EXHIBIT 3.2
ADOPTED: APRIL 27, 1998
ARTICLE IV, SECTION 4 AMENDED OCTOBER 28, 2004
AMENDED AND RESTATED
BY-LAWS
OF
CPI AEROSTRUCTURES, INC.
(A NEW YORK CORPORATION)
ARTICLE I
Offices
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SECTION 1. Principal office. The principal office of the Corporation within the
State of New York shall initially be in the City of Ronkonkoma, County of
Suffolk.
SECTION 2. Other offices. The Corporation may also have an office other than
said principal office at such place or places, either within or without the
State of New York, as the Board of Directors shall from time to time determine
as the business of the Corporation may require.
ARTICLE II
Meetings of Shareholders
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SECTION 1. Place of Meetings. All meetings of the shareholders for the
election of directors or for any other purpose shall be held in the city of
Ronkonkoma, State of New York, at such place as may be fixed from time to time
by the Board of Directors, or at such other place, either within or without the
State of New York, as shall be designated from time to time by the Board of
Directors.
SECTION 2. Annual Meeting. The annual meeting of the shareholders of
the Corporation for the election of directors and for the transaction of such
other business as may properly come before the meeting, commencing with the year
subsequent to the year of incorporation, shall be held at such date and time as
shall be designated from time to time by the Board of Directors and stated in
the notice of meeting or in a duly executed waiver thereof.
SECTION 3. Special Meetings. Special meetings of the shareholders,
unless otherwise prescribed by statute, may be called at any time by the Board
of Directors or the Chairman of the Board, if one shall have been elected, or
the President.
SECTION 4. Notice of Meeting. Notice of the place, date and hour of
holding of each annual and special meeting of the shareholders and, unless it is
the annual meeting, the purpose or purposes thereof, shall be given personally
or by mail in a postage prepaid envelope, not less than ten or more than fifty
days before the date of such meeting, to each shareholder entitled to vote at
such meeting, and, if mailed, it shall be directed to such shareholder at his
address as it appears on the record of shareholders, unless he shall have filed
with the Secretary of the Corporation a written request that notices to him be
mailed at some other address, in which case it shall be directed to him at such
other address. Any such notice for any meeting other than the annual meeting
shall indicate that it is being issued at the direction of the Board of
Directors, the Chairman of the Board or the President. Notice need not be given
to any shareholder who submits a written waiver of notice signed by him either
before or after the meeting, in person or by proxy. Attendance of a shareholder
at a meeting shall constitute a waiver of notice of such meeting, except when
the shareholder attends the meeting 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. Unless the Board of Directors shall fix a
new record date for an adjourned meeting, notice of such adjourned meeting need
not be given if the time and place to which the meeting shall be adjourned were
announced at the meeting at which the adjournment is taken.
SECTION 5. Quorum. At all meetings of the shareholders, the holders of
a majority of the shares of the Corporation issued and outstanding and entitled
to vote thereat shall be present in person or by proxy to constitute a quorum
for the transaction of business, except as otherwise provided by statute. In the
absence of a quorum, the holders of a majority of the shares present in person
or by proxy and entitled to vote may adjourn the meeting from time to time. At
any such adjourned meeting at which a quorum may be present, any business may be
transacted which might have been transacted at the meeting as originally called.
SECTION 6. Organization. At each meeting of the shareholders, the
Chairman of the Board, if one shall have been elected, or in his absence or if
one shall not have elected, the President, shall act as chairman of the meeting.
The Secretary, or in his absence or inability to act, the person whom the
chairman of the meeting shall appoint secretary of the meeting, shall act as
secretary of the meeting and keep the minutes thereof.
SECTION 7. Order of Business. The order of business at all meetings of
the shareholders shall be as determined by the chairman of the meeting.
SECTION 8. Voting. Except as otherwise provided by statute or the
Certificate of Incorporation, each holder of record of shares of the Corporation
having voting power shall be entitled at each meeting of the shareholders to one
vote for each share standing in his name on the record of shareholders of the
Corporation:
(a) on the date fixed pursuant to the provisions of Section 6 of
Article V of these By-Laws as the record date for the determination of
the shareholders who shall be entitled to notice of and to vote at such
meeting; or
(b) if no such record date shall have been so fixed, then at the close
of business on the day next preceding the day on which notice thereof
shall be given.
Each shareholder entitled to vote at any meeting of the shareholders may
authorize another person or persons to act for him by a proxy signed by such
shareholder or his attorney-in-fact.
Any such proxy shall be delivered to the secretary of such meeting at or prior
to the time designated in the order of business for so delivering such proxies.
Except as otherwise provided by statute or the Certificate of Incorporation or
these By-Laws, any corporate action to be taken by vote of the shareholders
shall be authorized by a majority of the votes cast at a meeting of shareholders
by the holders of shares present in person or represented by proxy and entitled
to vote on such action. Unless required by statute, or determined by the
chairman of the meeting to be advisable, the vote on any question need not be by
ballot. On a vote by ballot, each ballot shall be signed by the shareholder
voting, or by his proxy, if there be such proxy, and shall state the number of
shares voted.
SECTION 9. Nominations For Directors. Nominations for the election of
directors may be made by the Board of Directors or by any shareholder entitled
to vote for the election of directors in accordance with the procedures set
forth herein. Any shareholder entitled to vote for the election of directors at
a meeting may nominate a person or person for election as directors only if
written notice of such shareholder's intent to make such nomination is given,
either by personal delivery or by United States mail, postage prepaid, to the
secretary of the Corporation not later than 120 days in advance of the date of
the Corporation's proxy statement released to shareholders in connection with
the previous year's annual meeting of shareholders or if no annual meeting was
held in the previous year then by the end of the fiscal year to which the annual
meeting in which the nomination will be made relates. Each notice of a
shareholder's intent to make such nomination shall set forth: (i) the name and
address of the shareholder who intends to make the nomination and the person or
person to be nominated; (ii) a representation that the shareholder is a holder
of record of the stock of the Corporation entitled to vote at the meeting and
intends to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice; (iii) a description of all arrangements and
understandings between the shareholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder; (iv) such other information
regarding each nominee proposed by the shareholder as would have been required
to be included in a proxy statement filing pursuant to the proxy rules of the
Securities and Exchange Commission had each nominee been nominated, or intended
to be nominated, by the Board of Directors; and (v) the written consent of each
nominee to serve as a Director of the Corporation if so elected. The chairman of
any meeting of shareholders to elect directors and the Board of Directors may
refuse to acknowledge the nomination of any person not made in compliance with
the foregoing procedures.
SECTION 10. Business To Be Transacted at Annual Meetings. At each
annual meeting, the shareholders shall elect the directors whose terms of office
shall expire at such meeting. At any such annual meeting any further proper
business may be transacted. To be properly brought before an annual meeting,
business must be (i) specified in the notice of the meeting (or any supplement
thereto) given by or at the direction of the Board, (ii) otherwise properly
brought before the meeting in accordance with these By-Laws or as prescribed by
statute, or (iii) otherwise properly brought before the meeting by a shareholder
in accordance with the procedures set forth herein. For business to be properly
brought before an annual meeting by a shareholder, the shareholder must have
given written notice thereof, either by personal delivery or by United States
mail, postage prepaid, to the Secretary of the Corporation, not later than 120
days in advance of the date of the Corporation's proxy statement released to
shareholders in connection with the previous year's annual meeting of
shareholders or if no annual meeting was held in the previous year then by the
end of the fiscal year for which the annual meeting in which the proposal will
be made relates. Any such notice shall set forth as to
each matter the shareholder proposes to bring before the annual meeting (i) a
brief description of the business desired to be brought before the meeting and
the reasons for conducting such business at the meeting and, in the event that
such business includes a proposal to amend either the Certificate of
Incorporation or By-Laws of the Corporation, the language of the proposed
amendment, (ii) the name and address of the shareholder proposing such business,
(iii) a representation disclosing (a) the number of shares beneficially owned by
such shareholder, (b) the length of time such shares have been held by the
shareholder, (c) that the shareholder will continue to own such securities
through the annual meeting, and (d) that the shareholder intends to appear in
person or by proxy at the meeting to propose such business, and (iv) any
material interest of the shareholder in such business. Shareholders wishing to
nominate directors for election must comply with the additional requirements of
Section 9 above. No business shall be conducted at an annual meeting of
shareholders except in accordance with this Section and the chairman of any
annual meeting of shareholders may refuse to permit any business to be brought
before an annual meeting without compliance with the foregoing procedures.
SECTION 11. List of Shareholders. A list of shareholders as of the
record date, certified by the Secretary of the Corporation or by the transfer
agent for the Corporation, shall be produced at any meeting of the shareholders
upon the request of any shareholder made at or prior to such meeting.
SECTION 12. Inspectors. The Board of Directors may, in advance of any
meeting of shareholders, appoint one or more inspectors to act at such meeting
or any adjournment thereof. If inspectors are not selected in advance of a
meeting or any of the inspectors so appointed shall fail to appear or act, the
chairman of the meeting shall, acting on his own or on the request of any
shareholder entitled to vote at such meeting, appoint one or more inspectors.
Each inspector, before entering upon the discharge of his duties, shall take and
sign an oath faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of his ability. The inspectors
shall determine the number of shares outstanding and the voting power of each,
the number of shares represented at the meeting, the existence of a quorum, the
validity and effect of proxies, and shall receive votes, ballots or consents,
hear and determine all challenges and questions arising in connection with the
right to vote, count and tabulate all votes, ballots or consents, determine the
results, and do such acts as are proper to conduct the election or vote with
fairness to all shareholders. On request of the chairman of the meeting or any
shareholder entitled to vote thereat, the inspectors shall make a report in
writing of any challenge, request or matter determined by them and shall execute
a certificate of any fact found by them. No director or candidate for the office
of director shall act as an inspector of an election of directors. Inspectors
need not be shareholders.
ARTICLE III
Board of Directors
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SECTION 1. General Powers. The business and affairs of the Corporation
shall be managed under the direction of the Board of Directors. The Board of
Directors may exercise all such authority and powers of the Corporation and do
all such lawful acts and things as are not by Statute or the Certificate of
Incorporation directed or required to be exercised or done by the shareholders.
SECTION 2. Number, Qualifications, Election and Term of Office. The
number of directors may be fixed, from time to time, by the affirmative vote of
a majority of the entire Board of Directors or by action of the shareholders of
the Corporation; provided, however, that the number of directors shall not be
less than three, except that when all the shares of the Corporation are owned
beneficially by less than three shareholders, the number of directors may be
less than three but not less than the number of shareholders. Any decrease in
the number of directors shall be effective at the time of the next succeeding
annual meeting of the shareholders unless there shall be vacancies in the Board
of Directors, in which case such decrease may become effective at any time prior
to the next succeeding annual meeting to the extent of the number of such
vacancies. All the directors shall be at least eighteen years of age. Directors
need not be shareholders. Except as otherwise provided by statute or these
By-Laws, the directors (other than members of the initial Board of Directors)
shall be elected at the annual meeting of the shareholders. At each meeting of
the shareholders for the election of directors at which a quorum is present, the
person receiving a plurality of the votes cast at such election shall be
elected. Each director shall hold office until the next annual meeting of the
shareholders in which his class expires and until his successor shall have been
elected and qualified, or until his death, or until he shall have resigned, or
have been removed, as hereinafter provided in these By-Laws.
SECTION 3. Classification of Directors. The directors of the Company
shall be divided into three (3) classes. The terms of office of the directors
initially classified shall be as follows: that of the first class shall expire
at the next annual meeting of shareholders, the second class at the second
succeeding annual meeting, and the third class at the third succeeding annual
meeting. Thereafter, directors will be elected to hold office until the third
succeeding annual meeting.
SECTION 4. Place of Meetings. Meetings of the Board of Directors shall
be held at the principal office of the Corporation in the State of New York or
at such other place, within or without such State, as the Board of Directors may
from time to time determine or shall be specified in the notice of any such
meeting.
SECTION 5. First Meeting. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business, as soon as practicable after each annual meeting of the shareholders,
on the same day and at the same place where such annual meeting shall be held.
Notice of such meeting need not be given. Such meeting may be held at any other
time or place (within or without the State of New York) which shall be specified
in a notice thereof given as hereinafter provided in Section 8 of this Article
III.
SECTION 6. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such time and place as the Board of Directors may fix. If any
day fixed for a regular meeting shall be a legal holiday at the place where the
meeting is to be held, then the meeting which would otherwise be held on that
day shall be held at the same hour on the next succeeding business day. Notice
of regular meetings of the Board of Directors need not be given except as
otherwise required by statute or these By-Laws.
SECTION 7. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board, if one shall have been elected, or
by two or more directors of the Corporation or by the President.
SECTION 8. Notice of Meetings. Notice of each special meeting of the
Board of Directors (and of each regular meeting for which notice shall be
required) shall be given by the Secretary as hereinafter provided in this
Section 8, in which notice shall be stated the time and place of the meeting.
Except as otherwise required by these By-Laws, such notice need not state the
purposes of such meeting. Notice of each director, addressed to him at his
residence or usual place of business, by first-class mail, at least two days
before the day on which such meeting is to be held, or shall be sent addressed
to him at such place by telegraph, cable, telex, telecopier or other similar
means, or be delivered to him personally or be given to him by telephone, or
other similar means, at least twenty-four hours before the time at which such
meeting is to be held. Notice of any such meeting need not be given to any
director who shall, either before or after the meeting, submit a signed waiver
of notice or who shall attend such meeting without protesting, prior to or at
its commencement, the lack of notice to him.
SECTION 9. Quorum and Manner of Acting. A majority of the entire Board
of Directors shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, and, except as otherwise expressly required
by statute or the Certificate of Incorporation or these By-Laws, the act of a
majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board of Directors. In the absence of a quorum at any
meeting of the Board of Directors, a majority of the directors present thereat
may adjourn such meeting to another time and place. Notice of the time and place
of any such adjourned meeting shall be given to the directors unless such time
and place were announced at the meeting at which the adjournment was taken, to
the other directors. At any adjourned meeting at which a quorum is present, any
business may be transacted which might have been transacted at the meeting as
originally called. The directors shall act only as a Board and the individual
directors shall have no power as such.
SECTION 10. Organization. At each meeting of the Board of Directors,
the Chairman of the Board, if one shall have been elected, or, in the absence of
the Chairman of the Board or if one shall not have been elected, the President
(or, in his absence, another director chosen by a majority of the directors
present) shall act as chairman of the meeting and preside thereat. The Secretary
(or, in his absence, any person who shall be an Assistant Secretary, if any of
them shall be present at such meeting, appointed by the chairman) shall act as
secretary of the meeting and keep the minutes thereof.
SECTION 11. Resignations. Any director of the Corporation may resign at
any time by giving written notice of his resignation to the Board of Directors
or the Chairman of the Board or the President or the Secretary. Any such
resignation shall take effect at the time specified therein or, if the time when
it shall become effective shall not be specified therein, immediately upon its
receipt. Unless otherwise specified herein, the acceptance of such resignation
shall not be necessary to make it effective.
SECTION 12. Vacancies. Subject to any express provision of the
Certificate of Incorporation, any vacancy in the Board of Directors, whether
arising from death, resignation, removal, an increase in the number of directors
or any other cause, may be filled by the vote of a majority of the directors
then in office, though less than a quorum, or by the shareholders at the next
annual meeting thereof or at a special meeting thereof. Each director so elected
shall hold office until the next meeting of the shareholders in which the
election of directors is in the regular order of business and until his
successor shall have been elected and qualified.
SECTION 13. Removal of Directors. Except as otherwise provided by
statute, any director may be removed, for cause, at any time, by a majority of
the shareholders or by the Board of Directors, at a special meeting thereof
convened in accordance with the provisions of these By-Laws.
SECTION 14. Compensation. The Board of Directors shall have authority
to fix the compensation, including fees and reimbursement of expenses, of
directors for services to the Corporation in any capacity.
SECTION 15. Committees. The Board of Directors may, by resolution
passed by a majority of the entire Board of directors, designate one or more
committees, including an executive committee, each committee to consist of three
or more of the directors of the Corporation. The Board of Directors may
designate one or more directors as alternate members of any committee, who may
replace any absent member at any meeting of the committee. Except to the extent
restricted by statute or the Certificate of Incorporation, each such committee,
to the extent provided in the resolution creating it, shall have and may
exercise all the authority of the Board of Directors. Each such committee shall
serve at the pleasure of the Board of Directors and have such name 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.
SECTION 16. Action by Consent. Unless restricted by the Certificate of
Incorporation, any action required or permitted to be taken by the Board of
Directors or any committee thereof may be taken without a meeting if all members
of the Board of Directors or such committee consent in writing to the adoption
of a resolution authorizing the action. The resolution and the written consents
thereto by the Members of the Board of Directors or such committee shall be
filed with the minutes of the proceedings of the Board of Directors or much
committee.
SECTION 17. Telephonic Meeting. Unless restricted by the Certificate of
Incorporation, any one or more members of the Board of Directors or any
committee thereof may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communication equipment
allowing all persons participating in the meeting to hear each other at the same
time. Participation by such means shall constitute presence in person at a
meeting.
ARTICLE IV
Officers
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SECTION 1. Number and Qualifications. The officers of the Corporation
shall be elected by the Board of Directors and shall include the President,
Chief Executive Officer, Chief Financial Officer, one or more Vice Presidents,
the Secretary, and the Treasurer. If the Board of Directors wishes, it may also
elect as an officer of the Corporation a Chairman of the Board and may elect
other officers (including one or more Assistant Treasurers and one or more
Assistant Secretaries), as may be necessary or desirable for the business of the
Corporation. Any two or more offices may be held by the same person, except the
offices of President and Secretary; provided, however, that such two offices may
be held by the same person if all of the outstanding shares of the Corporation
are owned by such person. Each officer shall hold office until the first meeting
of the Board of Directors following the next annual meeting of the
shareholders, and until his successor shall have been elected and shall have
qualified, or until his death, or until he shall have resigned or have been
removed, as hereinafter provided in these By-Laws.
SECTION 2. Resignations. Any officer of the Corporation may resign at
any time by giving written notice of his resignation to the Board of Directors
or the Chairman of the Board or the President or the Secretary. Any such
resignation shall take effect at the time specified therein or, if the time when
it shall become effective shall not be specified therein, immediately upon its
receipt. Unless otherwise specified therein, the acceptance of any such
resignation shall not be necessary to make it effective.
SECTION 3. Removal. Any officer of the Corporation may be removed,
either with or without cause, at any time, by the Board of Directors at any
meeting thereof.
SECTION 4. Chairman of the Board.
(a) Chairman of the Board. The Chairman of the Board, if one shall
have been elected, shall be a member of the Board, an officer of the Corporation
and, if present, shall preside at each meeting of the Board of Directors or the
shareholders. He shall advise and counsel with the President, and in his absence
with other executives of the Corporation, and shall perform such other duties as
may from time to time be assigned to him by the Board of Directors.
(b) Non-executive Chairman of the Board. In lieu of a Chairman of
the Board described in (a) above, a non-executive Chairman of the Board, who
shall be a member of the Board but not an officer of the Corporation, may be
elected and, if present, shall preside at each meeting of the Board of Directors
or the shareholders. He shall advise and counsel with the President, and in his
absence with other executives of the Corporation, and shall perform such other
duties as may from time to time be assigned to him by the Board of Directors.
(c) Chairman Emeritus. In addition to a Chairman of the Board
described in Section 4(a) above or a non-executive Chairman described in Section
4(b) above, a Chairman Emeritus, who shall be a member of the Board, may be
elected and shall perform such duties as may from time to time be assigned to
him by the Board of Directors.
SECTION 5. The President. The President shall be the Chief Operating
Officer of the Corporation. He shall in the absence of the Chairman of the Board
or if a Chairman of the Board shall not have been elected, preside at each
meeting of the Board of Directors or the shareholders. He shall perform all
duties incident to the office of President and chief operating officer and such
other duties as may from time to time be assigned to him by the Board of
Directors.
SECTION 6. Chief Executive Officer. The Chief Executive Officer shall
be a principal executive officer of the Corporation. He shall perform all duties
incident to the office of Chief Executive officer and such other duties as may
from time to time be assigned to him by the Board of Directors. If a Chief
Executive Officer shall not have been appointed, the Chairman of the Board shall
be the Chief Executive Officer or if a Chairman of the Board shall not have been
elected, then the President shall be the Chief Executive Officer.
SECTION 7. Vice-President. Each Vice-President shall perform all such
duties as from time to time may be assigned to him by the Board of Directors,
the President or the Chief Executive Officer. At the request of the President,
Chief Executive Officer, or in their absence or in event of their inability or
refusal to act, the Vice-Presidents in the order determined by the Board of
Directors (or if there be no such determination, then the Vice Presidents in the
order of their election), shall perform the duties of the President or Chief
Executive Officer, and, when so acting, shall have the powers of and be subject
to the restrictions placed upon the President or Chief Executive Officer in
respect to the performance of such duties.
SECTION 8. Chief Financial Officer. The Chief Financial Officer shall
be responsible for the Corporation's overall financial condition and shall adopt
and supervise applicable policies and procedures. He shall establish credit and
collection policies, establish appropriate inventory levels, review compensation
and fringe Benefits for key employees, create internal control systems, enter
and maintain the Corporation's commercial and investment banking relationships
and shall seek positive financial public relations for the Corporation. At the
request of the Board of Directors, the Chief Financial Officer shall render to
the Board of Directors and account of the financial condition of the
Corporation.
SECTION 9. Treasurer. The Treasurer shall:
(a) have charge and custody of, and be responsible for, all the
funds and securities of the Corporation;
(b) keep full and accurate accounts of receipts and disbursements in
books belonging to the Corporation;
(c) deposit all moneys and other valuables to the credit of the
Corporation in such depositories as may be designated by the Board of
Directors or pursuant to its direction;
(d) receive, and give receipts for, moneys due and payable to the
Corporation from any source whatsoever;
(e) disburse the funds of the Corporation and supervise the
investments of its funds, taking proper vouchers therefor;
(f) render to the Board of Directors, whenever the Board of
Directors may require, an account of the financial condition of the
Corporation; and
(g) in general, perform all duties incident to the office of
Treasurer and such other duties as from time to time may be assigned
to him by the Board of Directors.
SECTION 10. Secretary. The Secretary shall:
(a) keep or cause to be kept in one or more books provided for the
purpose, the minutes of all meetings of the Board of Directors, the
committees of the Board of Directors and the shareholders;
(b) see that all notices are duly given in accordance with the
provisions of these By-Laws and as required by law;
(c) be custodian of the records and the seal of the Corporation and
affix and attest the seal to all certificates for shares of the
Corporation (unless the seal of the Corporation on such certificates
shall be a facsimile, as hereinafter provided) and affix and attest the
seal to all other documents to be executed on behalf of the Corporation
under its seal;
(d) see that the books, reports, statements, certificates and other
documents and records required by law to be kept and filed are properly
kept and filed; and
(e) in general, perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned
to him by the Board of Directors.
SECTION 11. The Assistant Treasurer. The Assistant Treasurer, or if
there shall be more than one, the Assistant Treasurers in the order determined
by the Board of Directors (or if there be no such determination, then in the
order of their election), shall, in the absence of the Treasurer or in the event
of his inability or refusal to act, perform the duties and exercise the powers
of the Treasurer and shall perform such other duties as from time to time may be
assigned by the Board of Directors.
SECTION 12. The Assistant Secretary. The Assistant Secretary, or if
there shall be more than one, the Assistant Secretaries in the order determined
by the Board of Directors (or if there be no such determination, then in the
order of their election), shall, in the absence of the Treasurer or in the event
of his inability or refusal to act, perform the duties and exercise the powers
of the Secretary and shall perform such other duties as from time to time may be
assigned by the Board of Directors.
SECTION 13. Officers' Bond or Other Security. If required by the Board
of Directors, any office of the Corporation shall give a bond or other security
for the faithful performance of his duties, in such amount and with such surety
or sureties as the Board of Directors may require.
SECTION 14. Compensation. The compensation of the officers of the
Corporation for their services as such officers shall be fixed from time to time
by the Board of Directors. An officer of the Corporation shall not be prevented
from receiving compensation by reason of the fact that he is also a director of
the Corporation.
ARTICLE V
Shares, etc.
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SECTION 1. Share Certificates. Each owner of shares of the Corporation
shall be entitled to have a certificate, in such form as shall be approved by
the Board of Directors, certifying the number of shares of the Corporation owned
by him. The certificates representing shares shall be signed in the name of the
Corporation by the Chairman of the Board or the President or a Vice-President
and by the Secretary, an Assistant Secretary, the Treasurer or an Assistant
Treasurer and sealed with the seal of the Corporation (which seal may be a
facsimile, engraved or printed); provided, however, that where any such
certificate is countersigned by a transfer agent, or is registered by a
registrar (other than the Corporation or one of its employees), the signatures
of the Chairman of the Board, President, Vice President, Secretary,
Assistant Secretary, Treasurer or Assistant Treasurer upon such certificates may
be facsimiles, engraved or printed. In case any officer who shall have signed
any such certificate shall have ceased to be such officer before such
certificate shall be issued, it may nevertheless be issued by the Corporation
with the same effect as if such officer were still in office at the date of
their issue. When the Corporation is authorized to issue shares of more than one
class, there shall be set forth upon the face or back of the certificate, or the
certificate shall have a statement that the Corporation will furnish to any
shareholder upon request and without charge, a full statement of the
designation, relative rights, preferences, and limitations of the shares of each
class authorized to he issued and, if the Corporation is authorized to issue any
class of preferred shares in series, the designation, relative rights,
preferences and limitations of each such series so far as the same have been
fixed and the authority of the Board of Directors to designate and fix the
relative rights, preferences and limitation of other series.
SECTION 2. Books of Account and Record of Shareholders. There shall be
kept correct and complete books and records of account of all the business and
transactions of the Corporation. There shall also be kept, at the office of the
Corporation, in the State of New York, or at the office of its transfer agent in
said State, a record containing the names and addresses of all shareholders of
the Corporation, the number of shares held by each, and the dates when they
became the holders of record thereof.
SECTION 3. Transfer of Shares. Transfers of shares of the Corporation
shall be made on the records of the Corporation only upon authorization by the
registered holder thereof, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary or with a transfer agent,
and on surrender of the certificate or certificates for such shares properly
endorsed or accompanied by a duly executed stock transfer power and the payment
of all taxes thereon. The person in whose name shares shall stand on the record
of shareholders of the Corporation shall be deemed the owner thereof for all
purposes as regards the Corporation. Whenever any transfer of shares shall he
made for collateral security and not absolutely and written notice thereof shall
be given to the Secretary or to a transfer agent, such fact shall be noted on
the records of the Corporation.
SECTION 4. Transfer Agents and Registrars. The Board of Directors may
appoint, or authorize any officer or officers to appoint, one or more transfer
agents and one or more registrars and may require all certificates for shares of
stock to bear the signature of any of them.
SECTION 5. Regulations. The Board of Directors may make such additional
rules and regulations, not inconsistent with these By-Laws, as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of the Corporation.
SECTION 6. Fixing of Record Date. The Board of Directors may fix, in
advance, a date not more than fifty nor less than ten days before the date then
fixed for the holding of any meeting of the shareholders or before the last day
on which the consent or dissent of the shareholders may be effectively expressed
for any purpose without a meeting, as the time as of which the shareholders
entitled to notice of and to vote at such meeting or whose consent or dissent is
required or may be expressed for any purpose, as the case may be, shall be
determined, and all persons who were shareholders of record of voting shares at
such time, and no others, shall be entitled to notice of and to vote at such
meeting or to express their consent or dissent, as the case may be. The Board of
Directors may fix, in advance, a date not more than fifty nor less than ten days
preceding the date fixed for the payment of any dividend or the
making of any distribution or the allotment of rights to subscribe for
securities of the Corporation, or for the delivery of evidences of rights or
evidences of interests arising out of any change, conversion or exchange of
shares or other securities, as the record date for the determination of the
shareholders entitled to receive any such dividend, distribution, allotment,
rights or interests, and in such case only the shareholders of record at the
time so fixed shall be entitled to receive such dividend, distribution,
allotment, rights or interests.
SECTION 7. Lost, Destroyed or Mutilated Certificates. The holder of any
certificate representing shares of the Corporation shall immediately notify the
Corporation of any loss, destruction or mutilation of such certificate in the
place of any certificate theretofore issued by it, which the owner thereof shall
allege to have been lost or destroyed or which shall have been mutilated. The
Board of Directors may, in its discretion, require such owner or his legal
representatives to give to the Corporation a bond in such sum, limited or
unlimited, and in such form and with such surety or sureties as the Board of
Directors in its absolute discretion shall determine, to indemnify the
Corporation against any claim that may be made against it on account of the
alleged loss or destruction of any such certificate, or the issuance of such new
certificate.
ARTICLE VI
Indemnification
---------------
On the terms, to the extent, and subject to the conditions prescribed
by statute and by such rules and regulations, not inconsistent with statute, as
the Board of Directors may in its discretion impose in general or particular
cases or classes of cases, (a) the Corporation shall indemnify any person made,
or threatened to be made, a party to an action or proceeding, civil or criminal,
including an action by or in the right of any other corporation of any type or
kind, domestic or foreign, or any partnership, joint venture, trust, employee
benefit plan or other enterprise which any director or officer of the
Corporation served in any capacity at the request of the Corporation, by reason
of the fact that he, his testator or intestate, was a director or officer of the
Corporation, or served such other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise in any capacity, against
judgments, fines, amounts paid in settlement and reasonable expenses, including
attorney's fees, actually and necessarily incurred as a result of such action or
proceeding, or any appeal therein, and (b) the Corporation may pay, in advance
of final disposition of any such action or proceeding, expenses incurred by such
person in defending such action or proceeding.
On the terms, to the extent, and subject to the conditions prescribed
by statute and by such rules and regulations, not inconsistent with statute, as
the Board of Directors may in its discretion impose in general or particular
cases or classes of cases, (a) the Corporation shall indemnify any person made a
party to an action by or in the right of the Corporation to procure a judgment
in its favor, by reason of the fact that he, his testator or intestate, is or
was a director or officer of the Corporation, against the reasonable expenses,
including attorney's fees, actually and necessarily incurred by him in
connection with an appeal therein, and (b) the Corporation may pay, in advance
of final disposition of any such action or proceeding, expenses incurred by such
person in defending such action or proceeding.
ARTICLE VII
General Provisions
------------------
SECTION 1. Dividends. Subject to statute and the Certificate of
Incorporation, dividends upon the shares of the Corporation may be declared by
the Board of Directors at any regular or special meeting. Dividends may be paid
in cash, in property or in shares of the Corporation, unless otherwise provided
by statute or the Certificate of Incorporation.
SECTION 2. Reserves. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors may, from time to time, in its absolute
discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation or for such other purpose as the Board of Directors may think
conducive to the interests of the Corporation. The Board of Directors may modify
or abolish any such reserves in the manner in which it was created.
SECTION 3. Seal. The seal of the Corporation shall be in such form as
shall be approved by the Board of Directors.
SECTION 4. Fiscal Year. The first fiscal year of the Corporation shall
begin on January 1, but may thereafter be changed by resolution of the Board of
Directors.
SECTION 5. Checks, Notes, Drafts, etc. All checks, notes, drafts, or
other orders for the payment of money of the Corporation shall be signed,
endorsed or accepted in the name of the Corporation by such officers, person or
persons as from time to time may be designated by the Board of Directors or by
an officer or officers authorized by the Board of Directors to make such
designation.
SECTION 6. Execution of Contracts, Deeds, etc. The Board of Directors
may authorize any officer or officers, agent or agents, in the name and on
behalf of the Corporation to enter into or execute and deliver any and all
deeds, bonds, mortgages, contracts and other obligations or instruments, and
such authority may be general or confined to specific instances.
SECTION 7. Voting of Stocks in Other Corporations. Unless otherwise
provided by resolution of the Board of Directors, the Chairman of the Board or
the President, from time to time, may (or may appoint one or more attorneys or
agents to) cast the votes which the Corporation may be entitled to cast as a
shareholder or otherwise in any other Corporation, any of whose shares or
securities may be held by the Corporation, at meetings of the holders of the
shares or other securities of such other Corporation, or to consent in writing
to any action by any such other Corporation. In the event one or more attorneys
or agents are appointed, the Chairman of the Board or the President may instruct
the person or persons so appointed as to the manner of casting such votes or
giving such consent. The Chairman of the Board or the President may, or may
instruct the attorneys or agents appointed to, execute or cause to be executed
in the name and on behalf of the Corporation and under its seal or otherwise,
such written proxies, consents, waivers or other instruments as may be necessary
or proper in the premises.
ARTICLE VIII
Amendments
----------
These By-Laws may be amended or repealed or new By-Laws may be adopted
at any annual or special meeting of shareholders at which a quorum is present or
represented, by the vote of the holders of shares entitled to vote in the
election of directors provided that notice of the proposed amendment or repeal
or adoption of new By-Laws is 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 at any regular or special meeting of the Board of Directors. If any By-Law
regulating an impending election of directors is adopted, amended or repealed by
the Board of Directors, there shall be set forth in the notice of the next
meeting of the shareholders for the election of directors the By-Law so adopted,
amended or repealed, together with a concise statement of the changes made.
By-Laws adopted by the Board of Directors may be amended or repealed by the
shareholders.
