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EXHIBIT 3(b)
RESTATED CODE
OF
REGULATIONS
OF
SUPERCONDUCTIVE COMPONENTS, INC.
(ADOPTED JUNE 15, 1988)
ARTICLE ONE
MEETING OF SHAREHOLDERS
Section 1.01. ANNUAL MEETINGS. The annual meeting of the Shareholders
for the election of Directors, for the consideration of reports to be laid
before such meeting and for the transaction of such other business as may
properly come before such meeting, shall be held on such day and at such hour as
may be fixed from time to time by the Directors.
Section 1.02. SPECIAL MEETINGS. Special meetings of the Shareholders
may be held on any date. Calls for Special Meetings shall specify the time,
place and object or objects thereof, and no business other than that specified
in the call therefor shall be considered at any such meetings.
Section 1.03. CALLING OF MEETINGS. Meetings of the Shareholders may be
called only by the Chairman of the Board, the President or, in case of the
President's absence, death or disability, the Vice President authorized to
exercise the authority of the President, the Secretary, the Directors by action
at a meeting, or a majority of the Directors acting without a meeting, or the
holders of fifty percent (50%) of all shares outstanding and entitled to vote
thereat.
Section 1.04. PLACE OF MEETINGS. All meetings of Shareholders shall be
held at the principal office of the Corporation, unless otherwise provided by
action of the Directors. Meetings of Shareholders may be held at any place
within or without the State of Ohio.
Section 1.05. NOTICE OF MEETINGS.
(A) Written notice stating the time, place and purpose of a meeting of
the Shareholders shall be given by or at the direction of the President or
Secretary, either by personal delivery or by mail not less than seven nor more
than sixty days before the date of the meeting, to each Shareholder of record
entitled to notice of the meeting. If mailed, such notice shall be addressed to
the Shareholder at his address as it appears on the records of the Corporation.
Notice of adjournment of a meeting need not be given if the time and place to
which it is adjourned are fixed and announced at such meeting. In the event of a
transfer of shares after the record date for determining the Shareholders who
are entitled to receive notice of a meeting of Shareholders, it shall not be
necessary to give notice to the transferee. Nothing herein contained shall
prevent the setting of a record date in the manner provided by law, the Articles
or the Regulations for the determination of Shareholders who are entitled to
receive notice of or to vote at any meeting of Shareholders or for any purpose
required or permitted by law.
(B) Following receipt by the President or the Secretary of a request in
writing, specifying the purpose or purposes for which the persons properly
making such request have called a meeting of the Shareholders, delivered either
in person or by registered mail to such Officer by any persons entitled to call
a meeting of Shareholders, such Officer shall cause to be given to the
Shareholders entitled thereto notice of a meeting to be held on a date not less
than seven nor more than sixty days after the receipt of such request, as such
Officer may fix. If such notice is not given within twenty-one days after the
receipt of such request by the President or the Secretary, then, and only then,
the persons properly calling the meeting may fix the time of meeting and give
notice thereof in accordance with the provisions of the Regulations.
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Section 1.06. WAIVER OF NOTICE. Notice of the time, place and purpose
or purposes of any meeting of Shareholders may be waived in writing, either
before or after the holding of such meeting, by any Shareholder, which writing
shall be filed with or entered upon the records of such meeting. The attendance
of any Shareholder, in person or by proxy, at any such meeting without
protesting the lack of proper notice prior to or at the commencement of the
meeting shall be deemed to be a waiver by such Shareholder of notice of such
meeting.
Section 1.07. QUORUM. At any meeting of Shareholders, the holders of a
majority in amount of the voting shares of the Corporation then outstanding and
entitled to vote thereat, present in person or by proxy, shall constitute a
quorum for such meeting. The holders of a majority of the voting shares
represented at a meeting, whether or not a quorum is present, or the Chairman of
the Board, the President or the officer of the Corporation acting as Chairman of
the meeting, may adjourn such meeting from time to time and, if a quorum is
present at such adjourned meeting, any business may be transacted as if the
meeting had been held as originally called.
Section 1.08. VOTES REQUIRED. At all elections of Directors, the
candidates receiving the greatest number of votes shall be elected. Any other
matter submitted to the Shareholders for their vote shall be decided by the vote
of a majority in voting power of the shares present in person or by proxy
entitled to vote upon such matter or 'such other proportion of the shares, or of
any class of shares, or of each class, as is required by law, the Articles or
the Regulations.
Section 1.09. ORDER OF BUSINESS. The order of business at any meeting
of Shareholders shall be determined by the officer of the Corporation acting as
Chairman of such meeting unless otherwise determined by a vote of the holders of
a majority of the voting shares of the Corporation present in person or by proxy
and entitled to vote at such meeting.
Section 1.10. VOTING BY SHAREHOLDERS. At any meeting of the
Shareholders, each Shareholder of the Corporation shall, except as otherwise
provided by law or by the express terms of such shares, be entitled to one vote
either in person or by proxy, for each share of the Corporation registered in
his name on the books of the Corporation (1) on the date fixed by the Board of,
Directors as the record date for the determination of Shareholders entitled to
vote at such meeting, notwithstanding the prior or subsequent sale or other
disposition of such share or shares or transfer of the same on the books of the
Corporation after the date so fixed, or (2) if no such record date shall have
been fixed, then as of the day next preceding the date of the meeting.
Section 1.11. RECORD DATE. The Directors may fix a record date for any
lawful purpose, including without limitation, the determination of Shareholders
entitled to (1) receive notice of or to vote at any meeting, (2) receive payment
of any dividend or distribution, (3) receive or exercise rights of purchase of
or subscription for, or exchange or conversion of, shares or other securities,
subject to any contract right with respect thereto, or (4) participate in the
execution of written consents, waivers or releases. Said record date shall not
be a date earlier than the date on which it is fixed, and shall not be more than
sixty days preceding the date of such meeting, the date fixed for payment of any
dividend or distribution, or the date fixed for the receipt or exercise of
rights, as the case may be.
Section 1.12. PROXIES. At meetings of the Shareholders, any Shareholder
of record entitled to vote thereat or to execute consents, waivers and releases
may be represented at such meeting or vote thereat, and may execute consents,
waivers and releases and exercise any of his other rights by proxy or proxies
appointed by an instrument in writing signed by such Shareholder, but such
instrument shall be filed with the Secretary of the meeting before the person
holding such proxy shall be allowed to vote thereunder.
Section 1.13. INSPECTORS OF ELECTION. In advance of any meeting of
Shareholders, the Directors may appoint inspectors of election to act at such
meeting or any adjournment thereof; if inspectors are not so appointed, the
Officer of the Corporation acting as Chairman of any such meeting may make such
appointment. In case any person appointed as inspector fails to appear or act,
the vacancy may be filled only by appointment made by the Directors in advance
of such meeting or, if not so filled, at the meeting by the Officer of the
Corporation acting as Chairman of such meeting. No other person or persons may
appoint or require the appointment of inspectors of election.
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ARTICLE TWO
DIRECTORS
Section 2.01. AUTHORITY AND QUALIFICATIONS. Except where the law, the
Articles or the Regulations otherwise provide, all authority of the Corporation
shall be exercised by or under the direction of a Board of Directors. Directors
need not be Shareholders of the Corporation.
Section 2.02. NUMBER OF DIRECTORS. The number of Directors may be
determined from time to time by the Directors, but the number of Directors shall
not be reduced so as to abolish the office of a Director during his term. The
number of Directors may also be determined at any meeting of the Shareholders
called for the purpose of electing Directors, at which a quorum is present, by
the affirmative vote of a majority of the shares that are represented at the
meeting and entitled to vote on the proposal. The number of Directors shall be
not less than three nor more than fifteen unless all of the shares of the
Corporation are owned of record by one or two shareholders, in which event the
number of directors may be less than three, but not less than the number of
Shareholders. In the event the Directors fail to fix the number of directors,
there shall be three. By a vote of a majority of those Directors in office, the
Directors may fill any Director's office that is created by an increase in the
number of Directors.
Section 2.03. TERM OF OFFICE. Except as hereinafter provided, Directors
shall be elected to hold office until the next annual meeting of Shareholders
and until their successors are elected and qualified.
Section 2.04. ELECTION. At each annual meeting of Shareholders for the
election of Directors, the successors to the Directors shall be elected, but if
the annual meeting is not held or if one or more of such Directors is not
elected thereat, they may be elected at a special meeting called for that
purpose.
Section 2.05. REMOVAL.
(A) The Directors may remove any Director if, by order of court, he has
been found to be of unsound mind or if he is adjudicated a bankrupt.
(B) All the Directors or any individual Director may be removed from
office, without assigning any cause, by the vote of the holders of three-fourths
(3/4) of the voting power entitling them to elect Directors in place of those to
be removed, provided that unless all the Directors are removed, no individual
Director shall be removed in case the votes of a sufficient number of shares are
cast against his removal which, if cumulatively voted at an election of all the
Directors, would be sufficient to elect at least one Director. In case of any
such removal, a new Director may be elected at the same meeting for the
unexpired term of each Director removed.
Section 2.06. VACANCIES. A vacancy in the Board of Directors shall
exist in the event (1) a Director dies or resigns, (2) a Director is removed by
the Board of Directors, (3) a Director is removed by the Shareholders and the
Shareholders fail to elect a new Director to fill the unexpired term or (4) the
Shareholders fail at any time to elect the whole authorized number of Directors.
The remaining Directors, though less than a majority of the whole authorized
number of Directors, may, by a vote of the majority of their number, fill any
vacancy in the Board of Directors for the unexpired term.
Section 2.07. MEETINGS. The Directors shall hold such meetings as may
from time to time be called by the Chairman of the Board, the President or any
two Directors. Meetings of Directors shall be held at the principal office of
the Corporation or at such other place within or without the State of Ohio as
the Directors may from time to time determine. Meetings of the Directors may be
held through any communications equipment if all persons participating can hear
each other and participation in a meeting pursuant to this provision shall
constitute presence at such meeting.
Section 2.08. NOTICE OF MEETINGS. Notice of the time and place of each
meeting of Directors for which such notice is required by law, the Articles, the
Regulations or the Bylaws shall be given to each of the Directors by any of the
following methods:
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(1) In a writing mailed not less than three days before such
meeting and addressed to the residence or usual place of
business of a Director, as such address appears on the records
of the Corporation; or
(2) By telegraph, cable, radio, wireless or a writing sent or
delivered to the residence or usual place of business of a
Director as the same appears on the records of the
Corporation, not later than two days before the date on which
such meeting is to be held; or
(3) Personally or by telephone not later than the day before the
date on which such meeting is to be held.
Notice given to a Director by any one of the methods specified in the
Regulations shall be sufficient, and the method of giving notice to all
Directors need not be uniform. Notice of any meeting of Directors may be given
only by the Chairman of the Board, the President or the Secretary or an
Assistant Secretary of the Corporation. No such notice need specify the purpose
or purposes of the meeting. Notice of adjournment of a meeting of Directors need
not be given if the time and place to which it is adjourned are fixed and
announced at such meeting.
Section 2.09. WAIVER OF NOTICE. Notice of any meeting of Directors may
be waived in writing, either before or after the holding of such meeting, by any
Director, which writing shall be filed with or entered upon the records of the
meeting. The attendance of any Director at any meeting of Directors without
protesting, prior to or at the commencement of the meeting, the lack of proper
notice, shall be deemed to be a waiver by him of notice of such meeting.
Section 2.10. QUORUM. A majority of the whole authorized number of
Directors shall be necessary to constitute a quorum for a meeting of Directors,
except that a majority of the Directors in office shall constitute a quorum for
filling a vacancy in the Board. The act of a majority of the Directors present
at a meeting at which a quorum is present is the act of the Board, except as
otherwise provided by law, the Articles or the Regulations.
Section 2.11. EXECUTIVE COMMITTEE. The Directors may create an
Executive Committee or any other committee of Directors, to consist of not less
than three Directors, and may authorize the delegation to such Executive
Committee or other committees of any of the authority of the Directors, however
conferred, other than that of filling vacancies among the Directors or in the
Executive Committee or in any other committee of the Directors. The Executive
Committee or any other committee of Directors shall serve at the pleasure of the
Directors, shall act only in the intervals between meetings of the Directors and
shall be subject to the control and direction of the Directors. The Executive
Committee or other committee of Directors may act by a majority of its members
at a meeting or by a writing or writings signed by all of its members. The
Executive Committee and any other committee shall keep records of its
proceedings. Any act or authorization of an act by the Executive Committee or
any other committee within the authority delegated to it shall be as effective
for all purposes as the act or authorization of the Directors. No notice of a
meeting of the Executive Committee or of any other committee of Directors shall
be required. A meeting of the Executive Committee or of any other committee of
Directors may be called only by the President or by a member of such Executive
or other committee of Directors, and may be held through any communications
equipment if all persons participating can hear each other. Participation in a
meeting by communications equipment shall constitute presence at such a meeting.
An Executive Committee or other committee, once created and appointed, shall
continue in office until expressly dissolved, terminated, reorganized or
replaced.
Section 2.12. COMPENSATION. The Directors, by the affirmative vote of a
majority in office and irrespective of any personal interest of any of them,
shall have authority to establish reasonable compensation for any Director or
Officer, for services rendered or to be rendered to the Corporation, including,
but not limited to the following types of programs: short-term incentives,
stock-related long-term incentives, performance-related long-term incentives,
deferred compensation plans, disability benefits, death benefits, insurance and
other fringe benefits.
Section 2.13. BYLAWS. The Directors may adopt, and amend from time to
time, Bylaws for their own government, which Bylaws shall not be inconsistent
with the law, the Articles or the Regulations.
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ARTICLE THREE
OFFICERS
Section 3.01. OFFICERS. The Officers of the Corporation to be elected
by the Directors shall be a President, a Secretary, a Treasurer and such other
Officers and assistant Officers as the Directors may from time to time elect. A
Chairman of the Board, if elected, must be a Director. Officers of the
Corporation may be paid such compensation as the Board of Directors may
determine. Any two or more offices may be held by the same person, but no
Officer shall execute, acknowledge or verify any instrument in more than one
capacity if such instrument is required by law, the Articles, the Regulations or
the Bylaws to be executed, acknowledged or verified by two or more Officers.
Section 3.02. TENURE OF OFFICE. The Officers of the Corporation shall
hold office at the pleasure of the Directors. Any Officer of the Corporation may
be removed, either with or without cause, at any time, by the affirmative vote
of a majority of all the Directors then in office; such removal, however, shall
be without prejudice to the contract rights, if any, of the person so removed.
Section 3.03. DUTIES. Officers shall have such authority and shall
perform such duties as are determined by the Directors.
ARTICLE FOUR
SHARES
Section 4.01. CERTIFICATES. Certificates evidencing ownership of shares
of the Corporation shall be issued to those entitled to them. Each certificate
evidencing shares of the Corporation shall bear a distinguishing number, the
signatures of the Chairman of the Board, the President or a vice President, and
of the Secretary or an Assistant Secretary (except that when any such
certificate is countersigned by an incorporated transfer agent or registrar,
such signatures may be facsimile, engraved, stamped or printed), and such
recitals as may be required by law.
Section 4.02. TRANSFERS. Where a certificate evidencing a share or
shares of the Corporation is presented to the Corporation or its proper agents
with a request to register transfer, the transfer shall be registered as
requested if:
(1) An appropriate person signs on each certificate so presented
or signs on a separate document an assignment or transfer of
shares evidenced by each such certificate, or signs a power to
assign or transfer such shares, or when the signature of an
appropriate person is written without more on the back of each
such certificate; and
(2) Reasonable assurance is given that the endorsement of each
appropriate person is genuine and effective; the Corporation
or its agents may refuse to register a transfer of shares
unless the signature of each appropriate person is guaranteed
by a commercial bank or trust company; and
(3) All applicable laws relating to the collection of transfer or
other taxes have been complied with; and
(4) The Corporation or its agents are not otherwise required or
permitted to refuse to register such transfer.
Section 4.03. TRANSFER AGENTS AND REGISTRARS. The Directors may appoint
one or more agents to transfer or to register shares of the Corporation, or
both.
Section 4.04. LOST, WRONGFULLY TAKEN OR DESTROYED CERTIFICATES. Except
as otherwise provided by law, where the owner of a certificate evidencing shares
of the Corporation claims that such certificate has been lost, destroyed or
wrongfully taken, the Officers must cause the Corporation to issue a new
certificate in place of the original certificate if the owner:
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(1) So requests before the Corporation has notice that such
original certificate has been acquired by a bona fide
purchaser; and
(2) Files with the Corporation or its agents any indemnity bond
requested by the Corporation, with surety or sureties
satisfactory to the Corporation, in such sum as the Officers
may, in their discretion, deem reasonably sufficient as
indemnity against any loss or liability that the Corporation
may incur by reason of the issuance of each such new
certificate; and
(3) Satisfies any other reasonable requirements which may be
imposed by the Officers or Directors, in their discretion.
ARTICLE FIVE
INDEMNIFICATION AND INSURANCE
Section 5.01. GENERAL INDEMNIFICATION. The Corporation (1) shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that he is or was a Director
of the Corporation, or while a Director of the Corporation is or was serving at
the request of the Corporation as a director, trustee, fiduciary, officer,
employee, partner, joint venturer or agent of another corporation, domestic or
foreign, nonprofit or for profit, partnership, joint venture, trust, employee
benefit plan or other enterprise, and (2) may indemnify or agree to indemnify
any person who is or was a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he is or was an Officer,
employee or agent of the Corporation, or while an Officer, employee or agent of
the Corporation is or was serving at the request of the Corporation as a
director, trustee, fiduciary, officer, employee, partner, joint venturer or
agent of another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement or conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
Section 5.02. SUITS BY THE CORPORATION. The Corporation may indemnify
or agree to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the
right of the Corporation to procure a judgment in its favor by reason of the f
act that he is or was a Director, Officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, trustee,
fiduciary, officer, employee, partner, joint venturer, or agent of another
corporation, domestic or foreign, nonprofit or for profit, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses
(including attorney's fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation. No such indemnification shall be made in
respect of (1) any claim, issue or matter as to which such person is adjudged to
be liable for negligence or misconduct in the performance of his duty to the
Corporation unless and only to the extent that the court of common pleas or the
court in which such action or suit was brought determines upon application that,
despite the adjudication of liability, but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses as the court of common pleas or such other court shall deem proper; or
(2) any action or suit in which the only liability asserted against a Director
is pursuant to Section 1701.95 of the Ohio Revised Code.
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Section 5.03. INDEMNIFICATION FOR EXPENSES. To the extent that a
director, trustee, fiduciary, officer, employee, partner, joint venturer or
agent has been successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in Sections 5.01 and 5.02, including any action
or suit brought against a Director pursuant to Section 1701.95 of the Ohio
Revised Code, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorney's fees) actually and reasonably
incurred by him in connection with the action, suit or proceeding.
Section 5.04. DETERMINATION REQUIRED. Any indemnification under
Sections 5.01 and 5.02 (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a determination that
the indemnification of the director, trustee, fiduciary, officer, employee,
partner, joint venturer or agent is proper in the circumstances because he has
met the applicable standard of conduct set forth in Sections 5.01 and 5.02. Such
determination shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of Directors who were not and are not parties to, or
threatened with, such action, suit or proceeding; (2) if such a quorum is not
obtainable or if a majority of a quorum of disinterested Directors so directs,
in a written opinion by independent legal counsel other than an attorney, or a
firm having associated with it an attorney, who has been retained by or who has
performed services for the Corporation or any person to be indemnified within
the past five years; (3) by the Shareholders; or (4) by the court of common
pleas or the court in which the action, suit or proceeding was brought. Any
determination made by the disinterested Directors or by independent legal
counsel under this Section 5.04 shall be promptly communicated to the person who
threatened or brought the action or suit by or in the right of the Corporation
under Section 5.02, and such person shall have the right, within ten days after
receipt of such notification, to petition the court of common pleas or the court
in which action or suit was brought to review the reasonableness of such
determination.
Section 5.05. ADVANCES FOR EXPENSES.
(A) Expenses (including attorney's fees) incurred by a Director in
defending any civil or criminal action, suit or proceeding referred to in
Sections 5.01 and 5.02 of this Article Five, except where the only liability
asserted against a Director is pursuant to Section 1701.95 of the Ohio Revised
Code, shall be paid by the Corporation as they are incurred, in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the Director in which he agrees to (1) repay such
amount if it is proved by clear and convincing evidence in a court of competent
jurisdiction that his action or failure to act involved an act or omission
undertaken with deliberate intent to cause injury to the Corporation or
undertaken with reckless disregard for the best interests of the Corporation;
and (2) reasonably cooperate with the Corporation concerning the action suit, or
proceeding.
(B) Expenses (including attorney's fees) incurred by a director,
trustee, fiduciary, officer, employee, partner, joint venturer or agent in
defending any action, suit, or proceeding referred to in Sections 5.01 and 5.02
of this Article Five, including any action or suit brought against a Director
pursuant to Section 1701.95 of the Revised Code, may be paid by the Corporation
as they are incurred in advance of the final disposition of the action, suit or
proceeding as authorized by the Directors in the specific case upon receipt of
an undertaking by or on behalf of the director, trustee, fiduciary, officer,
employee, partner, joint venturer or agent to repay such amount, if it is
ultimately determined that he is not entitled to be indemnified by the
Corporation.
Section 5.06. ARTICLE FIVE NOT EXCLUSIVE. The indemnification
authorized by this Article Five shall not be deemed exclusive of, and shall be
in addition to, any other rights granted to those seeking indemnification under
the Articles, common law, the General Corporation Law of the State of Ohio, the
Regulations or any agreement, vote of Shareholders or disinterested Directors,
or otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, trustee, fiduciary, officer, employee, partner,
joint venturer or agent and shall inure to the benefit of the heirs, executors
and administrators of such a person.
Section 5.07. INSURANCE. The Corporation may purchase and maintain
insurance or furnish similar protection, including but not limited to trust
funds, letters of credit or self-insurance, on behalf of or for 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, trustee, fiduciary,
officer, employee, partner, joint venturer or agent of another corporation,
domestic or foreign, nonprofit or for profit, partnership, joint venture, trust,
employee benefit plan or
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other enterprise, against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article Five. Insurance may be purchased from or
maintained with a person in which the Corporation has a financial interest.
Section 5.08. SECTIONS 5.01 AND 5.02 NOT EXCLUSIVE. The authority of
the Corporation to indemnify persons pursuant to Sections 5.01 and 5.02 of this
Article Five does not limit the payment of expenses as they are incurred,
indemnification, insurance or other protection that may be provided pursuant to
any other Section of this Article Five. Sections 5.01 and 5.02 of this Article
Five do not create any obligation to repay or return payments made by the
Corporation under any other Section of this Article Five.
Section 5.09. DEFINITION OF "THE CORPORATION". As used in this Article
Five, references to "the Corporation" include all constituent corporations in a
consolidation or merger and the new or surviving corporation, so that any person
who is or was a director, officer, employee, or agent of such a constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, trustee, fiduciary, officer, employee, partner, joint venturer or
agent of another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust, employee benefit plan or other enterprise,
shall stand in the same position under the provisions of this Article Five with
respect to the new or surviving corporation as he would if he had served the new
or surviving corporation in the same capacity.
ARTICLE SIX
SEAL
Section 6.01. SEAL NOT REQUIRED. The Corporation shall not be required
to have a seal. Provided, however, the Officers may provide a suitable seal. A
duplicate seal or seals may be kept and used by any Officers of the Corporation
or by any transfer agent of the Corporation's shares.
ARTICLE SEVEN
ACTION WITHOUT A MEETING
Section 7.01. ACTION BY SHAREHOLDERS OR DIRECTORS WITHOUT A MEETING.
Anything contained in the Regulations to the contrary notwithstanding, any
action which may be authorized or taken at a meeting of the Shareholders or of
the Directors or of a committee of the Directors, as the case may be, may be
authorized or taken without a meeting with the affirmative vote or approval of,
and in a writing or writings signed by, all the Shareholders who would be
entitled to notice of a meeting of the Shareholders held for such purpose, or
all the Directors, or all the members of such committee of the Directors,
respectively, which writings shall be filed with or entered upon the records of
the Corporation.
ARTICLE EIGHT
AMENDMENTS TO REGULATIONS
Section 8.01. AMENDMENTS AT A MEETING. The Regulations may be amended,
or new Regulations may be adopted, at a meeting of Shareholders held for such
purpose, by the affirmative vote of holders of shares entitling them to exercise
a majority of the voting power of the Corporation on such proposal, or the
affirmative vote of the holders of a majority of the voting power of each class
or classes of shares of the Corporation entitled to vote on such proposal as a
class, provided that such amendment or adoption is recommended for approval by
at least three-fourths (3/4) of the Directors of the Corporation. Unless at
least three-fourths (3/4) of the Directors of the Corporation recommend the
approval of such amendment or adoption, the affirmative vote of holders of
shares entitling them to exercise at least three-fourths (3/4) of the voting
power of the Corporation on such proposal or of
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three-fourths (3/4) of the voting power of each class or classes of shares of
the Corporation entitled to vote on such proposal as a class shall be required.
Section 8.2. AMENDMENTS WITHOUT A MEETING. The Regulations may be
amended or new Regulations may be adopted without a meeting by the written
consent of holders of shares entitling them to exercise three-fourths (3/4) of
the voting power of the Corporation on such proposal or by the written consent
of the holders of three-fourths (3/4) of the voting power of each class or
classes of the Corporation entitled to vote on such proposal as a class.
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