<PAGE>
EXHIBIT 3(b)
BYLAWS
OF
CLECO UTILITY GROUP INC.
(Revised effective July 28, 2000)
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ARTICLE I - Registered Office; Registered Agents; Corporate Seal.................................................. 1
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Section 1. Registered Office and Registered Agents..................................................... 1
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Section 2. Corporate Seal.............................................................................. 1
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ARTICLE II - Shareholders......................................................................................... 1
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Section 1. Place of Holding Meetings................................................................... 1
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Section 2. Quorum; Adjournment of Meetings............................................................. 1
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(a) General Rule........................................................................... 1
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(b) Adjournments........................................................................... 1
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Section 3. Annual Meeting.............................................................................. 2
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Section 4. Special Meeting............................................................................. 2
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Section 5. Conduct of Meetings......................................................................... 2
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Section 6. Voting...................................................................................... 4
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Section 7. Notice...................................................................................... 4
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ARTICLE III - Directors........................................................................................... 4
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Section 1. Certain General Provisions.................................................................. 4
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(a) Number................................................................................. 4
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(b) Classification......................................................................... 5
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(c) Nominations............................................................................ 5
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(d) Qualifications; Declaration of Vacancy................................................. 5
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(e) Removal................................................................................ 6
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(f) Powers................................................................................. 6
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Section 2. Filling of Vacancies........................................................................ 7
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Section 3. Annual and Regular Meetings................................................................. 7
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Section 4. Special Meetings............................................................................ 8
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Section 5. Place of Meetings; Telephone Meetings....................................................... 8
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Section 6. Quorum...................................................................................... 8
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Section 7. Compensation................................................................................ 8
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Section 8. Committees.................................................................................. 8
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ARTICLE IV - Indemnification...................................................................................... 9
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Section 1. Right to Indemnification - General.......................................................... 9
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Section 2. Certain Provisions Respecting Indemnification for and
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Advancement of Expenses..................................................................... 9
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Section 3. Procedure for Determination of Entitlement to Indemnification.............................. 10
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Section 4. Presumptions and Effect of Certain Proceedings............................................. 11
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Section 5. Right of Claimant to Bring Suit............................................................ 12
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Section 6. Non-Exclusivity and Survival of Rights..................................................... 12
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Section 7. Definitions................................................................................ 13
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ARTICLE V - Executive Committee.................................................................................. 14
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Section 1. Election and Tenure........................................................................ 14
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Section 2. Powers..................................................................................... 14
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Section 3. Meetings................................................................................... 14
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Section 4. Compensation............................................................................... 15
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ARTICLE VI - Audit Committee..................................................................................... 15
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Section 1. Election and Tenure........................................................................ 15
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Section 2. Audit Committee............................................................................ 15
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Section 3. Meetings. ................................................................................. 15
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Section 4. Compensation............................................................................... 15
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ARTICLE VII - Compensation Committee............................................................................ 16
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Section 1. Election and Tenure........................................................................ 16
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Section 2. Compensation Committee..................................................................... 16
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Section 3. Meetings................................................................................... 16
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Section 4. Compensation............................................................................... 16
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ARTICLE VIII - Officers......................................................................................... 16
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Section l. Election, Tenure, and Compensation......................................................... 16
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Section 2. Powers and Duties of Chairman of Board of Directors........................................ 17
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Section 3. Powers and Duties of President............................................................. 17
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Section 4. Powers and Duties of Vice President........................................................ 17
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Section 5. Powers and Duties of Secretary............................................................. 17
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Section 6. Powers and Duties of Treasurer............................................................. 17
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Section 7. Delegation of Duties....................................................................... 18
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ARTICLE IX - Capital Stock...................................................................................... 18
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Section l. Stock Certificates......................................................................... 18
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Section 2. Lost or Destroyed Certificates............................................................. 18
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Section 3. Transfer of Shares. ....................................................................... 19
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Section 4. Dividends.................................................................................. 19
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Section 5. Closing Transfer Books; Fixing Record Date................................................. 19
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ARTICLE X - Notices.............................................................................................. 19
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Section 1. Manner of Giving Notice.................................................................... 19
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Section 2. Waiver of Notice........................................................................... 20
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ARTICLE XI - Miscellaneous....................................................................................... 20
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Section 1. Fiscal Year................................................................................ 20
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Section 2. Checks and Drafts.......................................................................... 20
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Section 3. Books and Records.......................................................................... 20
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Section 4. Separability............................................................................... 20
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ARTICLE XII - Amendment of Bylaws................................................................................ 20
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</TABLE>
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BYLAWS
OF
CLECO UTILITY GROUP INC.
ARTICLE I
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Registered Office; Registered Agents; Corporate Seal
Section 1. Registered Office and Registered Agent(s). The registered
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office of the Corporation is 2030 Donahue Ferry Road, Pineville, Louisiana
71360-5226, and its registered agents are Mr. David M. Eppler, Mr. Thomas J.
Howlin, and Mr. Michael P. Prudhomme, post office address 2030 Donahue Ferry
Road, Pineville, Louisiana 71360-5226. The Corporation may also have offices at
such other places as the board of directors, the chief executive officer or the
president may from time to time designate.
Section 2. Corporate Seal. The corporate seal of the Corporation shall be
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circular in form and have inscribed on its periphery the words "Cleco Utility
Group Inc. 1935" and in its center the words "Corporate", "Seal" and
"Louisiana."
ARTICLE II
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Shareholders
Section 1. Place of Holding Meetings. All meetings of the shareholders
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shall be held at the principal office of the Corporation in the City of
Pineville, State of Louisiana, except in cases in which the notices thereof
designate some other place, which may be within or without the State of
Louisiana.
Section 2. Quorum; Adjournment of Meetings.
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(a) General Rule. Except as otherwise provided in these bylaws, the
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presence in person or by proxy at a meeting of shareholders of the holders of
record of a number of the shares of the capital stock of the Corporation issued
and outstanding and entitled to vote thereat that represents a majority of the
votes entitled to be cast thereat shall constitute a quorum at such meeting.
(b) Adjournments. If less than a quorum shall be in attendance at the time
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for which a meeting shall have been called, such meeting may, without any notice
other than by
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announcement at such meeting, be adjourned from time to time by the vote of the
shareholders present in person or by proxy representing a majority of the votes
so present, for a period not exceeding one month at any one time, without notice
other than by announcement at the meeting, until a quorum shall attend;
provided, however, that a meeting at which a director or directors are to be
elected shall be adjourned only from day to day until such director or directors
have been elected. A meeting at which a quorum is present may also be adjourned
in like manner. At an adjourned meeting at which a quorum shall attend, any
business may be transacted which might have been transacted if such meeting had
been held as originally called.
Section 3. Annual Meeting. Except as otherwise provided by resolution of
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the board of directors, the annual meeting of shareholders for the election of
directors shall be held on the third Friday after the first Monday in April of
each year. At each annual meeting, the shareholders shall elect directors to
succeed those whose terms have expired as of the date of such annual meeting.
Such other matters as may properly come before a meeting may be acted upon at an
annual meeting.
Section 4. Special Meeting. Special meetings of the shareholders for
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any purpose or purposes may be called by the chief executive officer or
president, by a majority of the board of directors, or by a majority of the
executive committee, if any, of the board of directors; provided, that a special
meeting of shareholders may be called by a shareholder or shareholders as
provided in the Corporation's articles of incorporation, these bylaws, or
otherwise by law.
Section 5. Conduct of Meetings. Meetings of shareholders shall be
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presided over by the chief executive officer or president of the Corporation or,
if the chief executive officer or president is not present at a meeting, by such
other person as the board of directors shall designate or, if no such person is
designated by the board of directors, the most senior officer of the Corporation
present at the meeting. The secretary of the Corporation, if present, shall act
as secretary of each meeting of shareholders; if he is not present at a meeting,
then such person as may be designated by the presiding officer shall act as
secretary of the meeting. Meetings of shareholders shall follow reasonable and
fair procedure. Subject to the foregoing, the conduct of any meeting of
shareholders and the determination of procedure and rules shall be within the
absolute discretion of the presiding officer (the "Chairman of the Meeting"),
and there shall be no appeal from any ruling of the Chairman of the Meeting with
respect to procedure or rules. Accordingly, in any meeting of shareholders or
part thereof, the Chairman of the Meeting shall have the sole power to determine
appropriate rules or to dispense with theretofore prevailing rules. Without
limiting the foregoing, the following rules shall apply:
(a) The Chairman of the Meeting may ask or require that anyone not a bona
fide shareholder or proxy leave the meeting.
(b) A resolution or motion shall be considered for vote only if proposed by
a shareholder or duly authorized proxy, and seconded by an individual, who is a
shareholder or a duly authorized proxy, other than the individual who proposed
the resolution or motion, subject
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to compliance with any other requirements concerning such a proposed resolution
or motion contained in these bylaws. The Chairman of the Meeting may propose any
motion for vote. The order of business at all meetings of shareholders shall be
determined by the Chairman of the Meeting.
(c) The Chairman of the Meeting may impose any reasonable limits with
respect to participation in the meeting by shareholders, including, but not
limited to, limits on the amount of time at the meeting taken up by the remarks
or questions of any shareholder, limits on the numbers of questions per
shareholder, and limits as to the subject matter and timing of questions and
remarks by shareholders.
(d) Before any meetings of shareholders, the board of directors may appoint
any persons other than nominees for office to act as inspectors of election at
the meeting or its adjournment. If no inspectors of election are so appointed,
the Chairman of the Meeting may, and on the request of any shareholder or a
shareholder's proxy shall, appoint inspectors of election at the meeting of
shareholders. The number of inspectors shall be three. If any person appointed
as inspector fails to appear or fails or refuses to act, the Chairman of the
Meeting may, and upon the request of any shareholder or a shareholder's proxy
shall, appoint a person to fill such vacancy.
The duties of these inspectors shall be as follows:
(1) Determine the number of shares outstanding and the voting power of
each, the shares represented at the meeting, the existence of a quorum, and
the authenticity, validity and effect of proxies;
(2) Receive votes or ballots;
(3) Hear and determine all challenges and questions in any way arising
in connection with the right to vote;
(4) Count and tabulate all votes;
(5) Report to the board of directors the results based on the
information assembled by the inspectors; and
(6) Do any other acts that may be proper to conduct the election or
vote with fairness to all shareholders.
Notwithstanding the foregoing, the final certification of the results of any
election or other matter acted upon at a meeting of shareholders shall be made
by the board of directors.
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Section 6. Voting. Except as otherwise provided by the articles of
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incorporation, each holder of shares of capital stock of the Corporation shall
be entitled, at each meeting of shareholders, to one vote for each share of such
stock standing in his name on the books of the corporation on the date of such
meeting or, if the board of directors, pursuant to section 5 of article IX of
these bylaws, shall have fixed a record date for the purpose of such meeting or
shall have fixed a date as of which the books of the Corporation shall be
temporarily closed against transfers of shares, then as of such date. A
shareholder may vote either in person or by proxy appointed by an instrument in
writing, subscribed by such shareholder or by his duly authorized attorney.
Except as otherwise provided by law, the articles of incorporation, or these
bylaws, all elections shall be had and all questions shall be decided by a
majority of the votes cast at a duly constituted meeting at which a quorum is
present.
Section 7. Notice.
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(a) Unless otherwise provided by the articles of incorporation, written or
printed notice, stating the place, day, and hour of each meeting of
shareholders, and, in the case of a special meeting, the business proposed to be
transacted thereat, shall be given in the manner provided in article X of these
bylaws to each shareholder entitled to vote at such meeting, at least 15 days
before an annual meeting and at least five days before a special meeting.
(b) To be properly brought before any meeting of the shareholders, business
must be either (i) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the board of directors pursuant to
subsection (a) of this section 7, (ii) otherwise properly brought before the
meeting by or at the direction of the board of directors, or (iii) otherwise
properly brought before the meeting by a shareholder.
The Chairman of the Meeting shall, if the facts warrant, determine and
declare at any meeting of the shareholders that business was not properly
brought before the meeting of shareholders in accordance with the provisions of
this section 7 of article II, and if he should so determine, he shall so declare
to the meeting and any such business not properly brought before the meeting
shall not be transacted. A determination whether a matter is or is not properly
before the meeting shall not depend on whether such proposal has been or will be
included in any proxy statement delivered or to be delivered to the
Corporation's shareholders.
ARTICLE III
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Directors
Section 1. Certain General Provisions.
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(a) Number. The corporate powers of the Corporation shall be vested in and
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exercised, and the business and affairs of the Corporation shall be managed, by
a board of directors which shall consist of ten directors.
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(b) Classification. The board of directors of the Corporation shall be
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divided into three classes of as nearly as possible equal size, with the term of
office of directors of one class expiring each year. At each annual meeting of
shareholders, the successors to the class of directors whose terms shall have
expired at such meeting shall be elected to hold office for a term expiring at
the third annual meeting succeeding such meeting.
(c) Nominations. Nominations for election of members of the board of
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directors may be made by the board of directors or by a shareholder.
(d) Qualifications; Declaration of Vacancy.
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(1) No person shall be eligible for election or reelection as a
director after attaining age 72, and no person who is or shall have been a
full-time officer or employee of the Corporation or any subsidiary thereof
shall be eligible for election or reelection as a director after attaining
age 65 or (even if under 65) after such director's employment by the
Corporation has terminated.
(2) Upon attaining the age of 72 or 65, as specified in paragraph (1)
immediately preceding, a director may continue to serve as a director of
the Corporation until no later than the next succeeding annual meeting of
shareholders, at which time, unless he has previously ceased to be a member
of the board of directors of the Corporation, his position as a director
shall cease. Notwithstanding the foregoing, with regard to a director of
the Corporation who is also an officer or employee of the Corporation or
any subsidiary thereof, such director's position as a director shall cease
immediately upon termination of such director's employment by the
Corporation.
(3) No person shall be eligible for election or reelection or to
continue to serve as a member of the board of directors who is an officer,
director, agent, representative, partner, employee, or nominee of, or
otherwise acting at the direction of, or acting in concert with, (y) a
"public utility company" (other than one that is an "affiliate" of the
Corporation) or "holding company" (other than one that is an "affiliate" of
the Corporation) as such terms are defined in the Public Utility Holding
Company Act of 1935, as amended, or "public utility" (other than one that
is an "affiliate" (as defined in 18 C.F.R. (S) 161.2) of the Corporation)
as such term is defined in Section 201(e) of the Federal Power Act of 1920,
as amended, or (z) an "affiliate" (as defined in 17 C.F.R. (S) 230.405)
under the Securities Act of 1933, as amended) of any of the persons or
entities specified in clause (y) immediately preceding.
(4) Upon the occurrence of any of the events described in paragraph (2)
of this subsection (d), the affected director shall cease to be a director
of the Corporation at the time specified in such paragraph. Determination
of the eligibility of a person for election, reelection, or continued
service on the board of directors under other provisions of this subsection
(d) or otherwise as provided by applicable law including, but not limited
to,
5
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occurrence of an event specified in Section 81C(2) of the Louisiana
Business Corporation Law, shall, subject to the provisions of paragraph (6)
below, be made by vote of a majority of the members of the board of
directors. If the board of directors, pursuant to such a determination,
determines that a person is ineligible for election, reelection, or
continued service on the board of directors, such ineligibility shall be
effective immediately upon such determination, and, if the affected person
is a director of the Corporation at the time of such determination, his
position as a director shall cease at such time.
(5) If a director of the Corporation ceases to be a director (x) at the
annual meeting of shareholders next succeeding the day upon which he
attained the age of 72 or 65, as specified in paragraphs (1), (2), and (4)
of this subsection (d), and if there is time remaining in the regularly
scheduled term of office of such director, (y) because of termination of
employment, as provided in paragraphs (1), (2), and (4) of this subsection
(d), or (z) upon the determination of the board of directors of the
Corporation pursuant to paragraph (4) of this subsection (d) that a
director of the Corporation is no longer qualified to continue serving as a
director of the Corporation, the board of directors shall declare the
office held by such director vacant and may fill such vacancy as provided
in section 2 of this article III of these bylaws.
(6) Without limiting the ability of the board of directors as provided
by applicable law to declare vacant the position of a director on the board
of directors, if a member of the board of directors has been adjudged by a
court of competent jurisdiction to be guilty of fraud, criminal conduct
(other than minor traffic violations), gross abuse of office amounting to a
breach of trust, or similar misconduct, and no appeal (or further appeal)
therefrom is permitted under applicable law, the other directors then in
office, by unanimous vote, may declare the position occupied by such
director vacant, and such other directors may fill such vacancy as provided
in section 2 of this article III of these bylaws.
(e) Removal. In this subsection (e), the terms "remove" and "removal" and
-------
their related grammatical forms shall refer only to the process of dismissal
provided for in this subsection, and shall not be deemed to refer to
disqualification of a director, cessation of a director to be such, or
declaration of a vacancy in the office of director as provided for in subsection
(d) of this section 1 or otherwise as permitted by law.
A member of the board of directors may be removed by the shareholders of
the Corporation for any reason upon majority vote.
(f) Powers. Subject to the provisions of the laws of the State of
------
Louisiana, the articles of incorporation of the Corporation, and these bylaws,
the board of directors shall have and exercise, in addition to such powers as
are set forth in the articles of incorporation, all of the powers which may be
exercised by the Corporation, including, but without thereby limiting the
generality of the above, the power to create and to delegate, with power to
subdelegate, any of
6
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its powers to any committee, officer, or agent; provided, however, that the
board of directors shall not have the power to delegate its authority to:
(1) amend, repeal, or supplement the bylaws of the Corporation;
(2) take definitive action on a merger, consolidation,
reclassification or exchange of securities, repurchase by the Corporation
of any of its equity securities, transfer of all or substantially all of
the assets of the Corporation, dissolution, "business combination" as
defined in Section 132 of the Louisiana Business Corporation Law, or
similar action;
(3) elect or remove a director or officer of the Corporation;
(4) submit a proposal to shareholders for action by shareholders;
(5) appoint a director to or remove a director from a committee of the
board of directors; or
(6) declare a dividend on the capital stock of the Corporation.
Section 2. Filling of Vacancies. Except to the extent required by law,
--------------------
newly created directorships resulting from any increase in the authorized number
of directors and any vacancies in the board of directors resulting from the
attainment by a director of the age of 72 or 65, as specified in paragraphs (1),
(2), (4), and (5) of subsection (d) of section 1 of this article III, or from
death, resignation, disqualification or removal of a director, or from failure
of the shareholders to elect the full number of authorized directors, or from
any other cause shall be filled by the affirmative vote of at least a majority
of the remaining directors (or director) then in office, even though less than a
quorum of the whole board. Any director elected in accordance with the preceding
sentence shall hold office for the remainder of the full term of the class of
directors in which the new directorship was created or the vacancy occurred. The
shareholders shall have no right to fill any vacancies in the board of
directors, unless there are not any remaining directors to fill such vacancy.
Section 3. Annual and Regular Meetings. Within 45 days after each
---------------------------
annual meeting of shareholders, and if possible on the date of each annual
meeting of shareholders immediately following each such meeting, the board of
directors shall hold an annual meeting for the purpose of electing officers and
transacting other corporate business. Such meeting shall be called in the manner
for calling regular or special meetings of the board of directors.
Other regular meetings of the board of directors shall be held on the
fourth Friday in January and on the third Friday after the first Monday in the
months of July and October at such places as the chief executive officer or
president may direct in the notices of such meetings. At
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least five days' notice by mail or written telecommunication shall be given to
each director of the time and place of holding each regular meeting of the board
of directors.
The failure to hold a regular meeting shall have no effect on the
Corporation, its directors or officers.
Section 4. Special Meetings. A special meeting of the board of directors
----------------
may be called by the chief executive officer or president, to be held at such
place as he may direct in the notice of such meeting, on four days' notice by
mail or three days' notice by written telecommunication, to each director. A
special meeting shall be called by the chief executive officer or president in
like manner on the written request of at least 50% of the members of the board.
Section 5. Place of Meetings; Telephone Meetings. A meeting of the board
-------------------------------------
of directors may be held either within or without the State of Louisiana. The
time and place of holding a regular or special meeting of the board of directors
may be changed and another place and time fixed for such regular or special
meeting by a majority of the members of the board.
The members of the board of directors, and a committee thereof, may
participate in and hold a meeting of the board or of such committee by means of
conference telephone or similar communications equipment provided that all
persons participating in such meeting can hear and communicate with one another.
Participation in a meeting pursuant to this provision shall constitute presence
in person at such meeting, except where a person participates in such meeting
for the express purpose of objecting to the transaction of any business on the
grounds that such meeting was not lawfully called or convened.
Section 6. Quorum. A majority of the directors shall constitute a quorum,
------
but a smaller number may adjourn a meeting from time to time without further
notice until a quorum is secured. If a quorum is present, the directors present
can continue to do business until adjournment notwithstanding the subsequent
withdrawal of enough directors to leave less than a quorum or the refusal of any
director present to vote.
Section 7. Compensation. Each director shall be entitled to receive
------------
from the Corporation reimbursement of his expenses incurred in attending any
regular or special meeting of the board and, by resolution of the board, such
other compensation as it may approve. Such reimbursement and compensation shall
be payable whether or not an adjournment be had because of the absence of a
quorum. Nothing herein contained shall be construed to preclude any director
from serving the Corporation in another capacity and receiving compensation
therefor.
Section 8. Committees. From time to time, the board of directors may
----------
appoint, from its own number, in addition to the committees provided for in
these bylaws, such other committee or committees for such purpose or purposes as
it shall determine. Subject to the limitations imposed by these bylaws, the
articles of incorporation, and the laws of the State of Louisiana,
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each committee of the board of directors shall have such powers as shall be
specified in the resolution of appointment.
ARTICLE IV
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Indemnification
Section 1. Right to Indemnification - General. The Corporation shall
----------------------------------
indemnify any person who was or is, or is threatened to be made, a party to or
otherwise involved in any pending or completed action, suit, arbitration,
alternate dispute resolution mechanism, investigation, administrative hearing or
other proceeding, whether civil, criminal, administrative or investigative (any
such threatened, pending or completed proceeding being hereinafter called a
"Proceeding") by reason of the fact that he 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 business,
foreign or nonprofit corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise (whether the basis of his involvement in such
Proceeding is alleged action in an official capacity or in any other capacity
while serving as such), to the fullest extent permitted by applicable law in
effect from time to time, and to such greater extent as applicable law may from
time to time permit, from and against expenses, including attorney's fees,
judgments, fines, amounts paid or to be paid in settlement, liability and loss,
ERISA excise taxes, actually and reasonably incurred by him or on his behalf or
suffered in connection with such Proceeding or any claim, issue or matter
therein; provided, however, that, except as provided in section 5 of this
article, the Corporation shall indemnify any such person claiming indemnity in
connection with a Proceeding initiated by such person only if such Proceeding
was authorized by the board of directors.
Section 2. Certain Provisions Respecting Indemnification for and
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Advancement of Expenses.
-----------------------
(a) To the extent that a person referred to in section 1 of this article is
required to serve as a witness in any Proceeding referred to therein, he shall
be indemnified against all Expenses (as hereinafter defined) actually and
reasonably incurred by him or on his behalf in connection with serving as a
witness.
(b) The Corporation shall from time to time pay, in advance of final
disposition, all Expenses incurred by or on behalf of any person referred to in
section 1 of this article claiming indemnity thereunder in respect of any
Proceeding referred to therein. Each such advance shall be made within ten days
after the receipt by the Corporation of a statement from the claimant requesting
the advance, which statement shall reasonably evidence the relevant Expenses and
be accompanied or preceded by any such undertaking as may be required by
applicable law respecting the contingent repayment of such Expenses. Whenever
and to the extent applicable law requires the board of directors to act in the
specific case with respect to the payment of Expenses in advance of the final
disposition of any Proceeding, the board of directors shall act with respect
9
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thereto within the period specified in the preceding sentence and shall withhold
the payment of Expenses in advance only if there is a reasonable and prompt
determination by the board of directors by a majority vote of a quorum of
Disinterested Directors (as hereinafter defined), or (if such quorum is not
obtainable or, even if obtainable, a quorum of Disinterested Directors so
directs) by Independent Counsel (as hereinafter defined) in a written opinion,
that advancement of Expenses is inappropriate, even taking into account any
undertaking given with respect to the repayment of such Expenses, because based
on the facts then known there is no reasonable likelihood that the claimant
would be able ultimately to demonstrate that he met the standard of conduct
necessary for indemnification with respect to such Expenses.
Section 3. Procedure for Determination of Entitlement to
---------------------------------------------
Indemnification.
---------------
(a) To obtain indemnification under this article, a claimant shall submit
to the Corporation a written application. The secretary of the Corporation
shall, promptly upon receipt of such an application for indemnification, advise
the board of directors in writing of the application. In connection with any
such application, the claimant shall provide such documentation and information
as is reasonably requested by the Corporation and reasonably available to him
and relevant to a determination of entitlement to indemnification.
(b) A person's entitlement to indemnification under this article, unless
ordered by a court, shall be determined, as required or permitted by applicable
law: (i) by the board of directors by a majority vote of a quorum consisting of
Disinterested Directors, (ii) if a quorum of the board of directors consisting
of Disinterested Directors is not obtainable or, even if obtainable, a quorum of
Disinterested Directors so directs, by Independent Counsel in a written opinion,
or (iii) by the shareholders of the Corporation; provided, however, that if a
Change of Control (as hereinafter defined) shall have occurred, no determination
of entitlement to indemnification adverse to the claimant shall be made other
than one made or concurred in by Independent Counsel, selected as provided in
paragraph (d) of this section, in a written opinion.
(c) If the determination of entitlement to indemnification is to be made by
Independent Counsel in the absence of a Change of Control, the Corporation shall
furnish notice to the claimant within ten days after receipt of the application
for indemnification specifying the identity and address of Independent Counsel.
The claimant may, within fourteen days after receipt of such written notice of
selection, deliver to the Corporation a written objection to such selection,
subject to paragraph (e) of this section. If such an objection is made, either
the Corporation or the claimant may petition any court of competent jurisdiction
for a determination that the objection has no reasonable basis or for the
appointment as Independent Counsel of counsel selected by the court.
(d) If there has been a Change of Control, Independent Counsel to act as
and to the extent required by paragraph (b) of this section or paragraph (b) of
section 2 shall be selected by the claimant, who shall give the Corporation
written notice advising of the identity and address of the Independent Counsel
so selected. The Corporation may, within seven days after receipt of
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such written notice of selection, deliver to the claimant a written objection to
such selection, subject to paragraph (e) of this section. The claimant may,
within five days after the receipt of such objection, select other counsel to
act as Independent Counsel, and the Corporation may, within seven days after
receipt of such written notice of selection, deliver to the claimant a written
objection, as aforesaid, to such second selection. In the case of any such
objection the claimant may petition any court of competent jurisdiction for a
determination that the objection has no reasonable basis or for the appointment
as Independent Counsel of counsel selected by the court.
(e) Any objection to the selection of Independent Counsel may be asserted
only on the ground that the counsel so selected does not qualify as Independent
Counsel under the definition contained in section 7 of this article, and the
objection shall set forth with particularity the basis of such assertion. No
counsel selected by the Corporation or by the claimant may serve as Independent
Counsel if a timely objection has been made to his selection unless a court has
determined that such objection has no reasonable basis.
(f) The Corporation shall pay any and all reasonable fees and expenses of
Independent Counsel acting pursuant to this article and in any proceeding in
which such counsel is a party or a witness in respect of its investigation and
report. The Corporation shall pay all reasonable fees and expenses incident to
the procedures of this section regardless of the manner in which Independent
Counsel is selected or appointed.
Section 4. Presumptions and Effect of Certain Proceedings.
----------------------------------------------
(a) A person referred to in section 1 of this article claiming a right to
indemnification under this article shall be presumed (except as may be otherwise
expressly provided in this article or required by applicable law) to be entitled
to such indemnification upon submission of an application for indemnification in
accordance with section 3, and the Corporation shall have the burden of proof to
overcome the presumption in any determination contrary to the presumption.
(b) Unless the determination is to be made by Independent Counsel, if the
person or persons empowered under section 3 of this article to determine
entitlement to indemnification shall not have made and furnished the
determination in writing to the claimant within 60 days after receipt by the
Corporation of the application for indemnification, the determination of
entitlement to indemnification shall be deemed to have been made in favor of the
claimant unless the claimant knowingly misrepresented a material fact in
connection with the application or such indemnification is prohibited by law.
The termination of any Proceeding, or of any claim, issue or matter therein, by
judgment, order, settlement or conviction, or upon a plea of nolo contender or
its equivalent, shall not of itself adversely affect the right of a claimant to
indemnification or create a presumption that a claimant did not act in a manner
which would deny him the right to indemnification.
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Section 5. Right of Claimant to Bring Suit.
-------------------------------
(a) If (i) a determination is made pursuant to the procedures contemplated
by section 3 of this article that a claimant is not entitled to indemnification
under this article, (ii) advancement of Expenses is not timely made pursuant to
paragraph (b) of section 2 of this article, (iii) Independent Counsel has not
made and delivered a written opinion as to entitlement to indemnification within
90 days after the selection or appointment of counsel has become final by virtue
of the lapse of time for objection or the overruling of objections or
appointment of counsel by a court, or (iv) payment of a claim for
indemnification is not made within five days after a favorable determination of
entitlement to indemnification has been made or deemed to have been made
pursuant to section 3 or 4 of this article, the claimant shall be entitled to
bring suit against the Corporation to establish his entitlement to such
indemnification or advancement of Expenses and to recover the unpaid amount of
his claim. It shall be a defense to any such action (other than an action
brought to enforce a claim for Expenses incurred in defending any Proceeding in
advance of its final disposition where the required undertaking, if any is
required, has been tendered to the Corporation) that the claimant did not meet
the applicable standard of conduct which makes it permissible for the
Corporation to indemnify the claimant for the amount claimed, but the burden of
proving such defense shall be upon the Corporation. Neither the failure of the
Corporation (including its board of directors, Independent Counsel or its
shareholders) to have made a determination before the commencement of such
action that indemnification of the claimant is proper under the circumstances
because he has met such applicable standard of conduct, nor an actual
determination by the Corporation (including its board of directors, Independent
Counsel or its shareholders) that the claimant has not met the applicable
standard of conduct, shall be a defense to the action or create a presumption
that the claimant has not met the applicable standard of conduct, and the
claimant shall be entitled to a de novo trial on the merits as to any such
matter as to which no determination or an adverse determination has been made.
(b) If a claimant is successful in whole or in part in prosecuting any
claim referred to in paragraph (a) of this section, the claimant shall also be
entitled to recover from the Corporation, and shall be indemnified by the
Corporation against, any and all Expenses actually and reasonably incurred by
him in prosecuting such claim.
Section 6. Non-Exclusivity and Survival of Rights. The rights of
--------------------------------------
indemnification and to receive advancement of Expenses contemplated by this
article shall not be deemed exclusive of any other rights to which any person
may at any time be entitled under any bylaw, agreement, authorization of
shareholders or directors (regardless of whether directors authorizing such
indemnification are beneficiaries thereof), or otherwise, both as to action in
his official capacity and as to action in another capacity; provided that no
other indemnification measure shall permit indemnification of any person for the
results of such person's willful or intentional misconduct.
The Corporation may procure or maintain insurance or other similar
arrangement, at its expense, to protect itself and any director, officer,
employee or agent of the Corporation or other corporation, partnership, joint
venture, trust or other enterprise against any expense, liability or
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loss asserted against or incurred by such person, whether or not the Corporation
would have the power to indemnify such person against such expense or liability.
In considering the cost and availability of such insurance, the
Corporation, in the exercise of its business judgment, may purchase insurance
which provides for any and all of (i) deductibles, (ii) limits on payments
required to be made by the insurer, or (iii) coverage which may not be as
comprehensive as that previously included in insurance purchased by the
Corporation. The purchase of insurance with deductibles, limits on payments and
coverage exclusions will be deemed to be in the best interest of the Corporation
but may not be in the best interest of certain of the persons covered thereby.
As to the Corporation, purchasing insurance with deductibles, limits on
payments, and coverage exclusions is similar to the Corporation's practice of
self-insurance in other areas. In order to protect the officers and directors of
the Corporation, the Corporation shall indemnify and hold each of them harmless
as provided in section 1 of this article IV, without regard to whether the
Corporation would otherwise be entitled to indemnify such officer or director
under the other provisions of this article IV, to the extent (i) of such
deductibles, (ii) of amounts exceeding payments required to be made by an
insurer or (iii) that prior policies of officers and directors liability
insurance held by the Corporation would have provided for payment to such
officer or director. Notwithstanding the foregoing provisions of this section 6,
no person shall be entitled to indemnification for the results of such person's
willful or intentional misconduct.
The right to indemnification conferred in this article shall be a contract
right, and no amendment, alteration or repeal of this article or any provision
thereof shall restrict the indemnification rights granted by this article as to
any person claiming indemnification with respect to acts, events and
circumstances that occurred, in whole or in part, before such amendment,
alteration or repeal. The provisions of this article shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of his heirs, executors and legal representatives.
Section 7. Definitions. For purposes of this article:
-----------
(a) "Change of Control" means the occurrence of any of the following events
or circumstances: (1) there shall have occurred an event required to be reported
in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to
any similar item on any similar schedule or form) promulgated under the
Securities Exchange Act of 1934, as amended (the "Act"), whether or not the
Corporation is then subject to such reporting requirement; (2) (i) any "person"
(as such term is used in Section 13(d) and 14(d) of the Act) shall have become
the "beneficial owner", (as defined in Rule 13d-3 under the Act), directly or
indirectly, of securities of the Corporation representing 30% or more of the
combined voting power of the Corporation's then outstanding voting securities
without the prior approval of at least two-thirds of the members of the board of
directors in office immediately before such person's attaining such percentage
interest; (3) the Corporation is a party to a merger, consolidation, sale of
assets or other reorganization, or the subject of a proxy contest, as a
consequence of which members of the board
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of directors in office immediately before such transaction or event constitute
less than a majority of the board of directors thereafter; (4) during any period
of two consecutive years, individuals who at the beginning of such period
constituted the board of directors (including for this purpose any new director
whose election or nomination for election by the Corporation's shareholders was
approved by a vote of at least two-thirds of the directors then still in office
who were directors at the beginning of such period) cease for any reason to
constitute at least a majority of the board of directors.
(b) "Disinterested Director" means a director of the Corporation who is not
and was not a party to the Proceeding in respect of which indemnification is
sought as provided in this article.
(c) "Expenses" shall include all reasonable attorneys' fees, retainers,
court costs, transcript costs, fees of experts, witness fees, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage,
delivery service fees, and all other disbursements or expenses of the types
customarily incurred in connection with prosecuting, defending, preparing to
prosecute or defend, investigating, or being or preparing to be a witness in a
Proceeding.
(d) "Independent Counsel" means a law firm, or a member of a law firm, with
substantial experience in matters of corporation law that neither presently is,
nor in the five years before his selection or appointment has been, retained to
represent: (i) the Corporation or person claiming indemnification in any matter
material to either, or (ii) any other party to the Proceeding giving rise to a
claim for indemnification hereunder, and is not otherwise precluded under
applicable professional standards from acting in the capacity herein
contemplated.
ARTICLE V
---------
Executive Committee
Section 1. Election and Tenure. The board of directors may appoint an
-------------------
executive committee consisting of such number of directors as it may appoint, to
serve at the pleasure of the board of directors, but in any event not beyond the
next annual meeting of the board of directors. The board may at any time,
without notice, remove and replace any member of the executive committee.
Section 2. Powers. Subject to the provisions of subsection (f) of
------
section 1 of article III of these bylaws, the executive committee shall have and
may exercise all powers of the board of directors between meetings of the board.
Section 3. Meetings. The executive committee shall meet at stated
--------
times or on notice to all by one of its number, in which notice the time and
place of the meeting shall be set forth. The executive committee shall fix its
own rules of procedure, and a majority shall constitute a quorum; but the
affirmative vote of a majority of the whole committee shall be necessary in
every
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case. The executive committee shall keep regular minutes of its proceedings and
report the same to the board of directors.
Section 4. Compensation. Members of the executive committee, other than
------------
officers of the Corporation, shall receive such compensation for their services
as shall be prescribed by the board of directors. Each member of the executive
committee shall be entitled to receive from the Corporation reimbursement of his
expenses incurred in attending a meeting of such committee.
ARTICLE VI
----------
Audit Committee
Section 1. Election and Tenure. The board of directors may appoint an
-------------------
audit committee, consisting of such number of directors as it may appoint, to
serve at the pleasure of the board of directors, but in any event not beyond
the next annual meeting of the board of directors. The board may at any time,
without notice, remove and replace any member of the audit committee.
Section 2. Audit Committee. The audit committee shall recommend to the
---------------
board of directors the accounting firm to be selected by the board or to be
recommended by it for shareholder approval, as independent auditors of the
Corporation and its subsidiaries, and to act on behalf of the board in meeting
and reviewing with the independent auditors, the chief internal auditor, and the
appropriate corporate officers matters relating to corporate financial reporting
and accounting procedures and policies, adequacy of financial, accounting, and
operating controls, and the scope of the respective audits of the independent
auditors and the internal auditor. The audit committee shall review the results
of each audit with the respective auditing agency and shall promptly report
thereon to the board of directors. The audit committee shall additionally submit
to the board of directors any recommendations it may have from time to time with
respect to financial reporting and accounting practices and policies and
financial, accounting, and operational controls and safeguards including
establishment and implementation of standards of proper employee and corporate
conduct. Subject to the provisions of subsection (f) of section 1 of article III
of these bylaws, the audit committee shall have such other functions as may be
authorized or directed from time to time by the board of directors.
Section 3. Meetings. The audit committee shall meet at stated times or on
--------
notice to all by one of its number, in which notice the time and place of the
meeting shall be set forth. The audit committee shall fix its own rules of
procedure, and a majority shall constitute a quorum; but the affirmative vote of
a majority of the whole committee shall be necessary in every case. The audit
committee shall keep regular minutes of its proceedings and report the same to
the board of directors.
Section 4. Compensation. Members of the audit committee, other than
------------
officers of the Corporation, shall receive such compensation for their services
as shall be prescribed by the board
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of directors. Each member of the audit committee shall be entitled to receive
from the Corporation reimbursement of his expenses incurred in attending a
meeting of the audit committee.
ARTICLE VII
-----------
Compensation Committee
Section 1. Election and Tenure. The board of directors may appoint a
-------------------
compensation committee, consisting of such number of directors as it may
appoint, to serve at the pleasure of the board of directors, but in any event
not beyond the next annual meeting of the board of directors. The board may at
any time, without notice, remove and replace any member of the compensation
committee.
Section 2. Compensation Committee. The compensation committee shall make
----------------------
recommendations to the board of directors concerning the compensation of the
executives and other employees of the Corporation and matters related to
benefits for employees. Subject to the provisions of subsection (f) of section 1
of article III of these bylaws, the compensation committee shall have such other
functions as may be authorized or directed from time to time by the board of
directors.
Section 3. Meetings. The compensation committee shall meet at stated
--------
times or on notice to all by one of its number, in which notice the time and
place of the meeting shall be set forth. The compensation committee shall fix
its own rules of procedure, and a majority shall constitute a quorum; but the
affirmative vote of the majority of the whole committee shall be necessary in
every case. The compensation committee shall keep regular minutes of its
proceedings and report the same to the board of directors.
Section 4. Compensation. Members of the compensation committee, other
------------
than officers of the Corporation, shall receive such compensation for their
services as shall be prescribed by the board of directors. Each member of the
compensation committee shall be entitled to receive from the Corporation
reimbursement of his expenses incurred in attending a meeting of the
compensation committee.
ARTICLE VIII
------------
Officers
Section l. Election, Tenure, and Compensation. The officers of the
----------------------------------
Corporation shall consist of a president, one or more vice presidents, a
secretary, a treasurer, and such other officers, including a chairman of the
board of directors, as may from time to time be elected or appointed by the
board of directors. Officers of the Corporation shall be elected annually by the
board of directors as provided in section 3 of article III of these bylaws. If
such annual election is not held, the officers then in office shall remain as
such until their respective successors shall
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be elected and qualify. No officer, except the chairman of the board of
directors, need be a director, and any two or more offices, except the offices
of president and vice president, may be held by one person. The powers of all
officers of the Corporation shall be subject to the provisions of subsection (f)
of section 1 of article III of these bylaws.
Section 2. Powers and Duties of Chairman of Board of Directors. The
---------------------------------------------------
chairman of the board of directors, if any, shall, when present, preside at all
meetings of the board of directors. He shall be chief executive officer of the
Corporation and, as such, he shall (a) have general and active management of the
business of the Corporation, (b) have the general supervision and direction of
the other officers of the Corporation and shall see that their duties are
properly performed, (c) see that all orders and resolutions of the board of
directors are carried into effect, (d) have the power to execute contracts and
conveyances on behalf of the Corporation, and (e) perform such other functions
normally performed by a chief executive officer. The chairman of the board of
directors shall perform such other duties as from time to time may be delegated
to him by the board of directors.
Section 3. Powers and Duties of President. The president shall be the
------------------------------
chief executive officer of the Corporation when no chairman of the board has
been elected and, as such, shall perform the duties specified for the chief
executive officer in section 2 of this article VIII. The president shall be
chief operating officer of the Corporation and, subject to the direction of the
chairman of the board of directors, if any, shall be responsible for the
administration and operation of the Corporation's business. He shall have the
power to execute and deliver contracts and conveyances (including without
limitation conveyances of real and personal property to and by the Corporation)
for and on behalf of the Corporation.
Section 4. Powers and Duties of Vice President. The board of directors
-----------------------------------
may appoint one or more vice presidents. Each vice president shall have the
power to execute contracts and conveyances on behalf of the Corporation, and
shall have such other powers and shall perform such other duties as may be
assigned to him by the board of directors or by the president.
Section 5. Powers and Duties of Secretary. The secretary shall attend
------------------------------
and record, in a book kept for such purpose, the proceedings of all meetings of
the shareholders of the Corporation and of the board of directors. He shall keep
an account of stock registered and transferred in such manner as the board of
directors may prescribe. He shall keep the seal of the Corporation and, when
authorized by the board of directors or the executive committee, he shall affix
the seal of the Corporation to any instrument requiring the same, and attest the
same by his signature, or cause the same to be attested by the signature of an
assistant secretary. He shall give proper notice of meetings of shareholders and
directors and shall perform such other duties as shall be assigned to him.
Assistant secretaries shall have such duties as the board of directors may from
time to time prescribe.
Section 6. Powers and Duties of Treasurer. The treasurer shall have
------------------------------
custody of the funds and securities of the Corporation, shall keep full and
accurate accounts of receipts and
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disbursements in books belonging to the Corporation, and shall deposit or cause
to be deposited all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the board
of directors. He shall disburse or cause to be disbursed the funds of the
Corporation as may be ordered by the board of directors, executive committee,
chief executive officer or president, taking proper vouchers for such
disbursements, and shall render to the chief executive officer, the president,
and the directors at the regular meetings of the board of directors, or whenever
they require it, an account of all his transactions as treasurer and of the
financial condition of the Corporation, and at the regular meeting of the board
of directors next preceding the annual shareholders' meeting, a like report for
the preceding fiscal year. He shall give the Corporation a bond, if required by
the board of directors, in such sum and in form and with security satisfactory
to the board of directors, for the faithful performance of the duties of his
office and the restoration to the Corporation, in case of his death,
resignation, or removal from office, of all books, papers, vouchers, moneys, and
other property of whatever kind in his possession belonging to the Corporation.
He shall perform such other duties as the board of directors or executive
committee may from time to time prescribe. Assistant treasurers shall have such
duties as the board of directors may from time to time prescribe.
Section 7. Delegation of Duties. In case of the absence or disability
--------------------
of any officer of the Corporation, or for any other reason deemed sufficient by
the board of directors, the board of directors may delegate such officer's
powers or duties for the time being to any other officer, to any employee with
management responsibility, or to any director.
ARTICLE IX
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Capital Stock
Section l. Stock Certificates. Certificates representing shares of the
------------------
capital stock of the Corporation shall be signed by the chief executive officer,
the president or one of the vice presidents of the Corporation and also by the
secretary or an assistant secretary, or the treasurer or an assistant treasurer.
Such certificates shall have affixed an impression of the seal of the
Corporation. Where such certificates are countersigned by a transfer agent and
by a registrar, both of which may be the same institution, the signatures of
such officers and the seal of the Corporation thereon may be facsimiles,
engraved or printed. If an officer of the Corporation who shall have signed a
certificate of capital stock, or whose facsimile signature has been affixed for
such purpose, shall cease to be such officer of the Corporation before the stock
certificate so signed shall have been issued by the Corporation, such stock
certificate may nevertheless be issued and delivered with the same force and
effect as though the person who signed such certificate or whose facsimile
signature has been affixed for such purpose had not ceased to be such officer of
the Corporation.
Section 2. Lost or Destroyed Certificates. The board of directors may
------------------------------
determine the conditions upon which a new certificate for capital stock of the
Corporation may be issued in place of a certificate which is alleged to have
been lost, stolen, or destroyed and may, in its discretion,
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require the owner of such certificate or his legal representative to give bond
with sufficient surety to the Corporation to indemnify it against any loss or
claim which may arise by reason of the issue of a new certificate in the place
of the one so alleged to have been lost, stolen, or destroyed.
Section 3. Transfer of Shares. The shares of capital stock of the
------------------
Corporation shall be transferable only upon its books by the holders thereof in
person or by their duly authorized attorneys or legal representatives, and upon
such transfer the old certificates shall be surrendered to the Corporation by
the delivery thereof to the person in charge of the stock or transfer books and
ledgers, or to such other person as the board of directors may designate, by
whom they shall be canceled. New certificates shall thereupon be issued,
representing the shares so transferred. A record shall be made of each transfer.
Section 4. Dividends. Dividends upon the capital stock may be declared
---------
by the board of directors at a regular or special meeting out of the net profits
or surplus of the Corporation. Before paying a dividend or making a distribution
of profits, there may be set aside out of the accumulated profits of the
Corporation such sum or sums as the directors from time to time, in their
absolute discretion, think proper as a reserve fund for meeting contingencies or
for equalizing dividends or for repairing or maintaining property of the
Corporation or for such other purpose as the directors shall think conducive to
the interests of the Corporation.
Section 5. Closing Transfer Books; Fixing Record Date. The board of
------------------------------------------
directors may fix the time, not exceeding 60 days preceding the date of a
meeting of shareholders, a dividend payment date, or a date for the allotment of
rights, during which the books of the Corporation shall be temporarily closed
against transfers of stock; or, in lieu thereof, the board of directors may fix
a date, not exceeding 60 days preceding the date of a meeting of shareholders, a
dividend payment date, or a date for the allotment of rights, as a date for the
taking of a record of the shareholders entitled to notice of and to vote at such
meeting, or entitled to receive such dividends or such rights, as the case may
be; and only shareholders of record on such date shall be entitled to notice
of and to vote at such meeting, or to receive such dividends or rights, as the
case may be.
ARTICLE X
---------
Notices
Section 1. Manner of Giving Notice. Notice required to be given under
-----------------------
the provisions of these bylaws to a director, officer, or shareholder shall not
be construed to mean personal notice, but may be given by depositing written or
printed notice in a post office or letter box in a postpaid wrapper addressed to
such director, officer, or shareholder at such address as appears on the books
of the Corporation, such notice to be deemed to have been given at the time when
the same shall have been thus mailed; or, if such person has provided a
telecommunications address to the Corporation, such notice may be given by
prepaid written telecommunication sent
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to such address and in such event shall be deemed to have been given at the time
when the same shall have been transmitted.
Section 2. Waiver of Notice. Any shareholder, officer, or director may
----------------
waive, in writing or by written telecommunication, whether before or after the
time stated, any notice required to be given under these bylaws. Attendance at
any meeting by a director or shareholder without first objecting to lack of
notice shall constitute waiver of notice.
ARTICLE XI
----------
Miscellaneous
Section 1. Fiscal Year. The fiscal year of the Corporation shall begin
-----------
on the first day of January and end on the last day of December in each year.
Section 2. Checks and Drafts. All checks, drafts, and orders for the
-----------------
payment of money shall be signed by the treasurer, in person or by facsimile or
other authorized means, or by such other officer or officers or agents as the
board of directors may from time to time designate. No check shall be signed in
blank.
Section 3. Books and Records. The books, accounts, and records of the
-----------------
Corporation shall, subject to the limitations fixed by law, be open to
inspection by the shareholders at such times and subject to such regulations as
the board of directors may prescribe.
Section 4. Separability. If one or more of the provisions of these
------------
bylaws shall be held to be invalid, illegal, or unenforceable, such invalidity,
illegality, or unenforceability shall not affect any other provision hereof and
these bylaws shall be construed as if such invalid, illegal, or unenforceable
provision or provisions had never been contained herein.
ARTICLE XII
-----------
Amendment of Bylaws
These bylaws may be amended, repealed, or supplemented at any regular
meeting of the board of directors, or at any special meeting called for such
purpose, by the affirmative vote of a majority of the board of directors, or by
unanimous written consent; provided, however, that in each instance an
amendment, repeal, or supplement shall not be inconsistent with the law or the
articles of incorporation of the Corporation and shall be subject to the power
of the shareholders to amend, repeal, or supplement the bylaws so made.
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