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GRAYBAR ELECTRIC COMPANY, INC.
(A NEW YORK CORPORATION)
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By-Laws
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ADOPTED JUNE 12, 1970
[WITH AMENDMENTS THROUGH
JULY 25, 2000]
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BY-LAWS
OF
GRAYBAR ELECTRIC COMPANY, INC.
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ARTICLE I
MEETINGS OF SHAREHOLDERS
SECTION 1. ANNUAL MEETINGS. The annual meeting of shareholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held at 9:30 o'clock A.M. on the
second Thursday in June in each year, or on such other date and at such other
time as the Board of Directors shall fix by resolution, commencing with the
year 1971, if not a legal holiday, and if a legal holiday, then on the next
succeeding business day at such time as shall be designated in the notice
thereof.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may
be called at any time by the President, a Vice-President or a majority of the
members of the Board of Directors, and it shall be the duty of any of the
foregoing officers and that of the Board of Directors to call forthwith such
a meeting upon demand as prescribed by law and whenever the holders of record
of one-third of the outstanding shares of the stock of the corporation
entitled to vote shall so request in writing.
SECTION 3. PLACE OF MEETINGS. Annual meetings of the shareholders
shall be held at such place, within or without the State of New York, as may
be fixed by the Board of Directors by resolution, or, if not so fixed, at the
principal office of the corporation in the County of New York. Except as
otherwise provided by statute, special meetings of the shareholders shall be
held at such place, within or without the State of New York, as shall be
specified in the respective notices or waivers of notice thereof.
SECTION 4. NOTICE OF MEETINGS. Except as otherwise provided by
statute, notice of each meeting of the shareholders, whether annual or
special, shall be in writing and signed by the President or a Vice-President
or the Secretary or an Assistant Secretary and shall state the place, date
and hour thereof. Such notice in the case of a special meeting shall also
state the purpose or purposes for which the meeting is called and shall
indicate that it is being issued by or at the direction of the person or
persons calling the meeting. A copy of the notice of every annual and
special meeting of shareholders shall be served, either personally or by
mail, upon each shareholder of record entitled to vote thereat and upon any
shareholder who, by reason of any action proposed at such meeting, would be
entitled to have his stock appraised if such
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action were taken, not less than ten (10) nor more than fifty (50) days
before the meeting. If mailed, such notice shall be deposited in the United
States Mail, with postage thereon prepaid, directed to the shareholder at his
address as it appears on the record of shareholders, or, if he shall have
filed with the Secretary of the corporation a written request that notices to
him be mailed to some other address, then directed to him at such other
address. If at any meeting, annual or special, action is proposed to be
taken which would, if taken, entitle shareholders fulfilling the requirements
of law to receive payment for their shares, the notice of the meeting shall
include a statement of that purpose and to that effect. Nevertheless, notice
of any meeting need not be given to any shareholder who in person or by
attorney thereunto duly authorized, shall waive notice of such meeting, in
writing or by telegraph, either before or after such meeting. The attendance
of any shareholder at a meeting, in person, or by proxy, without protesting
prior to the conclusion of the meeting the lack of notice of such meeting,
shall constitute a waiver of notice by him. Notice of any adjourned meeting
of shareholders need not be given if the time and place of such adjourned
meeting are announced at the meeting at which the adjournment is taken,
unless the Board of Directors fixes a new record date for the adjourned
meeting.
SECTION 5. QUORUM. Except as otherwise provided by law, at all
meetings of shareholders there shall be present, in person or by proxy,
shareholders of record of a majority of the shares entitled to vote at such
meetings in order to constitute a quorum, but less than a quorum shall have
the power to adjourn any meeting. If no shareholder entitled to vote is
present in person or by proxy, any officer entitled to preside or act as
secretary of such meeting may adjourn the meeting from time to time for a
period not exceeding twenty (20) days in any one case. At any such adjourned
meeting at which a quorum shall be present, any business may be transacted
which might have been transacted at the meeting as originally called if a
quorum had been there present. When a quorum is once present to organize a
meeting, it is not broken by the subsequent withdrawal of any shareholders.
SECTION 6. INSPECTORS OF VOTING. The Board of Directors, in advance of
any shareholders' meeting, may appoint one or more inspectors to act at the
meeting or any adjournment thereof. If inspectors are not so appointed, the
person presiding at a shareholders' meeting may, and on the request of any
shareholder entitled to vote thereat shall, appoint one or more inspectors.
In case any person appointed fails to appear or act, the vacancy may be
filled by appointment made by the Board of Directors in advance of the
meeting or at the meeting by the person presiding thereat. Inspectors, none
of whom shall be an officer, director or a candidate for the office of
director, shall determine the number of shares outstanding and the voting
power of each, the shares represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall determine and report to
the meeting as to the results of all voting (by ballot or otherwise) on all
matters submitted to a vote at the meeting. Each inspector, before entering
upon the discharge of his duties, shall take and sign an oath faithfully to
execute the duties of inspector at such meeting with strict impartiality and
according to the best of his ability.
SECTION 7. VOTING. At each meeting of shareholders every shareholder
of record of stock entitled to vote shall be entitled to one vote for every
share of such stock outstanding in
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his name on the record of shareholders and all questions, except as otherwise
provided by statute, or by the Certificate of Incorporation of this
corporation, or by these By-Laws, shall be determined by a majority of the
votes so cast. Persons holding stock in a fiduciary capacity shall be
entitled to vote the shares so held. Any shareholder entitled to vote may
vote by proxy, provided that the instrument authorizing such proxy to act
shall have been executed in writing by the shareholder or by his duly
authorized attorney. No proxy shall be valid after the expiration of eleven
(11) months from the date of its execution unless otherwise provided in the
proxy. Such instrument shall be exhibited to the Secretary and the
Inspectors of Voting at the meeting and shall be filed with the records of
the corporation.
SECTION 8. LIST OF SHAREHOLDERS. A list of shareholders as of the
record date, certified by the corporate officer responsible for its
preparation or by a transfer agent, shall be produced at any meeting of
shareholders upon the request thereat or prior thereto of any shareholder.
If the right to vote at any meeting is challenged, the inspectors of voting,
or person presiding thereat, shall require such list of shareholders to be
produced as evidence of the right of the persons challenged to vote at such
meeting, and all persons who appear from such list to be shareholders
entitled to vote thereat may vote at such meeting.
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ARTICLE II
BOARD OF DIRECTORS
SECTION 1. GENERAL POWER AND QUALIFICATIONS. Except as otherwise
provided by law or by the Certificate of Incorporation or any amendment
thereto, the business of the corporation shall be managed by the Board of
Directors, which may adopt such rules and regulations for that purpose and
for the conduct of its meetings as it may deem proper. The Board of
Directors may have one or more offices and keep the books, records and
minutes of the corporation, except such records as are required to be kept in
the State of New York, at such places as it may from time to time determine.
Any of such records may be in written form or in any other form capable of
being converted into written form within a reasonable time. In addition to
the powers and authority expressly conferred upon it by these by-laws, the
Board of Directors may exercise all such powers of the corporation and do all
such lawful acts and things as are allowed by the Certificate of
Incorporation or by law. Each director shall be at least twenty-one years of
age; directors may but need not be shareholders.
SECTION 2. NUMBER AND TERM OF OFFICE. The number of directors shall be
not less than seven nor more than twenty-one, and shall be determined
annually by the shareholders at the annual meeting of shareholders. The
directors shall be elected by a plurality of the votes cast at the annual
meeting of shareholders in each year to hold office until the next annual
meeting and until their successors shall have been elected and qualified,
except in the event of death, resignation, removal or the earlier termination
of their respective terms of office.
SECTION 3. NOTICES, TIME AND PLACE OF MEETINGS. The annual meeting of
the Board of Directors shall be held promptly after the annual meeting of
shareholders, at the place where such annual meeting of shareholders was
held, or at such other place, within or without the State of New York, as the
Board of Directors may fix by resolution. Regular meetings of the Board of
Directors shall be held on the second Thursday of March, September and
December, or on such other date as the Board of Directors may fix by
resolution, at such time and place as shall be designated in the notice or
waiver of notice thereof. If the day hereinabove determined for any such
meeting falls on a legal holiday, such regular meeting shall be held on the
next regular business day.
Special meetings of the Board of Directors may be called by the
President or a Vice-President or by any two directors. Notices of such
meetings shall be given as hereinafter provided in this Section 3 of Article
II and shall be held at such place, within or without the State of New York,
as may be specified in the respective notices or waivers of notice thereof.
Notice of the time, place and purpose of each meeting of the Board of
Directors shall be mailed to each director, addressed to him at his residence
or usual place of business at least two (2) days before the day on which the
meeting is to be held, or shall be given to him at such place by telegraph or
telephone, or delivered personally not later than the day before the day on
which the meeting is to be held. Notice of any meeting need not be given to
any
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director if waived by him in writing or by telegraph either before or after
such meeting. At any meeting at which every member of the Board of Directors
shall be present, though held without notice, any business may be transacted
which might have been transacted if the meeting had been duly called.
SECTION 4. QUORUM AND MANNER OF ACTING. One-third of the entire Board
of Directors shall constitute a quorum for the transaction of business and,
except as otherwise provided by law, by the Certificate of Incorporation or
these By-Laws, the act of a majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors. In the
absence of a quorum, a majority of the directors present at the time and
place of any meeting may adjourn the meeting from time to time until a quorum
be present, and notice of any adjourned meeting need not be given.
SECTION 5. REMOVAL OF DIRECTORS. Any director may be removed from
office, either with or without cause, at any time by vote of the holders of a
majority of the outstanding shares of stock, given at any special meeting of
the shareholders called for the purpose. Any vacancy so created may be
filled by a plurality of the votes of the shareholders given at such meeting.
In case any vacancy so created shall not be so filled by the shareholders at
such meeting, such vacancy may be filled by the directors as provided in
Section 6 of this Article II.
SECTION 6. VACANCIES. Vacancies in the Board of Directors resulting
from an increase in the number of directors and vacancies occurring in the
Board of Directors for any reason may be filled by vote of a majority of the
directors then in office, although less than a quorum exists, at any special
meeting called for that purpose or at any regular meeting of the Board of
Directors. A director elected to fill a vacancy shall be elected to hold
office for the unexpired term of his predecessor.
SECTION 7. EXECUTIVE COMMITTEE. The Board of Directors, by resolution
passed by a majority of the entire Board of Directors, may designate from
among its members an executive committee consisting of not less than three
directors nor more than eight directors, of whom the President shall be one,
which shall have the power to exercise, during the interval between meetings
of the Board of Directors, all the authority of the Board of Directors except
that such committee shall not have authority as to (a) the submission to
shareholders of any action that needs shareholders' authorization or approval
under law, (b) the filling of vacancies in the Board of Directors or in such
committee, (c) the fixing of compensation of the directors for serving on the
Board of Directors or on such committee, (d) the amendment or repeal of the
By-Laws, or the adoption of new by-laws or (e) the amendment or repeal of any
resolution of the Board of Directors which by its terms shall not be so
amendable or repealable or the taking of any action as may be proscribed by
such resolution of the Board of Directors. The Board of Directors may
designate one or more directors as alternate members of such committee. Such
committee and the members thereof shall serve at the pleasure of the Board of
Directors. At all meetings of the executive committee the presence of
members constituting a majority of the membership of the entire executive
committee shall be necessary and sufficient to constitute a quorum for the
transaction of business, and the act of a majority
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of the members present at any meeting at which a quorum is present shall be
the act of such committee. Such committee may adopt its own rules of
procedure, may meet at stated times or on such notice as such committee may
determine, and shall keep regular minutes of its proceedings and report the
same to the Board of Directors when required.
SECTION 8. OTHER COMMITTEES OF DIRECTORS. The Board of Directors, by
resolution or resolutions passed by a majority of the entire Board of
Directors, may designate one or more committees, in addition to the Executive
Committee, each committee to consist of two or more of the directors of the
Company.
Vacancies in membership of any such committee shall be filled by the
vote of a majority of the entire Board of Directors. The Board of Directors
may designate one or more directors as alternate members of any committee,
who may replace any absent member at any meeting of the committee. Members
of any such committee shall hold office for such period as may be fixed by a
resolution adopted by a majority of the entire Board of Directors, subject,
however, to removal at any time by the vote of the Board of Directors.
Except as otherwise provided by law, any such committee, to the extent
provided in the resolution or resolutions creating such committee, shall have
all the authority of the Board of Directors except that no such committee
shall have authority as to the following matters: (a) the submission to
shareholders of any action that needs shareholders' approval; (b) the filling
of vacancies on the Board of Directors or on any committee; (c) the fixing of
compensation of the directors for serving on the Board of Directors or on any
committee; (d) the amendment or repeal of these By-Laws, or the adoption of
new By-Laws; and (e) the amendment or repeal of any resolution of the Board
of Directors that by its terms shall not be so amendable or repealable.
Each such committee may adopt its own rules of procedure and may meet at
stated times or on such notice as such committee may determine. Except as
otherwise permitted by these By-Laws, each committee shall keep regular
minutes of its proceedings and report the same to the Board of Directors when
required.
SECTION 9. ACTION WITHOUT A MEETING. Unless otherwise provided by the
Certificate of Incorporation, any action required or permitted to be taken by
the Board of Directors or any committee thereof may be taken without a
meeting if all members of the Board of Directors or the committee consent in
writing to the adoption of a resolution authorizing the action. The
resolution and written consents thereto by the members of the Board of
Directors or committee shall be filed with the minutes of the proceedings of
the Board of Directors or the committee.
SECTION 10. TELEPHONIC MEETINGS. Any one or more members of the Board
of Directors or any committee thereof may participate in a meeting of the
Board of Directors or such committee by means of a conference telephone or
similar communications equipment by means of which all persons participating
in the meeting can hear each other at the same time, and participation by
such means shall constitute presence in person at such meeting.
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ARTICLE III
OFFICERS
SECTION 1. NUMBER. The principal officers of the corporation shall be
elected by the Board of Directors and shall include a President, one or more
Senior Vice-Presidents, one or more Vice-Presidents, a Secretary, a Treasurer
and a Comptroller, and, at the discretion of the Board of Directors, may
include a Chairman of the Board. Any two or more offices may be held by the
same person except the offices of President and Secretary. The Executive
Committee shall not have the right to elect a Chairman of the Board.
SECTION 2. ELECTION, TERM OF OFFICE AND QUALIFICATIONS. Each officer,
except such officers as may be appointed in accordance with the provisions of
Section 3 of this Article III, shall be elected or appointed by the Board of
Directors at its annual meeting, but in the event of the failure of the Board
of Directors so to elect any officer, such officer may be elected at any
subsequent meeting of the Board. The Chairman of the Board may be elected at
any meeting of the Board if the office is vacant or being created. Each
officer shall hold office until the annual meeting of the Board of Directors
next after his or her election and until his or her successor has been duly
elected or appointed and qualified or until his or her death or until he or
she shall resign or shall have been removed in the manner hereinafter
provided. The Chairman of the Board and the President shall be and remain a
director, but no other officer need be a director.
SECTION 3. SUBORDINATE OFFICERS AND AGENTS. The Board of Directors
from time to time may appoint other officers or agents, including one or more
additional Vice-Presidents, one or more Assistant Vice-Presidents, one or
more Assistant Treasurers, one or more Assistant Secretaries, one or more
Assistant Comptrollers, one or more Cashiers and one or more Assistant
Cashiers, each of whom shall hold office for such period, have such authority
and perform such duties as the Board of Directors from time to time may
determine. The Treasurer shall have power to appoint one or more Cashiers
and one or more Assistant Cashiers, each of whom shall hold office for such
period, have such authority and perform such duties as the Treasurer from
time to time may determine subject to the provisions of these By-Laws. The
Board of Directors may delegate to any officer or agent the power to appoint
any subordinate officer or agent and to prescribe his respective authority
and duties.
SECTION 4. REMOVAL. The officers specifically designated in Section 1
of this Article III may be removed, either with or without cause, by the vote
of a majority of the entire Board of Directors at a special meeting of the
Board of Directors called for the purpose. The officers appointed in
accordance with the provisions of Section 3 of this Article III may be
removed, either with or without cause, by the Board of Directors, by a
majority vote of the directors present at any meeting, or by any officer or
agent upon whom such power of removal may be conferred by the Board of
Directors.
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SECTION 5. VACANCIES. A vacancy in any office because of death,
resignation, removal or disqualification, or any other cause, may be filled
for the unexpired portion of the term in the manner prescribed by these
By-Laws for regular appointments or elections to such offices.
SECTION 6. CHAIRMAN OF THE BOARD. The Chairman of the Board shall
preside at all meetings of Shareholders and of the Board of Directors at
which he or she is present and shall perform such other duties and have such
other authority as from time to time may be assigned to him or her by the
Board of Directors.
SECTION 7. PRESIDENT. The President shall be the chief executive
officer of the corporation and, subject to the instructions of the Board of
Directors, shall have general charge of the business, affairs and property of
the corporation and control over its other officers, agents and employees.
In the absence of the Chairman of the Board, the President shall preside at
all meetings of the shareholders and of the Board of Directors at which he or
she may be present. The President shall do and perform such other duties and
have such other authority as from time to time may be assigned by the Board
of Directors.
SECTION 8. SENIOR VICE-PRESIDENTS AND VICE-PRESIDENTS. The Senior
Vice-Presidents and Vice-Presidents shall perform such duties, including
those of the President, as may be assigned them by the President or Board of
Directors from time to time, and, during absence or disability of the
President, his full powers shall devolve upon such Senior Vice-President or
Vice-President as the President may designate (or in the absence of such
designation, as the Board of Directors may designate).
SECTION 9. SECRETARY. The Secretary shall keep the minutes of the
meetings of shareholders and the Board of Directors and shall see that all
notices are duly given in accordance with the provisions of these By-Laws or
as required by law. He shall be custodian of the records, books, reports,
statements, certificates and other documents of the corporation and of the
seal of the corporation, and see that the seal is affixed to all stock
certificates prior to their issuance and to all documents requiring such
seal. In general, he shall perform all duties and possess all authority
incident to the office of Secretary, and he shall perform such other duties
and have such other authority as from time to time may be assigned to him by
the Board of Directors.
SECTION 10. ASSISTANT SECRETARY. The Assistant Secretary, or if there
be more than one, the Assistant Secretaries, shall, in the absence of the
Secretary, perform all the duties of that officer and at all times shall
perform such duties as may be assigned to him or to them by the President or
Secretary.
SECTION 11. TREASURER. The Treasurer shall have supervision over the
funds, securities, receipts and disbursements of the corporation. He shall
in general perform all duties and have authority incident to the office of
Treasurer and shall perform such other duties and have such other authority
as from time to time may be assigned or granted to him
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by the Board of Directors. He may be required to give a bond for the
faithful performance of his duties in such form and amount as the Board of
Directors may determine.
SECTION 12. ASSISTANT TREASURER. The Assistant Treasurer, or if there
be more than one, the Assistant Treasurers, shall, in the absence of the
Treasurer, perform all the duties of that officer and at all times shall
perform such duties as may be assigned to him or to them by the President or
Treasurer. Each Assistant Treasurer may be required to give a bond for the
faithful performance of his duties in such form and amount as the Board of
Directors may determine.
SECTION 13. COMPTROLLER. The Comptroller shall have custody and charge
of all books of account, except those required by the Secretary or the
Treasurer in keeping record of the work of their offices, and shall have
supervision over such subsidiary accounting records as may be kept in
departmental offices. He shall have access to all books of account,
including the Treasurer's records and the stock books, for purposes of audit
and for obtaining information necessary to verify or complete the records of
his office. The Comptroller or his duly authorized representative shall
certify to the authorizations and approvals pertaining to all vouchers, and,
unless the office of Comptroller shall be vacant, no payments shall be made
by the Treasurer except on vouchers bearing the written approval of the
Comptroller or other accounting officer designated by him with the approval
of the President or a Vice-President. The Comptroller shall perform such
other duties as may be required by the Board of Directors or the President.
SECTION 14. ASSISTANT COMPTROLLER. The Assistant Comptroller, or if
there be more than one, the Assistant Comptrollers, shall, in the absence of
the Comptroller, perform all the duties of that officer and at all times
shall perform such duties as may be assigned to him or to them by the
President or Comptroller.
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ARTICLE IV
CONTRACTS, LOANS, DEPOSITS, CHECKS, DRAFTS, ETC.
SECTION 1. CONTRACTS. Except as otherwise provided in these By-Laws,
the Board of Directors may authorize any officer or officers, agent or agents
to enter into any contract or to execute or deliver any instrument on behalf
of the corporation, and such authority may be general or confined to specific
instances.
SECTION 2. LOANS. No loans shall be contracted on behalf of the
corporation and no negotiable papers shall be issued in its name, unless and
except as authorized by the Board of Directors. Any officer or agent of the
corporation thereunto so authorized may effect loans or advances for the
corporation and for such loans and advances may make, execute and deliver
promissory notes, bonds or other evidences of indebtedness of the
corporation. When authorized as aforesaid, such officer may pledge,
hypothecate or transfer as security for the payment of any and all loans,
advances, indebtedness and liabilities of the corporation any and all stocks,
bonds, other securities and other personal property at any time held by the
corporation, and to that end may endorse, assign and deliver the same, and do
every act and thing necessary or proper in connection therewith. Such
authority may be general or confined to specific instances.
SECTION 3. DEPOSITS. All funds of the corporation shall be deposited
from time to time to the credit of the corporation in such banks or trust
companies or with such bankers or other depositaries as the Board of
Directors may select, or as may be selected by any officer or officers, agent
or agents of the corporation to whom such power may from time to time be
delegated by the Board of Directors.
SECTION 4. CHECKS. Checks drawn on the funds of the corporation shall
be paid out only when signed by one of the following: viz:-Treasurer,
Assistant Treasurer, Cashier, or Assistant Cashier.
The Treasurer, Assistant Treasurer, Cashier or Assistant Cashier shall
have power to endorse checks, drafts, warrants and notes for deposit to the
credit of the corporation and to give receipts on behalf of the corporation.
All notes or other evidences of indebtedness shall be signed by the
President or a Vice-President, and by any one of the following: Secretary,
Assistant Secretary, Treasurer or Assistant Treasurer, or in such other
manner as the Board of Directors from time to time may determine.
SECTION 5. PROXIES. Any shares of stock in any other corporation which
may from time to time be held by this corporation may be represented and
voted at any meeting of shareholders of such corporation by any person or
persons thereunto authorized by the Board
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of Directors or, if no one be so authorized, by the President or a
Vice-President or by any proxy appointed in writing by the President or any
Vice-President.
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ARTICLE V
SHARES OF STOCK AND THEIR TRANSFER
SECTION 1. CERTIFICATE OF STOCK. Certificates for shares of stock of
the corporation shall be in such form as shall be approved by the Board of
Directors. They shall be signed by the President or a Vice-President and by
the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer and sealed with the seal of the corporation. Such seal may be
facsimile, engraved or printed. If any such certificate is signed by a
transfer agent or a transfer clerk and by a registrar, the signature of any
such President, Vice-President, Secretary, Assistant Secretary, Treasurer or
Assistant Treasurer and the seal of the corporation upon certificate may be
facsimile, engraved or printed.
SECTION 2. TRANSFERS OF STOCK. A stock record shall be kept containing
the names, alphabetically arranged, of all persons who are shareholders of
the corporation, showing their places of residence, the number of shares of
stock held by them, respectively, the time when they respectively became the
owners thereof and the amount paid thereon. Subject to the provisions of the
Certificate of Incorporation, transfers of the shares of stock of the
corporation shall be made on the books of the corporation by the holder
thereof or by his attorney thereunto duly authorized by a power of attorney
duly executed and filed with the Secretary, or with the transfer agent, if
any, for such stock, and on surrender of the certificate or certificates for
such shares properly endorsed. The corporation shall be entitled to treat
the holder of record of any share or shares of stock as the holder and owner
thereof and shall not be bound to recognize any legal, equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise expressly provided by the laws of the State of New York.
SECTION 3. LOST OR DESTROYED CERTIFICATES. The holder of any stock of
the corporation shall immediately notify the corporation of any loss,
destruction, theft or mutilation of the certificate thereof and the
corporation with the approval of the Board of Directors may issue a new
certificate of stock in the place of such certificate theretofore issued by
it alleged to have been lost, destroyed, stolen or mutilated. The Board of
Directors in its discretion may require the owner of the certificate alleged
to have been lost, destroyed, stolen or mutilated, or his legal
representatives, to give the corporation and its transfer agent and its
registrar of transfers if any, before the issuance of such new certificate, a
bond of indemnity in such sum and in such form and with such surety or
sureties as the Board of Directors may direct.
SECTION 4. REGULATIONS. The Board of Directors may make such rules and
regulations as it may deem expedient concerning the issuance and transfer of
certificates for shares of stock of the corporation and may appoint transfer
agents or registrars, or both, and may require all certificates of stock to
bear the signature of either or both.
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SECTION 5. FIXING OF RECORD DATE. The Board of Directors may at any
time fix a record date not more than fifty (50) nor less than ten (10) days
prior to (a) the date of any meeting of shareholders or (b) the last day on
which shareholders are entitled to express consent to or dissent from any
proposal without a meeting, as the date as of which shareholders entitled to
notice of or to vote at such a meeting, or whose consent or dissent is
required or may be expressed, for any purpose, as the case may be, shall be
determined, and, except as otherwise provided by law, all persons who were
the holders of record of voting shares at such date and no others shall be
entitled to notice of and to vote at such meeting or to express their consent
or dissent, as the case may be. The Board of Directors may at any time fix a
record date not exceeding fifty (50) days prior to the date fixed for the
payment of any dividend or the making of any distribution or for the delivery
or allotment of evidences of rights or evidences of interest arising out of
any change, conversion, or exchange of capital shares, as the date for the
determination of the shareholders entitled to receive any such dividend,
distribution, rights or interest, and in any such case only shareholders of
record at the date so fixed shall be entitled to receive such dividend,
distribution, rights or interest.
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ARTICLE VI
MISCELLANEOUS
SECTION 1. CORPORATE SEAL. The corporate seal shall be in such form as
shall be approved from time to time by the Board of Directors.
SECTION 2. FISCAL YEAR. The fiscal year of the corporation shall end
on the 31st day of December in each year.
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ARTICLE VII
AMENDMENTS
SECTION 1. BY THE SHAREHOLDERS. These By-Laws may be amended, added
to, altered or repealed, or new by-laws may be adopted, at any meeting of
shareholders of the corporation by the affirmative vote of the holders of a
majority of the shares entitled to vote in the election of directors present
and voting at such meeting, provided, in the case of a special meeting,
notice that an amendment is to be considered and acted upon is inserted in
the notice or waiver of notice of said meeting.
SECTION 2. BY THE DIRECTORS. Except as otherwise provided by law or
these By-Laws, these By-Laws may be amended, added to, altered or repealed,
or new by-laws may be adopted, at any meeting of the Board of Directors at
which a quorum is present, by the affirmative vote of a majority of the
directors then in office, but any by-law adopted by the Board of Directors
may be amended or repealed by the shareholders entitled to vote thereon. If
any by-law regulating an impending election of directors is adopted, amended
or repealed by the Board of Directors, there shall be set forth in the notice
of the next meeting of shareholders for the election of directors the by-law
so adopted, amended or repealed, together with a concise statement of the
changes made.
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ARTICLE VIII
INDEMNIFICATION
To the full extent authorized by law, the corporation shall and hereby
does indemnify any person who shall at any time be made, or threatened to be
made, a party in any civil or criminal action or proceeding by reason of the
fact that he, his testator or his intestate is or was a director or officer
of the corporation or served another corporation in any capacity at the
request of the corporation.
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