SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
May 22, 1996
(Date of Report)
May 9, 1996
(Date of earliest event reported)
Fairfield Communities, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 1-8096 71-0390438
(State or other juris- (Commission (I.R.S. Employer
diction of incorporation) File Number) Identification Number)
2800 Cantrell Road
Little Rock, Arkansas 72202
(501) 664-6000
(Address including zip code and telephone number including
area code of Registrant's principal executive offices)
<PAGE>
INFORMATION INCLUDED IN THE REPORT
Item 5 Other Events
On May 9, 1996, the Board of Directors of Fairfield Communities, Inc.
(the "Company") amended and restated the Bylaws of the Company, primarily to
authorize the Chief Executive Officer to appoint other officers and agents,
pursuant to Article IV, Section 3 of the Fifth Amended and Restated Bylaws of
the Company. A copy of the Fifth Amended and Restated Bylaws of the Company,
reflecting the foregoing amendment, is attached hereto as Exhibit 3.(ii) and
is hereby incorporated by reference.
<PAGE>
Item 7 Financial Statements and Exhibits
(c) Exhibits
--------
3.(ii) Fifth Amended and Restated Bylaws of Fairfield
Communities, Inc.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FAIRFIELD COMMUNITIES, INC.
By: /s/ Marcel J. Dumeny
Marcel J. Dumeny
Senior Vice President
Date: May 22, 1996
<PAGE>
FAIRFIELD COMMUNITIES, INC.
EXHIBIT INDEX
-------------
Sequential
Exhibit Number Description Page Number
- -------------- ----------- -----------
3.(ii) Fifth Amended and Restated Bylaws of
Fairfield Communities, Inc.
FIFTH AMENDED AND RESTATED
BYLAWS
OF
FAIRFIELD COMMUNITIES, INC.
ARTICLE I
Offices
-------
The registered office of the Corporation in the State of Delaware is
located in the City of Wilmington, State of Delaware, and the name of the
registered agent of the Corporation at such office is Corporation Trust
Company. The Corporation may also have offices at such other places, within
or without the State of Delaware, as the Board of Directors (the "Board") may
from time to time determine.
ARTICLE II
Meetings of Stockholders
------------------------
Section 1. Annual Meeting. The Annual Meeting of the Stockholders 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 such
place within or without the State of Delaware as may be specified in the
notice of meeting or the waiver thereof, on such date as shall be designated
by appropriate action of the Board of Directors.
Section 2. Special Meetings. Special meetings of stockholders of the
Corporation may be called by (i) the Chief Executive Officer of the Company
(the "CEO") or the Chairman of the Board if different from the CEO (the
"Chairman") or (ii) the Secretary of the Company, and shall be called by the
CEO, the Chairman or the Secretary of the Company within 10 calendar days of
receipt of the written request of the holders of record of at least 10% of
the Company's issued and outstanding capital stock entitled to vote generally
in an election of directors. Business transacted at all special meetings
shall be confined to the purposes stated in the notice of the meeting.
Section 3. Notice of Meetings. Written notice of every meeting of the
stockholders shall be served by or under the direction of the Secretary or an
Assistant Secretary, either personally or by mail upon each stockholder of
record entitled to vote at such meeting, not less than 10 nor more than 60
days before the meeting. In the event of the death, absence, incapacity or
refusal of the specified officer, notice of a meeting may be given by a
person designated by either the Secretary, the person or persons requesting
the meeting or the Board. If mailed, the notice of a meeting shall be
directed to a stockholder at his address as it appears on the records of the
Corporation. The notice of every meeting of the stockholders shall state the
place, date and hour of the meeting, and the purpose or purposes for which
the meeting is called.
Section 4. Quorum. At all meetings of stockholders, a majority of the
issued and outstanding stock entitled to vote present in person or by proxy
shall constitute a quorum. If such quorum is not present, the stockholders
present thereat may adjourn the meeting from time to time without notice,
other than the announcement at the meeting of the date, time and place of the
adjourned meeting, until a quorum is present, and thereupon any business may
be transacted at the adjourned meeting which might have been transacted at
the meeting as originally called. If the adjournment is for more than 30
days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
Section 5. Voting. Except as may be otherwise provided in the
Certificate of Incorporation or by resolution adopted by the Board of
Directors pursuant to Section 151(g) of the Delaware General Corporation Law,
at every meeting of the stockholders of the Corporation each stockholder of
the Corporation entitled to vote thereat shall be entitled to one vote for
each share of stock entitled to vote standing in his name on the books of the
Corporation on the record date for the meeting as determined in accordance
with Delaware General Corporation Law.
Section 6. Presiding Officer and Secretary. At all meetings of the
stockholders, the Chairman, or if such office shall be vacant or such officer
absent, such person as shall be designated by the Board shall preside. The
Secretary of the Corporation, or in his absence, an Assistant Secretary, or
if none be present, the appointee of the Presiding Officer of the meeting,
shall act as secretary of the meeting.
Section 7. Proxies. Any stockholder entitled to vote at any meeting of
stockholders may vote either in person or by proxy, but no proxy shall be
voted after 3 years from its date, unless such proxy provides for a longer
period. Every proxy must be executed in writing by the stockholder himself,
or by his duly authorized attorney, and dated, but need not be sealed,
witnessed or acknowledged. Proxies shall be delivered to the secretary of
the meeting before the meeting begins or to the Judges at the meeting.
A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is an
interest in the stock itself or an interest in the Corporation generally.
Section 8. Judges. At each meeting of the stockholders at which the
vote for directors, or the vote upon any question before the meeting, is
taken by ballot, the polls shall be opened and closed by, and the proxies and
ballots shall be received and taken in charge by, and all questions touching
on the qualification of voters and the validity of proxies and the acceptance
and rejection of the same shall be decided by, one Judge. Such Judge may be
appointed by the Board before the meeting, but if no such appointment shall
have been made, he shall be appointed by the Chairman of the Board or, if
different, the Presiding Officer of the meeting. If for any reason such
Judge previously appointed shall fail to attend or refuse or be unable to
serve, a Judge in his place shall be appointed by the Chairman of the Board
or, if different, the Presiding Officer of the meeting.
Section 9. List of Stockholders. At least 10 days prior to every
meeting of stockholders, a complete list of the stockholders entitled to vote
at such meeting, arranged in alphabetical order and showing the address of
each stockholder and the number of shares registered in the name of each,
shall be prepared by the Secretary or an Assistant Secretary. Such list
shall be open to examination at a place within the city where the meeting is
to be held, which place shall be specified in the notice of meeting, or, if
not so specified, at the place where the meeting is held and shall be open,
during normal business hours for a period of 10 days prior to the meeting, to
the examination of any stockholder for any purpose germane to the meeting.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.
Section 10. Action by Written Consent. Any action which is required to
be or may be taken at any annual or special meeting of stockholders of the
Corporation may be taken without a meeting, without prior notice to
stockholders and without a vote, if a consent or consents in writing, setting
forth the action so taken, shall have been signed by the holders of
outstanding stock having not less than the minimum number of votes that would
be necessary to authorize or to take such action at a meeting at which all
shares entitled to vote thereon were present and voted.
ARTICLE III
Board of Directors
------------------
Section 1. Number, Election and Terms. The business and affairs of the
Corporation shall be managed by a Board of Directors consisting of not more
than nine persons. The exact number of directors within the maximum limitation
specified in the preceding sentence shall be fixed from time to time by the
Board of Directors pursuant to a resolution adopted by a majority of the
entire Board of Directors or by a vote of the holders of record of at least a
majority of the issued and outstanding shares of common stock of the Company
entitled to vote generally in an election of Directors. Except as otherwise
provided in Section 3 of this Article III, directors shall hold office until
the next annual election and until their respective successors shall be duly
elected and qualified. Directors need not be residents of Delaware or
stockholders of the Corporation.
Section 2. Newly Created Directorships and Vacancies. Subject to the
rights of the holders of any series of Preferred Stock then outstanding,
newly created directorships resulting from any increase in the authorized
number of directors or any vacancies in the Board of Directors resulting from
death, resignation, retirement, disqualification, or other cause, other than
vacancies resulting from removal of a director with or without cause by a
vote of the stockholders, shall be filled by a majority vote of the directors
then in office, though less than a quorum, or by the stockholders, and
directors so chosen shall hold office until the next annual election and
until their successors shall be duly elected and qualified.
Section 3. Removal. Subject to the rights, if any, of the holders of
any series of Preferred Stock of the Corporation then outstanding, any
director, or the entire Board of Directors, may be removed from office with
or without cause by the holders of a majority of the voting power of all of
the shares of the Corporation entitled to vote for the election of directors.
Section 4. Resignations. Any director may resign from his office at
any time by delivering his resignation in writing to the Corporation, and the
acceptance of such resignation, unless required by the terms thereof, shall
not be necessary to make such resignation effective.
Section 5. Meetings. The Board may hold its meetings in such place or
places within or without the State of Delaware as the Board from time to time
by resolution may determine or as shall be specified in the respective
notices or waivers of notice thereof, and the directors may adopt such rules
and regulations for the conduct of their meetings and the management of the
Corporation not inconsistent with these Bylaws as they may deem proper. An
annual meeting of the Board for the election of officers shall be held within
3 days following the day on which the Annual Meeting of the Stockholders for
the election of directors shall have been held. The Board from time to time
by resolutions may fix a time and place (or varying times and places) for the
annual and other regular meetings of the Board; provided that unless a time
and place is so fixed for any annual meeting of the Board, the same shall be
held immediately following the Annual Meeting of the Stockholders at the same
place at which such meeting shall have been held. No notice of the annual or
other regular meetings of the Board need be given. Other meetings of the
Board shall be held whenever called by the Chairman of the Board or by the
President or by one-third of the directors then in office; and the Secretary
or an Assistant Secretary shall give notice of each such meeting to each
director not later than the second day before the meeting, personally or by
mailing, telegraphing, cabling or telephoning such notice to him at his
address as it appears on the books of the Corporation or by leaving such
notice at his residence or usual place of business. No notice of a meeting
need be given if all the directors are present in person. Any business may
be transacted at any meeting of the Board, whether or not specified in a
notice of the meeting.
Section 6. Meetings by Conference Telephone. Members of the Board, or
any committee designated by the Board, may participate in a meeting of the
Board or such committee by means of conference telephone or similar
communications equipment by which all persons participating in the meeting
can hear each other. Participation in a meeting pursuant to this paragraph
shall constitute presence in person at such meeting. The Chairman or the
Secretary of the meeting shall make sure that all persons participating in
the meeting (i) can hear each other and (ii) understand that their
participation will constitute a meeting of the Board or such committee.
Section 7. Unanimous Consent of Directors in Lieu of Meeting. Any
action required or permitted to be taken at any meeting of the Board may be
taken without a meeting, if a written consent thereto is signed by all
members of the Board, and such written consent is filed with the minutes of
proceedings of the Board.
Section 8. Quorum. Unless otherwise specifically provided in the
Corporation's Certificate of Incorporation, a majority of the whole Board
shall constitute a quorum for the transaction of business. If there be less
than a quorum at any meeting of the Board, a majority of those present (or if
only one be present, then that one) may adjourn the meeting from time to
time, and no further notice thereof need be given other than announcement at
the meeting which shall be so adjourned of the time, and the place to which
the meeting is adjourned. The act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board, except
as may be otherwise specifically provided by law or by the Certificate of
Incorporation or by these Bylaws.
Section 9. Compensation of Directors. The Board may establish such
compensation for directors as the Board may determine, whether payable in
cash or through the grant, award or issuance of stock options, stock warrants
or restricted or other stock or stock equivalent awards, or otherwise, and
may provide for reimbursement of expenses incurred in attending meetings of
the Board or committees thereof, or for compensation or reimbursement of
expenses in connection with other services by directors to the Corporation.
Section 10. Committees. The Board may, by resolution passed by a
majority of the whole Board, from time to time designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation. To the extent provided in any such resolution, any such
committee shall have and may exercise all the powers and authority of the
Board in the management of the business and affairs of the Corporation,
including the power to authorize the seal of the Corporation to be affixed to
all papers which may require it, and the power and authority to declare
dividends and to authorize the issuance of stock; provided, however, that no
such committee shall have any power or authority to amend the Certificate of
Incorporation, to adopt any agreement of merger or consolidation, to
recommend to the stockholders the sale, lease or exchange of all or
substantially all of the assets and properties of the Corporation, to
recommend to the stockholders a dissolution of the Corporation or revocation
of a dissolution or to amend these Bylaws. Any action required or permitted
to be taken at any meeting of a committee may be taken without a meeting, if
a written consent thereto is signed by all members of such committee, and
such written consent is filed with the minutes of proceedings of the
committee.
ARTICLE IV
Officers
--------
Section 1. Senior Officers and Term of Office. The senior officers
of the Corporation shall be a Chairman of the Board (if a Chairman shall be
elected by the Board of Directors), one or more Vice-Chairmen (if a Vice-
Chairman shall be elected by the Board of Directors), a President, one or
more Vice-Presidents with such designations, if any, as may be determined
by the Board of Directors, a Secretary, a Treasurer and such other senior
officers as may from time to time be elected or appointed by the Board of
Directors. Any two or more offices may be held by the same person.
The senior officers of the Corporation shall be elected or appointed
annually by the Board of Directors at the first meeting of the Board of
Directors held after each Annual Meeting of Stockholders. Vacancies or new
offices may be filled at any time. Each senior officer shall hold office
until his or her successor shall have been duly elected or appointed or until
his or her death or until he or she shall resign or shall have been removed by
the Board of Directors.
Section 2. Chief Executive Officer. The Board of Directors shall
designate one of the senior officers as Chief Executive Officer. He or she
shall have, subject to the supervision and direction of the Board of
Directors, general supervision of the business, property, and affairs of the
Corporation and the powers vested in him or her by the Board of Directors, by
law or by these Bylaws or which usually attach or pertain to such office.
Section 3. Other Officers and Agents. The Chief Executive Officer
may appoint such assistant secretaries, assistant treasurers, staff, sales or
other vice-presidents and other officers and agents as the Chief Executive
Officer shall deem necessary or proper in the conduct of the affairs of the
Corporation, with such designations, titles, seniority, duties and
responsibilities as the Chief Executive Officer shall deem advisable. All
officers and agents appointed by the Chief Executive Officer shall perform
their duties under the direction of the Chief Executive Officer or his or her
designee, shall receive such compensation as from time to time shall be fixed
by the Chief Executive Officer and shall hold their offices at the pleasure of
the Chief Executive Officer.
Section 4. Removal. Any officer may be removed by the Board of
Directors whenever in its judgment the best interest of the Corporation would
be served thereby.
Section 5. Chairman of the Board. The Chairman of the Board shall
have the powers and duties vested in him or her by the Board of Directors, by
law or by these Bylaws and shall perform such duties as may be assigned to him
or her by the Chief Executive Officer. He or she shall preside at meetings of
the Board of Directors.
Section 6. Vice-Chairman. The Vice-Chairman shall have the powers
and duties vested in him or her by the Board of Directors, by law or by these
Bylaws and shall perform such duties as may be assigned to him or her by the
Chief Executive Officer.
Section 7. President. The President shall have such powers as are
vested in him or her by the Board of Directors, by law or by these Bylaws and
shall perform such duties as may be assigned to him or her by the Chief
Executive Officer.
Section 8. Vice-Presidents. The Vice-Presidents shall perform such
duties as may be assigned to them from time to time by the Chief Executive
Officer, the Board of Directors, or these Bylaws.
Section 9. The Treasurer. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his or her duties in
such sum and with such sureties as the Board of Directors shall determine. He
or she shall: (a) have charge and custody of and be responsible for all funds
and securities of the Corporation; receive and give receipts for moneys due
and payable to the Corporation from any source whatsoever, and deposit all
such moneys in the name of the Corporation in such banks, trust companies or
other depositories as shall be employed by the Corporation; and (b) in general
perform all the duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to him or her by the Chief
Executive Officer, the Board of Directors, or these Bylaws.
Section 10. The Secretary. The Secretary shall have the custody of
the Corporate seal and the Secretary or any Assistant Secretary shall affix
the same to all instruments or papers requiring the seal of the Corporation.
The Secretary, or in his or her absence, any Assistant Secretary, shall see
that proper notices are sent of the meetings of the stockholders and the Board
of Directors, and shall see that all proper notices are given, as required by
these Bylaws. The Secretary or any Assistant Secretary shall keep the minutes
of all meetings of stockholders and directors and all committees which may
request their services.
Section 11. Assistant Treasurers and Assistant Secretaries. The
Assistant Treasurers shall, if required by the Board of Directors, give bonds
for the faithful discharge of their duties in such sums and with such sureties
as the Board of Directors shall determine. The Assistant Secretaries as
thereunto authorized by the Board of Directors may sign with the Chairman of
the Board, the Vice-Chairman, the President, or a Vice-President certificates
for shares of the Corporation, the issue of which shall have been authorized
by a resolution of the Board of Directors. The Assistant Treasurers and
Assistant Secretaries, in general, shall perform such duties as shall be
assigned to them by the Treasurer or the Secretary, respectively, or by the
Chief Executive Officer, the Board of Directors, or these Bylaws.
Section 12. Salaries. The compensation of the Chief Executive
Officer shall be fixed from time to time by the Board of Directors on
recommendation of the Compensation Committee. The compensation of senior
officers other than the Chief Executive Officer shall be fixed from time to
time by the Chief Executive Officer subject to the ratification and approval
of the Compensation Committee of the Board of Directors and no officer shall
be prevented from receiving such salary by reason of the fact that he or she
is also a director of the Corporation.
Section 13. Proxies in Respect of Securities of Other Corporations.
Unless otherwise provided by resolution adopted by the Board, the Chief
Executive Officer may from time to time appoint an attorney or attorneys or
an agent or agents to exercise in the name and on behalf of the Corporation
the powers and rights which the Corporation may have as the holder of stock
or other securities in any other corporation to vote or to consent in respect
of such stock or other securities, and the Chief Executive Officer, President
or any Vice-President may instruct the person or persons so appointed as to
the manner of exercising such powers and rights, and the Chief Executive
Officer, President or any Vice-President may execute or cause to be executed
in the name and on behalf of the Corporation and under its corporate seal, or
otherwise, all such written proxies, powers of attorney or other written
instruments as he may deem necessary in order that the Corporation may
exercise such powers and rights.
ARTICLE V
Capital Stock
-------------
Section 1. Certificate for Shares. Certificates for shares of stock of
the Corporation certifying the number and class of shares owned shall be
issued to each stockholder in such form, not inconsistent with the
Certificate of Incorporation and these Bylaws, as shall be approved by the
Board. The certificates for the shares of each class shall be numbered and
registered in the order in which they are issued and shall be signed by the
Chairman of the Board, the President or a Vice-President and by the Secretary
or an Assistant Secretary or the Treasurer or an Assistant Treasurer. If a
certificate is countersigned (1) by a transfer agent other than the
Corporation or its employee, or (2) by a registrar other than the Corporation
or its employee, the signatures of the officers of the Corporation may be
facsimiles. In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same
effect as if he were such officer, transfer agent or registrar at the date of
issue. All certificates exchanged or returned to the Corporation shall be
cancelled.
Section 2. Transfer of Shares of Stock. Transfers of shares shall be
made only upon the books of the Corporation by the holder, in person or by
his attorney lawfully constituted in writing, and on the surrender of the
certificate or certificates for such shares properly assigned. The Board
shall have the power to make all such rules and regulations, not inconsistent
with the Certificate of Incorporation and these Bylaws, as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of stock of the Corporation.
Section 3. Lost, Stolen or Destroyed Certificates. The Board, in its
discretion, may require the owner of any certificate of stock alleged to have
been lost, stolen or destroyed, or his legal representatives, to give the
Corporation a Bond in such sum as the Board may direct, to indemnify the
Corporation against any claim that may be made against it on account of the
alleged loss, theft or destruction of any certificate, as a condition to the
issuance of a new certificate of stock in the place of any certificate
theretofore issued alleged to have been lost, stolen or destroyed. Proper
and legal evidence of such loss, theft or destruction shall be procured, if
required, by the Board. The Board in its discretion may refuse to issue such
new certificate, save upon the order of a court having jurisdiction in such
matters.
ARTICLE VI
Interested Directors and Officers
---------------------------------
No contract or transaction between the Corporation and one or more of
its directors or officers, or between the Corporation and any other
corporation, partnership, association, or other organization in which one or
more of its directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or
solely because the director or officer is present at or participates in the
meeting of the Board or committee thereof which authorizes the contract or
transaction, or solely because his or their votes are counted for such
purpose, if
(a) The material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are known to the
Board or the committee, and the Board or committee in good faith
authorizes the contract or transaction by the affirmative votes of
a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or
(b) The material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the
stockholders; or
(c) The contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified by the Board,
a committee thereof or the stockholders.
Except where prohibited by the Certificate of Incorporation, common or
interested directors may be counted in determining the presence of a quorum
at a meeting of the Board or of a committee which authorizes the contract or
transaction.
ARTICLE VII
Indemnification
---------------
Every person who was or is a party or is threatened to be made a party
to or is involved in any action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, by reason of the fact that he or
a person of whom he is the legal representative is or was a director, officer
or employee of the Corporation or is or was serving at the request of the
Corporation or for its benefit, as a director, officer or employee of another
corporation, or as its representative in a partnership, joint venture, trust,
or other enterprise, shall be indemnified and held harmless to the fullest
extent legally permissible under and pursuant to any procedure specified in
the General Corporation Law of the State of Delaware, as amended from time to
time, against all expenses, liabilities, and losses (including attorneys'
fees, judgments, fines, and amounts paid or to be paid in settlement)
reasonably incurred or suffered by him in connection therewith. Such rights
of indemnification shall not be exclusive of any other right which such
directors, officers, employees or representatives may have or hereafter
acquire and, without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under any Bylaw,
agreement, vote of stockholders, provision of law, or otherwise, as well as
their rights under this Article VII.
The foregoing provisions of this Article VII shall be deemed to
constitute a contract right between the corporation and each of the persons
entitled to indemnification under this Article VII, for as long as such
provisions remain in effect, and shall be enforceable in any manner desired
by such persons. Any amendment to the foregoing provisions of this Article
VII which limits or otherwise adversely affects the scope of indemnification
or rights of any such person hereunder shall, as to such person, apply only
to claims arising, or causes of action based on actions or events occurring,
after such amendment and delivery of notice of such amendment to the persons
so affected. Until notice of such amendment is given to any person whose
rights hereunder are adversely affected, such amendment shall have no effect
on such rights of such person hereunder. Any person entitled to
indemnification under the foregoing provisions of this Article VII shall as
to any act or omission occurring prior to the date of receipt of such notice,
be entitled to indemnification to the same extent as had such provisions
continued as bylaws of the corporation without such amendment.
The Board of Directors may cause the Corporation to purchase and
maintain insurance on behalf of any person who is or was a director or
officer of the Corporation, or is or was serving at the request of the
Corporation as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust, or other enterprise
against any liability asserted against such person and incurred in any such
capacity or arising out of such status, whether or not the Corporation would
have the power to indemnify such person.
Expenses incurred by a director or officer of the Corporation in
defending a civil or criminal action, suit or proceeding by reason of the
fact that he is or was a director or officer of the Corporation (or was
serving at the Corporation's request as a director or officer of another
corporation, or as its representative in a partnership, joint venture, trust
or other enterprise) shall be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking
by or on behalf of such person to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation as
authorized by relevant sections of the General Corporation Law of Delaware.
ARTICLE VIII
Seal
----
The seal of the Corporation shall be circular in form and shall contain
the name of the Corporation, the year of its incorporation and the words
"Corporate Seal" and "Delaware" inscribed thereon. The seal may be affixed
to any instrument by causing it, or a facsimile thereof, to be impressed or
otherwise reproduced thereon.
ARTICLE IX
Waiver
------
Whenever any notice whatever is required to be given by statute, or
under the provisions of the Certificate of Incorporation or these Bylaws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE X
Checks, Notes, Drafts, etc.
---------------------------
Checks, notes, drafts, acceptances, bills of exchange and other orders
or obligations for the payment of money shall be signed by such officer or
officers or person or persons as the Board shall from time to time determine.
ARTICLE XI
Amendments
----------
The stockholders of the Corporation may exercise their power to alter,
amend, repeal or adopt Bylaws of the Corporation by the affirmative vote of a
majority of the outstanding shares of capital stock of the Corporation
entitled to vote for the election of directors; provided that notice of such
proposed alteration, amendment, repeal or adoption is included in the notice
of the meeting called for the taking of such action. Subject to the laws of
the State of Delaware, the Certificate of Incorporation and these Bylaws, the
Board of Directors may by majority vote of those present at any meeting at
which a quorum is present amend these Bylaws, or enact such other Bylaws as
in their judgment may be advisable for the regulation of the conduct of the
affairs of the Corporation; provided that any Bylaw adopted by the Board of
Directors may be amended or repealed by the stockholders in the manner set
forth above.
Executed as of the 9th day of May, 1996.
/s/ Marcel J. Dumeny
Marcel J. Dumeny
Secretary
