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EXHIBIT 3.2
BY-LAWS
OF
CLAIRE'S STORES, INC.
(FORMERLY KNOWN AS CSI FLORIDA ACQUISITION, INC.)
(A FLORIDA CORPORATION)
ADOPTED JUNE 8, 2000
ARTICLE I
OFFICES
Section 1. The location of the principal office of the Corporation in
the State of Florida shall be in the City of Pembroke Pines, County of Broward.
Section 2. The Corporation may also have offices at such other places
both within and without the State of Florida as the Board of Directors may from
time to time determine or the business of the Corporation may require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. All meetings of the shareholders for the election of
Directors shall be held at the principal office of the Corporation in the State
of Florida or at such other place within or without the State of Florida as may
from time to time be fixed by the Board of Directors and as may be specified in
the respective notices of meeting or duly executed waivers of notice.
Section 2. The annual meeting of shareholders shall be held on such
date and at such time as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting, at which meeting the
shareholders shall elect Directors by a plurality vote and transact such other
business as may properly be brought before the meeting.
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Section 3. Written notice of the annual meeting shall be given to each
shareholder entitled to vote thereat, no fewer than ten (10) days or more than
sixty (60) days before the date fixed for the meeting.
Section 4. At least ten days before every election of Directors, a
complete list of the shareholders entitled to vote at said election, arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the Secretary. Such list shall be open to the
examination of any shareholder for said ten days either at the Corporation's
principal office, at a place within the city, town or village where the election
is to be held and which place shall be specified in the notice of meeting, or at
the office of the Corporation's transfer agent or registrar and shall be
produced and kept at the time and place of election during the whole time
thereof, and subject to the inspection of any shareholder who may be present.
Section 5. The Board of Directors may close the stock transfer books of
the Corporation for a period not exceeding seventy (70) days preceding the date
of any meeting of shareholders, or the date for payment of any dividend, or the
date for the allotment of rights or the date when any change or conversion or
exchange of capital stock shall go into effect or the date in connection with
obtaining the consent of shareholders for any purpose. In lieu of closing the
stock books as aforesaid, the Board of Directors may fix in advance a date, not
exceeding seventy (70) days preceding the date of any meeting of shareholders,
or the date for the payment of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or exchange of capital stock
shall go into effect or the date in connection with obtaining such consent, as a
record date for the determination of the shareholders entitled to notice of, and
to vote at, any such meeting, and any adjournment thereof, or entitled to
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receive payment of any such dividend, or to any such allotment of rights, or to
exercise the rights in respect of any such change, conversion or exchange of
capital stock, or to give such consent, and in such case such shareholders and
only such shareholders as shall be shareholders of record on the date so fixed
shall be entitled to such notice of, and to vote at, such meeting and any
adjournment thereof, or to receive payment of such dividend, or to receive such
allotment of rights, or to exercise such rights, or to give such consent, as the
case may be, notwithstanding any transfer of any stock on the books of the
Corporation after any such record date fixed as aforesaid.
Section 6. Special meetings of the shareholders for any purpose or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, shall be held at the principal office of the Corporation in the
State of Florida or at such other place within or without the State of Florida
as may be designated in the notice of said meeting, upon call of the Chairman of
the Board or the President or a majority of the Board of Directors or holders
representing not less than 25% of the number of votes entitled to be cast on any
issue to be considered at a special meeting.
Section 7. Written notice of a special meeting of shareholders, stating
the time and place thereof, shall be given to each shareholder entitled to vote
thereat no fewer than ten (10) or more than sixty (60) days before the date
fixed for such meeting.
Section 8. The holders of record of stock, issued and outstanding and
entitled to vote thereat, present in person or represented by proxy,
representing a majority of the number of votes entitled to be cast shall
constitute a quorum at all meetings of shareholders except as otherwise provided
by statute, by the Articles of Incorporation or by these By-Laws. If, however,
such quorum shall not be present or represented at any meeting of the
shareholders, the holders of a majority of the votes present or represented, in
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person or by proxy, entitled to be counted thereat if a quorum were present,
shall have power to adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted at the meeting as originally called.
Section 9. When a quorum is present at any meeting, action on a matter
(other than the election of Directors) by the holders of stock entitled to vote
thereon, present in person or represented by proxy, will be deemed approved if
the votes cast favoring the matter exceed the votes cast opposing the matter,
unless the matter is one upon which by express provision of the statutes or of
the Articles of Incorporation or of these By-Laws, a different vote is required,
in which case such express provision shall govern and control the decision of
such matter.
Section 10. Any vote on stock of the Corporation may be given by the
shareholder entitled thereto in person or by his proxy appointed by an
instrument in writing, subscribed by such shareholder or by his attorney
thereunto authorized and delivered to the secretary of the meeting; provided,
however, that the foregoing shall not be deemed to be exclusive, and a
shareholder may vote on stock of the Corporation in any other manner prescribed
by statute; provided further, however, that no proxy shall be voted on after
eleven months from its date unless said proxy provides for a longer period. An
appointment of a proxy is revocable by the shareholder unless the appointment
form conspicuously states that it is irrevocable and the appointment is coupled
with an interest.
ARTICLE III
DIRECTORS
Section 1. The property and business of the Corporation shall be
managed by its Board of Directors which may exercise all such powers of the
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Corporation and do all such lawful acts and things as are not by statute or by
the Articles of Incorporation or by these By-Laws directed or required to be
exercised or done by the shareholders.
Section 2. Unless provided otherwise by the Articles of Incorporation,
the number of members that shall comprise the Board of Directors of the
Corporation shall be not less than three nor more than nine as the Board of
Directors from time to time shall decide. The Directors shall be elected at the
annual meeting of shareholders of the Corporation, to serve until the following
annual meeting or until their successors are duly elected and shall qualify.
Section 3. Vacancies and newly created directorships resulting from any
increase in the authorized number of Directors may be filled by a majority of
the Directors then in office, though less than a quorum, and the Directors so
chosen shall hold office until the next succeeding annual meeting of
shareholders or until their successors are duly elected and shall qualify,
unless sooner displaced pursuant to law; provided, however, that, if one or more
Directors shall resign from the Board, effective at a future date, the remaining
Directors who have not resigned may fill such vacancy or vacancies or they may
request the resigning Directors to participate in filling such vacancy or
vacancies and in either case, the vote thereon shall become effective at the
future date aforesaid. The votes taken pursuant to this Section 3 need not be by
ballot.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The Directors of the Corporation may hold their meetings,
both regular and special, either within or without the State of Florida.
Section 5. The first meeting of the newly elected Board may be held
immediately after each annual meeting of the shareholders at the same place at
which such annual meeting is held, and no notice of such meeting shall be
necessary.
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Section 6. Regular meetings of the Board may be held without notice at
such time and place as shall from time to time be determined by the Board.
Section 7. Special meetings of the Board may be called by the Chairman
of the Board or the President on at least two days' notice to each Director,
either personally or by mail, by telegram or facsimile transmission. Meetings
may be held at any time without notice if all the Directors are present, or if
at any time before or after the meeting those not present waive notice of the
meeting in writing.
Section 8. At all meetings of the Board, a majority of the number of
Directors then in office shall constitute a quorum for the transaction of
business and the act of a majority of the Directors present at a meeting at
which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by statute or by the Articles of
Incorporation or by these By-Laws. If a quorum shall not be present at any
meeting of Directors, the Directors present thereat may adjourn the meeting from
time to time without notice other than announcement at the meeting, until a
quorum shall be present.
COMMITTEES OF DIRECTORS
Section 9. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate an Executive Committee and one or more
other Committees to consist of two (2) or more Directors as the Board may from
time to time determine. The Executive Committee and one or more such other
Committees designated by the Board, to the extent provided in such resolution or
resolutions or in the Articles of Incorporation or these By-Laws, but subject to
any limitations imposed by statute, shall have and may exercise all the powers
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of the Board of Directors in the management of the business and the affairs of
the Corporation, and shall have power to authorize the seal of the Corporation
to be affixed to all papers which may require it, but neither the Executive
Committee nor any other Committee appointed by the Board shall have the power to
fill vacancies in the said Committee; provided, however, that, in the absence or
disqualification of any member of the Executive Committee or of any other
Committee designated by the Board, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the Board to act at the
meeting in the place of any such absent or disqualified member, subject,
however, to the right of the Board of Directors to designate one or more
alternate members of such Committee, which alternate members shall have power to
serve, subject to such conditions as the Board may prescribe, as a member or
members of said Committee during the absence or inability to act of any one or
more members of said Committee. The Board of Directors shall have the power at
any time to change the membership of the Executive Committee or any other
Committee designated by the Board, to fill vacancies in it, or to dissolve it.
The Executive Committee and any other Committee designated by the Board of
Directors may make rules for the conduct of its business and may appoint such
Committees and assistants as it may from time to time deem necessary. A majority
of the members of the Executive Committee or any other Committee designated by
the Board shall constitute a quorum. Unless otherwise ordered by the Board of
Directors, each member of the Executive Committee or any other Committee
designated by the Board shall continue to be a member thereof until the
expiration of his term of office as a Director (or, in the case of his
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reelection as a Director, until the expiration of his new term of office) or
until sooner removed by the Board. Meetings of the Executive Committee or any
other Committee designated by the Board of Directors shall be held at the
principal office of the Corporation in the State of Florida or at such other
place or places within or without the State of Florida as shall be specified in
the notice or waiver of notice of meeting or specified by resolution of the
Board or the Executive Committee or any other Committee designated by the Board.
Such Committee or Committees shall have the name or names as may be determined
from time to time by resolution adopted by the Board of Directors.
Section 10. Whenever requested by the Board of Directors, a Committee
shall keep regular minutes of its proceedings and report the same to the Board
when required.
COMPENSATION OF DIRECTORS
Section 11. Directors may, by resolution of the Board, receive a fixed
annual sum or other compensation for acting as Directors, payable quarterly or
at such other intervals as the Board shall fix, and/or a fixed sum or other
compensation and expenses of attendance, if any, for attendance at each regular
or special meeting of the Board; provided that nothing herein contained shall be
construed to preclude any Director from serving the Corporation, or any
subsidiary or affiliated corporation, in any other capacity and receiving
compensation therefor. Members of special or standing Committees may be allowed
like compensation for attending Committee meetings.
INFORMAL ACTION BY DIRECTORS
Section 12. Unless otherwise restricted by the Articles of
Incorporation or these By-Laws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any Committee thereof may be taken
without a meeting, if prior to such action a written consent thereto is signed
by all members of the Board or of such Committee, as the case may be, and such
written consent is filed with the minutes or proceedings of the Board or
Committee.
REMOVAL OF DIRECTORS
Section 13. At any special meeting of the shareholders, duly called as
provided in these By-Laws, any Director or Directors may be removed with or
without cause only if the number of votes cast by the holders of all the shares
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of stock outstanding and entitled to vote for the election of Directors to
remove the Director or Directors exceeds the number of votes cast not to remove
such Director or Directors, and the remaining Directors may fill any vacancy or
vacancies created by such removal.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 14. The Corporation shall indemnify any Director, officer,
employee or agent of the Corporation, or any person who is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, to the
fullest extent permitted under applicable law.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the
Articles of Incorporation or of these By-Laws, notice is required to be given to
any Director or shareholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail addressed to such Director or
shareholder at such address as appears on the books of the Corporation, and such
notice shall be deemed to be given at the time when the same shall be thus
mailed. Nothwithstanding the foregoing, notice by electronic transmission is
deemed to constitute written notice and shall be deemed effective in accordance
with applicable statute.
Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the Articles of Incorporation or of these
By-Laws, 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.
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ARTICLE V
OFFICERS
Section 1. The officers of the Corporation shall be chosen by the Board
of Directors and shall be a Chairman of the Board, a President, a Secretary and
a Treasurer. The Board of Directors may also choose one or more Vice Presidents
and one or more Assistant Secretaries and Assistant Treasurers. Any two or more
offices may be held by the same person. The Board may appoint such other
officers and agents as it shall deem necessary, who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board.
Section 2. The Board of Directors at its first meeting after each
annual meeting of shareholders shall choose a Chairman of the Board, a
President, a Treasurer and a Secretary, none of whom need be a member of the
Board.
Section 3. The officers of the Corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
Board of Directors may be removed either with or without cause at any time by
affirmative vote of a majority of the whole Board of Directors. If the office of
any officer becomes vacant for any reason, the vacancy shall be filled by the
Board of Directors.
CHAIRMAN OF THE BOARD
Section 4. The Chairman of the Board shall be the chief executive
officer of the Corporation and have general supervision of the business of the
Corporation and over its several officers, subject to the control of the Board
of Directors. He shall, unless another person is designated by the Board of
Directors, preside at all meetings of the shareholders. He shall sign and
execute in the name of the Corporation, all deeds, mortgages, bonds, contracts
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or other instruments authorized by the Board of Directors, except where required
or permitted by law to be otherwise signed and executed and except in cases
where the signing and execution thereof shall be delegated by the Board of
Directors or by these By-Laws to some other officer or agent of the Corporation;
and in general, shall perform all the duties incident to the office of the chief
executive officer of the Corporation.
PRESIDENT
Section 5. The President shall be the chief operating officer of the
Corporation next to and under the direction of the Chairman of the Board. He
shall, in the absence of the Chairman of the Board, preside at all meetings of
shareholders and directors, have general supervision of the affairs of the
Corporation, sign or counter-sign all certificates, contracts and other
instruments of the Corporation as authorized by the Board of Directors, and he
shall perform all such other duties and have such other powers as the Board of
Directors may from time to time designate.
EXECUTIVE VICE PRESIDENT
Section 6. The Executive Vice President, if any, and any additional
Vice Presidents, shall perform such duties as the Chairman of the Board, the
President or the Board of Directors may, from time to time, designate.
SECRETARY AND ASSISTANT SECRETARIES
Section 7. The Secretary shall record all the proceedings of the
meetings of the shareholders and Directors in a book to be kept for that
purpose, and shall perform like duties for the standing Committees when
requested. He shall give, or cause to be given, notice of all meetings of the
shareholders and special meetings of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors, Chairman of
the Board or President, under whose supervision he shall be. He shall keep in
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safe custody the seal of the Corporation and when authorized by the Board, affix
the same to any instrument requiring it and, when so affixed, it shall be
attested by his signature or by the signature of the Treasurer or an Assistant
Treasurer or an Assistant Secretary.
Section 8. The Assistant Secretaries in order of their seniority shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties as the Chairman
of the Board, the President or the Board of Directors shall prescribe.
TREASURER AND ASSISTANT TREASURER
Section 9. The Treasurer shall have custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.
Section 10. He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the Chairman of the Board, the President and
the Board of Directors, at its regular meetings, or when the Board of Directors
so requires, an account of all his transactions as Treasurer and of the
financial condition of the Corporation.
Section 11. He shall perform all duties incident to the office, and any
duties that may be assigned to him by the Board of Directors, the Chairman of
the Board or the President.
Section 12. If required by the Board of Directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of his
office and for the restoration to the Corporation, in case of his death,
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resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his possession or under his control
belonging to the Corporation.
Section 13. The Assistant Treasurers in the order of their seniority,
unless otherwise determined by the Board of Directors, shall, in the absence or
disability of the Treasurer, perform the duties and exercise the powers of the
Treasurer. They shall perform such other duties as the Chairman of the Board,
the President or the Board of Directors may from time to time prescribe.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. The interest of each shareholder of the Corporation shall be
evidenced by certificates for shares of stock in such form as the Board of
Directors may from time to time prescribe in accordance with the law. The
certificates of stock shall be numbered and shall be entered in the books of the
Corporation as they are issued. They shall exhibit the holder's name and number
of shares and shall be signed by the Chairman of the Board, the President or the
Executive Vice President and the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary.
Section 2. The Board of Directors may appoint one or more transfer
clerks or one or more transfer agents and one or more registrars, and may
require all certificates of stock to bear the signature or signatures of any of
them.
Section 3. Where a certificate is signed (1) by a transfer agent or an
assistant transfer agent, or (2) by a transfer clerk acting on behalf of the
Corporation and a registrar, the signature of the Chairman of the Board,
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President, Executive Vice President, Treasurer, Assistant Treasurer, Secretary
or Assistant Secretary of the Corporation may be facsimile. In case any officer
or officers who have signed, or whose facsimile signature or signatures have
been used on, any such certificate or certificates shall cease to be such
officer or officers of the Corporation, whether because of death, resignation or
otherwise, before such certificate or certificates shall have been delivered by
the Corporation, such certificate or certificates may nevertheless be adopted by
the Corporation and be issued and delivered as though the person or persons who
signed such certificate or certificates or whose facsimile signature or
signatures have been used thereon have not ceased to be such officer or officers
of the Corporation.
Section 4. The shares of stock of the Corporation shall be transferable
on the books of the Corporation by the registered holder thereof in person or by
his attorney, upon surrender for cancellation of certificates for the same
number of similar shares, with an assignment and power of transfer endorsed
thereon or attached thereto, duly executed and with such proof of the
authenticity of the signature as the Corporation or its agents may reasonably
require.
Section 5. The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Florida.
LOST CERTIFICATES
Section 6. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing the issuance of a
new certificate or certificates, the Board of Directors may, in its discretion,
and as a condition precedent to the issuance thereof, require the owner of such
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lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost or destroyed.
ARTICLE VII
CORPORATION BOOKS
Section 1. All the books of the Corporation may be kept outside of
Florida at such place or places as the Board of Directors may from time to time
determine.
ARTICLE VIII
GENERAL PROVISIONS
Section 1. Dividends upon the capital stock of the Corporation, subject
to the provisions of the Articles of Incorporation, if any, may be declared by
the Board of Directors at any regular or special meeting thereof, pursuant to
law. Dividends may be paid in cash, in property or in shares of the capital
stock, subject to the provisions of the Articles of Incorporation.
Section 2. Before payment of any dividend, there may be set aside out
of any funds in the Corporation available for dividends, such sum or sums as the
Directors, from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purposes as the Directors shall think conducive to the interest of the
Corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.
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EXECUTION OF INSTRUMENTS
Section 3. All checks, notes, drafts, bills of exchange, orders for the
payment of money, bonds, debentures, obligations, bills of lading, commercial
documents and other negotiable and/or non-negotiable instruments, contracts and
formal documents (other than certificates of stock) shall be signed by such
officer or officers or agent or agents as shall be thereunto authorized from
time to time by the Board of Directors. The seal of the Corporation may be
affixed to such instruments and papers requiring the same as shall have been
duly signed and may be attested by the Secretary or one of the Assistant
Secretaries or by the Treasurer or one of the Assistant Treasurers or by other
officer.
FISCAL YEAR
Section 4. The fiscal year of the Corporation shall be fixed by the
resolution of the Board of Directors; otherwise it shall be a calendar year.
CORPORATE SEAL
Section 5. The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization and the words "Corporate Seal,
Florida". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
VOTING UPON STOCKS
Section 6. Unless otherwise ordered by the Board of Directors or
Executive Committee, the Chairman of the Board, the President, the Executive
Vice President or any of the Vice Presidents authorized thereto in writing by
the Chairman of the Board or the President shall have full power and authority
on behalf of the Corporation to attend and to act and to vote, or to give, on
behalf of the Corporation, a proxy to attend and to act and to vote at any
meeting of the shareholders of any corporation in which the Corporation may hold
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stock, and at any such meeting he or such proxy shall possess and may exercise,
for the purpose of such meeting, any and all of the rights and powers incident
to the ownership of said stock, and which as the owner thereof, the Corporation
might have possessed and exercised if present. The Board of Directors or
Executive Committee by resolution from time to time may confer like powers upon
any other person or persons.
ARTICLE IX
AMENDMENTS
Section 1. Subject to the provisions of law and the Articles of
Incorporation, these By-Laws may be altered, amended or repealed, in whole or in
part, or new By-Laws may be adopted, by the shareholders or by the Board of
Directors; provided, however, that notice of such alteration, amendment, repeal
or adoption of new By-Laws be contained in the notice of such meeting of
shareholders or Board of Directors as the case may be.
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