<PAGE>
BYLAWS
OF
THE GENEVA AMERICAN GROUP, INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
ARTICLE I NAME, REGISTERED OFFICE, AND REGISTERED AGENT
Section 1. Name.......................................................... 57
Section 2. Registered Office and Registered Agent........................ 57
ARTICLE II SHAREHOLDERS MEETINGS
Section 1. Annual Meetings............................................... 57
Section 2. Special Meetings.............................................. 57
Section 3. Notice of Shareholders' Meeting............................... 57
Section 4. Place of Meetings............................................. 58
Section 5. Record Date................................................... 58
Section 6. Quorum........................................................ 58
Section 7. Voting........................................................ 58
Section 8. Proxies....................................................... 58
Section 9. Informal Action by Shareholders............................... 58
ARTICLE III BOARD OF DIRECTORS
Section 1. General Powers................................................ 59
Section 2. Number, Tenure, and Qualifications............................ 59
Section 3. Regular Meetings.............................................. 59
Section 4. Special Meetings.............................................. 59
Section 5. Quorum........................................................ 59
Section 6. Manner of Acting.............................................. 59
Section 7. Vacancies..................................................... 59
Section 8. Removal....................................................... 60
Section 9. Resignation................................................... 60
Section 10. Presumption of Assent......................................... 60
Section 11. Compensation.................................................. 60
Section 12. Informal Action by Directors.................................. 60
Section 13. Chairman...................................................... 60
</TABLE>
54
<PAGE>
<TABLE>
<S> <C>
ARTICLE IV OFFICERS
Section 1. Number........................................................ 61
Section 2. Election and Term of Office................................... 61
Section 3. Resignation................................................... 61
Section 4. Removal....................................................... 61
Section 5. Vacancies..................................................... 61
Section 6. President..................................................... 61
Section 7. Vice-President................................................ 62
Section 8. Secretary..................................................... 62
Section 9. Treasurer..................................................... 62
Section 10. Other Officers................................................ 62
Section 11. Salaries...................................................... 62
Section 12. Surety Bonds.................................................. 63
ARTICLE V COMMITTEES
Section 1. Executive Committee........................................... 63
Section 2. Other Committees.............................................. 63
Section 3. Ex-Officio Member............................................. 63
Section 4. Rules of Procedure............................................ 63
ARTICLE VI CONTRACTS, LOANS, CHECKS, AND DEPOSITS
Section 1. Contracts..................................................... 63
Section 2. Loans......................................................... 63
Section 3. Deposits...................................................... 64
Section 4. Checks and Drafts............................................. 64
Section 5. Bonds and Debentures.......................................... 64
ARTICLE VII CAPITAL STOCK
Section 1. Certificates of Shares........................................ 64
Section 2. Transfer of Shares............................................ 64
Section 3. Transfer Agent and Registrar.................................. 64
Section 4. Lost of Destroyed Certificates................................ 65
Section 5. Consideration for Shares...................................... 65
Section 6. Registered Shareholders....................................... 65
ARTICLE VIII INDEMNIFICATION
Section 1. Indemnification.............................................. 65
Section 2. Other Indemnification........................................ 66
</TABLE>
55
<PAGE>
<TABLE>
<S> <C>
Section 3. Insurance.................................................... 66
Section 4. Settlement by Corporation.................................... 66
ARTICLE IX WAIVER OF NOTICE................................................. 66
ARTICLE X AMENDMENTS....................................................... 66
ARTICLE XI FISCAL YEAR...................................................... 67
ARTICLE XII DIVIDENDS........................................................ 67
ARTICLE XIII CORPORATE SEAL................................................... 67
</TABLE>
56
<PAGE>
BYLAWS
OF
THE AMERICAN GROUP, INC.
ARTICLE I
NAME, REGISTERED OFFICE, AND REGISTERED AGENT
SECTION 1. NAME. The name of this corporation is The Geneva American Group,
Inc.
SECTION 2. REGISTERED OFFICE AND REGISTERED AGENT. The address of the
initial registered office of this corporation is 1209 Orange Street, Wilmington,
Delaware 19801. The name of the initial registered agent of this corporation at
that address is The Corporation Trust Company. The corporation shall at all
times maintain a registered office. The location of the registered office may be
changed by the Board of Directors. The corporation may also have offices in such
other places as the Board may from time to time designate.
ARTICLE II
SHAREHOLDERS MEETINGS
SECTION 1. ANNUAL MEETINGS. The annual meeting of the shareholders of the
corporation shall be held at such place within or without the State of Delaware
as shall be determined by the Board of Directors in compliance with these
Bylaws. The meeting shall be held on the 1st day of June of each year at 10:00
in the morning of such day, or another day and time as determined by the Board
of Directors. If such a day is a legal holiday, the meeting shall be on the next
business day. This meeting shall be for the election of Directors and for the
transaction of such other business as may properly come before it.
SECTION 2. SPECIAL MEETINGS.Special meeting of shareholders, other that
those regulated by statute, may be called at any time by the President or by a
majority of the Directors, and must be called by the President upon written
request of the holders of at least ten percent (10%) of the outstanding shares
entitled to vote at such special meeting. Written notice of such meeting stating
the place, the date and hour of the meeting, the purpose or purposes for which
it is called, and the name of the person by whom or at whose direction the
meeting is called shall be given to each shareholder of record in the came
manner as notice of the annual meeting. No business other than that specified in
the notice of the meeting shall be transacted at any such special meeting.
SECTION 3. NOTICE OF SHAREHOLDERS' MEETINGS. The Secretary shall give
written notice stating the place, the date, and hour of each shareholder meeting
and, in the case of a special meeting, the purpose(s) for which the meeting is
called, which shall be delivered not less than ten (10) not more that fifty (50)
days prior to the date of the meeting, either personally or by mail to each
shareholder entitled to vote at such meeting. If mailed, such notice shall be
deemed to be delivered
57
<PAGE>
when deposited in the United States mail, addressed the shareholder at his
address as it appears on the books of the corporation, with postage thereon
prepaid.
SECTION 4. PLACE OF MEETINGS. The Board of Directors may designate any
place, either within or without the State of Delaware, as the place of meeting
for any annual meeting or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the State of Delaware,
as the place for the holding of such meeting. If no designation is made, or if a
special meeting be otherwise called the place of meeting shall be the principal
business office of the corporation.
SECTION 5. RECORD DATE. The Board of Directors may fix a date not less than
ten (10) nor more than fifty (50) days prior to any meeting as the record date
for the purpose of determining shareholders entitled to notice of and to vote at
any such meeting of the shareholders. The stock transfer books may be closed by
the Board of Directors for a stated period not to exceed fifty (50) days for the
purpose of determining shareholders entitled to receive payment of any dividend,
or in order to make a determination of shareholders for any other purpose.
SECTION 6. QUORUM. A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at any meeting of shareholders. If less than a majority of the outstanding
shares is represented at any such meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
a meeting resumed after any such adjournment at which a quorum shall be present
or represented, any business may be transacted which might have been transacted
at the meeting as originally noticed. The shareholders present at any duly
assembled meeting at which a quorum is in attendance may continue to transact
business until adjournment, notwithstanding the withdrawal of shareholders in
such number that less than a quorum remain.
SECTION 7. VOTING. The holder an outstanding share entitled to vote at any
meeting may vote at such meeting in person or by proxy. Except as may be
otherwise provided in the Articles of Incorporation, every shareholder shall be
entitled to one vote for each share standing in his name on the records of the
corporation. Except as otherwise provided by law or as provided herein or as may
be otherwise provided in the Articles of Incorporation, all shareholder actions
shall be determined by a majority of the votes cast at any meeting of
shareholders where a quorum is present by the holders or proxies of shares
entitled to vote thereon.
SECTION 8. PROXIES. At all meetings of shareholders, a shareholder may vote
in person or by proxy executed in writing by the shareholder or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven (11) months from the date of its execution, unless otherwise provided in
the proxy.
SECTION 9. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be taken
at a meeting of the shareholders, or any action which may be taken at a meeting
of the shareholders, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.
58
<PAGE>
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS. The business and affairs of the corporation
shall be managed by its Board of Directors. The Board of Directors may adopt
such rules and regulations for the conduct of its meetings for the management of
the corporation as it deems proper.
SECTION 2. NUMBER, TENURE, AND QUALIFICATIONS. The number of Directors of
the corporation shall not be less than two (2). Unless removed pursuant to
Section 8, each Director shall hold office until the next annual meeting of
shareholders and until his successor shall have been duly elected and qualified.
Directors need not be residents of the State of Delaware or shareholders of the
corporation.
SECTION 3. REGULAR MEETINGS. A regular meeting of the Board of Directors
shall be held without other notice than by this Bylaw, immediately following
after and at the same place as the annual meeting of shareholders. The Board of
Directors may provide, by resolution, the time and place for the holding of
additional regular meetings without other notice than such resolution.
SECTION 4. SPECIAL MEETINGS. Special Meetings of the Board of Directors may
be called by order of the Chairman of the Board, the President, or by one-third
of the Directors. The Secretary shall give notice of the time and place of each
special meeting by mailing the same at least five (5) days before the meeting or
by telephoning or telegraphing the same at least two () days before the meeting
to each Director.
SECTION 5. QUORUM. A majority of the members of the Board of Directors
shall constitute a quorum for the transaction of business, but less than a
quorum may adjourn any meeting from time to time until a quorum shall be
present, whereupon the meeting may be held, as adjourned, without further
notice. At any meeting at which every Director shall be present, even though
without any notice, any business may be transacted.
SECTION 6. MANNER OF ACTING. At all meetings of the Board of Directors,
each Director shall have one vote. The act of a majority present at a meeting
shall be the act of the Board of Directors, provided a quorum is present.
SECTION 7. VACANCIES. A vacancy in the Board of Directors shall be deemed
to exist in case of death, resignation, or removal of any Director, or if the
authorized number of Directors be increased, or if the shareholders fail, at any
meeting of shareholders at which any Director is to be elected, to elect the
full, authorized number to be elected at that meeting. If any vacancy shall
occur in the Board of Directors through death, resignation, removal, or other
cause, or if it should appear desirable to have additional Directors serve on an
interim basis until the next annual meeting of shareholders, the remaining
Directors may, by the vote of the majority of such remaining Directors, appoint
such persons as substitute Directors or new interim Directors who shall be
Directors during such absence, disability, or interim period or until the next
annual meeting of
59
<PAGE>
shareholders. The determination by the Board of Directors, as shown on the
minutes, if the fact of such absence or disability or the desirability of an
interim Director and the duration of the terms for such Director shall be
conclusive as to all persons and the corporation.
SECTION 8. REMOVAL. A Director may be removed at any time without cause by
vote of the shareholders holding more than 50% of the shares outstanding and
entitled to vote. Such vacancy may be filled by the Directors then in office,
though less than a quorum, and any person so designated or appointed shall hold
office until the next annual meeting or until his successor duly elected and
qualified; PROVIDED that any directorship to be filled by reason of removal by
the shareholders may be filled by election by the shareholders at the meeting at
which the Director is removed. No reduction of the authorized number of
Directors shall have the effect of removing any Director prior to the expiration
of his term of office.
SECTION 9. RESIGNATION. A Director may resign at any time by delivering
written notification thereof to the President or Secretary of the corporation.
Resignation shall become effective upon its acceptance by the Board of
Directors; provided, however, that if the Board of Directors has not acted
thereon within ten (10) days after the date of its delivery, the resignation
shall be deemed accepted upon the 10th day.
SECTION 10. PRESUMPTION OF ASSENT. A Director who is present at a meeting
of the Board of Directors at which action on any corporate matter is taken shall
be presumed to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as the secretary of the meeting
before the adjournment therefor or shall forward such dissent by registered mail
to the Secretary of the corporation immediately after adjournment of the
meeting. Such right of dissent shall not apply to a Director who voted in favor
of such action.
SECTION 11. COMPENSATION. By resolution of the Board of Directors, the
Directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a fixed sum for the attendance at each
such meeting 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 .
SECTION 12. INFORMAL ACTION BY DIRECTORS. Any action required to be taken
at a meeting of Directors or any action which may be taken at a meeting of
Directors, may be taken without a meeting by a written consent, setting forth
the action so taken , signed by all of the Directors of the corporation.
SECTION 13. CHAIRMAN. The Board of Directors may elect from its own number
a Chairman of the Board, who shall preside at all meetings of the Board of
Directors, and shall perform such other duties as may be prescribed from time to
time by the Board of Directors.
60
<PAGE>
ARTICLE IV
OFFICERS
SECTION 1. NUMBER. The officers of the corporation shall be a President, no
Vice-Presidents or one or more Vice-Presidents as determined from time to time
by the Board of Directors, a Secretary, and a Treasurer, each of whom shall be
elected by the Board of Directors. Such other officers and assistant officers as
may be deemed necessary may be elected or appointed by the Board of Directors.
In its discretion, the Board of Directors may leave unfilled for any such period
as it may determine any office except those of President and Secretary. Any two
or more offices of President and Secretary. Officers need not be Directors or
shareholders of the corporation.
SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation to
be elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after each annual
meeting of the shareholders. If the election of officers shall no be held at
such meeting, such election shall be held as soon thereafter as convenient. Each
officer shall hold office until his successor shall have been duly elected and
shall have qualified or until his death or until he shall resign or shall have
been removed in the manner hereinafter provided.
SECTION 3. RESIGNATION. Any officer may resign at any time by delivering a
written resignation ether to the President or to the Secretary. Unless otherwise
specified therein, such resignation shall take effect upon delivery.
SECTION 4. REMOVAL. Any officer or agent may be removed by the Board of
Directors, with or without cause, whenever in its judgement the best interests
of the corporation will be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. Election or
appointment of an officer or agent shall not of itself create contract rights.
Any such removal shall require a vote of the Board of Directors, exclusive of
the officer in question of he is also a Director.
SECTION 5. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise, or if a new office shall
be created, may be filled by the Board of Directors for the unexpired portion of
the term.
SECTION 6. PRESIDENT. The president shall be the chief executive and
administrative officer of the corporation. He shall preside at all meetings of
the shareholders and, in the absence of the Chairman of the Board, at meetings
of the Board of Directors. He shall exercise such duties as customarily pertain
to the office of President and shall have general and active supervision over
the property, business, and affairs of the corporation and over its several
officers. He may appoint officers, agents, or employees other than those
appointed by the Board of Directors. He may sign, execute, and deliver in the
name of the corporation notes, powers of attorney, contracts, bonds, and other
obligations, and shall perform such other duties as may be prescribed from time
to time by the Board of Directors or by these By-laws.
61
<PAGE>
SECTION 7. VICE-PRESIDENTS. Vice-Presidents shall have such powers and
perform such duties as may be assigned to them by the Board of Directors or by
the President. In the absence or disability of the President, the Vice-President
designated by the Board or by the President shall perform the duties by the
Board or by the President shall perform the duties and exercise the powers of
the President. A Vice-President may sign and execute contracts and other
obligations pertaining to the regular course of his duties.
SECTION 8. SECRETARY. The Secretary shall, subject to the direction of the
President or a designated Vice-President, keep the minutes of the President or
designated Vice-President, keep the minutes of all meetings of the shareholders
and of the Board of Directors and, to the extent ordered by the Board of
Directors or the President, the minutes of meetings of all committees. He shall
cause notice to be given of meetings of shareholders, of the Board of Directors,
and of any committee appointed by the Board. He shall have custody of the
corporate seal and general charge of the records, documents, and papers of the
corporation not pertaining to the performance of the duties vested in other
officers, which records, documents, and papers shall at all reasonable times be
open to examination by any Director. He may sign or execute notes and contracts
with the President or a Vice-President thereunto authorized in the name of the
corporation and affix the seal of the corporation thereto. Her shall perform
such other duties as may be prescribed from time to time by the Board of
Directors or by these Bylaws. He shall be sworn to the faithful discharge of his
duties. If necessary, assistant Secretaries shall assist the Secretary and shall
keep and record such minutes as shall be directed by the Board of Directors.
SECTION 9. TREASURER. The Treasurer shall, subject to the direction of the
President or a designated Vice President, have general custody and control of
the collection and disbursement of funds of the corporation. He shall sign, with
the President, on behalf of the corporation for collection checks, notes, and
other obligations, and shall deposit the same to the credit of the corporation
in such bank(s) or depositories as the Board of Directors may designate. He may
sign, with the President or such other persons as may be designated for the
purpose by the Board of Directors, all bills of exchange or promissory notes of
the corporation. He shall enter or cause to be entered regularly in the books of
the corporation full and accurate account of all monies received and paid by him
or under his direction on account of the corporation. He shall at all reasonable
times exhibit his books and accounts to any Director of the corporation upon
timely application at the office of the corporation during business hours, and,
whenever required by the Board of Directors or the President, he shall render a
statement of his accounts. He shall perform such other duties as may be
prescribed from time to time by the Board of Directors or by the Bylaws.
SECTION 10. OTHER OFFICERS. Other officers shall perform such duties and
have such powers as may be assigned to them by the Board of Directors.
SECTION 11. SALARIES. The salaries or other compensation of the officers of
the corporation shall be fixed from time to time by the Board of Directors,
except that the Board of Directors may delegate to any person or group of
persons the power to fix the salaries or other compensation of any subordinate
officers or agents. No officer shall be prevented from receiving any such salary
or compensation by reason of the fact that he is also a Director of the
corporation.
62
<PAGE>
SECTION 12. SURETY BONDS. If the Board of Directors shall so require, any
officer or agent of the corporation shall execute to the corporation a bond in
such sums and with such surety or sureties as the Board of Directors may direct.
ARTICLE V
COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE. The Board of Directors may appoint from
among its members an executive committee of not less than two (2) and shall
designate one of such members as Chairman. The Board may also designate one or
more of its members as alternatives to serve as members of the Executive
Committee in the absence or disability of a regular member (s). The Board of
Directors reserves to itself alone the power to declare dividends, issue stock,
recommend to stockholders any action requiring their approval, change the
membership of any committee at any time, fill vacancies therein, and disband any
committee either with or without cause at any time. Subject to the foregoing
limitations and any other limitations imposed by law, the Executive Committee
shall posses and exercise all other powers of the Board of Directors during the
intervals between meetings.
SECTION 2. OTHER COMMITTEES. The Board of Directors may also appoint from
among its own members such other committees as the Board of Directors may
determine. Such committees shall in each case consist of not less than two (2)
Directors, and shall have such powers and duties as shall from time to time be
prescribed by the board.
SECTION 3. EX-OFFICIO MEMBER. If not appointed to be a member of a
committee, the President shall be a member ex-officio of each committee
appointed by the Board of Directors.
SECTION 4. RULES OF PROCEDURE. A majority of the members of any committee
may fix the rules of procedure for such committee.
ARTICLE VI
CONTRACTS, LOANS, CHECKS, AND DEPOSITS
SECTION 1. CONTRACTS. The Board of Directors may authorize any officer(s),
of agent(s), to enter into any contract or execute and deliver any instrument in
the name and on behalf of the corporation, and such authority may be either
general or confined to specific instances.
SECTION 2. LOANS. No loan or advances shall be contracted on behalf of the
corporation, no negotiable paper or other evidence of its obligation under any
loan or advance shall be issued in its name, and no property of the corporation
shall be mortgaged, pledged, hypothecated, or transferred as security for the
payment of any loan, advance indebtedness, or liability of the corporation
unless and except as authorized by the Board of Directors. Any such
authorization may be either general or confined to specific instances.
63
<PAGE>
SECTION 3. DEPOSITS. All funds of the corporation not otherwise employed
shall be deposited form time to time to the credit of the corporation in such
banks, trust companies, or other depositories as the Board of Directors may
select, or as may be selected by an officer or agent so authorized by the Board
of Directors.
SECTION 4. CHECKS AND DRAFTS. All notes, drafts, acceptances, checks,
endorsements, and evidences of indebtedness of the corporation shall be signed
by the President and by the Treasurer of the corporation and in such manner as
the Board of Directors from time to time may determine. Endorsements for deposit
to the credit of the corporation in any of its duly authorized depositories
shall be made in such manner as the Board of Directors from time to time may
determine.
SECTION 5. BONDS AND DEBENTURES. Every bond or debenture issued by the
corporation shall be evidenced by an appropriate instrument which shall be
signed by the President or a Vice-President and by the Treasurer or by the
Secretary and the seal of the corporation may, but need not, be affixed thereto.
ARTICLE VII
CAPITAL STOCK
SECTION 1. CERTIFICATES OF SHARES. The shares of the corporation shall be
represented by certificates prepared under the direction of the Board of
Directors and signed by the President or the Vice-President and by the
Secretary, and sealed with the seal of the corporation or a facsimile thereof.
The signatures of such officers upon a certificate may be facsimiles if the
certificate is countersigned by a transfer agent or registered by a registrar
other than the corporation itself or one of its employees. All certificate for
shares shall be consecutively numbered or otherwise identified. The name and
address of the person to whom the shares are issued and the date of issued and
the date of issue shall be entered o the stock transfer books of the
corporation. All certificates surrendered to the corporation for transfer shall
be cancelled and kept with the stock records. No new certificates shall be
issued until the former certificate for a like number of shares shall have been
surrendered and cancelled, except that in case of a lost, destroyed, or
mutilated certificate, a new one may be issued therefor upon such terms of
indemnity to the corporation as the Board of Directors may prescribe.
SECTION 2. TRANSFERS OF SHARES. Transfers of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder
of record thereof or by his legal representative, or by his attorney thereunto
authorized by a power of attorney duly executed and such representative or
attorney shall furnish proper evidence of his authority to so transfer the
shares to the Secretary of the Corporation upon the surrender for cancellation
of the certificate for such shares. The person in whose name shares stand on the
stock transfer books of the corporation shall be deemed by the corporation to be
the owner thereof for all purposes.
SECTION 3. TRANSFER AGENT AND REGISTRAR. The Board of Directors shall have
power to appoint one or more transfer agents and registrars, who may also be
employees of the
64
<PAGE>
corporation, for the transfer and registration of certificates of stock of any
class, and may require that stock certificates shall be countersigned ad
registered by one or more of such transfer agents and registrars.
SECTION 4. LOST OR DESTROYED CERTIFICATES. The Board of Directors may
direct a new certificate to be issued to replace any certificate theretofore
issued by the corporation and alleged to have been lost or destroyed if the new
owner makes an affidavit that the certificate is lost or destroyed. The Board of
Directors may, at its discretion, require the owner of such certificate or his
legal representative to give the corporation a bond in such sum and with such
sureties as the Board of Directors may directs to indemnify the corporation and
transfer agents and registrars, if any, against claims that may be made on
account of the issuance of such new certificates. A new certificate may be
issued without requiring any bond.
SECTION 5. CONSIDERATION FOR SHARES. The capital stock of the corporation
shall be issued for such consideration as shall be fixed from time to time by
the Board of Directors, but in no event shall such value be less than the par
value of such shares. In the absence of fraud, the determination of the Board of
Directors as to the value of any property or services received in full or in
partial payment for shares shall be conclusive.
SECTION 6. REGISTERED SHAREHOLDERS. The corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder thereof
in fact and shall not be bound to recognize any equitable or other claim to or
interest in the shares.
ARTICLE VIII
INDEMNIFICATION
SECTION 1. INDEMNIFICATION. Subject to the requirements of the Delaware
General Corporation Law, no officer or director shall be personally liable for
any obligations of the corporation or for any duties or obligations arising of
the corporation or for any duties or obligations arising our of any acts or
conduct of said officer or Director performed for or on behalf of the
corporation. To the fullest extent allowable by the Delaware General Corporation
Law, the corporation shall and does hereby indemnify and hold harmless each
person and his heirs and administrators who shall serve at any rime as a
Director or officer of the corporation from and against any and all claims,
judgements, and liabilities to which such persons shall become subject by reason
of his having heretofore, or by reason of any action alleged to have been taken
by him as such Director or officer, and shall reimburse any such person for all
legal and other expenses reasonably incurred by him in connection with any such
claim or liability; provided that the corporation shall have the power to defend
such person form all suits or claims as provided for under the provisions of the
Delaware General Corporation Law; PROVIDED FURTHER, however, that no such person
shall be indemnified against, or be reimbursed for, or be defended against any
expense or liability incurred in connection with any claim or action arising our
of is own negligence or willful misconduct. The rights accruing to any person
under the foregoing provisions of this section shall not exclude any other right
to which he may lawfully be entitled, nor shall anything herein contained
restrict the right of the corporation to indemnify or reimburse such person in
any proper case, even though no specifically provided for herein or otherwise
permitted. The corporation, its Directors, officers, employees, and agents shall
be fully protected
65
<PAGE>
in taking any action or making any payment, or in refusing so to do in reliance
upon the advice of counsel.
SECTION 2. OTHER INDEMNIFICATION. The indemnification herein provided shall
not be deemed exclusive of any other right to indemnification to which any
person seeking indemnification may be entitled under any bylaw, agreement, vote
of stockholders or disinterest Directors, or otherwise, both as to action taken
in his official capacity and as to action taken in any other capacity while
holding such office. It is the intent hereof that all officers and Directors be
and hereby are indemnified to the fullest extent permitted by the laws of the
State of Delaware and these Bylaws. The indemnification herein provided shall
continue as to any person who has ceased to be a Director, officer, or employee,
and shall inure to the benefit of the heirs, estate, and personal representative
of any such person.
SECTION 3 INSURANCE. The Board of Directors may, in its discretion, direct
that the corporation purchase and maintain insurance on behalf of any person who
is or was a Director, officer, or employee 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 liability under the
provisions of this section.
SECTION 4. SETTLEMENT BY CORPORATION. The right of any person to be
indemnified shall be subject always to the right of the corporation by the Board
of Directors, in lieu of such indemnity, to settle any claim, action, suit , or
proceeding at the expense of the corporation by the expenses incurred in
connection therewith.
ARTICLE IX
WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder or Director
of the corporation under the provisions of these Bylaws or under the provisions
of the Articles of Incorporation or under the provisions of the Delaware General
Corporation Law, a waiver thereof in writing signed by the person(s) entitled to
such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice. Attendance at any meeting shall
constitute a waiver of notice of such meeting, except where attendance is for
the express purpose of objecting to the legality of that meeting.
ARTICLE X
AMENDMENTS
These Bylaws may be altered, amended, repealed, or new Bylaws adopted by a
majority vote of the entire Board of Directors at any regular or special
meeting. Any Bylaw adopted by the Board may be repealed or changed by a majority
vote of the shareholders.
66
<PAGE>
ARTICLE XI
FISCAL YEAR
The fiscal year end of the corporation shall be fixed and may be varied by
resolution of the Board of Directors.
ARTICLE XII
DIVIDENDS
The Board of Directors may at any regular or special meeting, as it deems
advisable, declare dividends payable out of the surplus of the corporation.
ARTICLE XIII
CORPORATE SEAL
The corporation shall have an official seal which shall bear the name of
the corporation and the state and year of incorporation. The seal may be in
metal, rubber stamp, or such other lawful form as the Board of Directors may
determine.
I certify that the foregoing Bylaws are the Bylaws of the Geneva American
Group, Inc. and that the same remains in effect and unchanged to the present
date.
Dated this _______ day of ___________________, 2000.
---------------------------------
[Signature, Title]
67
