<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report: September 5, 1995
THE BROOKLYN UNION GAS COMPANY
(Exact name of registrant as specified in its charter)
NEW YORK 1-722
11-0584613
(State or other jurisdiction (Commission
(I.R.S. Employer
of incorporation or organization) File Number )
Identification No.)
One MetroTech Center, Brooklyn, New York
11201-3850
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code (718)
403-2000
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Item 5 - Other Events
Change in By-Laws: The Company amended its By-Laws on June
28, 1995. The amendments were adopted to (1) allow only the
Chairman of the Board or the Board of Directors to call a special
meeting of the shareholders; (2) authorize the chairman of a
shareholders' meeting to adjourn such meeting from time to time
whether or not a quorum is then present; and (3) establish
procedures with respect to the notice required for shareholders to
nominate Directors and conduct business at an annual or special
meeting.
Item 7 - Financial Statements, Pro Forma Financial Information and
Exhibits
(a) Financial Statements included in this Report
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits:
3(ii) By-Laws of The Brooklyn Union Gas Company, amended as of
June 28, 1995.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
THE BROOKLYN UNION GAS COMPANY
(Registrant)
_________________________________________
Richard M. Desmond, Vice President,
Comptroller and Chief Accounting
Officer
Dated: September 5, 1995
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INDEX TO EXHIBITS
Exhibit No.
Page
3(ii) By-Laws of The Brooklyn Union Gas Company, amended
as of June 28, 1995. . . . . . . . . . . . . . . . .
. . . . . . . . . . . . .<PAGE>
<PAGE>
The Brooklyn Union Gas Company
By-Laws
June 28, 1995
Brooklyn, New York
<PAGE>
[CAPTION]
THE BROOKLYN UNION GAS COMPANY
INDEX
ARTICLE I
MEETINGS OF SHAREHOLDERS . . . . . . . . . . . . . . . . . . . .1
Section 1. Annual Meeting
Section 2. Special Meetings
Section 3. Notice of Meetings
Section 4. Quorum
Section 5. Adjournment
Section 6. Notice of Shareholder Business and Nominations
Section 7. Inspectors of Election
Section 8. Chairman and Secretary of Meetings
ARTICLE II
BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . .6
Section 1. Number of Directors
Section 2. Elections and Vacancies
Section 3. Quorum
Section 4. Election of Chairman and President
ARTICLE III
EXECUTIVE COMMITTEE. . . . . . . . . . . . . . . . . . . . . . .7
Section 1. Organization and Authority
Section 2. Reports to Board of Directors
Section 3. Secretary
Section 4. Fees
ARTICLE IV
MEETINGS OF DIRECTORS. . . . . . . . . . . . . . . . . . . . . .8
Section 1. Fees and Time and Place of Meeting
Section 2. Special Meetings
Section 3. Telephonic Meetings
ARTICLE V
OFFICERS AND THEIR DUTIES. . . . . . . . . . . . . . . . . . . .9
Section 1. Chairman
Section 2. President
Section 3. Vice President
Section 4. Secretary
Section 5. Treasurer
Section 6. Comptroller
i
ARTICLE VI
SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 1. Certificates, Registrar and Transfer Agent
Section 2. Authorization of Facsimile Signatures and Seals
<PAGE>
[CAPTION]
ARTICLE VII
INDEMNIFICATION OF DIRECTORS AND OFFICERS. . . . . . . . . . . 12
Section 1. General Applicability
Section 2. Scope of Indemnification
Section 3. Other Indemnification Provisions
Section 4. Survival of Indemnification
Section 5. Inability to Limit Indemnification
Section 6. Severability
ARTICLE VIII
AMENDMENTS TO BY-LAWS. . . . . . . . . . . . . . . . . . . . . 14
Section 1. By Directors
Section 2. By Shareholders
ii
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THE BROOKLYN UNION GAS COMPANY
By-Laws
June 28, 1995
ARTICLE I
MEETINGS OF SHAREHOLDERS
SECTION 1. Annual Meeting
The annual meeting of the shareholders of the Company shall be held
at the office of the Company or other suitable place as designated
from time to time by the Board of Directors, on the first Thursday
in February of each year.
SECTION 2. Special Meetings
Subject to the rights of the holders of any series of stock having
a preference over the Common Stock of the Company as to dividends
or upon liquidation ("Preferred Stock") with respect to such series
of Preferred Stock, special meetings of the shareholders may be
called only by the Chairman of the Board or by the Board of
Directors pursuant to a resolution adopted by a majority of the
total number of directors which the Company would have if there
were no vacancies.
SECTION 3. Notice of Meetings
Notice of the time and place of every meeting of shareholders shall
be mailed to each shareholder of record, and such other notice
shall be given as may be required by law. The Board of Directors
may fix a date not less than ten (10) nor more than fifty (50) days
prior the day of holding any meeting of shareholders as the day as
of which shareholders shall be entitled to notice of, and to vote
at, such meeting.
SECTION 4. Quorum
Holders of a majority of the shares of the Company entitled to vote
thereat must be present in person or by proxy at each meeting of
its shareholders to constitute such meeting, less than a majority,
however, having the power to adjourn. At all meetings of
shareholders, each shareholder entitled to vote thereat shall be
entitled to one vote for each share held by him, and may vote and
otherwise act either in person or by proxy.
SECTION 5. Adjournment
The Chairman of the meeting or a majority of the shares so
represented may adjourn the meeting from time to time, whether or
not there is such a quorum. No notice of the time and place of
adjourned meetings need be given except as required by law. The
shareholders present at a duly called meeting at which a quorum is
present may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less
than a quorum.
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SECTION 6. Notice of Shareholder Business and Nominations
A. Annual Meetings of Shareholders
(1) Nominations of persons for election to the Board of Directors
of the Company and the proposal of business to be considered by the
shareholders may be made at an annual meeting of shareholders (a)
pursuant to the Company's notice of meeting, (b) by or at the
direction of the Board of Directors or (c) by any shareholder of
the Company who was a shareholder of record at the time of giving
of notice provided for in this Section 6 of Article I, who is
entitled to vote at the meeting and who complies with the notice
procedures set forth in this Section 6 of Article I.
(2) For nominations or other business to be properly brought
before an annual meeting by a shareholder pursuant to clause (c) of
paragraph (A)(1) of this Section 6 of Article I, the shareholder
must have given timely notice thereof in writing to the Secretary
of the Company and such other business must otherwise be a proper
matter for shareholder action. To be timely, a shareholder's
notice shall be delivered to the Secretary at the principal
executive offices of the Company not later than the close of
business on the 60th day nor earlier than the close of business on
the 90th day prior to the first anniversary of the preceding year's
annual meeting; provided, however, that in the event that the date
of the annual meeting is more than 30 days before or more than 60
days after such anniversary date, notice by the shareholder to be
timely must be so delivered not earlier than the close of business
on the 90th day prior to such annual meeting and not later than the
close of business on the later of the 60th day prior to such annual
meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made by the
Company. In no event shall the public announcement of an
adjournment of an annual meeting commence a new time period for the
giving of a shareholder's notice as described above. Such
shareholder's notice shall set forth (a) as to each person whom the
shareholder proposes to nominate for election or reelection as a
director all information relating to such person that is required
to be disclosed in solicitations of proxies for election of
directors in an election contest, or is otherwise required, in each
case pursuant to Regulation 14A under the Securities Exchange Act
of 1934, as amended (the "Exchange Act") and Rule 14a-11 thereunder
(including such person's written consent to being named in the
proxy statement as a nominee and to serving as a director if
elected); (b) as to any other business that the shareholder
proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons for
conducting such business at the meeting and any material interest
in such business of such shareholder and the beneficial owner, if
any, on whose behalf the proposal is made; and (c) as to the
shareholder giving the notice and the beneficial owner, if any, on
whose behalf the nomination or proposal is made (i) the name and
address of such shareholder, as they appear on the Company's books,
and of such beneficial owner and (ii) the class and number of
<PAGE>
shares of the Company which are owned beneficially and of record by
such shareholder and such beneficial owner.
(3) Notwithstanding anything in the second sentence of paragraph
(A)(2) of this Section 6 of Article I to the contrary, in the event
that the number of directors to be elected to the Board of
Directors of the Company is increased and there is no public
announcement by the Company naming all of the nominees for director
or specifying the size of the increased Board of Directors at least
70 days prior to the first anniversary of the preceding year's
annual meeting, a shareholder's notice required by paragraph (A) of
Section 6 of Article I shall also be considered timely, but only
with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the
principal executive offices of the Company not later than the close
of business on the 10th day following the day on which such public
announcement is first made by the Company.
B. Special Meetings of Shareholders
Only such business shall be conducted at a special meeting of
shareholders as shall have been brought before the meeting pursuant
to the Company's notice of meeting. Nominations of persons for
election to the Board of Directors may be made at a special meeting
of shareholders at which directors are to be elected pursuant to
the Company's notice of meeting (a) by or at the direction of the
Board of Directors or (b) provided that the Board of Directors has
determined that directors shall be elected at such meeting, by any
shareholders of the Company who is a shareholder of record at the
time of giving of notice provided for in this Section 6 of Article
I, who shall be entitled to vote at the meeting and who complies
with the notice procedures set forth in this Section 6 of Article
I. In the event the Company calls a special meeting of
shareholders for the purpose of electing one or more directors to
the Board of Directors, any such shareholder may nominate a person
or persons (as the case may be), for election to such position(s)
as specified in the Company's notice of meeting, if the
shareholder's notice required by paragraph (A)(2) of this Section
6 of Article I shall be delivered to the Secretary at the principal
executive offices of the Company not earlier than the close of
business on the 90th day prior to such special meeting and not
later than the close of business on the later of the 60th day prior
to such special meeting or the 10th day following the day on which
public announcement is first made of the date of the special
meeting and of the nominees proposed by the Board of Directors to
be elected at such meeting. In no event shall the public
announcement of an adjournment of a special meeting commence a new
time period for the giving of a shareholder's notice as described
above.
C. General
(1) Only such persons who are nominated in accordance with the
procedures set forth in this Section 6 of Article I shall be
eligible to serve as directors and only such business shall be
<PAGE>
conducted at a meeting of shareholders as shall have been brought
before the meeting in accordance with the procedures set forth in
this Section 6 of Article I. Except as otherwise provided by law,
the Chairman of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be
brought before the meeting was made or proposed, as the case may
be, in accordance with the procedures set forth in this Section 6
of Article I and, if any proposed nomination or business is not in
compliance with this Section 6 of Article I, to declare that such
defective proposal or nomination shall be disregarded.
(2) For purposes of this Section 6 of Article I, "public
announcement" shall mean disclosure in a press release reported by
the Dow Jones News Service, Associated Press or comparable national
news service or in a document publicly filed by the Company with
the Securities and Exchange Commission pursuant to Section 13, 14
or 15(d) of the Exchange Act.
(3) Notwithstanding the foregoing provisions of this Section 6 of
Article I, a shareholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this Section 6
of Article I. Nothing in this Section 6 of Article I shall be
deemed to affect any rights (i) of shareholders to request
inclusion of proposals in the Company's proxy statement pursuant to
Rule 14a-8 under the Exchange Act or (ii) of the holders of any
series of Preferred Stock to elect directors under specified
circumstances.
SECTION 7. Inspectors of Elections
Inspectors of election shall be appointed by the Directors. If
they fail to make such appointments, or if their appointee, or
appointees, fail to appear at any meeting, the person presiding
thereat shall appoint an inspector or inspectors, as may be
required for that meeting.
SECTION 8. Chairman and Secretary of Meetings
At all meetings of shareholders, the Chairman, the President or a
Vice President, shall act as chairman of the meeting as hereinafter
provided and the Secretary or Assistant Secretary shall act as
secretary of the meeting.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. Number of Directors
The affairs of this Company shall be managed by no less than eight
nor more than eleven Directors as fixed by resolution adopted by a
majority of the entire Board. At least two Directors shall be
residents of the State of New York.
<PAGE>
SECTION 2. Elections and Vacancies
The Board of Directors shall be divided into three classes
designated Class I, Class II and Class III. Such classes shall be
as nearly equal in number as the then total number of Directors
constituting the entire Board permits. At the 1981 Annual Meeting
of Shareholders, or any special meeting in lieu thereof, three
Class I, three Class II and three Class III Directors shall be
elected for initial terms expiring at the next succeeding annual
meeting, the second succeeding annual meeting and the third
succeeding annual meeting, respectively, and until their respective
successors are elected and qualified. At each annual meeting of
shareholders after 1981, the Directors chosen to succeed those in
the class whose terms expire shall be elected by shareholders for
terms expiring at the third succeeding annual meeting after
election, or for such lesser term as may be appropriate in the
particular case in order to assure that the number of Directors in
each class shall remain constant and until their respective
successors are elected and qualified. Newly created Directorships
or any decrease in Directorships resulting from increases or
decreases in the number of Directors shall be so apportioned among
the classes of Directors as to make all the classes as nearly equal
in number as possible. Vacancies occurring in the Board for any
reason except the removal of Directors without cause may be filled
by a majority of the Directors then in office, although less than
a quorum exists.
Notwithstanding the foregoing whenever the holders of any one or
more classes or series of preferred stock issued by the Company
shall have the right, voting separately by class or series, to
elect Directors at an annual or special meeting of shareholders,
the election, term of office, filling of vacancies and other
features of such Directorships shall be governed by any terms of
the Certificate of Incorporation of the Company applicable thereto,
and such Directors so elected shall not be divided into classes
pursuant to this Section 2 unless expressly provided by such terms.
SECTION 3. Quorum
A majority of the Directors shall constitute a quorum of the Board.
SECTION 4. Election of Chairman and President
As soon as may be after the election of the Directors at a meeting
of the shareholders, the Board of Directors shall elect one of its
number President, and may elect one of its number Chairman. The
President shall be the Chief Executive Officer except that if a
Chairman be elected, the Board may designate either the Chairman or
the President as Chief Executive Officer. The Board may elect or
appoint such other officers and agents as it may deem proper, and
may remove any officer or agent at pleasure.
ARTICLE III
EXECUTIVE COMMITTEE
<PAGE>
SECTION 1. Organization and Authority
There shall be an Executive Committee of five Directors to be
designated by the Board, which shall have and exercise all of the
authority and powers of the Board subject to limitations prescribed
by law. Three members of the Executive Committee shall constitute
a quorum. In the event of the absence of any member or members
from a meeting of the Executive Committee replacements may be made
from Directors designated as alternate members of such Committee by
the Board. The Chairman, or in his absence or should he so direct,
the President, or in his absence, a Vice President, if such
officers are members of the Committee, shall preside at meetings of
the Committee, otherwise the presiding officer shall be designated
by majority vote of the Committee.
SECTION 2. Reports to Board of Directors
Such Committee shall keep a record of its proceedings and make
reports to the Board at its next regular meeting.
SECTION 3. Secretary
The Secretary of the Company shall be Secretary of the Executive
Committee.
SECTION 4. Fees
Members of Committees of the Board shall receive fees as fixed from
time to time by the Board and shall be reimbursed for reasonable
expenses for attending a Committee Meeting.
ARTICLE IV
MEETINGS OF DIRECTORS
SECTION 1. Fees and Time and Place of Meeting
Meetings of the Board of Directors shall be held on such day of
each month at such hour as the Board may from time to time direct.
Members of the Board shall receive fees as fixed from time to time
by the Board and shall be reimbursed for reasonable expenses for
attending a Board Meeting.
SECTION 2. Special Meetings
Special meetings of the Board may be held on the call of the
Chairman, the President or Secretary or upon the written request of
two Directors addressed to the Secretary.
SECTION 3. Telephonic Meetings
Any one or more members of the Board or any Committee of the Board
may participate in a meeting of the Board or Committee by means of
a conference telephone or similar communications equipment allowing
all persons participating in the meeting to hear each other at the
same time; and participation by such means shall constitute
presence in person at a meeting.
<PAGE>
ARTICLE V
OFFICERS AND THEIR DUTIES
SECTION 1. Chairman
The Chairman shall preside at all meetings of the shareholders and
the Board of Directors and, when designated the Chief Executive
Officer, shall have general and active management of the business
of the Company and shall see that all orders and policies of the
Board of Directors are carried into effect.
Salaries of all officers of the Company shall be fixed by the Board
from time to time; and salaries of all other employees of the
Company shall be regulated by the Chairman when he shall have been
designated Chief Executive Officer.
SECTION 2. President
In the absence of a Chairman or should the Chairman so direct, the
President shall preside at all meetings of the shareholders and of
the Board of Directors. In the case of the Chairman having been
designated as Chief Executive Officer the President shall, subject
to the direction of the Chairman, exercise a general control and
supervision over all the affairs of the Company and generally do
and perform those duties as usually appertain to the office of
President, or which may be assigned to him by the Board of
Directors.
Should there be no Chairman or should the President be designated
Chief Executive Officer of the Company, the President shall have
general and active management of the business of the Company and
shall see that all orders and polices of the Board of Directors are
carried into effect; and the salaries of all employees of the
Company, other than officers, shall be regulated by him.
If the office of the Chairman be vacated, due to the incumbent's
death, retirement, or inability to act, or should the Directors
elect to leave such office vacant, the President shall be the Chief
Executive Officer and shall assume all the duties as outlined in
Section 1 of this Article, until directed otherwise by the Board of
Directors.
SECTION 3. Vice President
The Vice Presidents, respectively, shall do and perform all such
duties as shall be assigned to them by the Chairman or President or
required of them by the Board of Directors. A Vice President, if
designated by the Board of Directors as a member of the Executive
Committee, shall perform the duties of President in case of the
President's absence or inability to act or in case of a vacancy in
that office.
An Assistant Vice President in the absence or disability of a Vice
President may at the discretion of the Chairman or the President
<PAGE>
perform the duties of a Vice President and shall perform such other
duties as may be assigned to him.
SECTION 4. Secretary
It shall be the duty of the Secretary to keep and attest true
records of the proceedings of all meetings of the Board and
Executive Committee, to notify members of the Board and Executive
Committee of all meetings and safely keep and account for all
documents, papers and property of the Company which may come into
his possession.
He shall be the custodian of the Corporate Seal of the Company and
shall affix and attest the same whenever it is necessary and proper
so to do, and shall perform such other duties as may be assigned to
him by the Board.
In the absence or disability of the Secretary, an Assistant
Secretary or any Vice President shall perform his duties and such
other duties as may be assigned to him.
SECTION 5. Treasurer
The Treasurer shall have the custody of all money, funds,
securities and valuable papers of the Company. He shall furnish
such security for the faithful performance of his duties as may be
required by the Board of Directors. He shall receive all money due
to the Company and deposit the same in its corporate name in such
Banks or Trust Companies as the Board of Directors shall determine.
He shall sign all checks, drafts or orders for the payment of
money; and perform such other duties as may be required of him by
the Board of Directors.
An Assistant Treasurer shall, in the absence or disability of the
Treasurer, perform his duties and such other duties as may be
assigned to him.
In the absence or disability of the Treasurer and Assistant
Treasurers, any Vice President shall perform his duties and such
other duties as may be assigned to him.
The Treasurer shall, when directed by the Board of Directors, open
special accounts in the Company's depositories; all checks, drafts
or orders for the payment of money out of such special accounts
shall be signed in such manner and by such officers or employees of
the Company as the Board of Directors shall designate; such checks,
drafts or orders for the payment of money shall also be signed, if,
as and when so directed by resolution of the Board of Directors, by
such persons and in such manner as the Board of Directors shall
determine.
<PAGE>
SECTION 6. Comptroller
The Comptroller shall have charge of accounting and related
records.
He shall sign all checks, drafts or orders for the payment of
money; such checks, drafts and orders to be also signed by the
Treasurer, and perform such other duties as may be required of him
by the Board of Directors.
An Assistant Comptroller shall, in the absence or disability of the
Comptroller, perform his duties and such other duties as may be
assigned to him.
In the absence or disability of the Comptroller and Assistant
Comptrollers, the Chairman, the President or a Vice President,
shall sign all checks, drafts or orders for the payment of money;
such checks, drafts and orders to be also signed by any other
authorized officer.
ARTICLE VI
SHARES
SECTION 1. Certificates, Registrar and Transfer Agent
The Shares of the Company shall be represented by certificates
signed by the Chairman, the President or a Vice President and
Secretary or Assistant Secretary and sealed with the Corporate Seal
of the Company and registered by such Bank or Trust Company as may
be designated by the Board. The Shares of the Company shall be
transferable or assignable only on the books of the Company in
person or by attorney, upon the surrender of the certificate
therefor. The Transfer Agent of the Company shall be such Bank or
Trust Company as may be designated by the Board.
SECTION 2. Authorization of Facsimile Signatures and Seal
The Board of Directors may authorize the signatures of the
Chairman, the President, a Vice President, Secretary or an
Assistant Secretary, and the Corporate Seal of the Company, to be
facsimiled, engraved or printed.
ARTICLE VII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
SECTION 1. General Applicability
Except to the extent expressly prohibited by the New York Business
Corporation Law, the Company shall indemnify each person made, or
threatened to be made, a party to any action or proceeding, whether
criminal or civil, by reason of the fact that such person or such
person's testator or intestate is or was a Director of Officer of
the Company, against judgments, fines, penalties, amounts paid in
<PAGE>
settlement and reasonable expenses, including attorney's fees and
expenses, reasonably incurred in enforcing such person's right to
indemnification, incurred in connection with such action or
proceeding, or any appeal therein, provided that no such
indemnification shall be made if a judgment or other final
adjudication adverse to such person establishes that such person's
acts were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action so
adjudicated, or that such person personally gained in fact a
financial profit or other advantage to which such person was not
legally entitled, and provided further that no such indemnification
shall be required with respect to any settlement or other
nonadjudicated disposition of any threatened or pending action or
proceeding unless the Company has given its prior consent to such
settlement or other disposition.
SECTION 2. Scope of Indemnification
The Company shall advance or promptly reimburse upon request any
person entitled to indemnification hereunder for all reasonable
expenses, including attorney's fees and expenses, reasonably
incurred in defending any action or proceeding in advance of the
final disposition thereof upon receipt of an undertaking by or on
behalf of such person to repay such amount if such person is
ultimately found to be entitled to indemnification or, where
indemnification is granted, to the extent the expenses so advanced
or reimbursed exceed the amount to which such person is entitled;
provided, however, that such person shall cooperate in good faith
with any request by the Company that common counsel be used by the
parties to an action or proceeding who are similarly situated
unless to do so would be inappropriate due to actual or potential
differing interests between or among such parties.
SECTION 3. Other Indemnification Provisions
Nothing herein shall limit or affect any right of any Director,
Officer or other corporate personnel otherwise than hereunder to
indemnification or expenses, including attorney's fees, under any
statute, rule, regulation, certificate of incorporation, by-law,
insurance policy, contract or otherwise; without affecting or
limiting the rights of any Director, Officer or other corporate
personnel pursuant to this Article VII, the Company is authorized
to enter into agreements with any of its Directors, Officers or
other corporate personnel extending rights to indemnification and
advancement of expenses to the fullest extent permitted by
applicable law.
Unless limited by resolution of the Board of Directors or
otherwise, the Company shall advance the payment of expenses to the
fullest extent permitted by applicable law to, and shall indemnify,
any Director, Officer or other corporate person who is or was
serving at the request of the Company, as a director, officer,
partner, trustee, employee or agent of another corporation, whether
for profit or not-for-profit, or a partnership, joint venture,
trust or other enterprise, whether or not such other enterprise
shall be obligated to indemnify such person.
SECTION 4. Survival of Indemnification
Anything in these By-laws to the contrary notwithstanding, no
elimination or amendment of this Article VII adversely affecting
the right of any person to indemnification or advancement of
expenses hereunder shall be effective until the 60th day following
notice to such person of such action, and no elimination of or
amendment to this Article VII shall deprive any such person's
rights hereunder arising out of alleged or actual occurrences, acts
or failures to act prior to such 60th day.
SECTION 5. Inability to Limit Indemnification
The Company shall not, except by elimination or amendment of this
Article VII in a manner consistent with the preceding Section 4,
take any corporate action or enter into any agreement which
prohibits, or otherwise limits the rights of any person to,
indemnification in accordance with the provisions of this Article
VII. The indemnification of any person provided by this Article
VII shall continue after such person has ceased to be a Director or
Officer of the Company and shall inure to the benefit of such
person's heirs, executors, administrators and legal
representatives.
SECTION 6. Severability
In case any provision in this Article VII shall be determined at
any time to be unenforceable in any respect, the other provisions
of this Article VII shall not in any way be affected or impaired
thereby, and the affected provision shall be given the fullest
possible enforcement in the circumstances, it being the intention
of the Company to afford indemnification and advancement of
expenses to its Directors or Officers, acting in such capacities or
in the other capacities mentioned herein, to the fullest extent
permitted by law.
ARTICLE VIII
AMENDMENTS TO BY-LAWS
SECTION 1. By Directors
By-laws may be amended, repealed or adopted by the Board of
Directors of the Company at any meeting of the Board if notice of
such proposed action shall have been given with the notice of
meeting, or if all the Directors shall be present.
SECTION 2. By Shareholders
By-laws may be amended, repealed or adopted by the holders of the
shares at the time entitled to vote in the election of any
Directors; and any By-law adopted by the Board of Directors may be
amended or repealed by the shareholders entitled to vote thereon as
herein provided.
