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EXHIBIT 3.4
AMENDMENT TO BY-LAWS
RESOLVED, that, subject to shareholder ratification of the amendment
discussed in the preceding resolution, the first sentence of Article II, Section
1 of the Corporation's Bylaws be amended to read as follows:
"The management of all of the affairs, property and interest
of the Corporation shall be vested in a Board of Directors
consisting of from three (3) to fifteen (15) persons."; and be
it further
RESOLVED, that, subject to shareholder ratification of the amendment
discussed in the above resolutions and the effectiveness of the preceding
resolution, the Board of Directors hereby fixes the number of Directors
constituting the Board at three; and be it further
RESOLVED, that Article II, Section 11 of the Corporation's Bylaws be
deleted in its entirety and replaced as follows:
" (a) To the fullest extent permitted by law, either directly
or by the purchase of insurance or in part directly and in
part by the purchase of insurance, the Corporation shall
indemnify each natural person or, if deceased, his or her
personal representative made or threatened to be made by a
party to any action or proceeding, civil or criminal or
investigative, including an appeal therein against the
reasonable expenses, attorney's fees, judgments, fines and
amounts paid in settlement, if such person is made or
threatened to be made a party by reason of the fact that the
person or his or her testator or intestate is or was (1) an
officer, director, agent or employee of the Corporation or any
other corporation which has merged with or into the
Corporation; or (2) an officer, director, agent or employee of
or served in any capacity in any other corporation,
partnership, joint venture, trust or other enterprise, at the
request of this Corporation, provided that, in the case of a
person serving as an employee or in any other capacity in any
other corporation, partnership, joint venture, trust, or other
enterprises, that such person was at the time he or she was so
designated to serve this corporation an employee of this
Corporation; or (3) the occupant of a position or a member of
a committee of board or person having responsibilities under
federal or state law, including but not limited to
responsibilities under the Employee Retirement Income Security
Act of 1974, who was appointed to such position or to such
committee or board by the Board of the Corporation or by an
officer of this Corporation, or who served in such position or
on such committee or board at the request or direction of the
Board of this Corporation or of an officer of this
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Corporation, or who assumed such responsibilities at the
request or direction of the Board of this Corporation or of
any officer of the Corporation, provided only that such person
acted in good faith for the purpose which he or she reasonably
believed would be in the best interest of the Corporation, or
in the case of service for any other Corporation or
partnership, joint venture, trust, employee benefit plan, or
other enterprise, not opposed to the best interests of the
Corporation, and, in criminal proceedings, had no reasonable
cause to believe that this conduct was unlawful.
(b) The Corporation's obligations under this Article
II shall be reduced by the, amount of any insurance which is
available to any such person, whether such insurance is
purchased by the Corporation or otherwise. The right of
indemnity created herein shall be personal to the officer,
director, employee, or other person and their respective legal
representatives and, in no case, shall any insurance carrier
be entitled to be subrogated to any rights created herein.
(c) The right of indemnification conferred in this
Section shall be a contract right and shall include the right
to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final
disposition; provided, however, if the New York Business
Corporation Law requires, the payment of expenses incurred by
a director of officer in his or her capacity as a director or
officer in advance of the final disposition of a proceeding
shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such director or officer, to
repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be
indemnified under this Article or otherwise."
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