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EXHIBIT 3.2
COLONIAL DIRECT FINANCIAL GROUP, INC.
AMENDED & RESTATED
BYLAWS
ARTICLE I
OFFICES
Section 1. The registered office shall be located in the City
of Wilmington, State of Delaware.
Section 2. The Corporation may also have offices at such other
places both within and without the State of Delaware as the Board of Directors
may from time to time determine or the business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders shall be held at
such place within or without the State as may be from time to time fixed or
determined by the Board of Directors.
Section 2. An annual meeting of the stockholders, commencing
with the year 1998, shall be held on a date and at a time and place to be
determined by the Board of Directors, when they shall elect by a plurality vote
a Board of Directors, and transact such other business as may properly be
brought before the meeting.
Section 3. Special meetings of the stockholders for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called at any time by the President or a
majority of the Board of Directors, or the holders of not less than one-fifth of
all the shares issued and outstanding and entitled to vote at the particular
meeting, upon written request delivered to the Secretary of the Corporation.
Such request shall state the purpose or purposes of the proposed meeting. Upon
receipt of any such request, it shall be the duty of the Secretary to call a
special meeting of the stockholders to be held at such time, not more than sixty
days thereafter, as the Secretary may fix. If the Secretary shall neglect to
issue such call, the person or persons making the request may issue the call.
Section 4. Written notice of every meeting of the
stockholders, specifying the place, date, and hour of the meeting, and in the
case of a special meeting, the purpose or purposes for which the meeting is
called, shall be served upon or mailed, postage prepaid, not less than ten nor
more than fifty days before the date of the meeting, unless a different period
of notice is required by statute, to each stockholder entitled to vote thereat.
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Section 5. The Officer who has charge of the stock ledger of
the Corporation shall prepare and make, at least ten days before every meeting
of the 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, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
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.
Section 6. Business transacted at all special meetings of
stockholders shall be limited to the purposes state in the notice.
Section 7. Business To Be Transacted at Annual Meetings. At
each annual meeting, the stockholders shall elect the Directors whose terms of
office shall expire at such meeting. At any such annual meeting any further
proper business may be transacted. To be properly brought before an annual
meeting, business must be (a) specified in the notice of the meeting (or any
supplement thereto) given by or at the direction of the Board, (b) otherwise
properly brought before the meeting, or (c) otherwise properly brought before
the meeting by a stockholder. For business to be properly brought before an
annual meeting by a stockholder, the stockholder must have given written notice
thereof, either by personal delivery or by United States mail, postage prepaid,
to the Secretary of the corporation, not later than 90 days in advance of such
meeting. Any such notice shall set forth as to each matter the stockholder
proposes to bring before the annual meeting (i) a brief description of the
business desired to be brought before the meeting and the reasons for conducting
such business at the meeting and, in the event that such business includes a
proposal to amend either the Certificate of Incorporation or Bylaws of the
corporation, the language of the proposed amendment, (ii) the name and address
of the stockholder proposing such address, (iii) a representation that the
stockholder is a holder of record of stock of the corporation entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to
propose such business, and (iv) any material interest of the stockholder in such
business. stockholders wishing to nominate Directors for election must comply
with the additional requirements of Section 7 below. No business shall be
conducted at an annual meeting of stockholders except in accordance with this
Section and the chairman of any annual meeting of stockholders may refuse to
permit any business to be brought before an annual meeting without compliance
with the foregoing procedures.
Section 8. Nominations for Directors. Nominations for the
election of Directors may be made by the Board of Directors or by any
stockholder entitled to vote for the election of Directors. Any stockholder
entitled to vote for the election of Directors at a meeting may nominate a
person or persons for election as Directors only if written notice of such
stockholder's intent to make such nomination is given, either by personal
delivery or by United States mail, postage prepaid, to the Secretary of the
Corporation not later than 90 days in advance of such meeting. Each notice of a
stockholder's intent to make such nomination shall set forth the information set
forth in Section 7 above and, in addition, the following information: (a) a
description of all arrangements and understandings between the stockholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
stockholder; (b) such other information regarding each nominee proposed by the
stockholder as would have been required to be included in a proxy statement
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filing pursuant to the proxy rules of the Securities and Exchange Commission had
each nominee been nominated, or intended to be nominated, by the Board of
Directors; and (c) the consent of each nominee to serve as a Director of the
Corporation if so elected. The chairman of any meeting of stockholders to elect
Directors and the Board of Directors may refuse to acknowledge the nomination of
any person not made in compliance with the foregoing procedures.
Section 9. The holders of a majority of the issued and
outstanding shares entitled to vote, present in person or represented by proxy,
shall be requisite and shall constitute a quorum at all meetings of the
stockholders for the transaction of business, except as otherwise provided by
statute or by the Articles of Incorporation or by these Bylaws. The stockholders
present in person or by proxy at a duly convened meeting can continue to do
business until adjournment, notwithstanding withdrawal of enough stockholders to
leave less than a quorum.
Section 10. When a quorum is present or represented at any
meeting, the vote of the holders of a majority of the shares having voting
powers, 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 statutes or of the Certificate of Incorporation, a different
vote is required in which case such express provision shall govern and control
the decision of such question.
Section 11. Each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share 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; and,
except where the Board of Directors has fixed, in advance, a record date, which
shall not be more than sixty, nor less than ten days before the date of such
meeting, the record date for determining stockholders entitled to vote at a
meeting of stockholders shall be at the close of business on the next day
preceding the day on which the meeting is held.
Section 12. Any action which may be taken at a meeting of the
stockholders may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the stockholders who would
be entitled to vote at a meeting for such purpose.
ARTICLE III
DIRECTORS
Section 1. The number of Directors which shall constitute the
Board shall not be less than two (2) nor more than seven (7) Directors, which
Board shall be elected by the stockholders at their annual meeting. The Board of
Directors may, by a vote of not less than a majority of the authorized number of
Directors, increase or decrease the number of Directors from time to time
without a vote of the stockholders provided, however, that any such decrease
shall not eliminate any Director then in office.
Section 2. Vacancies and newly created Directorships resulting
from any increase in the authorized number of Directors shall be filled by a
majority of the remaining number of the Board, though less than a quorum. If, at
the time of filling any vacancy or any newly created Directorship, the Directors
then in office shall constitute less than a majority of the whole Board (as
constituted immediately prior to any such increase), the Court of Chancery may,
upon application of any stockholder or stockholders holding at least ten percent
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of the total number of shares at the time outstanding having the right to vote
for such Directors, summarily order an election to be held to fill any such
vacancies or newly created Directorships, or to replace the Directors chosen by
Directors then in office as aforesaid, which election shall be governed by the
provision of Article II, Section 2, as far as applicable.
Section 3. The business of the Corporation shall be managed by
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 Certificate
of Incorporation or by these Bylaws directed or required to be exercised and
done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.
Section 5. The first meeting of each newly elected Board of
Directors shall be held at the same place as, and immediately following, the
annual meeting of the stockholders unless the stockholders shall otherwise fix
the time and place of such meeting at the annual meeting of stockholders at
which such Directors were elected, in which case such meeting shall be held at
the time and place so fixed. No notice of such meeting shall be necessary to the
newly elected Directors in order to legally constitute such meeting, provided a
majority of the whole Board shall be present. In the event such meeting is not
held at such time and place as provided for above, the meeting may be held at
such time and place as shall be specified in a notice given as hereinafter
provided for such meetings of the Board of Directors, or as shall be specified
in a written waiver signed by all of the Directors.
Section 6. Regular meetings of the Board of Directors may be
held without notice at such time and at such place as shall from time to time be
determined by resolution of at least a majority of the Board at a duly convened
meeting, or by unanimous written consent.
Section 7. Special meetings of the Board may be called by the
President on one (1) days' notice to each Director, either personally or by mail
or by telegram; special meetings shall be called by the President or Secretary
in like manner and on like notice on the written request of two Directors.
Section 8. At all meetings of the Board a majority of the
Directors in office shall be necessary to constitute a quorum for the
transaction of business, and the acts of a majority of the Directors present at
a meeting at which a quorum is present shall be the acts of the Board of
Directors, except as may be otherwise specifically provided by statute. If a
quorum shall not be present at any meeting 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 9. If all the Directors shall severally or
collectively consent in writing to any action to be taken by the Corporation,
and if the writing or writings are filed with the minutes of the proceedings of
the Board, such action shall be as valid a corporate action as though it had
been authorized at a meeting of the Board of Directors.
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Section 10. The Board of Directors may, by resolution passed
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. The
Board may designate alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. Any such
committee, 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 affairs
of the Corporation and may authorize the seal of the Corporation to be affixed
to all papers which may require it. The committee or committees designated shall
keep regular minutes of its proceedings and report the same to the Board when
required.
COMPENSATION OF DIRECTORS
Section 11. Directors shall not receive any stated salary for
their services but, by resolution of the Board, a fixed sum and expenses of
attendance, If any, may be allowed for attendance at each regular or special
meeting of the Board or at meetings of the executive committee; provided that
nothing herein contained shall be construed to preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefore.
REMOVAL OF DIRECTORS
Section 12. The entire Board of Directors or any individual
Director may be removed from office without assigning any cause by the vote of
stockholders entitled to cast at least a majority of the votes which all
stockholders would be entitled to cast at any annual election of Directors. In
case the Board or any one or more Directors be so removed, new Directors may be
elected at the same meeting.
ARTICLE IV
NOTICES
Section 1. Notices to Directors and stockholders shall be in
writing and delivered personally or mailed to the Directors or stockholders at
their addresses appearing on the books of the Corporation. Notice by mail shall
be deemed to be given at the time when the same shall be mailed. Notice to
Directors may also be given by telegram.
Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the Articles 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 thererin, shall be deemed
equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The Officers of the Corporation shall be chosen by
the Board of Directors and shall be a chairman of the Board, a President, a Vice
President, a Secretary and a Treasurer. The Board of Directors may also choose
additional Vice Presidents and one or more Assistant Secretaries and Assistant
Treasurers. Any of the aforesaid offices may be held by the same person. Except
for the office of President, Secretary and Treasurer, the Board of Directors, in
its discretion, may leave vacant for such period of time as it may deem
appropriate any office provided for in these Bylaws.
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Section 2. The Board of Directors, at their first meeting,
shall elect a President, who may but need not be a Director, and the Board shall
also annually choose a Vice President, a Secretary and a Treasurer who need not
be members of the Board.
Section 3. The Board of Directors may appoint such other
Officers and agents as it shall deem necessary who 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 Board.
Section 4. The salaries of all Officers and agents of the
Corporation shall be fixed by the Board of Directors.
Section 5. The Officers of the Corporation shall hold 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 vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.
CHAIRMAN OF THE BOARD
Section 6. The Chairman of the Board shall preside at all
meetings of the Board of Directors and shall perform such other duties and have
such other powers as the Board of Directors may from time to time prescribe.
THE PRESIDENT
Section 7. The President shall be the Chief Executive Officer of
the Corporation, shall preside at all meetings of the stockholders, 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.
Section 8. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the Corporation, except where required or
permitted by law to be otherwise 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.
THE VICE PRESIDENTS
Section 9. The Vice President or, if there shall be more 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.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 10. The Secretary shall attend 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 executive
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committee 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 keep in safe custody
the seal of the Corporation and, when authorized by the Board of Directors,
affix the same to any instrument requiring it and, when so affixed, it shall be
attested by his signature or by the signature of an Assistant Secretary.
Section 11. The Assistant Secretary or, if there shall 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.
THE TREASURER AND ASSISTANT TREASURERS
Section 12. The Treasurer shall have custody of the corporate
funds and securities, 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.
Section 13. He 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 14. If required by the Board of Directors, he shall
give the Corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors for the faithful performance of
the duties of his office and for the restoration to the Corporation, in case of
his death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.
Section 15. The Assistant Treasurer or, if there shall be more
than one, the Assistant Treasurers, in the order determined by the Board of
Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.
ARTICLE VI
CERTIFICATES OF SHARES
Section 1. The certificates of shares of the Corporation shall
be numbered and registered in a share register as they are issued. They shall
exhibit the name of the registered holder and the number and class of shares and
the series, if any, represented thereby and the par value of each share or a
statement that such shares are without par value as the case may be.
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Section 2. Every share certificate shall be signed by the
President and the Secretary and shall be sealed with the corporate seal which
may be facsimile, engraved or printed.
Section 3. In case any Officer who has signed or whose
facsimile signature has been placed upon any share certificate, shall have
ceased to be such Officer because of death, resignation or otherwise before the
certificate is issued, it may be issued by the Corporation with the same effect
as if the Officer had not ceased to be such at the date of its issue.
LOST CERTIFICATES
Section 4. The Board of Directors shall direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
destroyed or wrongfully taken, upon the making of an affidavit of that fact by
the person claiming the share certificate to be lost, destroyed or wrongfully
taken. When authorizing such issue of a new certificate or certificates, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, destroyed or wrongfully taken
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and give the Corporation a bond in such sum
as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate or certificates alleged to have been
lost, destroyed or wrongfully taken.
TRANSFER OF SHARES
Section 5. Upon the surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
CLOSING OF TRANSFER BOOKS
Section 6. The Board of Directors may fix a time, not more
than sixty nor less than ten days, prior to the date of any meeting of
stockholders or the date fixed for the payment of any dividend or distribution
or the date for the allotment of rights or the date when any change or
conversion or exchange of shares will be made or go into effect, as a record
date for the determination of the stockholders entitled to receive payment of
any such dividend or distribution or to receive any such allotment of rights or
to exercise the rights in respect to any such change, conversion or exchange of
shares. In such case only such stockholders as shall be stockholders of record
on the date so fixed shall be entitled to notice of and to vote at such meeting
or to receive payment of such dividend or to receive such allotment of rights or
to exercise such rights, as the case may be, notwithstanding any transfer of any
shares on the books of the Corporation after any record date so fixed. The Board
of Directors may close the books of the Corporation against transfers of shares
during the whole or any part of such period and in such case written or printed
notice thereof shall be mailed at least ten days before the closing thereof to
each stockholder of record at the address appearing on the records of the
Corporation or supplied by him to the Corporation for the purpose of notice.
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REGISTERED STOCKHOLDERS
Section 7. The Corporation shall be entitled to treat the
holder of record of any share or shares as the holder in fact thereof and shall
not be bound to recognize any equitable or other claim to or interest in such
share on the part of any other person, and shall not be liable for any
registration or transfer of shares which are registered or to be registered in
the name of a fiduciary or the nominee of a fiduciary unless made with actual
knowledge that a fiduciary or nominee of a fiduciary is committing a breach of
trust in requesting such registration or transfer, or with knowledge of such
facts that its participation therein amounts to bad faith.
ARTICLE VII
INDEMNIFICATION AND INSURANCE
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS
Section 1. The Corporation shall, to the fullest extent now or
hereafter permitted by law, indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was a Director or Officer of the Corporation, or is or was
serving at the request of the Corporation as a Director or Officer of another
Corporation, partnership, joint venture, trust or other enterprise, against
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contenders or its equivalent shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in, or not opposed to, the best interests of the
Corporation and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
Section 2. The Corporation shall, to the fullest extent now or
hereafter permitted by law, indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a Director or Officer of the Corporation,
or is or was serving at the request of the Corporation as a Director or Officer
of another Corporation, partnership, joint venture, trust or other enterprise
against expenses, including attorneys' fees actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Corporation. No such indemnification
against expenses shall be made, however, in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
Corporation unless and only to the extent that the Court of Chancery in which
such action or suit was brought shall determine upon application that despite
the adjudication of liability, but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
Section 3. Indemnification under Sections 1 and 2 of this
Article shall be made by the Corporation when ordered by a court or upon a
determination that indemnification of the Director or Officer is proper in the
circumstances because he has met the applicable standard of conduct set forth in
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those Sections. Such determination shall be made (a) by the Board of Directors
by a majority vote of a quorum consisting of Directors who were not parties to
such action, suit, or proceeding, or (b) if such quorum is not obtainable or,
even if obtainable, a quorum of disinterested Directors so directs, by
independent legal counsel in a written opinion, or (c) by the stockholders.
Section 4. Expenses incurred in defending a civil or criminal
action, suit or proceeding of the kind described in Sections 1 and 2 of this
Article shall be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking, by or on behalf
of the person who may be entitled to indemnification under those Sections, to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the corporation.
Section 5. The indemnification provided in this Article shall
continue as to a person who has ceased to be a Director or Officer of the
Corporation and shall inure to the benefit of the heirs, executors and
administrators of such a person.
Section 6. Nothing herein contained shall be construed as
limiting the power or obligation of the Corporation to indemnify any person in
accordance with the Delaware General Corporation Law, as amended from time to
time, or in accordance with any similar law adopted in lieu thereof. The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
Bylaw, agreement, vote of stockholders or disinterested Directors or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office.
Section 7. The Corporation shall also indemnify any person
against expenses, including attorneys' fees, actually and reasonably incurred by
him in enforcing any right to indemnification under this Article, under the
Delaware General Corporation Law, as amended from time to time, or under any
similar law adopted in lieu thereof.
Section 8. Any person who shall serve as a Director, Officer,
employee or agent of the Corporation or who shall serve, at the request of the
Corporation, as a Director, Officer, employee or agent of another Corporation,
partnership, joint venture, trust or other enterprise, shall be deemed to do so
with knowledge of and in reliance upon the rights of indemnification provided in
this Article, in the Delaware General Corporation Law, as amended from time to
time, and in any similar law adopted in lieu thereof.
INSURANCE
Section 9. The Corporation shall have power but not the
obligation to purchase and maintain insurance on behalf of any person who is or
was a Director, Officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a Director, Officer, employee or
agent of another Corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability.
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ARTICLE VIII
GENERAL PROVISIONS
EMERGENCY BYLAWS
Section 1. The Board of Directors of the Corporation may adopt
emergency Bylaws, subject to repeal or change by action of the stockholders,
which shall be operative during any emergency resulting from warlike damage or
attack on the United States or any nuclear or atomic disaster. The emergency
Bylaws may make any provision that may be practical and necessary for the
circumstances of the emergency.
INTERESTED DIRECTORS
Section 2. No contract or transaction between the Corporation
and one or more of its Directors or Officers, or between the Corporation and any
other Corporation, partnership, association or other organization in which one
or more of its Directors or Officers are also Directors or Officers, or have a
financial interest, shall be void or voidable solely for such reason, or solely
because the Director or Officer is present at or participates in the meeting of
the Board which authorizes the contract or transaction, or solely because his or
their votes are counted for such purpose, if:
(a) The material facts as to his interest and as to
the contract or transaction, contract or transaction by a vote sufficient for
such purpose without counting the vote of the interested Director or Directors;
or
(b) The material facts as to his interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by a vote of the shareholders; or
(c) The contract or transaction is fair as to the
Corporation as of the time it is authorized, approved or ratified, by the Board
of Directors or the stockholders.
Section 3. Interested Directors may be counted in determining
the presence of a quorum at a meeting of the Board of Directors which authorizes
a contract or transaction in the preceding section.
DIVIDENDS
Section 4. Dividends upon the shares of the Corporation,
subject to the provisions of the Articles 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 its shares, subject to
the provisions of the Articles of Incorporation.
Section 5. 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 Directors, from time to time, in their absolute discretion, think
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 purposes as the Directors shall think conducive to the interest
of the Corporation, and the Directors may modify or abolish any such reserve in
the manner in which it was created.
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CHECKS
Section 6. All checks or demands for money and notes of the
Corporation shall be signed by such Officer or Officers or such other person or
persons as the Board of Directors may from time to time designate.
FISCAL YEAR
Section 7. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.
SEAL
Section 8. The corporate seal shall have inscribed thereon 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 IX
AMENDMENTS
Section 1. These Bylaws may be altered, amended or repealed by
the Board of Directors or stockholders as provided in Section 2 and Section 3 of
these Bylaws.
Section 2. By Board of Directors. The Bylaws of the
Corporation may be altered, amended or repealed or new Bylaws may be made or
adopted by a resolution of a majority of the majority of the Board of Directors
at any regular or special meeting of the Board.
Section 3. By stockholders. The Bylaws of the Corporation may
also be altered, amended or repealed or new Bylaws may be made or adopted by the
vote of a majority in interest of the stockholders represented and entitled to
vote upon the election of Directors, at any meeting at which a quorum is
present.
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