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EXHIBIT 3ii.
RESTATED
BY-LAWS
OF
COMPUTER TASK GROUP, INCORPORATED
(LAST AMENDED - 7/18/2000)
ARTICLE I
SHAREHOLDERS' ACTION
Section 1. ANNUAL MEETING. The annual meeting of the
shareholders of the Corporation, for the election of directors and for the
transaction of such other business as may properly come before the meeting,
shall be held at the principal business office of the Corporation or at such
other place as the Board of Directors shall determine at 2:00 o'clock P.M. on
the last Wednesday of April in each year. If in any year that day is legal
holiday, the meeting shall be held at the same hour on the next day following
that is not a Saturday, Sunday, or legal holiday.
Section 2. SPECIAL MEETINGS. Except as otherwise required by
law and subject to the rights of the holders of any class or series of stock
having a preference over the Common Stock as to dividends or upon liquidation,
special meetings of the shareholders for any purpose or purposes may be called
only by, and shall be held at such place, date and hour as shall be designated
by, (i) the Chairman of the Board, (ii) the President or (iii) the Board of
Directors.
Section 3. ORDER OF BUSINESS AND PROCEDURE.
A. ANNUAL MEETINGS. At an annual meeting of the shareholders,
only such business shall be conducted as shall have been properly brought before
the meeting. To be properly brought before an annual meeting, business must be
(i) specified in the notice of the meeting (or any supplement thereto) given by
or at the direction of the Board of Directors, (ii) otherwise brought before the
meeting by or at the direction of the Board of Directors, or (iii) brought
before the meeting by a shareholder in accordance with the procedure set forth
below. Subject to the rights of the holders of any class or series of stock
having a preference over the Common Stock as to dividends or upon liquidation,
for business to be properly brought before an annual meeting by a shareholder,
the shareholder must have given written notice thereof, either by personal
delivery or by United States mail, postage prepaid, to and received by the
Secretary of the Corporation not later than 60 days in advance of the Originally
Scheduled Date (as defined below) of such meeting; PROVIDED, HOWEVER, that if
such annual meeting of shareholders is held on a date earlier than the last
Wednesday in April, such written notice must be so given and received not later
than the close of business on the tenth day following the date of the first
public disclosure (which may be by a public filing by the Corporation with the
Securities and Exchange Commission) of the Originally Scheduled Date of the
annual meeting. Any such notice shall set forth as to each matter the
shareholder proposes to bring before the annual meeting (a) a brief description
of the business desired to be brought before the meeting and the reasons for
conducting such business at the meeting and in the event that such business
includes a proposal to amend either the Certificate of Incorporation or By-laws
of the Corporation, the language of the proposed amendment, (b) the name and
address of the shareholder proposing such business, (c) a representation that
the shareholder is a holder of record of stock of the Corporation entitled to
vote at such meeting and intends to appear in person or by proxy at the meeting
to propose such business and (d) any material interest of any shareholder in
such business. No business shall be conducted at an annual meeting except in
accordance with this paragraph, and the chairman of any annual meeting of
shareholders may refuse to permit any business to be brought before such annual
meeting without compliance with the foregoing procedure. For purposes of these
By-laws, the "Originally Scheduled Date" of any meeting of shareholders shall be
the date such meeting is scheduled to occur in the notice of such meeting first
given to shareholders regardless of whether such
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meeting is continued or adjourned and regardless of whether any subsequent
notice is given for such meeting or the record date of such meeting is changed.
(B) SPECIAL MEETINGS. At a special meeting of the
shareholders, only such business as is specified in the notice of such special
meeting shall come before such meeting.
(C) OTHER PROCEDURAL MATTERS. All other matters of procedure
at every meeting of shareholders may be determined by the chairman of the
meeting.
Section 4. QUORUM. At every meeting of the shareholders,
except as otherwise provided by law or these By-laws, a quorum must be present
for the transaction of business and a quorum shall consist of the holders of
record of not less than one-third of the outstanding shares of the Corporation
entitled to vote, present either in person or by proxy. When a quorum is once
present to organize a meeting, it is not broken by the subsequent withdrawal of
any shareholders.
Section 5. ADJOURNMENTS. The shareholders entitled to vote who
are present in person or by proxy at any meeting of shareholders, whether or not
they constitute a quorum, shall have power by a majority vote to adjourn the
meeting from time to time. Subject to any notice required by law, at any
adjourned meeting at which a quorum is present any business may be transacted
which might have been transacted on the original date of the meeting.
Section 6. VOTING; PROXIES. Except as otherwise provided by
law or by the Certificate of Incorporation of the Corporation, each holder of
record of any class or series of stock having a preference over the Common Stock
of the Corporation as to dividends or upon liquidation shall be entitled at each
meeting of shareholders of such number of votes, if any, for each share of such
stock as may be fixed pursuant to resolutions adopted by the Board pursuant to
Article 4 of the Certificate of Incorporation and each holder of record of
Common Stock shall be entitled at each meeting of shareholders to one vote for
each share of such stock, in each case registered in such holder's name on the
books of the Corporation on the record date designated by the Board of
Directors. Except as otherwise provided by law, the Certificate of Incorporation
or these By-laws, all questions that shall come before a meeting of shareholders
shall be decided by a majority of the votes cast. A shareholder may vote either
in person or by written proxy signed by such shareholder or such shareholder's
attorney-in-fact and delivered to the secretary of the meeting. No proxy shall
be valid after the expiration of eleven (11) months from the date thereof unless
otherwise provided in the proxy. Every proxy shall be revocable at the pleasure
of the person executing it or his personal representatives, unless it is
entitled "irrevocable proxy," in which event its revocability shall be
determined by the law of the State of New York in effect at the time.
Section 7. INSPECTORS OF ELECTIONS. Two inspectors of
election, neither of whom shall be a candidate for the office of director if
directors are to be elected at such meeting, may be appointed by the Board of
Directors in advance of any meeting of shareholders or by the person presiding
at such meeting, and shall be appointed by the person presiding if such
appointment is requested by a shareholder present at such meeting and entitled
to vote thereat. Such inspectors shall serve at such meeting and any
adjournments thereof. 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 8. SHAREHOLDERS' LIST. A list of shareholders as of
the record date, certified by the corporate officer responsible for its
preparation or by the 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 election, 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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Section 9. ACTION WITHOUT A MEETING. Whenever shareholders are
required or permitted to take any action by vote, such action may be taken
without a meeting on written consent, setting forth the action so taken, signed
by the holders of all outstanding shares entitled to vote thereon.
ARTICLE II
NOTICE OF MEETINGS
Section 1. SHAREHOLDERS' MEETINGS. Written notice of every
meeting of shareholders shall be given in the manner required by law not less
than ten (10) nor more than fifty (50) days before the date of the meeting to
each shareholder of record entitled to vote at the meeting. If mailed, such
notice is given when 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. The notice shall state the place, date
and hour of the meeting and, unless it is the annual meeting, shall indicate
that it is being issued by or at the direction of the person or persons calling
the meeting. Notice of a special meeting shall also state the purpose or
purposes for which the meeting is called. If at any meeting, action is proposed
to be taken which would, if taken, entitle shareholders fulfilling statutory
procedural requirements to receive payment for their shares, the notice of
meeting shall include a statement of that purpose and to that effect,
specifically designating the applicable statutory provisions.
Section 2. BOARD MEETINGS. Written notice of each special
meeting of the Board of Directors, stating the place, date and hour thereof,
shall be given by the President, the Secretary or an Assistant Secretary, or by
any member to each other member, not less than three (3) days before the meeting
by mailing the same to each member at his residence or usual place of business,
or not less than two (2) days before the meeting by delivering the same to each
member personally or by telegraphing or delivering the same to his residence or
usual place of business. Like notice of each regular meeting of the Board of
Directors shall be given unless the Board by resolution has fixed the place,
date and hour thereof and declared that notice thereof shall not be required.
Notwithstanding the foregoing, the first meeting of a newly elected Board of
Directors may be held without notice immediately after the annual meeting of
shareholders, if a quorum of the Board is present.
Section 3. COMMITTEE MEETINGS. Unless the Board otherwise
directs, notice requirements for meetings of committees of the Board shall be
the same as notice requirements for meetings of the Board itself.
Section 4. WAIVER OF NOTICE. Notice of a shareholders' meeting
need not be given to any shareholder who submits a signed waiver of notice, in
person or by proxy, whether before or after the meeting. Notice of a meeting of
the Board of Directors or a committee thereof need not be given to any director
who submits a signed waiver of notice, whether before or after the meeting. The
attendance of any shareholder at a shareholders' meeting, in person or by proxy,
without protesting prior to the conclusion of the meeting the lack of notice of
such meeting, and the attendance of any director at a meeting of the Board or a
committee thereof without protesting prior thereto or at its commencement the
lack of notice to him, shall constitute a waiver of notice by him.
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ARTICLE III
DIRECTORS
Section 1. NUMBER, QUALIFICATION AND ELECTION. Subject to the
rights of the holders of any class or series of capital stock having a
preference over the Common Stock as to dividends or upon liquidation, the number
of directors of the Corporation shall be fixed from time to time by the vote of
a majority of the entire Board. The directors, other than those who may be
elected by the holders of shares of any class or series of stock having a
preference over the Common Stock of the Corporation as to dividends or upon
liquidation, shall be classified, with respect to the time for which they
severally hold office, into two classes as nearly equal in number as possible
(but with not less than three directors in each class or such lesser number as
may be permitted by law), as determined by the Board, one class of directors to
be originally elected for a term expiring at the annual meeting of shareholders
to be held in 1987 and another class of directors to be originally elected for a
term expiring at the annual meeting of shareholders to be held in 1988, with
each class to hold office until its successors are elected and qualified. At
each annual meeting of the shareholders of the Corporation, the successors of
the class of directors whose term expires at that meeting shall be elected to
hold office for a term expiring at the annual meeting of shareholders held in
the second year following the year of their election.
Notwithstanding the immediately preceding paragraph, in the
event that the number of directors of the Corporation (i) shall be fixed at nine
or a greater number or (ii) shall be fixed at a number that would, under law,
permit the directors to be divided into three classes, then, at the next
succeeding annual meeting of the shareholders of the Corporation (the
"Three-Class Annual Meeting"), the directors, other than those who may be
elected by the holders of any class or series of capital stock having a
preference over the Common Stock as to dividends or upon liquidation, shall be
divided into three classes, as nearly equal in number as possible (but with no
less than three directors in each class or such lesser number as may be
permitted by law) as shall be provided in or pursuant to the By-laws of the
Corporation. At the Three-Class Annual Meeting, one class shall be originally
elected for a term expiring at the second succeeding annual meeting and another
class shall be originally elected for a term expiring at the third succeeding
annual meeting. The class of directors whose term, pursuant to the immediately
preceding paragraph, would not have expired until the annual meeting next
succeeding the Three-Class Annual Meeting shall complete the term for which such
class was originally elected. At each annual meeting of the shareholders
subsequent to the Three-Class Annual Meeting, the successors of the class of
directors whose term expires at that meeting shall be elected to hold office for
a term expiring in the third year following the year of their election.
In any election of directors, the persons receiving a
plurality of the votes cast, up to the number of directors to be elected in such
election, shall be deemed elected.
No decrease in the number of directors constituting the Board
of Directors shall shorten the term of any incumbent director or cause, directly
or indirectly, a decrease in the number of classes of directors, except as
required by law. All the directors shall be at least 21 years of age.
Section 2. NOTIFICATION OF NOMINATIONS. Subject to the rights
of the holders of any class or series of stock having a preference over the
Common Stock as to dividends or upon liquidation, nominations for the election
of directors may be made by or at the direction of the Board of Directors or by
any shareholder entitled to vote for the election of directors who complies with
the procedures set forth in this Section 2. Any shareholder entitled to vote for
the election of directors at a meeting may nominate persons for election as
directors only if written notice of such shareholder's intent to make such
nomination is given, either by personal delivery or by United States mail,
postage prepaid, to and received by the Secretary of the Corporation not later
than (i) with respect to an election to be held at an annual meeting of
shareholders, 60 days in advance of the Originally Scheduled Date of such
meeting (provided that if such annual meeting of shareholders is held on a date
earlier than the last Wednesday in
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April, such written notice must be given and received not later than the close
of business on the tenth day following the date of the first public disclosure
(which may be by a public filing by the Corporation with the Securities and
Exchange Commission) of the Originally Scheduled Date of the date of the annual
meeting), and (ii) with respect to an election to be held at a special meeting
of shareholders for the election of directors, the close of business on the
tenth day following the date on which notice of such meeting is first given to
shareholders. Each such notice shall set forth: (a) the name and address of the
shareholder who intends to make the nomination and of the person or persons to
be nominated; (b) a representation that the shareholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice; (c) a description of all arrangements or understandings between
the shareholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the shareholder; (d) such other information regarding each nominee
proposed by such shareholder as would have been required to be included in a
proxy statement filed pursuant to the proxy rules of the Securities and Exchange
Commission had each nominee been nominated, or intended to be nominated, by the
Board of Directors; and (e) the consent of each nominee to serve as a director
of the Corporation if so elected. The chairman of the meeting may refuse to
acknowledge the nomination of any person not made in compliance with the
foregoing procedure.
Section 3. RESIGNATION. Any director of the Corporation may
resign at any time by giving his resignation to any officer of the Corporation.
Unless otherwise specified therein, the acceptance of a resignation shall not be
necessary to make it effective.
Section 4. REMOVAL. Subject to the rights of the holders of
any class or series of capital stock having a preference over the Common Stock
as to dividends or upon liquidation, any director may be removed from office (i)
without cause by the affirmative vote of the holders of at least 66 2/3% of the
combined voting power of the then outstanding shares of stock of all classes and
series of the Corporation entitled to vote generally in the election of
directors ("Voting Stock"), voting together as a single class, (ii) for cause by
the affirmative vote of the holders of at least a majority of the then
outstanding Voting Stock or (iii) for cause by the affirmative vote of a
majority of the entire Board of Directors. For purposes of this Section 4,
"cause" shall mean the willful and continuous failure of a director
substantially to perform such director's duties to the Corporation (other than
any such failure resulting from incapacity due to physical or mental illness) or
the willful engaging by a director in gross misconduct materially and
demonstrably injurious to the Corporation.
Section 5. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Subject
to the rights of the holders of any class or series of stock having a preference
over the Common Stock of the Corporation as to dividends or upon liquidation,
newly created directorships resulting from any increase in the number of
directors and any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal or other cause shall be filled by the
vote of the Board of Directors; PROVIDED, that, if the number of directors then
in office is less than a quorum, such newly-created directorships and vacancies
shall be filled by the vote of a majority of the remaining directors then in
office. Any director elected in accordance with the preceding sentence of this
paragraph shall hold office until the next annual meeting of shareholders and
until such director's successor shall have been elected and qualified.
Section 6. COMPENSATION. No director as such shall receive any
compensation, either by way of salary, fees for attendance at meetings, or
otherwise, or shall be reimbursed for his expenses, except pursuant to
authorization of the Board of Directors. This section shall not preclude any
director from serving the Corporation in any other capacity or from receiving
compensation for such services and reimbursement for his related expenses.
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Section 7. MEETINGS. Meetings of the Board of Directors shall
be held at such times and at such places as may be determined by action of the
Board of Directors or, in the absence of such action, by a majority of the
entire Board then in office or by the President, or in his absence any Vice
President, pursuant to such notice as is required by Article II of these
By-laws.
Section 8. QUORUM. At all meetings of the Board of Directors,
except as otherwise provided by law, the Certificate of Incorporation or these
By-laws, a quorum shall be required for the transaction of business and shall
consist of not less than one-half of the entire Board, and the vote of a
majority of the directors present shall decide any question that may come before
the meeting. A majority of the directors present at any meeting, although less
than a quorum, may adjourn the same from time to time, without notice other than
announcement at the meeting.
Section 9. PROCEDURE. The order of business and all other
matters of procedure at every meeting of directors may be determined by the
presiding officer.
Section 10. COMMITTEES OF THE BOARD. The Board of Directors,
by resolution or resolutions adopted by a majority of the entire Board, may
designate from among its members one or more committees, including an executive
committee, each consisting of two or more directors, and each of which, to the
extent provided in the applicable resolution, shall have all the authority of
the Board, except insofar as its exercise of such authority may be inconsistent
with any provision of law, the Certificate of Incorporation or these By-laws.
The Board may designate one or more directors as alternate members of a
committee, who may replace any absent member or members at any meeting of such
committee. The committees shall keep regular minutes of their proceedings and
make the same available to the Board upon request.
Section 11. ACTION WITHOUT A MEETING. Any action required or
permitted to be taken by the Board or any committee thereof may be taken without
a meeting if all members of the Board or the committee consent in writing to the
adoption of a resolution authorizing the action. The resolution and the written
consents thereto by the members of the Board or committee shall be filed with
the minutes of the proceedings of the Board or committee.
Section 12. PRESENCE AT MEETING BY TELEPHONE. Members of the
Board of Directors or any committee thereof may participate in a meeting of such
Board or committee by means of a conference telephone or similar communications
equipment allowing all persons participating in the meeting to hear each other
at the same time. Participation in a meeting by such means shall constitute
presence in person at such meeting.
ARTICLE IV
OFFICERS
Section 1. OFFICES; TERM OF OFFICE. The Board of Directors
shall annually, at the first meeting of the Board after the annual meeting of
shareholders, appoint or elect a Chairman of the Board, a President, one or more
Vice Presidents, a Secretary, and a Treasurer. The Board of Directors may from
time to time elect or appoint such additional officers as it may determine. Such
additional officers shall have such authority and perform such duties as the
Board of Directors may from time to time prescribe.
The Chairman of the Board, the President, each Vice President,
the Secretary, and the Treasurer shall, unless otherwise determined by the Board
of Directors, hold office until the first meeting of the Board following the
next annual meeting of shareholders and until their successors have been elected
or appointed and qualified. Each additional officer appointed or elected by the
Board of Directors shall hold office for such term as shall be determined from
time to time by the Board of
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Directors and until his successor has been elected or appointed and qualified.
Any officer, however, may be removed or have his authority suspended by the
Board of Directors at any time, with or without cause. If the office of any
officer becomes vacant for any reason, the Board of Directors shall have the
power to fill such vacancy.
Section 2. CHAIRMAN OF THE BOARD. The Chairman of the Board
shall be the chief executive officer of the Corporation. He shall have the
general powers and duties of supervision and management of the Corporation. He
shall preside at all meetings of shareholders and of the Board of Directors and
shall be entitled to vote upon all questions.
Section 3. THE PRESIDENT. 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. Subject only to the direction of the Board of
Directors and Chairman of the Board, he shall have the general powers and duties
of supervision and management of the Corporation, and shall perform all such
other duties as are properly required of him by the Board of Directors.
Section 4. THE VICE PRESIDENTS. The Vice Presidents may be
designated by such title or titles as the Board of Directors may determine, and
each Vice President in such order of seniority as may be determined by the Board
shall, in the absence or at the request of the President, perform the duties and
exercise the powers of the President. The Vice Presidents also shall have such
powers and perform such duties as usually pertain to their office or as are
properly delegated or assigned to them by the Board of Directors.
Section 5. THE SECRETARY. The Secretary shall issue notices of
meetings of shareholders and of directors when such notices are required by law
or these By-laws. He shall attend all meetings of the shareholders and of the
Board of Directors and keep the minutes thereof. He shall affix the corporate
seal to such instruments as require the seal, and shall perform such other
duties as usually pertain to his office or as are properly assigned to him by
the Board of Directors.
Section 6. THE TREASURER. The Treasurer shall have the care
and custody of all monies and securities of the Corporation. He shall cause to
be entered in records of the Corporation to be kept for that purpose full and
accurate accounts of all monies received by him and paid by him on account of
the Corporation. He shall make and sign such reports, statements and documents
as may be required of him by the Board of Directors or by the laws of the United
States, the State of New York or any other state or country, and shall perform
such other duties as usually pertain to his office or as are properly assigned
to him by the Board of Directors.
Section 7. TEMPORARY TRANSFER OF POWERS AND DUTIES. In case of
the absence or illness of any officer of the Corporation, or for any other
reason that the Board of Directors may deem sufficient, the Board of Directors
may delegate and assign, for the time being, the powers and duties of any
officer to any other officer or to any director.
Section 8. COMPENSATION. The compensation of all officers
shall be fixed by the Board of Directors or a committee thereof. The
compensation of other employees shall be fixed by the President or other
officers or employees, subject to any limitations prescribed by the Board of
Directors or a committee thereof.
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ARTICLE V
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. RIGHT OF INDEMNIFICATION. Each director and officer
of the corporation, whether or not then in office, and any person whose testator
or intestate was such a director or officer, shall be indemnified by the
corporation for the defense of, or in connection with, civil or criminal actions
or proceedings, or appeals therein, in accordance with and to the fullest extent
permitted by law.
Section 2. OTHER RIGHTS OF INDEMNIFICATION. The right of
indemnification herein provided shall not be deemed exclusive of any other
rights to which any such director, officer or other person may now or hereafter
be otherwise entitled and specifically, without limiting the generality of the
foregoing, shall not be deemed exclusive of any rights, pursuant to statute or
otherwise, of any such director, officer or other person in any such action or
proceeding to have assessed or allowed in his favor, against the corporation or
otherwise, his costs and expenses incurred therein or in connection therewith or
any part thereof.
ARTICLE VI
SHARES
Section 1. STOCK CERTIFICATES. The stock certificates of the
Corporation shall be numbered and their issuance noted in the records of the
Corporation as they are issued. They shall when issued contain the name of the
person to whom issued, the number and class of shares issued and all other
statements required by law, shall be signed by the President, a Vice President
or the Chairman of the Board and by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, and may bear the corporate seal or a
facsimile thereof. The signatures of the officers upon a certificate may be
facsimiles if the certificate is countersigned by a transfer agent or registered
by a registrar other than the Corporation itself or its employee. In case any
officer who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer before such certificate is
issued, it may nevertheless be issued by the Corporation with the same effect as
if he were such officer at the date of issue. No certificate shall be valid
unless countersigned by a transfer agent if the Corporation has a transfer
agent, or until registered by a registrar if the Corporation has a registrar.
Section 2. TRANSFER OF SHARES. Shares of the Corporation shall
be transferable on the records of the Corporation by the holder thereof, in
person or by duly authorized attorney, upon the surrender of the certificate
representing the shares to be transferred, properly endorsed. The Corporation
shall be entitled to treat the holder of record of any share as the owner
thereof and accordingly shall not be bound to recognize any equitable or other
claim to or interest in such share on the part of any other person whether or
not it shall have express or other notice thereof, save as otherwise provided by
the laws of the State of New York. The Board of Directors, to the extent
permitted by law, shall have power and authority to make such rules and
regulations as it may deem expedient concerning the issue, transfer and
registration of stock certificates and may appoint one or more transfer agents
and registrars of the shares of the Corporation.
Section 3. FIXING RECORD DATE. For the purpose of determining
the shareholders entitled to notice of or to vote at any meeting of shareholders
or any adjournment thereof, or to express consent to or dissent from any
proposal without a meeting, or for the purpose of determining shareholders
entitled to receive payment of any dividend or the allotment of any rights, or
for the purpose of any other action the Board may fix, in advance, a date as the
record date for any such determination of shareholders. Such date shall not be
more than fifty (50) nor less than ten (10) days before the date of such
meeting, nor more than fifty (50) days prior to any other action. If no record
date is fixed, the
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record date for the determination of shareholders entitled to notice of or to
vote at a meeting of shareholders shall be at the close of business on the day
next preceding the day on which notice is given, or if no notice is given, the
day on which the meeting is held.
ARTICLE VII
MISCELLANEOUS
Section 1. CORPORATE SEAL. The seal of the Corporation shall
be circular in form with the name of the Corporation and the year of its
Incorporation thereon, and such seal as impressed on the margin hereof is hereby
adopted as the corporate seal of the Corporation.
Section 2. FISCAL YEAR. The fiscal year of the Corporation
shall be the calendar year unless otherwise provided by the Board of Directors.
Section 3. AMENDMENTS. Any By-laws may be adopted, repealed,
altered or amended by the Board of Directors at any meeting thereof, provided
that such proposed action in respect thereof shall be stated in the notice of
such meeting, and provided further that any amendment to the By-laws increasing
or decreasing the number of directors of the Corporation shall require the
affirmative vote of a majority of the entire Board of Directors. The
shareholders of the Corporation shall have the power to adopt, amend, alter or
repeal any provision of these By-laws only to the extent and in the manner
provided in the Certificate of Incorporation of the Corporation.
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