SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
______________
Date of Report: February 21, 2000
(Date of earliest event reported)
DETECTION SYSTEMS, INC.
(Exact Name of Registrant as Specified in Charter)
New York State 0-8125 27-069690
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
130 Perinton Parkway, Fairport, New York 14450
(Address of Principal Executive Offices)
(716) 223-4060
(Registrant's telephone number, including area code)
Item 5. Other Events.
On February 21, 2000, the registrant's Board of Directors amended
and restated its Corporate By-laws. The revised By-laws are filed
herewith as Exhibit 3-1.
EXHIBITS
3-1 Corporate By-laws
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
DETECTION SYSTEMS, INC.
By: /s/ Frank J. Ryan
Frank J. Ryan
Vice President, Secretary, and
Treasurer
Dated: February 28, 2000
BY-LAWS
OF
DETECTION SYSTEMS, INC.
As amended and restated by the Board of Directors on
February 21, 2000
ARTICLE I
SHAREHOLDERS
Section 1. Annual Meetings. The annual meeting of the shareholders
for the election of directors and the transaction of other business shall
be held each year on such day and at such hour in July, or on such other
date, as shall be fixed by the Board of Directors. Annual meetings of
shareholders shall be held at the principal office of the Corporation or
at such other place, within or without the State of New York, as may be
fixed by the Board of Directors.
Section 2. Special Meetings. A special meeting of the shareholders
may be called at any time by the President or by the Board of Directors
and shall be held at such place, within or without the State of New York,
on such day and at such hour as is fixed in the call of the meeting.
Section 3. Record Date for Meetings and Other Purposes. 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 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 the allotment of any rights, or for the purpose of any other
action, the Board of Directors may fix, in advance, a date as the record
date for any such determination of shareholders. Such date shall not be
more than sixty (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action.
If no record date is so fixed by the Board of Directors, (a) the
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 notice is
not given by reason of due waiver thereof, the day on which the meeting is
held, and (b) the record date for determining shareholders for any other
purpose shall be at the close of business on the day on which the
resolution of the Board of Directors relating thereto is adopted.
A determination of shareholders of record entitled to notice of or
to vote at any meeting of shareholders, made in accordance with this
Section, shall apply to any adjournment thereof, unless the Board of
Directors fixes a new record date under this Section for the adjourned
meeting.
Section 4. Notice of Meetings. Notice of each meeting of
shareholders shall be in writing and shall state the place, date, and hour
of the meeting. Notice of a special meeting also shall state the purpose
or purposes for which the meeting is called and shall indicate who called
the meeting. A copy of the notice of any meeting shall be given,
personally or by mail, not less than ten (10) nor more than sixty (60)
days before the date of the meeting, to each shareholder 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 such address as appears on the record of shareholders, or,
if the shareholder shall have filed with the Secretary a written request
that notices be mailed to some other address, then directed to the
shareholder at such other address.
Section 5. Organization. At each meeting of shareholders, the
President, or in the President's absence, a Vice President, shall preside
and the Secretary, or in the Secretary's absence an Assistant Secretary,
shall act as secretary of the meeting. If none of those designated to
preside or to act as secretary of the meeting shall be present, the
shareholders present in person or by proxy and entitled to vote at the
meeting shall select someone to preside or to act as secretary, as may be
needed.
Section 6. Quorum. At each meeting of shareholders, the holders of
a majority of the shares entitled to vote thereat, present in person or by
proxy, shall constitute a quorum for the transaction of business.
Section 7. Voting. At each meeting of shareholders, every
shareholder of record shall be entitled to cast one vote for every share of
stock standing in his or her name on the record of shareholders. All
matters shall be determined by a majority of the votes cast, except that
directors shall be elected by a plurality of the votes cast.
Section 8. Proxies. Every shareholder entitled to vote at a
meeting of shareholders or to express consent or dissent without a meeting
may authorize another person or persons to act for her or him by proxy.
Every proxy must be signed by the shareholder or the shareholder's
attorney-in-fact. No proxy shall be valid after the expiration of eleven
months from the date thereof unless otherwise provided in the proxy.
Every proxy shall be revocable at the pleasure of the shareholder
executing it, except as otherwise provided by law.
Section 9. List of Shareholders at Meetings. 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.
Section 10. Nature of Business at Meetings of Shareholders. No
business may be transacted at an annual meeting of shareholders, other
than business that is either (a) specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the Board of
Directors (or any duly authorized committee thereof), (b) otherwise
properly brought before the annual meeting by or at the direction of the
Board of Directors (or any duly authorized committee thereof), or (c)
otherwise properly brought before the annual meeting by a shareholder of
the Corporation (i) who was a shareholder of record on the date of the
giving of the notice provided for in this Section and on the record date
for the determination of shareholders entitled to vote at the meeting and
(ii) who has complied with the notice procedures set forth in this Section.
In addition to any other applicable requirements, including the
rules and regulations of the Securities and Exchange Commission applicable
to shareholder proposals, for business to be properly brought before an
annual meeting by a shareholder, the shareholder must have given timely
notice thereof in proper written form to the Secretary of the Corporation.
To be timely, a shareholder's notice to the Secretary must be
delivered to the Secretary or mailed to the Secretary and received at the
principal executive offices of the Corporation not less than ninety (90)
days nor more than one hundred twenty (120) days prior to the anniversary
date of the immediately preceding annual meeting of shareholders;
provided, however, that if the annual meeting is called for a date that is
not within thirty (30) days before or after that anniversary date, notice
by the shareholder in order to be timely must be so received not later
than the close of business on the tenth (10th) day following the day on
which the notice of the date of the annual meeting was mailed or public
disclosure of the date of the annual meeting was made, whichever first
occurs.
To be in proper written form, a shareholder's notice to the
Secretary must be signed by the shareholder and must set forth as to each
matter the shareholder proposes to bring before the annual meeting (i) a
brief description of the business intended to be brought before the annual
meeting (containing 500 words or less) and the reasons for conducting the
business at the annual meeting, (ii) the name and record address of the
shareholder, (iii) the class or series and number of shares of capital
stock of the Corporation which are owned beneficially or of record by the
shareholder, (iv) a description of all arrangements or understandings
between the shareholder and any other person or persons (including their
names) relating to the business being proposed by the shareholder and any
material interest of that shareholder in that business, and (v) a
representation that the shareholder intends to appear in person or by
proxy at the annual meeting to bring that business before the meeting.
No business shall be conducted at an annual meeting of shareholders
except business brought before the annual meeting in accordance with the
procedures set forth in this Section; provided, however, that, once an
item of business has been properly brought before the annual meeting in
accordance with these procedures, nothing in this Section shall be deemed
to preclude discussion by any shareholder concerning that item of
business. If the chairman of the annual meeting determines that a
proposal to conduct business was not properly brought before the annual
meeting in accordance with the foregoing procedures, the chairman shall
declare to the meeting that the proposal to conduct the business was not
properly brought before the meeting and thereupon that business shall not
be transacted.
ARTICLE II
BOARD OF DIRECTORS
Section 1. General Power. Except as otherwise provided in the
Certificate of Incorporation of the Corporation, the business, property,
and affairs of the Corporation shall be managed under the direction of its
Board of Directors.
Section 2. Number. The number of directors constituting the entire
Board of Directors shall be such number, not less than three, as shall be
fixed from time to time by the Board of Directors, provided that no
decrease in the number of directors shall shorten the term of any
incumbent director.
Section 3. Election and Term of Directors. Directors shall be
elected at the annual meeting of shareholders. Each director shall hold
office until the next annual meeting and until the director's successor
has been elected and qualified.
Section 4. Meetings of the Board. An annual meeting of the Board
of Directors shall be held in each year directly after adjournment of the
annual meeting of shareholders. Other regular meetings of the Board shall
be held at such times as may from time to time be fixed by resolution of
the Board. Special meetings of the Board may be held at any time upon
the call of the President or any two directors. Meetings of the Board of
Directors shall be held at such place, within or without the State of New
York, as from time to time may be fixed by resolution of the Board or by
order of the President. If no place is so fixed, meetings of the Board
shall be held at the principal office of the Corporation.
Section 5. Notice of Meetings. Notice of regular meetings of the
Board of Directors need not be given. Notice of each special meeting
shall be mailed, emailed, or sent by facsimile to each director, addressed
to the address last given by the director to the Secretary or, if none has
been given, to the director's residence or usual place of business, at
least three days before the day on which the meeting is to be held, or
shall be sent so addressed to the director by recognized overnight
delivery service at least two days, or by telegraph, cable, wireless, or
similar means at least twenty-four hours, or shall be delivered personally
or by telephone at least three hours, before the time the meeting is to be
held. Each notice shall state the time and place of the meeting but need
not state the purposes thereof except as otherwise expressly provided.
Notices of any such meeting need not be given to any director who submits
a signed waiver of notice whether before or after the meeting or who
attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice.
Section 6. Quorum and Manner of Acting. At each meeting of the
Board of Directors the presence of a majority of the entire Board shall
constitute a quorum for the transaction of business, and the vote of a
majority of the directors present at the time of the vote, if a quorum is
present at that time, shall be the act of the Board.
Section 7. 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 8. Participation in Board Meetings by Conference
Telephone. Any one or more 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 by such means shall constitute presence in
person at a meeting.
Section 9. Executive and Other Committees of Directors. The Board
of Directors, by resolution adopted by a majority of the entire Board, may
designate from among its members an executive committee and other
committees, each consisting of two or more directors, and each of which,
to the extent provided in the resolution, shall have all the authority of
the Board, except that no such committee shall have authority as to the
following matters:
(1) The submission to shareholders of any action that needs
shareholders' approval under the New York Business
Corporation Law;
(2) The filling of vacancies in the Board of Directors or in
any committee;
(3) The fixing of compensation of the directors for serving
on the Board or on any committee;
(4) The amendment or repeal of the By-laws, or the adoption
of new By-laws; and
(5) The amendment or repeal of any resolution of the Board
which by its terms shall not be so amendable or
repealable.
Unless a greater proportion is required by the resolution
designating a committee of the Board of Directors, a majority of the
entire authorized number of members of such committee shall constitute a
quorum for the transaction of business or of any specified item of
business, and the vote of a majority of the members present at the time of
such vote, if a quorum is present at such time, shall be the act of the
committee. The Board may designate one or more directors as alternate
members of any such committee, who may replace any absent member or
members at any meeting of such committee.
Section 10. Resignation and Removal. Any director may resign at
any time by giving written notice to the President or to the Secretary.
The resignation shall take effect at the time specified therein or, if no
time is specified, then on delivery and unless otherwise specified
therein, the acceptance of the resignation by the Board of Directors shall
not be needed to make it effective. Any or all of the directors may be
removed, at any time, with or without cause, by vote of the shareholders
at a special meeting of shareholders, and any vacancy thereby created may
be filled at that meeting by vote of the shareholders and, if not so
filled, then by the directors as provided in Section 11 of this Article.
Section 11. Vacancies. Newly created directorships 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, even if less than a quorum exists. A
director elected to fill a newly created directorship or a vacancy shall
hold office until the next annual meeting of shareholders and until such
director's successor has been elected and qualified.
Section 12. Nomination of Directors. Only persons who are
nominated in accordance with the following procedures shall be eligible for
election as directors of the Corporation. At any annual meeting of
shareholders, or at any special meeting of shareholders that is called for
the purpose of electing directors, nominations of persons for election to
the Board of Directors may be made (a) by or at the direction of the Board
of Directors (or any duly authorized committee thereof) or (b) by any
shareholder of the Corporation (i) who is a shareholder of record on the
date of the giving of the notice provided for in this Section and on the
record date for the determination of shareholders entitled to vote at the
meeting and (ii) who complies with the notice procedures set forth in this
Section.
In addition to any other applicable requirements, for a nomination
to be made by a shareholder, the shareholder must have given timely notice
thereof in proper written form to the Secretary of the Corporation.
To be timely, a shareholder's notice of the nomination must be
delivered to the Secretary or mailed to the Secretary and received at the
principal executive offices of the Corporation (a) in the case of an
annual meeting, not less than ninety (90) days nor more than one hundred
twenty (120) days prior to the anniversary date of the immediately
preceding annual meeting of shareholders; provided, however, that in the
event that the annual meeting is called for a date that is not within
thirty (30) days before or after that anniversary date, notice by the
shareholder in order to be timely must be so received not later than the
close of business on the tenth (10th) day following the day on which the
notice of the date of the annual meeting was mailed or the public
disclosure of the date of the annual meeting was made, whichever first
occurs; and (b) in the case of a special meeting of shareholders called
for the purpose of electing directors, not later than the close of
business on the tenth (10th) day following the day on which notice of the
date of the special meeting was mailed or public disclosure of the date of
the special meeting was made, whichever first occurs.
To be in proper written form, a shareholder's notice to the
Secretary must be signed by the shareholder and must set forth (a) as to
each person whom the shareholder proposes to nominate for election as a
director (i) the name, age, business address, and residence address of the
person, (ii) the principal occupation or employment of the person, (iii)
the class or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by the person, and
(iv) any other information relating to the person that would be required
to be disclosed in a proxy statement or other filings required to be made
in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the rules and regulations promulgated
thereunder; and (b) as to the shareholder giving the notice (i) the name
and the address of record of the shareholder, (ii) the class or series and
number of shares of capital stock of the Corporation which are owned
beneficially or of record by the shareholder, (iii) a description of all
arrangements or understandings between the shareholder and each proposed
nominee and any other person or persons (including their names) pursuant
to which the nomination(s) are to be made by the shareholder, (iv) a
representation that the shareholder intends to appear in person or by
proxy at the meeting to nominate the persons named in the notice and (v)
any other information relating to the shareholder that would be required
to be disclosed in a proxy statement or other filings required to be made
in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder. The notice must be accompanied by a written
consent of each proposed nominee to being named as a nominee and to serve
as a director if elected.
No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth
in this Section. If the chairman of the shareholder meeting determines
that a nomination was not made in accordance with the foregoing
procedures, the chairman shall declare to the meeting that the nomination
was defective and thereupon the defective nomination shall be disregarded.
ARTICLE III
OFFICERS
Section 1. Officers Enumerated. The officers of the Corporation
shall be a President, one or more Vice Presidents, a Secretary, and a
Treasurer, and such other officers as the Board of Directors may in its
discretion elect. Any two or more offices may be held by the same person,
except that the offices of President and Secretary may not be held by the
same person unless all of the issued and outstanding stock of the
Corporation is owned by that person.
Section 2. Election and Term of Office. All officers shall be
elected by the Board of Directors at its first meeting held after the
annual election of directors. The officers need not be directors. Unless
elected for a lesser term, and subject always to the right of the Board of
Directors to remove an officer with or without cause, each officer shall
hold office for one year and until such officer's successor has been
elected and qualified.
Section 3. The President. The President shall be the chief
executive officer of the Corporation and, subject to the determinations of
the Board of Directors, shall have general control and management of the
business, property, and affairs of the Corporation. The President shall
preside at all meetings of shareholders and of the Board. In the absence
or incapacity of any other officer of the Corporation, the President shall
have the authority and may perform the duties of that officer.
Section 4. The Vice Presidents. Each Vice President, if any,
shall, in the absence or incapacity of the President and in order of
seniority as fixed by the Board, have the authority and perform the duties
of the President, and each shall have such other authority and perform
such other duties as the Board of Directors may prescribe.
Section 5. The Secretary. The Secretary (a) shall attend all
meetings of the Board of Directors and all meetings of the shareholders
and record all votes and the minutes of all proceedings in a book to be
kept for that purpose, (b) shall perform like duties for committees of the
Board when required, (c) shall give, or cause to be given, notice of all
meetings of the shareholders and special meetings of the Board of
Directors, and (d) shall have such other authority and perform such other
duties as usually pertain to the office or as may be prescribed by the
Board of Directors. The Secretary shall keep in safe custody the seal of
the Corporation and, when authorized by the Board of Directors or the
President, affix the same to any instrument requiring it, and when so
affixed, it shall be attested by the signature of the Secretary or
Treasurer.
Section 6. The Treasurer. The Treasurer (a) shall have the care
and custody of all the moneys and securities of the Corporation, (b) shall
keep or cause to be kept complete and accurate books of account of all
moneys received and paid on account of the Corporation, (c) shall sign
such instruments as require the Treasurer's signature, and (d) shall have
such other authority and perform such other duties as usually pertain to
the office or as the Board of Directors may prescribe.
Section 7. Assistant Officers. Any Assistant Vice President,
Assistant Secretary, or Assistant Treasurer elected by the Board of
Directors, (a) shall assist the Vice President, Secretary, or Treasurer,
respectively, as the case may be, (b) shall possess that officer's
authority and perform that officer's duties in that officer's absence or
incapacity, and, (c) shall have such other authority and perform such
other duties as the Board of Directors may prescribe.
Section 8. Appointed Officers. The Board of Directors may delegate
to any officer or committee the power to appoint and to remove any
subordinate officer, agent, or employee.
Section 9. Securities of Other Corporations. The President or the
Treasurer may, with respect to any shares of stock or other securities
issued by any other corporation or other business organization and held by
the Corporation, exercise voting and similar rights on behalf of the
Corporation and execute proxies for that purpose. In addition, any such
officer may endorse for sale or transfer and may sell or transfer for and
on behalf of the Corporation any such stock or other securities and may
appoint proxies or attorneys for that purpose.
ARTICLE IV
SHARES AND THEIR TRANSFER
Section 1. Certificates of Stock. Every shareholder shall be
entitled to have one or more certificates, in such form as the Board of
Directors may from time to time prescribe, representing in the aggregate
the number of shares of stock of the Corporation owned by said
shareholder, which certificates shall be signed by or in the name of the
Corporation by the president or a Vice President and by the Treasurer or
an Assistant Treasurer or the Secretary or an Assistant Secretary.
Section 2. Transfers. Shares of stock of the Corporation shall be
transferable on the books of the Corporation by the registered holder
thereof in person or by such holder's duly authorized attorney, but,
except as hereinafter provided in the case of loss, destruction, or
mutilation of certificates, no transfer of shares shall be entered until
the previously issued certificate representing those shares shall have
been surrendered and canceled. Except as otherwise required by law, the
Corporation shall be entitled to treat the person registered as the holder
of shares on its books as the owner thereof for all purposes regardless of
any notice or knowledge to the contrary.
Section 3. Stock Transfer Books. In the event of declaration of a
dividend the stock transfer books of the Company shall not be closed but a
record date will be fixed upon which the Company's transfer agent shall
take a record of all shareholders entitled to the dividend without
actually closing said stock transfer books.
Section 4. Lost, Destroyed or Mutilated Certificates. The
Corporation may issue a new certificate representing shares of stock of
the same tenor and the same number of shares in place of a certificate
theretofore issued by it that is alleged to have been lost, stolen, or
destroyed; provided, however, that the Board of Directors may require the
owner of the lost, stolen, or destroyed certificate, or such owner's legal
representative, to give the Corporation a bond of indemnity, in form and
with one or more sureties satisfactory to the Board, sufficient to
indemnify the Corporation against any claim that may be made against it on
account of the alleged loss, theft, or destruction of any such certificate
or the issuance of such new certificate.
ARTICLE V
GENERAL
Section 1. Seal. The seal of the Corporation shall be in the form
of a circle and shall bear matters deemed appropriate by the Board of
Directors.
Section 2. Indemnification of Directors and Officers.
(a) Right to Indemnification. Except as prohibited by law or as
provided in Paragraph (b) below, the Corporation shall indemnify each
person against all reasonable expenses and any other liability paid or
incurred by such person in connection with any actual or threatened claim,
action, suit or proceeding, whether civil, criminal, administrative,
investigative, or other, or whether brought by or in the right of the
Corporation or otherwise, in which such person may be involved as a party
or otherwise, by reason of the fact that such person or such person's
testator or intestate is or was a director or officer of the Corporation,
or serves or served in any capacity at the request of the Corporation any
other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise (any such actual or threatened claim, action,
suit or proceeding hereinafter being referred to as an "action"). To the
maximum extent permitted by law, the Corporation shall make advances of
expenses incurred by such person in connection with an action prior to
final disposition of such action, subject to receipt by the Corporation of
an undertaking by or on behalf of such person to repay such advances to
the extent such person is ultimately found not to be entitled to
indemnification. As used herein, "expenses" shall include, without
limitation, costs of investigation, including experts, the costs of
defense of actions and appeals therefrom and fees and expenses of counsel
selected by such person. As used herein, "liability" shall include
amounts of judgments, excise taxes, fines and penalties, amounts paid in
settlement and any other amounts which the person may be obligated to pay
as a result of any action.
(b) Exclusions. No such indemnification shall be made to or on
behalf of any person if a judgment or other final adjudication adverse to
such person establishes that either (i) such person's acts were committed
in bad faith, or were the result of active and deliberate dishonesty, and
were material to the action, or (ii) that such person gained in fact a
financial profit or other economic advantage to which such person was not
legally entitled.
(c) Indemnification Not Exclusive. The right of indemnification
provided for herein shall not be deemed exclusive of any other rights to
which persons seeking indemnification hereunder may be entitled under
applicable law, by agreement or otherwise, and the provisions hereof shall
inure to the benefit of the heirs, beneficiaries and legal representative
of persons entitled to indemnification hereunder and shall be applicable
to actions arising from acts or omissions occurring before or after the
adoption hereof. The Corporation is authorized to enter into agreements
with any of its directors or officers extending rights to indemnification
and advancement of expenses to such person to the fullest extent permitted
by applicable law, but the failure to enter into any such agreement shall
not affect or limit the rights of such person pursuant to this By-law, it
being expressly recognized hereby that all directors or officers of the
Corporate, by serving as such after the adoption hereof, are acting in
reliance on this Section 2 and that the Corporation is estopped to contend
otherwise.
(d) Contract Rights. The right of indemnification under this
Section 2 shall be deemed to constitute a contract between the Corporation
and the persons entitled to indemnification and may not, without the
consent of such person, be amended or repealed with respect to any event,
act or omission occurring or allegedly occurring prior to the end of the
term of office such person is serving when such amendment or repeal is
adopted.
(e) Miscellaneous. Persons who are not directors or officers of
the Corporation shall be similarly indemnified and entitled to advancement
or reimbursement of expenses to the extent authorized at any time by the
Board of Directors. The Corporation shall be deemed to have requested a
person to serve an employee benefit plan where the performance of such
person's duties also involves duties or services to the plan or its
participants or beneficiaries.
Section 3. Fiscal Year. The fiscal year of the Corporation shall
end at the close of business on March 31 of each calendar year.
ARTICLE VI
AMENDMENTS
Section 1. Power to Amend. Both the shareholders and the Board of
Directors shall have the power to adopt, amend, or repeal By-laws. Any
By-law adopted by the Board may be amended or repealed by the shareholders
at any annual or special meeting of the shareholders.
Section 2. Amendment Affecting Election of Directors. If any
By-law regulating an impending election of directors is adopted, amended,
or repealed by the Board, 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.
* * * * *
