UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _________________
Commission file number 1-9143
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RODMAN & RENSHAW CAPITAL GROUP, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 36-3111956
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
233 S. Wacker Drive, Suite 4500, Chicago, IL 60606
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 312/526-2000
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120 S. LaSalle St., Chicago, IL 60603
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(Former name, former address, and former fiscal year, if changed since
last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports) and (2) has been subject to such filing requirements
for the past 90 days. YES X No
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Shares of common stock outstanding at August 4, 1995: 6,645,802
par value $.09.<PAGE>
Rodman & Renshaw Capital Group, Inc.'s Form 10-Q filed on
August 14, 1995 is amended in the following respect:
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - Exhibit 3.1 is deleted in its entirety and
replaced by the enclosed Exhibit 3.1
(3.1) Amended and Restated Bylaws of Rodman &
Renshaw Capital Group, Inc.
<PAGE>
SIGNATURES
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Pursuant to the requirement of Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
RODMAN & RENSHAW CAPITAL GROUP, INC.
(Registrant)
Date: August 15, 1995 By: /s/ John T. Hague
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John T. Hague
Chief Financial Officer
Date: August 15, 1995 By: /s/ Charles W. Daggs, III
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Charles W. Daggs, III
President and Chief Executive
Officer
C:\WP51\FILINGS\6-9510QA.
EXHIBIT 3.1
AMENDED AND RESTATED
BY-LAWS
OF
RODMAN & RENSHAW CAPITAL GROUP, INC.
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE. The registered office shall
be established and maintained at the office of The Corporate Trust
Company, in the City of Wilmington, in the County of New Castle, in
the State of Delaware, and said Company shall be the registered
agent of this corporation in charge thereof.
SECTION 2. OTHER OFFICES. The corporation may have other
offices, either within or outside of the State of Delaware, at such
place or places as the Board of Directors may from time to time
appoint or the business of the corporation may require.
ARTICLE II
STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. The annual meeting of
stockholders of the corporation for the election of directors and
the transaction of other business shall be held, in each year, on
the date and at the time as shall be fixed by the Board of
Directors and stated in the notice of said meeting. Such annual
meetings shall be general meetings open for the transaction of any
business within the powers of the corporation without special
notice of such business, except in cases in which special notice is
required by statute, by the certificate of incorporation or by
these by-laws.
SECTION 2. SPECIAL MEETINGS. Unless otherwise prescribed
by statute, special meetings of the stockholders shall be called by
the Chairman of the Board upon receipt of a written request
therefor, stating the purpose thereof and signed by a majority of
the directors. No business other than that stated in the notice
described in the next succeeding section shall be transacted at any
special meeting without the unanimous consent of all of the
stockholders entitled to vote thereat.
SECTION 3. NOTICE OF MEETINGS. (a) Except as otherwise
provided by law, and as set forth in subsection (b) hereof, written
or printed notice stating the place, date and hour of the meeting
and, in the case of a special meeting, a brief statement of the
purpose or purposes for which the meeting is called, shall be
delivered not less than ten (10) nor more than sixty (60) days
before the date of every meeting of stockholders, either personally
or by mail, by or at the direction of the President and Chief
Operating Officer or the Secretary, to each stockholder of record
entitled to vote at such meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail
addressed to the stockholder at his address as it appears on the
records of the corporation, with postage thereon prepaid. Whenever
any notice is required to be given under the provisions of Delaware
law, the certificate of incorporation or these by-laws, a waiver
thereof in writing signed by the person or persons entitled to such
notice, whether it be before or after the time stated therein,
shall be deemed equivalent to the giving of such notice. It shall
not be requisite to the validity of any meeting of stockholders
that notice thereof, whether prescribed by law, by the certificate
of incorporation or by these by-laws, shall have been given to any
stockholder who attends in person or by proxy. No notice other
than by verbal announcement need be given of any adjourned meetings
of stockholders.
(a) Stockholders intending to nominate directors for
election must deliver written notice thereof to the Secretary of
the corporation not later than (i) with respect to an election to
be held at an annual meeting of stockholders, ninety (90) days
prior to the anniversary date of the immediately preceding annual
meeting of stockholders, and (ii) with respect to an election to be
held at a special meeting of stockholders, the close of business on
the tenth day following the date on which notice of such meeting is
first given to stockholders. The notice shall set forth certain
information concerning such stockholder and his nominee(s),
including their names and addresses, a representation that the
stockholder is entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to nominate the person
or persons specified in the notice, a description of all
arrangements or understandings between the stockholder and each
nominee, such other information as would be required to be included
in a proxy statement soliciting proxies for the election of the
nominees of such stockholder and the consent of each nominee to
serve as a director of the Company if so elected. The chairman of
the annual or special meeting of the corporation may refuse to
acknowledge the nomination of any person not made in compliance
with the foregoing procedure.
SECTION 4. PLACE OF MEETINGS. Annual and special meetings
of stockholders may be held at one of the corporation's offices or
at such place or places within or without the State of Delaware as
shall be determined by the Board of Directors.
SECTION 5. QUORUM. Except as otherwise required by law,
the certificate of incorporation or these by-laws, the presence, in
person or by proxy, of stockholders holding a majority of the stock
of the corporation entitled to vote shall constitute a quorum at
all meetings of the stockholders. In case a quorum shall not be
present at any meeting, a majority in interest of the stockholders
entitled to vote thereat, present in person or by proxy, shall have
power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until the requisite amount
of stock entitled to vote shall be present. If upon the
reconvening of any such adjourned meeting a majority of the stock
entitled to vote shall be represented, any business may be
transacted which might have been transacted at the meeting as
originally noticed, but only those stockholders entitled to vote at
the meeting as originally noticed shall be entitled to vote at such
time as it is reconvened.
SECTION 6. VOTING. Each stockholder entitled to vote in
accordance with the terms of the certificate of incorporation or
these by-laws shall be entitled to one (1) vote for each share of
stock entitled to vote held by such stockholder. Shares of its own
stock belonging to the corporation shall not be voted, directly or
indirectly, at any meeting and shall not be counted in determining
the total number of outstanding shares at any given time, but
shares of its own stock held by the corporation in a fiduciary
capacity may be voted and shall be counted in determining the total
number of outstanding shares at any given time. When a quorum is
present or represented at any meeting of stockholders, the vote of
the holders of a majority of the shares present in person or
represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which a different vote is
required by virtue of an express provision of law, the certificate
of incorporation or another section of these by-laws.
SECTION 7. PROXIES. Any stockholder entitled to vote at
a meeting of stockholders may vote either in person or by proxy
executed in writing by the stockholder or by his duly authorized
attorney-in-fact.
SECTION 8. LIST OF STOCKHOLDERS. At least ten (10) days
prior to each meeting of stockholders at which directors are to be
elected, the Secretary shall make or cause to be made a complete
list of the stockholders entitled to vote at the ensuing election,
arranged in alphabetical order, showing the mailing address of each
according to the records of the corporation and the number of
voting shares held by each. Such list shall be kept on file at the
office of the corporation for a period of ten (10) days prior to
such meeting, and shall at all times during the usual hours for
business be open to the examination of any stockholder, and also
shall be produced and kept at the time and place of such election
for the inspection of any stockholder during the whole time
thereof.
The original stock ledger or transfer book, or a duplicate
thereof, kept at the principal office of the corporation, shall be
prima facie evidence as to the stockholders who are entitled to
examine such list or stock ledger or transfer book or to vote at
any meeting of stockholders.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. POWERS. The business and affairs of the
corporation shall be managed by or under the direction of a Board
of Directors, which may exercise all of the powers of the
corporation except such as are by law, the certificate of
incorporation or these by-laws conferred upon or reserved to the
stockholders. Continuing and exclusive authority to fix, supervise
and control the professional business and other affairs of the
corporation shall be wholly vested in the Board of Directors.
SECTION 2. QUALIFICATIONS. Directors of this corporation
shall be Independent Directors (as defined below), Parent Directors
(as defined below), or Company Directors (as defined below).
"Company Directors" are employees of the corporation or its
affiliates. The term of any Company Director who ceases to qualify
as provided in the foregoing sentence shall immediately and without
any further action terminate forthwith. "Parent Directors" means
such persons as are designated by Abaco Grupo Financiero, S.A. de
C.V. ("Parent"), as such designation may change from time to time.
An "Independent Director" means any person designated by Parent who
(i) is in fact independent and qualifies as an independent director
in accordance with New York Stock Exchange rules, (ii) is not
connected with Parent or the corporation or any of their respective
affiliates as an officer, employee, trustee, partner, director
(other than of the corporation) or person performing similar
functions and (iii) has not been employed by the corporation or any
of its subsidiaries during the preceding year.
SECTION 3. NUMBER, ELECTION AND REMOVAL OF DIRECTORS. The
number of directors which shall constitute the whole Board of
Directors shall be fixed from time to time by resolution of the
Board of Directors, but shall not be less than eleven (11) nor more
than twenty-one (21). Except as provided in Section 10 of this
Article III, directors shall be elected by a plurality of the votes
cast at Annual Meetings of Stockholders. At each annual meeting of
stockholders, directors shall be elected for a term expiring at the
next annual meeting of stockholders and until their successors have
been duly elected and qualified. Any director 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.
SECTION 4. MEETINGS. Regular meetings of the Board of
Directors shall be held at the time and place determined by the
Board of Directors.
Special meetings of the Board of Directors may be called by
the Chairman of the Board or by a majority of the Parent Directors
on the written request of any director and shall be held at such
time and such place or places as may be determined by the
directors, or as shall be stated in the call of the meeting.
SECTION 5. NOTICE OF MEETINGS. No notice of regular
meetings of the Board of Directors need be given. Notice of the
place, day and hour of every special meeting shall be given to each
director at least one (1) day before the meeting, by delivering the
same to him personally, by sending the same to him by telefax or by
leaving the same at his residence or usual place of business, or,
in the alternative, upon seven (7) days' notice, by mailing it,
postage prepaid, and addressed to him at his last known mailing
address, as reflected in the records of the corporation. It shall
not be requisite to the validity of any meeting of the Board of
Directors that notice thereof shall have been given to any director
who attends, except where a director attends for the express
purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. No notice of adjourned
meetings of the Board of Directors need be specified in the notice
or waiver of notice of such meeting. All regular and special
meetings of the Board of Directors shall be open for the
transaction of any business within the powers of the corporation
without special notice of such business, except in those cases in
which special notice is required by law, the certificate of
incorporation or by these by-laws.
SECTION 6. QUORUM. At all meetings of the Board of
Directors, a majority of the Board of Directors shall constitute a
quorum. The act of the majority of the whole Board of Directors
shall be the act of the Board of Directors, unless the act of a
greater number is required by law, the certificate of incorporation
or these by-laws. In the absence of a quorum at a meeting of the
Board of Directors, a majority of those present may adjourn the
meeting from time to time until a quorum is obtained, and no notice
thereof need be given other than by announcement at the meeting
which shall be adjourned.
SECTION 7. INFORMAL ACTION. 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 of the Executive Committee may be taken without a
meeting, if a written consent to such action is executed by all
members of the Board of Directors or of the Executive Committee, as
the case may be, and such written consent is filed with the minutes
of proceedings of the Board of Directors or of the Executive
Committee.
SECTION 8. COMPENSATION. Directors shall not receive any
stated salary for their services as directors or as members of
committees, but by resolution of the Board of Directors a fixed fee
and expenses of attendance may be allowed for attendance at each
meeting. Nothing herein contained shall be construed to preclude
any director from serving the corporation in any other capacity and
receiving compensation therefor.
SECTION 9. RESIGNATIONS. Any director, member of the
Executive Committee or officer may resign at any time. Such
resignation shall be made in writing, and shall take effect at the
time specified therein, and if no time be specified, at the time of
its actual receipt by the Chairman of the Board, President or
Secretary. The acceptance of a resignation shall not be necessary
to make it effective.
SECTION 10. VACANCIES. Vacancies in the Board of
Directors, through death, resignation or otherwise, and newly
created directorships resulting from an increase in the number of
directors, may be filled by a majority of the remaining directors
in office, though less than a quorum, or by the sole remaining
director, provided, however, that in all events Parent shall be
entitled to designate the director or directors to fill vacancies
in the Board of Directors through death, resignation or otherwise
of any Parent Director, and provided further that until December
23, 1996, if a vacancy in the Board of Directors exists through
death, resignation or otherwise of any Company Director, and the
Board of Directors by a majority vote of the whole Board of
Directors determines to replace that Director, then the other
Company Directors shall have the right, by majority vote, to
designate an employee of the Company or one of its affiliates, as
a replacement for that Company Director. Directors elected to fill
vacancies shall hold office for a term expiring at the next annual
meeting of stockholders and until their successors have been duly
elected and qualified, or until their earlier resignation or
removal.
SECTION 11. CHAIRMAN AND VICE CHAIRMAN; PRESIDING OFFICER.
The Board of Directors, by resolution adopted by a majority of the
whole Board of Directors, shall elect a Chairman of the Board of
Directors, who shall preside at all meetings of the stockholders of
the corporation and at all meetings of the Board of Directors. The
Board of Directors, by resolution adopted by a majority of the
whole Board of Directors, also may elect a Vice Chairman of the
Board of Directors, who, in the absence of the Chairman of the
Board of Directors, shall preside at meetings of the stocKholders
of the corporation and meetings of the Board of Directors. In the
absence of the Chairman and Vice Chairman of the Board of
Directors, the Board of Directors, by resolution adopted by a
majority of the whole Board of Directors, may designate any Parent
Director to preside at a particular meeting of the stockholders of
the corporation or of the Board of Directors.
ARTICLE IV
COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE. The Board of Directors,
by resolution adopted by a majority of the whole Board of
Directors, may designate an Executive Committee consisting of three
(3) or more directors. Except as otherwise provided by law or by
the Board of Directors, during the intervals between the meetings
of the Board of Directors the Executive Committee shall have and
may exercise all of the powers of the Board of Directors in the
management of the corporation. The Executive Committee shall keep
regular minutes of its proceedings and report the same to the Board
of Directors at its meeting next succeeding such action.
SECTION 2. MEETINGS OF EXECUTIVE COMMITTEE. The Executive
Committee shall fix its own rules of procedure and shall meet as
provided by such rules, and it also shall meet at the call of the
Chairman of the Board of Directors or a majority of the members of
the Committee. A majority of the members of the Executive
Committee shall be necessary to constitute a quorum, and the
concurrence of a majority of the whole Executive Committee shall be
required in all matters to constitute the act of the Committee.
SECTION 3. EXECUTIVE COMMITTEE POWERS. For all purposes
of these by-laws, the words "Board of Directors," "directors,"
"Board" or any equivalent term shall be construed to include
"Executive Committee," it being the intent that such Committee may,
except as otherwise provided by law, have and exercise all of the
powers conferred upon the Board of Directors by law, the
certificate of incorporation and these by-laws.
SECTION 4. AUDIT COMMITTEE. The Board of Directors, by
resolution adopted by a majority of the whole Board of Directors,
shall designate an Audit Committee consisting of one (1) or both of
the Independent Directors. It shall be the Audit Committee's
responsibility to:
- Recommend to the Board of Directors which accounting firm
to employ as the corporation's external auditor and
review the proposed discharge of any such firm.
- Review the external auditor's compensation, the proposed
terms of its engagement and its independence.
- Review the appointment and replacement of the
corporation's internal auditing personnel.
- Serve as a channel of communication between the external
auditor and the Board of Directors and between the
corporation's internal auditing staff and the Board of
Directors.
- Review the results of each external audit of the
corporation, the report of the audit, any related
management letter, management's responses to
recommendations made by the external auditor in
connection with the audit, reports of the internal
auditing staff that are material to the corporation as a
whole, and management's responses to those reports.
- Review the corporation's annual financial statements, any
certification, report, opinion, or review rendered by the
external auditor in connection with those financial
statements, and any significant disputes between
management and the external auditor that arose in
connection with the preparation of those financial
statements.
- Consider, in consultation with the external auditor and
the internal auditing staff, the adequacy of the
corporation's internal controls.
- Consider significant changes and other significant
questions of choice regarding the appropriate auditing
and accounting principles and practices to be used in the
preparation of the corporation's financial statements.
The Audit Committee shall meet at such times during the year
as to properly perform its responsibilities. It shall keep regular
minutes of its proceedings and report the same to the Board of
Directors when required. It shall have authority to retain special
counsel or experts as it deems necessary.
SECTION 5. COMPENSATION COMMITTEE. The Board of
Directors, by resolution adopted by a majority of the whole Board
of Directors, shall designate a Compensation Committee consisting
of one (1) or both of the Independent Directors. It shall be the
Compensation Committee's responsibility to:
- Review and recommend to the Board of Directors the annual
salary, bonus, stock options and other benefits, direct
and indirect, of the corporation's officers.
- Review new executive compensation programs; review on a
periodic basis the operation of the corporation's
executive compensation programs to determine whether they
are properly coordinated; establish and periodically
review policies for the administration of executive
compensation programs; and take steps to modify any
executive compensation programs that yield payments and
benefits that are not reasonably related to executive
performance.
- Establish and periodically review policies in the area of
management perquisites.
The Compensation Committee shall meet at such times during the
year as to properly perform its responsibilities. It shall keep
regular minutes of its proceeding and report the same to the Board
od Directors when required.
SECTION 6. NOMINATING COMMITTEE. The Board of Directors,
by resolution adopted by a majority of the whole Board of
Directors, shall designate a Nominating Committee consisting of
three (3) or more directors. It shall be the Nominating
Committee's responsibility to:
- Recommend to the Board of Directors the slate of nominees
of directors to be elected by the stockholders and any
directors to be elected by the Board of Directors, based
upon a review of the qualifications of such persons.
- Recommend to the Board of Directors the directors to be
selected for membership on the various committees of the
Board of Directors.
The Nominating Committee shall meet at such times during the
year as to properly perform its responsibilities. It shall keep
regular minutes of its proceedings and report the same to the Board
of Directors when required.
SECTION 7. OTHER COMMITTEES. The Board of Directors, by
resolution adopted by the whole Board of Directors, may designate
other committees as it deems appropriate. Each such committee
shall consist of one (1) or more of the directors of the
corporation, and to the extent provided by the Board of Directors,
shall have and may exercise the powers of the Board of Directors in
the management of the business and affairs of the corporation, and
may have power to authorize the seal of the corporation to be
affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be determined from
time to time by the Board of Directors. The committees shall keep
regular minutes of their proceedings and report the same to the
Board of Directors when required.
SECTION 8. ABSENT MEMBERS. In the event a member of any
committee is absent or disqualified from any meeting thereof, the
member or members present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may
unanimously appoint a Parent Director to sit at the meeting in the
place of any such absent or disqualified member.
ARTICLE V
OFFICERS
SECTION 1. OFFICERS. The officers of the corporation, all
of whom shall be subject to the supervision and direction of the
Board of Directors, shall be a Chief Executive Officer, a President
and Chief Operating Officer, a Chief Financial Officer, one or more
Vice Presidents, a Secretary and a Treasurer. The Chief Executive
Officer, the President and Chief Operating Officer and the Chief
Financial Officer shall be "executive officers." None of the
aforesaid officers except the Chief Executive Officer need be
directors of the corporation. The officers shall be elected by the
Board of Directors from time to time. Any two or more offices may
be held by the same person.
SECTION 2. PRESIDENT AND CHIEF EXECUTIVE OFFICER. The
President and Chief Executive Officer shall have overall
responsibility for the formulation of corporate policies and
purposes to be presented from time to time to the Board of
Directors for adoption on behalf of the corporation, shall have
responsibility for communicating said policies and purposes, as
adopted, to the officers, staff and employees of the corporation,
and shall have power to supervise and direct all officers and
employees of the corporation in the exercise of their duties. In
the event that the Board of Directors shall, pursuant to the
authority granted by Article IV of these bylaws, designate an
Executive Committee, the President and Chief Executive Officer
shall be one of the directors designated to serve on such
committee. The Chief Executive Officer also shall serve as an ex
officio member of each and every other committee of the Board of
Directors established pursuant to the provisions of Article IV of
these by-laws, except for the Audit and Compensation Committees.
SECTION 3. CHIEF OPERATING OFFICER. Subject to direction
from the President and Chief Executive Officer, the Chief Operating
Officer shall have such general powers and duties of direction and
control of the business of the corporation as shall be necessary to
carry out and give effect to the corporate policies and purposes
adopted by the Board of Directors. The Chief Operating Officer
shall report to the Board of Directors through, and shall be
responsible to, the President and Chief Executive Officer.
SECTION 4. CHIEF FINANCIAL OFFICER. The Chief Financial
Officer shall have overall responsibility for the financial affairs
of the corporation, including the preparation of all financial
reports, audits and returns of the corporation. He also shall have
responsibility for making recommendations concerning the
corporation's fiscal policies and all financial matters affecting
the corporation. The Chief Financial Officer shall report to the
Board of Directors and the Chief Executive Officer through, and
shall be responsible to, the President and Chief Operating Officer.
SECTION 5. VICE PRESIDENTS. The Vice President or Vice
Presidents shall perform such duties as may be assigned to him or
them by any executive officer of the corporation acting at the
direction of the Board of Directors.
SECTION 6. SECRETARY. The Secretary shall give, or cause
to be given, notice of all meetings of stockholders and directors,
and all other notices required by law or by these by-laws, and in
case of his absence or refusal or neglect so to do, any such notice
may be given by any person so directed by the Chief Executive
Officer, the President and Chief Operating Officer or the Board of
Directors. He shall record all of the proceedings of the meetings
of the stockholders of the corporation and of the Board of
Directors in a book to be kept for that purpose, and shall perform
such other duties as may be assigned to him by the Board of
Directors or any other executive officer of the corporation acting
at the direction of the Board of Directors. He shall have the
custody of the seal of the corporation and shall affix the same to
all instruments requiring it, when authorized by the Board of
Directors, and attest the same.
SECTION 7. TREASURER. 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. He shall deposit all moneys and
other valuables in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board of Directors, or any other executive officer
of the corporation acting at the direction of the Board of
Directors, taking proper vouchers for such disbursements. He shall
render to the Board of Directors, or its designees (including the
Chief Executive Officer, the President and Chief Operating Officer
and the Chief Financial Officer), whenever they may request it, an
account of all of his transactions as Treasurer and of the
financial condition of the corporation. If required by the Board
of Directors, he shall give the corporation a bond for the faithful
discharge of his duties in such amount and with such surety as the
Board of Directors shall prescribe.
SECTION 8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.
If desired, the Board of Directors may elect one or more Assistant
Secretaries and one or more Assistant Treasurers. The Assistant
Secretaries and Assistant Treasurers, if any, shall have such
powers and shall perform such duties as shall be assigned to them
by the Board of Directors or any executive officer of the
corporation acting at the direction of the Board of Directors.
SECTION 9. EXECUTION OF DOCUMENTS. Except as otherwise
authorized or directed by the Board of Directors, either of the
Chief Executive Officer and the President and Chief Operating
Officer, or in their absence, a Vice President, may execute stock
certificates, bonds, mortgages and other contracts on behalf or the
corporation and shall cause the corporate seal to be affixed to any
instrument requiring it.
SECTION 10. REMOVAL OF OFFICERS. Any officer of the
corporation may be removed by the Board of Directors whenever in
its judgment the best interests of the corporation will be served
thereby.
ARTICLE VI
MISCELLANEOUS
SECTION 1. CERTIFICATES OF STOCK. Certificates of stock,
numbered and with the seal of the corporation affixed, signed by
the Chief Executive Officer or the President and Chief Operating
Officer and the Treasurer or an Assistant Treasurer, or Secretary
or Assistant Secretary, shall be issued to each stockholder
certifying the number of shares owned by him in the corporation.
If such certificate is countersigned by a transfer agent or
registrar other than the corporation or its employee, any other
signature on the certificate may be a facsimile.
SECTION 2. LOST CERTIFICATES. A new certificate of stock
may be issued in the place of any certificate theretofore issued by
the corporation and alleged to have been lost or destroyed.
However, the directors may, in their discretion, require the owner
of the lost or destroyed certificate, or his legal representative,
to give the corporation a bond, in such sum as they may direct, not
exceeding double the value of the stock, to indemnify the
corporation against any claim that may be made against it on
account of the alleged loss of the certificate, or the issuance of
a new certificate.
SECTION 3. TRANSFER OF SHARES. The shares of stock of the
corporation shall be transferable only upon its books by the
holders thereof in person or by their duly authorized attorneys or
legal representatives, and upon such transfer the old certificates
shall be surrendered to the corporation by the delivery thereof to
the person in charge of the stock and transfer books and ledgers,
by whom they shall be canceled, and new certificates shall
thereupon be issued.
SECTION 4. DIVIDENDS. Subject to the provisions of the
certificate of incorporation, the Board of Directors may, out of
funds legally available therefor, at any regular or special
meetings, declare dividends upon the capital stock of the
corporation as and when they deem expedient. Before declaring any
dividend there may be set apart 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 deem proper for working
capital or as a reserve fund to meet contingencies or for
equalizing dividends or for such other purposes as the Board of
Directors shall deem conducive to the interests of the corporation.
SECTION 5. SEAL. The corporate seal shall be circular in
form and shall contain the name of the corporation and the words
"CORPORATE SEAL DELAWARE." Said seal may be used by causing it or
a facsimile thereof to be impressed or affixed or reproduced or
otherwise .
SECTION 6. FISCAL YEAR. The fiscal year of the
corporation shall be as determined by the Board of Directors.
SECTION 7. CHECKS. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness
issued in the name of the corporation shall be signed by such
officer or officers, agent or agents of the corporation, in such
manner as shall be determined from time to time by resolution of
the Board of Directors.
SECTION 8. NOTICE AND WAIVER OF NOTICE. Whenever any
notice is required to be given by these by-laws, personal notice is
not meant unless expressly so stated, and any notice so required
shall be deemed to be sufficient if given by certified or
registered mail, return receipt requested, in a sealed post-paid
wrapper, addressed to the person entitled thereto at his last known
address. Such notice shall be deemed to have been given on the day
of such mailing. Stockholders not entitled to vote shall not be
entitled to receive notice of any meetings except as otherwise
provided by law.
Whenever any notice is required to be given under the
provisions of any law, the certificate of incorporation or 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.
SECTION 9. FIXING OF RECORD DATE. The Board of Directors
may fix in advance a date, not more than sixty (60) or less than
ten (10) days preceding the date of any meeting of stockholders,
nor more than sixty (60) days prior to 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, as a record date for the determination of the
stockholders entitled to notice of, and to vote at, any such
meeting, or entitled to receive payment of any such dividends or to
any such allotment of rights or to exercise the rights in respect
of any such change, conversion or exchange of capital stock, and in
such case such stockholders only as shall be stockholders of record
on the date so fixed shall be entitled to such notice of, and to
vote at, such meeting, or to receive such allotment of rights or to
exercise such rights, 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.
ARTICLE VII
AMENDMENTS
These by-laws may be amended or repealed and new by-laws may
be adopted at any regular or special meeting of the Board of
Directors by the affirmative vote of a majority of the entire Board
of Directors.
ARTICLE VIII
INDEMNIFICATION
The corporation shall indemnify its officers, directors,
employees and agents to the fullest extent permitted by the General
Corporation Law of the State of Delaware.
Adopted January 10, 1994
Amended June 7, 1995
