U.S. Securities and Exchange Commission
Washington, D.C. 20549
Amendment No. 1
to
Form 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
ARBOR ENTECH CORPORATION
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(Name of Small Business Issuer in its charter)
Delaware 22-2335094
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
RD 1, Box 1076, Little Marsh, Pennsylvania 16931
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number (570) 376-2217
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock NASD Bulletin Board
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Securities to be registered under Section 12(g) of the Act:
Common
- --------------------------------------------------------------------------------
(Title of class)
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SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
ARBOR ENTECH CORPORATION
Date: July 29, 1999
By; s/Harvey Houtkin
Harvey Houtkin, Chairman of the Board,
Chief Executive Officer, President
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INDEX TO EXHIBITS
Exhibit 2 Charter and By-laws
BY-LAWS
OF
ARBOR ENTECH CORPORATION
( A Delaware corporation)
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ARTICLE I
Meetings of Stockholders
SECTION 1. Annual Meeting. The annual meeting of the stockholders of the
corporation for the election of directors and for the transaction for any other
proper business shall be held on the second Friday in the month of September
each year, if not a legal holiday, and if a legal holiday, then on the next
succeeding business day not a legal holiday, at the office of the corporation or
such other place, either within or without the State of Delaware, and at such
hour as shall be designated by the Board of Directors, or, if no such time be
fixed, then at 11:00 o'clock in the forenoon. If the annual meeting is not held
on the date designated therefor, the directors shall cause the meeting to be
held as soon thereafter as convenient.
SECTION 2. Special Meetings. Special meetings of the stockholders, unless
otherwise prescribed by statute, may be called at any time by the Chairman of
the Board, the Board of Directors, or at the request in writing by the holders
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of a majority of the outstanding stock entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting. Special meetings shall be
held at such place, either with or without the State of Delaware, and at such
hour as may be designated by the Board of Directors.
SECTION 3. Notice of Meetings. Except as otherwise provided by statute,
written notice of each meeting of the stockholders, which shall state the place,
date and hour of the meeting and the purpose or purposes for which it is called,
shall be given not less than ten nor more than fifty days before the date of
such meeting to each stockholder entitled to vote at such meeting, and, if
mailed, it shall be deposited in the United States mail, postage prepaid,
directed to the stockholder at his address as s it appears on the records of the
Corporation. Any such notice for any meeting other than the annual meeting shall
indicate that it is being issued at the direction of the Board. Whenever notice
is required to be given, a written waiver thereof signed by the person entitled
thereto, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. When a meeting is adjourned to another time or place, notice need not
be given if the time and place thereof are announced a the meeting at which the
adjournment is taken. 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 4. Quorum. The holders of a majority of the shares entitled to
vote thereat, present in person or represented by proxy, shall constitute a
quorum at any meeting of stockholders for the transaction of any business,
except as otherwise provided by law or by the certificate of incorporation. When
a quorum is once present, it is not broken by the subsequent withdrawal of any
stockholders. In the absence of a quorum, the holders of a majority of the
shares present in person or represented by proxy and entitled to vote may
adjourn the meeting from time to time. At any such adjourned meeting at which a
quorum may be present, the Corporation may transact any business which might
have been transacted at the original meeting.
SECTION 5. Organization. At the meeting of the stockholders, the Chairman
of the Board, or in his absence or inability to act, the President or, in his
absence or inability to act,
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the Vice President or, in his absence or inability to act, any person chosen by
the majority of those stockholders present in person or represented by proxy
shall act as chairman of the meeting. The Secretary or, in his absence or
inability to act, any person appointed by the chairman of the meeting shall act
as secretary of the meting and keep the minutes thereof.
SECTION 6. Order of Business. The order of business at all meetings of the
stockholders shall be as determined by the chairman of the meeting.
SECTION 7. Voting. Unless otherwise provided in the Certificate of
Incorporation, and subject to statute, each stockholder shall be entitled to one
vote for each share of capital stock held by such stockholder
(a) on the date fixed pursuant to the provisions of Section 5 of
Article V of these By-Laws as the record date for the determination
of the stockholders to be entitled to notice of or to vote at such
meeting; or
(b) if no record date is fixed, then at the close of business on the
day next preceding the day on which notice is given.
Each stockholder entitled to vote at any meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for him by proxy. Any such proxy
shall be delivered to the secretary of such meeting at or prior to the time
designated in the order of business for so delivering such proxies. Except as
otherwise required by statute or by the Certification of Incorporation, a
majority of votes cast at a meeting of the stockholders shall be necessary to
authorize any corporate action to be taken by vote of the stockholders. Unless
required by statute, or determined by the chairman of the meeting to be
advisable, the vote on any question other than the election of directors need
not be by ballot. On a vote by ballot, each ballot shall be signed by the
stockholder voting, or by his proxy if there be such proxy, and shall state the
number of shares voted.
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SECTION 8. List of Stockholders. A list of the stockholders entitled to
vote at any meeting shall be produced and kept at the time and place of the
meeting during the whole time thereof, any may be inspected by any stockholder
who is present.
SECTION 9. Inspectors. The Board may, in advance of any meeting of
stockholders, appoint one or more inspectors to act at such meeting or any
adjournment thereof. If the inspectors shall not be so appointed or if any of
them shall fail to appear or act, the chairman of the meeting shall appoint
inspectors. Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of inspector at
such meeting with strict impartiality and according to the best of his ability.
The inspectors shall determine the number of shares outstanding and the voting
power of each, the number of shares represented at the meeting, the existence of
a quorum, the validity and effect of proxies, and shall receive votes, ballots
or consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes, ballots or
consents, determine the result, and do such acts as are proper to conduct the
election or vote with fairness to all stockholders. On request of the chairman
of the meeting or any stockholder entitled to vote thereat, the inspectors shall
make a report in writing of any challenge, question or matter determined by them
and shall execute a certificate of any fact found by them. No director or
candidate for the office of director shall act as an inspector of an election of
directors. Inspectors need not be stockholders.
SECTION 10. Consent of Stockholders in Lieu of Meeting. Any action
required or permitted to be taken at any annual or special meeting of
stockholders of the Corporation 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. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders, if
any, who have not consented writing.
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ARTICLE II
Board of Directors
SECTION 1. General Powers. The business and affairs of the Corporation
shall be managed by or under the direction of a Board of Directors. The Board
may exercise all such authority and powers of the Corporation and do all such
lawful acts and things as are not by statute or the Certificate of Incorporation
directed or required to be exercised or done by the stockholders.
SECTION 2. Number, Qualifications, Election and Term of Office. The Board
of Directors of the Corporation shall initially consist of two directors. By
vote of a majority of the entire Board, the number of Directors may be increased
to more than nine or reduced to not less than three. When all shares are owned
by less than three shareholders, the number of directors may be less than three
but not less than the number of shareholders. The directors shall be elected at
the annual meeting of the stockholders by a plurality of the votes cast at such
meeting. Each director shall hold office until the next annual meeting of the
stockholders and until his successor is elected and qualified or until his
earlier resignation or removal.
SECTION 3. Place of Meeting. The Board of Directors shall hold its
meetings at such place, within or without the State of Delaware, and it may from
time to time determine or as shall be specified in the notice of any such
meeting.
SECTION 4. Annual Meeting. The Board shall meet for the purpose of
organization, the election of officers and the transaction of other business as
soon as practicable after each annual meeting of the stockholders, on the same
day and at the same place where such annual meeting shall be held. Notice of
such meeting need not be given. Such meeting may be held at any other time or
place, within or without the State of Delaware, which shall be specified in a
notice thereof given as hereinafter provided in Section 7 of this Article II.
SECTION 5. Regular Meetings. Regular meetings of the Board shall be held
at such time as the Board may fix, but at least quarterly. If any day fixed for
a regular meeting shall be a legal holiday at the place where the meeting is to
be held, then the meeting which would otherwise be held on that day shall be
held at the same hour on the next succeeding business day. Notice of regular
meetings of the Board need not be given except as otherwise required by statute
or these By-Laws.
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SECTION 6. Special Meetings. Special meetings of the Board may be called
by the Chairman of the Board, the President or by a majority of the entire
Board.
SECTION 7. Notice of Meetings. Notice of each special meeting of the Board
(and of each regular meeting for which notice shall be required) shall be given
by the Secretary as hereinafter provided in this Section 7, in which notice
shall be stated the time and place of the meeting. Except as otherwise required
by these By-Laws, such notice need not state the purposes of such meeting.
Notice of each such meeting shall be mailed, postage prepaid, to each director,
addressed to him at his residence or usual place of business, by first-class
mail, at least three days before the day on which such meeting is to be held, or
shall be sent addressed to him at such place by telegraph, telex, cable or
wireless, or be delivered to him personally or by telephone, at least 24 hours
before the time at which such meeting is to be held. A written waiver of notice,
signed by the director entitled to notice, whether before or after the time
stated therein, shall be deemed equivalent to notice. Attendance of a director
at a meeting shall constitute a waiver of notice of such meeting, except when
the director attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.
SECTION 8. Quorum and Manner of Acting. Except as hereinafter provided, a
majority of the total number of directors shall constitute a quorum for the
transaction of business and, except as otherwise provided by statute or the
Certificate of Incorporation, the vote of the majority of the directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors. In the absence of a quorum at any meeting of the Board, a majority of
the directors present thereat may adjourn such meeting to another time and
place. Notice of the time and place of any such adjourned meeting shall be given
to the directors who were not present at the time of the adjournment and, unless
such time and place were announced at the meeting at which the adjournment was
taken, to the other directors. At any adjourned meeting at which a quorum is
present, any business may be transacted which might have been transacted at the
meeting as originally called. The directors shall act only as a Board and the
individual directors shall have no power as such.
SECTION 9. Action Without a Meeting. Any action required or permitted to
be taken at any meeting of the board of Directors may be taken without a meeting
if all members of
<PAGE>
the Board consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board.
SECTION 10. Telephonic Participation. Members of the Board of Directors
may participate in a meeting of the Board by means of a conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in such a meeting shall
constitute presence in person at such meeting.
SECTION 11. Organization. At each meeting of the Board, the Chairman of
the Board or, in his absence or inability to act, the President or, in his
absence or inability to act, another director chosen by a majority of the
directors present shall act as chairman of the meeting and preside thereat. The
Secretary or, in his absence or inability to act, any person appointed by the
chairman shall act as secretary of the meeting and keep the minutes thereof.
SECTION 12. Resignations. Any director may resign at any time upon written
notice to the Corporation. Any such resignation shall take effect at the time
specified therein or, if the time when it shall become effective shall not be
specified therein, immediately upon its receipt; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.
SECTION 13. Vacancies. Vacancies and newly created directorships resulting
from an increase in the authorized number of directors may be filled by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director. If there are no directors in office, then a special
meeting of stockholders for the election of directors may be called and held in
the manner provided by statute. If, at any 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, in the manner provided by statute. When one or more directors shall
resign from the Board, effective at a future date, a majority of the directors
then in office, including those who have so resigned, shall have power to
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fill such vacancy or vacancies, the vote thereon to take effect when such
resignation or resignations shall become effective, and each director so chosen
shall hold office until the next election of directors and until their
successors shall be elected or qualified.
SECTION 14. Removal of Directors. Any director or the entire Board of
Directors may be removed, with or without cause, by the holders of a majority of
the shares then entitled to vote at an election of directors. Any director may
be removed for cause by action of the Board.
SECTION 15. Compensation. The Board of Directors shall have authority to
fix the compensation, including fees and reimbursement of expenses, of directors
for services to the Corporation in any capacity.
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ARTICLE III
Executive and Other Committees
SECTION 1. Executive and Other Committees. The Board of Directors may, by
a resolution passed by a majority of the whole Board, designate an Executive
Committee and one or more other committees, each such committee to consist of
two or more of the directors of the Corporation. The Board of Directors may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any member of the Executive
Committee or such other committee or committees, 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
<PAGE>
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, or amending the By-Laws of the Corporations; and,
unless the resolution or By-Laws expressly so provide, no such committee shall
have the power or authority to declare a dividend or to authorize the issuance
of stock. Each committee shall keep written minutes of its proceedings and shall
report such minutes to the Board of Directors when required. All such
proceedings shall be subject to revision or alteration by the Board of
Directors; provided, however, that rights of third parties shall not be
prejudiced by such revision or alteration. The Board of Directors, by action of
a majority of the entire Board, may at any time fill vacancies in, change the
membership of, or dissolve any such committee.
SECTION 2. Executive Committee. General. Regular meetings of Executive
Committee shall be held at such times and places, within or without the State of
Delaware,
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as a majority of such Committee may from time to time by resolution determine.
Special meetings of the Executive Committee may be called at the request of any
member thereof and may be held at such times and places within or without the
State of Delaware, as such Committee may from time to time by resolution
determine or as shall be specified in the respective notices or waivers of
notice thereof. Notice of regular meetings of such Committee need not be given
except as otherwise required by statute or these By-Laws. Notice of each special
meeting of such Committee shall be given to each member of such Committee in the
manner provided for in Section 7 of Article II of these By-Laws. Subject to the
provisions of this Article III, the Executive Committee, by resolution of a
majority of such Committee, shall fix its own rules of procedure. A majority of
the Executive Committee shall be present in person at any meeting of the
Executive Committee in order to constitute a quorum for the transaction of
business at such meeting, and the act of a majority of those present at any
meeting at which a quorum is present shall be the act of the Executive
Committee. The members of the Executive Committee shall act only as a committee,
and the individual members shall have no power as such.
SECTION 3. Other Committees. General. A majority of any committee may fix
its rules of procedure, determine
<PAGE>
its action, and fix the time and place within or without the State of Delaware,
of its meetings, unless the Board of Directors shall otherwise by resolution
provide. Notice of such meetings shall be given to each member of the committee
in the manner provided for in Section 7 of Article II of these By-Laws. Nothing
in this Article III shall be deemed to prevent the Board of Directors from
appointing one or more committees consisting in whole or in part of persons who
are not directors of the Corporation; provided, however, that no such committee
shall have or may exercise any authority of the Board.
ARTICLE IV
Officers
SECTION 1. Number and Qualifications. The officers of the Corporation
shall include the Chairman of the Board, the President, one or more Vice
Presidents, the Treasurer and the Secretary. Any number of offices may be held
by the same person. Such officer shall hold his office until his successor is
elected and qualified or until his earlier resignation or removal. The Board may
from time to time elect, or delegate to the Chairman of the Board or the
President the
<PAGE>
power to appoint, such other officers (including one or more Assistant
Treasurers and one ore more Assistant Secretaries) and such agents as may be
necessary or desirable for the business of the Corporation. Such other officers
and agents shall have such duties and shall hold their offices for such terms as
may be prescribed by the Board or by the appointing authority.
SECTION 2. Resignations. Any officer may resign at any time upon written
notice to the Corporation. Any such resignation shall take effect at the time
specified therein or, if the time when it shall become effective shall not be
specified therein, immediately upon its receipt; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.
SECTION 3. Removal. Any officer or agent of the Corporation may be
removed, either with or without cause, at any time, by the Board at any meeting
of the Board or, except in the case of an officer or agent elected or appointed
by the Board, by the Chairman of the Board or the President.
SECTION 4. Vacancies. Any vacancy occurring in any office of the
Corporation by death, resignation, removal or otherwise, shall be filled for the
unexpired portion of the term of the office which shall be vacant, in the manner
prescribed in these By-Laws for the regular election.
<PAGE>
SECTION 5. The Chairman of the Board. The Chairman of the Board shall be
the chief executive officer of the Corporation and shall have the general and
active management of the business of the Corporation and general and active
supervision and direction over the other officers, agents and employees and
shall see that their duties are properly performed. He shall, if present,
preside at each meeting of the stockholders and of the Board and shall be an ex
officio member of all committees of the Board. He shall perform all duties
incident to the office of Chairman of the Board and chief executive officer and
such other duties as may from time to time be assigned to him by the Board.
SECTION 6. The President. The President shall be the chief operating
officer of the Corporation and shall have general and active supervision and
direction over the business operations and affairs of the Corporation and over
its several officers, agents and employees, subject, however, to the direction
of the Chairman of the Board and the control of the Board of Directors. At the
request of the Chairman of the Board, or in the case of his absence or inability
to act, the President shall perform the duties of the Chairman of the Board and
when so acting shall have all the powers of, and be subject to all the
restrictions upon, the Chairman of the
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Board. In general, the President shall have such other powers and shall perform
such other duties as usually pertain to the office of President or as from time
to time may be assigned to him by the Board, the Chairman of the Board or these
By-Laws.
SECTION 7. Vice Presidents. Each Vice President shall have such powers and
perform such duties as from time to time may be assigned to him by the Board.
SECTION 8. The Treasurer. The Treasurer shall
(a) have charge and custody of, and be responsible for, all the
funds and securities of the Corporation;
(b) keep full and accurate accounts of receipts and disbursements in
books belonging to the Corporation;
(c) cause all moneys and other valuables to be deposited to the
credit of the Corporation in such depositories as may be designated by the
Board;
(d) receive, and give receipts for, moneys due and payable to the
Corporation from any source whatsoever;
(e) disburse the funds of the Corporation and supervise the
investment of
<PAGE>
its funds as ordered or authorized by the Board, taking proper vouchers
therefor; and
(f) in general, have all the powers and perform all the duties
incident to the office of Treasurer and such other duties as from time to
time may be assigned to him by the Board, the Chairman of the Board or the
President.
SECTION 9. The Secretary. The Secretary shall
(a) record the proceedings of the meetings of the stockholders and
directors in a minute book to be kept for that purpose;
(b) See that all notices are duly given in accordance with
provisions of these By-laws and as required by law;
(c) be custodian of the records and the seal of the Corporation and
affix and attest the seal to all stock certificates of the Corporation
(unless the seal of the Corporation on such certificates shall be a
facsimile, as hereinafter provided) and affix and attest the seal to all
other documents to be executed on behalf of the Corporation under its
seal;
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(d) See that the books, reports, statements, certificates and other
documents and records required by law to be kept and filed are properly
kept and filed; and
(e) in general, have all the powers and perform all the duties
incident to the office of Secretary and such other duties as from time to
time may be assigned to him by the Board, the Chairman of the Board or the
President.
SECTION 10. Officers' Bonds or Other Security. The Board may secure the
fidelity of any or all of its officers or agents by bond or otherwise, in such
amount and with such surety or sureties as the Board may require.
SECTION 11. Compensation. The compensation of the officers of the
Corporation for their services as such officers shall be fixed from time to time
by the Board; provided, however, that the Board may delegate to the Chairman of
the Board or the President the power to fix the compensation of officers and
agents appointed by the Chairman of the Board or the President, as the case may
be. An officer of the Corporation shall not be prevented from receiving
compensation by reason of the fact that he is also a director of the
Corporation.
<PAGE>
ARTICLE V
Shares, etc.
SECTION 1. Stock Certificates. Every holder of stock in the Corporation
shall be entitled to have a certificate signed by or in the name of the
Corporation by the Chairman of the Board or the President or a Vice President,
and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary, certifying the number of shares owned by him in the Corporation. Any
of or all the signatures on the certificate may be a facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon such certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may
nevertheless be issued by the Corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.
SECTION 2. Books of Account and Record of Stockholders. The books and
records of the Corporation may be kept at such places, within or without the
State of Delaware, as the Board of Directors may from time to time determine.
The stock record books and the blank stock certificate books shall be kept by
the Secretary or by any other officer or agent designated by the Board of
Directors.
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SECTION 3. Transfers of Shares. Transfers of shares of stock of the
Corporation shall be made on the stock records of the Corporation only upon
authorization by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary or
with a transfer agent or transfer clerk, and on surrender of the certificate or
certificates for such shares properly endorsed or accompanied by a duly executed
stock transfer power and the payment of all taxes thereon. Except as otherwise
provided by law, the Corporation shall be entitled to recognize the exclusive
right of a person in whose name any share or shares stand on the record of
stockholders as the owner of such share or shares for all purposes, including,
without limitation, the rights to receive dividends or other distributions, and
to vote as such owner, and Corporation shall not be bound to recognize any
equitable or legal claim to or interest in any such share or shares on the part
of any other person whether or not it shall have express or other notice
thereof, Whenever any transfers of shares shall be made for collateral security
and not absolutely, and both the transferor and transferee request the
Corporation to do so, such fact shall be stated in the entry of the transfer.
<PAGE>
SECTION 4. Regulations. The Board may make such additional rules and
regulations, not inconsistent with these By-laws, as it may deem expedient
concerning the issue, transfer and registration of certificates for shares of
stock of the Corporation. It may appoint, or authorize any officer or officers
to appoint, one or more transfer agents or one or more transfer clerks and one
or more registrars and may require all certificates for shares of stock to bear
the signature or signatures of any of them.
SECTION 5. Fixing of Record Date. 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 entitled 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 purposes of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than fifty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other actions
SECTION 6. Lost, Stolen or Destroyed Stock Certificates. The holder of any
certificate representing shares
<PAGE>
of stock of the Corporation shall immediately notify the Corporation of any
loss, destruction or mutilation of such certificate, and the Corporation may
issue a new certificate of stock in the place of any certificate theretofore
issued by it, alleged to have been lost, stolen or destroyed, and the Board may,
in its discretion, require the owner of the lost, stolen or destroyed
certificate, or his legal representative, to give the Corporation a bond
sufficient, as the Board in its absolute discretion shall determine, 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. Anything herein to the contrary
notwithstanding, the Board, in its absolute discretion, may refuse to issue any
such new certificate, except pursuant to judicial proceedings under the laws of
the State of Delaware.
ARTICLE VI
Contracts, Checks, Drafts, Bank Accounts, Etc.
SECTION 1. Execution of Contracts. Except as otherwise required by
statute, the Certificate of Incorporation or these By-Laws, any contracts or
other instruments may be executed and delivered in the name and on behalf of the
Corporation by such officer or officers (including any
<PAGE>
assistant officer) of the Corporation as the Board may from time to time direct.
Such authority may be general or confined to specific instances as the Board may
determine. Unless authorized by the Board or expressly permitted by these
By-Laws, an officer or agent or employee shall not have the power or authority
to bind the Corporation by any contract or engagement or to pledge its credit or
to render it pecuniarily liable for any purpose or to any amount.
SECTION 2. Loans. Unless the Board shall otherwise determine, either the
Chairman of the Board or the President, together with any Vice-President, the
Treasurer or the Secretary, may effect loans and advances at any time for the
Corporation from any bank, trust company or other institution, or from any firm,
corporation or individual, and for such loans and advances may make, execute and
deliver promissory notes, bonds or other certificates or evidences of
indebtedness of the Corporation, but no officer or officers shall mortgage,
pledge, hypothecate or transfer any securities or other property of the
Corporation, except when authorized by the Board.
SECTION 3. Checks, Drafts, etc. All checks, drafts, bills of exchange or
other orders for the payment of money out of the funds of the Corporation, and
all notes or other evidences of indebtedness of the Corporation, shall
<PAGE>
be signed in the name and on behalf of the Corporation by such persons and in
such manner as shall from time to time be authorized by the Board.
SECTION 4. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositaries as the Board may from time to time
designate or as may be designated by any officer or officers of the Corporation
to whom such power of designation may from time to time be delegated by the
Board. For the purpose of deposit and for the purpose of collection for the
account of the Corporation, checks, drafts and other orders for the payment of
money which are payable to the order of the Corporation may be endorsed,
assigned and delivered by any officer or agent of the Corporation, or in such
other manner as the Board may determine by resolution.
SECTION 5. General and Special Bank Accounts. The Board may from time to
time authorize the opening and keeping of general and special bank accounts with
such banks, trust companies or other depositaries as the Board may designate or
as may be designated by any officer or officers of the Corporation to whom such
power of designation may from time to time be delegated by the Board. The Board
may make such special rules and regulations with respect to such bank
<PAGE>
accounts, not inconsistent with the provisions of these By-Laws, as it may deem
expedient.
SECTION 6. Proxies in Respect of Securities of Other Corporations. Unless
otherwise provided by resolution adopted by the Board of Directors, the Chairman
of the Board, the President, or a Vice-President may from time to time appoint
an attorney or attorneys or agent or agents of the Corporation, in the name and
on behalf of the Corporation, to cast the votes which the Corporation may be
entitled to cast as the holder of stock or other securities in any other
corporation any of whose stock or other securities may be held by the
Corporation, at meetings of the holders of the stock or other securities of such
other corporation, or to consent in writing, in the name of the Corporation as
such holder, to any action by such other corporation, and may instruct the
person or persons so appointed as to the manner of casting such votes or giving
such consent, and may execute or cause to be executed in the name and on behalf
of the Corporation and under its corporate seal, or otherwise, all such written
proxies or other instruments as he may deem necessary or proper in the premises.
ARTICLE VII
Offices
SECTION 1. Registered Office. The registered office
<PAGE>
of the Corporation shall be in the City of Dover, County of Kent, State of
Delaware, and the registered agent of the Corporation shall be Agents For
Delaware Corporations, Inc., whose address is Suite 212, Bank of Delaware
Building, State and Loockerman Streets, Dover, Delaware 19901.
SECTION 2. Other Offices. The Corporation may also have such offices, both
within or 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 VIII
Fiscal Year
The fiscal year of the Corporation shall begin on the first day of May in
each year and shall end on the last day of April next following.
ARTICLE IX
Seal
The seal of the Corporation shall be circular in form, shall bear the name
of the Corporation and shall include the words and numbers "Corporate Seal",
"Delaware" and the year of incorporation.
ARTICLE X
Indemnification
SECTION 1. General. The Corporation shall indemnify
<PAGE>
any person 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, or 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, officer, employee or agent 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, 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, in accordance with and to the full extent permitted by statute.
Expenses incurred in defending a civil or criminal action, suit or proceeding
may be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the Corporation as
authorized in this section. The indemnification provided by this section
<PAGE>
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under these By-Laws or any agreement or vote of
stockholders or disinterested directors or otherwise, both as to actions in his
official capacity and as to action in another capacity while holding such office
and shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
SECTION 2. Insurance: The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent 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 against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of statute or of this section.
ARTICLE XI
Amendment
The power to adopt, amend or repeal these By-Laws
<PAGE>
shall be in the stockholders entitled to vote. Such power shall also be
conferred upon the directors, but the fact that such power has been so conferred
upon the directors shall not divest the stockholders of the power, nor limit
their power to adopt, amend or repeal the By-Laws.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
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<PERIOD-END> APR-30-1999 APR-30-1998
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0 0
0 0
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