Exhibit 3(c)
Amended Bylaws
of
Idaho Power Company
September 9, 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 or her 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 or her absolute
discretion and his or her rulings are not subject to appeal.
Article III
Board of Directors
Section 3. L 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 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 Company
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 he governed by Section 30-1-860 through 30-1-863
of the Act.
Article IV
Officers
Section 4. 1. General. The officers of the Company 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 Company 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 Restated
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 or her 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
Section5.1. 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 Company or a facsimile thereof. Each certificate shall state
the name of the Company, the number and class of shares and the 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 Company 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 V11
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. 1, 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.