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BY LAWS
OF
SURGE COMPONENTS, INC.
(A New York corporation)
ARTICLE I
Offices
SECTION 1. Principal Office. The principal office of the Corporation
within the State of New York shall be in the Town of Deer Park, County of
Suffolk.
SECTION 2. Other Offices. The Corporation may also have an office other
than said principal office at such place or places, either within or without the
State of New York, as the Board of Directors shall from time to time determine
as the business of the corporation may require.
ARTICLE II
Meetings of Shareholders
SECTION 1. Place of Meetings. All meetings of the shareholders for the
election of directors or for any other purpose shall be held in the State of New
York, 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 New York, as shall
be designated from time to time by the Board of Directors.
SECTION 2. Annual Meeting. The annual meeting of the shareholders of the
Corporation for the election of directors and for the transaction of such other
business as may properly come before the meeting, commencing with the year
subsequent to the year of incorporation, shall be held at such date and time as
shall be designated from time to time by the Board of Directors and stated in
the notice of meeting or in a duly executed waiver thereof.
SECTION 3. Special Meetings. Special meetings of the shareholders, unless
otherwise prescribed by statute, may be called at any time by the Board of
Directors or the Chairman of the Board, if one shall have been elected, or the
President and shall be called by the Secretary upon the request in writing of a
shareholder or shareholders holding of record at least fifty percent of the
outstanding shares of the Corporation entitled to vote at such meeting.
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SECTION 4. Notice of Meeting. Notice of the place, date and hour of holding
of each annual and special meeting of the shareholders and, unless it is the
annual meeting, the purpose or purposes thereof, shall be given personally or by
mail in a postage prepaid envelope, not less than ten or more than fifty days
before the date of such meeting, to each shareholder entitled to vote at such
meeting, and, if mailed, it shall be directed to such shareholder at his address
as it appears on the record of shareholders, unless he shall have filed with the
Secretary of the Corporation a written request that notices to him be mailed at
some other address, in which case it shall be directed to him at such other
address. Any such notice for any meeting other than the annual meeting shall
indicate that it is being issued at the direction of the Board of Directors, the
Chairman of the Board, the President, the Chief Executive Officer or the
Secretary, whichever, shall attend such meeting in person or by proxy and shall
not, prior to the conclusion of such meeting, protest the lack of notice
thereof, or who shall, either before or after the meeting, submit a signed
waiver of notice, in person or by proxy. Unless the Board of Directors shall fix
a new record date for an adjourned meeting, notice of such adjourned meeting
need not be given if the time and place to which the meeting shall be adjourned
were announced at the meeting at which the adjournment is taken.
SECTION 5. Quorum. At all meetings of the shareholders, the holders of one
third of the shares of the Corporation issued and outstanding and entitled to
vote thereat shall be present in person or by proxy to constitute a quorum for
the transaction of business, except as otherwise provided by statute. In the
absence of a quorum, the holders of a majority of the shares present in person
or 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, any business may be
transacted which might have been transacted at the meeting as originally called.
SECTION 6. Organization. At each meeting of the shareholders, the Chairman
of the Board, if one shall have been elected, or in his absence or if one shall
not have elected, the President shall act as chairman of the meeting. The
Secretary, or in his absence or inability to act, the person whom the chairman
of the meeting shall appoint secretary of the meeting, shall act as secretary of
the meeting and keep the minutes thereof.
SECTION 7. Order of Business. The order of business at all meetings of the
shareholders shall be as determined by the chairman of the meeting.
SECTION 8. Voting. Except as otherwise provided by statute or the Certificate of
Incorporation, each holder of record of shares of the Corporation having voting
power shall be entitled at each meeting of the shareholders to one vote for each
share
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standing in his name on the record of shareholders of the Corporation:
(a) on the date fixed pursuant to the provisions of Section 6 of
Article V of these By-Laws as the record date for the determination of the
shareholders who shall be entitled to notice of and to vote at such
meeting; or
(b) if no such record date shall have been so fixed, then at the close
of business an the day next preceding the day on which notice thereof shall
be given.
Each shareholder entitled to vote at any meeting of the shareholders may
authorize another person or persons to act for him by a proxy signed by such
shareholder or his attorney-in-fact. 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 provided by statute
or the Certificate of Incorporation or these By-Laws, any corporate action to be
taken by vote of the shareholders shall be authorized by a majority of the votes
cast at a meeting of shareholders by the holders of shares present in person or
represented by proxy and entitled to vote on such action. Unless required by
statute, or determined by the chairman of the meeting to be advisable, the vote
on any question need not be by ballot. On a vote by ballot, each ballot shall be
signed by the shareholder voting, or by his proxy, if there be such proxy, and
shall state the number of shares voted.
SECTION 9. List of Shareholders. A list of shareholders as of the record
date, certified by the Secretary of the Corporation or by the transfer agent for
the Corporation, shall be produced at any meeting of the shareholders upon the
request of any shareholder made at or prior to such meeting.
SECTION 10. Inspectors. The Board of Directors may, in advance of any
meeting of shareholders, appoint one or more inspectors to act at such meeting
or any adjournment thereof. If inspectors are not selected in advance of a
meeting or any of the inspectors so appointed shall fail to appear or act, the
chairman of the meeting shall, acting on his own or on the request of any
shareholder entitled to vote at such meeting, appoint one or more 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
results, and do such acts as are proper to conduct the election
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or vote with fairness to all shareholders. On request of the chairman of the
meeting or any shareholder entitled to vote thereat, the inspectors shall make a
report in writing of any challenge, request 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 shareholders.
SECTION 11. Action by Consent. Whenever shareholders are required or
permitted to take any action by vote, such action may be taken without a meeting
or written consent, setting forth the action so taken signed by the holders of
all outstanding shares of the Corporation entitled to vote thereon.
ARTICLE III
Board of Directors
SECTION 1. General Powers. The business and affairs of the Corporation
shall be managed under the direction of the Board of Directors. The Board of
Directors 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 shareholders.
SECTION 2. Number, Qualifications. Election and Term of Office. The number
of directors constituting the initial Board of Directors will be 3. Thereafter,
the number of directors may be fixed, from time to time, by the affirmative vote
of a majority of the entire Board of Directors or by action of the shareholders
of the Corporation; provided, however, that the number of directors shall not be
less than three, except that when all the shares of the Corporation are owned
beneficially by less than three shareholders, the number of directors may be
less than three but not less than the number of shareholders. Any decrease in
the number of directors shall be effective at the time of the next succeeding
annual meeting of the shareholders unless there shall be vacancies in the Board
of Directors, in which case such decrease may become effective at any time prior
to the next succeeding annual meeting to the extent of the number of such
vacancies. All the directors shall be at least eighteen years of age. Directors
need not be shareholders. Except as otherwise provided by statute or these
By-Laws, the directors (other than members of the initial Board of Directors)
shall be elected at the annual meeting of the shareholders. At each meeting of
the shareholders for the election of directors at which a quorum is present, the
persons receiving a plurality of the votes cast at such election shall be
elected. Each director shall hold office until the next annual meeting of the
shareholders and until his successor shall have been elected
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and qualified, or until his death, or until he shall have resigned, or have been
removed, as hereinafter provided in these By-Laws.
SECTION 3. Place of Meetings. Meetings of the Board of Directors shall be
held at the principal office of the Corporation in the State of New York or at
such other place, within or without such State, as the Board of Directors may
from time to time determine or as shall be specified in the notice of any such
meeting.
SECTION 4. First Meeting. The Board of Directors 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 shareholders, 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 New York) which shall be specified in a
notice thereof given as hereinafter provided in Section 7 of this Article III.
SECTION 5. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such time and place as the Board of Directors may fix. 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 of Directors need not be given except as
otherwise required by statute or these By-Laws.
SECTION 6. Special Meetings. Special meetings of the Board of Directors may
be called by the Chairman of the Board, if one shall have been elected, or by
two or more directors of the Corporation or by the President.
SECTION 7. Notice of Meetings. Notice of each special meeting of the Board
of Directors (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 director, addressed to him at his residence or
usual place of business, by first-class mail, at least two days before the day
on which such meeting is to be held, or shall be sent addressed to him at such
place by telegraph, cable, telex, telecopier or other similar means, or be
delivered to him personally or be given to him by telephone, or other similar
means, at least twenty-four hours before the time at which such meeting is to
be held. Notice of any such meeting need not be given to any director who shall,
either before or after the meeting, submit a signed waiver of notice or who
shall attend such meeting without protesting, prior to or at its commencement,
the lack of notice to him.
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SECTION 8. Quorum and Manner of Acting. A majority of the entire Board of
Directors shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, and, except as otherwise expressly required
by statute or the Certificate of Incorporation or these By-Laws, the act of a
majority of the directors present at any 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 of Directors, 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 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. Organization. At each meeting of the Board of Directors, the
Chairman of the Board, if one shall have been elected, or, in the absence of the
Chairman of the Board or if one shall not have been elected, the President (or,
in his absence, 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, any person who shall be an Assistant Secretary, if any of them
shall be present at such meeting, appointed by the chairman) shall act as
secretary of the meeting and keep the minutes thereof.
SECTION 10. Resignations. Any director of the Corporation may resign at any
time by giving written notice of his resignation to the Board of Directors or
the Chairman of the Board or the President or the Secretary. 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. Unless otherwise specified herein, the acceptance of such resignation
shall not be necessary to make it effective.
SECTION 11. Vacancies. Subject to any express provision of the Certificate
of Incorporation, any vacancy in the Board of Directors, whether arising from
death, resignation, removal (with or without cause), an increase in the number
of directors or any other cause, may be filled by the vote of a majority of the
directors then in office, though less than a quorum, or by the shareholders at
the next annual meeting thereof or at a special meeting thereof. Each director
so elected shall hold office until the next meeting of the shareholders in which
the election of directors is in the regular order of business and until his
successor shall have been elected and qualified.
SECTION 12. Removal of Directors. Except as otherwise provided by statute,
any director may be removed, either with or
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without cause, at any time, by a majority of the shareholders at a special
meeting thereof. Except as otherwise provided by statute, any director may be
removed for cause by the Board of Directors at a special meeting thereof.
SECTION 13. 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.
SECTION 14. Committees. The Board of Directors may, by resolution passed by
a majority of the entire Board of Directors, designate one or more committees,
including an executive committee, each committee to consist of three 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
member at any meeting of the committee. Except to the extent restricted by
statute or the Certificate of Incorporation, each such committee, to the extent
provided in the resolution creating it, shall have and may exercise all the
authority of the Board of Directors. Each such committee shall serve at the
pleasure of the Board of Directors and have such name as may be determined from
time to time by resolution adopted by the Board of Directors. Each committee
shall keep regular minutes of its meetings and report the same to the Board of
Directors.
SECTION 15. Action by Consent. Unless restricted by the Certificate of
Incorporation, any action required or permitted to be taken by the Board of
Directors or any committee thereof may be taken without a meeting if all members
of the Board of Directors or such committee consent in writing to the adoption
of a resolution authorizing the action. The resolution and the written consents
thereto by the Members of the Board of Directors or such committee shall be
filed with the minutes of the proceedings of the Board of Directors or such
committee.
SECTION 16. Telephonic Meeting. Unless restricted by the Certificate of
Incorporation, any one or more members of the Board of Directors or any
committee thereof may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communication equipment
allowing all persons participating in the meeting to hear each other at the same
time. Participation by such means shall constitute presence in person at a
meeting.
ARTICLE IV
Officers
SECTION 1. Number and Qualifications. The officers of the Corporation shall
be elected by the Board of Directors and may
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include the President, Chief Executive Officer, Chief Financial Officer, one or
more vice Presidents, the Secretary, and the Treasurer. If the Board of
Directors wishes, it may also elect as an officer of the Corporation a Chairman
of the Board and may elect other officers (including one or more Assistant
Treasurers and one or more Assistant Secretaries), as may be necessary or
desirable for the business of the Corporation. Any two or more offices may be
held by the same person, except the offices of President and Secretary;
provided, however, that such two offices may be held by the same person if all
of the outstanding shares of the Corporation are owned by such person. Each
officer shall hold office until the first meeting of the Board of Directors
following the next annual meeting of the shareholders, and until his successor
shall have been elected and shall have qualified, or until his death, or until
he shall have resigned or have been removed, as hereinafter provided in these
By-Laws.
SECTION 2. Resignations. Any officer of the Corporation may resign at any
time by giving written notice of his resignation to the Board of Directors or
the Chairman of the Board or the President or the Secretary. 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. Unless otherwise specified therein, the acceptance of any such
resignation shall not be necessary to make it effective.
SECTION 3. Removal. Any officer of the Corporation may be removed, either
with or without cause, at any time, by the Board of Directors at any meeting
thereof.
SECTION 4. Chairman of the Board. The Chairman of the Board, if one shall
have been elected, shall be a member of the Board and, if present, shall preside
at each meeting of the Board of Directors or the shareholders. He shall advise
and counsel with the President, and in his absence with other executives of the
Corporation, and shall perform such other duties as may from time to time be
assigned to him by the Board of Directors. The Chairman of the Board shall not
be deemed to be an officer of the Corporation.
SECTION 5. The President. The President shall be the chief operating
officer of the Corporation. He shall in the absence of the Chairman of the Board
or if a Chairman of the Board shall not have been elected, preside at each
meeting of the Board of Directors or the Shareholders. He shall perform all
duties incident to the office of President and chief operating officer and such
other duties as may from time to time be assigned to him by the Board of
Directors.
SECTION 6. Chief Executive Officer. The Chief Executive officer if one
shall have been elected, shall be a principal executive officer of the
Corporation. He shall perform all duties incident to the office of Chief
Executive officer and such other
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duties as may from time to time be assigned to him by the Board of Directors.
SECTION 7. Vice-President. Each Vice-President shall perform all such
duties as from time to time may be assigned to him by the Board of Directors,
the President or the Chief Executive Officer. At the request of the President,
Chief Executive Officer, or in their absence or in event of their inability or
refusal to act, the Vice-Presidents in the order determined by the Board of
Directors (or if there be no such determination, then the Vice Presidents in the
order of their election), shall perform the duties of the President or Chief
Executive Officer, and, when so acting, shall have the powers of and be subject
to the restrictions placed upon the President or Chief Executive Officer in
respect to the performance of such duties.
SECTION 8. Chief Financial Officer. The Chief Financial Officer shall be
responsible for the Corporation's overall financial condition and shall adopt
and supervise applicable policies and procedures. He shall establish credit and
collection policies, establish appropriate inventory levels, review compensation
and fringe benefits for key employees, create internal control systems, enter
and maintain the Corporation's commercial and investment banking relationships
and shall seek positive financial public relations for the Corporation. At the
request of the Board of Directors, the Chief Financial Officer shall render to
the Board of Directors and account of the financial condition of the
corporation.
SECTION 9. 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) deposit all moneys and other valuables to the credit of the Corporation
in such depositories as may be designated by the Board of Directors or pursuant
to its direction;
(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 investments of
its funds, taking proper vouchers therefor;
(f) render to the Board of Directors, whenever the Board of Directors may
require, an account of the financial condition of the Corporation; and
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(g) in general, perform all duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by the Board of
Directors.
SECTION 10. Secretary. The Secretary shall
(a) keep or cause to be kept in one or more books provided for the purpose,
the minutes of all meetings of the Board of Directors, the committees of the
Board of Directors and the shareholders;
(b) see that all notices are duly given in accordance with the 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 certificates for shares 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;
(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, perform all duties incident to the office of Secretary and
such other duties as from time to time may be assigned to him by the Board of
Directors.
SECTION 11. The Assistant Treasurer. 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 the duties and exercise the powers of the
Treasurer and shall perform such other duties as from time to time may be
assigned by the Board of Directors.
SECTION 12. The Assistant Secretary. The Assistant Secretary, or if there
shall 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 Treasurer 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 as from time to time may be
assigned by the Board of Directors.
SECTION 13. Officers' Bond or other Security. If required by the Board of
Directors, any office of the Corporation shall give a bond or other security for
the faithful performance of his duties, in such amount and with such surety or
sureties as the Board of Directors may require.
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SECTION 14. 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 of Directors. 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.
ARTICLE V
Shares, etc,
SECTION 1. Share Certificates. Each owner of shares of the Corporation
shall be entitled to have a certificate, in such form as shall be approved by
the Board of Directors, certifying the number of shares of the Corporation owned
by him. The certificates representing shares shall be signed in the name of the
Corporation by the Chairman of the Board or the President or a Vice-President
and by the Secretary, an Assistant Secretary, the Treasurer or an Assistant
Treasurer and sealed with the seal of the Corporation (which seal may be a
facsimile, engraved or printed); provided, however, that where any such
certificate is countersigned by a transfer agent, or is registered by a
registrar (other than the Corporation or one of its employees), the signatures
of the Chairman of the Board, President, Vice President, Secretary, Assistant
Secretary, Treasurer or Assistant Treasurer upon such certificates may
facsimiles, engraved or printed. In case any officer who shall have signed any
such certificate shall have ceased to be such officer before such certificate
shall be issued, it may nevertheless be issued by the Corporation which the same
effect as if such officer were still in office at the date of their issue.
When the Corporation is authorized to issue shares of more than one class, there
shall be set forth upon the face or back of the certificate, or the certificate
shall have a statement that the Corporation will furnish to any shareholder upon
request and without charge, a full statement of the designation, relative
rights, preferences, and limitations of the shares of each class authorized to
be issued and, if the Corporation is authorized to issue any class of preferred
shares in series, the designation, relative rights, preferences and limitations
of each such series so far as the same have been fixed and the authority of the
Board of Directors to designate and fix the relative rights, preferences and
limitation of other series.
SECTION 2. Books of Account and Record of Shareholders. There shall be kept
correct and complete books and records of account of all the business and
transactions of the Corporation. There shall also be kept, at the office of the
Corporation, in the State of New York, or at the office of its transfer agent in
said State, a record containing the names and addresses of all
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shareholders of the Corporation, the number of shares held by each, and the
dates when they became the holders of record thereof.
SECTION 3. Transfer of Shares. Transfers of shares of the Corporation shall
be made on the 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,
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. The person in whose name shares shall stand on the record
of shareholders of the Corporation shall be deemed the owner thereof for all
purposes as regards the Corporation. Whenever any transfer of shares shall be
made for collateral security and not absolutely and written notice thereof shall
be given to the Secretary or to a transfer agent, such fact shall be noted on
the records of the Corporation.
SECTION 4. Transfer Agents and Registrars. The Board of Directors may
appoint, or authorize any officer or officers to appoint, one or more transfer
agents and one or more registrars and my require all certificates for shares of
stock to bear the signature of any of them.
SECTION 5. Regulations. The Board of Directors 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 the Corporation.
SECTION 6. Fixing of Record Date. The Board of Directors may fix, in
advance, a date not more than fifty nor less than ten days before the date
then fixed for the holding of any meeting of the shareholders or before the last
day on which the consent or dissent of the shareholders may be effectively
expressed for any purpose without a meeting, as the time as of which the
shareholders entitled to notice of and to vote at such meeting or whose consent
or dissent is required or may be expressed for any purpose, as the case may be,
shall be determined, and all persons who were shareholders of record of voting
shares at such time, and no others, shall be entitled to notice of and to vote
at such meeting or to express their consent or dissent, as the case may be. The
Board of Directors may fix, in advance, a date not more than fifty nor less than
ten days preceding the date fixed for the payment of any dividend or the making
or any distribution or the allotment of rights to subscribe for securities of
the Corporation, or for the delivery of evidences of rights or evidences of
interests arising out of any change, conversion or exchange of shares or other
securities, as the record date for the determination of the shareholders
entitled to receive any such dividend, distribution, allotment, rights or
interests, and in such case only the shareholders of record as the time so fixed
shall be entitled to
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receive such dividend, distribution, allotment, rights or interests.
SECTION 7. Lost, Destroyed or Mutilated Certificates. The holder of any
certificate representing shares of the Corporation shall immediately notify the
Corporation of any loss, destruction or mutilation of such certificate in the
place of any certificate theretofore issued by it which the owner thereof shall
allege to have been lost or destroyed or which shall have been mutilated. The
Board of Directors may, in its discretion, require such owner or his legal
representatives to give to the Corporation a bond in such sum, limited or
unlimited, and in such form and with such surety or sureties as the Board of
Directors 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 or destruction of any such certificate, or the issuance of such new
certificate.
ARTICLE VI
Indemnification
On the terms, to the extent, and subject to the conditions prescribed by
statute and by such rules and regulations, not inconsistent with statute, as the
Board of Directors may in its discretion impose in general or particular cases
or classes of cases, (a) the Corporation shall indemnify any person made, or
threatened to be made, a party to an action or proceeding, civil or criminal,
including an action by or in the right of any other corporation of any type or
kind, domestic or foreign, or any partnership, joint venture, trust, employee
benefit plan or other enterprise which any director or officer of the
Corporation served in any capacity at the request of the Corporation, by reason
of the fact that he, his testator or intestate, was a director or officer of the
Corporation, or served such other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise in any capacity, against
judgments, fines, amounts paid in settlement and reasonable expenses, including
attorney's fees, actually and necessarily incurred as a result of such action or
proceeding, or any appeal therein, and (b) the Corporation may pay, in advance
of final disposition of any such action or proceeding, expenses incurred by such
person in defending such action or proceeding.
On the terms, to the extent, and subject to the conditions prescribed by
statute and by such rules and regulations, not inconsistent with statute, as the
Board of Directors may in its discretion impose in general or particular cases
or classes of cases, (a) the Corporation shall indemnify any person made a party
to an action by or in the right of the Corporation to procure a judgment in its
favor, by reason of the fact that he, his testator or intestate, is or was a
director or officer of the Corporation, against the reasonable expenses,
including attorney's fees, actually and necessarily incurred by him in
connection with an
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appeal therein, and (b) the Corporation may pay, in advance of final disposition
of any such action or proceeding, expenses incurred by such person in defending
such action or proceeding.
ARTICLE VII
General Provisions
SECTION 1. Dividends. Subject to statute and the Certificate of
Incorporation, dividends upon the shares of the Corporation may be declared by
the Board of Directors at any regular or special meeting. Dividends may be paid
in cash, in property or in shares of the Corporation, unless otherwise provided
by statute or the Certificate of Incorporation.
SECTION 2. Reserves. 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 Board of Directors may, from time to time, in its 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 Board of Directors may think conducive to the
interests of the Corporation. The Board of Directors may modify or abolish any
such reserves in the manner in which it was created.
SECTION 3. Seal. The seal of the Corporation shall be in such form as shall
be approved by the Board of Directors.
SECTION 4. Fiscal Year. The fiscal year of the Corporation shall begin on
December 1, but may thereafter be changed by resolution of the Board of
Directors.
SECTION 5. Checks, Notes, Drafts. Etc. All checks, notes, drafts, or other
orders for the payment of money of the Corporation shall be signed, endorsed or
accepted in the name of the Corporation by such officers, person or persons as
from time to time may be designated by the Board of Directors or by an officer
or officers authorized by the Board of Directors to make such designation.
SECTION 6. Execution of Contracts, Deeds, Etc. The Board of Directors may
authorize any officer or officers, agent or agents, in the name and on behalf of
the Corporation to enter into or execute and deliver any and all deeds, bonds,
mortgages, contracts and other obligations or instruments, and such authority
may be general or confined to specific instances.
SECTION 7. Voting of Stocks in Other Corporations. Unless otherwise
provided by resolution of the Board of Directors, the
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Chairman of the Board or the President, from time to time, may (or may appoint
one or more attorneys or agents to) cast the votes which the Corporation may be
entitled to cast as a shareholder or otherwise in any other corporation, any of
whose shares or securities may be held by the Corporation, at meetings of the
holders of the shares or other securities of such other corporation, or to
consent in writing to any action may any such other corporation. In the event
one or more attorneys or agents are appointed, the Chairman of the Board or the
President may instruct the person or persons so appointed as to the manner of
casting such votes or giving such consent. The Chairman of the Board or the
President may, or may instruct the attorneys or agents appointed to, execute or
cause to be executed in the name and on behalf of the Corporation and under its
seal or otherwise, such written proxies, consents, waivers or other instruments
as may be necessary or proper in the premises.
ARTICLE VIII
Amendments
These By-Laws may be amended or repealed or new By-Laws may be adopted at
any annual or special meeting of shareholders at which a quorum is present or
represented, by the vote of the holders of shares entitled to vote in the
election of directors provided that notice of the proposed amendment or repeal
or adoption of new By-Laws is contained in the notice of such meeting. These
By-Laws may also be amended or repealed or new By-Laws may be adopted by the
Board at any regular or special meeting of the Board of Directors. If any By-Law
regulating an impending election of directors is adopted, amended or repealed by
the Board of Directors, there shall be set forth in the notice of the next
meeting of the shareholders for the election of directors the By-Law so adopted,
amended or repealed, together with a concise statement of the changes made.
By-Laws adopted by the Board of Directors may be amended or repealed by the
shareholders.
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