BY-LAWS
FOR
INTERNATIONAL ALUMINUM CORPORATION
I N D E X
Page
ARTICLE I - Offices 1
Section 1.01 Principal Office 1
Section 1.02 Other Offices 1
ARTICLE II - Meetings of Shareholders 1
Section 2.01 Place of Meetings 1
Section 2.02 Annual Meetings 1
Section 2.03 Special Meetings 2
Section 2.04 Adjourned Meetings and Notices
Thereof 3
Section 2.05 Voting 3
Section 2.06 Quorum 4
Section 2.07 Consent of Absentees 4
Section 2.08 Action Without Meeting 4
Section 2.09 Proxies 4
ARTICLE III - Directors 5
Section 3.01 Powers 5
Section 3.02 Number of Directors 6
Section 3.03 Election and Term of Office 7
Section 3.04 Vacancies 7
Section 3.05 Place of Meeting 8
Section 3.06 Organization Meeting 8
Section 3.07 Other Regular Meetings 8
Section 3.08 Special Meetings 8
Section 3.09 Notice of Adjournment 9
Section 3.10 Waiver of Notice 9
(i)
Section 3.11 Quorum 9
Section 3.12 Adjournment 10
Section 3.13 Action Without Meeting 10
Section 3.14 Fees and Compensation 10
Section 3.15 Indemnification of Directors,
Officers and Employees 10
ARTICLE IV - Officers 12
Section 4.01 Officers 12
Section 4.02 Election 12
Section 4.03 Subordinate Officers, etc. 12
Section 4.04 Removal and Resignation 13
Section 4.05 Vacancies 13
Section 4.06 Chairman of the Board 13
Section 4.07 President 13
Section 4.08 Vice President 13
Section 4.09 Secretary 14
Section 4.10 Treasurer 15
ARTICLE V - Miscellaneous 15
Section 5.01 Record Date and Closing
Stock Books 15
Section 5.02 Inspection of Corporate Records 16
Section 5.03 Checks, Drafts, etc. 17
Section 5.04 Annual Report 17
Section 5.05 Contract, etc., How executed 17
Section 5.06 Certificates of Stock 17
Section 5.07 Representation of Shares of
Other Corporations 18
Section 5.08 Inspection of By-Laws 18
Section 5.09 Periodic Reports 18
(ii)
ARTICLE VI - Amendments 19
Section 6.01 Powers of Shareholders 19
Section 6.02 Powers of Directors 19
CERTIFICATE OF SECRETARY 20
(iii)
BY-LAWS FOR THE REGULATION, EXCEPT AS
OTHERWISE PROVIDED BY STATUTE OR ITS
ARTICLES OF INCORPORATION, OF
INTERNATIONAL ALUMINUM CORPORATION
ARTICLE I
Offices
Section 1.01 Principal Office. The principal office for the
transaction of the business of the Corporation is hereby located at
767 Monterey Pass Road in the City of Monterey Park, County of Los
Angeles, State of California. The Board of Directors is hereby
granted full power and authority to change said principal office from
one location to another in said county by amendment of this
Section 1.01.
Section 1.02 Other Offices. Branch or subordinate offices may at
any time be established by the Board of Directors at any place or
places where the Corporation is qualified to do business.
ARTICLE II
Meeting of Shareholders
Section 2.01 Place of Meetings. All annual meetings of
shareholders and all other meetings of shareholders shall be held
either at the principal office or at any other place within or without
the State of California which may be designated either by the Board of
Directors pursuant to authority hereinafter granted to said Board, or
by the written consent of all shareholders entitled to vote thereat,
given either before or after the meeting and filed with the Secretary
of the Corporation.
Section 2.02 Annual Meetings. The annual meeting of shareholders
shall be held on the last Thursday of October in each year at
2:00 o'clock P.M. of said day; provided, however, that should said day
fall upon a legal holiday, then any such annual meeting of
shareholders shall be held at the same time and place on the next day
thereafter ensuing which is not a legal holiday. At such meetings
directors shall be elected, reports of the affairs of the Corporation
shall be considered, and any other business may be transacted which is
within the power of the shareholders.
Written notice of each annual meeting shall be given to each
shareholder entitled to vote, either personally or by mail or other
means of written communication, charges prepaid, addressed to such
shareholder at his address appearing on the books of the Corporation
or given by him to the Corporation for the purpose of notice. If a
shareholder gives no address, notice shall be deemed to have been
given if sent by mail or other means of written communication
addressed to the place where the principal office of the Corporation
is situated, or if published at least once in some newspaper of
general circulation in the county in which said office is located.
All such notices shall be sent to each shareholder entitled thereto
not less than ten (10) days or more than fifty (50) days before each
annual meeting, and shall specify the place, the day and the hour of
such meeting, and shall state such other matters, if any, as may be
expressly required by statute.
Section 2.03 Special Meetings. Special meetings of the
shareholders, for any purpose or purposes whatsoever, may be called at
any time by the President or by the Board of Directors, or by one or
more shareholders holding not less than one-fifth of the voting power
of the Corporation. Except in special cases where other express
provision is made by statute, notice of such special meetings shall be
given in the same manner as for annual meetings of shareholders.
Notices of any special meeting shall specify in addition to the place,
day and hour of such meeting, the general nature of the business to be
transacted.
Section 2.04 Adjourned Meetings and Notice Thereof. Any
shareholders' meeting, annual or special, whether or not a quorum is
present, may be adjourned from time to time by the vote of a majority
of the shares, the holders of which are either present in person or
represented by proxy thereat, but in the absence of a quorum no other
business may be transacted at such meeting.
When any shareholders' meeting, either annual or special, is
adjourned for thirty (30) days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting. Save as
aforesaid, it shall not be necessary to give any notice of an
adjournment or of the business to be transacted at an adjourned
meeting, other than by announcement at the meeting at which such
adjournment is taken.
Section 2.05 Voting. Unless a record date for voting purposes be
fixed as provided in Section 5.01 of these By-Laws, then, but subject
to the provisions of Sections 2218 to 2224 inclusive of the
Corporations Code of California, only persons in whose names shares
entitled to vote stand on the stock records of the Corporation on the
day three (3) days prior to any meeting of shareholders shall be
entitled to vote at such meeting. Such vote may be viva voce or by
ballot provided however, that all elections for Directors must be by
ballot upon demand made by a shareholder at any election and before
the voting begins. Every shareholder entitled to vote at any election
for Directors shall have the right to cumulate his votes and give one
candidate a number of votes equal to the number of Directors to be
elected multiplied by the number of votes to which his shares are
entitled, or to distribute his votes on the same principle among as
many candidates as he shall think fit. The candidates receiving the
highest number of votes up to the number of Directors to be elected
shall be elected.
Section 2.06 Quorum. The presence in person or by proxy of
persons entitled to vote a majority of the voting shares at any
meeting shall constitute a quorum for the transaction of business.
The shareholders present at a duly called or held meeting at which a
quorum is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less
than a quorum.
Section 2.07 Consent of Absentees. The transactions of any
meeting of shareholders, either annual or special, however called and
noticed, shall be as valid as though had at a meeting duly held after
regular call and notice, if a quorum be present either in person or by
proxy, and if, either before or after the meeting, each of the
shareholders entitled to vote, not present in person or by proxy,
signs a written waiver of notice, or a consent to the holding of such
meeting, or an approval of the minutes thereof. All such waivers,
consents or approvals shall be filed with the Corporate records or
made a part of the minutes of the meeting.
Section 2.08 Action Without Meeting. Any action which, under any
provision of the California Corporations Code, may be taken at a
meeting of the shareholders, except approval of an agreement for
merger or consolidation of the Corporation with other corporations,
may be taken without a meeting if authorized by writing signed by all
of the persons who would be entitled to vote upon such action at a
meeting, and filed with the Secretary of the Corporation.
Section 2.09 Proxies. Every person entitled to vote or execute
consents shall have the right to do so either in person or by one or
more agents authorized by a written proxy executed by such person or
his duly authorized agent and filed with the Secretary of the
Corporation; provided than no such proxy shall be valid after the
expiration of eleven (11) months from the date of its execution,
unless the person executing it specifies therein the length of time
for which such proxy is to continue in force, which in no case shall
exceed seven (7) years from the date of its execution.
ARTICLE III
Directors
Section 3.01 Powers. Subject to limitations of the Articles of
Incorporation of the By-Laws, and of the California Corporations Code
as to action which shall be authorized or approved by the
shareholders, all Corporate powers shall be exercised by or under the
authority of, and the business and affairs of the Corporation shall be
controlled by, the Board of Directors. Without prejudice to such
general powers, but subject to the same limitations, it is hereby
expressly declared that the Directors shall have the following powers,
to wit:
First - To select and remove all the Officers, agents and
employees of the Corporation, prescribe such powers and duties for
them as may not be inconsistent with law, with the Articles of
Incorporation or the By- Laws, fix their compensation, and require
from them security for faithful service.
Second - To conduct, manage and control the affairs and business
of the Corporation, and to make such rules and regulations therefor
not inconsistent with law, or with the Articles of Incorporation or
the By- Laws, as they may deem best.
Third - To change the principal office for the transaction of the
business of the Corporation from one location to another within the
same county as provided in Section 1.01 hereof; to fix and locate from
time to time one or more subsidiary offices of the Corporation within
or without the State of California, as provided in Section 1.02
hereof; to designate any place within or without the State of
California for the holding of any shareholders' meeting or meetings;
and to adopt, make and use a Corporate seal, and to prescribe the
forms of certificates of stock, and to alter the form of such seal and
of such certificates from time to time, as in their judgment they may
deem best, provided such seal and such certificate shall at all times
comply with the provisions of law.
Fourth - To authorize the issuance of shares of stock of the
Corporation from time to time, upon such terms and for such
considerations as may be lawful.
Fifth - To borrow money and incur indebtedness for the purposes of
the Corporation, and to cause to be executed and delivered therefor,
in the Corporate name, promissory notes, bonds, debentures, deeds of
trust, mortgages, pledges, hypothecations or other evidences of debt
and securities therefor.
Sixth - To appoint an Executive Committee and other committees,
and to delegate to the Executive Committee any of the powers and
authority of the Board in the management of the business and affairs
of the Corporation, except the power to declare dividends and to
adopt, amend or repeal By-Laws. The Executive Committee shall be
composed of two or more Directors.
Section 3.02 Number of Directors. The authorized number of
Directors of the Corporation shall be seven (7) until changed by
amendment of the Articles of Incorporation or by a By-Law duly adopted
by the shareholders amending this Section 3.02; and if it is proposed
to reduce the authorized number of Directors below seven (7), the vote
or written consent of shareholders holding more than eight per
cent (80%) of the voting power shall be necessary for such reduction.
Section 3.03 Election and Term of Office. The Directors shall be
elected at each annual meeting of shareholders, but if any such annual
meeting is not held, or the Directors are not elected thereat, the
Directors may be elected at any special meeting of shareholders held
for that purpose. All Directors shall hold office until their
respective successors are elected.
Section 3.04 Vacancies. Vacancies in the Board of Directors may
be filled by a majority of the remaining Directors, though less than a
quorum, or by a sole remaining Director, and each Director so elected
shall hold office until his death, resignation or removal, or until
his successor is elected at an annual or a special meeting of the
shareholders.
A vacancy or vacancies in the Board of Directors shall be deemed
to exist in case of the death, resignation or removal of any Director,
or if the authorized number of Directors be increased, or if the
shareholders fail at any annual or special meeting of shareholders at
which any director or Directors are elected elect the full authorized
number of Directors to be voted for at that meeting.
The shareholders may elect a Director or Directors at any time to
fill any vacancy or vacancies not filled by the Directors. If the
Board of Directors accepts the resignation of a Director tendered to
take effect at a future time, the Board or the shareholders shall have
power to elect a successor to take office when the resignation is to
become effective.
No reduction of the authorized number of Directors shall have the
effect of removing any Director prior to the expiration of his term of
office.
Section 3.05 Place of Meeting. Regular meetings of the Board of
Directors shall be held at any place within or without the state which
has been designated from time to time by resolution of the Board or by
written consent of all members of the Board. In the absence of such
designation, regular meetings shall be held at the principal office of
the Corporation. Special meetings of the Board may be held either at
a place so designated or at the principal office.
Section 3.06 Organization Meeting. Immediately following each
annual meeting of shareholders, the Board of Directors shall hold a
regular meeting for the purpose of organization, election of officers,
and the transaction of other business. Notice of such meeting is
hereby dispensed with.
Section 3.07 Other Regular Meetings. Other regular meetings of
the Board of Directors shall be held without call at such time as the
Board of Directors may from time to time designate; provided, however,
should said day fall upon a legal holiday, then said meeting shall be
held at the same time on the next day thereafter ensuring which is not
a legal holiday. Notice of all such regular meetings of the Board of
Directors is hereby dispensed with.
Section 3.08 Special Meetings. Special meetings of the Board of
Directors for any purpose or purposes shall be called at any time by
the President, or, if he is absent or unable or refuses to act, by any
Vice President or by any two Directors.
Written notice of the time and place of special meetings shall be
delivered personally to each Director, or sent to each Director by
mail or by other form of written communication, charges prepaid,
addressed to him at his address a sit is shown upon the records of the
Corporation, or if it is not so shown on such records and is not
readily ascertainable, at the place in which the meetings of the
Directors are regularly held. In case such notice is mailed or
telegraphed, it shall be deposited in the United States mail or
delivered to the telegraph company in the County in which the
principal office of the Corporation is located at least forty-
eight (48) hours prior to the time of the holding of the meeting. In
case such notice is delivered personally as above provided, it shall
be so delivered at least twenty-four (24) hours prior to the time of
the holding of the meeting. Such mailing, telegraphing or delivery as
above provided shall be due, legal and personal notice to such
Director.
Section 3.09 Notice of Adjournment. Notice of the time and place
of holding an adjourned meeting need not be given to absent Directors
if the time and place be fixed at the meeting adjourned.
Section 3.10 Waiver of Notice. The transactions of any meeting of
the Board of Directors, however called and noticed or wherever held,
shall be as valid as though had at a meeting duly held after regular
call and notice, if a quorum be present, and if, either before or
after the meeting, each of the Directors not present signs a written
waiver of notice, or a consent to holding such meeting, or an approval
of the minutes thereof. All such waivers, consents or approvals shall
be filed with the Corporate records or made a part of the minutes of
the meeting.
Section 3.11 Quorum. A majority of the authorized number of
Directors shall be necessary to constitute a quorum for the
transaction of business, except to adjourn as hereinafter provided.
Every act or decision done or made by a majority of the Directors
present at a meeting duly held at which a quorum is present shall be
regarded as the act of the Board of Directors, unless a greater number
be required by law or by the Articles of Incorporation.
Section 3.12 Adjournment. A quorum of the Directors may adjourn
any Directors' meeting to meet again at a stated day and hour;
provided, however, that in the absence of a quorum, a majority of the
Directors present at any Directors' meeting, either regular or
special, may adjourn from time to time until the time fixed for the
next regular meeting of the Board.
Section 3.13 Action Without Meeting. Any action required or
permitted to be taken by the Board of Directors under any provision of
the California Corporations Code may be taken without a meeting, if
all members of the Board shall individually or collectively consent in
writing to such action. Such written consent or consents shall be
filed with the minutes of the proceedings of the Board. Such action
by written consent shall have the same force and effect as a unanimous
vote of such Directors.
Section 3.14 Fees and Compensation. By resolution of the Board of
Directors, one or more of the Directors may be paid a retainer for
their services as Directors, or a fixed fee (with or without expenses
of attendance) for attendance at each meeting, or both. Nothing
herein contained shall be construed to preclude any Director from
serving the Corporation in any other capacity as an officer, agent,
employee, or otherwise, and receiving compensation therefor.
Section 3.15 Indemnification of Directors, Officers, Employees and
Other Agents.
(a) The Corporation shall have the authority, to the maximum
extent permitted by the California Corporations Code, to indemnify
each of its agents against expenses, judgments, fines, settlements and
other amounts actually and reasonably incurred in connection with any
proceeding arising by reason of the fact that any such person is or
was an agent of the Corporation. The Corporation shall also have the
authority, to the maximum extent permitted by the California
Corporations Code, to advance expenses incurred by any agent of the
Corporation in defending any proceeding.
(b) The Corporation shall have the authority to purchase and
maintain insurance on behalf of agents of the Corporation against any
liability asserted against or incurred by any agent in such capacity
or arising out of the agent's status as agent.
(c) The Corporation shall have the power to enter into binding
agreements with its agents to provide the indemnification allowed
under this Section 3.15.
(d) Nothing in this Section 3.15 shall be construed either to
allow indemnification of any agent for any acts or omissions or
transactions from which such agent may not be indemnified under
applicable California law or to deny indemnification when applicable
California law requires indemnification.
(e) For the purposes of this Section 3.15, an agent of the
Corporation includes any person who is or was a Director, Officer,
employee, or other agent of the Corporation, or is or was serving at
the request of the Corporation as a Director, Officer, employee, or
agent of another corporation, partnership, joint venture, trust, or
other enterprise, or was a Director, Officer, employee, or agent of a
corporation which was a predecessor corporation of the Corporation or
of another enterprise at the request of such predecessor corporation.
For purposes of this Section 3.15, "proceeding" means any threatened,
pending, or completed action or proceeding, whether civil, criminal,
administrative or investigative. For purposes of this Section 3.15,
"expenses" includes, without limitation, attorneys' fees and any
expenses of establishing a right to indemnification.
ARTICLE IV
Officers
Section 4.01 Officers. The Officers of the Corporation shall be a
President, a Vice President, a Secretary and a Treasurer. The
Corporation may also have, at the discretion of the Board of
Directors, a Chairman of the Board, one or more additional Vice
Presidents, one or more Assistant Secretaries and one or more
Assistant Treasurers, and such other Officers as may be appointed in
accordance with the provisions of Section 4.03. One person may hold
two or more offices, except those of President and Secretary.
Section 4.02 Election. The Officers of the Corporation, except
such Officers as may be appointed in accordance with the provisions of
Section 4.03 or Section 4.05, shall be chosen annually by the Board of
Directors, and each shall hold his office until he shall resign or
shall be removed or otherwise disqualified to serve, or his successor
shall be elected and qualified.
Section 4.03 Subordinate Officers, etc. The Board of Directors
may appoint such other Officers as the business of the Corporation may
require, each of whom shall have such authority and perform such
duties as are provided in these By-Laws or as the Board of Directors
may from time to time specify, and shall hold office until he shall
resign or shall be removed or otherwise disqualified to serve.
Section 4.04 Removal and Resignation. Any Officer may be removed,
either with or without cause by a majority of the Directors at the
time in office, at any regular or special meeting of the Board, or,
except in case of an Officer chosen by the Board of Directors, by any
Officer upon whom such power of removal may be conferred by the Board
of Directors.
Any Officer may resign at any time by giving written notice to the
Board of Directors or to the President, or to the Secretary of the
Corporation. Any such resignation shall take effect at the date of
the receipt of such notice or at any later time specified therein;
and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 4.05 Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be
filled in the manner prescribed in the By-Laws for regular
appointments to such office.
Section 4.06 Chairman of the Board. The Chairman of the Board, if
there shall be such an Officer, shall, if present, preside at all
meetings of the Board of Directors, and exercise and perform such
other powers and duties as may be from time to time assigned to him by
the Board of Directors or prescribed by these By-Laws.
Section 4.07 President. Subject to such supervisory powers, if
any, as may be given by the Board of Directors to the Chairman of the
Board, if there be such an Officer, the President shall be the Chief
Executive Officer of the Corporation and shall, subject to the control
of the Board of Directors, have general supervision, direction and
control of the business and affairs of the Corporation. He shall
preside at all meetings of the shareholders and, in the absence of the
Chairman of the Board, at all meetings of the Board of Directors. He
shall be ex officio a member of all the standing committees, including
the Executive Committee, if any, and shall have the general powers and
duties of management usually vested in the office of President of a
corporation, and shall have such other powers and duties as may be
prescribed by the Board of Directors or these By-Laws.
Section 4.08 Vice President. In the absence or disability of the
President, the Vice Presidents in order of their rank as fixed by the
Board of Directors, or if not ranked, the Vice President designated by
the Board of Directors, shall perform all the duties of the President,
and when so acting shall have all the powers of, and be subject to all
the restrictions upon, the President. The Vice Presidents shall have
such other powers and perform such other duties as from time to time
may be prescribed for them respectively by the Board of Directors or
these By-Laws.
Section 4.09 Secretary. The Secretary shall keep, or cause to be
kept, a book of minutes at the principal office or such other place as
the Board of Directors may order, of all meetings of Directors and
shareholders, with the time and place of holding, whether regular or
special, and if special, how authorized, the notice thereof given, the
names of those present at Directors' meetings, the number of shares
present or represented at shareholders' meetings and the proceedings
thereof.
The Secretary shall keep, or cause to be kept, at the principal
office or at the office of the Corporation's transfer agent, a share
register, or a duplicate share register, showing the names of the
shareholders and their addresses; the number and classes of shares
held by each; the numbers and dates of certificates issued for the
same; and the number and date of cancellation of every certificate
surrendered for cancellation.
The Secretary shall give, or cause to be given, notice of all the
meetings of the shareholders and of the Board of Directors required by
the By-Laws or by law to be given, and he shall keep the seal of the
Corporation in safe custody, and shall have such other powers and
perform such other duties as may be prescribed by the Board of
Directors or these By-Laws. If for any reason the Secretary shall
fail to give notice of any special meeting of the Board of Directors
called by one or more of the persons identified in the first paragraph
of Section 3.08, or if he shall fail to give notice of any special
meeting of the shareholders called by one or more of the persons
identified in Section 2.03, then any such person or persons may give
notice of any such special meeting.
Section 4.10 Treasurer. The Treasurer shall keep and maintain, or
cause to be kept and maintained, adequate and correct accounts of the
properties and business transactions of the Corporation, including
accounts of its assets, liabilities, receipt, disbursements, gains,
losses, capital, surplus and shares. Any surplus, including earned
surplus, paid-in surplus and surplus arising from a reduction of
stated capital, shall be classified according to source and shown in a
separate account. The books of account shall at all reasonable times
be open to inspection by any Director.
The Treasurer shall deposit all moneys and other valuables in the
name ad to the credit of the Corporation with such depositories as may
be designated by the Board of Directors. He shall disburse the funds
of the Corporation as may be ordered by the Board of Directors, shall
render to the President and Directors, whenever they request it, an
account of all of his transactions as Treasurer and of the financial
condition of the Corporation, and shall have such other powers and
perform such other duties as may be prescribed by the Board of
Directors or these By-Laws.
ARTICLE V
Miscellaneous
Section 5.01 Record Date and Closing Stock Books. The Board of
Directors may fix a time in the future as a record date for the
determination of the shareholders entitled to notice of and to vote at
any meeting of shareholders or entitled to receive any dividend or
distribution, or any allotment of rights, or to exercise rights in
respect to any change, conversion or exchange of hares. The record
date so fixed shall be not more than fifty (50) days prior to the date
of the meeting or event for the purposes of which it is fixed. When a
record date is so fixed, only shareholders who are such of record on
that date are entitled to notice of and to vote at the meeting or to
receive the dividend, distribution, or allotment of rights, or to
exercise the rights as the case may be, notwithstanding any transfer
of any shares on the books of the Corporation after the record date.
The Board of Directors may close the books of the Corporation
against transfers of shares during the whole or any part of a period
not more than fifty (50) days prior to the date of a shareholders'
meeting, the date when the right to any dividend, distribution, or
allotment of rights vests, or the effective date of any change,
conversion or exchange of shares.
Section 5.02 Inspection of Corporate Records. The share register
or duplicate share register, the books of account, and minutes of
proceedings of the shareholders and the Board of Directors and of
executive committees of Directors shall be open to inspection upon the
written demand of any shareholder or the holder of a voting trust
certificate, at any reasonable time, and for a purpose reasonably
related to his interests as a shareholder, or as the holder of such
voting trust certificate, and shall be exhibited at any time when
required by the demand at any shareholders' meeting of ten per
cent (10%) of the shares represented at the meeting. Such inspection
may be made in person or by an agent or attorney, an shall include the
right to make extracts. Demand of inspection other than at a
shareholders' meeting shall be made in writing upon the President,
Secretary, Assistant Secretary or General Manager of the Corporation.
Section 5.03 Checks, Drafts, etc. All checks, drafts or other
orders for payment of money, notes or other evidences of indebtedness,
issued in the name of or payable to the Corporation, shall be signed
or endorsed by such person or persons and in such manner as, from time
to time, shall be determined by resolution of the Board of Directors.
Section 5.04 Annual Report. The Board of Directors shall cause an
annual report to be sent to the shareholders, not later than one
hundred and twenty (120) days after the close of the fiscal or
calendar year.
Section 5.05 Contract, etc., How Executed. The Board of
Directors, except as in these By-Laws otherwise provided, may
authorize any Officer or Officers, agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
Corporation, and such authority may be general or confined to specific
instances; and unless so authorized by the Board of Directors, no
Officer, agent or employee shall have any power or authority to bind
the Corporation by any contract or engagement or to pledge its credit
or to render it liable for any purpose or in any amount.
Section 5.06 Certificates of Stock. A certificate or certificates
for shares of the capital stock of the Corporation shall be issued to
each shareholder when any such shares are fully paid up. All such
certificates shall be signed by the President or a Vice President and
the Secretary or an Assistant Secretary, or be authenticated by
facsimiles of the signatures of the President and Secretary, or by a
facsimile of the signature of the President and the written signature
of the Secretary or an Assistant Secretary. Every certificate
authenticated by a facsimile of a signature must be countersigned by a
transfer agent or transfer clerk, and be registered by an incorporated
bank or trust company, either domestic or foreign, as registrar of
transfers, before issuance.
Certificates for shares may be issued prior to full payment under
such restrictions and for such purposes as the Board of Directors or
these By-Laws may provide; provided, however, that any such
certificate so issued prior to full payment shall state on its face
the amount remaining unpaid and the terms of payment thereof.
Section 5.07 Representation of Shares of Other Corporations. The
President or any Vice President and the Secretary or Assistant
Secretary of this Corporation are authorized to vote, represent and
exercise on behalf of this Corporation all rights incident to any and
all shares of any other corporation or corporations standing in the
name of this Corporation. The authority herein granted to said
Officers to vote or represent on behalf of this Corporation any and
all shares held by this Corporation in any other corporation or
corporations may be exercised either by such Officers in person or by
any person authorized so to do by proxy or power of attorney duly
executed by said Officers.
Section 5.08 Inspection of By-Laws. The Corporation shall keep in
its principal office for the transaction of business the original or a
copy of these By-Laws as amended or otherwise altered to date,
certified by the Secretary, which shall be open to inspection by the
shareholders at all reasonable times during office hours.
Section 5.09 Periodic Reports. Regular reports containing
detailed financial and other information concerning the business and
affairs of the Corporation shall be furnished periodically to the
responsible Officers and Directors of the Corporation, and such
reports shall be designed to keep each such Officer and Director
currently and reasonably informed of the affairs of the Corporation.
ARTICLE VI
Amendments
Section 6.01 Power of Shareholders. New By-Laws may be adopted or
these By-Laws may be amended or repealed by the vote of shareholders
entitled to exercise a majority of the voting power of the Corporation
or by the written assent of such shareholders, except as otherwise
provided by law or by the Articles of Incorporation; provided that the
vote or written assent of shareholders holding more than eighty
percent (80%) of the voting power of the Corporation shall be required
to reduce the authorized number of Directors below five (5).
Section 6.02 Power of Directors. Subject to the right of
shareholders as provided in Section 6.01 to adopt, amend or repeal By-
Laws, By-Laws other than a By-Law or amendment thereof, changing the
authorized number of Directors may be adopted, amended or repealed by
the Board of Directors at any regular or special meeting thereof.