Exhibit 3(h)
IDACORP
Amended Bylaws
of
IDACORP, Inc.
Boise, Idaho
July 8, 1999
Article I
Office
Section 1.1. Principal Office. The Company shall
maintain its principal office in Boise, Idaho.
Section 1.2. Registered Office. The Company shall
maintain a registered office in the State of Idaho, as required
by the Idaho Business Corporation Act (the "Act").
Article II
Shareholders
Section 2.1. Annual Meeting of Shareholders. An annual
meeting of the shareholders shall be held on the first Wednesday
of May or such other time as may be designated by the Board of
Directors.
Section 2.2. Special Meetings. A special meeting of
the shareholders may be called at any time by the President, a
majority of the Board of Directors or the Chairman of the Board.
A special meeting of the shareholders also may be called by the
holders of not less than twenty percent (20%) of all the shares
entitled to vote on any issue proposed to be considered at the
proposed special meeting if such holders sign, date and deliver
to the Secretary of the Company one (1) or more written demands
for the meeting describing the purpose or purposes for which it
is to be held. Upon receipt of one (1) or more written demands
for such proposed special meeting by the holders of not less than
twenty percent (20%) of all the shares entitled to vote on any
issue proposed to be considered at the proposed special meeting,
the Secretary of the Company shall be responsible for determining
whether such demand or demands conform to the requirements of the
Act, the Restated Articles of Incorporation and these Bylaws.
After making an affirmative determination, the Secretary shall
prepare, sign and deliver the notices required for such meeting.
The shareholders' demand may suggest a time and place for the
meeting but the Board of Directors shall, by resolution,
determine the time and place of any such meeting.
Section 2.3. Place of Meetings. All meetings of the
shareholders shall be held at the Company's principal office or
at such other place as shall be designated in the notice of such
meetings.
Section 2.4. Notice of Shareholders' Meeting. Written
notice of the time and place of a meeting of the shareholders
shall be mailed to each shareholder entitled to receive notice
under the Act: (a) not less than 10 days nor more than 60 days
prior to the date of an annual or special meeting of the
shareholders; or (b) if applicable, within 30 days after the date
on which a shareholder demand satisfying the requirements of
Section 2.2 is delivered to the Secretary of the Company. Every
notice of an annual or special meeting of shareholders shall be
deemed duly served when the notice is deposited in the United
States mail or with a private overnight courier service, with
postage prepaid and addressed to the shareholder at the
shareholder's address as it appears on the Company's records or
if a shareholder shall have filed with the Secretary of the
Company a written request that the notice be sent to some other
address, then to such other address. If an annual or special
shareholders' meeting is adjourned to a different date, time or
place, notice need not be given of the new date, time or place if
such new date, time or place is announced at the meeting before
adjournment. In any event, if a new record date for the adjourned
meeting is or must be determined, notice of the adjourned meeting
shall be given to persons who are shareholders as of the new
record date.
Section 2.5. Waiver of Notice. Any shareholder may
waive any required notice of the time, place and purpose of any
meeting of the shareholders by telegram, telecopy, confirmed
facsimile or other writing, either before or after such meeting
has been held. Such waiver must be signed by the shareholder
entitled to the notice and be delivered to the Company for
inclusion in the minutes or filing with the corporate records.
The attendance of any shareholder at any shareholders' meeting
shall constitute a waiver of: (a) any objection to lack of notice
or defective notice of the meeting, unless the shareholder at the
beginning of the meeting objects to holding the meeting or
transacting business at the meeting; and (b) any objection to
consideration of a particular matter at the meeting that is not
within the purpose or purposes described in the meeting notice,
unless the shareholder objects to considering the matter when it
is presented.
Section 2.6. Quorum of Shareholders. Unless the
Restated Articles of Incorporation or the Act provide otherwise,
a majority of the outstanding shares entitled to vote on a
particular matter at a meeting shall constitute a quorum for
purposes of action on that matter at the meeting. A share may be
represented at a meeting by the record holder thereof in person
or by proxy. Once a share is represented for any purpose at a
meeting, it is deemed present for quorum purposes for the
remainder of the meeting and for any adjournment of that meeting
unless a new record date is or must be set for that adjourned
meeting. Whether or not a quorum is present, the meeting may be
adjourned by a majority vote of the shareholders present or
represented. At any adjourned meeting where a quorum is present,
any business may be transacted that could have been transacted at
the meeting originally called.
Section 2.7. Record Date for Determination of
Shareholders. The Board of Directors shall establish a record
date for determining shareholders entitled to notice of a
shareholders' meeting, to vote or to take any other action, which
date shall not be more than 70 days before the meeting or action
requiring a determination of shareholders. A determination of
shareholders is effective for any adjournment of the meeting,
unless a new record date is or must be set.
Section 2.8. Shareholders' List for Meeting. The
officer or agent in charge of the stock transfer books for shares
of the Company shall prepare an alphabetical list of the names of
all shareholders who are entitled to notice of a shareholders'
meeting. The list shall be arranged by voting group, and within
each voting group by class or series of shares, and show the
address of and number of shares held by each shareholder. The
list shall be made available for inspection by any shareholder,
at least 10 days before the meeting for which the list was
prepared and continuing through the meeting, at the Company's
principal office or at a place identified in the meeting notice
in the city where the meeting will be held. The Company also
shall make the list available at the shareholders' meeting, and
any shareholder is entitled to inspect the list at any time
during the meeting or any adjournment.
Section 2.9. Transaction of Business at Shareholders'
Meetings.
2.9.1 Transaction of Business at Annual Meeting.
Business transacted at an annual meeting of shareholders may
include all such business as may properly come before the
meeting. Nominations of persons for election to the Board of
Directors and the proposal of business to be considered by the
shareholders may be made at an annual meeting of shareholders:
(a) pursuant to the Company's notice of meeting; (b) by or at the
direction of the Board of Directors; or (c) by any shareholder
who was a shareholder of record at the time of giving of notice
of the meeting, who is entitled to vote at the meeting and who
complies with the notice procedures set forth in this Section
2.9.1.
For nominations or other business to be properly
brought before an annual meeting by a shareholder, the
shareholder must have given timely notice thereof in writing to
the Secretary of the Company and such other business must
otherwise be a proper matter for shareholder action. To be
timely, a shareholder's notice shall be delivered to the
Secretary at the principal executive offices of the Company not
earlier than the close of business on the 90th day nor later than
the close of business on the 60th day prior to the first
anniversary of the preceding year's annual meeting; provided,
however, that in the event that the date of the annual meeting is
more than 30 days before or more than 60 days after such
anniversary date, notice by the shareholder to be timely must be
so delivered not earlier than the close of business on the 90th
day prior to such annual meeting and not later than the close of
business on the later of the 60th day prior to such annual
meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made by the
Company. In no event shall the public announcement of an
adjournment of an annual meeting commence a new time period for
the giving of a shareholder's notice as described above. Such
shareholder's notice shall set forth: (a) as to each person whom
the shareholder proposes to nominate for election or reelection
as a director all information relating to such person that is
required to be disclosed in solicitations of proxies for election
of directors in an election contest, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and Rule
14a-11 thereunder (including such person's written consent to
being named in the proxy statement as a nominee and to serving as
a director if elected); (b) as to any other business that the
shareholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting
and any material interest in such business of such shareholder
and the beneficial owner, if any, on whose behalf the proposal is
made; and (c) as to the shareholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or
proposal is made (i) the name and address of such shareholder, as
they appear on the Company's books, and of such beneficial owner
and (ii) the class and number of shares of the Company which are
owned beneficially and of record by such shareholder and such
beneficial owner.
2.9.2 Transaction of Business at Special Meeting.
Business transacted at a special meeting of the shareholders
shall be limited to the purposes set forth in the notice of the
special meeting. Nominations of persons for election to the Board
of Directors may be made at a special meeting of shareholders at
which directors are to be elected pursuant to the Company's
notice of meeting: (a) by or at the direction of the Board of
Directors; or (b) provided that the Board of Directors has
determined that directors shall be elected at such meeting, by
any shareholder of the Company who is a shareholder of record at
the time of giving of notice of the meeting, who is entitled to
vote at the meeting and who complies with the notice procedures
set forth in this Section 2.9.2.
In the event the Company calls a special meeting of
shareholders for the purpose of electing one or more directors to
the Board of Directors, any such shareholder may nominate a
person or persons, as the case may be, for election to such
position or positions as specified in the Company's notice of
meeting, if the shareholder's notice required by this Section
2.9.2 shall be delivered to the Secretary at the principal
executive offices of the Company not earlier than the close of
business on the 90th day prior to such special meeting and not
later than the close of business on the later of the 60th day
prior to such special meeting or the 10th day following the day
on which public announcement is first made of the date of the
special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting. In no event shall the
public announcement of an adjournment of a special meeting
commence a new time period for the giving of a shareholder's
notice as described above. Such shareholder's notice shall set
forth: (a) as to each person whom the shareholder proposes to
nominate for election or reelection as a director all information
relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election
contest, or is otherwise required, in each case pursuant to
Regulation 14A under the Exchange Act and Rule 14a-11 thereunder
(including such person's written consent to being named in the
proxy statement as a nominee and to serving as a director if
elected); and (b) as to the shareholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or
proposal is made, (i) the name and address of such shareholder,
as they appear on the Company's books, and of such beneficial
owner and (ii) the class and number of shares of the Company
which are owned beneficially and of record by such shareholder
and such beneficial owner.
2.9.3 General. Only such persons who are nominated in
accordance with the procedures set forth in this Section 2.9
shall be eligible to serve as directors and only such business
shall be conducted at a meeting of shareholders as shall have
been brought before the meeting in accordance with the procedures
set forth in this Section 2.9. The chairman of the meeting shall
have the power and duty to determine whether a nomination or any
business proposed to be brought before the meeting was made or
proposed, as the case may be, in accordance with the procedures
set forth in this Section 2.9 and, if any proposed nomination or
business is not in compliance with this Section 2.9, to declare
that such defective proposal or nomination shall be disregarded,
unless otherwise provided by any applicable law.
For purposes of this Section 2.9, "public announcement"
shall mean disclosure in a press release reported by the Dow
Jones News Service, Associated Press or comparable national news
service or in a document publicly filed by the Company with the
Securities and Exchange Commission pursuant to Section 13, 14 or
15(d) of the Exchange Act.
Notwithstanding the foregoing provisions of this
Section 2.9, a shareholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this Section
2.9. Nothing in this Section 2.9 shall be deemed to affect any
rights of: (a) the shareholders to request inclusion of proposals
in the Company's proxy statement pursuant to Rule 14a-8 under the
Exchange Act; or (b) the holders of any series of Preferred Stock
to elect directors under specified circumstances.
Section 2.10. Action by Written Consent. Any action
required or permitted by the Act to be taken at an annual or
special meeting of shareholders may be taken without a meeting,
without prior notice, and without a vote, if consents in writing,
setting forth the action so taken, are signed by the holders of
all of the outstanding shares of stock entitled to vote on the
matter.
Section 2.11. Presiding Officer. The Chairman of the
Board shall act as chairman of all meetings of the shareholders.
In the absence of the Chairman of the Board, the President, or in
his absence, any Vice President designated by the Board of
Directors shall act as the chairman of the meeting.
Section 2.12. Procedure. At each meeting of
shareholders, the chairman of the meeting shall fix and announce
the date and time of the opening and the closing of the polls for
each matter upon which the shareholders will vote at the meeting
and shall determine the order of business and all other matters
of procedure. Except to the extent inconsistent with any such
rules and regulations as adopted by the Board of Directors, the
chairman of the meeting may establish rules, which need not be in
writing, to maintain order and safety and for the conduct of the
meeting. Without limiting the foregoing, the chairman of the
meeting may: (a) determine and declare to the meeting that any
business is not properly before the meeting and therefore shall
not be considered; (b) restrict attendance at any time to bona
fide shareholders of record and their proxies and other persons
in attendance at the invitation of the chairman of the meeting;
(c) restrict dissemination of solicitation materials and use of
audio or visual recording devices at the meeting; (d) adjourn the
meeting without a vote of the shareholders, whether or not there
is a quorum present; and (e) make rules governing speeches and
debate, including time limits and access to microphones.
The chairman of the meeting acts in his absolute
discretion and his rulings are not subject to appeal.
Article III
Board of Directors
Section 3.1. Authority. The Board of Directors shall
have the ultimate authority over the conduct and management of
the business affairs of the Company.
Section 3.2. Number. The number of directors of the
Company shall be not less than nine (9) nor more than 15, as
determined from time to time by the vote of a majority of the
Board of Directors. Unless otherwise provided by the Act, the
number of directors may be increased or decreased, beyond the
limits set forth above, only by an amendment to these Bylaws. To
the extent permitted by the Act, any newly created or eliminated
directorships resulting from such increase or decrease shall be
apportioned by the Board of Directors among the then existing
classes of directors so as to maintain such classes as nearly
equal in number as possible. No change in the number of directors
shall shorten the term of any director then in office.
Section 3.3. Term. Each director shall hold office
from the date of his or her election and qualification until his
or her successor shall have been duly elected and qualified or
until his or her earlier removal, resignation, death or
incapacity.
Section 3.4. Eligibility for Elections. No person who
will be 70 years of age or more on or before an annual meeting
shall be nominated to the Board of Directors, and any directors
who reach the age of 70 shall be automatically retired from the
Board of Directors.
Section 3.5. Regular Meetings of the Board. Regular
meetings of the Board of Directors may be held at times and
places agreed on by a majority of the directors at any meeting of
the Board of Directors, and such regular meetings may be held at
such times and places without any further notice of the date,
time, place or purposes of such regular meetings.
Section 3.6. Special Meetings of the Board. Special
meetings of the Board of Directors may be called: (a) by, or at
the request of, the Chairman of the Board; or (b) by the
Secretary of the Company at the written request of a majority of
the directors then in office. Special meetings of the Board of
Directors may be called on not less than 12 hours notice to each
director, given orally or in writing, either personally, by
telephone (including by message or by recording device), by
facsimile transmission, by telegram or by telex, or on not less
than three (3) calendar days' notice to each director given by
mail. Notice of the special meeting of the Board of Directors
shall specify the date, time and place of the meeting. Actions
taken at any such meeting shall not be invalidated because of
lack of notice if notice is waived as provided in Section 3.7.
Section 3.7. Waiver of Notice. A director may waive
any required notice before or after the date and time stated in
the notice by written waiver signed by the director entitled to
the notice and filed with the minutes or corporate records. In
addition, a director's attendance at or participation in a
meeting waives any required notice to the director of the meeting
unless the director at the beginning of the meeting, or promptly
upon the director's arrival, objects to holding the meeting or
transacting business at the meeting and does not thereafter vote
for or assent to action taken at the meeting.
Section 3.8. Participation by Telecommunication. Any
director may participate in any meeting of the Board of Directors
through the use of any means of communication by which all
directors participating in the meeting may simultaneously hear
each other during the meeting. A director participating in a
meeting by this means shall be deemed to be present in person at
the meeting.
Section 3.9. Quorum of Directors. A majority of the
directors in office immediately before the meeting begins shall
constitute a quorum for the transaction of business at any
meeting of the Board of Directors.
Section 3.10. Action. If a quorum is present when the
vote is taken, the Board of Directors shall take actions pursuant
to resolutions adopted by the affirmative vote of: (a) a majority
of the directors present at the meeting of the Board of
Directors; or (b) such greater number of the directors as may be
required by the Restated Articles of Incorporation, these Bylaws
or the Act.
Section 3.11. Action by Unanimous Written Consent. Any
action required or permitted to be taken at a Board of Directors'
meeting may be taken without a meeting if the action is taken by
all members of the Board of Directors. The action shall be
evidenced by one (1) or more written consents describing the
action taken, signed by each director, and included in the
minutes or filed with the corporate records reflecting the action
taken.
Section 3.12. Selection of the Chairman of the Board
and Officers. The Chairman of the Board shall be selected by and
from the members of the Board of Directors. He or she shall
conduct all meetings of the Board of Directors and shall perform
all duties incident thereto.
The Board of Directors shall also select a President, a
Vice President, a Secretary and a Treasurer and such additional
Vice Presidents, Assistant Secretaries, Assistant Treasurers and
other officers and agents as the Board of Directors from time to
time may deem advisable. If the Board of Directors wishes, it
may also elect as an officer of the Corporation the Chairman of
the Board.
Section 3.13 Powers and Duties of Officers and Agents.
The powers and duties of the officers and agents shall be
determined by the Board of Directors and these Bylaws.
Section 3.14. Delegation of Powers. For any reason
deemed sufficient by the Board of Directors, whether occasioned
by absence or otherwise, the Board may delegate all or any of the
powers and duties of any officer to any other officer or
director, but no officer or director shall execute, verify or
acknowledge any instrument in more than one capacity unless
specifically authorized by the Board of Directors.
Section 3.15. Appointment of Executive Committee. At
the same meeting at which the Board of Directors selects the
Chairman of the Board, the Board of Directors shall appoint an
Executive Committee consisting of two (2) or more members, who
shall serve at the pleasure of the Board of Directors. Such
appointments shall be made by a majority of all the directors in
office when the action is taken. Unless otherwise provided by the
Act or further limited by a resolution of the Board of Directors,
the Executive Committee may exercise all of the powers of the
Board of Directors.
Section 3.16. Power to Appoint Additional Committees
of the Board. The Board of Directors shall have the power to
designate, by resolution, one (1) or more additional committees
and appoint members of the Board of Directors to serve on them.
To the extent provided in such resolution, such committees may
manage the business and affairs of the Company, unless otherwise
provided by the Act. Each committee shall have two (2) or more
members, who shall serve at the pleasure of the Board of
Directors. A majority of the members of any committee of the
Board of Directors will constitute a quorum for any committee
action.
Section 3.17. Compensation. The Board of Directors
may, by resolution, authorize the payment to directors of
compensation for the performance of their duties. No such payment
shall preclude any director from serving the Company in any other
capacity and receiving compensation therefor. The Board of
Directors may also, by resolution, authorize the reimbursement of
expenses incurred by directors in the performance of their
duties.
Section 3.18 Conflicting Interest Transaction. Any
conflicting interest transaction shall be governed by Sections 30-
1-860 through 30-1-863 of the Act.
Article IV
Officers
Section 4.1. General. The officers of the Corporation
shall consist of a President, a Vice President, a Secretary, a
Treasurer and such additional Vice Presidents, Assistant
Secretaries, Assistant Treasurers and other officers and agents
as the Board of Directors from time to time may deem advisable.
If the Board of Directors wishes, it may also elect as an officer
of the Corporation the Chairman of the Board. Each such officer
shall hold office for such term, if any, as may be established by
the Board of Directors or set forth in an employment agreement,
if any, or until his or her successor shall have been duly
elected and qualified or until his or her earlier resignation,
retirement, removal from office, incapacity or death. The Board
of Directors may remove any officer or agent at any time, with or
without cause, unless otherwise provided by the Act or the
Articles of Incorporation. One person may hold two or more
offices, except the offices of President and Secretary.
Section 4.2. President. The President shall have
general and active management of the business of the Company and
shall see that all orders and resolutions of the Board of
Directors are carried into effect. The President shall have the
general powers and duties of supervision and management usually
vested in the office of president of a corporation.
Section 4.3. Vice Presidents. Each Vice President
shall serve under the direction of the President and shall
perform such other duties as the Board of Directors shall from
time to time direct.
Section 4.4 Secretary. The Secretary of the Company
shall serve under the direction of the President and shall
perform such other duties as the Board of Directors shall from
time to time direct, unless otherwise provided by these Bylaws or
determined by the Board of Directors. The Secretary shall be
responsible for preparing minutes of the directors' and
shareholders' meetings and for authenticating records of the
Company. The Secretary shall safely keep in his custody the seal
of the Company and shall have authority to affix the same to all
instruments where its use is required. The Secretary shall give
all notices required by the Act, these Bylaws or any resolution
of the Board of Directors.
Section 4.5. Treasurer. The Treasurer shall serve
under the direction of the President and shall perform such other
duties as the Board of Directors shall from time to time direct.
The Treasurer shall have custody of all corporate funds and
securities and shall keep in books belonging to the Company full
and accurate accounts of all receipts and disbursements. The
Treasurer shall deposit all monies, securities and other valuable
effects in the name of the Company in such depositories as may be
designated for that purpose by the Board of Directors and shall
disburse the funds of the Company as may be ordered by the Board
of Directors. The Treasurer shall upon request report to the
Board of Directors on the financial condition of the Company.
Section 4.6. Assistant Secretary and Assistant
Treasurer. The Assistant Secretary, in the absence or disability
of the Secretary, shall perform the duties and exercise the
powers of the Secretary. The Assistant Treasurer, in the absence
or disability of the Treasurer, shall perform the duties and
exercise the powers of the Treasurer.
Article V
Stock and Transfers
Section 5.1. Certificates for Shares. Subject to the
provisions of Section 5.2, every shareholder shall be entitled to
a certificate of the shares to which the shareholder has
subscribed, and each certificate shall be signed, either manually
or by facsimile, by any two (2) of the following: the Chairman of
the Board (if he or she is an officer), the President, the
Treasurer and the Secretary. Such certificate may bear the seal
of the Corporation or a facsimile thereof, Each certificate shall
state the name of the Corporation, the number and class of shares
and designation of the series, if any, that the certificate
represents. 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 such person or
entity were such officer, transfer agent or registrar at the date
of issue.
Section 5.2. Shares Without Certificates. The Company
shall have the power to authorize the issue of some or all of the
shares of any or all of its classes or series without
certificates. The authorization shall not affect shares already
represented by certificates until they are surrendered to the
Company. Within a reasonable time after the issue or transfer of
shares without certificates, the Company shall send the
shareholder a written statement of the information required on
certificates by the Act.
Section 5.3. Transferable Only on Books of the
Company. Shares of the capital stock of the Company shall be
transferred on the books of the Company only by the holder of the
shares in person or by an attorney lawfully appointed in writing
and upon surrender of the certificates, if any, for the shares. A
record shall be made of every such transfer and issue. Whenever
any transfer is made for collateral security and not absolutely,
the fact shall be so expressed in the entry of such transfer.
Section 5.4. Stock Ledger. The Company shall maintain
a stock ledger that contains the name and address of each
shareholder and the number of shares of each class of the capital
stock that the shareholder holds. The stock ledger may be in
written form or in any other form that can be converted within a
reasonable time into written form for visual inspection.
Section 5.5. Registered Shareholders. The Company
shall have the right to treat the registered holder of any share
of its capital stock as the absolute owner of such share and
shall not be bound to recognize any equitable or other claim to
or interest in such share on the part of any other person,
whether or not the Company shall have express or other notice
thereof, unless otherwise required by any applicable law.
Article VI
Indemnification
Section 6.1. Defined Terms. Capitalized terms used in
this Article VI that are defined in Section 30-1-850 of the Act
shall have the meaning given to such terms under Section 30-1-850
of the Act.
Section 6.2. Insurance. The Company shall have the
power to purchase and maintain insurance, in such amounts as the
Board of Directors may deem appropriate, on behalf of any person
who is a Director, Officer, employee or agent against Liability
and Expenses in connection with any Proceeding, to the extent
permitted under any applicable law.
Section 6.3. Agreements. The Company may enter into an
indemnification agreement with any Director, Officer, employee or
agent, to the extent permitted under any applicable law.
Section 6.4. Amendments. Any amendment or repeal of
this Article VI shall not be retroactive in effect.
Section 6.5. Severability. In case any provision in
this Article VI shall be determined at any time to be
unenforceable in any respect, the other provisions shall not in
any way be affected or impaired thereby, and the affected
provision shall be given the fullest possible enforcement in the
circumstances.
Article VII
Amendment of Bylaws
Section 7.1. Amendment by the Board of Directors.
These Bylaws may be amended, altered, changed, added to, repealed
or substituted by the affirmative vote of a majority of the Board
of Directors, unless the Restated Articles of Incorporation,
these Bylaws or the Act provide otherwise.
Section 7.2. Amendment by the Shareholders. Subject to
the provisions of Section 7.3, these Bylaws may be amended,
altered, changed, added to, repealed or substituted by the
affirmative vote of a majority of all shares entitled to vote
thereon, if notice of the proposed amendment, alteration, change,
addition, repeal or substitution is contained in the notice of
the meeting.
Section 7.3. Amendment of Certain Provisions.
Notwithstanding any other provision of these Bylaws, (i) any
amendment, alteration, change, addition, repeal or substitution
of this Section 7.3, Section 2.9 or Article III of these Bylaws
by the shareholders shall require the affirmative vote of two-
thirds of all shares entitled to vote thereon; and (ii) no change
of the date for the annual meeting of the shareholders shall be
made by the shareholders within the 30-day period preceding the
date designated for the annual meeting pursuant to Section 2.l,
unless consented to in writing, as provided in Section 2.10, or
approved at any meeting of the shareholders by a majority of all
shares entitled to vote thereon.