COMPOSITE BY-LAWS
-of-
HUGHES SUPPLY, INC.
(As Amended May 24, 1994)
ARTICLE I
Stock
1. Certificates of Stock shall be issued in numerical order
from the stock certificate book, and be signed by the President or
the Vice-president, and the Treasurer or an Assistant Treasurer, or
the Secretary or an Assistant Secretary, and sealed with the seal
of the Corporation. The seal may be facsimile, engraved or
printed. If such certificate is signed by (a) a transfer agent or
an assistant transfer agent, other than the Corporation itself, or
by (b) a transfer clerk acting on behalf of the Corporation and a
registrar, the signature of any of those officers named herein may
be facsimile. In case any officer who signed, or whose facsimile
signature has been used on any certificate shall cease to be such
officer for any reason before the certificate has been delivered by
the Corporation, such certificate may nevertheless be adopted by
the Corporation and issued and delivered as though the person who
signed it or whose facsimile signature has been used thereon had
not ceased to be such officer. Subscription warrants, scrip for
fractional shares and similar certificates may be issued from time
to time and be signed by the President, a Vice President or the
Treasurer, and, where otherwise required, sealed with the seal of
the Corporation. The signature of the signing officer, and the
seal may be facsimile, engraved or printed.
2. Transfer of Stock shall be made only on the books of the
Corporation, in person or by attorney, upon surrender of the
certificate evidencing the stock sought to be transferred, properly
endorsed or assigned; the certificate so surrendered shall be
cancelled as and when a new certificate or certificates are issued.
3. Lost Certificates. The Board of Directors may direct a
new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation
alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate of
stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof,
require the owner of such lost or destroyed certificate or
certificates, or his legal representative, to advertise the same in
such manner as it shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the
certificate alleged to have been lost or destroyed.
4. Record Date, Subsequent Transfers. The Board of
Directors shall have power to fix in advance a date, not exceeding
sixty days preceding the date of any meeting of stockholders or the
date for the payment of any dividends or the date for the allotment
of any rights or the date when any change or conversion or exchange
of stock shall go into effect or a date in connection with the
obtaining of any consent of stockholders for any purpose, as a
record date for the determination of the stockholders entitled to
notice of, and to vote at, any such meeting and any adjournment
thereof or to receive payment of any such dividend or to any such
allotment of rights or to exercise rights in respect of any such
change, conversion or exchange of stock or to give any such
consent, and, in such case, such stockholders, and only such
stockholders, as shall be stockholders on the record date so fixed
shall be entitled to notice of, and vote at, such meeting and any
adjournment thereof or to receive payment of any such dividend or
to receive such allotment of rights or to exercise such rights or
to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after any
such record date, fixed as aforesaid.
ARTICLE II
Stockholders
1. The Annual Meeting of this corporation shall be held at
ten o'clock a.m. on the third Tuesday of May of each year, if not
a legal holiday, and if a legal holiday, then the day following,
commencing with the year A.D. 1970. Each Annual Meeting shall be
held at the principal office of the Corporation unless some other
place in or out of the State of Florida is designated by the Board
of Directors three weeks or more before the day of such Meeting.
2. Special Meetings of the stockholders may be called at any
time by resolution of the Board of Directors or by the President
and may be called at any time by a request in writing submitted by
the holder or holders of at least 801 of the out-standing shares of
stock entitled to vote. Such request must state the purpose of the
meeting.
3. Written Consents. The stockholders of the Corporation
shall not be permitted to take action by means of written
consents.
4. Notice of Stockholders' Meetings of the Corporation shall
be given by mailing a written notice of such meeting, signed by the
President, or a Vice President or the Secretary or an Assistant
Secretary, of the Corporation, to each stockholder of record
entitled to vote at such meeting at his address as it appears on
the records of the Corporation not less than ten (10) nor more than
sixty (60) days before the date set for such meeting. The notice
shall state the purpose of the meeting and the time and place it is
to be held. Notice mailed to a stockholder in accordance with the
provisions of this By-Law shall be deemed sufficient for said
meeting and if any stockholder shall transfer any of his stock
after notice, it shall not be necessary to notify the transferee.
Any meeting of stockholders may be held either within or without
the State of Florida. Any stockholder may waive notice of any
meeting either before, or at, or after, the meeting. When
stockholders who hold four-fifths (4/5) of the voting stock of the
Corporation having the right and entitled to vote at any meeting,
shall be present in person, or by proxy, at any meeting, however
called or notified, and shall sign a written consent thereto on the
record of the meeting, the acts of such meeting shall be as valid
as if legally called and notified.
5. A Quorum at any meeting of the stockholders shall consist
of a majority of the stock of the Corporation entitled to vote
thereat represented in person or by proxy, and a majority of such
quorum shall decide any question that may come before the meeting;
provided, however, that:
(i) No plan of consolidation or merger under which the
Corporation is not the surviving constituent corporation shall be
deemed approved by the stockholders unless such plan of
consolidation or merger shall be approved by the affirmative vote
of two-thirds of the total number of shares of stock outstanding
and entitled to vote; and
(ii) No amendment to the Articles of Incorporation may
amend or delete the requirement that two-thirds of the total number
of shares of stock outstanding and entitled to vote approve any
plan of consolidation or merger under which the Corporation is not
the surviving constituent corporation, unless at a meeting duly
called two-thirds of the total number of shares of stock
outstanding and entitled to vote shall approve such amendment or
deletion of such requirement; and
(iii) In addition to any affirmative vote required by
law or the Articles of Incorporation, and except as expressly
provided in Section 8 of Article XIII of the Articles of
Incorporation ("Article XIII"), the affirmative vote of, the
holders of two-thirds of the then outstanding shares of capital
stock of the Corporation entitled to vote generally in the election
of directors shall be required for the approval or authorization of
any Business Combination (as defined in Article XIII). The
provisions of Section A of Article XIII shall not be applicable to
any particular Business Combination, and such Business Combination
shall require only such affirmative vote as is required by law or
any other Article of the Articles of Incorporation, if the Business
Combination shall have been approved by a majority of the directors
who are Disinterested Directors (as defined in Article XIII), or if
all of the conditions of Section B of Article XIII are met; and
(iv) Notwithstanding any other provision of the By-Laws
of the Corporation or applicable law, the affirmative vote of two-
thirds of the votes of the then outstanding Voting Stock (as
defined in the Articles of Incorporation), voting together as a
single class, shall be required (1) to amend, modify or repeal
Article XIII of the Articles of Incorporation ("Article XIII"), (2)
adopt any provision of the Articles of Incorporation or By-Laws
which is inconsistent with Article XIII, or (3) prior to the fixing
by the Board of Directors of any right or preference of any series
of Preferred Stock which is inconsistent with the provisions of
Article XIII; and
(v) In the event the number of directors of the
Corporation shall be fixed by the stockholders in accordance with
Section A of Article XII of the Articles of Incorporation, such
number shall be the number fixed by the holders of record of at
least 80% of the outstanding shares of stock entitled to vote; and
(vi) Notwithstanding any other provision of the By-Laws
of the Corporation or applicable law, the affirmative vote of the
holders of record of at least 80% of the outstanding shares of
stock entitled to vote shall be required to remove directors of the
Corporation without cause; and
(vii) Notwithstanding any other provision of the By-Laws
of the Corporation or applicable law, the affirmative vote of the
holders of record of at least 80% of the outstanding shares of
stock entitled to vote shall be required (1) to amend, modify or
repeal Article VII or Article XIV of the Articles of Incorporation
("Article VII or XIV"), (2) adopt any provision of the Articles of
Incorporation or the By-Laws of the Corporation which is
inconsistent with Article VII or XIV, or (3) prior to the fixing by
the Board of Directors of any right or preference of any series of
Preferred Stock which is inconsistent with the provisions of
Article XII or XIV.
In the absence of a quorum, a majority of the shares present
in person or by proxy and entitled to vote may adjourn any meeting
from time to time until a quorum shall be present, any business may
be transacted which might have been transacted at the meeting as
originally called unless otherwise provided by statute, and no
notice of an adjourned meeting need be given.
6. Judges. At every meeting of stockholders the vote shall
be conducted by two or more judges appointed for that purpose by
the Board of Directors; and all questions respecting the
qualification of voters, the validity of the proxies and the
acceptance and rejection of votes shall be decided by such judges.
Before acting at any meeting, the judges shall be sworn faithfully
to execute their duties, with strict impartiality and according to
the best of their ability. If fewer than two judges appointed by
the Board of Directors to act at any meeting shall be present and
willing to act at such meeting, the stockholders present at the
meeting in person or by proxy may, by a per capita vote, appoint
one or more judges so to act.
ARTICLE III
Directors
1. Powers. The business and property of the Corporation
shall be managed by a Board of Directors, all of whom shall be of
full age and at least one of whom shall be a citizen of the United
States, and such Board of Directors shall have full control over
the affairs of the Corporation and shall be authorized to exercise
all of its corporate powers unless otherwise provided in these By-
Laws.
2. Number and Term of Directors. The Board of Directors
shall consist of three or more directors, the exact number to be
fixed and determined from time to time by resolution of a majority
of the full Board of Directors or by holders of record of at least
80% of the outstanding shares of stock entitled to vote at any
meeting thereof. The directors shall be classified with respect to
the time for which they shall severally hold office by dividing
them into three classes, each consisting of as near one-third of
the whole number of Directors as practicable, and all directors of
the Corporation shall hold office until their successors are
elected and qualified. The first such classification shall be made
at the Annual fleeting of the Stockholders to be held in the year
1975. At that Annual Meeting, the directors shall be classified
for staggered terms of 1, 2 and 3 years, respectively, and at each
successive Annual Meeting the successors to the class of directors
whose terms expire that year shall be elected to hold office for
the term of 3 years, so that the term of office of one class of
directors shall expire in each year. Any vacancy which shall occur
in a class of directors prior to the expiration of the term of such
class may be filled by the Board of Directors. A director elected
to fill a vacancy shall hold office only until the next election of
directors by the stockholders. An increase in the number of
directors shall be deemed to create vacancies for the purpose of
this section.
3. Election of Directors. At the Annual Meeting of
Stockholders, directors shall be elected by a plurality of the
votes cast at such election. At the election of directors, each
shareholder shall have the right to vote the number of shares owned
by him for as many persons as there are directors to be elected.
There shall be no cumulative voting. Nominations for election of
the Board of Directors may be made by the Board of Directors, or by
any stockholder of any outstanding class of capital stock of the
Corporation entitled to vote for the election of directors.
Nominations, other than those made by the existing Board of
Directors, shall be made in writing and shall be delivered or
mailed to the President of the Corporation not less than 14 days
nor more than 50 days prior to any meeting of stockholders called
for the election of directors; provided, however, that if less than
twenty-one days' (21) notice of the meeting is given to
stockholders such nomination shall be mailed or delivered to the
President of the Corporation not later than the close of business
on the 7th day following the day on which the notice of meeting was
mailed. Such nomination and notification shall contain the
following information to the extent known to the notifying
stockholder:
(i) The names and addresses of the proposed nominee or
nominees;
(ii) The principal occupation of each proposed nominees;
(iii) The total number of shares that to the knowledge of
the notifying or nominating shareholders will be voted for each of
the proposed nominees;
(iv) The name and residence address of each notifying or
nominating shareholder; and
(v) The number of shares owned by the notifying or
nominating shareholder.
Nominations not made in accordance herewith may, in his discretion
be disregarded by the chairman of the meeting, and upon his
instructions, the judges of election may disregard all votes cast
for each such nomination.
4. Place of Meeting. Meetings of the Board of Directors or
of any committee thereof may be held either within or without the
State of Florida.
5. Organization Meetings of the Board of Directors shall be
held as soon as practicable each year after the annual election of
directors for the purpose of organization, election of officers and
the transaction of other business. No notice of such meeting shall
be required. Such organization meeting may, however, be held at
any other time or place which shall be specified in a notice given,
as hereinafter provided, for special meetings of the Board, or in
a consent and waiver of notice thereof signed by all of the
directors.
6. Regular Meetings. The Board of Directors may from tine
to time, by resolution, appoint the time and place for holding
regular meetings of the Board, if by it deemed advisable, and such
regular meetings shall thereupon be held at the time and place so
appointed, without the giving of any notice with regard thereto.
In case the day appointed for a regular meeting shall fall upon a
Saturday or legal holiday in the State of Florida, such meeting
shall be held on the next succeeding day not a Saturday or legal
holiday in Florida, at the regularly appointed hour. Except as
otherwise provided in the By-Laws, any and all business may be
transacted at any regular meeting.
7. Special Meetings. Special meetings of the Board of
Directors shall be held whenever called by the Chairman, the
President, or by any two of the directors. Notice to a director of
any such meeting may be given in writing, by mailing the same to
the residence or place of business of the director as shown on the
books of the Corporation not later than two days before the day on
which the meeting is to be held, or may be given by sending the
same to him at such place by telegraph or by delivering the same to
him personally or leaving the same for him at his place of business
or by giving the same to him personally or by telephone, not later
than the day before such day of meeting. Notice of any meeting of
the Board need not, however, be given to any director, if waived by
him in writing (including telegram, cablegram or radiogram) or if
he shall be present at the meeting; and any meeting of the Board of
Directors shall be a legal meeting without any notice thereof
having been given, if all members shall be present thereat. Except
as otherwise provided in the By-Laws or as may be indicated in the
notice thereof, any and all business may be transacted at any
special meeting.
8. Quorum and Manner of Acting. Except as otherwise
provided in the By-Laws, a majority of the directors in office at
the time of any meeting of the Board of Directors, but not less
than two directors, shall constitute a quorum for the transaction
of business; and, except as otherwise required by statute or by the
Certificate of Incorporation or any amendment thereto, or by the
By-Laws, the act of a majority of the directors present at any such
meeting at which a quorum is present shall be the act of the Board
of Directors. In the absence of a quorum, a majority of the
directors present may adjourn any meeting, from time to time, until
a quorum is present. No notice of any adjourned meeting need be
given.
9. Business Combination. The Board of Directors acting by
a majority of the directors who are Disinterested Directors (as
defined in Article XIII of the Articles of Incorporation) ("Article
XIII") shall have the power and duty to determine for the purpose
of Article XIII on the basis of information known to them after
reasonable inquiry, all facts necessary to determine the
applicability of the various provisions of Article XIII, including
(1) whether a person is an Interested Shareholder (as defined in
Article XIII), (2) the number of shares of Voting Stock (as defined
in Article XIII) beneficially owned by any person, (3) whether a
person is an Affiliate or Associate (as defined in Article XIII) of
another, and (4) whether the requirements of Section 8 of Article
XIII have been met with respect to any Business Combination (as
defined in Article XIII), and the good faith determination of a
majority of the directors who are Disinterested Directors shall be
conclusive and binding for all purposes of Article XIII.
10. Directors' Compensation. The Board of Directors shall
have authority to determine from time to time the amount, if any,
of compensation and expenses which shall be paid to its members for
attendance at meetings of the Board or of any committee of the
Board. The Board of Directors shall also have power, in its
discretion, to provide for and to pay to directors rendering
services to the Corporation not ordinarily rendered by directors,
as such, special compensation appropriate to the value of such
services, as determined by the Board from time to time.
11. Resignations. Any director of the Corporation may resign
at any time either by oral tender of resignation at any meeting of
the Board or by giving written notice thereof to the Chairman, the
President, or the Secretary. Such resignation shall take effect at
the time specified therefor; and, unless otherwise specified with
respect thereto, the acceptance of such resignation shall not be
necessary to make it effective.
12. Removal of Directors. Any director may be removed at any
time for cause by the affirmative vote of the holders of record of
a majority of the outstanding shares of stock entitled to vote, or
without cause by the affirmative vote of the holders of record of
at least 80% of the outstanding shares of stock entitled to vote,
at a meeting of the stockholders called for the purpose; and the
vacancy in the Board caused by such removal may be filled by the
stockholders or, if the stockholders shall have failed to do so,
such vacancy may be filled by the Board of Directors at any meeting
by the affirmative vote of a majority of the remaining directors.
ARTICLE IV
Officers, Employees and Agents
1. Officers, Term of Office, Vacancies, Removal. The Board
of Directors shall elect a President, one or more Vice Presidents
of such precedence, rank or additional designation, if any, among
the same as the Board of Directors may provide, a Secretary and a
Treasurer, such election to take place, if practicable, at the
Organization Meeting of the Board of Directors each year, and such
officers shall hold office, subject to removal by the Board, until
the Organization Meeting of the Board of Directors in the next
subsequent year and until their respective successors are elected
and qualified. In addition, the Board of Directors in its
discretion may provide for and elect a Chairman of the Board of
Directors, who may also hold the office of President, and a Vice
Chairman of the Board, who may also hold the office of Vice
President or President. The Board of Directors may appoint a
successor to fill a vacancy in any office for the remainder of the
term. The Board of Directors or the Executive Committee may, from
time to time, appoint any one or more Assistant Vice Presidents,
one or more Assistant Secretaries, one or more Assistant
Treasurers, and such other officers and agents as may appear to be
necessary or advisable in the conduct or affairs of the
Corporation; and all such officers shall hold office during the
pleasure of the Board. Any officers and agents may be removed at
any time, for or without cause, by the Board of Directors, or, in
case any such officer or agent may be appointed pursuant to these
By-Laws by the Executive Committee, he may be removed by the
Executive Committee.
2. Chairman. The Chairman shall be the chief executive
officer of the Corporation and, under the direction of the Board of
Directors, shall have general executive powers in the management
and direction of the business and affairs of the Corporation, as
well as the specific powers conferred by these By-Laws or by the
Board of Directors. The Chairman shall preside, when present, at
all meetings of the stockholders, the Board of Directors and the
Executive Committee.
3. President. The President shall be the chief operating
and administrative officer of the Corporation and, under the
direction of the Board of Directors, shall, subject to the
Chairman, have direct general supervision over the management,
business, properties and affairs of the Corporation. In the
absence of the Chairman, he shall preside at all meetings of the
stockholders, the Board of Directors and the Executive Committee.
He shall have general executive powers, including all powers
required by law to be exercised by a president of a corporation as
such, as well as the specific powers conferred by these By-Laws or
by the Board of Directors.
4. Vice President. Each Vice President shall have general
executive powers as well as the specific powers conferred by these
By-Laws. He shall also have such further powers and duties as may
from time to time be conferred upon, or assigned to, him by the
Board of Directors, the Chairman or the President.
5. Secretary. The Secretary shall attend to the giving of
notice of all meetings of stockholders and of the Board of
Directors required by these By-Laws to be given, and shall keep
true records of all proceedings thereat. Be shall have charge of
the corporate seal and shall keep and account for all books,
documents, papers and records of the Corporation, except those for
which some other officer or agent is properly accountable, and
shall generally perform all the duties usually appertaining to the
office of secretary of a corporation. In the absence of the
Secretary, an Assistant Secretary or Secretary pro tempore shall
perform his duties.
6. Treasurer. The Treasurer shall have the care and custody
of all moneys, funds and securities of the Corporation. He shall
disburse the funds of the Corporation in the manner ordered by the
Board of Directors and shall keep full and accurate accounts of
receipts and disbursements of the Corporation. He shall, whenever
required to do so, render an account of all his transactions as
Treasurer to the Board of Directors. He shall perform such other
duties as shall be assigned to him by the Board of Directors, the
Chairman or the President. In the absence of the Treasurer, his
duties shall be performed by an Assistant Treasurer or by another
officer thereunto designated by the Board of Directors, the
Chairman or the President.
7. Additional Officers; Duties and Powers. In addition to
the foregoing especially enumerated duties and powers the several
officers and agents of the Corporation, whether or not specifically
referred to in these By-Laws, shall perform such duties and
exercise such powers, in addition to those for which provision is
made in these By-Laws, as the Board of Directors or Executive
Committee may from time to time determine or as may be assigned to
them by any competent superior officer.
8. Compensation. The Board of Directors shall fix the
compensation of the Chairman and the President and of the senior
and executive Vice Presidents, if any; the compensation of all
other officers of the Corporation shall be fixed by the Board of
Directors, the Executive Committee, or the President.
ARTICLE V
Committees of the Board
1. Executive Committee; Constitution, Powers, Vacancies. The
Board of Directors may, resolution adopted by affirmative vote of
a majority of the whole Board, appoint an Executive Committee, to
consist of the Chairman and the President, ex officio, and one or
more other directors (with such alternates, if any, as may be
deemed desirable), which Executive Committee shall have and may
exercise, when the Board is not in session, all the powers of the
Board of Directors in the management of the business and affairs of
the Corporation, including the power to authorize the seal of the
Corporation to be affixed to all papers which may require it, and
also including the power, from time to time, to appoint one or more
attorneys-in-fact to act for and in representation of the
Corporation, either generally or specially, judicially or extra-
judicially, and to delegate to any such attorney or attorneys-in-
fact all or any of the powers which, in the judgment of the
Executive Committee, may be necessary, convenient or suitable for
exercise in any country or jurisdiction in the transaction of the
business of the Corporation or the defense or enforcement of its
rights, even though such powers be herein provided or directed to
be exercised by a designated officer of the Corporation; provided,
that the foregoing shall not be construed as authorizing action by
the Executive Committee with respect to any action which by these
By-Laws or by the Certificate of Incorporation or any amendment
thereto, or by statute, is required to be taken by the Board of
Directors, as such. As far as practicable, members of the
Executive Committee and their alternates (if any) shall be
appointed at the Organization Meeting of the Board in the next
subsequent year and until their respective successors are
appointed. Any vacancy in the Executive Committee may be filled by
affirmative vote of a majority of the whole Board of Directors.
2. Executive Committee; Meetings. Stated meetings of the
Executive Committee, of which no notice shall be necessary, shall
be held at such times and at such places as shall be fixed, from
time to time, by resolution adopted by the Executive Committee.
Special meetings of the Executive Committee may be called by the
Chairman or the President, or by the Chairman of the Executive
Committee (if he be a person other than the Chairman or the
President) or by any other two members of the Executive Committee,
at any time. Notice of any special meeting of the Executive
Committee may be given in the manner provided in the By-Laws for
giving notice of a special meeting of the Board of Directors, but
notice of any such meeting need not be given to any member of the
Executive Committee if waived by him in writing (including
telegram, cablegram or radiogram) or if he shall be present at the
meeting; and any meeting of the Executive Committee shall be a
legal meeting, without any notice thereof having been given, if all
the members shall be present thereat. A majority of the Executive
Committee shall constitute a quorum for the transaction of
business; and the act of a majority of those present at any meeting
at which a quorum is present shall be the act of the Executive
Committee.
3. Executive Committee; Records. The Executive Committee
shall keep a record of its acts and proceedings and shall report
the same, from time to time, to the Board of Directors. The
Secretary of the Corporation, or in his absence, an Assistant
Secretary, shall act as secretary to the Executive Committee; or
the Committee may, in its discretion, appoint its own secretary.
4. Other Committees. The Board of Directors may from time
to time, by resolution passed by a majority of the whole Board,
designate one or more other committees for any purpose, each
consisting of two or more Directors, and may delegate to any such
committee such powers of the Board of Directors in the management
of the business and affairs of the Corporation as the Board may
deem expedient, subject to the provisions of these By-Laws, with
power to sub-delegate such powers, if by the Board deemed
desirable.
ARTICLE VI
Miscellaneous
1. Fiscal Year. The fiscal year of the corporation shall
end on Friday of the last weekend in January of each year,
effecting a 52-53 week fiscal year basis.
2. Corporate Seal. The Secretary or any Assistant
Secretary, or other officer thereunto designated by the Secretary,
shall have authority to affix the corporate seal to any document
requiring such seal and to attest the same.
3. Execution of Instruments. The bills, notes, checks, and
other instruments for the payment of money, all agreements,
indentures, mortgages, deeds, conveyances, transfers, certificates,
declarations, receipts, discharges, releases, satisfactions,
settlements, petitions, schedules, accounts, affidavits, bonds,
undertakings, proxies and other instruments or documents may be
signed, executed, acknowledged, verified, delivered, or accepted on
behalf of the corporation by the Chairman, the President, any Vice
President, the Secretary or the Treasurer. Any such instruments
may also be signed, executed, acknowledged, verified, delivered or
accepted on behalf of the corporation in such other manner and by
such other officers, employees or agents of the corporation as the
Board of Directors or Executive Committee may from time to time
direct.
4. Dividends. Dividends shall be declared only at such times
and in such amounts as the Board of Directors shall direct.
ARTICLE VII
Amendments
Except as otherwise provided herein or in the Articles of
Incorporation, these By-Laws or any provisions thereof may be
amended, altered, or repealed, in any particulars and new By-Laws
or provisions, not inconsistent with any provision of the
Certificate of Incorporation or any provision of law, may be
adopted by the Board of Directors, at any meeting thereof, by the
by the affirmative vote of a majority of the whole number of
Directors, or by the stockholders of the Corporation, at any
meeting of the stockholders, provided, however, that the power of
the Directors to make and alter By-Laws shall be subject to such
restrictions upon the exercise of such power as may be expressly
imposed by the stockholders in any By-Laws adopted by them from
time to time.
________________________
Adopted by the Board of Directors of Hughes Supply, Inc. on
November 18, 1986.