place of the meeting during the whole time thereof, and may be inspected by
any stockholder who is present.
The Board may, in advance of any meeting of stockholders, appoint one or more
inspectors to act at such meeting or any adjournment thereof. If the
inspector shall not be appointed or if any of them shall fail to appear or
act, the chairman of the meeting may, and on the request of any stockholder
entitled to Vote thereat shall appoint 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 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,
how and determine all challenges and questions arising in connection with the
right to vote, count and tabulate all votes, ballots or consents, determine
the result, and do such acts as am proper to conduct the election or vote
with fairness to all stockholders. On request of the chairman of the meeting
or any stockholder entitled to vote thereat, 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 director or candidate
for the office of director shall act as inspector of an election of
directors. Inspectors need not be stockholders.
Consent of Stockholder
Unless otherwise provided in the Certificate of Incorporation, any action
required by Subchapter VII of the General CORPORATIONS Law, to be taken at
any annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote if a consent or
Consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
tat would be necessary to authorize or take such action at,a meeting at which
all shares entitled to vote thereon were present and voted
and should be delivered to the corporation by delivery to its registered
office in this State, its principal place of business, or an officer or agent
of the corporation having custody of the book in which proceedings of meetings
of stockholders are recorded Delivery made to a corporation's' registered
office shall be by hand or by certified or registered mail, return receipt
requested.
ARTICLE H
Board of Directors
General Powers.
'The business and affairs of the Corporation shall be managed by the Board-
The Board may exercise all such authority and powers of the Corporation and
do
all such lawful art and things as are not by statute or the Certificate of
Incorporation or by these By-Laws directed or required to be exercised or
done
by the stockholders.
4
2. Number of directors
The number of directors of the Corporation shall- be fixed from time to time
by the vote of a majority of the entire Board then in office and the number
thereof may thereafter by like vote be increased or decreased to such greater
or lesser number (not less than three) as may be so provided, subject to the
provisions of Section 11 of this Article II. All of the directors shall be
of
full age and need not be stockholders. Except as otherwise provided by
statute or these By-Laws, the directors shall be elected at the annual
meeting
of the stockholders for the election of directors at which a quorum is
present, and the persons receiving a plurality of the votes cast at such
meeting shall be elected. Each director shall hold office -until the next
annual meeting of the stockholders and until his successor shall have been
elected and qualified, or un-61 his death, or until he shall have resigned,
or
have been removed, as hereinafter provided in these By-Laws, or as otherwise
provided by statute or the Certificate of Incorporation-
3. Place of Meetings
Meetings of the Board may be held at such place, within or without the State
of Delaware, as the Board may from time to time determine or as shall be
specified in the notice or waiver of notice of such meeting.
4. Annual Meeting
The Board shall meet for the purpose of organization, the election of
officers
and the transaction of other business, as soon as practicable after each
annual meeting of the stockholders, on the same day and at the same place
where such annual meeting shall be held. Notice of such meeting need not be
given. Such meeting may be held at any other time or place (within or
without the State of Delaware) which shall be specified in a notice thereof
given as hereinafter provided in Section 7 of this Article H.
!5. Regular Meetings.
Regular meetings of the Board shall be held at such time and place as the
Board may from time to time determine- If any day fixed for a regular meeting
shall be a legal holiday at the place where the meeting is to be held, the
the meeting which would otherwise be held on that day shall be held at the
same hour on the next succeeding business day. Notice of regular meetings of
the Board need not be given except as otherwise required by statute or these
By-Laws.
6. Special Meetings.
Special meetings of the Board may be caused by two or more directors of the
Corporation or by the Chairman of the Board or the President.
7. Notice of Meeting
Notice of each special meeting of the Board (and of each regular meeting for
which notice in
shall be required) shall be given by the Secretary as hereinafter
provided this Section 7,
in which notice shall be stated the time and place (within or without the
State of Delaware) of the meeting. Notice of each such meeting shall be
delivered to each director either personally or by telephone, telegraph,
cable
or wireless, at least twenty-four hours before the time at which such meeting
is to be held or by first-class mail, postage prepaid, addressed to him at
his
residence, or usual place of business, at least three days before on which
such meeting is to be held. If mailed, such notice shall be deemed to be
delivered when deposited in than, United States mail. Notice
of any such meeting need not be given to any director who shall, either
before
or after the meeting, submit a signed waiver of notice or who shall attend
such meeting without protesting, prior to or at its commencement, the lack of
notice to him. Except as otherwise specifically required by these By-Laws,
a
notice or waiver of notice of any regular or special meeting need not state
the purposes of such meeting.
8- Quorum and Manner of Acting.
A majority of the entire Board shall be present in person at any meeting of
the Board in order to constitute a quorum for the transaction of business at
such meeting, and, except as otherwise expressly required by statute or the
Certificate of Incorporation, the act of a majority of the directors present
at any meeting at which a quorum is present shall be the art of the Board.
Any one or more members of the Board or any committee thereof may participate
in a meeting of the Board or such committee by means of 'a conference
telephone. or similar communications equipment allowing all participants in
the meeting to hear each other at the same time and participation by such
means shall constitute presence in person at a meeting. In the absence of a
quorum at any meeting of the Board, a majority of the directors present
thereat, or if no director be present the Secretary, may adjourn such meeting
to another time and place, or such meeting, unless it be the annual meeting
of
the Board, need not be held. At any adjourned meeting at which a quorum is
present, any business may be absent which might have been transacted at
the meeting as originally called. Except as provided in Article III of these
By-Laws, the directors shall act only as a Board and the individual directors
shall have no power as such.
9. -Organization.
At each meeting of the Board, the Chairman of the Board (or, in his absence
or
inability to act the President or, in his absence or inability to act another
director chosen by a majority of the directors present) shall act as chairman
of the meeting and preside thereat The Secretary (or, in his absence or
inability to act, any person appointed by the chairman) shall act as
secretary
of the meeting and keep the minutes thereof.
Any director of the Corporation may resign at any time by giving written
notice of his resignation to the Board or Chairman of the Board or the
President
or the Secretary. Any such resignation shall take effect at the time
specified therein or, if the time when it shall become effective shall not be
specified therein, immediately upon its receipt; and unless otherwise
specified therein, the acceptance of such resignation shall not be necessary
to make it effective.
Vacancies, including newly created directorships, may be filled by a majority
of the directors then in office, including those who have so resigned, shall
have power to fill such vacancy or vacancies, the vote thereon to take effect
when such resignation or resignations shall become effective, and each
director so chosen shall hold office as provided in this Section for the
filling of other vacancies.
12. Removal of Directors.
Except as otherwise provided in the Certificate of Incorporation or in these
By-Laws, any director may be removed, either with or without cause, at any
time,
by the affirmative vote of a majority of the votes of the issued and
outstanding shares of stock entitled to vote for the election of the
stockholders called and held for that purpose, or by a majority vote of the
]Board of Directors at a meeting called for such purpose, and the vacancy in
the Board caused by any such removal may be filled by such stockholders or
directors, as the case may be, at such meeting, and if the stockholders shall
fail to fill such vacancy, such vacancy shall be filled in the manner as
provided by these By-Laws-
13. Compensation.
The Board shall have authority to fix the compensation, including fees and
reimbursement of expenses, of directors for services to the Corporation in
any
capacity, provided no such payment shall preclude any director from serving
the Corporation in any other capacity and receiving compensation therefor.
14. Action by the Board-
To the extent permitted under the laws of the State of Delaware, any action
required or permitted to be taken at any meeting of the Board or of any
committee thereof may be taken without a meeting if all members of the Board
or committee, as the case may be, consent thereto in writing, and the writing
or writings are filled with the minutes 'of the proceedings of the Board or
committee.
ARTICLE III
Executive and Other Committees
The Board may, by resolution passed by a majority of the whole Board,
designate one or more committee, each committee to consist of two or more
of the directors of the Corporation. The Board may designate on,: or more
directors as alternate members of any committee, who may replace any absent
or
disqualified member at any meeting of the Committee. Any such committee, to
the provided in the, resolution, shall have -and may exercise the powers
of the Board ill the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to
all
papers which may require it; Provided, however, that in the absence or
disqualification of any member of such committee or committees, the member or
members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint
another
member of the Board to act at the meeting in the place of any such absent or
disqualified member. Each committee shall keep minutes of its proceedings
and
shall report such minutes to the Board when required. All such proceedings
shall be subject to revision or alteration by the Board, provided, however,
that third parties shall not be prejudiced by such revision or alteration,
A majority of any committee may determine its action and fix the time and
place of its meetings, unless the Board shall otherwise provide. Notice of
such meetings shall be given to each member of the committee in the manner
provided for in Article II, Section 7. The Board shall have the power at any.
time to fill vacancies in, to change the membership of, or to dissolve any
such committee. Nothing herein shall be deemed to prevent the Board from
appointing one or more committees consisting in whole or in part of persons
who are directors of the Corporation; provided, however, that no such
committee shall have or may exercise any authority of the Board-
ARTICLE.IV
Officers
Number and Qualifications.
The officers of the Corporation shall include the Chairman of the Board, the
President, one or more Vice Presidents (one or more of whom may be designated
Executive Vice President or Senior Vice President), the Treasurer, and the
Secretary. Any two or more offices may be held by the same person. Such
officers shall be elected from time to time by the Board, each to hold office
until the meeting of the Board
following the next annual
meeting of the stockholders, or until its successor shall have been elected
and shall have qualified, or until his death, or until he shall have resign
or have been removed, as hereinafter-provided in these By-Laws. The Board
may
from time to time elect a Vice Chairman of the Board, and the Board may from
time to time elect, or the Chairman of the Board, or the Preside may
appoint, such other officers (including one or more Assistant Vice
Presidents,
Assistant Secretaries, and Assistant Treasurers), as may be necessary or
desirable for the business of the Corporation- Such other officers and agents
shall have such duties and shall hold their offices for such terms as may be
prescribed by the Board or by the appointing authority.
2. Resignation.
Any officer of the Corporation may resign at any time by giving written
notice of his resignation to the Board, the Chairman of the Board, the
President or the Secretary. Any such resignation shall take effect at the
time specified therein or, if the time when it shall become effective shall
not be specified therein:), immediately upon its receipt; and unless
otherwise
specified therein, the acceptance of such resignation shall not be necessary
to make it effective.
3. Any officer or agent of the Corporation may be remove either with or
without
cause, at any time, by the vote of the majority of the entire Board at any
meeting of the Board or, except By the case of an officer or agent elected or
appointed by the Board, by the Chairman of the Board or the President. Such
removal shall be without prejudice to the continual rights, if any, of the
person so removed.
4. Vacancies.
A vacancy in any office, whether arising from death, resignation, removal or
any other cause, may be filled for the unexpired portion of the term of the
office which shall be vacancy in the manner prescribed in these By-Law' s for
the regular election or appointment to such office.
5. The Chairman of the Board
The Chairman of the Board, if one be elected, shall, ff present, preside at
each meeting of the stockholders and of the Board and shall be an official
member of all committees of the Board. He shall perform all duties incident
to the office of Chairman of the Board and such other duties as may from time
to time be assigned to him by the Board.
6. The Vice Chairman of The Board
The Board, if one be-elected, shall have such powers and perform all such
duties as from time to time may be assigned to him by the Board or the
Chairman of the Board and, unless otherwise provided by the Board, shall in
the case of the absence Or inability to act of the Chairman of The Board,
therefrom duties of the Chairman of the Board and when so acting shall have
all
the powers of, and be subject to all the restrictions upon, the Chairman of
the Board.
6. The President shall be the chief operating and executive officer of the
Corporation and shall have general and active supervision and direction over
the business and affairs of the Corporation and over its several officers,
subject however, to the direction of the Chairman of the Board and the
control
of the Board. If no Chairman of the Board is elected, or at the request of
the Chairman of the Board, or in the case of his absence or inability to act,
unless there be a Vice Chairman of the Board so designated to act, the
President -shall perform the dudes of The Chairman of the Board and when so
acting shall have all the powers of, and be subject to all the restrictions
upon, the Chairman of the Board. He shall perform all duties incident to the
office of President and such other duties as from time to time may be
assigned
to him by the Board or the Chairman of the Board.
7. Vice President
Each Executive Vice President, each Senior Vice President and each Vice
President shall have such powers and perform all such duties as from time to
time may be assigned to him by the Board, the Chairman of the Board, or the
President They shall, in the order of their seniority, have the power and may
perform the duties of the Chairman of the Board and the President
8. Treasurer
The Treasurer shall be the chief Financial officer of the Corporation and
shall exercise general supervision over the receipts custody of
Corporate funds. He shall have such officer powers and duties s may be
conferred upon him from time to time by the President or the Board of
Directors. He shall perform the duties of controller if no one is elected to
that office.
9.
The Secretary shall
(a) keep or cause to be kept in one or more books provided for the
purpose, the minutes of all meetings of the Board, the committees of the
Board
and the
stockholders;
(b) see that all notices are duly given in accordance with the provisions
of these By-Laws and as required by law,
(c) be custodian of the records and the seal of the Corporation and affix
and attest the seal to all stock certificates of the Corporation (unless the
seal be affixed, as hereinafter provided) and affix and attest the seal to
all other documents to be executed on behalf of the Corporation under its
seal;
(d) see that the books, reports, statements, certificates and other
documents and records required by law to be kept and filed are properly kept
and filed, and
(e) in general, perform all the duties incident to the office of
Secretary
and such other duties as from time to time may be assigned to him by the
Board, the Chairman of the Board, or the President
10. Officers
If required by the Board, any officer of the Corporation shall give a bond or
other security for the faithful performance of his duties, in such amount and
with such surety or sureties as the Board may require.
The compensation of the officers of the Corporation for their services as
such officers shall be fixed from time to time by the Board,'provided,
however, that the Board may delegate to the Chairman of the Board or the
President the power to fix the compensation of officers and agents appointed
by the Chairman of the Board or the President, as the case may be. An officer
of the Corporation shall not be prevented from receiving compensation by
reason of the fact that he is also a director of the Corporation, but any such
officer who shall also be a director shall not have any vote in the
determination of the amount of compensation paid to him.
Indemnification
The Corporation shall, to the fullest extent permitted by the laws of the
state of incorporation, indemnify any and all persons whom it shall have
power to indemnify against any and all of the costs, expenses, liabilities or
other matters incurred by them by reason of having been officers or directors
of the Corporation, any subsidiary of the Corporation or
of any other corporation for which he acted as officer or director at the
request of the Corporation.
ARTICLE VI
Contracts, Checks, Drafts, Bank Account, etc.
Except as otherwise required by statute, the Certificate of Incorporation or
these By-Laws, any contracts or other instruments may be executed a-ad
delivered
in the and on behalf of the Corporation by such officer or officers
(including any assistant officer) of the Corporation as the Board may from
time to time direct. Such authority may be general or confined to specific
as the Board may determine. Unless authorized by the Board or
expressly permitted by these By-Laws, an officer or agent or employee shall
not have any power or authority to bind the Corporation by any contract or
engagement or to pledge its credit or to render it peculiarly liable for any
purpose or to any amount.
2. Loans
Unless the Board shall otherwise determine, either (a) the Chairman of the
Board, the Vice Chairman of the Board or the President singly, or (b) a Vice
President, together with the Treasurer, may effect loans and advances at any
time for the Corporation or guarantee any loans and advances to any
subsidiary
of the Corporation, from any bank, trust company or other institution, or
from
any firm, corporation or individual, and for such loans and advances may
make,
execute and deliver promissory notes, bonds or other certificates or
evidences
of indebtedness of the Corporation, or guarantee of indebtedness of
subsidiaries of the Corporation, but no officer: or officers shall mortgage,
pledge, hypothecate or transfer any securities or other property of the
Corporation, except when authorized by the Board.
3. Check, Drafts, etc-
All checks, drafts, bills of exchange or other orders for the payment of
money
out of the funds of the Corporation, and all notes or other evidences of
indebtedness of the Corporation, shall be signed in the name and on behalf of
the Corporation by such persons and in such manner as shall from time to time
be authorized by the Board.
4- Deposits
All funds of the Corporation not otherwise employed shall be deposited from
time to time to the credit of the Corporation in such banks, trust companies
or other depositories as the Board may from time to time-designate or as may
be designated by any officer or officers of the Corporation to whom such
power of designation may from time to time be delegated by the Board. For
the
purpose of deposit and for
the purpose of collection for the account of the Corporation, checks, drafts
and other orders for the
payment of money which are payable to the order of the Corporation may be
endorsed, signed and delivered by any officer or agent of the Corporation,
or in such manner as the Board may determine by resolution.
-General and Specific Bank Accounts
The Board may from time to time authorize the opening and keeping of general
and
special bank accounts with such banks, companies or other depositories as
the Board may designate or as may be designated by any officer or officers of
the Corporation to whom such power of designation may from time to time be
delegated by the Board'. The Board may make such special rules and
regulations with respect to such bank accounts, not inconsistent with the
provisions of these By-Laws, as it may deem expedient.
6. -Proxies in Respect of Securities, of Other Corporations.
Unless otherwise provided by resolution adopted by the Board of Directors,
the
Chairman of the Board, the President, or a Vice President may from time to
time appoint an attorney or attorneys or agent or agents, of the Corporation,
in the name and on behalf of the Corporation to cast the votes which the
Corporation may be entitled to cast as the holder of stock or other
securities
in any other corporation, any of whose stock or other securities may be held
by the Corporation, at meetings of the holders of the stock or other
securities of such other corporation, or to consent in writing, in the-
name of the Corporation as such holder, to any action by such other
corporation, and may the person or persons so appointed as to the
manner of casting such votes or giving such consent, and may execute or cause
to be executed in the name and on behalf of the Corporation and under its
corporate seal, or otherwise, all such written proxies or other instruments
as
he may deem necessary or proper in the premises.
ARTICLE VII
Shares, Etc.
1. Stock Certificates.
Each holder of shares of stock of the Corporation shall be entitled to have a
certificate, in such form as shall be approved by the Board, certifying the
number of shares of the Corporation owned by him. The certificates
representing shares of stock shall be signed in the name of the Corporation
by
the Chairman of the Board or the President or a Vice President and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer and scaled with the seal of the Corporation (each seal may be a
facsimile, engraved or printed); provided, however, that where any such
certificate is countersigned by a transfer agent other than the, Corporation
or its employee, or is registered by a registrar other .than the Corporation
or one of its employees, the signature of the officers of the -Corporation
upon such certificates may be facsimiles, engraved or printed. in case any
officer who shall have signed or whose facsimile signature has been placed
upon such certificates shall have ceased to be such officer before such
certificates shall be issued, they may nevertheless be issued by the
Corporation with the same effect as if such officer were still in office at
the date of their issue.
2- Books and records of the company.
The books and records of the Corporation may be kept at such places within or
without the state of corporation as the Board of Directors may from time to
time determine. The stock record books and the blank stock certificate
books
shall be kept by the Secretary or by any other officer or agent designated by
the Board of Directors.
3. Transfer of shares
Transfers of shares of stock of the Corporation shall be made on the stock
records of the Corporation only upon authorization by the registered holder
thereof, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary or with a transfer agent or transfer
clerk, and on surrender of the certificate or certificates for such shares
properly endorsed or accompanied by a duly executed stock transfer power and
the payment of all taxes thereon- Except as otherwise provided by law, the
Corporation shall be entitled to recognize the exclusive right of a person in
whose name any share or sham stand on the record of stockholders as the owner
of such sham or shares for all purposes, including, without limitation, the
right to receive dividends or other distributions, and to vote as such
owner..
and the Corporation may hold any such stockholder of record liable for calls
and assessments and the Corporation shall -not be bound to recognize any
equitable or legal claim to or interest in any such share or shares on the
part of any other person whether or not it shall have express or other notice
thereof Whenever any transfer of shares shall be made for collateral security
and not absolutely, and both the transferor and transferee request the
Corporation to do so, such fact shall be stated in the entry of the transfer.
4- Regulations
.
The Board may make such additional rules and regulations, not inconsistent
with these By-Laws, as it may deem expedient concerning the issue, transfer
and registration of certificates for shares of stock of the Corporation. It
may appoint or authorize any officer or officers to appoint, one or more
transfer agents or one or more transfer clerks and one or more registrars and
may require all certificates for shares of stock to bear the signature or
signatures of any of them.
5. Lost or destroyed Certificates.
The holder of any certificate representing shares of stock of the Corporation
shall immediately notify the Corporation of any loss, destruction or
mutilation of such certificate, and the Corporation may issue a new
certificate of stock in the place of any certificate theretofore issued by it
which the owner thereof shall allege to have been lost, stolen,, or destroyed
or which shall have been mutilated, and the Board may, in its discretion
require such owner or his legal representative to give the Corporation a bond
in such sum, limited or unlimited, and in such form and with such surety or
as the Board in its absolute discretion shall determine, to indemnify
the Corporation against any claim that may be made against it on account of
the alleged loss, theft, or destruction of any such certificate, or the
issuance of a new certificate. Anything herein to the contrary
notwithstanding, the Board, in its absolute discretion, may refuse to issue
any such new certificate, except pursuant to legal proceedings under the laws
of the State of Delaware.
6. Fixing of Record Date.
In order that the Corporation may determine the stockholders entitled to
notice or to vote at, any meeting of stockholders or any adjournment
thereof, or to express consent to corporate a in writing without a
meeting, or entitled to receive payment of any dividend or other distribution
or allotment of any rights, or entitled to exercise any rights in respect of
any change, conversion or exchange of stock or for the purpose of any other
lawful action, the Board may fix, in advance, a record date, which shall not
be more than sixty nor less than ten days before the date of such meeting,
nor
more than sixty days prior to any other action. A determination of
stockholders of record entitled to notice of, or to vote at, a meeting of
stockholders shall apply to any adjournment of the meeting; provided,
however,
that the Board may fix a new record date for the adjourned meeting.
ARTICLE VIII
Offices
1. Principal or Registered Office.
The principal registered office of the Corporation shall be at such place as
may be specified in the Certificate of Incorporation of the Corporation or
other certificate filed pursuant to law, or if none be so specified, at such
place as may from time to time be fixed by the Board.
2. Other Offices.
The Corporation also may have an office or offices other than said
principal or registered office, at such place or places either with or
without the State of Delaware.
ARTICLE IX
Fiscal Year
The fiscal year of the Corporation shall be determined by the Board.
ARTICLE X
Seal
The Board shall provide a corporate seal which shall contain the name of the
Corporation, the words "Corporate Seal" and the year and State of Delaware.
ARTICLE XI
Amendments
1. Shareholders
These By-Laws may be amended or repealed, or new By-Laws may be adopted at
any
annual or special
meeting of the stockholders, by a majority of the
total votes of the stockholders or when stockholders are required to vote by
class by
of majority the appropriate class, in person or represented by proxy and
entitled to vote on
such action; provided, however, that the notice of such meeting shall have
been
given as provided in these BY-Laws, which notice shall mention that amendment
or repeal of these By-Laws or the adoption of new By-Laws, is one of the
purposes of such meeting.
2. Board of Directors.
These By-Laws may also be amended or repealed or new By-Law may be adopted,
by the Board at any meeting thereof, provided, however, that notice of such
meeting shall have been given as provided in these By-Laws, which notice
shall mention that amendment or repeal of the By-Laws, or the adoption of new
By-Laws, is one of the purposes of such meetings. By-Laws adopted by the
Board may be amended or repealed by the stockholders as provided in Section I
of this Article XI..
ARTICLE XIII
Miscellaneous
1. Interested Directors
No contract or other transaction between the Corporation and any other
corporation shall be affected and invalidated by the fact that any one or
more
of the Directors of the Corporation is or are interested in or is a Director
or
officer or are Directors or officers of such other corporation, and any
Director or Directors, individually or jointly, may be a party or parties to
or may be interested in any contract or transaction of the Corporation or in
which the Corporation is interested; and no contract act or transaction of
the
Corporation with any person or persons, or corporation shall be affected
or
invalidated by the fact that any Director or Directors of the Corporation is
a
party or are parties to or interested in such contract, act or transaction,
or; in any way connected with such person or persons, firms or associations,
and each and every person who may become a Director of the Corporation is
hereby relieved from any liability that might otherwise exist from
contracting
with the Corporation for the benefit of himself any firm, association or
corporation in which he may be in any way interested.
2. Ratification.
Any ratification questioned in any stockholders' derivative suit on the
grounds
of lack of authority, defective or irregular execution, adverse interest of
director, officer or stockholder, nondisclosure, miscomputation, or the
application of improper principles or practices of accounting, may be
ratified
before or after judgment, by the Board of Directors or by the stockholders in
case less than a quorum of Directors are qualified, and, if so ratified,
shall
have the same force and effect as if the questioned transaction had been
originally duly authorized, and said ratification shall be binding upon the
Corporation and its, stockholders, and shall constitute a bar to any claim or
execution of any judgment in respect of such questioned transaction.
