EXHIBIT 3(b)
KOLLMORGEN CORPORATION
BY-LAWS
ARTICLE I
Meeting of Shareholders
Section 1. Annual Meetings. The annual meeting of shareholders for
the election of directors and for the transaction of such other business as
may properly come before the meeting shall be held at the principal office of
the Corporation, or at such other place within or without the State of New
York as shall be designated by the Board of Directors, on the second
Wednesday in May of each year at 10 o'clock in the forenoon of that day. If
the day so designated falls on a legal holiday, the meeting shall be held on
the first secular day thereafter. If the election of directors shall not be
held as prescribed above, such election may be held at a special meeting of
shareholders called in accordance with the provisions of these By-Laws or in
the manner provided by law.
Section 2. Special Meetings. Special meetings of the shareholders
may be called at any time by the Chairman of the Board of Directors or the
chief executive officer or by resolution of the Board of Directors, and shall
be called by the Secretary or any other officer when directed by the Chairman
of the Board of Directors or the chief executive officer or requested in
writing by shareholders representing not less than one-half of the
outstanding shares of stock of the Corporation entitled to vote at such
meeting, stating the purposes of the meeting so requested. No business other
than that specified in the notice of the meeting shall be presented to any
such special meeting, unless otherwise prescribed by law.
Special meetings may also be called and held in such cases and in such
manner as may be specifically provided by law.
Section 3. Notice. Notice of every meeting of shareholders shall
be in writing, shall state the place, date and hour of the meeting and,
unless it is the annual meeting, shall indicate that it is being issued by or
at the direction of the person or persons calling the meeting. It shall also
state the purpose or purposes for which the meeting is called. A copy of
such notice shall be served personally or by mail upon each shareholder of
record entitled to vote at such meeting, not less than ten (l0) or more than
fifty (50) days before such meeting. If mailed, such notice shall be
directed to each shareholder at his address as it appears on the stock book
of the Corporation, unless he shall have filed with the Secretary a written
request that notices intended for him be mailed to some other address, in
which case it shall be mailed to the place designated in such request.
Notice of the time or place of any adjourned meeting need not be given
if the time and place to which the meeting is adjourned are announced at the
meeting at which the adjournment is taken. At the adjourned meeting any
business may be transacted that might have been transacted on the original
date of the meeting.
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Notice of any meeting shall be deemed to have been given to any
shareholder who submits a signed waiver of notice, in person or by proxy,
whether before or after the meeting.
Section 4. Quorum. At all meetings of shareholders the presence in
person or by proxy of the holders of a majority of the votes entitled to vote
thereat shall be necessary to constitute a quorum except where otherwise
provided by the Certificate of Incorporation, by these By-Laws or by law.
Section 5. Adjournment in Absence of Quorum. Any meeting duly
called and noticed, at which shareholders constituting a quorum shall not be
present in person or by proxy, may be adjourned by a vote of the holders of a
majority of the votes present.
Section 6. Voting. At all meetings of the shareholders, a quorum
being present, all matters, except as otherwise provided by the Certificate
of Incorporation or by law, shall be decided by a majority of the votes cast
by the shareholders present in person or by proxy and entitled to vote.
Section 7. Proxies. Every shareholder entitled to vote at any
meeting of shareholders may vote by proxy. Every proxy must be executed in
writing by the shareholder or his duly authorized attorney. No proxy shall
be valid after the expiration of eleven months from the date of its
execution, unless the shareholder shall have specified therein its duration.
Every proxy shall be revocable at the pleasure of the person executing it or
his personal representatives or assigns except as otherwise provided by law.
ARTICLE II
Directors
Section 1. Qualifications and General Powers. The business and
affairs of the Corporation, except as otherwise herein provided, shall be
managed under the direction of its Board of Directors. Directors shall be
shareholders. All directors shall be of full age.
The Board of Directors shall in all cases act as a Board, regularly
convened, and in the transaction of business the act of a majority present at
a meeting at which a quorum is present shall be the act of the Board of
Directors, except as otherwise provided by the Certificate of Incorporation,
by these By-Laws or by law. At all meetings of the Board of Directors each
director shall have one vote.
The Board of Directors may adopt such rules and regulations for the
conduct of its meetings, meetings of committees, if any, and the management
of the Corporation as it may deem proper. Such rules and regulations may not
be inconsistent with the Certificate of Incorporation, these By-Laws or law.
The Board of Directors may elect from among its members a Chairman of
the Board. The Chairman of the Board shall act as chairman of, and preside
at, all meetings of shareholders and the Board of Directors. In the
Chairman's absence, any director (or in the case of meetings of shareholders,
any director or officer) appointed by resolution of the Board shall preside
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at meetings of shareholders and of the Board. The Chairman of the Board
shall inform himself as to the progress of the Corporation's management in
meeting goals established by the Board and shall be generally responsible for
organizing and leading the Board in performing its role as set forth in the
By-Laws. He shall be a member ex-officio of all committees of the Board.
The Chairman shall perform such other duties and have such additional powers
as the Board may, from time to time, confer on him by resolution of the
Board. The Chairman of the Board shall not, solely by reason of his title
and position, be deemed to be an officer of the Corporation.
Section 2. Number, Election and Term of Office of Directors. The
Board of Directors shall consist of not less than three (3) nor more than
fifteen (l5) directors, as the Board may from time to time determine. Any
action by the Board to increase or decrease the number of directors shall
require the affirmative vote of a majority of the entire Board. No decrease
in the number of directors shall have the effect of shortening the term of
any incumbent director.
The directors shall be divided into two (2) classes, each class to
consist of not less than three (3) nor more than four (4) directors. All
classes shall be as nearly equal in number as possible. At each annual
meeting of shareholders, directors shall be elected for a term of two years
to replace those directors whose terms shall then expire.
Any newly-created directorships or any decrease in directorships shall
be so apportioned among the classes of directors as to make all classes as
nearly equal in number as possible.
If the number of directors is increased by the Board of Directors and
any newly-created directorships are filled by the Board, there shall be no
classification of the additional directors until the next annual meeting of
shareholders.
Except as may otherwise be required by the Certificate of Incorporation
or by law, directors shall be elected by a plurality of the votes cast by the
holders of shares entitled to vote in the election.
Each director shall continue in office until his term shall have expired
and until his successor shall have been elected and qualified or until his
prior death, removal or resignation.
Section 3. Resignation. Any director may resign at any time by
giving written notice to the chief executive officer or to the Secretary.
Such resignation shall take effect at the time specified therein. Unless
otherwise specified therein, the acceptance of a resignation shall not be
necessary to make it effective.
Section 4. Vacancies. Vacancies on the Board of Directors, whether
caused by death, resignation, or otherwise, may be filled by the affirmative
vote of the majority of the remaining directors or by the remaining director
if there be only one. Each successor director shall hold office for the
unexpired portion of the term of his predecessor, and until the election and
qualification of his successor.
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Section 5. Regular Meetings. The Board of Directors shall meet for
the purpose of organization, election of officers and the transaction of such
other business as may be deemed necessary, as soon as practicable after the
adjournment of the annual meeting of shareholders. Other regular meetings of
the Board of Directors shall be held at such times as may be fixed from time
to time by resolution of the Board. Notice of regular meetings need not be
given.
Section 6. Special Meetings. Special meetings of the Board of
Directors may be held whenever called by the Chairman of the Board or by any
two directors. Notice of the time and place of such special meeting shall be
mailed to each director, addressed to him at his residence or regular place
of business, or communicated to him at such place by telegraph, cable or
telex, or delivered to him personally, or by telephone not later than two
days prior to the date fixed for the meeting.
Section 7. Waiver of Notice. Notice of any meeting shall be deemed
to have been given to any director who submits a signed waiver of notice
whether before or after the meeting. At any meeting at which all of the
directors are present, although such meeting is held without notice, any
business may be transacted which might have been transacted if the meeting
had been duly called.
Section 8. Quorum and Voting By The Directors. If all of the
directors consent in writing to the adoption of a resolution authorizing any
action required or permitted to be taken by the Board of Directors, such
action may be taken without a meeting of the Board of Directors.
At all meetings of the Board of Directors the presence of at least one-
third of the entire Board shall be necessary to constitute a quorum. If at
any meeting a quorum shall not be present, a majority of those directors
present may adjourn the same until a quorum is present. Notice of the time
and place of any adjourned meeting need not be given other than by
announcement at the meeting at which the adjournment is taken.
The participation by any director in a meeting of the Board of Directors
by means of a conference telephone or similar communications equipment,
allowing all persons participating in the meeting to hear each other at the
same time, shall constitute presence in person at such meeting for all
purposes.
Section 9. Place of Meetings. Meetings of the Board of Directors
shall be held at such place or places within or without the State of New York
as may be fixed by the Board, any executive committee, or designated in the
notice of meeting.
Section 10. Committees. At the organization meeting of the Board in
each year, the Board of Directors, by resolution adopted by a majority of the
entire Board, shall appoint from its members an Executive Committee, a
Personnel and Compensation Committee, a Retirement Plans Committee and an
Audit Committee. At the organization meeting or at any other meeting of the
Board of Directors, the Board may appoint, by resolution adopted by a
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majority of the entire Board, such other committees as it may deem advisable
for the management of the Corporation's affairs. Each such committee shall
consist of three or more directors. The Board may designate one or more
directors as alternate members of any committee, who may replace any absent
member or members at any meeting of such committee. The committees shall be
comprised of such members of the Board as the Board deems appropriate,
provided that the membership of the Executive Committee shall include the
Chairman of the Board, and the Personnel and Compensation Committee shall be
comprised of directors who are not employees of the Corporation. The
Executive Committee shall have and may exercise all the powers of the Board
of Directors in the direction of the management of the Corporation between
meetings of the Board, except as otherwise provided by the Certificate of
Incorporation, by these By-Laws or by law. The Personnel and Compensation
Committee generally shall be responsible for reviewing all of the
Corporation's compensation policies and practices company-wide, and
specifically for (i) reviewing and recommending to the Board of Directors the
total compensation programs and benefit plans (including base salaries and
long- and short-term incentive plans) applicable to the Corporation's key
decision makers, other than retirement plans; and (ii) administering the
Corporation's stock option plans. In addition, this Committee reviews and
makes recommendations on the policies and programs for the development of
management personnel throughout the Corporation. The Retirement Plans
Committee shall be responsible for reviewing and advising the Board and
recommending action with respect to management's selection of trustees under
the Corporation's retirement trusts, reviewing and recommending to the Board
action with respect to management's selection of managers of the Retirement
Plan Administration Committee and Retirement Plan Investment Committee,
reviewing and advising the Board and recommending action with respect to
activities of the named fiduciaries of the Corporation's retirement plans and
of trustees of the Corporation's retirement trust and, where appropriate,
recommending termination of their appointments and reviewing and advising the
Board and recommending action with respect to establishment and amendment of
retirement plans and trusts. The Audit Committee shall be responsible for
overseeing and reviewing the internal and external audit of the Corporation's
books and accounts, for reviewing the audited financial statements of the
Corporation, for reviewing the Corporation's internal control procedures, and
for reviewing and approving the independence of the Corporation's public
accountants. The Personnel and Compensation, Retirement Plans and Audit
Committees shall report to the Board of Directors from time to time, or
whenever called upon to do so, and shall have such powers as may be
reasonably necessary in order to carry out their duties. Each other
committee appointed by the Board shall have such powers and shall perform
such duties as are specified in the resolutions designating it or in
subsequent resolutions adopted by a majority of the entire Board, except as
otherwise provided by the Certificate of Incorporation, by these By-Laws or
by law. Each committee shall serve at the pleasure of the Board. All
committees shall make their own rules of procedures, subject to such rules as
may be made by the Board of Directors, shall keep regular minutes of the
transactions at their meetings, and shall report the same to the Board of
Directors at its next meeting.
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Section 11. Compensation. In consideration for his services as a
director, each member of the Board, as well as each honorary or emeritus
director, who is not a regular employee of the Corporation shall be paid (a)
an annual fee of $12,000 payable quarterly at the beginning of each calendar
quarter, (b) an attendance fee of $800 for each meeting of the Board of
Directors which he attends, and for each meeting of any committee of the
Board of which he is a member and which he attends, (c) $800 for each day
which he attends at the Corporation's annual planning meeting, and (d) $800
for each day he participates in any special assignment requested by the
Corporation. All directors shall be reimbursed for their reasonable out-of-
pocket expenses incurred in connection with their attendance at aforemen-
tioned meetings of the Board of Directors or otherwise in connection with
performance of their duties as directors upon submission of appropriate
expense vouchers.
Nothing herein contained shall be construed to preclude any director
from serving the Corporation in any capacity other than as a director and
receiving compensation therefor.
Section 12. Director Emeritus. The Board of Directors may, from
time to time, appoint any former director of the Corporation who shall have
retired from the Board for reasons of age, health or similar reason, as
Director Emeritus of the Corporation. A Director Emeritus shall be entitled
to attend such meetings of the directors and be compensated therefor as the
Board may determine.
ARTICLE III
Officers
Section 1. Elected and Other Officers. The elected officers of the
Corporation shall be a President, one or more Vice Presidents, a Treasurer, a
Secretary and a Controller. All of such officers shall be elected by the
Board of Directors at its regular meeting following the annual meeting of the
shareholders. Except as otherwise provided by the Certificate of
Incorporation or by these By-Laws, such officers shall hold office until the
regular meeting of the Board of Directors held after the next annual meeting
of the shareholders and until their respective successors have been elected
and qualified.
The Board of Directors may elect or appoint one or more Assistant
Secretaries and such additional officers, and the Board of Directors and the
chief executive officer may appoint such agents, as may be deemed necessary
for the conduct of business of the Corporation. Each of such additional
officers and agents shall have such duties and powers, and shall hold office
for such period as the Board of Directors or the chief executive officer, as
the case may be, may determine.
The same person may hold two or more offices, whether elective or
appointive, except that the President may not hold the office of Secretary.
Section 2. Resignation and Removal. Subject to the provisions of
any contract of employment, any officer may resign at any time by giving
written notice to the Chairman of the Board of Directors or to the Secretary,
and such resignation shall take effect at the time and in the manner
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specified therein. Any officer may be removed, with or without cause, and
his successor may be elected, at any meeting of the Board of Directors, by a
majority vote of the entire Board.
Section 3. Vacancies. A vacancy in any office, however caused, may
be filled for the unexpired term of office at any meeting of the Board of
Directors.
Section 4. Compensation. The compensation of all elected officers
of the Corporation shall be fixed by the Personnel and Compensation Committee
of the Board of Directors. The compensation of officers and agents of the
Corporation appointed by the Board of Directors or by the chief executive
officer shall be fixed by the body or person appointing them.
Section 5. Powers and Duties. The officers of the Corporation
shall respectively have such powers and perform such duties in the management
of the property and affairs of the Corporation as may be provided in these
By-Laws or, to the extent not so provided, by the Board of Directors.
Section 6. President. The President shall be the chief executive
officer of the Corporation and shall have the authority and exercise all of
the powers appertaining to a chief executive officer of a Corporation, except
where otherwise provided by law. In the absence or inability of the
President to act, the authority vested in the President shall be exercised
during such absence or inability by the Executive Committee of the Board,
unless otherwise determined by the Board of Directors.
The President shall have general authority to execute and deliver
contracts, deeds, mortgages, bonds and other instruments in the name and on
behalf of the Corporation.
Section 7. Vice Presidents. The several Vice Presidents shall have
authority to execute and deliver contracts, deeds, mortgages, bonds and other
instruments in the name and on behalf of the Corporation and shall perform
such duties and have such powers as may be assigned to them from time to time
by the Board of Directors or the chief executive officer.
Section 8. Treasurer. The Treasurer shall have the care and
custody of all the funds of the Corporation, and shall have active control of
and shall be responsible for all matters pertaining to the accounts of the
Corporation and its subsidiaries. He shall deposit the funds of the
Corporation in such banks or other depositories as the Board of Directors, or
any officer or officers, or any officer and agent jointly, duly authorized by
the Board of Directors, shall, from time to time, direct or approve. He
shall keep a full and accurate account of all moneys received and paid on
account of the Corporation, and shall render a statement of his accounts
whenever the Board of Directors shall require. He shall supervise the
auditing of all payrolls and vouchers of the Corporation and its subsidiaries
and shall direct the manner of certifying the same; shall supervise the
manner of keeping all vouchers for payment by the Corporation and its
subsidiaries and all other documents relating to such payments; shall
receive, audit and consolidate all operating and financial statements of the
Corporation, its various departments, divisions and subsidiaries; shall have
supervision of the books of account of the Corporation and its subsidiaries,
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their arrangement and classification, and shall supervise the accounting and
auditing practices of the Corporation and its subsidiaries. He shall perform
all other necessary acts and duties in connection with the administration of
the financial affairs of the Corporation, and shall generally perform all the
duties usually appertaining to the office of treasurer of a Corporation.
When required by the Board of Directors, he shall give bonds for the faithful
discharge of his duties in such sums and with such sureties as the Board of
Directors shall approve. In the absence of the Treasurer, such person as
shall be designated by the Board of Directors shall perform his duties.
Section 9. Secretary. The Secretary shall attend all meetings of
the Board of Directors and the shareholders and shall record all votes and
the minutes of all proceedings in a book to be kept for that purpose and
shall, when requested, perform like duties for all committees of the Board of
Directors. He shall attend to the giving of notice of all meetings of the
shareholders, and special meetings of the Board of Directors and committees
thereof; he shall have custody of the corporate seal and, when authorized by
the Board of Directors, shall have authority to affix the same to any
instrument and, when so affixed, it shall be attested by his signature or by
the signature of the Treasurer or an Assistant Secretary or an Assistant
Treasurer. He shall keep and account for all books, documents, papers and
records of the Corporation, except those for which some other officer or
agent is properly accountable. He shall have authority to sign stock
certificates, and shall generally perform all the duties appertaining to the
office of secretary of a Corporation. In the absence of the Secretary, such
person as shall be designated by the Board of Directors shall perform his
duties.
Section 10. Controller. The Controller shall be responsible for
planning and directing the functions of corporate accounting, internal
auditing, taxes and financial planning and control. He shall also establish
policies with respect to accounting matters and exercise policy direction
over the conduct of accounting throughout the Corporation, and shall perform
such other duties as may be assigned to him by the chief financial officer or
the Board of Directors.
Section 11. Absence or Inability to Act. Except as otherwise
provided in these By-Laws, in the case of the absence or inability of any
officer of the Corporation to act and of any person herein authorized to act
in his place, the Board of Directors may delegate the powers or duties of
such officer to any other officer or to any other person.
Section 12. Security. The Board of Directors may require any
officer to give security for the faithful performance of his duties. Such
security may be in the form of a bond in such sum, with such surety or
sureties, and in such form as the Board may approve.
ARTICLE IV
Stock
Section 1. Certificates of Stock. Certificates for shares of stock
of the Corporation shall be in the form adopted by the Board of Directors,
and shall be issued within each class and series, if any, in numerical order.
Each shareholder shall be entitled to a certificate, signed by the Chairman
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of the Board of Directors or the President or a Vice President and the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary, showing the number, class and series, if any, of shares owned by
him, the date of their issue and the par value thereof, and bearing the
corporate seal impressed or reproduced thereon. Where such certificate is
counter signed by a transfer agent or registered by a registrar other than
the Corporation itself or its employee, the signature of any of the above-
named officers on such certificate may be facsimile.
In case any officer who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer before such
certificate is issued, such certificate may nevertheless be issued and
delivered by the Corporation, with the same effect as if he were such officer
at the date of its issue.
Section 2. Transfer of Shares. The Board of Directors may appoint
one or more transfer agents and one or more registrars for any and all
classes of stock and may require all stock certificates to bear the
signatures of any such transfer agent and any such registrar. Transfers of
shares of stock shall be made only on the transfer books of the Corporation
by the holder thereof or by his attorney thereunto duly authorized, and on
the surrender of the certificate or certificates representing such shares
properly endorsed. Such transfer books shall be kept at the main business
office of the Corporation or at the office of any transfer agent. Each
certificate so surrendered shall be marked "Canceled," and the date of
cancellation shall be duly noted thereon.
Section 3. Lost or Destroyed Certificates. The Corporation may
issue a new certificate for shares in place of any certificate theretofore
issued, and alleged to have been lost or destroyed, upon such proof of such
loss or destruction as the Board of Directors may require. The Board may
also require, as a condition for the issuance of such new certificate, that a
bond, in such form and amount as it shall deem sufficient, be given to the
Corporation and/or to the transfer agent and registrar of the stock
represented by such certificate.
Section 4. Closing of Transfer Books or Taking Records of the
Shareholders. The Board of Directors may prescribe a date not exceeding
fifty (50) days prior to the date of any meeting of shareholders, or prior to
the date on which the consent or dissent of shareholders may be expressed for
any purpose without a meeting, or prior to the date of the payment of any
dividend or the allotment of any right, after which no transfer of stock on
the books of the Corporation may be made.
In lieu of prohibiting the transfer of stock, the Board may fix, in
advance, a date prior to the date of any meeting of shareholders, or prior to
the date on which the consent or dissent of shareholders may be expressed for
any purpose without a meeting, or prior to the date of the payment of any
dividend or the allotment of any right, as the date as of which shareholders
entitled to notice of and to vote at such a meeting, or whose consent or
dissent is required or may be expressed, or who may be entitled to such
dividend or right, as the case may be, shall be determined. Such date shall
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not be more than fifty (50) days nor less than ten (l0) days prior to the
date of such meeting, nor more than fifty (50) days prior to any other
action.
Section 5. Registered Shareholders. Except as may be otherwise
provided by law, the Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares and to vote
as such owner, and shall not be bound to recognize any equitable or other
claim to or interest in such shares on the part of any other person.
ARTICLE V
Dividends and Finance
Section 1. Dividends. Except as may otherwise be provided by the
Certificate of Incorporation or by law, dividends shall be paid as and when
declared by the Board of Directors out of funds legally available therefor.
Section 2. Deposits. The moneys of the Corporation shall be
deposited in the name of the Corporation in such depositories as the Board of
Directors may designate.
Section 3. Checks, Drafts, etc. All checks, notes, drafts,
acceptances or other demands or orders for the payment of money or evidences
of indebtedness of the Corporation shall be signed by such officer or
officers or person or persons as the Board of Directors may from time to time
determine. All endorsements for deposit shall be made by the Treasurer, or
in his name, or by any executive officer.
ARTICLE VI
Indemnification and Insurance
Section 1. Indemnification. Except to the extent expressly
prohibited by the New York Business Corporation Law, the Corporation shall
indemnify each person made or threatened to be made a party to any action or
proceeding, whether civil or criminal, by reason of the fact that such person
or such person's testator or intestate is or was a director or officer of the
Corporation, or serves or served at the request of the Corporation any other
corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise in any capacity, against judgments, fines (including excise
taxes assessed on a person with respect to an employee benefit plan),
penalties, amounts paid in settlement and reasonable expenses, including
attorneys' fees, actually and necessarily incurred in connection with such
action or proceeding, or any appeal therein, provided that no such
indemnification shall be made if a judgment or other final adjudication
adverse to such person establishes that his conduct did not meet the then
applicable statutory standards, and provided further that no such
indemnification shall be required with respect to any settlement or other
nonadjudicated disposition of any threatened or pending action or proceeding
unless the Corporation has given its prior consent to such settlement or
other disposition, which consent shall not be unreasonably withheld.
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The Corporation shall advance or promptly reimburse upon request any
person entitled to indemnification hereunder for all expenses, including
attorneys' fees, reasonably incurred in defending any action or proceeding in
advance of the final disposition thereof upon receipt of an undertaking by or
on behalf of such person to repay such amount if such person is ultimately
found not to be entitled to indemnification or, where indemnification is
granted, to the extent the expenses so advanced or reimbursed exceed the
amount to which such person is entitled, provided, however, that such person
shall cooperate in good faith with any request by the Corporation that common
counsel be utilized by the parties to an action or proceeding who are
similarly situated unless to do so would be inappropriate due to actual or
potential differing interests between or among such parties.
The right to indemnification and advancement of expenses under this By-
Law is intended to be retroactive and shall be available with respect to any
action or proceeding which relates to events prior to the effective date of
this By-Law.
The Corporation is authorized to enter into agreements with any of its
directors or officers extending rights to indemnification and advancement of
expenses to such person to the fullest extent permitted by applicable law,
but the failure to enter into any such agreement shall not affect or limit
the rights of such person pursuant to this By-Law, it being expressly
recognized hereby that all directors and officers of the Corporation, by
serving as such after the adoption hereof, are acting in reliance hereon and
that the Corporation is estopped to contend otherwise.
In case of any provision in this By-Law 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, it being the intention
of the Corporation to afford indemnification and advancement of expenses to
its directors and officers, acting in such capacities or in the other
capacities mentioned herein, to the fullest extent permitted by law.
No amendment or repeal of this By-Law shall apply to or have any effect
on the indemnification of, or advancement of expenses to, any director and
officer of the Corporation for or with respect to acts or omissions of such
director or officer occurring prior to such amendment or appeal.
The foregoing shall not be exclusive of any other rights to which any
director or officer may be entitled as a matter of law and shall not affect
any rights to indemnification to which corporate personnel other than
directors or officers may be entitled by contract or otherwise.
Section 2. Insurance. To the extent permitted by law, the
Corporation shall purchase and maintain insurance:
To indemnify the Corporation for any obligation which it incurs as a
result of the indemnification of directors and officers;
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To indemnify directors and officers in instances in which they may be
indemnified by the Corporation; and
To indemnify directors and officers in instances in which they may not
otherwise be indemnified by the Corporation, provided that the contract of
insurance covering such directors and officers provides, in a manner
acceptable to the Superintendent of Insurance of the State of New York, for a
retention amount and for co-insurance.
ARTICLE VII
Miscellaneous
Section 1. Offices. The principal office of the Corporation in the
State of New York shall be located at c/o C T Corporation System, 277 Park
Avenue, New York, New York l00l7. The Corporation shall also have such
offices within or without the State of New York as the Board of Directors may
from time to time appoint or as the business of the Corporation may require.
Section 2. Seal. The corporate seal of the Corporation shall
consist of two concentric circles, between which shall be the name of the
Corporation, and in the center shall be inscribed the year of its
incorporation and the words: "Corporate Seal, New York."
Section 3. Fiscal Year. The fiscal year of the Corporation shall
be the calendar year.
ARTICLE VIII
Amendments
Section 1. Amendments by Shareholders. The By-Laws may be altered,
modified, amended or repealed, and new By-Laws may be adopted, by the
shareholders at any annual or special meeting.
Section 2. Amendments by Directors. The Board of Directors shall
have power to alter, modify, amend or repeal the By-Laws, or to adopt new By-
Laws, at any regular or special meeting of the Board; provided, however, that
if any By-Law regulating an impending election of directors is adopted,
amended or repealed by the Board, there shall be set forth in the notice of
the next meeting of shareholders for the election of directors, the By-Law so
adopted, amended or repealed, together with a concise statement of the
changes made.