BY-LAWS
OF
PACIFIC TELCOM, INC.
ARTICLE I
OFFICES
The corporation shall continuously maintain in the State of Illinois a
registered office and a registered agent whose business office is identical with
such registered office, and may have other offices within or without the state.
ARTICLE II
SHAREHOLDERS
SECTION 1. ANNUAL MEETING. An annual meeting of the shareholders shall be held
on the first Tuesday in May of each year or at such time as the board of
directors may designate for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday, such meeting shall be
held on the next succeeding business day.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be called
either by the president, by the board of directors or by the holders of not less
than one-fifth of all the outstanding shares of the corporation entitled to
vote, for the purpose or purposes stated in the call of the meeting.
SECTION 3. PLACE OF MEETING. The board of directors may designate any place, as
the place of meeting for any annual meeting or for any special meeting called by
the board of directors. If no designation is made, or if a special meeting be
otherwise called, the place of meeting shall be at the registered office.
SECTION 4. NOTICE OF MEETINGS. Written notice stating 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 delivered not less than 10 nor more
than 60 days before the date of the meeting, or in the case of a merger,
consolidation, share exchange, dissolution or sale, lease or ex-change of assets
not less than 20 nor more than 60 days before the date of the meeting, either
personally or by mail by or at the direction of the president, or the secretary,
or the officer or persons calling the meeting, to each shareholder of record
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail addressed to the shareholder
at his or her address as it appears on the records of the corporation, with
postage thereon prepaid. When a meeting is adjourned to another time or place,
notice need not be given of the adjourned meeting if the time and place thereof
are announced at the meeting at which the adjournment is taken.
SECTION 5. FIXING OF RECORD DATE. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders, or
shareholders entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the board of
directors of the corporation may fix in advance a date as the record date for
any such determination of shareholders, such date in any case to be not more
than 60 days and for a meeting of shareholders, not less than 10 days, or in the
case of a merger, consolidation, share exchange, dissolution or sale, lease or
exchange of assets , not less than 20 days before the date of such meeting. If
no record date is fixed for the determination of shareholders entitled to notice
of or to vote at a meeting of shareholders, or shareholders entitled to receive
payment of a dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the board of directors declaring such
dividend is adopted, as the case may be, shall be the record date for such
determination of shareholders. A determination of shareholders shall apply to
any adjournment of the meeting.
<PAGE>
SECTION 6. VOTING LISTS. The officer or agent having charge of the transfer book
for shares of the corporation shall make, within 20 days after the record date
for a meeting of shareholders or 10 days before such meeting, whichever is
earlier, a complete list of the shareholders entitled to vote at such meeting,
arranged in alphabetical order, with the address of and the number of shares
held by each, which list, for a period of 10 days prior to such meeting, shall
be kept on file at the registered office of the corporation and shall be subject
to inspection by any shareholder, and to copying at the shareholder's expense,
at any time during usual business hours. Such list shall also be produced and
kept open at the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting. The original
share ledger or transfer book, or a duplicate thereof kept in this State, shall
be prima facie evidence as to who are the shareholders entitled to examine such
list or share ledger or transfer book or to vote at any meeting of shareholders.
SECTION 7. QUORUM. The holders of a majority of the outstanding shares of the
corporation entitled to vote on a matter, represented in person or by proxy,
shall constitute a quorum for consideration of such matter at any meeting of
shareholders, but in no event shall a quorum consist of less than one-third of
the outstanding shares entitled so to vote, provided that if less than a
majority of the outstanding shares are represented at said meeting, a majority
of the shares so represented may adjourn the meeting at any time without further
notice. If a quorum is present, the affirmative vote of the majority of the
shares represented at the meeting shall be the act of the shareholders, unless
the vote of a greater number or voting by classes is required by the
Business Corporation Act, the articles of incorporation or these by-laws. At any
adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the original meeting. Withdrawal
of shareholders from any meeting shall not cause failure of a duly constituted
quorum at that meeting.
SECTION 8. PROXIES. Each shareholder may appoint a proxy to vote or otherwise
act for him or her by signing an appointment form and delivering it to the
person so appointed, but no such proxy shall be valid after 11 months from the
date of its execution, unless otherwise provided in the proxy.
SECTION 9. VOTING OF SHARES. Each outstanding share, regardless of class, shall
be entitled to one vote in each matter submitted to vote at a meeting of
shareholders, and in all elections for directors, every shareholder shall have
the right to vote the number of shares owned by such shareholder
for as many persons as there are directors multiplied by the number of such
shares or to distribute such cumulative votes in any proportion among any number
of candidates. Each shareholder may vote either in person or by proxy as
provided in SECTION 8 hereof.
SECTION 10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares held by the corporation
in a fiduciary capacity may be voted and shall be counted in determining the
total number of outstanding shares entitled to vote at any given time.
Shares registered in the name of another corporation, domestic or foreign, may
be voted by any officer, agent, proxy or other legal representative authorized
to vote such shares under the law of incorporation of such corporation.
Shares registered in the name of a deceased person, a minor ward or a person
under legal disability, may be voted by his or her administrator, executor or
court appointed guardian, either in person or by proxy without a transfer of
such shares into the name of such administrator, executor or court appointed
guardian. Shares registered in the name of a trustee may be voted by him or her,
either in person or by proxy.
Shares registered in the name of a receiver may be voted by such receiver, and
shares held by or under the control of a receiver may be voted by such receiver
without the transfer thereof into his or her name if authority to do so is
contained in an appropriate order of the court by which such receiver was
appointed. A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been
<PAGE>
transferred into the name of the pledgee, and thereafter the pledgee shall be
entitled to vote the shares so transferred.
Any number of shareholders may create a voting trust for the purpose of
conferring upon a trustee or trustees the right to vote or otherwise represent
their shares, for a period not to exceed 10 years, by entering into a written
voting trust agreement specifying the terms and conditions of the voting trust,
and by transferring their shares to such trustee or trustees for the purpose of
the agreement. Any such trust agreement shall not become effective until a
counterpart of the agreement is deposited with the corporation at its registered
office. The counterpart of the voting trust agreement so deposited with the
corporation shall be subject to the same right of examination bya shareholder of
the corporation, in person or by agent or attorney, as are the books and records
of the corporation, and shall be subject to examination by any holder of a
beneficial interest in the voting trust, either in person or by agent or
attorney, at any reasonable time for any proper purpose.
Shares of its own stock belonging to this corporation shall not be voted,
directly or indirectly, at any meeting and shall not be counted in determining
the total number of outstanding shares at any given time, but shares of its own
stock held by it in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares at any given time.
SECTION 11. CUMULATIVE VOTING. In all elections for directors, every
shareholder shall have the right to vote in person or by proxy, the number of
shares owned by him/her, for as many persons as there are directors to be
elected, or to cumulate such votes and give one candidate as many votes as the
number of directors multiplied by the number of his/her shares shall equal, or
to distribute them on the same principle among as many candidates as he/she
shall think fit. The articles of incorporation may be amended to limit or
eliminate cumulative voting rights in all or specified circumstances, or to
limit or deny voting rights or to provide special voting rights as to any class
or classes or series of shares of the corporation.
SECTION 12. INSPECTORS. At any meeting of shareholders, the presiding officer
may, or upon the request of any shareholder, shall appoint one or more persons
as inspectors for such meeting.
Such inspectors shall ascertain and report the number of shares represented at
the meeting, based upon their determination of the validity and effect of
proxies; count all votes and report the results; and do such other acts as are
proper to, conduct the election and voting with impartiality and fairness to all
the shareholders.
Each report of an inspector shall be in writing and signed by him or her or by a
majority of them if there be more than one, inspector acting at such meeting. If
there is more than one inspector, the report of a majority shall be the report
of the inspectors. The report of the inspector or inspectors on the number of
shares represented at the meeting and the results of the voting shall be prima
facie evidence thereof.
SECTION 13. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be taken at
a meeting of the shareholders, or any other action which may be taken at a
meeting of the shareholders, may be taken without a meeting and without a vote,
if a consent in writing, setting forth the action so taken shall be signed
(a) if 5 days prior notice of the proposed action is given in writing to all of
the shareholders entitled to vote with respect to he subject matter hereof, by
the holders of outstanding shares having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voting or (b)
by all of the shareholders entitled to vote with respect to the subject matter
thereof.
Prompt notice of the taking of the corporate action with out a meeting by less
than unanimous written consent shall be given in writing to those shareholders
who have not consented in writing In the event that the action which is
consented to is such as would have required the filing of a certificate under
any section of the Business Corporation Act if such action had been voted only
the shareholders at a meeting thereof, the certificate filed under such
selection shall state, in lieu of any statement required by such section
<PAGE>
concerning any vote of shareholders that written notice and consent have been
given in accordance with the provisions of the Business Corporation Act
governing informal action by shareholders.
SECTION 14. VOTING BY BALLOT. Voting on any question or in any election may be
by voice unless the presiding officer shall order or any shareholder shall
demand that voting be by ballot.
ARTICLE III
DIRECTORS
SECTION 1. GENERAL POWERS. The business of the corporation shall be managed by
or under the direction of its board of directors. A majority of the board of
directors may establish reasonable compensation for their services and the
services of other officers, irrespective of any personal interest.
SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the
corporation shall be one. Each director shall hold office until the next annual
meeting of shareholders; or until his successor shall have been elected and
qualified. Directors need not be residents of Illinois or shareholders of the
corporation. The number of directors may be increased or decreased from time to
time by the amendment of this section. No decrease shall have the effect of
shortening the term of any incumbent director.
SECTION 3. REGULAR MEETINGS. A regular meeting of the board of directors shall
be held without other notice than this by-law, immediately after the annual
meeting of shareholders. The board of directors may provide, by resolution, the
time and place for 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 or at the request of the president or any two directors. The person or
persons authorized to call special meetings of the board of directors may fix
any place as the place for holding any special meeting of the board of directors
called by them.
SECTION 5. NOTICE. Notice of any special meeting shall be given at least days
previous thereto by written notice to each director at his business address. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail so addressed, with postage thereon prepaid. If notice be given by
telegram, such notice shall be deemed to be delivered when the telegram is
delivered to the telegram company. The attendance of a director at any meeting
shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the board of directors need be specified in the notice or waiver of notice
of such meeting.
SECTION 6. QUORUM. A majority of the number of directors fixed by these by-laws
shall constitute a quorum for transaction of business at any meeting of the
board of directors, provided that if less than a majority of such number of
directors are present at said meeting, a majority of the directors present may
adjourn the meeting at any time without further notice.
SECTION 7. MANNER OF ACTING. The act of the majority of the directors present at
a meeting at which a quorum is present shall be the act of the board of
directors, unless the act of a greater number is required by statute, these
by-laws, or the articles of incorporation.
SECTION 8. VACANCIES. Any vacancy on the board of directors may be filled by
election at the next annual or special meeting of shareholders. A majority of
the board of directors may fill any vacancy prior to such annual or special
meeting of shareholders.
<PAGE>
SECTION 9. RESIGNATION AND REMOVAL OF DIRECTORS. A director may resign at any
time upon written notice to the board of directors. A director may be removed
with or without cause, by a majority of shareholders if the notice of the
meeting names the director or directors to be removed at said meeting.
SECTION 10. INFORMAL ACTION BY DIRECTORS. The authority of the board of
directors may be exercised without a meeting if a consent in writing, setting
forth the action taken, is signed by all of the directors entitled to vote.
SECTION 11. COMPENSATION. The board of directors, by the affirmative vote of a
majority of directors then in office, and respective of any personal interest of
any of its members, shall have authority to establish reasonable compensation of
all directors for services to the corporation as directors, officers or
otherwise notwithstanding any director conflict of interest. By resolution of
the board of directors, the directors may be paid their expenses, if any, of
attendance at each meeting of the board. No such payment previously mentioned in
this section shall preclude any director from serving the corporation in any
other capacity and receiving compensation therefore.
SECTION 12. PRESUMPTION OF ASSENT. A director of the corporation who is present
at a meeting of the board of directors at which action on any corporate matter
is taken shall be conclusively presumed to have assented to the action taken
unless his or her dissent shall be entered in the minutes of the meeting or
unless he or she shall file his or her written dissent to such action with the
person acting as the secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered or certified mail to the secretary of
the corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.
SECTION 13. COMMITTEES. A majority of the board of directors may create one or
more committees of two or more members to exercise appropriate authority of the
board of directors. A majority of such committee shall constitute a quorum for
transaction of business. A committee may transact business without a meeting by
unanimous written consent.
ARTICLE IV
OFFICERS
SECTION I. NUMBER. The officers of the corporation shall be a ,president, one or
more vice-presidents, a treasurer, a secretary, and such other officers as may
be elected or appointed by the board of directors. Any two or more offices may
be held by the same person.
SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation shall be
elected annually by the board of directors at the first meeting of the board of
directors held after each annual meeting of shareholders. If the election of
officers shall not be held at such meeting, such election shall be held as soon
thereafter as conveniently may be. Vacancies may be filled or new offices
created and filled at any meeting of the board of directors. 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. Election of an officer shall not of itself
create contract rights.
SECTION 3. REMOVAL. Any officer elected or appointed by the board of directors
may be removed by the board or directors whenever in its judgment the best
interest of the corporation would be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
SECTION 4. PRESIDENT. The president shall be the principal executive officer of
the corporation. Subject to the direction and control of the board of directors,
he/she shall be in charge of the business of the corporation; he shall see that
the resolutions and directions of the board of directors are carried into effect
except in those instances in which that responsibility is specifically assigned
to some other person by the board of directors; and, in general, he/she shall
charge all duties incident to the office of president and such other duties as
may be prescribed by the board of directors from time to time. He shall preside
at all
<PAGE>
meetings of the shareholders and of the board of directors. Except in those
instances in which the authority to execute is expressly delegated to another
officer or agent of the corporation or a different mode of execution is
expressly prescribed by the board of directors or these by-laws, he may execute
for the corporation certificates for its shares, and any contracts, deeds,
mortgages, bonds or other instruments which the board of directors has
authorized to be executed, and he may accomplish such execution either under or
without the seal of the corporation and either individually or with the
secretary, any assistant secretary, or any other officer thereunto authorized by
the board of airector8, according to the requirements of the form of the
instrument. He may vote all securities which the corporation is entitled to vote
except as and to the extent such authority shall be vested in a different
officer or agent of the corporation by the board of directors.
SECTION 5. THE VICE-PRESIDENTS. The vice-president (or in the event there be
more than one vice-president, each of the vice-presidents) shall assist the
president in the discharge of his/her duties as the president may direct and
shall perform such other duties as from time to time may be assigned to him/her
by the president or by the board of directors. In the absence of the president
or in the event of his/her inability or refusal to act, the vice-president (or
in the event there be more than one vice president, the vice-presidents in the
order designated by the board of directors, or by the president if the board of
directors has not made such a designation, or in the absence of any designation
then in the order of seniority of tenure as vice-president) shall perform the
duties of the president, and when so acting, shall have the powers of and be
subject to all the restrictions upon the president. Except in those instances in
which the authority to execute is expressly delegated to another officer or
agent of the corporation or a different mode of execution is expressly
prescribed by the board of directors or these by-laws, the vice-president (or
each of them if there are more than one) may execute for the corporation
certificates for its shares and any contracts deeds, mortgages, bonds or other
instruments which the board of directors has authorized to be executed, and
he/she may accomplish such execution either under or without the seal of the
corporation and either individually or with the secretary, any assistant
secretary, or any other officer thereunto authorized by the board of directors,
according to the requirements of the form of the instrument.
SECTION 6. THE TREASURER. The treasurer shall be the principal accounting and
financial officer of the corporation. He shall: (a) have charge of and be
responsible for the maintenance of adequate books of account for the
corporation; (b) have charge and custody of all funds and securities of the
corporation, and be responsible therefore and for the receipt and disbursement
thereof; and (c) perform all the duties incident to the office of treasurer and
such other duties as from time to time may be assigned to him by the president
or by the board of directors. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the board of directors may determine.
SECTION 7. THE SECRETARY. The secretary shall: (a) record the minutes of the
shareholders and of the board of directors meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these by-laws or as required by law; (c) be custodian of
he corporate records and of the seal of the corporation; (d) keep a register of
the post-office address of each shareholder which shall be furnished to the
secretary by such shareholder; (e) sign with the president, or a vice-president,
or any other officer there unauthorized by the board of directors, certificates
for shares of the corporation, the issue of which shall have been authorized by
the board of directors, and any contracts, deeds, mortgages, bonds" or other
instruments which the board of directors has authorized to be executed,
according to the requirements of the form of, the instrument, except when a
different mode of execution is expressly prescribed by the board of directors or
these by laws; (f) have general charge of the stock transfer books of the
corporation; (g) have authority to certify the by-laws, resolutions of the
shareholders and board of directors and committees thereof, and other documents
of the corporation as true and correct copies thereof, and (h) perform all
duties incident to the office of secretary and such other duties as from time to
time may be assigned to him/her by the president or by the board of directors.
SECTION 8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.
The assistant treasurers and assistant secretaries shall perform such duties as
shall be assigned to them by the treasurer or the secretary, respectively, or by
the president or the board of directors. The assistant secretaries may sign with
the president, or a vice-president, or any other officer thereunto authorized by
the
<PAGE>
board of directors, certificates for shares of the corporation, the issue of
which shall have been authorized by the board of directors, and any contracts,
deeds, mortgages, bonds, or other instruments which the board of directors has
authorized to be executed according to the requirements of the form of the
instrument, except when a different mode of execution is expressly prescribed by
the board of directors or these by-laws. The assistant treasurers shall
respectively, if required by the board of directors, give bonds for the faithful
discharge of their duties in such sums and with such sureties as the board of
directors shall determine.
SECTION 9. SALARIES. The salaries of the officers shall be fixed from time to
time by the board of directors and no officer shall be prevented from receiving
such salary by reason of the act that he is also a director of the corporation.
ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS. The board of directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.
SECTION 2. LOANS. No loans shall be contracted on behalf of the corporation and
no evidences of indebtedness shall be issued in name unless authorized by a
resolution of the board of directors.
SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness if issued in the name
of the corporation, shall be signed by such officer or officers, agent or agents
of type corporation and in such manner as shall from time to time be determined
by resolution of the board of directors.
SECTION 4. DEPOSITS. All funds of the corporation not otherwise employed shall
be deposited from time to time to the credit of the corporation in such banks,
trust companies or other depositaries as the board of directors may select.
ARTICLE VI
SHARES AND THEIR TRANSFER
SECTION I. SHARES REPRESENTED BY CERTIFICATES AND UNCERTIFICATED SHARES.
Shares either shall be represented by certificates or shall be uncertificated
shares.
Certificates representing shares of the corporation shall be signed by the
appropriate officers and may be sealed with the seal or a facsimile of the seal
of the corporation. If a certificate is countersigned by a transfer agent or
registrar, other than the corporation or its employee, any other signatures may
be facsimile.
Each certificate representing shares shall be consecutively numbered or
otherwise identified, and shall also state the name of the person to whom
issued, the number and class of shares (with designation of series, if any), the
date of issue, and that the corporation is organized under Illinois law. If the
corporation is authorized to issue hares of more than one class or of series
within a class, the certificate shall also contain such information or statement
as may be required by law.
Unless prohibited by the articles of incorporation, the board of directors may
provide by resolution that some or all of any class or series of shares shall be
uncertificated shares.
Any such resolution shall not apply to shares represented by a certificate until
the certificate has been surrendered to the corporation. Within a reasonable
time after the issuance or transfer of uncertificated
<PAGE>
shares, the corporation shall send the registered owner thereof a written notice
of all information that would appear on a certificate. Except as otherwise
expressly provided by law, the rights and obligations of the holders of
uncertificated shares shall be identical to those of the holders of certificates
representing shares of the same class and series.
The name and address of each shareholder, the number and class of shares held
and the date on which the shares were issued shall be entered on the books of
the corporation. The person in whose name shares stand on the books of the
corporation shall be deemed the owner thereof for all purposes as regards the
corporation.
SECTION 2. LOST CERTIFICATES. If a certificate representing shares has allegedly
been lost or destroyed the board of directors may in its discretion, except as
may b~ required by law, direct that a new certificate be issued upon such
indemnification and other reasonable requirements as it may impose.
SECTION 3. TRANSFERS OF SHARES. Transfer of shares of the corporation shall be
recorded on the books of the corporation. Transfer of shares represented by a
certificate, except in the case of a lost or destroyed certificate, shall be
made on surrender for cancellation of the certificate for such shares. A
certificate presented for transfer must be duly endorsed and accompanied by
proper guaranty of signature and other appropriate assurances that the
endorsement is effective. Transfer of an uncertificated share shall be made on
receipt by the corporation of an instruction from the registered owner or other
appropriate person. The instruction shall be in writing or a communication in
such form as may be agreed upon in writing by the corporation.
ARTICLE VII
FISCAL YEAR
The fiscal year of the corporation shall be fixed by resolution of the board of
directors.
ARTICLE VIII
DISTRIBUTIONS
The board of directors may authorize, and the corporation may make,
distributions to its shareholders, subject to any restrictions in its articles
of incorporation or provided by law.
ARTICLE IX
SEAL
The corporate seal shall have inscribed thereon the name of the corporation and
the words "Corporate Seal, Illinois." The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any other manner reproduced,
provided that the affixing of the corporate seal to an instrument shall not give
the instrument additional force or effect, or change the construction thereof,
and the use of the corporate sef1l is not mandatory.
ARTICLE X
WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of these
by-laws or under the provisions of the articles of incorporation or under the
provisions of The Business Corporation Act of the State of Illinois, a waiver
thereof in writing, signed by the person or persons 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 waiver of
notice thereof unless the person at the meeting objects to the holding of the
meeting because proper notice was not given.
ARTICLE XI
INDEMNIFICATION OF OFFICERS.
DIRECTORS, EMPLOYEES AND AGENTS
<PAGE>
SECTION 1. The corporation shall 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 such person is or was a director, officer, employee or agent of the
corporation, or who 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 expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person 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 or her
conduct was unlawful. The termination of any action, suit or proceeding by
judgment or settlement, conviction or upon a plea of nolo contendere 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 or she 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 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 such person 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 expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit if he or she
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless and only to
the extent that the court 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 shall deem proper.
SECTION 3. To the extent that a director, officer, employee, or agent of a
corporation has been successful. on the merits or otherwise, in the defense of
any action, suit or proceeding referred to in sections 1 and 2, or in defense of
any claim, issue or matter therein, such person shall be indemnified against
expenses actually and reasonably incurred by such person in connection
wherewith.
SECTION 4. Any indemnification under sections 1 and 2 shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he or she has met the applicable standard of conduct set
forth in sections 1 and 2. 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 a 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
shareholders.
SECTION 5. Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding, as authorized by the board of directors in the
specific case, upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount, unless it shall ultimately be
determined that he or she is entitled to be indemnified by the corporation as
authorized in this article.
SECTION 6. The indemnification provided by this article shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any by-law, agreement vote of shareholders or disinterested
directors or otherwise, both as to action in his or her official capacity and as
to action in an there capacity while holding such office, and shall continue as
to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of such a
person.
<PAGE>
SECTION 7. The corporation shall have power 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 such
person and incurred by such person in any such capacity, or arising out of his
or her status as such, whether or not the corporation would have the power to
indemnify such person against such liability under the provisions of these
sections.
SECTION 8. If the corporation has paid indemnity or had advanced expenses to a
director, officer, employee or agent, the corporation shall report the
indemnification or advance in writing to the shareholders with or before the
notice of the next shareholders meeting.
SECTION 9. References to "the corporation" shall include, in addition to the
surviving corporation, any merging corporation, including any corporation having
merged with a merging corporation, absorbed in a merger which otherwise would
have lawfully been entitled to indemnify its directors, officers, and employees
or agents.
ARTICLE XII
AMENDMENTS
Unless the power to make, alter, amend or repeal the bylaws is reserved to the
shareholders by the articles of incorporation, the by-laws of the corporation
may be made, altered, amended or repealed by the shareholders or the board of
directors, but no by-law adopted by the shareholders may be altered, amended or
repealed by the board of directors if the by-laws so provide. The by-laws may
contain any provisions for the regulation and management of the affairs of the
corporation not inconsistent with the law or the articles of incorporation.
<PAGE>
