Exhibit 3.72
Adopted: November 27, 2002
BY-LAWS
OF
APPLIED SIGNAL AND IMAGE TECHNOLOGY, INC.
ARTICLE I
STOCKHOLDERS
Section 1.1Annual Meeting. The annual meeting of the Stockholders of Applied Signal and Image Technology, Inc. (the “Corporation”) shall be held each year after the close of the Corporation’s fiscal year, on a day to be duly designated by the Board of Directors, for the purpose of electing Directors and for the transaction of any other corporate business that may come before the meeting.
Section 1.2Special Meetings. A special meeting of the Stockholders may be called, at any time and for any purpose or purposes, by the President, by a Vice President or by a majority of the Board of Directors. Additionally, a special meeting of the Stockholders shall be called forthwith by the President or by a Vice President, at any time, upon the written request of the Stockholders entitled to cast at least twenty-five percent (25%) of all the votes entitled to be cast at the meeting. Whenever a special meeting is called by written request of the Stockholders, the request shall state the purpose or purposes of the meeting. Business transacted at any special meeting of Stockholders shall be confined to the purpose or purposes stated in the notice of the meeting.
Section 1.3Place of Holding Meetings. All meetings of Stockholders shall be held at the principal office of the Corporation, or elsewhere in the United States as may be designated by the Board of Directors. In addition, Stockholders may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time, and such participation in a meeting shall be deemed to constitute presence in person at such meeting.
Section 1.4Notice of Meetings. Written notice of each meeting of the Stockholders shall be given to each Stockholder entitled to vote in accordance with Section 7.2 of these By-Laws, at least ten (10) days and not more than ninety (90) days before the meeting. The notice shall state the place, day, and hour at which the meeting is to be held; in the case of a special meeting, the notice also shall state briefly the purpose or purposes of that special meeting. Only Stockholders who are entitled to vote at a meeting are entitled to notice and to attend the meeting.
Section 1.5Quorum. Except as otherwise specifically provided by law, by the Charter of the Corporation, or by these By-Laws, at each meeting of the Stockholders, the presence in person or by proxy of the holders of record of a majority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote at the meeting constitutes a quorum. If
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less than a quorum is in attendance at the time for which the meeting has been called, the meeting may be adjourned from time to time by a majority vote of the Stockholders present in person or by proxy, without any notice other than by announcement at the meeting until a quorum is in attendance.
Section 1.6Conduct of Meetings. Each meeting of the Stockholders shall be presided over by a chairman. The chairman shall be the President of the Corporation or, if the President is not present, a Vice President, or, if none of these Officers is present, a person to be elected at the meeting. The Secretary of the Corporation or, if the Secretary is not present, any Assistant Secretary shall act as secretary of the meeting; in the absence of the Secretary and any Assistant Secretary, the chairman of the meeting shall appoint a person to act as secretary of the meeting.
Section 1.7Voting.
A. At each meeting of the Stockholders, every Stockholder entitled to vote at the meeting has one (1) vote for each share of Class A or Class B Common Stock standing in his or her name on the books of the Corporation on the date established for the determination of Stockholders entitled to vote at that meeting. With the exception of the election of directors where each class of stock shall vote separately as a class, in all other matters in which action is or may be taken by the stockholders, the Class A and Class B Stockholders shall be considered as one class of stock for voting purposes. A vote may be cast by a Stockholder either in person or by written proxy signed by the Stockholder or signed by the Stockholder’s duly authorized attorney in fact. Unless the written proxy expressly provides for a longer period, it shall bear a date not more than eleven (11) months prior to the meeting. The written proxy shall be dated, but need not be sealed, witnessed, or acknowledged.
B. Except as otherwise specifically provided by law, by the Charter of the Corporation, by these By-Laws, or by any Shareholders’ Agreement then in effect, all elections shall be had and all questions shall be decided by a majority of the votes cast at a duly constituted meeting.
Section 1.8Informal Action by Stockholders. Any action required or permitted to be taken at any meeting of the Stockholders may be taken without a meeting pursuant to the provisions of Section 2-505 of the Corporations and Associations Article of the Maryland Code, as from time to time amended.
ARTICLE II
BOARD OF DIRECTORS
Section 2.1General Powers. The property and business of the Corporation shall be managed under the direction of the Board of Directors of the Corporation.
Section 2.2Number and Term of Office. The number of Directors shall be five (5), or such other number as may be approved by the affirmative vote of the holders of seventy percent (70%) of all of the outstanding Class A and Class B Common Stock (voted together as though one class). However, the number of Directors may not be less than either the minimum required by law or the minimum, if any, required by the Charter of the Corporation. Directors need not be Stockholders. Except as otherwise provided in these By-Laws, the Directors shall be elected
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each year at the annual meeting of the Stockholders, and each Director shall serve until his or her successor is duly elected and qualifies.
Section 2.3Election of Directors by Class A and Class B Stockholders. The holders of the Class A Common Stock, to the exclusion of the holders of the Class B Common Stock, are entitled to nominate and elect three (3) directors by majority vote of the Class A Stockholders. Those directors shall be designated as the Class A Directors. In the event of the death, disability, removal, resignation, or refusal to act of any Class A Director, the holders of the Class A Common Stock, to the exclusion of the holders of the Class B Common Stock, are entitled to nominate and elect a new Class A Director to fill the vacancy created by that death, disability, removal, resignation, or refusal to act.
The holders of the Class B Common Stock, to the exclusion of the holders of the Class A Common Stock, are entitled to nominate and elect two (2) directors by majority vote of the Class B Stockholders. Those directors shall be designated as the Class B Directors. In the event of the death, disability, removal, resignation, or refusal to act of any Class B Director, the holders of the Class B Common Stock, to the exclusion of the holders of the Class A Common Stock, are entitled to nominate and elect a new Class B Director to fill the vacancy created by that death, disability, removal, resignation, or refusal to act.
Section 2.4Removal of Directors.
A. The Class A Stockholders may remove any Class A Director from office, with or without cause, by majority vote of the Class A Stockholders.
B. The Class B Stockholders may remove any Class B Director from office, with or without cause, by majority vote of the Class B Stockholders.
Section 2.5Filling of Vacancies Created by An Increase in the Number of Directors.
A. If a vacancy in the Board of Directors results from an increase in accordance with these By-Laws of the number of Directors, a majority of the entire Class A and Class B Board of Directors may elect the person to fill that vacancy.
B. A Director elected to fill a vacancy shall serve until the next annual meeting of the Stockholders and, thereafter, until his or her successor is duly elected and qualifies.
Section 2.6Annual and Regular Meetings. The annual meeting of the Board of Directors shall be held immediately following the annual Stockholders’ meeting at which a Board of Directors is elected. Regular meetings of the Board of Directors may be held, without notice, at such time and place as determined from time to time by resolution of the Board. However, notice of every resolution of the Board fixing or changing the time or place for the holding of regular meetings of the Board shall be mailed to each Director at least ten (10) days before the first meeting held pursuant to that resolution. Any business may be transacted at the annual meeting and at any regular meeting of the Board.
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Section 2.7Special Meetings. A special meeting of the Board of Directors may be called, at any time and for any purpose or purposes, by the President or by a Vice President. Additionally, a special meeting of the Board of Directors shall be called forthwith by the President or by the Secretary upon the written request of a majority of the Board of Directors. Written notice of each special meeting of the Board of Directors shall be given to each Director by mailing that notice, in accordance with Section 7.2 of these By-Laws, at least five (5) days before the meeting, or by faxing, e-mailing or hand-delivering that notice at least three (3) days before the meeting. Any business may be transacted at any special meeting of the Board. Any Director may, in writing, waive notice of the time, place, and purposes of any special meeting. Any special meeting may adjourn from time to time to reconvene at the same or some other place, and no notice need be given of the reconvened meeting other than by announcement at the adjourned meeting.
Section 2.8Place of Meeting and Offices. The Board of Directors may hold its meetings, have one or more offices, and keep the books of the Corporation at such place or places, either within or without the State of Maryland, as determined from time to time by resolution of the Board of Directors. Members of the Board of Directors or a committee of the Board of Directors may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time, and such participation in a meeting shall be deemed to constitute presence in person at such meeting.
Section 2.9Quorum/Voting. At each meeting of the Board of Directors, a majority of the entire Class A and Class B Board of Directors constitutes a quorum for the transaction of business. If less than a quorum is present at any meeting, a majority of those present may adjourn the meeting from time to time At each meeting of the Board of Directors, each Class A and Class B Director shall have one (1) vote. Except as otherwise specifically provided by law, by the Charter of the Corporation, by these By-Laws or by any Shareholders’ Agreement then in effect, all matters and questions to be decided by the Board of Directors shall be decided by majority vote of all of the Class A and Class B Directors present at any meeting at which there is a quorum.
Section 2.10Compensation of Directors. Unless otherwise approved by the Stockholders of the Corporation, Directors shall not receive any stated salary for their services as such. However, each Director is entitled to receive from the Corporation reasonable reimbursement of the expenses incurred by the Director in attending any annual, regular, or special meeting of the Board or of a committee of the Board. Nothing contained in this Section shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation for that service.
Section 2.11Executive Committee. By resolution of at least 4 of the 5 Directors, the Board may appoint an executive committee consisting of two or more
Section 2.12Directors. The executive committee may exercise all of the powers and authority delegated to it by the Board of Directors.
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Section 2.13Informal Action by Directors. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee of the Board may be taken without a meeting pursuant to the provisions of Section 2-408 of the Corporations and Associations Article of the Maryland Code, as from time to time amended.
ARTICLE III
OFFICERS
Section 3.1Election, Tenure, and Compensation. The Officers of the Corporation shall be a President, a Vice President, a Secretary, and a Treasurer. The Corporation shall have such other Officers e.g., one or more Executive Vice Presidents, Assistant Secretaries or Assistant Treasurers as the Board of Directors from time to time considers necessary for the proper conduct of the business of the Corporation. The Officers shall be elected by the Board of Directors and shall serve at the pleasure of the Board. The President shall be a Director; the other Officers may, but need not be, Directors. Any two or more offices, except those of President and Vice President, may be held by the same person; however, no Officer may execute, acknowledge, or verify any instrument in more than one capacity if that instrument is required by law or by these By-Laws to be executed, acknowledged, or verified by two or more Officers. The compensation or salary paid all Officers of the Corporation may be fixed by resolutions of the Board of Directors.
Section 3.2Powers and Duties of the President. The President shall be the Chief Executive Officer of the Corporation and shall have general charge and control of all its business affairs and properties. The President shall preside at all meetings of the Stockholders and Directors. The President may sign and execute all authorized bonds, contracts, or other obligations in the name of the Corporation. The President shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation. The President shall be ex-officio a voting member of all standing committees. The President shall perform such other duties as from time to time are assigned to the President by the Board of Directors.
Section 3.3Powers and Duties of the Vice President. The Board of Directors may appoint one or more Vice Presidents. Each Vice President (except as otherwise provided by resolution of the Board of Directors) shall have the power to sign and execute all authorized bonds, contracts, or other obligations in the name of the Corporation. Each Vice President shall have such other powers and shall perform such other duties as from time to time are assigned to that Vice President by the Board of Directors or by the President. In case of the absence or disability of the President, the duties of that office shall be performed by a Vice President; the taking of any action by any Vice President in place of the President shall be conclusive evidence of the absence or disability of the President.
Section 3.4Secretary. The Secretary shall give, or cause to be given, notice of all meetings of Stockholders and Directors and all other notices required by law or by these By-Laws. The Secretary shall record all of the proceedings of the meetings of the Stockholders and of the Directors in books provided for that purpose and shall perform such other duties as from time to time are assigned to the Secretary by the Board of Directors or the President. The Secretary shall attest to or witness all instruments executed by or on behalf of the Corporation
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requiring same. In general, the Secretary shall perform all the duties generally incident to the office of Secretary of a corporation, subject to the control of the Board of Directors and the President.
Section 3.5Treasurer. The Treasurer shall have custody of all the funds and securities of the Corporation and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. The Treasurer shall deposit all of the Corporation’s money and other valuables in the name and to the credit of the Corporation in such depository or depositories as from time to time designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as ordered by the Board of Directors, taking proper vouchers for those disbursements. The Treasurer shall render to the President and the Board of Directors, whenever either of them so requests, an account of all of his or her transactions as Treasurer and of the financial condition of the Corporation. In general, the Treasurer shall perform all the duties generally incident to the office of treasurer of a corporation, subject to the control of the Board of Directors and the President.
Section 3.6Assistant Secretary. The Stockholders or the President may appoint one or more Assistant Secretaries. Each Assistant Secretary (except as otherwise provided by resolution of the Board of Directors) shall have the power to perform all duties of the Secretary in the absence or disability of the Secretary and shall have such other powers and shall perform such other duties as from time to time are assigned to that Assistant Secretary by the Board of Directors or the President. In case of the absence or disability of the Secretary, the duties of that office shall be performed by an Assistant Secretary; the taking of any action by any Assistant Secretary in place of the Secretary shall be conclusive evidence of the absence or disability of the Secretary.
Section 3.7Assistant Treasurer. The Board of Directors may appoint one or more Assistant Treasurers. Each Assistant Treasurer (except as otherwise provided by resolution of the Board of Directors) shall have the power to perform all duties of the Treasurer in the absence or disability of the Treasurer and shall have such other powers and shall perform such other duties as from time to time are assigned to that Assistant Treasurer by the Board of Directors or the President. In case of the absence or disability of the Treasurer, the duties of that office shall be performed by an Assistant Treasurer; the taking of any action by any Assistant Treasurer in place of the Treasurer shall be conclusive evidence of the absence or disability of the Treasurer.
Section 3.8Subordinate Officers. The Corporation may have such subordinate officers as the Board of Directors from time to time deems advisable. Each subordinate officer shall hold office for such period and shall perform such duties as from time to time are prescribed by the Stockholders, the President, or the committee or officer designated pursuant to this Article.
ARTICLE IV
CAPITAL STOCK AND OTHER SECURITIES
Section 4.1Issue of Certificates of Stock. The Corporation may issue or sell any of its stock, including treasury stock, if approved by the affirmative vote of the holders of seventy
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percent (70%) or more of all of the outstanding Class A and Class B Common Stock (voting together, as though one class). The certificates for shares of the capital stock of the Corporation shall be of such form, not inconsistent with the Charter of the Corporation, as has been approved by the Board of Directors. All certificates shall be signed by the President or by a Vice President and countersigned by the Secretary or by an Assistant Secretary. Any signature or countersignature may be either manual or facsimile signature. All certificates for each class of stock shall be consecutively numbered. The name and address of the person owning the shares issued shall be entered in the Corporation’s books.
Section 4.2Transfer of Shares. Shares of the capital stock of the Corporation may be transferred on the books of the Corporation only by the holder of those shares, in person or by his or her attorney in fact, and only upon surrender and cancellation of certificates for a like number of shares. All certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates representing the same number of shares may be issued until the former certificate or certificates for the same number of shares have been so surrendered and canceled.
Section 4.3Registered Stockholders. The Corporation is entitled to treat the holder of record of any shares of stock as the holder in fact of those shares. Accordingly, the Corporation is not bound to recognize any equitable or other claim to, or interest in, those shares in the name of any other person, whether or not the Corporation has had express or other notice of that claim or interest, except as expressly provided by the laws of the State of Maryland.
Section 4.4Record Date and Closing of Transfer Books. The Board of Directors may set a record date or direct that the stock transfer books be closed for a stated period for the purpose of making any proper determination with respect to Stockholders, including which Stockholders are entitled to notice of a meeting, vote at a meeting, receive a dividend, or be allotted other rights. The record date may not be more than ninety (90) days before the date on which the action requiring the determination will be taken. The transfer books may not be closed for a period longer than twenty (20) days. In the case of a meeting of Stockholders, the record date or the closing of the transfer books shall be at least ten (10) days before the date of the meeting.
Section 4.5Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate that is alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen, or destroyed. In its discretion and as a condition precedent to the issuance of a new certificate, the Stockholders may require the owner of the certificate or the owner’s legal representative to give bond, with sufficient surety, to indemnify the Corporation against any loss or claim that may arise by reason of the issuance of a new certificate.
Section 4.6Restrictions on Transfer. Notwithstanding any other provision of these By-Laws to the contrary, no securities issued by the Corporation may be transferred unless (a) said transfer is permitted by any Shareholders’ Agreement then in effect, and (b) (i) the securities are registered with the Securities and Exchange Commission and with the Division of Securities for the State of Maryland, or other jurisdiction, as appropriate, or (ii) the Corporation has received an opinion of counsel for the transferor or transferee, acceptable to counsel for the Corporation, that the transfer would not violate applicable state and federal securities laws,
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provided, however, that the restrictions set forth in clause (b) above, shall be deemed waived as to a specific transfer of securities in the event the Corporation transfers such securities on its books without having received either evidence of such registration or such opinion of counsel.
ARTICLE V
BANK ACCOUNTS AND LOANS
Section 5.1Bank Accounts.
A. Such Officers or agents of the Corporation as from time to time have been designated by the Board of Directors or President shall have authority to deposit any funds of the Corporation in such financial institutions as from time to time have been designated by the Board of Directors or President. Such Officers or agents of the Corporation as from time to time have been designated by the Board of Directors or President shall have authority to withdraw any or all of the funds of the Corporation so deposited in a financial institution, upon checks, drafts, or other instruments or orders for the payment of money, drawn against the account or in the name or behalf of the Corporation, and made or signed by those designated Officers or agents.
B. From time to time the Corporation shall certify to each financial institution in which funds of the Corporation are deposited, the signatures of the Officers or agents of the Corporation authorized to draw against those funds. Each financial institution with which funds of the Corporation are deposited is authorized to accept, honor, cash, and pay, without limit as to amount, all checks, drafts, or other instruments or orders for the payment of money, when drawn, made, or signed by Officers or agents so designated by the Board of Directors or President, until the financial institution has received written notice that the Board of Directors or President has revoked the authority of those Officers or agents.
C. If the Board of Directors or President fails to designate the persons by whom checks, drafts, and other instruments or orders for the payment of money shall be signed, as provided in this Section, all checks, drafts, and other instruments or orders for the payment of money shall be signed by the President or a Vice President.
Section 5.2Loans.
A. Such Officers or agents of the Corporation as from time to time have been designated by the Board of Directors or President shall have authority: (i) to effect loans, advances, or other forms of credit at any time or times for the Corporation, from such banks, trust companies, institutions, corporations, firms, or persons, in such amounts and subject to such terms and conditions, as the Board of Directors or President from time to time have designated; and (ii) as security for the repayment of any loans, advances, or other forms of credit so authorized, to assign, transfer, endorse, and deliver either originally or in addition or substitution, any or all personal property, real property, stocks, bonds, deposits, accounts, documents, bills, accounts receivable, and other commercial paper and evidences of debt or other securities, or any rights or interests at any time held by the Corporation; and (iii) in connection with any loans, advances, or other forms of credit so authorized, to make, execute, and deliver one or more notes, mortgages, deeds of trust, financing statements, security agreements, acceptances, or written obligations of the Corporation, on such terms and with such provisions as to the security
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or sale or disposition of them as those Officers or agents deem proper; and (iv) to sell to, or discount or rediscount with, the banks, trust companies, institutions, corporations, firms, or persons making those loans, advances, or other forms of credit, any and all commercial paper, bills, accounts receivable, acceptances, and other instruments and evidences of debt at any time held by the Corporation, and, to that end, to endorse, transfer, and deliver the same.
B. From time to time, the Corporation shall certify to each bank, trust company, institution, corporation, firm, or person so designated, the signatures of the Officers or agents so authorized. Each bank, trust company, institution, corporation, firm, or person so designated is authorized to rely upon such certification until it has received written notice that the Board of Directors or President has revoked the authority to those Officers or agents.
ARTICLE VI
INDEMNIFICATION
Section 6.1Indemnification to Extent Permitted by Law. The Corporation shall indemnify to the full extent permitted by law 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, by reason of the fact that the person is or was a Director, Officer, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, or agent of another corporation, partnership, joint venture, trust, or other enterprise, or is or was serving at the request of the Corporation as a trustee or administrator or in any other fiduciary capacity under any pension, profit sharing, or other deferred compensation plan, or under any employee welfare benefit plan of the Corporation.
Section 6.2Payment of Expenses in Advance of Final Disposition of Action. Expenses (including attorneys’ fees) incurred in defending a civil, criminal, administrative, or investigative action, suit, or proceeding shall be paid by the Corporation in advance of the final disposition of that action, suit or proceeding, on the conditions and to the extent permitted by law.
Section 6.3Non-Exclusive Right to Indemnity; Inures to Benefit of Heirs and Personal Representatives. The rights of indemnification set forth in this Article are in addition to all rights to which any Director, Officer, agent, trustee, administrator, or other fiduciary may be entitled as a matter of law, and shall continue as to a person who has ceased to be a Director, Officer, agent, trustee, administrator, or other fiduciary, and shall inure to the benefit of the heirs and personal representatives of that person.
Section 6.4Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, Officer, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, or agent of another corporation, partnership, joint venture, trust, or other enterprise, or is or was serving at the request of the Corporation as a trustee or administrator or in any other fiduciary capacity under any pension, profit sharing, or other deferred compensation plan, or under any employee welfare benefit plan of the Corporation, against any liability asserted against and incurred by that person in any such capacity, or arising out of that person’s status as such, whether or not the Corporation would
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have the power or would be required to indemnify that person against that liability under the provisions of this Article or the laws of this State.
Section 6.5Certain Persons not to be Indemnified. Notwithstanding the provisions of this Article, the Corporation may not indemnify: (i) any bank, trust company, investment adviser, or actuary against any liability which that entity or person may have by reason of acting as a “fiduciary” of any employee benefit plan (as that term is defined in the Employee Retirement Income Security Act, as amended from time to time) established for the benefit of the Corporation’s employees; or (ii) any person to the extent such indemnification would be contrary to Section 2-418 of the Corporations and Associations Article of the Annotated Code of Maryland, or any statute, rule or regulation of similar import.
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.1Fiscal Year. The fiscal year of the Corporation shall be such as has been duly designated by the Board of Directors.
Section 7.2Notices.
A. Except as otherwise provided by law or these By-Laws, whenever notice is required by law or these By-Laws, to be given to any Stockholder, Director or Officer, it shall be construed to mean either (i) written notice personally served against written receipt at the address that appears for that person on the books of the Corporation, or (ii) written notice transmitted by mail, facsimile or e-mail directed to the Stockholder, Director or Officer at the address or number that appears for that person on the books of the Corporation, which notice shall be deemed to be given at the time it is sent.
B. All notices required by law or these By-Laws shall be given by the Secretary of the Corporation. If the Secretary is absent or refuses or neglects to act, the notice may be given by any person directed to do so by the President or, with respect to any meeting called pursuant to these By-Laws upon the request of any Stockholders or Directors, by any person directed to do so by the Stockholders or Directors upon whose request the meeting is called.
C. Any Stockholder, Director or Officer may waive any notice required to be given under these By-Laws.
Section 7.3General Counsel. The Board of Directors may appoint a general counsel to have dominion over all matters of legal import concerning the Corporation. It shall be the duty of the Officers and the Directors to consult from time to time with the general counsel (if one has been appointed), as legal matters arise. The general counsel shall be given notice of all meetings of the Board of Directors, in the manner provided in Sections 2.5 and 2.6 of the By-Laws, and the general counsel shall be accorded the opportunity to attend those meetings for the purpose of consulting with and advising the Board of Directors on any matters of a legal nature. The general counsel to the Corporation shall be subject to removal and replacement by the Board of Directors.
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Section 7.4Corporate Seal. The Board of Directors may provide a suitable seal, bearing the name of the Corporation, which shall be in the charge of the Secretary. The Board of Directors may authorize one or more duplicate seals and provide for their custody. Regardless of whether a seal is adopted by the Board of Directors, whenever the Corporation is required to place its corporate seal on a document, it shall be sufficient to meet the requirements of any law, rule, or regulation relating to a corporate seal to place the word “(seal)” adjacent to the signature of the person authorized to sign the document on behalf of the Corporation.
Section 7.5Books and Records. The Corporation shall keep correct and complete books and records of its accounts and transactions and minutes of the proceedings of its Stockholders and Board of Directors and of any executive or other committee when exercising any of the powers or authority of the Board of Directors. The books and records of the Corporation may be in written form or in any other form that can be converted within a reasonable time into written form for visual inspection. Minutes shall be recorded in written form, but may be maintained in the form of a reproduction.
Section 7.6Bonds. The Board of Directors may require any Officer, agent, or employee of the Corporation to give a bond to the Corporation, conditioned upon the faithful discharge of his or her duties, with such surety and in such amount as is satisfactory to the Stockholders.
Section 7.7Severability. The invalidity of any provision of these By-Laws shall not affect the validity of any other provision, and each provision shall be enforced to the extent permitted by law.
Section 7.8Gender. Whenever used in these By-Laws, the masculine gender includes all genders.
ARTICLE VIII
AMENDMENTS
Section 8.1 Unless otherwise provided in the Charter of the Corporation, the Stockholders, by the affirmative vote of seventy percent (70%) or more of the votes cast at a duly constituted meeting, and the Directors, by the affirmative vote of at least 4 of the 5 Directors, have full power and authority to amend, alter, supplement, or repeal these By-Laws, or any provision of them, at any annual meeting as part of the general business of that meeting, or at any special meeting for which the notice of that special meeting stated the substance of the proposed amendment, alteration, supplement, or repeal.
