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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest Event
Reported) June 7, 1996
GREENWICH CAPITAL ACCEPTANCE, INC.,
GREENWICH CAPITAL ACCEPTANCE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 33-80740 61199884
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
600 Steamboat Road
Greenwich, Connecticut 06830
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (203) 625-2700
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Item 5. Other Events
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Filing of By-Laws (restated as of 3/12/96).
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Pursuant to Item 601(b)(3)(ii) of Regulation S-K under the Securities
Act of 1933, in connection with the restating of its By-Laws, as of March 12,
1996 (the "By-Laws"), Greenwich Capital Acceptance, Inc. (the "Company") is
filing herewith a copy of the By-Laws. The By-Laws are attached hereto as
Exhibit 1.
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Item 7. Financial Statements, Pro Forms Financial
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Information and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
1. By-Laws.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GREENWICH CAPITAL ACCEPTANCE, INC.
By:/s/Steven M. Miller
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Name: Steven M. Miller
Title: Senior Vice President
Dated: June 7, 1996
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Exhibit Index
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Exhibit Page
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1. BY-LAWS. 6
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Restated as of 3/12/96
GREENWICH CAPITAL ACCEPTANCE, INC.
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BY-LAWS
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ARTICLE I
OFFICES
SECTION 1. Principal Office. The principal office of the
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Corporation shall be located in Greenwich, Connecticut.
SECTION 2. Other Offices. The Corporation may also have offices at
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such other places within and without the State of Delaware as the board of
directors may from time to time determine or the business of the Corporation
may require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
SECTION 1. Annual Meetings. An annual meeting of shareholders,
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commencing with the year 1987, shall be held on the 15th day in the month of
December each year, at such hour as may be fixed from time to time by the
board of directors and stated in the notice of such meeting or waiver of
notice thereof, at which meeting the shareholders shall elect a board of
directors and transact such other business as may properly come before the
meeting.
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If such annual meeting is not held as herein provided for, it may be
held as soon thereafter as may be convenient. Such subsequent meeting shall
be called in the same manner as hereinafter provided for special meetings of
shareholders.
SECTION 2. Special Meetings. Special meetings of shareholders for
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any purpose or purposes, unless otherwise prescribed by statute, by the
Certificate of Incorporation or by these by-laws, may be called at any time
by the Chairman, the President, the Secretary or the Board of Directors, and
shall be called by any of them at the written request of the holders of
record of not less than a majority of all the shares then outstanding and
entitled to vote thereat. Such request shall state the purpose or purposes
of the proposed meeting. The time and place for such special meeting shall
be stated in the notice of the meeting or in a duly executed waiver of notice
thereof. The business transacted at any special meeting of shareholders
shall be limited to the purposes stated in such notice.
SECTION 3. Place of Meeting. Meetings of shareholders shall be held
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within or without the State of Delaware at such place as may be fixed from
time to time by the Board of Directors, or as shall be specified in the
notice of any meeting or a duly executed waiver of notice thereof. If no
place is otherwise fixed, such meetings shall be held at the principal office
of the Corporation.
SECTION 4. Notice of Meetings. Written notice of each meeting of
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shareholders, whether annual or special, stating the
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place, date and hour of the meeting and, unless it is an annual meeting, the
purpose or purposes of the meeting and the name of the person by whom or at
whose direction the meeting is being called, shall be given either personally
or by mail, telegram, or cable to each shareholder of record entitled to
vote, not less than ten days nor more than sixty days prior to the date of
the meeting, unless a greater period of notice is required by law in a
particular case.
SECTION 5. Quorum. The holders of record of a majority of the
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shares of stock issued and outstanding and entitled to vote at any meeting
of shareholders, represented in person or by proxy, shall constitute a quorum
for the transaction of business thereat, except as otherwise provided by
statute or by the Certificate of Incorporation. When a quorum is once
present to organize a meeting, it is not broken by the subsequent withdrawal
of any shareholders. If, however, such quorum shall not be present or
represented at any meeting of shareholders, a majority of the shareholders
entitled to vote thereat, present in person or by proxy, or if no such
shareholder is present in person or by proxy, any officer entitled to preside
at or act as secretary of such meeting, shall have the power to adjourn the
meeting from time to time, without notice other than by announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may
be transacted which might have been transacted at the meeting as originally
called.
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SECTION 6. Proxies. Every shareholder entitled to vote at a meeting
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of shareholders, or to express consent to any proposal without a meeting, may
vote, or consent, as the case may be, in person or may authorize another
person or persons to so act for him by proxy.
SECTION 7. Voting. At each meeting of shareholders, each
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shareholder of record entitled to vote at the meeting shall be entitled to
one vote for each share of stock registered in his name on the books of the
Corporation unless otherwise provided by law or by the Certificate of
Incorporation.
At each meeting at which a quorum is present, the vote of the holders
of a majority of the shares of stock present, in person or by proxy, and
entitled to vote thereat, shall determine all corporate matters brought
before the meeting except as otherwise required by statute or by the
Certificate of Incorporation.
SECTION 8. Written Consent in Lieu of Meeting. Any action required
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or permitted to be taken by vote of the shareholders may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting which all shares
entitled to vote thereon were present and voted.
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ARTICLE III
DIRECTORS
SECTION 1. General Powers. The property, affairs and business of
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the Corporation shall be managed by its Board of Directors which may adopt
all such rules and regulations for the conduct of its meetings and for the
management of the property, affairs and business of the Corporation as it may
deem proper, not inconsistent with applicable law, the Certificate of
Incorporation and these By-laws, and may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute, by
the Certificate of Incorporation or by these By-laws directed or required to
be exercised or done by the shareholders.
SECTION 2. Number and Qualifications. The number of directors shall
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be four. At least one director (the "Outside Director") of the Corporation
shall not be an officer or employee of the Corporation or a director, officer
or employee of any direct or indirect parent of the Corporation or of any
affiliate of any such parent. The initial board shall consist of the two
directors named in the Certificate of Incorporation. The number of directors
may be changed from time to time by amendment to these By-laws.
SECTION 3. Election and Term of Office. The directors, other than
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the initial Board of Directors, shall be elected at the annual meeting of
shareholders. Each director shall serve until the next succeeding annual
meeting and until his successor
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has been elected and has qualified, or until his prior resignation, death or
removal. The initial board of directors shall hold office until the first
annual meeting of shareholders.
SECTION 4. Resignation. Any director may resign at any time by
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giving written notice to the Board of Directors, the president or the
secretary of the Corporation. Unless otherwise specified in the notice, the
resignation shall take effect upon receipt thereof by the board or such
officer, and the acceptance of the resignation shall not be necessary to make
it effective.
SECTION 5. Removal. Any or all of the directors may be removed,
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with or without cause, at any time by the vote of the holders of record of
a majority of shares of stock issued and outstanding and entitled to vote
present, in person or by proxy, at a special meeting of shareholders called
for that purpose, unless otherwise prescribed by statute or by the
Certificate of Incorporation.
SECTION 6. Vacancies. All vacancies occurring in the Board of
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Directors, including vacancies caused by removal with or without cause, may
be filled, subject to the action of the shareholders in regard to vacancies
caused by removal described hereinafter, by the majority vote of all
remaining directors in office, though less than a quorum. If death,
resignation or removal of a director or directors results in there being no
remaining directors or if the remaining directors are unable to fill a
vacancy or vacancies by majority vote, the vacancies shall be filled by
election at a special meeting of shareholders called
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for that purpose. A director elected by the Board of Directors to fill a
newly created directorship or vacancy shall hold office until the next
succeeding annual meeting of the shareholders and until his successor has
been elected and has qualified.
Notwithstanding any other provision of this section, any vacancy on the
board of directors resulting from removal with or without cause by vote of
the shareholders at a special meeting of the shareholders called for that
purpose may be filled at such meeting by a majority vote of the shareholders
present, in person or by proxy, and entitled to vote, provided that in the
event the shareholders do not fill such vacancy it shall be filled by the
Board of Directors as provided in this section. A director elected by vote
of the shareholders shall hold office for the unexpired portion of the term
of his predecessor in office and until the election and qualification of his
successor.
Notwithstanding any other provision of these By-Laws, a vacancy in the
directorship filled by an Outside Director shall not limit or otherwise
restrict the Board of Directors from taking any action which it is otherwise
authorized to take under the Articles of Incorporation and By-Laws of the
Corporation or under applicable law, except any action described in Article
IX, Section 5.
SECTION 7. Annual and Regular Meetings. An annual meeting of the
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Board of Directors for the election of officers and for the transaction of
any other business shall be held in each year immediately following the
annual meeting of
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shareholders at the place of such annual meeting of shareholders or as soon
as practical after the annual meeting of shareholders at such place and time
as shall be fixed by the consent in writing of all the directors.
Regular meetings of the Board of Directors may be held at such times as
the board may from time to time determine by resolution duly adopted at any
meeting of the board.
SECTION 8. Special Meetings. A special meeting of the Board of
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Directors may be called at any time by the Chairman or the President and
shall be called by the President or Secretary on the written request of any
director.
SECTION 9. Place and Time of Regular and Special Meetings. The
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Board of Directors may hold any regular meeting without notice, at such time
and place, either within or without the State of Delaware, as the board may
from time to time determine by resolution duly adopted at any meeting of the
board.
Special meetings of the Board of Directors shall be held at such time
and place, either within or without the State of Delaware, as may be fixed
by the Chairman or the President calling the meeting or by the Directors
requesting the meeting as specified in their request, as the case may be.
If no place is otherwise fixed, such regular and special meetings shall be
held at the principal office of the Corporation.
SECTION 10. Notice of Meetings. Notice of the time and place of each
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special meeting of the Board of Directors shall be given to each director at
least two days prior to the date of
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such meeting personally or by mail, telegram, cable or telephone. Neither
the business to be transacted at, nor the purpose of, any special meeting of
the Board of Directors need be specified in the notice of such meeting or
waiver of notice thereof.
SECTION 11. Quorum and Voting. A majority of the directors in office
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shall constitute a quorum for the transaction of business at any meeting of
the Board of Directors and the affirmative vote of a majority of the
directors present at any meeting at which a quorum is present shall
constitute the act of the Board of Directors, except as may be otherwise
provided by statute or by the Certificate of Incorporation. If a quorum
shall not be present at any meeting of the Board of Directors, a majority of
the directors present may adjourn the meeting from time to time, without
notice other than by announcement at the meeting, until a quorum shall be
present.
SECTION 12. Committees. The Board of Directors, by resolution,
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adopted by a majority of the entire board, may designate one or more
committees, including an Executive Committee, each committee to consist of
one or more of the directors of the Corporation. Each committee shall serve
at the pleasure of the Board of Directors and each member of each such
committee shall hold office until the next annual meeting of the Board of
Directors or until he shall cease to be a director, or until his death,
resignation or removal, or until the Board of Directors shall dissolve the
committee. Each committee shall have and may exercise all the powers and
authority of the board
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to the extent provided in the resolution, except as otherwise required by
law. Any member of any committee may be removed at any time, with or without
cause, by the vote of a majority of directors at any regular or special
meeting of the board. Vacancies in the membership of any committee shall be
filled by the Board of Directors at a regular or special meeting of the Board
of Directors by the vote of a majority of directors. Such committee or
committees shall have such name or names as may be determined from time to
time by resolution adopted by the Board of Directors. Each committee shall
keep regular minutes of its meetings and report the same to the Board of
Directors when required.
SECTION 13. Meetings by Conference Call. At any meeting of the Board
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of Directors, or any committee designated by the Board of Directors, any one
or more of the members thereof may participate in such meeting of the board
or of such committee by means of a conference telephone or similar
communications equipment allowing all persons participating in the meeting
to hear each other at the same time. Participation in a meeting by such
means shall constitute presence in person at the meeting.
SECTION 14. Written Consent in Lieu of Meeting. Any action required
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or permitted to be taken by the Board of Directors or any committee thereof
may be taken without a meeting if a consent in writing to the adoption of a
resolution authorizing the action so taken shall be signed by all the
directors or the members of the committee, as the case may be.
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SECTION 15. Compensation. The Board of Directors, irrespective of
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any personal interest of its members, shall have authority to establish
reasonable compensation, and allowances for expenses, of all directors for
services to the corporation as directors, committee members, officers, or
otherwise.
ARTICLE IV
NOTICES
SECTION 1. Notice by Mail. Whenever, under the provisions of any
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statute or of the Certificate of Incorporation or of these By-laws, notice
is required to be given to any director or shareholder and such notice is
given by mail, such notice shall be deemed to have been given when deposited
in the United States mail, with postage thereon prepaid, directed to the
director or shareholder at his address as it appears on the records of the
Corporation, or if he shall have filed a written request with the Secretary
that notices intended for him be mailed to some other address, then directed
to him at such other address.
SECTION 2. Waiver of Notice. Whenever under the provisions of any
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statute or of the Certificate of Incorporation or of these By-laws, any
notice of a meeting is required to be given to any director or shareholder,
a written waiver signed by the person or persons entitled to such notice,
either in person or by proxy if such person is a shareholder, whether before
or
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after the meeting, shall be deemed equivalent to the giving of such notice.
SECTION 3. Attendance at Meetings. The attendance of a person at
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any meeting, whether a shareholder, in person or by proxy, or a director,
shall constitute a waiver of notice by him, unless he attends for the express
purpose of objecting, at the beginning of the meeting, to the transaction of
any business because the meeting is not lawfully called or convened.
ARTICLE V
OFFICERS
SECTION 1. Number. The officers of the Corporation shall be a
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President, a Secretary, and a Treasurer, and may include a Chairman and one
or more Vice Presidents, one or more Assistant Secretaries, one or more
Assistant Treasurers, and such other officers as the Board of Directors may
from time to time determine. Two or more offices may be held by the same
person.
SECTION 2. Election and Term of Office. The officers of the
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Corporation shall be elected by the Board of Directors at any regular or
special meeting of the Board and each shall serve at the pleasure of the
Board.
SECTION 3. Resignations. Any officer may resign at any time by
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giving written notice to the Board of Directors, or to the Chairman, the
President or the Secretary of the Corporation. Any such resignation shall
take effect at the time of the receipt of such notice or at any later time
specified therein; and,
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unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.
SECTION 4. Chairman of the Board or the President. The board may
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designate either the Chairman of the Board or the President to be the Chief
Executive Officer and/or the Chief Operating Officer of the Corporation. The
Chief Executive Officer shall have supervision over the business, direction
and general management of the Corporation, and shall perform such other
duties as the Board of Directors may direct. The Chief Operating Officer
shall have general supervision over the operation of the business and shall
perform such other duties as the Board of Directors and the Chief Executive
Officer shall direct.
SECTION 5. Vice Presidents. The Vice Presidents shall exercise such
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powers and perform such duties as from time to time may be assigned to them
respectively by the Board, the Chairman, or the President.
SECTION 6. Secretary. The Secretary shall record all the votes of
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the stockholders and of the directors and shall maintain the minutes of the
meetings of the stockholders and of the Board of Directors; he shall see that
notices of meetings of the board and stockholders are given and that all
records and reports are properly kept and filed by the Corporation as
required by law; and, in general, he shall perform all duties incident to the
office of Secretary, and such other duties as may
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from time to time be assigned to him by the board, the Chairman, or the
President.
SECTION 7. Assistant Secretaries. In the absence or disability of
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the Secretary or when so directed by the Secretary, any Assistant Secretary
may perform all the duties of the Secretary, and, when so acting, shall have
all the powers of, and be subject to all the restrictions upon, the
Secretary. The Assistant Secretaries shall perform such other duties as from
time to time may be assigned to them respectively by the Board, the Chairman,
the President, or the Secretary.
SECTION 8. Treasurer. The Treasurer shall have charge of all
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financial records and reports of the Corporation and shall have or provide
for the custody of all funds and securities of the Corporation; and, in
general, he shall perform all duties incident to the office of Treasurer and
such other duties as may from time to time be assigned to him by the Board,
the Chairman, or the President.
SECTION 9. Assistant Treasurers. In the absence or disability of
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the Treasurer or when so directed by the Treasurer, any Assistant Treasurer
may perform all the duties of the Treasurer, and, when so acting, shall have
all the powers of, and be subject to all the restrictions upon, the
Treasurer. The Assistant Treasurers shall perform such other duties as from
time to time may be assigned to them respectively by the Board, the Chairman,
the President, or the Treasurer.
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SECTION 10. Compensation of Officers and Others. The compensation
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of all officers shall be fixed from time to time by the Board of Directors
or any Committee or officer authorized by the board to do so. No officer
shall be precluded from receiving such compensation by reason of the fact
that he is also a director of the Corporation.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS AND OFFICERS
SECTION 1. Indemnification. To the maximum extent permitted by the
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Delaware General Corporation Law as from time to time amended, the
Corporation shall indemnify its currently acting and its former directors,
officers, employees, and agents and those persons who, at the request of the
Corporation, served or have served another corporation, partnership, joint
venture, trust or other enterprise in one or more such capacities against any
and all liabilities incurred in connection with their services in such
capacities.
SECTION 2. Insurance. The Corporation shall have power to purchase
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and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or
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not the Corporation would have the power to indemnify him against such
liability under the provisions of these By-laws.
ARTICLE VII
BORROWING, DEPOSITS, PROXIES, ETC.
SECTION 1. Borrowing. No officer, agent or employee of the
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Corporation shall have any power or authority to borrow money on its behalf,
to pledge its credit, or to mortgage or pledge its real or personal property,
except within the scope and to the extent of the authority delegated by
resolution of the Board of Directors. Authority may be given by the Board
for any of the above purposes and may be general or limited to specific
instances.
SECTION 2. Deposits. All funds of the Corporation shall be
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deposited from time to time to the credit of the Corporation in such banks,
trust companies, or other depositories as the Board of Directors may approve
or designate, and all such funds shall be withdrawn only upon checks signed
by such one or more officers or employees as the Board shall from time to
time determine.
SECTION 3. Proxies. Unless otherwise ordered by the Board of
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Directors, any officer of the Corporation may appoint an attorney or
attorneys (who may be or include such officer himself), in the name and on
behalf of the Corporation, to cast the votes which the Corporation may be
entitled to cast as a stockholder or otherwise in any other corporation any
of whose
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stock or other securities are held by or for the Corporation, at meetings of
the holders of the stock or other securities of such other corporation, or,
in connection with the ownership of such stock or other securities, to
consent in writing to any action by such other corporation, and may instruct
the person or persons so appointed as to the manner of casting such votes of
giving such consent, and may execute or cause to be executed in the name and
on behalf of the Corporation and under its seal such written proxies or other
instruments as he may deem necessary or proper in the premises.
SECTION 4. Separate Books and Records, etc. The Corporation shall
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at all times (a) maintain and keep the Corporation's assets separate and
apart from any affiliate of the Corporation, and under separate registration,
and (b) maintain the Corporation's books and records separate and apart from
those of any affiliate of the Corporation.
ARTICLE VIII
CERTIFICATES FOR SHARES
SECTION 1. Form and Execution of Certificates. The shares of the
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Corporation shall be represented by certificates in such form as required by
statute and as shall be adopted from time to time by the Board of Directors.
The certificates shall be numbered consecutively and registered in the books
of the Corporation in the order in which they are issued, together with the
number of shares represented by each certificate, the name of
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the person to whom the certificate is issued and the date of issuance
thereof. Each certificate shall be signed by the Chairman, the President or
a Vice President and by the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer, may (but need not) be sealed with the
corporate seal or a facsimile thereof and shall be countersigned and
registered in such manner, if any, as the Board of Directors may prescribe.
The signatures of any such officers of the Corporation upon any certificate
may be facsimiles if the certificate is countersigned by a transfer agent or
registered by a registrar other than the Corporation itself or an employee
of the Corporation. No certificate shall be issued for any shares until such
share is fully paid. The certificate shall bear such legend thereon,
referring to such restrictions on transfer as may be required by law, as the
Secretary of the Corporation, on advice of counsel, may reasonably require.
SECTION 2. Lost, Stolen or Destroyed Certificates. The Board of
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Directors, in its discretion, may direct a new certificate to be issued in
place of any certificate theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed. Prior to authorizing such issue of a
new certificate or as a condition precedent to the issue thereof, the Board
of Directors, in its discretion, may require satisfactory proof of loss,
theft or destruction or a bond of indemnity as it deems adequate against any
claim that may be made against the
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Corporation with respect to the certificate alleged to have been lost, stolen
or destroyed.
SECTION 3. Transfers of Shares. The transfer or assignment of
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shares shall be made only upon the books of the Corporation by the registered
owner or by his duly authorized attorney. Upon surrender to the Corporation
of a certificate for shares duly endorsed or accompanied by proper evidence
of succession, assignment or authority to transfer, the Corporation shall
issue a new certificate to the person entitled thereto, and the older
certificate shall be canceled and the transaction recorded upon the books of
the Corporation.
SECTION 4. Fixing Record Date. For the purpose of determining
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shareholders entitled to notice of or to vote at any meeting of shareholders
or any adjournment thereof, or to express consent to corporate action in
writing without a meeting, or for the purpose of determining shareholders
entitled to receive payment of any dividend or other distribution or the
allotment of any rights, or for the purpose of determining shareholders
entitled to exercise any rights in respect of any change, conversion or
exchange of stock, or for the purpose of any other lawful action, the Board
of Directors may fix, in advance, a date as the record date for any such
determination of shareholders. Such date shall not be more than sixty days
prior to any other action. Only shareholders of record on the date so fixed
shall be entitled to receive notice of, or to vote at, such meeting or any
adjournment thereof, to give such consent, to receive payment
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of such dividend or distribution or the allotment of such right, to exercise
any such rights, or to take any other such action, notwithstanding any
transfer of any shares on the books of the Corporation subsequent to the
record date so fixed. If no such record date is fixed, the record date for
determining stockholders entitled to notice of or to vote at a meeting of the
stockholders shall be at the close of business on the tenth day preceding the
day on which the meeting is held; the record date for determining the
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 any other purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto.
SECTION 5. Registered Shareholders. The Corporation shall be
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entitled to recognize the exclusive right of a person registered in its books
as the owner of shares to receive dividends and to vote as such owner, and
shall not be bound to recognize any equitable or other claim to or interest
in such share or shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise provided by
law.
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ARTICLE IX
GENERAL PROVISION
SECTION 1. Dividends. Dividends on the outstanding shares of the
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Corporation may be declared by the Board of Directors in such amounts and at
such time or times as the Board may determine, subject to the provisions of
the Certificate of Incorporation and applicable law. Dividends may be paid
in cash, in shares of the Corporation's capital stock or bonds or in the
Corporation's property, including the shares or bonds of other corporations,
subject to any provisions of law or of the Certificate of Incorporation.
SECTION 2. Execution of Instruments. All corporate instruments and
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documents, with the exception of certificates for shares of the Corporation
as provided in Section 1 of ARTICLE VIII, shall be signed by such officers,
agents or employees of the Corporation as from time to time may be designated
by the Board of Directors or by such officer or officers to whom the Board
of Directors may delegate the power to so designate.
SECTION 3. Fiscal Year. The fiscal year of the Corporation shall
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begin on the first day of January in each year but may be changed from time
to time by resolution of the Board of Directors.
SECTION 4. Corporate Seal. The corporate seal shall have inscribed
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thereon the name of the Corporation, the year of its organization and the
words "Corporate Seal, Delaware". The
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seal may be used by causing it or a facsimile thereof to be impressed,
affixed, reproduced, engraved or printed.
SECTION 5. Bankruptcy. The Corporation shall not commence any case,
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proceeding or other action relating to bankruptcy, insolvency, reorganization
or relief of debtors, or seek to have an order for relief entered with
respect to it, or seek to adjudicate it a bankrupt or insolvent, or seek
reorganization, arrangement, winding up, liquidation, dissolution,
composition or other relief with respect to it or its debts or make a general
assignment for the benefit of creditors without the unanimous vote of the
entire Board of Directors.
ARTICLE X
AMENDMENTS
SECTION 1. These By-laws may be amended or repealed or new by-laws
may be adopted at any meeting of shareholders at which a quorum is present
or represented by the affirmative vote of the holders of a majority of shares
issued and outstanding and entitled to vote thereat, provided notice of the
general nature of the proposed change in the By-laws be 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 of Directors at any meeting of the Board.
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