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
Date of Report (Date of earliest event reported): January
17, 1996
Commission file number 1-5558
Katy Industries, Inc.
(Exact name of registrant as specified in its charter)
Delaware
75-1277589
(State of Incorporation) (IRS Employer
Identific ation Number)
6300 S. Syracuse #300, Englewood, Colorado 80111
(Address of Principal Executive Offices) (Zip
Code)
Registrant's telephone number, including area code: (303) 290-9300
(Former name or former address, if changed since last report)
Not applicable
Item 5. Other Events
On January 17, 1996, Katy Industries, Inc. ("Katy
or the "Company"), Board of Directors amended the
Company's Bylaws to add certain provisions designed to
promote more orderly procedures for shareholder meetings
and actions. The bylaws were amended to provide an
advance notice requirement for director nominations and
stockholder proposals. The bylaw amendments require
that advance notice of nominations or shareholder
proposals be delivered to the Company not less than 50
days nor more than 90 days prior to a shareholders'
meeting.
Item 7. Exhibits
(c) Exhibits. The amended bylaws of Katy Industries,
Inc. are filed as an exhibit to this filing.
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 hereunto duly authorized.
Katy Industries, Inc.
(Registrant)
By /S/ John R. Prann, Jr.
John R. Prann, Jr.
Chief Executive Officer
Date February 15, 1996
KATY INDUSTRIES, INC.
BY-LAWS
___________________________
ARTICLE I
OFFICES
Section 1. The registered office
shall be in the city of Wilmington,
County of New Castle, State of
Delaware.
Section 2. The corporation may
also have offices at such other
places both within and without the
State of Delaware as the board of
directors may from time to time
determine or the business of the
corporation may require.
ARTICLE 11
MEETING OF STOCKHOLDERS
Section 1. All meetings of the
stockholders for the election of
directors shall be held in Elgin,
Illinois, at such place as may be
fixed from time to time by the board
of directors, or at such other place
either within or without the State of
Delaware as shall be designated from
time to time by the board of
directors and stated in the notice of
the meeting. Meetings of stockholders
for any other purpose may be held at
such time and place, within or
without the State of Delaware, as
shall be stated in the notice of the
meeting or in duly executed waiver of
notice thereof.
Section 2. Annual Meetings of
stockholders shall be held on the
third Wednesday in May in each year
if not a legal holiday, and if a
legal holiday, then on the next
secular day following, at 10.00 A.M.
or at such other date and time as
shall be designated from time to
time by the board of directors and
stated in the notice of the meeting,
for the purpose of electing directors
in the manner provided in these by-laws
and for the transaction of such
other business as may properly come
before the meeting.
Section 3. Written notice of the
annual meeting stating the place,
date and hour of the meeting shall
be given to each stockholder entitled
to vote at such meeting not less
than ten or more than sixty days
before the date of the meeting,
Section 4. The officer who has
charge of the stock ledger of the
corporation shall prepare and make,
at least ten days before every
meeting of stockholders, a complete
list of the stockholders entitled to
vote at the meeting, arranged in
alphabetical order, and showing the
address of each stockholder and the
number of shares registered in the
name of each stockholder. Such list
shall be open to the examination of
any stockholder, for any purpose
germane to the meeting, during
ordinary business hours, for a period
of at least ten days prior to the
meeting, either at a place within
the city where the meeting is to he
held, which place shall be specified
in the notice of the meeting, or,
if not so specified, at the place
where the meeting is to be held.
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 5. Special meetings of
the stockholders for any purpose or
purposes, unless otherwise prescribed
by statute or by the certificate of
incorporation, may be called by the
chairman and shall be called by the
chairman or secretary at the request
in writing of a majority of the
board of directors, or at the
request in writing of stockholders
owning a majority in amount of the
entire capital stock of the
corporation issued and outstanding
and entitled to vote. Such request
shall state the purpose or purposes
of the proposed meeting,
Section 6. Written notice of a
special meeting stating the place,
date and hour of the meeting and
the purpose or purposes for which
the meeting is called, shall be
given not less than ten nor more
than sixty days before the date of
the meeting, to each stockholder
entitled to vote at such meeting.
Section 7. Business transacted at
any special meeting of stockholders
shall be limited to the purposes
stated in the notice.
Section 8. The holders of a
majority of the stock issued and
outstanding and entitled to vote
thereat, present in person or
represented by proxy, shall
constitute a quorum at all meetings
of the stockholders for the
transaction of business except as
otherwise provided by statute or by
the certificate of incorporation.
If, however, such quorum shall not
be present or represented at any
meeting of the stockholders, the
stockholders entitled to vote
thereat, present in person or
represented by proxy, 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 which might have
been transacted at the meeting as
originally notified. If the
adjournment is for more than thirty
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 9. When a quorum is
present at any meeting, the vote of
the holders of a majority of the
stock having voting power present in
person or represented by proxy shall
decide any question brought before
such meeting, unless the question is
one upon which by express provision
of the statutes or of the
certificate of incorporation, a
different vote is required in which
case such express provision shall
govern and control the decision of
such question.
Section 10. Each stockholder shall
at every meeting of the stockholders
be entitled to one vote in person
or by proxy for each share of the
capital stock having voting power
held by such stockholder, but no
proxy shall be voted on after three
years from its date, unless the
proxy provides for a longer period.
Section 11. Whenever the vote of
stockholders at a meeting thereof is
required or permitted to be taken
for or in connection with any
corporate action, by any provision of
the statute, the meeting and vote of
stockholders may be dispensed with if
all the stockholders who would have
been entitled to vote upon the
action if such meeting were held
shall consent in writing to such
corporate action being taken; or,
unless otherwise provided in the
certificate of incorporation, any
action required to be taken at any
annual or special meeting of
stockholders of a corporation or any
action which may be taken at any
annual or special meeting of such
stockholders, may be taken without a
meeting, without prior notice and
without a vote, if a consent in
writing, setting forth the action so
taken, shall be signed by the
holders of outstanding stock having
not less than the minimum number of
votes that would be necessary to
authorize or take such action at a
meeting at which all shares entitled
to vote thereon were present and
voted.
Section 12. Only persons who are nominated in
accordance with the procedures set forth in this Section
12 shall be eligible for election as directors.
Nominations of persons for election to the board of
directors of the corporation may be made at a meeting of
stockholders by or at the direction of the board of
directors or by any stockholder of the corporation
entitled to vote for the election of directors at the
meeting who complies with the notice procedures set forth
in this Section 12. Such nominations, other than those
made by or at the direction of the board of directors,
shall be made pursuant to timely notice in writing to the
secretary of the corporation. To be timely, a
stockholder's notice shall be delivered to or mailed and
received at the principal executive offices of the
Corporation not less than 50 days nor more than 90 days
prior to the meeting; provided, however, that in the event
that less than 60 days' notice or prior public disclosure
of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must
be so received not later than the close of business on the
10th day following the day on which such notice of the
date of the meeting was mailed or such public disclosure
was made. Such stockholder's notice shall set forth (a)
as to each person whom the stockholder proposes to
nominate for election or re-election as a director, (i) the
name, age, business address and residence address of such
persons, (ii) the principal occupation or employment of
such person, (iii) the class and number of shares of the
corporation which are beneficially owned by such person,
and (iv) any other information relating to such person
that is required to be disclosed in solicitations of proxies
for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (including, without
limitation, such person's written consent to being named
in the proxy statement as a nominee and to serving as a
director of elected); and (b) as to the stockholder giving
the notice (i) the name and address, as they appear on
the corporation's books, of such stockholder and (ii) the
class and number of shares of the corporation which are
beneficially owned by such stockholder. At the request
of the board of directors, any person nominated by the
Board of Directors for election as a director shall furnish
to the secretary of the corporation that information
required to be set forth in a stockholder's notice of
nomination which pertains to the nominee. No later than
the tenth day following the date of receipt of a
stockholder nomination submitted pursuant to this Section
12, the chairman of the board of directors of the
corporation shall, if the facts warrant, determine and
notify in writing the stockholder making such nomination
that such nomination was not made in accordance with the
time limits and/or other procedures prescribed by the by-laws.
If no such notification is mailed to such
stockholder within such ten-day period, such nomination
shall be deemed to have been made in accordance with
the provisions of this Section 12. No person shall be
eligible for election as directors of the corporation unless
nominated in accordance with the procedures set forth in
this Section 12.
Section 13. At any Annual Meeting or special
meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the
meeting. To be properly brought before an Annual
Meeting or special meeting, business must be (a)
specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the board of
directors, (b) otherwise properly brought before the
meeting by or at the direction of the board of directors,
or (c) otherwise properly brought before the meeting by a
stockholder. For business to be properly brought before
an Annual Meeting or special meeting by a stockholder,
the stockholder must have given timely notice thereof in
writing to the secretary of the corporation. To be
timely, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of
the corporation not less than 50 days nor more than 90
days prior to the meeting; provided, however, that in the
event that less than 60 days' notice or prior public
disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must
be so received not later than the close of business on the
10th day following the day on which such notice of the
date of the Annual Meeting or special meeting was mailed
or such public disclosure was made. A stockholder's
notice to the secretary shall set forth as to each matter
the stockholder proposes to bring before the Annual
Meeting or Special Meeting (a) a brief description of the
business desired to be brought before the Annual Meeting
or special meeting and the reasons for conducting such
business at the Annual Meeting or special meeting, (b)
the name and address, as they appear on the corporation's
books, of the stockholder proposing such business, (c) the
class and number of shares of the corporation which are
beneficially owned by the stockholder, and (d) any
material interest of the stockholder in such business. No
later than the tenth day following the date of receipt of a
shareholder notice pursuant to this Section 13, the
chairman of the board of directors of the corporation
shall, if the facts warrant, determine and notify in
writing the stockholder submitting such notice that such
notice was not made in accordance with the time limits
and/or other procedures prescribed by the by-laws. If no
such notification is mailed to such stockholder within
such ten-day period, such shareholder notice containing a
matter of business shall be deemed to have been made in
accordance with the provisions of this Section 13.
Notwithstanding anything in these by-laws to the
contrary, no business shall be conducted at an Annual
Meeting or special meeting except in accordance with the
procedures set forth in this Section 13.
ARTICLE III
DIRECTORS
Section 1.
The board of
directors, which shall constitute the
whole board, shall be twelve members
effective June 29, 1994. Each
director shall hold office until the
next Annual Stockholders Meeting or
until such director's successors
shall have been duly elected and
qualified or until such director's
earlier resignation or removal.
Directors need not be stockholders of
the corporation.
Section 2. 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,
or by a sole remaining director.
The directors so chosen shall hold
office until the next election of
the class for which such directors
shall have been chosen and until
their successors shall be elected and
qualified, unless sooner displaced.
If there are no directors in office
then an election of directors may be
held in the manner provided by
statute. If, at the time of
filling any vacancy or any newly
created directorship, the directors
then in office shall constitute less
than a majority of the whole board
(as constituted immediately prior to
any such increase), the Court of
Chancery may, upon application of any
stockholder or stockholders holding
at least ten percent of the total
number of the shares at the time
outstanding having the right to vote
for such directors, summarily order
an election to be held to fill any
such vacancies or newly created
directorships, or to replace the
directors chosen by the directors
then in office.
Section 3. The business of the
corporation shall be managed by its
board of directors which may exercise
all such powers of the corporation
and do all such lawful acts and
things as are not by statute or by
the certificate of incorporation or
by these by-laws directed or required
to be exercised or done by the
stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors
of the corporation may hold meetings,
both regular and special, either
within or without the State of
Delaware.
Section 5. The first meeting of
each newly elected board of directors
shall be held at such time and
place as shall be fixed by the vote
of the stockholders at the annual
meeting and no notice of such
meeting shall be necessary to the
newly elected directors in order
legally to constitute the meeting,
provided a quorum shall be present.
In the event of the failure of the
stockholders to fix the time or
place of such first meeting of the
newly elected board of directors, or
in the event such meeting is not
held at the time and place so fixed
by the stockholders, the meeting
may he held at such time and place
as shall be specified in a notice
given as hereinafter provided for
special meetings of the board of
directors, or as shall be specified
in a written waiver signed by all
of the directors.
Section 6. Regular meetings of the
board of directors may be held
without notice at such time and at
such 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
on two days notice to each director,
either in person or by telephone, by
mail or by telegram; special meetings
shall be called by the chairman or
secretary in like manner and on like
notice on the written request of two
directors.
Section 8. At all meetings of the
board a majority of the directors
shall constitute a quorum for the
transaction of business and 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 of directors, except as
may be otherwise specifically
provided by statute or by the
certificate of incorporation. If a
quorum shall not be present at any
meeting of the board 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.
Section 9. Unless otherwise
restricted by the certificate of
incorporation or these by-laws, any
action required or permitted to be
taken at any meeting of the board
of directors or any committee thereof
may be taken without a meeting, if
all members of the board or
committee, as the case may be,
consent thereto in writing, and the
writing or writings are filed with
the minutes of proceedings of the
board or committee.
COMMITTEES OF DIRECTORS
Section 10. The board of
directors may, by resolution passed
by a majority of the whole board,
designate one or more committees,
each committee to consist of one or
more of the directors of the
corporation. The board may designate
one or more directors as alternate
members of any committee, who may
replace any absent or disqualified
member at any meeting of the
committee. In the absence or
disqualification of a member of a
committee, 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 of
directors to act at the meeting in
the place of any such absent or
disqualified member. Any such
committee, to the extent provided in
the resolution of the board of
directors, shall have and may
exercise all the powers and authority
of the board of directors in the
management of the business and
affairs of the corporation, and may
authorize the seal of the corporation
to be affixed to all papers which
may require it; but no such
committee shall have the power or
authority in reference to amending
the Certificate of Incorporation,
adopting an agreement of merger or
consolidation, recommending to the
stockholders the sale, lease or
exchange of all or substantially all
of the corporation's property and
assets, recommending to the
stockholders a dissolution of the
corporation or a revocation of a
dissolution or amending the by-laws
of the corporation; and, unless the
resolution expressly so provides, no
such committee shall have the power
or authority to declare a dividend
or to authorize the issuance of
stock. Such committee or committees
shall have such name or names as
may be determined from time to time
by resolution adopted by the board
of directors.
Section 11. Each committee shall
keep regular minutes of its meetings
and report the same to the board of
directors when required.
COMPENSATION OF DIRECTORS
Section 12. The directors may be
paid their expenses, if any, of
attendance at each meeting of the
board of directors and may be paid
a fixed sum for attendance at each
meeting of the board of directors or
a stated salary as director. No
such payment shall preclude any
director from serving the corporation
in any other capacity and receiving
compensation therefor. Members of
special or standing committees may be
allowed like compensation for
attending committee meetings.
ARTICLE IV
NOTICES
Section 1. Whenever, under the
provisions of the statutes or of the
certificate of incorporation or of
these by-laws, notice is required to
be given to any director or
stockholder, it shall not be
construed to mean personal notice,
but such notice may be given in
writing, by mail, addressed to such
director or stockholder, at his
address as it appears on the records
of the corporation, with postage
thereon prepaid, and such notice
shall be deemed to be given at the
time when the same shall be
deposited in the United States mail.
Notice to directors may also be
given by telegram.
Section 2. Whenever any notice is
required to be given under the
provisions of the statutes or of the
certificate 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.
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 vice-chairman of the board, a president,
a vice-president, a secretary and a
treasurer. The board of directors
may also choose additional vice-presidents, and one or more assistant
secretaries and assistant treasurers.
Any number of offices may be held
by the same person, unless the
certificate of incorporation or these
by laws otherwise provide.
Section 2. The board of directors
at its first meeting for each annual
meeting of stockholders shall choose
a chairman of the board, a vice-chairman, a president, one or more
vice-presidents, a secretary and a
treasurer.
Section 3. The board of directors
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 4. The salaries of all
officers and agents of the
corporation shall be fixed by the
board of directors.
Section 5. 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 at any time by the
affirmative vote of a majority of
the board of directors. Any vacancy
occurring in any office of the
corporation shall be filled by the
board of directors.
Section 6. The chairman of the
board shall be the chief executive
officer of the corporation and shall
preside at all meetings of the board
of directors and of the executive
committee and at all meetings of
stockholders. He shall have general
and active management of the business
of the corporation and shall see
that all orders and resolutions of
the board and the executive committee
are carried into effect. He shall
execute bonds, mortgages and other
contracts requiring a seal, under the
seal of the corporation, except when
required or permitted by law to be
otherwise signed and executed and
except where the signing and
execution thereof shall be expressly
delegated by the board of directors
to some other officer or agent of
the corporation.
Section 7. The vice-chairman, in
the absence of the chairman of the
board or in the event of his
inability or refusal to act, shall
perform the duties of the chairman,
and whom so acting, shall have the
power of and be subject to all the
restrictions of the chairman. He
shall perform such other duties and
have such other powers as the board
of directors may from time to time
prescribe.
Section 8. The president shall be
the chief operating officer of the
corporation and shall perform such
duties and have such powers as the
board of directors may from time to
time prescribe.
THE VICE-PRESIDENTS
Section 9. In the absence of the
president or in the event of his
inability or refusal to act, the
vice-president (or in the event there
be more than one vice-president, the
vice-presidents in the order
designated, or in the absence of any
designation, then in the order of
their election) shall perform the
duties of the president, and when so
acting, shall have all the powers of
and be subject to all the
restrictions upon the president. The
vice-presidents shall perform such
other duties and have such other
powers as the board of directors may
from time to time prescribe.
THE SECRETARY AND ASSISTANT
SECRETARIES
Section 10. The secretary shall
attend all meetings of the board of
directors and all meetings of the
stockholders and record the
proceedings of the meetings of the
corporation and of the board of
directors in a book to be kept for
that purpose and shall perform like
duties for the standing committees
when required. He shall give, or
cause to be given, notice of all
meetings of the stockholders and
special meetings of the board of
directors, and shall perform such
other duties as may be prescribed by
the board of directors or chairman,
under whose supervision he shall be.
He shall have custody of the
corporate seal of the corporation and
he, or an assistant secretary, shall
have authority to affix the same to
any instrument requiring it and when
so affixed, it may be attested by
his signature or by the signature of
such assistant secretary. The board
of directors may give general
authority to any other officer to
affix the seal of the corporation
and to attest the affixing by his
signature.
Section 11. The assistant
secretary, or if there be more than
one, the assistant secretaries in the
order determined by the board of
directors (or if there be no such
determination, then in the order of
their election), shall, in the
absence of the secretary or in the
event of his inability or refusal to
act, perform the duties and exercise
the powers of the secretary and
shall perform such other duties and
have such other powers as the board
of directors may from time to time
prescribe.
THE TREASURER AND ASSISTANT
TREASURERS
Section 12. The treasurer shall
have the 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 13. 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 president and the board of
directors, at its regular meetings,
or when the board of directors so
require, an account of all his
transactions as treasurer and of the
financial condition of the
corporation.
Section 14. If required by the
board of directors, he shall give
the corporation a bond (which shall
be renewed every six years) in such
sum and with such surety or sureties
as shall be satisfactory to the
board of directors for the faithful
performance of the duties of his
office and for the restoration to
the corporation, in case of his
death, 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 15. The assistant
treasurer, or if there shall be more
than one, the assistant treasurers in
the order determined by the board of
directors (or if there be no such
determination, then in the order of
their election), shall, in the
absence of the treasurer or in the
event of his inability or refusal to
act, perform such other duties and
have such other powers as the board
of directors may from time to time
prescribe.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Every holder of stock
in the corporation shall he entitled
to have a certificate, signed by or
in the name of the corporation by,
the chairman or vice-chairman of the
board of directors, the president or
a vice-president and the treasurer or
an assistant treasurer, or the
secretary or an assistant secretary
of the corporation, certifying the
number or shares owned by him in
the corporation.
Section 2. Where 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 who
has signed or whose facsimile
signature has been placed upon a
certificate shall have ceased to be
such officer before such certificate
is issued, it may be issued by the
corporation with the same effect as
if he were such officer at the date
of issue.
LOST CERTIFICATES
Section 3. 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, stolen or
destroyed. When authorizing such
issue of a new certificate or
certificates, the board of directors,
may, in its discretion as a
condition precedent to the issuance
thereof, require the owner of such
lost, stolen or destroyed certificate
or certificates, or his legal
representative, to advertise the same
in such manner as it shall require
and/or to 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, stolen or
destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the
corporation or the transfer agent of
the corporation of a certificate for
shares duly endorsed or accompanied
by proper evidence of succession,
assignment or authority to transfer,
it shall be the duty of the
corporation to issue a new
certificate to the person entitled
thereto, cancel the old certificate
and record the transaction upon its
books.
FIXING RECORD DATE
Section 5. In order that the
corporation may determine the
stockholders entitled to notice of or
to vote at any meeting of
stockholders or any adjournment
thereof, or to express consent to
corporate action in writing without a
meeting, or entitled to receive
payment of any dividend or other
distribution or allotment of any
rights, or entitled to exercise any
rights in respect of any change,
conversion or exchange of stock or
for the purpose of any other lawful
action, the board of directors may
fix, in advance, a record date,
which shall not be more that sixty
nor less than ten days before the
date of such meeting, nor more than
sixty days prior to any other
action. A determination of
stockholders of record entitled to
notice of or to vote at a meeting
of stockholders shall apply to any
adjournment of the meeting; provided,
however, that the board of directors
may fix a new record date for the
adjourned meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall
be entitled to recognize the
exclusive right of a person
registered on its books as the owner
of shares to receive dividends, and
to vote as such owner, and to hold
liable for calls and assessments a
person registered on its books as
the owner of shares, and shall not
be bound to recognize any equitable
or other claim to 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 Delaware.
ARTICLE V11
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the
capital stock of the corporation,
subject to the provisions of the
certificate of incorporation, if any,
may be declared by the board of
directors at any regular or special
meeting, pursuant to law. Dividends
may be paid in cash, in property,
or in shares of the capital stock,
subject to the provisions of the
certificate of incorporation.
Section 2. Before payment of any
dividend, there may be set aside out
of any funds of 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 purpose as the directors shall
think conductive to the interest of
the corporation, and the directors
may modify or abolish any such
reserve in the manner in which it
was created.
ANNUAL STATEMENT
Section 3 The board of
directors shall present at each
annual meeting, and at any special
meeting of the stockholders when
called for by vote of the
stockholders, a full and clear
statement of the business and
condition of the corporation.
CHECKS
Section 4. All checks or demands
for money and notes of the
corporation shall be signed by such
officer of officers or such other
person or persons as the board of
directors may from time to time
designate.
FISCAL YEAR
Section 5. The fiscal year of the
corporation shall be fixed by
resolution of the board of directors.
SEAL
Section 6. The corporate seal
shall have inscribed thereon the name
of the corporation, the year of its
organization and the words "Corporate
Seal, Delaware". The seal may be
used by causing it or a facsimile
thereof to be impressed or affixed
or reproduced or otherwise.
ARTICLE VIII
AMENDMENTS
Section 1. These by-laws may be altered or repealed
at any regular meeting of the stockholders or of the
board of directors or at any special meeting of the
stockholders or of the board of directors if notice of
such alteration or repeal be contained in the notice of
such special meeting.
ARTICLE IX
INDEMNIFICATION
Section 1. Limited Indemnification of Directors and
Officers. Subject to the limitations of subsection (c) of
this Section 1, the corporation shall indemnify each of its
directors and officers to the extent set forth in
subsection (a) and (b) hereof;
(a) Action or Suit by or in the Right of the
Corporation. Each director and officers of the
corporation who was or is a party, or is threatened to be
made a party,
--to any threatened, pending or completed action
or suit, by or in the right of the corporation, to
procure a judgment in its favor,
--by reason of the fact that he is or was a
director or officer of the corporation, or is or was
serving at the request of the corporation as a
director, officers, employee or agent of another
corporation, partnership, joint venture, trust or
other enterprise.
shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him
in connection with the defense or settlement of such
action or suit, if he acted in good faith and in a manner
he reasonably believed to be in, and not opposed to, the
best interests of the corporation; provided that no
indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless, and
only to the extent that, the Court of chancery of
Delaware, or the court in which such action or suit was
brought, shall determine upon application that, despite
the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which
the Court of chancery or such other court shall deem
proper.
(b) Action or Suit Other Than by or in the Right of
the Corporation. Each director or officer of the
corporation who was or is a party, or is threatened to be
made a party.
--to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal,
administrative or investigative (other than an
action or suit by or in the right of the
corporation),
--by reason of the fact that he is or was a
director or officer of the corporation, or 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,
shall be indemnified against expenses (including
attorneys' fees) judgments, fines and amounts paid in
settlement, actually and reasonably incurred by him in
connection with such action, suit or proceeding, if he
acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of
the corporation and with respect to any criminal action or
proceeding, had no reasonable cause to believe his
settlement, conviction or upon a plea of nolo contendere
or its equivalent, shall not, of itself, create a
presumption that the director or officer
--did not act in good faith and in a manner which
he reasonably believed to be in, or not opposed
to, the best interests of the corporation, and
--with respect to any criminal action or
proceeding, had reasonable cause to believe that
his conduct was unlawful.
(c) Limitations on Indemnification. No
indemnification shall be made by the corporation under
subsections (a) and (b) of this Section 1 unless ordered
by a court or it is determined in the specific case that
indemnification of such director or officer is proper in
the circumstances because he has met the applicable
standard of conduct set forth in subsections (a) and (b)
hereof. Such determination shall be made (1) by the
board of directors by a majority vote of a quorum
consisting of directors who were not parties to the
action, suit or proceeding referred to, or (2) if such
quorum is not obtainable, or even if obtainable, when a
quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (3) by
the stockholders.
Section 2. General Indemnification of Directors and
Officers. Any other provision of this Article IX to the
contrary notwithstanding, to the extent that a director or
officer of the corporation has been successful on the
merits or otherwise in defense of any claim, issue or
matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
Section 3. Advance Payment in Indemnification
Cases. If authorized by the board of directors in any
specific case, expenses incurred by any director or officer
of the corporation in defending a civil or criminal action,
suit or proceeding referred to in subsections (a) and (b)
of said Section 1 may be paid by the corporation in
advance of final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount unless it
shall ultimately be determined that he is entitled to be
indemnified by the corporation as authorized in this
Article IX.
