EXHIBIT 3.2
BYLAWS
OF
BOISE CASCADE CORPORATION
As Amended to December 11, 1998
_______________________
OFFICES
Section 1. The registered office of the corporation in Delaware shall be
in the city of Wilmington, county of New Castle.
Section 2. The corporation may also have offices at such other places
both within and without the state of Delaware as the board of directors may from
time to time determine or the business of the corporation may require.
MEETINGS OF STOCKHOLDERS
Section 3. All meetings of the stockholders for the election of directors
shall be held in Boise, Idaho, 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 Delaware as shall be designated from time to time by the board of
directors and stated in the notice of the meeting. Meetings of stockholders for
any other purpose may be held at such time and place, within or without the
state of Delaware, as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.
At a meeting of the stockholders, only business shall be
conducted which has been properly brought before the meeting. To be properly
brought before a meeting of the stockholders, business must be specified in the
notice of meeting (or any supplement thereto) given by, or at the direction of,
the board of directors or otherwise properly brought before the meeting by a
stockholder. For business to be properly brought before a meeting by a
stockholder, the stockholder must have given timely notice of the business to
the corporate secretary. To be timely filed, a stockholder's notice must be in
writing and received by the corporate secretary at least 45 days before the date
the corporation first mailed its proxy materials for the prior year's annual
meeting of shareholders. For each matter the stockholder proposes to bring
before the meeting, the notice to the corporate secretary shall include (i) a
brief description of the business desired to be brought before the meeting and
the reasons for conducting the business at the meeting, (ii) the name and record
address of the stockholder proposing the business, (iii) the class and number of
shares of the corporation which are beneficially owned by the stockholder and
(iv) any material interest of the stockholder in such business.
Notwithstanding anything in these bylaws to the contrary, no
business shall be conducted at the meeting except in accordance with the
procedures set forth in this Section 3.
The chairman of a meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 3. If the
chairman determines that business was not properly brought before the meeting,
the business shall not be transacted.
Section 4. Annual meetings of stockholders, at such date and time as
shall be designated from time to time by the board of directors and stated in
the notice of the meeting, at which the stockholders shall elect by a plurality
vote a board of directors, and transact such other business as may properly be
brought before the meeting. Elections of directors may be by voice vote, rather
than by written ballot, unless by resolution adopted by the majority vote of the
stockholders represented at the meeting, the election of directors by written
ballot is required.
Section 5. Written notice of the annual meeting stating the place, date,
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than 10 nor more than 60 days (or in the case a vote of
stockholders on a merger or consolidation is one of the stated purposes of the
annual meeting, not less than 20 nor more than 60 days) before the date of the
meeting.
Section 6. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least 10 days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
10 days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.
Section 7. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the chairman of the board and shall be called by
the chairman of the board or corporate secretary at the request in writing of a
majority of the board of directors or a majority of the executive committee.
Such request shall state the purpose or purposes of the proposed meeting.
Section 8. Written notice of a special meeting stating the place, date,
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than 10 nor more than 60 days (or in the case of
a merger or consolidation, not less than 20 nor more than 60 days) before the
date of the meeting, to each stockholder entitled to vote at such meeting.
Section 9. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 10. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute, by the
certificate of incorporation, or by these bylaws. If, however, such quorum
shall not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been transacted at
the meeting as originally notified. If the adjournment is for more than
30 days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
Section 11. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy, excluding, however, any shares where the holder has
expressly indicated that the holder is abstaining from voting on the matter,
shall decide any question brought before such meeting, unless the question is
one upon which by express provision of the statutes or of the certificate of
incorporation or of these bylaws, a different vote is required in which case
such express provision shall govern and control the decision of such question.
Section 12. Each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted or
acted upon after three years from its date, unless the proxy provides for a
longer period. In the election of each director of the corporation, each holder
of stock shall have one vote for each share held.
Section 13. Any action required or permitted to be taken at any annual or
special meeting of stockholders must be taken at such a meeting duly called,
upon proper notice to all stockholders entitled to vote. No action required to
be taken or which may be taken at any annual or special meeting of stockholders
may be taken without a meeting, without prior notice and without a vote.
BOARD OF DIRECTORS
Section 14. The number of directors which shall constitute the whole board
of directors shall be fixed from time to time by resolution adopted by the
affirmative vote of a majority of the entire board of directors of the
corporation, except that the minimum number of directors shall be fixed at no
less than three and the maximum number of directors shall be fixed at no more
than 15. The directors shall be divided into three classes, as provided in the
certificate of incorporation, and each class shall consist, as nearly equal in
number as possible, of one-third of the total number of directors constituting
the entire board of directors. Except as provided in Section 15 of the bylaws,
the directors for all classes shall be elected at the 1985 annual meeting of the
stockholders, and thereafter one class of directors shall be elected at each
annual meeting of the stockholders: Class I in 1986, Class II in 1987,
Class III in 1988, Class I in 1989 and so on. Each director elected shall hold
office for the term specified for his or her class in the certificate of
incorporation and until his or her successor is elected and qualified or until
his or her earlier resignation or removal. No person shall serve as a director
of this corporation after the annual stockholders meeting next following his or
her 70th birthday. Notwithstanding the preceding sentence, directors elected
prior to December 10, 1998, will remain on the board until the annual meeting
next following his or her 72nd birthday.
Nominations for election to the board of directors of the
corporation at a meeting of stockholders may be made by the board, on behalf of
the board, by any nominating committee appointed by that board, or by any
stockholder of the corporation entitled to vote for the election of directors at
the meeting. Nominations, other than those made by or on behalf of the board,
shall be made by notice in writing delivered to or mailed, postage prepaid, and
received by the corporate secretary not less than 30 days nor more than 60 days
prior to any meeting of stockholders called for the election of directors;
provided, however, that if less than 35 days' notice or prior public disclosure
of the date of the meeting is given to stockholders, the nomination must be
received by the corporate secretary not later than the close of business on the
seventh day following the day on which the notice of meeting was mailed. The
notice shall set forth: (i) the name and address of the stockholder who intends
to make the nomination; (ii) the name, age, business address, and, if known,
residence address of each nominee; (iii) the principal occupation or employment
of each nominee; (iv) the number of shares of stock of the corporation which are
beneficially owned by each nominee and by the nominating stockholder; (v) any
other information concerning the nominee that must be disclosed of nominees in
proxy solicitations pursuant to Regulation 14A of the Securities Exchange Act of
1934; and (vi) the executed consent of each nominee to serve as a director of
the corporation if elected.
The chairman of the meeting of stockholders may, if the facts
warrant, determine that a nomination was not made in accordance with the
foregoing procedures, and if the chairman should so determine, the chairman
shall so declare to the meeting and the defective nomination shall be
disregarded.
Removal of directors shall be as provided in the certificate
of incorporation.
Section 15. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors shall be filled by a majority of
the remaining directors then in office, even though less than a quorum, or by a
sole remaining director. Any additional director of any class elected to fill a
vacancy in such a class shall hold office for a term that shall coincide with
the remaining term of that class, but in no case will a decrease in the number
of directors shorten the term of any incumbent director. A director shall hold
office until the next annual meeting for the year in which his or her term
expires and until the director's successor shall have been elected and qualified
or until his or her earlier resignation or removal.
Section 16. The business of the corporation shall be managed by its board
of directors which may exercise all such powers of the corporation and do all
such lawful acts and things as are not by statute or by the certificate of
incorporation or by these bylaws directed or required to be exercised or done by
the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 17. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the state of Delaware.
Section 18. The first meeting of each newly elected board of directors
shall be held without other notice than this bylaw, immediately after, and at
the same place as, the annual meeting of stockholders. In the event of the
failure to hold the first meeting of a newly elected board at such time and
place, the meeting may be held at such time and place as shall be specified in a
notice given as hereinafter provided for special meetings of the board of
directors, or as shall be specified in a written waiver signed by all of the
directors.
Section 19. Regular meetings of the board of directors may be held without
notice at such time and at such place as shall from time to time be determined
by the board.
Section 20. Special meetings of the board may be called by the chairman of
the board on not less than 48 hours' notice to each director, either personally
or by mail or by telegram; special meetings shall be called by the chairman of
the board or corporate secretary in like manner and on like notice on the
written request of two directors.
Section 21. At all meetings of the board a majority of the total number of
directors then constituting the whole board shall constitute a quorum for the
transaction of business and the vote of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the board of
directors, except as may be otherwise specifically provided by statute or by the
certificate of incorporation. If a quorum shall not be present at any meeting
of the board of directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting until a
quorum shall be present.
Section 22. Unless otherwise restricted by the certificate of
incorporation or these bylaws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the board or committee; and any member of the board of
directors or of any committee thereof designated by such board may participate
in a meeting of such board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in such meeting shall
constitute presence in person at such meeting.
COMMITTEES OF DIRECTORS
Section 23. The board of directors shall have an executive committee and
such other committees as they may designate by resolution passed by a majority
of the whole board, each committee to consist of one or more of the directors of
the corporation. The board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee. Any such committee, to the extent provided in the
resolution, when the board of directors is not in session, shall have and may
exercise the powers of the board of directors in the management of the business
and affairs of the corporation, and may authorize the seal of the corporation to
be affixed to all papers which may require it. The member of a committee of one
or a majority of the members of any other committee shall constitute a quorum
for the transaction of business at a meeting thereof, and action by any
committee must be authorized by the affirmative vote of the member of a
committee of one or of a majority of the members of any other committee present
at a meeting at which a quorum is present. If a member of a committee is absent
or disqualified from voting at any meeting, the member or members thereof
present at the meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the board of
directors to act at the meeting in the place of any such absent or disqualified
member; provided that at any such meeting, the committee shall not revise or
rescind any previous action of the committee without the affirmative vote of a
majority of the regular members present.
Special meetings of any committee of the board may be called
by the chairman of the board or the chairman of the committee on not less than
48 hours' notice to each member of the committee, either personally or by mail
or by telegram. Special meetings of any committee of the board at which members
participate by means of conference telephone or similar communications equipment
as provided by Section 22 of these bylaws, and at which at least a majority of
the members of the committee participate, may be called by the chairman of the
board on not less than six hours' notice to each member of the committee either
personally or by telegram.
Section 24. Each committee shall have a chairman, appointed by the board
of directors, who shall preside at all meetings of such committee. Each
committee shall keep regular minutes of its meetings and report the same to the
board of directors when required.
COMPENSATION OF DIRECTORS
Section 25. The directors shall receive such compensation and
reimbursement of expenses, if any, of attendance at regular and special meetings
of the board of directors as may be set from time to time by the board. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees, including the executive committee, may receive such compensation as
shall be approved from time to time by the board.
NOTICES
Section 26. Notices to directors and stockholders shall be in writing and
delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the corporation. Notice by mail shall be
deemed to be given when the notice is mailed. Notice to directors may also be
given by telegram, and shall be deemed to be given at the time of delivery to
the telegraph company. Notice to members of committees of the directors as such
may also be given orally.
Section 27. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
bylaws, a waiver thereof in writing signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a 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.
OFFICERS
Section 28. The officers of the corporation shall be a chairman of the
board, a president, one or more vice presidents (the number and designation
thereof to be determined by the board of directors), a treasurer, a controller,
when such controller is deemed necessary by the board of directors, a corporate
secretary, and such assistant treasurers, assistant secretaries, or other
officers as may be elected or appointed by the board of directors. Any two or
more offices may be held by the same person. The board of directors shall
designate either the chairman of the board or the president as the chief
executive officer of the corporation and may designate other officers as the
chief operating officer and the chief financial officer of the corporation.
Section 29. Officers of the corporation shall be elected by the board of
directors. Each officer shall hold office until his successor is chosen and
qualified or until his earlier resignation or removal.
Section 30. The board of directors may from time to time appoint such
other officers and agents as it shall deem advisable, who shall hold their
offices for such terms and shall perform such duties as from time to time may be
prescribed by the chairman of the board or the board of directors.
Section 31. Any officer elected or appointed by the board of directors may
be removed at any time by the affirmative vote of a majority of the board of
directors, but such removal shall be without prejudice to the contract rights,
if any, of the person so removed.
CHIEF EXECUTIVE OFFICER
Section 31A. The chief executive officer of the corporation, who shall be
designated from time to time by the board of directors and who shall be either
the chairman of the board or the president (as hereinabove provided), shall have
general authority over the business and affairs of the corporation, subject to
the board of directors, and shall see that all orders and resolutions of the
board of directors are carried out.
CHAIRMAN OF THE BOARD
Section 32. The chairman of the board shall preside at all meetings of the
stockholders and the board of directors. The chairman of the board may sign
certificates for shares of the corporation, and any deeds, mortgages, bonds,
contracts, or other instruments which the board of directors has authorized to
be executed, whether or not under the seal of the corporation, except in cases
where the execution thereof shall be expressly delegated by the board of
directors or by these bylaws to some other officer or agent of the corporation,
or shall be required by law to be otherwise signed or executed, and shall
perform such other duties and have such other powers as from time to time may be
prescribed by the board of directors.
PRESIDENT
Section 33. The president shall have general direction and supervision of
the operations of the corporation, subject to the board of directors and the
chairman of the board. In the absence of the chairman of the board, or in the
event of his or her inability to act, the president shall perform the duties of
the chairman of the board and when so acting shall have all the powers of, and
be subject to all the restrictions upon, the chairman of the board. The
president may sign certificates for shares of the corporation, and any deeds,
mortgages, bonds, contracts, or other instruments which the board of directors
has authorized to be executed, whether or not under the seal of the corporation,
except in cases where the execution thereof shall be expressly delegated by the
board of directors or by these bylaws to some other officer or agent of the
corporation, or shall be required by law to be otherwise signed or executed, and
shall perform such other duties as from time to time may be prescribed by the
board of directors or as may be delegated by the chairman of the board.
VICE PRESIDENTS
Section 34. In the absence of the president, or in the event of his
inability to act, the vice presidents (or if there be more than one, the
executive vice president, senior vice presidents, or the vice presidents in the
order designated, or in the absence of any designation then in the order of
their election or in the order named for election) shall perform the duties of
the president and when so acting shall have all the powers of, and be subject to
all the restrictions upon, the president. Each vice president shall perform
such other duties as from time to time may be assigned to him by the chairman of
the board, the president, or the board of directors.
TREASURER
Section 35. The treasurer shall have charge and custody of and be
responsible for all funds and securities of the corporation, and the deposit of
all moneys in the name of the corporation in such banks, trust companies, or
other depositories as shall be selected or approved by the board of directors;
and in general shall perform all the duties incident to the office of treasurer
and such other duties as from time to time may be assigned to him by the
chairman of the board or the board of directors. If required by the board of
directors, the treasurer shall give a bond for the faithful discharge of his
duties in such sum and with such surety or sureties as the board of directors
shall determine.
CONTROLLER
Section 36. The controller shall be the principal officer in charge of the
accounts of the corporation, and shall perform such duties as from time to time
may be assigned to him by the chairman of the board or the board of directors.
CORPORATE SECRETARY
Section 37. The corporate secretary shall: (a) keep the minutes of the
stockholders' and the board of directors' meetings in one or more books provided
for that purpose; (b) see that all notices are duly given in accordance with the
provisions of these bylaws or as required by law; (c) be custodian of the
corporate records and of the seal of the corporation and see that the seal of
the corporation is affixed to all certificates for shares prior to the issue
thereof and to all documents, the execution of which on behalf of the
corporation under its seal is duly authorized in accordance with the provisions
of these bylaws; (d) sign with the chairman of the board, the president, or a
vice president, certificates for shares of the corporation, the issue of which
shall have been authorized by resolution of the board of directors; (e) have
general charge of the stock transfer books of the corporation; and (f) in
general perform all duties incident to the office of corporate secretary and
such other duties as from time to time may be assigned to him by the chairman of
the board or the board of directors.
ASSISTANT TREASURERS, ASSISTANT CONTROLLERS,
AND ASSISTANT SECRETARIES
Section 38. The assistant treasurers shall respectively, if required by
the board of directors, give bonds for the faithful discharge of their duties in
such sums and with such sureties as the board of directors shall determine. The
assistant secretaries as thereunto authorized by the board of directors may sign
with the chairman of the board, the president, or a vice president, certificates
for shares of the corporation, the issue of which shall have been authorized by
a resolution of the board of directors. The assistant treasurers, assistant
controllers, and assistant secretaries in general shall perform such duties as
from time to time may be delegated to them by the treasurer, controller, or the
corporate secretary, respectively, or assigned to them by the chairman of the
board or the board of directors.
COMPENSATION OF OFFICERS
Section 39. The salaries (including bonuses and similar supplemental
payments) of the officers other than of assistant treasurers, assistant
controllers, and assistant secretaries shall be fixed or approved from time to
time by the board of directors or by the committee of directors to whom such
authority shall be delegated by the board of directors, and no officer shall be
prevented from receiving such salaries, bonuses, or similar supplemental
payments by reason of the fact that he is also a director of the corporation.
VOTING AND TRANSFER OF STOCK IN OTHER CORPORATIONS
Section 40. The board of directors may by resolution designate an officer
or any other person to act for the corporation and vote its shares in any
company in which it may own or hold stock, and may direct in what manner, and
for or against what propositions and in case of elections for whom its vote
shall be cast. In case, however, the board of directors has not taken express
action, the chairman of the board, the president, any vice president, the
treasurer, or the corporate secretary may act for this corporation on all
stockholder matters connected with any such company, including voting the shares
owned or held by this corporation and executing and delivering proxies, waivers
and stockholder consents. Certificates of stock owned by this corporation in
any other company may be endorsed for transfer by any one of the above listed
officers.
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
Section 41. Each person who is or was a director, officer or employee of
the corporation, and each person who serves or may have served at the request of
the corporation as a director, officer or employee of another corporation,
partnership, joint venture, trust, or other enterprise (and the heirs,
executors, administrators, and estates of any such person), shall be entitled to
indemnity to the fullest extent now or hereafter permitted or authorized by the
General Corporation Law of the State of Delaware against any expenses,
judgments, fines, and settlement amounts actually and reasonably incurred by
such person arising out of his or her status as such director, officer or
employee. The corporation shall indemnify any director or officer of the
corporation unless the board of directors acting reasonably and in good faith
makes a determination that the person has not acted in good faith and in a
manner he or she reasonably believed to have been in, or not opposed to, the
best interests of the corporation. Such determination shall be made by a
majority vote of a quorum consisting of directors who were not parties to the
action, suit, or proceeding out of which the claim for indemnification arose,
or, if such a quorum is not obtainable, by independent legal counsel selected by
the board of directors. Except as expressly provided in any Indemnification
Agreement, indemnification and any advancement of expenses under this bylaw will
not be mandatory for any person seeking indemnity in connection with a
proceeding voluntarily initiated by such person unless the proceeding was
authorized by a majority of the entire board of directors. Expenses incurred by
a director or officer in defending a civil or criminal action, suit, or
proceeding arising out of his or her status as a director or officer shall be
paid by the corporation, as these expenses become due, in advance of the final
disposition of such action, suit, or proceeding, upon receipt of an undertaking
by or on behalf of the director or officer to repay amounts advanced only if it
shall ultimately be determined that he or she is not entitled to be indemnified
by the corporation. The provisions of this Section 41 shall not be deemed
exclusive of any other rights to which any person seeking indemnification may be
lawfully entitled under the law of Delaware or any other competent jurisdiction.
Any amendment or repeal of this bylaw shall not limit the right of any person to
indemnity with respect to actions taken or omitted to be taken by such person
prior to such amendment or repeal.
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 42. Each holder of stock in the corporation shall be entitled to
have a certificate signed by or in the name of the corporation by the chairman
of the board, the president, or a vice president and by the corporate secretary
or an assistant secretary, or the treasurer or an assistant treasurer of the
corporation, certifying the number of shares owned by him and sealed with the
seal or a facsimile of the seal of the corporation. Any of or all of the
signatures on the certificate may be a facsimile. In case any officer, transfer
agent, or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent, or
registrar before such certificate is issued, it may be issued by the corporation
with the same effect as if he were such officer, transfer agent, or registrar at
the date of issue.
Section 43. Upon surrender to the corporation or any transfer agent of the
corporation of a certificate for shares of the corporation duly endorsed or
accompanied by proper evidence of succession, assignment, or authority to
transfer, the corporation or transfer agent shall cancel the old certificate,
record the transaction on the books of the corporation, and either issue a new
certificate to the person entitled thereto or credit the proper number of shares
to an account of the person entitled thereto maintained on the books of the
corporation. Upon request the corporation or transfer agent shall issue a
certificate for all or any part of the shares held in such an account.
Section 44. The board of directors may authorize the issuance of a new
certificate in lieu of a certificate alleged by the holder thereof to have been
lost, stolen, or destroyed, upon compliance by such holder, or his legal
representatives, with such requirements as the board of directors may impose or
authorize. Such authorization by the board of directors may be general or
confined to specific instances.
FIXING RECORD DATE
Section 45. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion, or exchange of stock or for the purpose of
any other lawful action, the board of directors may fix, in advance, a record
date, which shall not be more than 60 nor less than 10 days before the date of
such meeting, nor more than 60 days prior to any other action. A determination
of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the board of directors may fix a new record date for the adjourned meeting.
REGISTERED STOCKHOLDERS
Section 46. The corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware.
DIVIDENDS
Section 47. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.
Section 48. 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
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
CHECKS
Section 49. All checks, drafts, or other orders for the payment of money,
notes, or other evidences of indebtedness issued in the name of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may, from time to time, designate.
FISCAL YEAR
Section 50. The fiscal year shall begin on the first day of January in
each year.
SEAL
Section 51. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization, and the words "Corporate Seal,
Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
AMENDMENTS
Section 52. These bylaws may be altered, amended, or repealed or new
bylaws may be adopted by the stockholders or by the board of directors at any
regular meeting of the stockholders or of the board of directors or at any
special meeting of the stockholders or of the board of directors if notice of
such alteration, amendment, repeal, or adoption of new bylaws is contained in
the notice of such special meeting.