By-Law Amendments
The Chairman then recognized Mr. Brenner who directed the Board's attention
to a memorandum dated May 5, 2000 which summarized proposed amendments to
the By-Laws based upon discussions had with Delaware counsel, Richards,
Layton & Finger, in order to bring the By-Laws up to date with Delaware
law. After Mr. Brenner summarized the proposed By-Law amendments and
presented to the Meeting a draft of such By-Law amendments, on motion
duly made and seconded, the following resolution was unanimously adopted
by the affirmative vote of the Directors present:
RESOLVED, that the following Articles and Sections of the
By-Laws are restated to read as follows:
ARTICLE I
Stockholders
SECTION 2. Special Meetings. Except as otherwise provided in
the Certificate of Incorporation, a special meeting of the stockholders
of the Corporation may be called at any time by the Board of Directors,
the Chairman of the Board or the President. Any special meeting of the
stockholders shall be held on such date, at such time, and at such place
within or without the State of Delaware as the Board of Directors or the
officer calling the meeting may designate. At a special meeting of the
stockholders, no business shall be transacted and no corporate action
shall be taken other than that stated in the notice of the meeting
unless all of the stockholders are present in person or by proxy, in
which case any and all business may be transacted at the meeting even
though the meeting is held without notice.
SECTION 5. Adjourned Meetings. Whether or not a quorum shall
be present in person or represented at any meeting of the stockholders,
the holders of a majority in number of the shares of stock of the
Corporation present in person or represented by proxy
and entitled to vote at such meeting may adjourn from time to time;
provided, however, that if the holders of any class of stock of the
Corporation are entitled to vote separately as a class upon any matter
at such meeting, any adjournment of the meeting in respect of action by
such class upon such matter shall be determined by the holders of a
majority of the shares of such class present in person or represented
by proxy and entitled to vote at such meeting. When a meeting is
adjourned to another time or place, notice need not be given of the
adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken. At the adjourned meeting,
the
stockholders or the holders of any class of stock entitled to vote
separately as a class, as the case may be, may transact any business
which might have been transacted by them at the original meeting. 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 adjourned meeting.
SECTION 9. Consent of Stockholders in Lieu of Meeting. Unless
otherwise provided in the Certificate of Incorporation, any action
required by law to be taken at any annual or special meeting of
stockholders of the Corporation, or any action which may
be taken at any annual or special meeting of such stockholders,
may be taken without a meeting, without prior notice and without a
vote, if a consent or consents 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 and shall be delivered to the Corporation
by delivery to (a) its registered office in the State of Delaware by
hand or by certified or registered mail, return receipt requested, (b)
its principal place of business, or (c) an officer or agent of the
Corporation having custody of the book in which proceedings of meetings
of stockholders are recorded. Every written consent shall bear the
date of signature of each stockholder who signs the consent and no
written consent shall be effective to take the corporate action
referred to therein unless, within sixty days of the earliest dated
consent
delivered in the manner required by this by-law to the Corporation,
written consents signed by a sufficient number of holders to take
action are delivered to the Corporation by delivery to (a) its
registered office in the State of Delaware by hand or by certified
or registered mail, return receipt requested, (b) its principal place
of business, or (c) an officer or agent of the Corporation having
custody of the book in which proceedings of meetings of stockholders
are recorded. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing and
who, if the action had been taken at a meeting, would have been
entitled to notice of the meeting if the record date for such meeting
had been the date that written consents signed by a sufficient number of
stockholders to take the action were delivered to the Corporation as
provided in this Section 9.
SECTION 10. Advance Notice of Stockholder Nominees for Director
and Other Stockholder Proposals.
(a) The matters to be considered and brought before any
annual or special meeting of the stockholders of the Corporation shall
be limited to only such matters, including the nomination and election
of directors, as shall be brought properly before such meeting in
compliance with the procedures set forth in this Section 10.
(b) For any matters to be properly brought before any
annual meeting of stockholders, the matter must be (i) specified in
the notice of annual meeting given by or at the direction of the
Board of Directors, (ii) otherwise brought before the annual
meeting by or at the direction of the Board of Directors or
(iii) brought before the
annual meeting in the manner specified in this Section 10(b)
by a stockholder of record entitled to vote at the annual meeting.
In addition to any other requirements under applicable law and the
Certificate of Incorporation and By-Laws of the Corporation,
persons nominated by stockholders of record for election as
directors of the Corporation and any other proposals by
stockholders of record shall be properly brought before
the meeting only if notice of any such matter to be
presented by a stockholder at such meeting of stockholders
(the "Stockholder Notice") shall be delivered to the Secretary
of the Corporation at the principal executive office of the
Corporation not less than ninety (90) nor more than one
hundred and twenty (120)
days prior to the first anniversary date of the annual meeting
for the preceding year; provided, however, if and only if the
annual meeting is not scheduled to be held within a period that
commences thirty (30) days before such anniversary date and ends
thirty (30)days after such anniversary date (an annual meeting
date outside such period being
referred to herein as an "Other Annual Meeting Date"), such
Stockholder Notice shall be given in the manner provided herein
by the later of the close of business on (i) the date ninety
(90) days prior to such Other Meeting Date or (ii) the tenth
(10th) day following the date such Other Annual Meeting Date is
first publicly announced or disclosed. Any
stockholder of record desiring to nominate any person or persons
(as the case may be) for election as a director or directors of
the Corporation shall deliver, as part of such Stockholder Notice:
(i) a statement in writing setting forth (A) the name of the person
or persons to be nominated; (B) the number and class of all shares
of each class of stock
of the Corporation owned of record and beneficially by each such
person, as reported to such stockholder by such nominee(s); (C)
the information regarding each such person required by paragraphs
(a), (e), and (f) of Item 401 of Regulation S-K or paragraph (b)
of Item 22 of Rule 14a-101 under the Securities Exchange Act of
1934, as amended (the
"Exchange Act") adopted by the Securities and Exchange Commission
(or the corresponding provisions of any regulation or rule
subsequently adopted by the Securities and Exchange Commission
applicable to the Corporation); (D) whether such stockholder
believes any
nominee will be an "interested person" of the Corporation (as
defined in the Investment Company Act of 1940, as amended) and,
if not an "interested person", information regarding each nominee
that will be sufficient for the Corporation to make such determination;
(E) a representation whether the stockholder intends or is part of a
group which intends to (1) deliver a proxy statement and/or form of
proxy to holders of at least the percentage of the Corporation's
outstanding stock required to elect the nominee and/or (2) otherwise
solicit proxies from stockholders in support of such
nomination and (F) the number and class of all shares of each class
of stock of the Corporation owned of record and beneficially by such
stockholder; and (ii) each such person's signed consent to serve as a
director of the Corporation if elected and such stockholder's name and
address. Any stockholder who gives a Stockholder Notice of any
matter proposed to be brought before the meeting (not involving nominees
for director) shall deliver, as part of such Stockholder Notice, the text
of the proposal to be presented and a brief written statement of the reasons
why such stockholder favors the proposal and setting forth such stockholder's
name and address, the number and class of
all shares of each class of stock of the Corporation owned of record and
beneficially by such stockholder, if applicable, any material interest of
such stockholder in the matter proposed (other than as a stockholder), and
a representation whether the stockholder intends or is part of a group
which intends to (1) deliver a proxy statement
and/or form of proxy to holders of at least the percentage of the
Corporation's outstanding stock required to approve or adopt the proposal
with respect to which the proxy statement is being distributed and/or (2)
otherwise solicit proxies from stockholders in support of such proposal.
As used herein, shares "beneficially
owned" shall mean all shares which such person is deemed to beneficially
own pursuant to Rules 13d-3 and 13d-5 under the Exchange Act. If a
stockholder of record is entitled to vote only for a specific class or
category of directors at a meeting (annual or special), such stockholder's
right to nominate one or more individuals for
election as a director at the meeting shall be limited to such class or
category of
directors.
Notwithstanding anything in this Section 10(b) to the contrary, in the event
that the number of directors to be elected to the Board of Directors of the
Corporation at the next annual meeting is increased and either all of the
nominees for director at the
next annual meeting or the size of the increased Board of Directors are not
publicly announced or disclosed by the Corporation at least seventy (70)
days prior to the first anniversary of the preceding year's annual meeting,
a Stockholder Notice shall also be considered timely hereunder, but only
with respect to nominees for any new positions created by such increase,
if it shall be delivered to the Secretary of the
Corporation at the principal executive office of the Corporation not later
than the close of business on the tenth (10th) day following the first date
all of such nominees or the size of the increased Board of Directors shall
have been publicly announced or disclosed.
(c) Except as provided in the immediately following sentence,
only such matters shall be properly brought before a special meeting of
stockholders as shall have been brought before the meeting pursuant to
the Corporation's notice of meeting. In the
event the Corporation calls a special meeting of stockholders for the
purpose of electing one or more directors to the Board of Directors, any
stockholder of record entitled to vote at the special meeting may nominate
a person or persons (as the case may be), for
election to such position(s) as specified in the Corporation's notice of
meeting, if the Stockholder Notice required by Section 10(b) shall be
delivered to the Secretary of the Corporation at the principal executive
office of the Corporation not later than the close of business on the tenth
(10th) day following the day on which the date of the special
meeting and either the names of the nominees proposed by the Board of
Directors to be elected at such meeting or the number of directors to be
elected is publicly announced or disclosed.
(d) For purposes of this Section 10, a matter shall be deemed
to have been "publicly announced or disclosed" if such matter is disclosed
in a press release reported by the Dow Jones News Service, Associated Press
or comparable national news service or in
a document publicly filed by the Corporation with the Securities and
Exchange Commission.
(e) In no event shall the adjournment of an annual meeting
or special meeting, or any announcement thereof, commence a new period
for giving of notice as provided in this Section 10. This Section 10
shall not apply to stockholder proposals made pursuant to Rule 14a-8
under the Exchange Act.
(f) The person presiding at any meeting of stockholders,
in addition to making any other determinations that may be appropriate
to the conduct of the meeting, shall have the power and duty to determine
whether notice of nominees and other matters proposed to be brought before
a meeting has been duly given in the manner provided in this
Section 10 and, if not so given, shall direct and declare at the meeting
that such nominees and other matters shall not be considered.
ARTICLE II
Board of Directors
SECTION 1. Number and Term of Office. The business and
affairs of the Corporation Shall be managed by or under the direction
of a Board of nine Directors who will be divided into three classes of
three Directors each, and at least 40% of whom shall be persons who are
not interested persons of the Corporation as defined in the Investment
Company Act of 1940. Each class of Directors shall, except as hereinafter
otherwise provided for filling vacancies, have staggered three year terms
of office, be elected at an annual meeting of
stockholders, and shall hold office until their respective successors are
elected and qualified or until their earlier resignation or removal. No
person who has attained the age of 75 at the time of filling a vacancy or
on the date of the Annual Meeting of Stockholders shall be qualified to
serve a Director unless such age limitation has been
waived by a majority of the Directors then in office. The number of
Directors may be altered from time to time by amendment of these By-Laws.
SECTION 2. Qualifications for Office. To be eligible for
nomination as a director a person must, at the time of such person's
nomination, have Relevant Experience and Country Knowledge (as defined
below) and must have not have any Conflict of Interest (as defined below).
Whether a proposed nominee satisfies the foregoing
qualifications shall be determined by the Board of Directors.
"Relevant Experience and Country Knowledge" means experience in business,
investment and economic matters in Europe, the United States, or Switzerland
or political matters of Switzerland through service:
(a) for at least five years or more of the following principal
occupations:
1) senior executive officer, including senior legal officer, or partner
of a financial or industrial business headquarters in Europe that has annual
revenues of at least the equivalent of US $500 million and whose
responsibilities include or included supervision of European business
operations;
2) senior executive officer, including senior legal officer, or partner
of a financial or industrial business headquarters in United States that
has annual revenues of at least the equivalent of US $500 million and
whose responsibilities include or included supervision of European
business operations;
3) senior executive officer, including senior legal officer, or partner
of an investment management business having at least the equivalent of US
$500 million under discretionary management for others in securities of
European companies or securities principally traded in Europe;
4) senior executive officer or partner (including a lawyer appointed "of
counsel") (i) of a business consulting, accounting or law firm having a
substantial number of professionals, and (ii) one of whose principal
responsibilities includes or included providing services involving European
matters or clients for financial or industrial
businesses or investment businesses as describe in (1) - (3) above;
5) senior official (including ambassador or minister or elected member of
the legislature) in the national or cantonal government, a government agency
or the central bank of Switzerland, in a major supranational agency or
organization of which Switzerland is a member, or in a leading international
trade organization relating to Switzerland, in each case in the area of
finance, economics, trade or foreign relations;
6) director of this Corporation at the time of nomination for at least
five years; or
7) officer, director, partner, or employee of the Corporation's investment
advisor or of an entity controlling, controlled by or under common control
with the Corporation's investment advisor; and
(b) for at least 10 years as a senior executive officer (including senior
legal office), director, partner, or senior official (including elected
ambassador or minister or elected member of the legislature) to one or more
of the following: (1) a financial or industrial business; (2) an investment
management business; (3) a business, consulting, accounting or law firm; or
(4) a national government, a government agency or central bank, a major
supranational agency or organization,
or a leading international trade organization, in each case in the area
of finance, economics, trade or foreign relations.
"Conflict of Interest" means the presence of a conflict with the
interests of the Corporation or its operations through any of the following:
1) current position as a director, officer, partner or employee of another
investment fund whose investment focus is principally (i.e., over 50% of
total assets) securities of Swiss companies or securities principally
traded in Swiss markets and that does not have
the same investment advisor as the Corporation or an investment advisor
affiliated with an investment advisor of the Corporation;
2) current position as a director, officer, partner or employee of the
investment advisor, sponsor or equivalent of an investment vehicle
described in the previous point and who is involved in the day to day
operations of such vehicle or the investment decisions made
with respect to such vehicle; or
3) current position as an official of a government agency or self-
regulatory body having responsibility for regulating the Corporation
or the markets in which it proposes to invest.
SECTION 3. Removal, Vacancies and Additional Directors. Upon
the vote of the stockholders of at least three-quarters of the shares
entitled to vote thereon, the stockholders may, at any special meeting
the notice of which shall state that it is called for that purpose,
remove, only for cause, any Director and fill the vacancy; provided
that whenever any Director shall have been elected by the holders of
any class of stock of the Corporation voting separately as a class
under the provisions of the Certified of Incorporation, such Director
may be removed only for cause and the vacancy filled only by the vote
of the holders of at least three-quarters of the shares of that class
of stock voting separately as a class. Vacancies caused by any
such removal and not filled by the stockholders at the meeting at which
such removal shall have been made, or any vacancy caused by the death or
resignation of any Director or for any other reason, and any newly
created directorship resulting form any increase in the authorized number
of Directors, may be filled by the affirmative vote of a majority of the
Directors then in office, although less than a quorum, and any Director
so elected to fill any such vacancy of newly created directorship shall
hold office until his successor is elected
and qualified or until his earlier resignation or removal.
When one or more Directors shall resign effective at a future date, a
majority of the Directors then in office,
including those who have so resigned, shall have power to 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 as herein provided in connection with the filling of other
vacancies.
SECTION 4. Place of Meeting. The Board of Directors may hold its
meeting in such place or places in the State of Delaware or outside the
State of Delaware as the Board from time to time shall determine.
SECTION 5. Regular Meetings. Regular meetings of the Board of
Directors shall be held at such times and places as the Board from time
to time by resolution shall determine. No notice shall be required for
any regular meeting of the Board of Directors; but a copy of every
resolution fixing or changing the time or place of regular meetings
shall be mailed to every Director at least five days before the first
meeting held in pursuance thereof.
SECTION 6. Special Meeting. Special meetings of the Board of
Directors shall be held whenever called by direction of the Chairman
of the Board, the President or by any two of the Directors then in
office.
Notice of the day, hour and place of holding of each special meeting
shall be given by mailing the same at least five days before the meeting
or by causing the same to be transmitted by telegraph, cable, wireless or
fax at least two days before the meeting to each Director. Unless
otherwise indicated in the notice thereof, any and all
business other than an amendment of these By-Laws may be transacted at
any special meeting, and an amendment of these By-Laws may be acted
upon if the notice of the meeting shall have stated that the
amendment of these By-Laws is one of the purposes of the meeting.
At any meeting at which every Director shall be present, even though
without any notice, any business may be transacted, including the
amendment of these By- Laws.
SECTION 7. Ouorum. Subject to the provisions of Section 3 of
this Article II, a majority of the members of the Board of Directors
in office (but in no case less than one-third of the total number of
Directors nor less than two Directors) shall constitute a quorun for
the transaction of business and the vote of the majority of the Directors
present at any meeting of the Board of Directors at which a quorum is
present shall be the act of the Board of Directors. If at any meeting
of the Board there is less than a quorum present, a majority of those
present may adjourn the meeting from time to time.
SECTION 8. Organization. The Chairman of the Board or, in his
absence, the Vice Chairman of the Board (who shall be elected by the
Board of Directors after each annual meeting of the stockholders but
who shall be not be an officer of the Corporation) or, in his absence,
the President shall preside at all meetings of the stockholders and at
all meetings of the Board of Directors. In the absence of the Chairman
of the Board, the Vice Chairman of the Board and the President, a
Chairman shall be elected from the Directors present. The Secretary
of the Corporation shall act as Secretary of the Directors, but in
the absence of the Secretary, the Chairman may appoint any person to
act as Secretary of the meeting.
SECTION 9. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees,
each committee to consist of one or more of the Directors of the
Corporation. The Board may designate one or more Directors as alternate
member of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification
of a member of a committee, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another member of the Board
or Directors to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided be
resolution passed by a majority of the whole Board, shall have and
may exercise all the powers and authority of the Board of Directors
in the management of the business and the affairs of the
Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; but no such committee
shall have the power or authority in reference to amending the
Certificate of
Incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all
or substantially all of the Corporation's property and assets,
recommending to the stockholders a dissolution of the Corporation or
revocation of dissolution, or amending these By-Laws; and unless such
resolution, these By-Laws, or the Certificate of Incorporation expressly
so provide, no such committee shall have the power or authority to declare
a dividend or to authorize the issuance of stock.
SECTION 10. Audit Committee. There shall be an Audit committee of
three or more Directors who are not "interested person" of the Corporation
(as defined in the Investment Company Act of
1940) appointed by the Board who may meet at stated times or on notice to all
by any of their own number. The committee's duties shall include reviewing
both the audit and other work of the Corporation's independent
accountants, recommending to the Board of Directors the independent
accountants to be retained, and reviewing generally the maintenance
and safekeeping of the Corporation's records and documents.
SECTION 11. Conference Telephone Meetings. Unless otherwise
restricted by the Certificate of Incorporation or by these By-Laws,
the members of the Board of Directors or any committee designated by
the Board, may
participate in a meeting of the Board or such committee, as the case
may be, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting
can hear each
other, and such participation shall constitute presence in person at
such meeting.
SECTION 12. Consent of Directors or Committee in Lieu of Meeting.
Unless otherwise restricted by the Certificate of Incorporation or by
these By-laws, any action required or permitted to be taken at any
meeting of the Board of Directors, or of any committee thereof, may be
taken without a meeting if all members of the Board or committee, as
the case may be, consent thereto in writing or the writing or writings
are filed with the minutes of proceedings of the Board or committee,
as the case may be.
SECTION 13. Compensation of Directors. No Director shall receive
any stated salary or fees from the Corporation for his services as such
if such Directors is, otherwise than by reason of being such Director,
an interested person (as such term is defined by the Investment Company
Act of 1940) of the Corporation or of its investment advisor,
administrator or principal underwriter. Except as provided in the
preceding sentence, Directors shall be entitled to receive such
compensation from the corporation for their services as may from time
to time be voted by the Board of Directors.
ACTICLE IV
Stock; Seal; Fiscal Year
SECTION 5. 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 to express
consent to corporate action in writing without a meeting or entitled to
receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful
action, as the case may be, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty (60) nor less than ten
(10) days before the date of such meeting, nor more than
sixty (60) days prior to any other action.
If no record date is fixed, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at
the close of business on the day next preceding the day on which notice is
given or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held; the record
date for determining stockholders entitled to express consent to
corporate action in writing without a meeting, when no prior action by
the Board of Directors is necessary, shall be the day on which the first
written consent is expressed; and the record date for determining
stockholders for any other purpose shall be at the close of business on
the day on which the Board of Directors adopts the resolution relating
thereto. A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the
Board of Directors may fix a new record date for the adjourned meeting.
SECTION 6. Dividends. Subject to the provisions of the Certificate
of Incorporation, the Board of Directors shall have power to declare and
pay dividends upon shares of stock of the Corporation, but only out of
funds available for the payment of dividends as provided by law.
Subject to the provisions of the Certificate of Incorporation any dividends
declared upon the stock of the Corporation shall be payable on such date
or dates as the Board of Directors shall determine. If the date fixed
for the payment of any dividend shall in any year fall upon a legal holiday,
then the dividend payable on such date shall be paid on
the next day not a legal holiday.
ARTICLE V
Miscellaneous Provisions
SECTION 3. Waivers of Notice. Whenever any notice is required to be
given by law, by the Certificate of Incorporation or by these By-Laws to
any person or persons, a waiver thereof in writing, signed by the person
or persons entitled to the notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.
SECTION 6. Advancement of Expenses. The Corporation shall, to the
full extent authorized by law, advance expenses to any person made or
threatened to be made party to an action, suit or proceeding, whether
criminal, civil, administrative or investigative, by reason of the fact
that he, his testator or intestate 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.
SECTION 7. Accountant.
(a) The Corporation shall employ an independent public
accountant or a firm of independent public accountants as its Accountant
to examine the accounts of the Corporation and to sign and certify
financial statements filed by the Corporation. The Accountant's
certificates and reports shall be addressed both to the
Board of Directors and to the stockholders. The employment of the
Accountant shall be conditioned upon the right of the Corporation to
terminate the employment forthwith without any penalty by vote of a
majority of the outstanding voting securities at any
Stockholder's meeting called for that purpose.
ARTICLE VI
Custodian
SECTION 2. The Corporation shall upon the resignation, change
or inability to serve of its custodian (and any sub-custodian):
(i) in case of such resignation or inability to serve, use its best
efforts to obtain a successor custodian;
(ii) require that the cash and securities owned by the Corporation be
delivered directly to the successor custodian; and
(iii) in the event that no successor custodian can be found, submit to
the stockholders before permitting delivery of the cash and
securities owned by the Corporation, other than to a successor
custodian, the question whether or not this Corporation shall be
liquidated or shall function without a custodian.
ARTIVLE VII
Amendments
These By-Laws and any amendment thereof may be altered, amended or
repealed, or new By-Laws may be adopted, by the Board of Directors
at any regular or special meeting by the affirmative vote of a majority
of all the members of the Board; provided, however, that in
the case of any special meeting at which all of the members of the
Board are not present, the notice of such meeting shall state that the
amendment of these By-Laws was one of the purposes of the meeting.
However, these By-Laws and any amendment thereof, including the
By-Laws adopted by the Board of Directors, may be altered, amended,
or repealed and other By-Laws may be adopted by the holders of at
least 75% of the total outstanding stock of the Corporation entitled
to vote at any annual meeting or at any special meeting, provided,
in the case of any special meeting, that notice of such proposed
alteration,
amendment, repeal or adoption is included in the notice of the meeting.
