BY-LAWS
OF
THRESHOLD ADVISOR FUNDS, INC.
ARTICLE I
STOCKHOLDERS
SECTION 1.1 Annual Meeting. The Corporation shall hold an annual meeting of its
stockholders to elect Directors and transact any other business within its
powers, during the month of April in each year at such date and time as may be
designated by the Board of Directors, except that the Corporation shall not be
required to hold an annual meeting in any year in which none of the following
matters is required to be acted upon by stockholders under the Investment
Company Act of 1940, as amended (the "1940 Act"): election of Directors,
approval of an investment advisory agreement, ratification of the selection of
independent public accountants or approval of a general distribution agreement.
Except as the Corporation's Articles of Incorporation (the "Charter") or statute
provides otherwise, any business may be considered at an annual meeting without
the purpose of the meeting having been specified in the notice. Failure to hold
an annual meeting does not invalidate the Corporation's existence or affect any
otherwise valid corporate acts.
SECTION 1.2 Special Meeting. At any time in the interval between annual
meetings, a special meeting of the stockholders may be called by the Chairman of
the Board or the President or by a majority of the Board of Directors by vote at
a meeting or in writing (addressed to the Secretary of the Corporation) with or
without a meeting.
SECTION 1.3 Place of Meetings. Meetings of stockholders shall be held at such
place in the United States as is set from time to time by the Board of
Directors.
SECTION 1.4 Notice of Meetings; Waiver of Notice. Not less than ten nor more
than 90 days before each stockholders' meeting, the Secretary shall give written
notice of the meeting to each stockholder entitled to vote at the meeting and
each other stockholder entitled to notice of the meeting. The notice shall state
the time and place of the meeting and, if the meeting is a special meeting or if
notice of the purpose is required by statute, the purpose of the meeting. Notice
is given to a stockholder when it is personally delivered to him, left at his
residence or usual place of business, or mailed to him at his address as it
appears on the records of the Corporation. Notwithstanding the foregoing
provisions, each person who is entitled to notice waives notice if he before or
after the meeting signs a waiver of the notice which is filed with the records
of stockholders' meetings, or is present at the meeting in person or by proxy.
SECTION 1.5 Quorum; Voting. Unless a statute or the Charter provides otherwise,
at a meeting of stockholders the presence in person or by proxy of stockholders
entitled to cast a majority of all the votes entitled to be cast at the meeting
constitutes a quorum, and a majority of all the votes cast at a meeting at which
a quorum is present is sufficient to approve any matter which properly comes
before the meeting, except that a plurality of all the votes cast at a meeting
at which a quorum is present is sufficient to elect a director.
SECTION 1.6 Adjournments. Whether or not a quorum is present, a meeting of
stockholders convened on the date for which it was called may be adjourned from
time to time by the stockholders present in person or by proxy by a majority
vote. Any business which might have been transacted at the meeting as originally
notified may be deferred and transacted at any such adjourned meeting at which a
quorum shall be present. No further notice of an adjourned meeting other than by
announcement shall be necessary if held on a date not more than 120 days after
the original record date.
SECTION 1.7 General Right to Vote; Proxies. Unless the Charter provides for a
greater or lesser number of votes per share or limits or denies voting rights,
each outstanding share of stock, regardless of class, is entitled to one vote on
each matter submitted to a vote at a meeting of stockholders and fractional
shares shall be entitled to corresponding fractions of one vote. In all
elections for Directors, each share of stock may be voted for as many
individuals as there are Directors to be elected and for whose election the
share is entitled to be voted. A stockholder may vote the stock he owns of
record either in person or by written proxy signed by the stockholder or by his
duly authorized attorney in fact. Unless a proxy provides otherwise, it is not
valid more than 11 months after its date.
SECTION 1.8 List of Stockholders. At each meeting of stockholders a full, true
and complete list of all stockholders entitled to vote at such meeting, showing
the number and class of shares held by each and certified by the transfer agent
for such class or by the Secretary, shall be furnished by the Secretary.
SECTION 1.9 Conduct of Voting. At all meetings of stockholders, unless the
voting is conducted by inspectors, the proxies and ballots shall be received,
and all questions touching the qualification of voters and the validity of
proxies and the acceptance or rejection of votes shall be decided by the
chairman of the meeting. If demanded by stockholders present in person or by
proxy entitled to cast 10% in number of votes entitled to be cast, or if ordered
by the chairman, the vote upon any election or question shall be taken by ballot
and, upon like demand or order, the voting shall be conducted by two inspectors,
in which event the proxies and ballots shall be received, and all questions
touching the qualification of voters and the validity of proxies and the
acceptance or rejection of votes shall be decided by such inspectors. Unless so
demanded or ordered, no vote need be by ballot and voting need not be conducted
by inspectors. The stockholders at any meeting may choose an inspector or
inspectors to act at such meeting, and in default of such election the chairman
of the meeting may appoint an inspector or inspectors. No candidate for election
as a director at a meeting shall serve as an inspector thereat.
SECTION 1.10 Informal Action by Stockholders. Any action required or permitted
to be taken at a meeting of stockholders may be taken without a meeting if there
is filed with the records of stockholders' meetings an unanimous written consent
which sets forth the action and is signed by each stockholder entitled to vote
on the matter and a written waiver of any right to dissent signed by each
stockholder entitled to notice of the meeting but not entitled to vote at it.
ARTICLE II
BOARD OF DIRECTORS
SECTION 2.1 Function of Directors. The business and affairs of the Corporation
shall be managed under the direction of its Board of Directors. All powers of
the Corporation may be exercised by or under authority of the Board of
Directors, except as conferred on or reserved to the stockholders by statute or
by the Charter or By-Laws.
SECTION 2.2 Number of Directors. The Corporation shall have at least three
Directors. The Corporation shall have three (3) Directors until changed as
herein provided. A majority of the entire Board of Directors may alter the
number of Directors set by the Charter to not exceeding 25 and not less than 3,
but the action may not affect the tenure of office of any director.
SECTION 2.3 Election and Tenure of Directors. Until the first annual meeting of
shareholders and until successors or additional Directors are duly elected and
qualify, the Board shall consist of the persons named as such in the Charter. At
the first annual meeting of stockholders and at each annual meeting thereafter,
the stockholders shall elect Directors to hold office until the next annual
meeting and until their successors are elected and qualify; provided, however,
that no shareholder meeting shall be held to elect directors unless otherwise
required by these Bylaws or the 1940 Act.
SECTION 2.4 Removal of Director. Unless a statute or the Charter provides
otherwise, the stockholders may remove any director, with or without cause, by
the affirmative vote of a majority of all the votes entitled to be cast for the
election of Directors.
SECTION 2.5 Vacancy on Board. The stockholders may elect a successor to fill a
vacancy on the Board of Directors which results from the removal of a director.
A director elected by the stockholders to fill a vacancy which results from the
removal of a director serves for the balance of the term of the removed
director. A majority of the remaining Directors, whether or not sufficient to
constitute a quorum, may fill a vacancy on the Board of Directors which results
from any cause except an increase in the number of Directors and a majority of
the entire Board of Directors may fill a vacancy which results from an increase
in the number of Directors; provided, in either case, that immediately after
filling such vacancy at least two-thirds of the Directors then holding office
shall have been elected to such office by the stockholders at an annual or
special meeting thereof. If at any time after the first annual meeting of
stockholders of the Corporation a majority of Directors in office shall consist
of Directors elected by the Board of Directors, a meeting of the stockholders
shall be called forthwith for the purpose of electing the entire Board of
Directors, and the terms of office of the Directors then in offices shall
terminate upon the election and qualification of such Board of Directors. A
director elected by the Board of Directors to fill a vacancy serves until the
next annual meeting of stockholders and until his successor is elected and
qualifies.
SECTION 2.6 Regular Meetings. After each meeting of stockholders at which a
Board of Directors shall have been elected, the Board of Directors so elected
shall meet as soon as practicable for the purpose of organization and the
transaction of other business; and in the event that no other time is designated
by the stockholders, the Board of Directors shall meet one hour after the time
for such stockholders' meeting or immediately following the close of such
meeting, whichever is later, on the day of such meeting. Such first regular
meeting shall be held at any place as may be designated by the stockholders, or
in default of such designation at the place designated by the Board of Directors
for such first regular meeting, or in default of such designation at the place
of the holding of the immediately preceding meeting of stockholders. No notice
of such first meeting shall be necessary if held as herein above provided. Any
other regular meeting of the Board of Directors shall be held on such date and
at any place as may be designated from time to time by the Board of Directors.
SECTION 2.7 Special Meetings. Special meetings of the Board of Directors may be
called at any time by the Chairman of the Board or the President or by a
majority of the Board of Directors by vote at a meeting, or in writing with or
without a meeting. A special meeting of the Board of Directors shall be held on
such date and at any place as may be designated from time to time by the Board
of Directors. In the absence of designation such meeting shall be held at such
place as may be designated in the call.
SECTION 2.8 Notice of Meeting. Except as provided in Section 2.6, the Secretary
shall give notice to each director of each regular and special meeting of the
Board of Directors. The notice shall state the time and place of the meeting.
Notice is given to a director when it is delivered personally to him, left at
his residence or usual place of business, or sent by telegraph or telephone, at
least 24 hours before the time of the meeting or, in the alternative by mail to
his address as it shall appear on the records of the Corporation, at least 72
hours before the time of the meeting. Unless the By-Laws or a resolution of the
Board of Directors provides otherwise, the notice need not state the business to
be transacted at or the purposes of any regular or special meeting of the Board
of Directors. No notice of any meeting of the Board of Directors need be given
to any director who attends, or to any director who, in writing executed and
filed with the records of the meeting either before or after the holding
thereof, waives such notice. Any meeting of the Board of Directors, regular or
special, may adjourn from time to time to reconvene at the same or some other
place, and no notice need be given of any such adjourned meeting other than by
announcement.
SECTION 2.9 Action by Directors. Unless a statute or the Charter or these
By-Laws requires a greater proportion, the action of a majority of the Directors
present at a meeting at which a quorum is present is action of the Board of
Directors. A majority of the entire Board of Directors shall constitute a quorum
for the transaction of business. In the absence of a quorum, the Directors
present by majority vote and without notice other than by announcement may
adjourn the meeting from time to time until a quorum shall attend. At any such
adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as originally
notified. Any action required or permitted to be taken at a meeting of the Board
of Directors maybe taken without a meeting, if an unanimous written consent
which sets forth the action is signed by each member of the Board and filed with
the minutes of proceedings of the Board.
SECTION 2.10 Meeting by Conference Telephone. Members of the Board of Directors
may participate in a meeting by means of a conference telephone or similar
communications equipment if all persons participating in the meeting can hear
each other at the same time. Participation in a meeting by these means
constitutes presence in person at a meeting.
SECTION 2.11 Compensation. By resolution of the Board of Directors a fixed sum
and expenses, if any, for attendance at each regular or special meeting of the
Board of Directors or of committees thereof, and other compensation for their
services as such or on committees of the Board of Directors, may be paid to
Directors. A director who serves the Corporation in any other capacity also may
receive compensation for such other services, pursuant to a resolution of the
Directors.
ARTICLE III
COMMITTEES
SECTION 3.1 Committees. The Board of Directors may appoint from among its
members an Executive Committee and other committees composed of two or more
Directors and delegate to these committees any of the powers of the Board of
Directors, except the power to declare dividends or other distributions on
stock, elect Directors, issue stock other than as provided in the next sentence,
recommend to the stockholders any action which requires stockholder approval,
amend the By-Laws, or approve any merger or share exchange which does not
require stockholder approval. If the Board of Directors has given general
authorization for the issuance of stock, a committee of the Board, in accordance
with a general formula or method specified by the Board by resolution or by
adoption of a stock option or other plan, may fix the terms of stock subject to
classification or reclassification and the terms on which any stock, may be
issued, including all terms and conditions required or permitted to be
established or authorized by the Board of Directors.
SECTION 3.2 Committee Procedure. Each committee may fix rules of procedure for
its business. A majority of the members of a committee shall constitute a quorum
for the transaction of business and the act of a majority of those present at a
meeting at which a quorum is present shall be the act of the committee. The
members of a committee present at any meeting, whether or not they constitute a
quorum, may appoint a director to act in the place of an absent member. Any
action required or permitted to betaken at a meeting of a committee may be taken
without a meeting, if an unanimous written consent which sets forth the action
is signed by each member of the committee and filed with the minutes of the
committee. The members of a committee may conduct any meeting thereof by
conference telephone in accordance with the provisions of Section 2.10.
SECTION 3.3 Emergency. In the event of a state of disaster of sufficient
severity to prevent the conduct and management of the affairs and business of
the Corporation by its Directors and officers as contemplated by the Charter and
the By-Laws, any two or more available members of the then incumbent Executive
Committee shall constitute a quorum of that Committee for the full conduct and
management of the affairs and business of the Corporation in accordance with the
provisions of Section 3.1. In the event of the unavailability, at such time, of
a minimum of two members of the then incumbent Executive Committee, the
available Directors shall elect an Executive Committee consisting of any two
members of the Board of Directors, whether or not they be officers of the
Corporation, which two members shall constitute the Executive Committee for the
full conduct and management of the affairs of the Corporation in accordance with
the foregoing provisions of this Section. This Section shall be subject to
implementation by resolution of the Board of Directors passed from time to time
for that purpose, and any provisions of the By-Laws (other than this Section)
and any resolutions which are contrary to the provisions of this Section or to
the provisions of any such implementary resolutions shall be suspended until it
shall be determined by any interim Executive Committee acting under this Section
that it shall be to the advantage of the Corporation to resume the conduct and
management of its affairs and business under all the other provisions of the
By-Laws.
ARTICLE IV
OFFICERS
SECTION 4.1 Executive and Other Officers. The Corporation shall have a
President, a Secretary, and a Treasurer who shall be the executive officers of
the Corporation. It may also have a Chairman of the Board; the Chairman of the
Board shall be an executive officer if he is designated as the chief executive
officer of the Corporation. The Board of Directors may designate who shall serve
as chief executive officer, having general supervision of the business and
affairs of the Corporation, or as chief operating officer, having supervision of
the operations of the Corporation; in the absence of designation the President
shall serve as chief executive officer and chief operating officer. The
Corporation may also have one or more Vice-Presidents, assistant officers, and
subordinate officers as may be established by the Board of Directors. A person
may hold more than one office in the Corporation but may not serve concurrently
as both President and Vice-President of the Corporation. The Chairman of the
Board shall be a director; the other officers may be Directors.
SECTION 4.2 Chairman of the Board. The Chairman of the Board, if one be elected,
shall preside at all meetings of the Board of Directors and of the stockholders
at which he shall be present; and, in general, he shall perform all such duties
as are from time to time assigned to him by the Board of Directors.
SECTION 4.3 President. The President, in the absence of the Chairman of the
Board, shall preside at all meetings of the Board of Directors and of the
stockholders at which he shall be present; he may sign and execute, in the name
of the Corporation, all authorized deeds, mortgages, bonds, contracts or other
instruments, except in cases in which the signing and execution thereof shall
have been expressly delegated to some other officer or agent of the Corporation;
and, in general, he shall perform all duties usually performed by a president of
a corporation and such other duties as are from time to time assigned to him by
the Board of Directors or the chief executive officer of the Corporation.
SECTION 4.4 Vice-Presidents. The Vice-President or Vice-Presidents, at the
request of the chief executive officer or the President, or in the President's
absence or during his inability to act, shall perform the duties and exercise
the functions of the President, and when so acting shall have the powers of the
President. if there be more than one Vice-President, the Board of Directors may
determine which one or more of the Vice-Presidents shall perform any of such
duties or exercise any of such functions, or if such determination is not made
by the Board of Directors, the chief executive officer, or the President may
make such determination; otherwise any of the Vice-Presidents may perform any of
such duties or exercise any of such functions. The Vice-President or
Vice-Presidents shall have such other powers and perform such other duties, and
have such additional descriptive designations in their titles (if any), as are
from time to time assigned to them by the Board of Directors, the chief
executive officer, or the President.
SECTION 4.5 Secretary. The Secretary shall keep the minutes of the meetings of
the stockholders, of the Board of Directors and of any committees, in books
provided for the purpose; he shall see that all notices are duly given in
accordance with the provisions of the By-Laws or as required by law; he shall be
custodian of the records of the Corporation; he may witness any document on
behalf of the Corporation, the execution of which is duly authorized, see that
the corporate seal is affixed where such document is required or desired to be
under its seal, and, when so affixed, may attest the same; and, in general, he
shall perform all duties incident to the office of a secretary of a corporation,
and such other duties as are from time to time assigned to him by the Board of
Directors, the chief executive officer, or the President.
SECTION 4.6 Treasurer. The Treasurer shall have charge of and be responsible for
all funds, securities, receipts and disbursements of the Corporation, and shall
deposit, or cause to be deposited, in the name of the Corporation, all moneys or
other valuable effects in such banks, trust companies or other depositories as
shall, from time to time, be selected by the Board of Directors; he shall render
to the President and to the Board of Directors, whenever requested, an account
of the financial condition of the Corporation; and, in general, he shall perform
all the duties incident to the office of a treasurer of a corporation, and such
other duties as are from time to time assigned to him by the Board of Directors,
the chief executive officer, or the President.
SECTION 4.7 Assistant and Subordinate Officers. The assistant and subordinate
officers of the Corporation are all officers below the office of Vice-President,
Secretary, or Treasurer. The assistant or subordinate officers shall have such
duties as are from time to time assigned to them by the Board of Directors, the
chief executive officer, or the President.
SECTION 4.8 Election, Tenure and Removal of Officers. The Board of Directors
shall elect the officers. The Board of Directors may from time to time authorize
any committee or officer to appoint assistant and subordinate officers. The
President serves for one year. All other officers shall be appointed to hold
their offices, respectively, during the pleasure of the Board. The Board of
Directors (or, as to any assistant or subordinate officer, any committee or
officer authorized by the Board) may remove an officer at any time. The removal
of an officer does not prejudice any of his contract rights. The Board of
Directors (or, as to any assistant or subordinate officer, any committee or
officer, authorized by the Board) may fill a vacancy which occurs in any office
for the unexpired portion of the term.
SECTION 4.9 Compensation. The Board of Directors shall have power to fix the
salaries and other compensation and remuneration, of whatever kind, of all
officers of the Corporation. It may authorize any committee or officer, upon
whom the power of appointing assistant and subordinate officers may have been
conferred, to fix the salaries, compensation and remuneration of such assistant
and subordinate officers.
ARTICLE V
STOCK
SECTION 5.1 No Certificates for Stock. No Stockholder shall be entitled to a
certificate which represent the shares of stock he holds in the Corporation.
Each stockholder shall receive a written or electronic confirmation of his or
her purchase of shares of the Corporation, which confirmation shall state the
name of the Corporation, the name of the stockholder or other person to whom the
shares are issued, and the class of stock and number of shares purchased. A
current prospectus which sets forth the designations and preferences, conversion
and other rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption of the class of stock
purchased by the Stockholder shall be delivered to the Stockholder prior to or
concurrently with such confirmation.
SECTION 5.2 Transfers. The Board of Directors shall have power and authority to
make such rules and regulations as it may deem expedient concerning the issue,
transfer and registration of the Corporation's stock; and may appoint transfer
agents and registrars thereof. The duties of transfer agent and registrar may be
combined.
SECTION 5.3 Record Date and Closing of Transfer Books. The Board of Directors
may set a record date or direct that the stock transfer books be closed for a
stated period for the purpose of making any proper determination with respect to
stockholders, including which stockholders are entitled to notice of a meeting,
vote at a meeting, receive a dividend, or be allotted other rights. The record
date may not be more than 90 days before the date on which the action requiring
the determination will be taken; the transfer books may not be closed for a
period longer than 20 days; and, in the case of a meeting of stockholders, the
record date or the closing of the transfer books shall be at least ten days
before the date of the meeting.
SECTION 5.4 Stock Ledger. The Corporation shall maintain a stock ledger which
contains the name and address of each stockholder and the number of shares of
stock of each class which the stockholder holds. The stock ledger may be in
written form or in any other form which can be converted within a reasonable
time into written form for visual inspection. The original or a duplicate of the
stock ledger shall be kept at the offices of a transfer agent for the particular
class of stock, or, if none, at the principal office in the State of Maryland or
the principal executive offices of the Corporation.
SECTION 5.5 Certification of Beneficial Owners. The Board of Directors may adopt
by resolution a procedure by which a stockholder of the Corporation may certify
in writing to the Corporation that any shares of stock registered in the name of
the stockholder are held for the account of a specified person other than the
stockholder. The resolution shall set forth the class of stockholders who may
certify; the purpose for which the certification may be made; the form of
certification and the information to be contained in it; if the certification is
with respect to a record date or closing of the stock transfer books, the time
after the record date or closing of the stock transfer books within which the
certification must be received by the Corporation; and any other provisions with
respect to the procedure which the Board considers necessary or desirable. On
receipt of a certification which complies with the procedure adopted by the
Board in accordance with this Section, the person specified in the certification
is, for the purpose set forth in the certification, the holder of record of the
specified stock in place of the stockholder who makes the certification.
ARTICLE VI
FINANCE
SECTION 6.1 Checks, Drafts, Etc. All checks, drafts and orders for the payment
of money, notes and other evidences of indebtedness, issued in the name of the
Corporation, shall, unless otherwise provided by resolution of the Board of
Directors, be signed by the President, a Vice-President or an Assistant
Vice-President and countersigned by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary.
SECTION 6.2 Annual Statement of Affairs. The Treasurer shall prepare annually a
full and correct statement of the affairs of the Corporation, to include a
balance sheet and a financial statement of operations for the preceding fiscal
year. The statement of affairs shall be submitted at any annual meeting of the
stockholders and, within 20 days after the meeting, placed on file at the
Corporation's principal office.
SECTION 6.3 Fiscal Year. The fiscal year of the Corporation shall be the twelve
calendar months period ending October 31 in each year, unless otherwise provided
by the Board of Directors.
SECTION 6.4 Dividends. If declared by the Board of Directors at any meeting
thereof, the Corporation may pay dividends on its shares in cash, property, or
in shares of the capital stock of the Corporation, unless such dividend is
contrary to law or to a restriction contained in the Charter.
SECTION 6.5 Custodian. All securities and cash of the Corporation shall be
placed in the custody of a bank or trust company("Custodian") having (according
to its last published report) not less than $2,000,000 aggregate capital,
surplus and undivided profits, provided such a Custodian can be found ready and
willing to act (or maintained in such other manner as is consistent with Section
17(f) of the 1940 Act and the rules and regulations promulgated thereunder). The
Corporation shall enter into a written contract with the Custodian regarding the
powers, duties and compensation of the Custodian with respect to the cash and
securities of the Corporation. The Corporation shall upon the resignation or
inability to serve of the Custodian use its best efforts to obtain a successor
custodian; require that the cash and securities owned by the Corporation be
delivered directly to the successor custodian; and in the event that no
successor custodian can be found, submit to the shareholders, before permitting
delivery of the cash and securities owned by the Corporation to other than a
successor custodian, the question whether or not the Corporation shall be
liquidated or shall function without a custodian.
ARTICLE VII
SUNDRY PROVISIONS
SECTION 7.1 Books and Records. The Corporation shall keep correct and complete
books and records of its accounts and transactions and minutes of the
proceedings of its stockholders and Board of Directors and of any executive or
other committee when exercising any of the powers of the Board of Directors. The
books and records of a Corporation may be in written form or in any other form
which can be converted within a reasonable time into written form for visual
inspection. Minutes shall be recorded in written form but maybe maintained in
the form of a reproduction. The original or a certified copy of the By-Laws
shall be kept at the principal office of the Corporation.
SECTION 7.2 Corporate Seal. The Board of Directors shall provide a suitable
seal, bearing the name of the Corporation, which shall be in the charge of the
Secretary. The Board of Directors may authorize one or more duplicate seals and
provide for the custody thereof. If the Corporation is required to place its
corporate seal to a document, it is sufficient to meet the requirement of any
law, rule, or regulation relating to a corporate seal to place the word "Seal"
adjacent to the signature of the person authorized to sign the document on
behalf of the Corporation.
SECTION 7.3 Bonds. The Board of Directors may require any officer, agent or
employee of the Corporation to give a bond to the Corporation, conditioned upon
the faithful discharge of his duties, with one or more sureties and in such
amount as may be satisfactory to the Board of Directors.
SECTION 7.4 Voting of Shares in Other Corporations. Stock of other corporations
or associations, registered in the name of the Corporation, may be voted by the
President, a Vice-President, or a proxy appointed by either of them. The Board
of Directors, however, may by resolution appoint some other person to vote such
shares, in which case such person shall been titled to vote such shares upon the
production of a certified copy of such resolution.
SECTION 7.5 Mail. Any notice or other document which is required by these
By-Laws to be mailed shall be deposited in the U.S. mail, postage prepaid.
SECTION 7.6 Execution of Documents. A person who holds more than one office in
the Corporation may not act in more than one capacity to execute, acknowledge,
or verify an instrument required by law, these Bylaws or any resolution approved
by the Board of Directors to be executed, acknowledged, or verified by more than
one officer.
SECTION 7.7 Amendments. Subject to the special provisions of Section 2.2: (a)
any and all provisions of these By-Laws may be altered or repealed and new
by-laws may be adopted at any annual meeting of the stockholders, or at any
special meeting called for that purpose, and (b) the Board of Directors shall
have the power, at any regular or special meeting thereof, to make and adopt new
by-laws, or to amend, alter or repeal any of the By-Laws of the Corporation.
/s/ Charlotte D. Cribbs
Charlotte D. Cribbs
Secretary
June 15, 2000
