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Exhibit 3.2
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BYLAWS OF
NATIONAL FINANCIAL SECURITIES CORPORATION
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ARTICLE I.
OFFICES
National Financial Securities Corporation (the "Corporation") may have
offices at such places both within and without the State of Delaware as the
Board of Directors may from time to time determine or as the business of the
Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Place. All meetings of the stockholders for the election of
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directors and for any other purpose or purposes shall be held either within or
without the State of Delaware, as shall be stated in the notice of the meeting
or in a duly executed waiver of notice.
Section 2. Date of Annual Meeting. The annual meeting of stockholders shall
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be held on the date and at the time fixed, from time to time, by the Board of
Directors, provided that the first annual meeting shall be held on a date within
thirteen months after the organization of the Corporation, and each successive
annual meeting shall be held on a date within thirteen months after the date of
the preceding annual meeting, at which they shall elect by a plurality vote a
Board of Directors, and transact such other business as may properly be brought
before the meeting. If the day so designated shall be a legal holiday, then
such meeting shall be held on the first business day thereafter that is not a
legal holiday. A failure to hold an annual meeting of stockholders at the
designated time or to elect a sufficient number of directors to conduct the
business of the Corporation shall not affect otherwise valid corporate acts or
work a forfeiture or dissolution of the Corporation except as may be otherwise
specifically provided in the Delaware General Corporation Law.
Section 3. Notice of Annual Meeting. Subject to Article IV hereof, written
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or printed notice stating the place, day and hour of any meeting of stockholders
and, in case of a special meeting, the purpose or purposes for which the meeting
is called, shall be delivered not less than ten (10) nor more than sixty (60)
days before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officers or persons calling
the meeting, to each stockholder of record entitled to vote at the meeting.
Section 4. Call of Special Meeting. Special meetings of the stockholders,
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for any purpose or purposes, unless otherwise prescribed by statute or by the
certificate of incorporation, may be called by the President or, in his absence,
the Secretary, and shall be called by the President or Secretary at the request
in writing of a majority of the Board of Directors, or at the request in writing
of stockholders owning a majority in amount of the entire capital stock of the
Corporation issued and outstanding and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting.
Section 5. Notice of Special Meeting. Subject to Article IV hereof,
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written notice of a special meeting of stockholders, stating the time, place and
object thereof, shall be given to each stockholder entitled to vote thereat, at
least three days before the date fixed for the meeting. Business transacted at
any special meeting of stockholders shall be limited to the purposes stated in
the notice.
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Section 6. Quorum. The holders of a majority of the stock issued and
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outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Corporation's certificate of incorporation. If, however, such quorum shall not
be present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present or represented any
business may be transacted that might have been transacted at the meeting as
originally called.
When a quorum is present at any meeting, the vote of the holders of a
majority of the stock having voting power present in person or represented by
proxy shall decide any question brought before such meeting, unless the question
is one upon which by express provision of the Delaware General Corporation Law
or of the Corporation's certificate of incorporation, a different vote is
required in which case such express provision shall govern and control the
decision of such question.
Section 7. Stockholder List. The officer who has charge of the stock
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ledger of the Corporation shall prepare and make, at least ten days before every
election of directors, a complete list of the stockholders entitled to vote at
said election, arranged in alphabetical order, showing the address of and the
number of shares registered in the name of each stockholder. Such list shall be
open to the examination of any stockholder, during ordinary business hours, for
a period of at least ten days prior to the election, at a place within the city,
town or village where the election is to be held (which place shall be specified
in the notice of the meeting), and the list shall be produced and kept at the
time and place of the election during the whole time thereof, and shall be
subject to the inspection of any stockholder who may be present.
Section 8. Voting. At every meeting of the stockholders, each stockholder
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shall be entitled to one vote in person or by proxy for each share of the
capital stock having voting power held by such stockholder, but no proxy shall
be voted on after three years from its date, unless the proxy provides for a
longer period. Except where the transfer books of the Corporation have been
closed or a date has been fixed as a record date for the determination of its
stockholders entitled to vote, no share of stock shall be voted on at any
election for directors which has been transferred on the books of the
Corporation within twenty days preceding such election of directors.
Section 9. Proxies. At a meeting of the shareholders, every shareholder
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having the right to vote will be entitled to vote in person, or by proxy
appointed by an instrument in writing signed by the shareholder or by his duly
authorized attorney in fact, bearing a date not more than eleven (11) months
prior to the meeting unless the instrument provides for a longer period. All
proxies shall be filed with the Secretary of the Corporation prior to or at the
meeting.
Section 10. Stockholder Action Without Meetings. Any action required by
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the Delaware General Corporation Law, the certificate of incorporation of the
Corporation or these Bylaws to be taken, or any action that may be taken, at any
annual or special meeting of stockholders may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would have been necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing.
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ARTICLE III
DIRECTORS
Section 1. Functions. The business of the Corporation shall be managed by
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its Board of Directors, which may exercise all such powers of the Corporation
and do all such lawful acts and things as are not by statute or by the
Corporation's certificate of incorporation or by these Bylaws directed or
required to be exercised or done by the stockholders.
Section 2. Qualification and Number. The number of directors may be fixed
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from time to time by action of the stockholders or of the directors, with a
minimum of 1 and a maximum of 15; but if the number is not so fixed, the number
shall be 3. The directors shall be elected at annual meetings of the
stockholders, except as provided in Section 4 of this Article, and each director
elected shall hold office until his successor is elected and qualified. A
director need not be a stockholder or a citizen or resident of the United States
or the State of Delaware.
Section 3. Place of Meeting. The Board of Directors of the Corporation may
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hold meetings, both regular and special, either within or without the State of
Delaware.
Section 4. Election, Term and Vacancies. The first meeting of each newly
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elected Board of Directors shall be held at such time and place as shall be
fixed by the vote of the stockholders at the annual meeting and provision of
notice of such meeting to the newly elected directors shall not be necessary in
order legally to constitute the meeting, provided a quorum shall be present. In
the event of the failure of the stockholders to fix the time or place of such
first meeting of the newly elected Board of Directors, or in the event such
meeting is not held at the time and place so fixed by the stockholders, the
meeting may be held at such time and place as shall be specified in a notice
given as hereinafter provided for special meetings of the Board of Directors, or
as shall be specified in a written waiver signed by all of the directors.
Vacancies and newly created directorships resulting from any increase in the
authorized number of directors may be filled by a majority of the directors then
in office, though less than a quorum, and the directors so chosen shall hold
office until the next annual election and until their successors are duly
elected and shall qualify, unless sooner displaced.
Section 5. Call of Special Meeting. Special meetings of the Board may be
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called by the President or, in his absence, the Secretary, on two days' notice
to each director; special meetings shall be called by the President or Secretary
in like manner and on like notice on the written request of two or more
directors.
Section 6. Notice; Actual or Constructive Waiver. No notice shall be
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required for regular meetings for which the time and place have been fixed by
these Bylaws or by Board action taken at, or prior to, the immediately preceding
meeting of the Board.
Notice of the time and place of each special meeting of the Board of
Directors shall be sent to each director by mail, telegraph, wireless telegraph,
radio, cable, telex, facsimile or other method of electronic communication then
generally accepted for business use, or messenger, or any combination thereof,
addressed to such director at his address as it appears on the records of the
Corporation, or telephoned or delivered to him personally, at least two days
before the meeting, or, if the person calling the meeting is the President, and
the notice is given by one of the methods specified above other than mail, such
shorter period as the person calling the meeting may deem appropriate in the
circumstances.
Notice need not be given to any director or to any member of a committee of
directors who submits a written waiver of notice signed by him before or after
the time for the meeting stated therein. Attendance of any director at a
meeting shall constitute a waiver of notice of such meeting, except when he
attends a meeting for the express purpose of objecting at the beginning of the
meeting to the transaction of any business because the meeting is not lawfully
called or convened.
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Neither the business to be transacted at, nor the purpose of, any regular
or special meeting of the directors need be specified in any written waiver of
notice, except as otherwise provided in these Bylaws.
Section 7. Quorum and Action. At all meetings of the Board a majority of
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the directors then in office shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by statute or by the Corporation's
certificate of incorporation. If a quorum shall not be present at any meeting
of the Board of Directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.
Section 8. Removal of Directors. Except as may otherwise be provided by
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the Delaware General Corporation Law, any director or the entire Board of
Directors may be removed, with or without cause, by the holders of a majority of
the shares then entitled to vote at an election of directors.
Section 9. Written Consent. Unless otherwise restricted by the
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Corporation's certificate of incorporation or these Bylaws, any action required
or permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if prior to such action a
written consent thereto is signed by all members of the Board or of such
committee, as the case may be, and such written consent is filed with the
minutes of proceedings of the Board or of such committee.
Section 10. Committees. The Board of Directors may, by resolution passed
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by a majority of the whole Board, designate one or more committees, each
committee to consist of two or more of the directors of the Corporation, which,
to the extent provided in the resolution, shall have and may exercise the powers
of the Board of Directors in the management of the business and affairs of the
Corporation, with the exception of any authority the delegation of which is
prohibited by Section 141 of the Delaware General Corporation Law, and may
authorize the affixation of the Corporation's seal to all papers that may
require such affixation. Such committee or committees shall have such name or
names as may be determined from time to time by resolution adopted by the Board
of Directors. Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.
Section 11. Electronic Communication. Any member or members of the Board
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of Directors or of any committee thereof may participate in a meeting of the
Board, or such committee, as the case may be, by means of conference telephone
or similar communications equipment by means of which all persons participating
in the meeting can hear each other at the same time.
Section 12. Compensation. The Corporation may pay the directors their
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expenses, if any, for attendance at each meeting of the Board of Directors, and
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving
the Corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees may be allowed like compensation for
attending committee meetings.
ARTICLE IV
WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of any
statute or of the Corporation's certificate of incorporation or of these Bylaws,
a waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent to the receipt by such person or persons of such notice.
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ARTICLE V
OFFICERS
Section 1. Officers. The officers of the Corporation shall be chosen by
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the Board of Directors and shall include a President and a Secretary. The
President may also appoint a Treasurer, one or more Vice Presidents and one or
more Assistant Secretaries and Assistant Treasurers. Two or more offices may be
held by the same person.
Section 2. Appointment of Officers. The Board of Directors at its first
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meeting after each annual meeting of stockholders shall choose a President from
among the directors, and shall choose a Secretary, who need not be a member of
the Board.
Section 3. Appointment of Additional Officers and Agents. The President
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may appoint such other officers and agents as he shall deem necessary. Such
other officers and agents shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the President.
Section 4. Salaries. The salaries, if any, of all officers and agents of
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the Corporation shall be fixed by the Board of Directors.
Section 5. Term of Office. The officers of the Corporation shall hold
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office until their successors are chosen and qualify. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors. Any officer may resign
at any time by giving written notice thereof to the President or to the Board of
Directors. Any such resignation will take effect as of the date. The acceptance
of such resignation shall not be necessary to make it effective. Any vacancy
occurring in any office of the Corporation shall be filled by the Board of
Directors.
Section 6. President. The President shall be the chief executive officer
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of the Corporation, shall preside at all meetings of the stockholders and the
Board of Directors, shall have general and active management of the business of
the Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect.
The President shall execute bonds, mortgages and other contracts requiring
a seal, under the seal of the Corporation, except where otherwise required or
permitted by law to be signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board of Directors to some
other officer or agent of the Corporation.
Section 7. Vice President. The Vice President, or if there shall be more
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than one, the Vice Presidents in the order determined by the Board of Directors,
shall, in the absence or disability of the President, perform the duties and
exercise the powers of the President and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.
Section 8. Secretary and Assistant Secretaries. The Secretary shall attend
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all meetings of the Board of Directors and all meetings of the stockholders and
record all the proceedings of the meetings of the Corporation and of the Board
of Directors in a book to be kept for that purpose and shall perform like duties
for the standing committees when required. He shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or President, under whose supervision he shall be. He shall have
custody of the corporate seal of the Corporation and he, or an Assistant
Secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by the signature of
such Assistant Secretary. The Board of Directors may give general authority to
any other officer to affix the seal of the Corporation and to attest the
affixing by his signature.
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The Assistant Secretary, or if there be more than one, the Assistant
Secretaries in the order determined by the Board of Directors, shall, in the
absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.
Section 9. Treasurer and Assistant Treasurers. The Treasurer shall have
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the custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated
by the Board of Directors.
The Treasurer shall disburse the funds of the Corporation as may be ordered
by the Board of Directors, taking proper vouchers for such disbursements, and
shall render to the President and the Board of Directors, at its regular
meetings, or when the Board of Directors so requires, an account of all his
transactions as Treasurer and of the financial condition of the Corporation.
Section 10. Action of President to Make Certain Appointments. The
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President shall, in addition to the powers and responsibilities included within
Section 6 of this Article V, also have the power from time to time, by action in
writing, to appoint employees of the Corporation who have responsibility for the
performance and supervision of certain special functions as may be assigned to
them from time to time in the corporation, and who may have or include the title
of "Vice President"; and to appoint Assistant Secretaries and Assistant
Treasurers. Any employee so appointed may have other duties and other titles,
subject to limitations prescribed by applicable law. Any such employee so
appointed shall perform in the particular capacity at the will of the Board of
Directors or the President; and he shall not be deemed, by virtue of such
appointment, to be an officer of the Corporation.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Execution of Stock Certificates. Every holder of stock in the
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Corporation shall be entitled to have a certificate, signed by, or in the name
of the Corporation by, the President or a Vice President and the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
Corporation, certifying the number of shares owned by him in the Corporation.
Where a certificate is signed (1) by a transfer agent or an assistant
transfer agent or (2) by a transfer clerk acting on behalf of the Corporation
and registrar, the signature of any such President, Vice President, Treasurer,
Assistant Treasurer, Secretary or Assistant Secretary may be affixed to the
certificate by facsimile. In case any officer or officers who have signed, or
whose facsimile signature or signatures have been used on, any such certificate
or certificates shall cease to hold the office or offices indicated by their
signatures, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the Corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the Corporation.
Section 2. Lost Certificates. The Board of Directors may direct a new
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certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the delivery to the Board of Directors of an affidavit
of the person claiming the certificate of stock to have been lost, stolen or
destroyed certifying to such loss, theft or destruction. When authorizing the
issue of any new certificate in lieu of a certificate alleged to have been lost,
stolen or destroyed, the Board of Directors may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate, or his legal representative, to give to the
Corporation a bond in such sum as the Board of Directors may require as
indemnity against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost, stolen or destroyed.
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Section 3. Transfer of Stock. Upon surrender to the Corporation or to the
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transfer agent for the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession or assignment, it shall be the duty
of the Corporation to issue a new certificate registered in the name of the
designated transferee, successor or assignee, and to record the transfer in the
Corporation's stock ownership records.
Section 4. Record Dates. The Board of Directors is authorized to fix a
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time in accordance with the provisions of the Delaware General Corporation Law
as the record date for determining the stockholders entitled to notice of or to
vote at any meeting of stockholders or adjournment thereof, to consent or
dissent in writing for any corporate action without a meeting, to receive
payment of any dividend or other distribution or allotment of any rights or to
exercise any rights in respect of any change, conversion or exchange of stock,
or for any other lawful action; provided, that if as to any particular
determination no such record date is so fixed by the Board of Directors, the
record date for such determination shall be the date prescribed by the Delaware
General Corporation Law for that purpose.
Section 5. Registered Stockholders. The Corporation shall be entitled to
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recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends and to vote as such owner, and to hold liable for
calls and assessments a person registered on its books as the owner of shares,
and shall not be bound to recognize any equitable or other claim to or interest
in such shares on the part of any other person, regardless of whether it shall
have received actual or other notice thereof, except as otherwise provided by
the laws of the State of Delaware.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Dividends. Dividends upon the capital stock of the Corporation,
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subject to the provisions of the Corporation's certificate of incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the Corporation's capital stock, subject to the provisions of the
Corporation's certificate of incorporation.
Before payment of any dividend, there may be set aside out of any funds of
the Corporation available for dividends such sum or sums as the Board of
Directors from time to time, in its absolute discretion, deems proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the Board of Directors shall deem conducive to the interests of the
Corporation, and the Board of Directors may modify or abolish any such reserve
in the manner in which it was created.
Section 2. Fiscal Year. The fiscal year of the Corporation shall be the
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calendar year, unless otherwise fixed by resolution of the Board of Directors.
Section 3. Corporate Seal. The corporate seal shall have inscribed thereon
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the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware". The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.
ARTICLE VIII
AMENDMENTS
These Bylaws may be altered or repealed at any regular meeting of the
stockholders or of the Board of Directors or at any special meeting of the
stockholders or of the Board of Directors if notice of such alteration or repeal
be contained in the notice of such special meeting.
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